Five Point Holdings

Greetings and welcome to the Five Point Holdings LLC fourth quarter and year-end 2022 conference call. As a reminder, this call is being recorded. Today's conference may include forward-looking statements regarding Five Point's business, financial condition, operations, cash flow, strategy, and prospects. Forward-looking statements represent Five Point's estimates on the date of this conference call and are not intended to give any assurance as to actual future results. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties. Many factors could affect future results and may cause Five Points actual activities or results to differ materially from the activities and results anticipated in forward-looking statements. These factors include those described in today's press release and Five Points SEC filings including those in the risk factor section of FivePoint's most recent annual report on Form 10-K filed with the SEC. Please note that FivePoint assumes no obligation to update any forward-looking statements. Now, I would like to turn the call over to Dan Hedigen, Chief Executive Officer.

Thank you, Joe. Good afternoon, everyone, and thank you for joining our call. I have with me today Leo Key, our Interim Chief Financial Officer, Mike Alvarado, our Chief Legal Officer, and Kim Tobler, our Vice President, Treasury and Tax. Stuart Miller, our Executive Chairman, is joining us remotely. I am pleased to update you today on the progress of the company through the fourth quarter and for the full year of 2022. I'll also update you on our team's focus as we move through the current real estate market down cycle and our strategies for 2023. Next, Leo will give an overview of the company's financial performance and condition. We'll then open the line for questions to our management team. It is notable for our first time we're reporting our earnings within three weeks of the close of our quarter. We are in control of our business. As I wrap up my first year as CEO of FivePoint, I'd like to recognize the extraordinary efforts of our team and to say I'm very proud of them. 2022 was a year of organizational transition while operating through the impacts resulting from the Federal Reserve's aggressive increase in interest rates. Through it all, the team has remained focused on our operational priorities. Turning to our financial results, consolidated net income in our fourth quarter was $22.5 million, and our SG&A was $13.1 million, a $4.5 million reduction in SG&A compared to Q4 2021. Consolidated SG&A for the year was $54.6 million, a 29 percent reduction from 2021. We ended the year with cash and cash equivalents of $131.8 million. Two key successes contributed to our fourth quarter positive results. The first was our execution on our commercial land sales strategy, where the Great Park Venture closed on a very strong sale of approximately 42 acres of commercial land for $240 million, or $5.7 million per acre. As a result of this sale and the strong cash position of the Great Park Venture, we received distributions and incentive compensation payments from the Great Park Venture of approximately $67 million. Our second key success during the quarter was renewal of our development management with Great Park Venture, which is now extended through the end of 2024. This extension reflects the strong value add that our management team brings to the partnership. As we start the new year, in being well aware that increased interest rates have changed the market dynamics, we'll be focused on three main priorities, generating revenue, managing our capital spend, and managing SG&A. Execution on these priorities should generate net positive cash flow for 2023 and provide the liquidity to allow us to capitalize on the opportunities that we expect to be available when the market stabilizes. With the establishment of our commercial land business, we now have two potential sources of meaningful revenue, residential and commercial. During 2023, we anticipate that the Fed interest rate tightening cycle will end and the housing market will adjust to the new interest rate environment, expanding buyer demand as the year progresses. Although we see 2023 as a transition year in residential, the one reality that cannot be denied is that in our California markets, housing is still in short supply, and there is still demand for well-located homes in master-planned communities. We will remain patient and manage our business through realities of the current market. To that end, we'll be looking to work with the builders to sell land at prices that reflect the balance between current market conditions and the scarcity of entitled land inventory in our markets. Following the successful commercial land sale at the Great Park last quarter, remain optimistic in moving forward with our unique commercial land offerings at the Great Park and Valencia, both of which are positioned within land-constrained markets. Additionally, we continue to have historically low vacancy rates in the industrial market, coupled with continued rent growth, which we expect will continue to drive demand in this preferred asset class. With over half of the land in our initial commercial offering at the Great Park already sold, and continued interest in negotiations on remaining sites remain confident in the continued demand in the commercial markets for not only industrial uses, but for other uses as well. In many instances, we have the only entitled and ready to develop commercial and industrial land of its kind in the market. Our desirable communities and our unique assets are complemented by a balance sheet that enables us to maximize value with patient offerings. At quarter end, our balance sheet reflected $131.8 million of cash on hand and zero dollars drawn on a $125 million revolver, giving us available liquidity of $256.8 million and a debt capitalization ratio of 25.1%. We also have no principal debt repayment obligations on our senior notes in 2023 or 24. I'll now provide some updates on each of our communities. The open builder neighborhoods at the Great Park continue to sell homes, but it reduced absorption rates compared to last year. As has