FPH - Five Point Holdings LLC Reports Third Quarter 2023 Results
Third Quarter 2023 and Recent Highlights
- Valencia sold 146 homesites on approximately 26 acres of land and recognized revenue of $60.6 million.
- Valencia builder sales of 75 homes during the quarter compared to 79 in the second quarter of 2023.
- Great Park builder sales of 113 homes during the quarter compared to 177 in the second quarter of 2023.
- Consolidated revenues of $65.9 million; consolidated net income of $14.2 million.
- Cash and cash equivalents of $218.3 million as of September 30, 2023.
- Debt to total capitalization ratio of 24.5% and liquidity of $343.3 million as of September 30, 2023.
- Extended the maturity date of the Company's $125.0 million unsecured revolving credit facility to April 2026.
Five Point Holdings, LLC (“Five Point” or the “Company”) (NYSE:FPH), an owner and developer of large mixed-use planned communities in California, today reported its third quarter 2023 results.
Dan Hedigan, Chief Executive Officer, said, “In the third quarter, we built on our positive momentum from the first half of the year, with earnings for the third quarter of $14.2 million and an increase in our cash position of $25.1 million, giving us total cash and cash equivalents of $218.3 million. Notwithstanding the headwinds created by the interest rate environment, we are seeing consistent home sales in our communities and continued interest from home builders in our land. Our results for the quarter reflect our sustained focus on our three main priorities: generating revenue, right-sizing our SG&A, and limiting our capital spend.
Given our continued success in cash generation and profitability, I am pleased to announce that today we closed on an amendment to our revolving credit facility, which extends the term through April 2026.”
Consolidated Results
Liquidity and Capital Resources
As of September 30, 2023, total liquidity of $343.3 million was comprised of cash and cash equivalents totaling $218.3 million and borrowing availability of $125.0 million under our unsecured revolving credit facility. Total capital was $1.9 billion, reflecting $2.9 billion in assets and $1.0 billion in liabilities and redeemable noncontrolling interests.
Results of Operations for the Three Months Ended September 30, 2023
Revenues. Revenues of $65.9 million for the three months ended September 30, 2023 were primarily generated from land sales at our Valencia segment. At Valencia we closed the sale of land entitled for an aggregate of 146 homesites on approximately 26 acres. The fixed base purchase price of $60.6 million was paid at closing.
Equity in loss from unconsolidated entities. Equity in loss from unconsolidated entities was $0.6 million for the three months ended September 30, 2023. The Great Park Venture generated net loss of $1.4 million during the three months ended September 30, 2023, and our share of the net loss from our 37.5% percentage interest, adjusted for basis differences, was $0.4 million. Additionally, we recognized $0.4 million in loss from our 75% interest in the Gateway Commercial Venture.
Selling, general, and administrative. Selling, general, and administrative expenses were $11.9 million for the three months ended September 30, 2023.
Net income. Consolidated net income for the quarter was $14.2 million. Net income attributable to noncontrolling interests totaled $7.6 million, resulting in net income attributable to the Company of $6.6 million. Net income attributable to noncontrolling interests represents the portion of income allocated to related party partners and members that hold units of the operating company and the San Francisco Venture. Holders of units of the operating company and the San Francisco Venture can redeem their interests for either, at our election, our Class A common shares on a one-for-one basis or cash. In connection with any redemption or exchange, our ownership of our operating subsidiaries will increase thereby reducing the amount of income allocated to noncontrolling interests in subsequent periods.
Conference Call Information
In conjunction with this release, Five Point will host a conference call on Thursday, October 19, 2023 at 5:00 p.m. Eastern Time. Dan Hedigan, Chief Executive Officer, and Kim Tobler, Chief Financial Officer, will host the call. Interested investors and other parties can listen to a live Internet audio webcast of the conference call that will be available on the Five Point website at ir.fivepoint.com. The conference call can also be accessed by dialing (877) 451-6152 (domestic) or (201) 389-0879 (international). A telephonic replay will be available starting approximately three hours after the end of the call by dialing (844) 512-2921, or for international callers, (412) 317-6671. The passcode for the live call and the replay is 13742066. The telephonic replay will be available until 11:59 p.m. Eastern Time on October 28, 2023.
About Five Point
Five Point, headquartered in Irvine, California, designs and develops large mixed-use planned communities in Orange County, Los Angeles County, and San Francisco County that combine residential, commercial, retail, educational, and recreational elements with public amenities, including civic areas for parks and open space. Five Point’s communities include the Great Park Neighborhoods ® in Irvine, Valencia ® in Los Angeles County, and Candlestick ® and The San Francisco Shipyard ® in the City of San Francisco. These communities are designed to include approximately 40,000 residential homes and approximately 23 million square feet of commercial space.
Forward-Looking Statements
This press release contains forward-looking statements that are subject to risks and uncertainties. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. When used, the words “anticipate,” “believe,” “expect,” “intend,” “may,” “might,” “plan,” “estimate,” “project,” “should,” “will,” “would,” “result” and similar expressions that do not relate solely to historical matters are intended to identify forward-looking statements. Forward-looking statements include, among others, statements that refer to: our expectations of our future home sales and/or builder sales; our future revenues, costs and financial performance, including with respect to cash generation and profitability; and future demographics and market conditions in the areas where our communities are located. We caution you that any forward-looking statements included in this press release are based on our current views and information currently available to us. Forward-looking statements are subject to risks, trends, uncertainties and factors that are beyond our control. Some of these risks and uncertainties are described in more detail in our filings with the SEC, including our Annual Report on Form 10-K, under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. We caution you therefore against relying on any of these forward-looking statements. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. They are based on estimates and assumptions only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes, except as required by applicable law.
| FIVE POINT HOLDINGS, LLC CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share amounts) (Unaudited) |
|
|
| Three Months Ended September 30, |
|
|
| Nine Months Ended September 30, |
|
|
|
|
| 2023 |
|
|
|
|
|
|
| 2022 |
|
|
|
|
|
|
| 2023 |
|
|
|
|
|
|
| 2022 |
|
|
| REVENUES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Land sales |
| $ |
| 60,694 |
|
|
|
|
| $ |
| 72 |
|
|
|
|
| $ |
| 60,685 |
|
|
|
|
| $ |
| 643 |
|
|
| Land sales—related party |
|
|
| — |
|
|
|
|
|
|
| 2,817 |
|
|
|
|
|
|
| 595 |
|
|
|
|
|
|
| 4,529 |
|
|
| Management services—related party |
|
|
| 4,502 |
|
|
|
|
|
|
| 12,108 |
|
|
|
|
|
|
| 29,512 |
|
|
|
|
|
|
| 18,358 |
|
|
| Operating properties |
|
|
| 727 |
|
|
|
|
|
|
| 419 |
|
|
|
|
|
|
| 2,181 |
|
|
|
|
|
|
| 2,165 |
|
|
| Total revenues |
|
|
| 65,923 |
|
|
|
|
|
|
| 15,416 |
|
|
|
|
|
|
| 92,973 |
|
|
|
|
|
|
| 25,695 |
|
|
| COSTS AND EXPENSES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Land sales |
|
|
| 38,967 |
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 38,967 |
|
|
|
|
|
|
| — |
|
|
| Management services |
|
|
| 2,371 |
|
|
|
|
|
|
| 7,488 |
|
|
|
|
|
|
| 14,419 |
|
|
|
|
|
|
| 12,372 |
|
|
| Operating properties |
|
|
| 1,351 |
|
|
|
|
|
|
| 1,580 |
|
|
|
|
|
|
| 4,321 |
|
|
|
|
|
|
| 5,797 |
|
|
| Selling, general, and administrative |
|
|
| 11,938 |
|
|
|
|
|
|
| 12,030 |
|
|
|
|
|
|
| 38,400 |
|
|
|
|
|
|
| 41,472 |
|
|
| Restructuring |
|
|
| — |
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 19,437 |
|
|
| Total costs and expenses |
|
|
| 54,627 |
|
|
|
|
|
|
| 21,098 |
|
|
|
|
|
|
| 96,107 |
|
|
|
|
|
|
| 79,078 |
|
|
| OTHER INCOME: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest income |