been the pattern in prior new home sales slowdowns, coastal California holds up better than inland markets, and that is what we're seeing at our communities. During the fourth quarter, builders in our Great Park community sold 113 homes, up from 82 homes in Q3, and for the year sold 326 homes. Solis Park, which had its first model complex opened in July of 2022, currently has 636 homes remaining, sell out of the original 849. Even though these numbers are small by historic standards, based on the current pace of home sales and a typical time period for builders to move from land acquisition to omni-model homes, we believe that there will be a need for the builders to begin buying land again in 2023 to position themselves for new home sales in 2024. Our next residential community in Great Parks, District 5 South, which is a community of 719 homes and 11 neighborhoods, will be our focus in 2023. We previously brought this community to market right before the Federal Reserve began its aggressive rate increases. And after initial strong interest, many of the builders paused their land purchases. We've begun new conversations with the builders and would anticipate moving forward on some of the sites this year. On top of the ongoing residential opportunities at Great Park, we're actively engaged in selling a balance for our initial commercial land offering. Our commercial parcels offered to the South County market, something that's not been available for years, large parcels of entitled land with flexible zoning that allows for multiple uses, including life sciences, R&D, office, and industrial, among others. In Valencia, new home sales by builders totaled 49 homes during the fourth quarter, down from 166 homes in the third quarter, reflecting the limited available inventory. For the year, builders sold a total of 594 homes, with 11 of 18 programs now sold out, and currently only 322 remaining homes available from our initial 1,268-home offering. Builders continue to work on their models for the next area of Valencia, which incomes us eight new neighborhoods and 598 homes, These neighbors are expected to open in the second and third quarters this year, creating additional inventory to drive builder sales. While we did not close any home sites in 2022, we're still engaging with the builders while concurrently looking at opportunities to add single-family floor rent and multifamily floor rent products to our mix of offerings. In particular, multifamily is a strong real estate segment that could provide housing options for residents and land revenues for us. even during this time when this for-sale residential market is under pressure. Finally, we also have commercial opportunities in Valencia, and we plan to bring a prime 35-acre site to the market in the first quarter of 2023. San Francisco remains a priority for Five Point and for the city and county of San Francisco. It is irreplaceable land along San Francisco Bay with a broad mix of approved development opportunities. As we start the new year, we have initiated the process to obtain approval of a plan that rebalances the current development entitlements to facilitate candlestick moving forward ahead of Hunters Point Shipyard, while still maintaining the overall community development mix. Concurrently, we're working with the city to update the existing tax increment financing timeline to account for the Navy delays at Hunters Point. 2023 will be a pivotal year for San Francisco as we work through these issues and set the groundwork for the standalone development of Candlestick as the first phase of the larger mixed-use community. In an effort to provide some context to the coming year, I feel it would be helpful to provide some sense of how we see this next year progressing. Clearly, there remains much uncertainty amid these challenging market conditions. Therefore, my comments will be more general in nature. First, I'd like to reiterate that the positive finish to 2022 confidence in our commercial land strategy. We expect to have commercial land sales at the Great Park in Valencia during 2023. Further, as we reengage with our GIST builders over the next few months, we expect to be able to find mutually beneficial ways to structure and price our valuable residential lands. At this time, we don't feel it would be prudent to provide estimates of the number of commercial acres or potential home site sales. We expect that the majority of 2023 land sales will occur in the third and fourth quarters. Generally, for the first half of 2023, we expect to generate cash from all sources of between 80 and 100 million dollars, offset by total capital expenditures of 45 to 55 million dollars, debt service payments and other accruals of approximately 45 million dollars, and other expenses of 10 million dollars for accumulative expenditures of between $95 and $110 million, and by anticipated SG&A expenses of between $12 and $13 million per quarter, or approximately $25 million for the first half of the year. We will continue to look for additional savings opportunities in our SG&A. While our cash flow for the first half of the year is expected to be mildly negative, we continue to make constructive progress to a cash flow positive model which we believe will be obtained by the second half of the year and into the future. In summary, our last half of 2022 was challenging for the entire industry, and we are well aware of the headwinds we are still facing. We are cautiously optimistic about the opportunities available to us in 2023, and we're confident in our ability to capitalize on them. With a focus on accountability, we're looking to drive bottom-line performance, create positive cash flow, and fortify our balance sheet while building shareholder value. We will continue to monitor the impact of rising interest rates and inflation on buyer demand for housing, and we'll adjust our plans proactively to preserve and maximize the value of our master plan communities. Despite the recent challenges created by market conditions, we have positive momentum and are feeling ever more optimistic about our future. Now let me turn it over to Leo, who will report on our financial results.