|
|
| 2,413 |
|
|
|
|
|
|
| 307 |
|
|
|
|
|
|
| 4,542 |
|
|
|
|
|
|
| 445 |
|
|
| Miscellaneous |
|
|
| 1,074 |
|
|
|
|
|
|
| 112 |
|
|
|
|
|
|
| 1,033 |
|
|
|
|
|
|
| 336 |
|
|
| Total other income |
|
|
| 3,487 |
|
|
|
|
|
|
| 419 |
|
|
|
|
|
|
| 5,575 |
|
|
|
|
|
|
| 781 |
|
|
| EQUITY IN (LOSS) EARNINGS FROM UNCONSOLIDATED ENTITIES |
|
|
| (622 |
| ) |
|
|
|
|
| (4,265 |
| ) |
|
|
|
|
| 52,554 |
|
|
|
|
|
|
| (4,654 |
| ) |
| INCOME (LOSS) BEFORE INCOME TAX PROVISION |
|
|
| 14,161 |
|
|
|
|
|
|
| (9,528 |
| ) |
|
|
|
|
| 54,995 |
|
|
|
|
|
|
| (57,256 |
| ) |
| INCOME TAX PROVISION |
|
|
| (3 |
| ) |
|
|
|
|
| (3 |
| ) |
|
|
|
|
| (16 |
| ) |
|
|
|
|
| (16 |
| ) |
| NET INCOME (LOSS) |
|
|
| 14,158 |
|
|
|
|
|
|
| (9,531 |
| ) |
|
|
|
|
| 54,979 |
|
|
|
|
|
|
| (57,272 |
| ) |
| LESS NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS |
|
|
| 7,555 |
|
|
|
|
|
|
| (5,092 |
| ) |
|
|
|
|
| 29,341 |
|
|
|
|
|
|
| (30,592 |
| ) |
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY |
| $ |
| 6,603 |
|
|
|
|
| $ |
| (4,439 |
| ) |
|
|
| $ |
| 25,638 |
|
|
|
|
| $ |
| (26,680 |
| ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic |
| $ |
| 0.10 |
|
|
|
|
| $ |
| (0.06 |
| ) |
|
|
| $ |
| 0.37 |
|
|
|
|
| $ |
| (0.39 |
| ) |
| Diluted |
| $ |
| 0.09 |
|
|
|
|
| $ |
| (0.07 |
| ) |
|
|
| $ |
| 0.37 |
|
|
|
|
| $ |
| (0.39 |
| ) |
| WEIGHTED AVERAGE CLASS A SHARES OUTSTANDING |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic |
|
|
| 68,865,783 |
|
|
|
|
|
|
| 68,514,843 |
|
|
|
|
|
|
| 68,794,915 |
|
|
|
|
|
|
| 68,393,923 |
|
|
| Diluted |
|
|
| 145,312,266 |
|
|
|
|
|
|
| 68,879,642 |
|
|
|
|
|
|
| 145,064,113 |
|
|
|
|
|
|
| 68,758,722 |
|
|
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY PER CLASS B SHARE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic and diluted |
| $ |
| 0.00 |
|
|
|
|
| $ |
| (0.00 |
| ) |
|
|
| $ |
| 0.00 |
|
|
|
|
| $ |
| (0.00 |
| ) |
| WEIGHTED AVERAGE CLASS B SHARES OUTSTANDING |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic and diluted |
|
|
| 79,233,544 |
|
|
|
|
|
|
| 79,233,544 |
|
|
|
|
|
|
| 79,233,544 |
|
|
|
|
|
|
| 79,233,544 |
|
|
| FIVE POINT HOLDINGS, LLC CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except shares) (Unaudited) |
|
|
| September 30, 2023 |
|
|
| December 31, 2022 |
| ASSETS |
|
|
|
|
|
|
| INVENTORIES |
| $ |
| 2,252,783 |
|
|
|
|
| $ |
| 2,239,125 |
|
|
| INVESTMENT IN UNCONSOLIDATED ENTITIES |
|
|
| 301,436 |
|
|
|
|
|
|
| 331,594 |
|
|
| PROPERTIES AND EQUIPMENT, NET |
|
|
| 29,381 |
|
|
|
|
|
|
| 30,243 |
|
|
| INTANGIBLE ASSET, NET—RELATED PARTY |
|
|
| 31,029 |
|
|
|
|
|
|
| 40,257 |
|
|
| CASH AND CASH EQUIVALENTS |
|
|
| 218,264 |
|
|
|
|
|
|
| 131,771 |
|
|
| RESTRICTED CASH AND CERTIFICATES OF DEPOSIT |
|
|
| 992 |
|
|
|
|
|
|
| 992 |
|
|
| RELATED PARTY ASSETS |
|
|
| 91,103 |
|
|
|
|
|
|
| 97,126 |
|
|
| OTHER ASSETS |
|
|
| 9,559 |
|
|
|
|
|
|
| 14,676 |
|
|
| TOTAL |
| $ |
| 2,934,547 |
|
|
|
|
| $ |
| 2,885,784 |
|
|
|
|
|
|
|
|
|
|
| LIABILITIES AND CAPITAL |
|
|
|
|
|
|
| LIABILITIES: |
|
|
|
|
|
|
| Notes payable, net |
| $ |
| 621,802 |
|
|
|
|
| $ |
| 620,651 |
|
|
| Accounts payable and other liabilities |
|
|
| 100,101 |
|
|
|
|
|
|
| 94,426 |
|
|
| Related party liabilities |
|
|
| 81,547 |
|
|
|
|
|
|
| 93,086 |
|
|
| Deferred income tax liability, net |
|
|
| 11,506 |
|
|
|
|
|
|
| 11,506 |
|
|
| Payable pursuant to tax receivable agreement |
|
|
| 173,208 |
|
|
|
|
|
|
| 173,068 |
|
|
| Total liabilities |
|
|
| 988,164 |
|
|
|
|
|
|
| 992,737 |
|
|
|
|
|
|
|
|
|
|
| REDEEMABLE NONCONTROLLING INTEREST |
|
|
| 25,000 |
|
|
|
|
|
|
| 25,000 |
|
|
| CAPITAL: |
|
|
|
|
|
|
| Class A common shares; No par value; Issued and outstanding: September 30, 2023—69,199,938 shares; December 31, 2022—69,068,354 shares |
|
|
|
|
|
|
| Class B common shares; No par value; Issued and outstanding: September 30, 2023—79,233,544 shares; December 31, 2022—79,233,544 shares |
|
|
|
|
|
|
| Contributed capital |
|
|
| 590,551 |
|
|
|
|
|
|
| 587,733 |
|
|
| Retained earnings |
|
|
| 59,024 |
|
|
|
|
|
|
| 33,386 |
|
|
| Accumulated other comprehensive loss |
|
|
| (2,914 |
| ) |
|
|
|
|
| (2,988 |
| ) |
| Total members’ capital |
|
|
| 646,661 |
|
|
|
|
|
|
| 618,131 |
|
|
| Noncontrolling interests |
|
|
| 1,274,722 |
|
|
|
|
|
|
| 1,249,916 |
|
|
| Total capital |
|
|
| 1,921,383 |
|
|
|
|
|
|
| 1,868,047 |
|
|
| TOTAL |
| $ |
| 2,934,547 |
|
|
|
|
| $ |
| 2,885,784 |
|
|
| FIVE POINT HOLDINGS, LLC SUPPLEMENTAL DATA (In thousands) (Unaudited) |
| Liquidity |
|
|
| September 30, 2023 |
| Cash and cash equivalents |
| $ |
| 218,264 |
| Borrowing capacity (1) |
|
|
| 125,000 |
| Total liquidity |
| $ |
| 343,264 |
| (1) |
| As of September 30, 2023, no borrowings or letters of credit were outstanding on the Company’s $125.0 million revolving credit facility. |
| Debt to Total Capitalization and Net Debt to Total Capitalization |
|
|
| September 30, 2023 |
| Debt (1) |
| $ |
| 625,000 |
|
|
| Total capital |
|
|
| 1,921,383 |
|
|
| Total capitalization |
| $ |
| 2,546,383 |
|
|
| Debt to total capitalization |
|
|
| 24.5 |
| % |
|
|
|
|
| Debt (1) |
| $ |
| 625,000 |
|
|
| Less: Cash and cash equivalents |
|
|
| 218,264 |
|
|
| Net debt |
|
|
| 406,736 |
|
|
| Total capital |
|
|
| 1,921,383 |
|
|
| Total net capitalization |
| $ |
| 2,328,119 |
|
|
| Net debt to total capitalization (2) |
|
|
| 17.5 |
| % |
| (1) |
| For purposes of this calculation, debt is the amount due on the Company’s notes payable before offsetting for capitalized deferred financing costs. |
| (2) |
| Net debt to total capitalization is a non-GAAP financial measure defined as net debt (debt less cash and cash equivalents) divided by total net capitalization (net debt plus total capital). The Company believes the ratio of net debt to total capitalization is a relevant and a useful financial measure to investors in understanding the leverage employed in the Company’s operations. However, because net debt to total capitalization is not calculated in accordance with GAAP, this financial measure should not be considered in isolation or as an alternative to financial measures prescribed by GAAP. Rather, this non-GAAP financial measure should be used to supplement the Company's GAAP results. |
Segment Results
The following table reconciles the results of operations of our segments to our consolidated results for the three and nine months ended September 30, 2023 (in thousands):
|
|
| Three Months Ended September 30, 2023 |
|
|
| Valencia |
|
|
| San Francisco |
|
|
| Great Park |
|
|
| Commercial |
|
|
| Total reportable segments |
|
|
| Corporate and unallocated |
|
|
| Total under management |
|
|
| Removal of unconsolidated entities (1) |
|
|
| Total consolidated |
| REVENUES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Land sales |
| $ |
| 60,694 |
|
|
| $ |
| — |
|
|
|
|
| $ |
| 1,255 |
|
|
| $ |
| — |
|
|
|
|
| $ |
| 61,949 |
|
|
|
|
| $ |
| — |
|
|
|
|
| $ |
| 61,949 |
|
|
|
|
| $ |
| (1,255 |
| ) |
|
|
| $ |
| 60,694 |
|
|
| Land sales—related party |
|
|
| — |
|
|
|
|
| — |
|
|
|
|
|
|
| 2,021 |
|
|
|
|
| — |
|
|
|
|
|
|
| 2,021 |
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 2,021 |
|
|
|
|
|
|
| (2,021 |
| ) |
|
|
|
|
| — |
|
|
| Management services—related party (2) |
|
|
| — |
|
|
|
|
| — |
|
|
|
|
|
|
| 4,392 |
|
|
|
|
| 110 |
|
|
|
|
|
|
| 4,502 |
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 4,502 |
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 4,502 |
|
|
| Operating properties |
|
|
| 562 |
|
|
|
|
| 165 |
|
|
|
|
|
|
| — |
|
|
|
|
| 2,154 |
|
|
|
|
|
|
| 2,881 |
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 2,881 |
|
|
|
|
|
|
| (2,154 |
| ) |
|
|
|
|
| 727 |
|
|
| Total revenues |
|
|
| 61,256 |
|
|
|
|
| 165 |
|
|
|
|
|
|
| 7,668 |
|
|
|
|
| 2,264 |
|
|
|
|
|
|
| 71,353 |
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 71,353 |
|
|
|
|
|
|
| (5,430 |
| ) |
|
|
|
|
| 65,923 |
|
|
| COSTS AND EXPENSES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Land sales |
|
|
| 38,967 |
|
|
|
|
| — |
|
|
|
|
|
|
| — |
|
|
|
|
| — |
|
|
|
|
|
|
| 38,967 |
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 38,967 |
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 38,967 |
|
|
| Management services (2) |
|
|
| — |
|
|
|
|
| — |
|
|
|
|
|
|
| 2,371 |
|
|
|
|
| — |
|
|
|
|
|
|
| 2,371 |
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 2,371 |
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 2,371 |
|
|
| Operating properties |
|
|
| 1,351 |
|
|
|
|
| — |
|
|
|
|
|
|
| — |
|
|
|
|
| 829 |
|
|
|
|
|
|
| 2,180 |
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 2,180 |
|
|
|
|
|
|
| (829 |
| ) |
|
|
|
|
| 1,351 |
|
|
| Selling, general, and administrative |
|
|
| 2,539 |
|
|
|
|
| 1,033 |
|
|
|
|
|
|
| 2,289 |
|
|
|
|
| 1,097 |
|
|
|
|
|
|
| 6,958 |
|
|
|
|
|
|
| 8,366 |
|
|
|
|
|
|
| 15,324 |
|
|
|
|
|
|
| (3,386 |
| ) |
|
|
|
|
| 11,938 |
|
|
| Management fees—related party |
|
|
| — |
|
|
|
|
| — |
|
|
|
|
|
|
| 4,659 |
|
|
|
|
| — |
|
|
|
|
|
|
| 4,659 |
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 4,659 |
|
|
|
|
|
|
| (4,659 |
| ) |
|
|
|
|
| — |
|
|
| Total costs and expenses |
|
|
| 42,857 |
|
|
|
|
| 1,033 |
|
|
|
|
|
|
| 9,319 |
|
|
|
|
| 1,926 |
|
|
|
|
|
|
| 55,135 |
|
|
|
|
|
|
| 8,366 |
|
|
|
|
|
|
| 63,501 |
|
|
|
|
|
|
| (8,874 |
| ) |
|
|
|
|
| 54,627 |
|
|
| OTHER INCOME (EXPENSE): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest income |
|
|
| — |
|
|
|
|
| 6 |
|
|
|
|
|
|
| 1,964 |
|
|
|
|
| 25 |
|
|
|
|
|
|
| 1,995 |
|
|
|
|
|
|
| 2,407 |
|
|
|
|
|
|
| 4,402 |
|
|
|
|
|
|
| (1,989 |
| ) |
|
|
|
|
| 2,413 |
|
|
| Interest expense |
|
|
| — |
|
|
|
|
| — |
|
|
|
|
|
|
| — |
|
|
|
|
| (721 |
| ) |
|
|
|
|
| (721 |
| ) |
|
|
|
|
| — |
|
|
|
|
|
|
| (721 |
| ) |
|
|
|
|
| 721 |
|
|
|
|
|
|
| — |
|
|
| Miscellaneous |
|
|
| 1,074 |
|
|
|
|
| — |
|
|
|
|
|
|
| — |
|
|
|
|
| — |
|
|
|
|
|
|
| 1,074 |
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 1,074 |
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 1,074 |
|
|
| Total other income (expense) |
|
|
| 1,074 |
|
|
|
|
| 6 |
|
|
|
|
|
|
| 1,964 |
|
|
|
|
| (696 |
| ) |
|
|
|
|
| 2,348 |
|
|
|
|
|
|
| 2,407 |
|
|
|
|
|
|
| 4,755 |
|
|
|
|
|
|
| (1,268 |
| ) |
|
|
|
|
| 3,487 |
|
|
| EQUITY IN EARNINGS (LOSS) FROM UNCONSOLIDATED ENTITIES |
|
|
| 141 |
|
|
|
|
| — |
|
|
|
|
|
|
| 327 |
|
|
|
|
| — |
|
|
|
|
|
|
| 468 |
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 468 |
|
|
|
|
|
|
| (1,090 |
| ) |
|
|
|
|
| (622 |
| ) |
| SEGMENT PROFIT (LOSS)/INCOME BEFORE INCOME TAX PROVISION |
|
|
| 19,614 |
|
|
|
|
| (862 |
| ) |
|
|
|
|
| 640 |
|
|
|
|
| (358 |
| ) |
|
|
|
|
| 19,034 |
|
|
|
|
|
|
| (5,959 |
| ) |
|
|
|
|
| 13,075 |
|
|
|
|
|
|
| 1,086 |
|
|
|
|
|
|
| 14,161 |
|
|
| INCOME TAX PROVISION |
|
|
| — |
|
|
|
|
| — |
|
|
|
|
|
|
| — |
|
|
|
|
| — |
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| (3 |
| ) |
|
|
|
|
| (3 |
| ) |
|
|
|
|
| — |
|
|
|
|
|
|
| (3 |
| ) |
| SEGMENT PROFIT (LOSS)/NET INCOME |
| $ |
| 19,614 |
|
|
| $ |
| (862 |
| ) |
|
|
| $ |
| 640 |
|
|
| $ |
| (358 |
| ) |
|
|
| $ |
| 19,034 |
|
|
|
|
| $ |
| (5,962 |
| ) |
|
|
| $ |
| 13,072 |
|
|
|
|
| $ |
| 1,086 |
|
|
|
|
| $ |
| 14,158 |
|
|
| (1) |
| Represents the removal of the Great Park Venture and Gateway Commercial Venture operating results, which are included in the Great Park segment and Commercial segment operating results at 100% of each venture’s historical basis, respectively, but are not included in our consolidated results as we account for our investment in each venture using the equity method of accounting. |
| (2) |
| For the Great Park and Commercial segments, represents the revenues and expenses attributable to the management company for providing services to the Great Park Venture and the Gateway Commercial Venture, as applicable. |
|
|
| Nine Months Ended September 30, 2023 |
|
|
| Valencia |
|
|
| San Francisco |
|
|
| Great Park |
|
|
| Commercial |
|
|
| Total reportable segments |
|
|
| Corporate and unallocated |
|
|
| Total under management |
|
|
| Removal of unconsolidated entities (1) |
|
|
| Total consolidated |
| REVENUES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Land sales |
| $ |
| 60,685 |
|
|
| $ |
| — |
|
|
|
|
| $ |
| 363,056 |
|
|
| $ |
| — |
|
|
|
|
| $ |
| 423,741 |
|
|
|
|
| $ |
| — |
|
|
|
|
| $ |
| 423,741 |
|
|
|
|
| $ |
| (363,056 |
| ) |
|
|
| $ |
| 60,685 |
|
|
| Land sales—related party |
|
|
| 595 |
|
|
|
|
| — |
|
|
|
|
|
|
| 9,416 |
|
|
|
|
| — |
|
|
|
|
|
|
| 10,011 |
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 10,011 |
|
|
|
|
|
|
| (9,416 |
| ) |
|
|
|
|
| 595 |
|
|
| Management services—related party (2) |
|
|
| — |
|
|
|
|
| — |
|
|
|
|
|
|
| 29,191 |
|
|
|
|
| 321 |
|
|
|
|
|
|
| 29,512 |
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 29,512 |
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 29,512 |
|
|
| Operating properties |
|
|
| 1,692 |
|
|
|
|
| 489 |
|
|
|
|
|
|
| — |
|
|
|
|
| 6,329 |
|
|
|
|
|
|
| 8,510 |
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 8,510 |
|
|
|
|
|
|
| (6,329 |
| ) |
|
|
|
|
| 2,181 |
|
|
| Total revenues |
|
|
| 62,972 |
|
|
|
|
| 489 |
|
|
|
|
|
|
| 401,663 |
|
|
|
|
| 6,650 |
|
|
|
|
|
|
| 471,774 |
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 471,774 |
|
|
|
|
|
|
| (378,801 |
| ) |
|
|
|
|
| 92,973 |
|
|
| COSTS AND EXPENSES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Land sales |
|
|
| 38,967 |
|
|
|
|
| — |
|
|
|
|
|
|
| 165,749 |
|
|
|
|
| — |
|
|
|
|
|
|
| 204,716 |
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 204,716 |
|
|
|
|
|
|
| (165,749 |
| ) |
|
|
|
|
| 38,967 |
|
|
| Management services (2) |
|
|
| — |
|
|
|
|
| — |
|
|
|
|
|
|
| 14,419 |
|
|
|
|
| — |
|
|
|
|
|
|
| 14,419 |
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 14,419 |
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 14,419 |
|
|
| Operating properties |
|
|
| 4,321 |
|
|
|
|
| — |
|
|
|
|
|
|
| — |
|
|
|
|
| 2,632 |
|
|
|
|
|
|
| 6,953 |
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 6,953 |
|
|
|
|
|
|
| (2,632 |
| ) |
|
|
|
|
| 4,321 |
|
|
| Selling, general, and administrative |
|
|
| 8,580 |
|
|
|
|
| 3,275 |
|
|
|
|
|
|
| 7,432 |
|
|
|
|
| 3,250 |
|
|
|
|
|
|
| 22,537 |
|
|
|
|
|
|
| 26,545 |
|
|
|
|
|
|
| 49,082 |
|
|
|
|
|
|
| (10,682 |
| ) |
|
|
|
|
| 38,400 |
|
|
| Management fees—related party |
|
|
| — |
|
|
|
|
| — |
|
|
|
|
|
|
| 36,507 |
|
|
|
|
| — |
|
|
|
|
|
|
| 36,507 |
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 36,507 |
|
|
|
|
|
|
| (36,507 |
| ) |
|
|
|
|
| — |
|
|
| Total costs and expenses |
|
|
| 51,868 |
|
|
|
|
| 3,275 |
|
|
|
|
|
|
| 224,107 |
|
|
|
|
| 5,882 |
|
|
|
|
|
|
| 285,132 |
|
|
|
|
|
|
| 26,545 |
|
|
|
|
|
|
| 311,677 |
|
|
|
|
|
|
| (215,570 |
| ) |
|
|
|
|
| 96,107 |
|
|
| OTHER INCOME (EXPENSE): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest income |
|
|
| — |
|
|
|
|
| 9 |
|
|
|
|
|
|
| 5,172 |
|
|
|
|
| 25 |
|
|
|
|
|
|
| 5,206 |
|
|
|
|
|
|
| 4,533 |
|
|
|
|
|
|
| 9,739 |
|
|
|
|
|
|
| (5,197 |
| ) |
|
|
|
|
| 4,542 |
|
|
| Interest expense |
|
|
| — |
|
|
|
|
| — |
|
|
|
|
|
|
| — |
|
|
|
|
| (1,829 |
| ) |
|
|
|
|
| (1,829 |
| ) |
|
|
|
|
| — |
|
|
|
|
|
|
| (1,829 |
| ) |
|
|
|
|
| 1,829 |
|
|
|
|
|
|
| — |
|
|
| Miscellaneous |
|
|
| 1,033 |
|
|
|
|
| — |
|
|
|
|
|
|
| — |
|
|
|
|
| — |
|
|
|
|
|
|
| 1,033 |
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 1,033 |
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 1,033 |
|
|
| Total other income (expense) |
|
|
| 1,033 |
|
|
|
|
| 9 |
|
|
|
|
|
|
| 5,172 |
|
|
|
|
| (1,804 |
| ) |
|
|
|
|
| 4,410 |
|
|
|
|
|
|
| 4,533 |
|
|
|
|
|
|
| 8,943 |
|
|
|
|
|
|
| (3,368 |
| ) |
|
|
|
|
| 5,575 |
|
|
| EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES |
|
|
| 500 |
|
|
|
|
| — |
|
|
|
|
|
|
| 1,563 |
|
|
|
|
| — |
|
|
|
|
|
|
| 2,063 |
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 2,063 |
|
|
|
|
|
|
| 50,491 |
|
|
|
|
|
|
| 52,554 |
|
|
| SEGMENT PROFIT (LOSS)/INCOME BEFORE INCOME TAX PROVISION |
|
|
| 12,637 |
|
|
|
|
| (2,777 |
| ) |
|
|
|
|
| 184,291 |
|
|
|
|
| (1,036 |
| ) |
|
|
|
|
| 193,115 |
|
|
|
|
|
|
| (22,012 |
| ) |
|
|
|
|
| 171,103 |
|
|
|
|
|
|
| (116,108 |
| ) |
|
|
|
|
| 54,995 |
|
|
| INCOME TAX PROVISION |
|
|
| — |
|
|
|
|
| — |
|
|
|
|
|
|
| — |
|
|
|
|
| — |
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| (16 |
| ) |
|
|
|
|
| (16 |
| ) |
|
|
|
|
| — |
|
|
|
|
|
|
| (16 |
| ) |
| SEGMENT PROFIT (LOSS)/NET INCOME |
| $ |
| 12,637 |
|
|
| $ |
| (2,777 |
| ) |
|
|
| $ |
| 184,291 |
|
|
| $ |
| (1,036 |
| ) |
|
|
| $ |
| 193,115 |
|
|
|
|
| $ |
| (22,028 |
| ) |
|
|
| $ |
| 171,087 |
|
|
|
|
| $ |
| (116,108 |
| ) |
|
|
| $ |
| 54,979 |
|
|
| (1) |
| Represents the removal of the Great Park Venture and Gateway Commercial Venture operating results, which are included in the Great Park segment and Commercial segment operating results at 100% of each venture’s historical basis, respectively, but are not included in our consolidated results as we account for our investments in each venture using the equity method of accounting. |
| (2) |
| For the Great Park and Commercial segments, represents the revenues and expenses attributable to the management company for providing services to the Great Park Venture and the Gateway Commercial Venture, as applicable. |
The table below reconciles the Great Park segment results to the equity in (loss) earnings from our investment in the Great Park Venture that is reflected in the condensed consolidated statements of operations for the three and nine months ended September 30, 2023 (in thousands):
|
|
| Three Months Ended September 30, 2023 |
|
|
| Nine Months Ended September 30, 2023 |
| Segment profit from operations |
| $ |
| 640 |
|
|
|
|
| $ |
| 184,291 |
|
|
| Less net income of management company attributed to the Great Park segment |
|
|
| 2,021 |
|
|
|
|
|
|
| 14,772 |
|
|
| Net (loss) income of the Great Park Venture |
|
|
| (1,381 |
| ) |
|
|
|
|
| 169,519 |
|
|
| The Company’s share of net (loss) income of the Great Park Venture |
|
|
| (518 |
| ) |
|
|
|
|
| 63,570 |
|
|
| Basis difference accretion (amortization), net |
|
|
| 106 |
|
|
|
|
|
|
| (10,498 |
| ) |
| Equity in (loss) earnings from the Great Park Venture |
| $ |
| (412 |
| ) |
|
|
| $ |
| 53,072 |
|
|
The table below reconciles the Commercial segment results to the equity in loss from our investment in the Gateway Commercial Venture that is reflected in the condensed consolidated statements of operations for the three and nine months ended September 30, 2023 (in thousands):
|
|
| Three Months Ended September 30, 2023 |
|
|
| Nine Months Ended September 30, 2023 |
| Segment loss from operations |
| $ |
| (358 |
| ) |
|
|
| $ |
| (1,036 |
| ) |
| Less net income of management company attributed to the Commercial segment |
|
|
| 110 |
|
|
|
|
|
|
| 321 |
|
|
| Net loss of the Gateway Commercial Venture |
|
|
| (468 |
| ) |
|
|
|
|
| (1,357 |
| ) |
| Equity in loss from the Gateway Commercial Venture |
| $ |
| (351 |
| ) |
|
|
| $ |
| (1,018 |
| ) |
View source version on businesswire.com: https://www.businesswire.com/news/home/20231019419445/en/
Investor Relations:
Kim Tobler, 949-425-5211
Kim.Tobler@fivepoint.com
or
Media:
Eric Morgan, 949-349-1088
Eric.Morgan@fivepoint.com