Thanks, Dan. A summary of our financial results was included in the earnings release issued earlier today, in which we reported consolidated net income of $22.5 million for the quarter. We recognized $17 million in revenue that was mostly generated by our Valencia and management company segments. Selling, general, and administrative expenses were $13.1 million, which represents a reduction of 25.5% compared to the same quarter last year. The decrease reflects our reduction in headcount as previously reported during our first quarter earnings call. Equity in earnings from our unconsolidated entities was $26.2 million and was primarily a result of recognizing our share of the net income generated from the commercial land sale at the Great Park Venture that Dan described earlier. Turning to the balance sheet and liquidity, our net increased inventory for the quarter was $9.6 million. This increase includes accrued capitalized interest on our senior notes of $12.3 million and a decrease of $27.7 million for reimbursement from a community facilities district, or CFD, for certain public infrastructure costs. that have been incurred as part of the development process at our Valencia segment. This is the first CFD reimbursement we have received since we started the current development in Valencia. As the community grows and the qualifying costs are incurred, we expect to receive more reimbursements. We paid semi-annual interest of $24.6 million on our senior notes And we paid $4.1 million, including $700,000 of interest, against our related party EB-5 reimbursement obligation. Distributions and incentive compensation of $66.9 million was received from our interest in the Great Park venture. And we also received a distribution from our interest in the Gateway venture of $8.6 million. As recently reported on an 8K filing, our development management agreement with the Great Park Venture was renewed through December 31st, 2024. The compensation payable to our management company during the renewal term remains unchanged, which includes a monthly base fee payment and incentive compensation payments equal to 9% of any distributions made by the Great Park Venture to holders of percent interests. Total liquidity was $256.8 million at quarter end. This is comprised of $131.8 million of cash and cash equivalents and $125 million of available borrowing capacity under our revolving credit facility. No borrowings or letters of credit were outstanding as of December 31st. Our debt-to-total capitalization ratio was stable at 25.1%, and our net debt-to-capitalization ratio, after taking into account our cash balance, was 20.9%. The company has four reporting segments, Valencia, San Francisco, Great Park, and Commercial. Segment results for the fourth quarter are as follows. The Valencia segment recognized a $509,000 loss for the quarter. There were no land sale closings in Valencia. However, the segment did report revenue of $3.8 million. Most of this revenue related to changes in estimates of variable consideration from the amounts previously recorded on prior land sales, including profit participation that we collect from our home builders. Segment revenue was offset by selling general and administrative costs of $3.1 million that were mostly comprised of employee compensation as well as selling and marketing costs in support of our active development areas. The San Francisco segment recognized a $1.2 million loss for the quarter. This loss is comprised of general and administrative costs incurred to support the segment's continued focus on reassessing the development plan in the approval process for our San Francisco assets. Our Great Park segment reported net income of $93.7 million for the quarter, which is comprised of $5.1 million in net income generated by our management company and net income of $88.6 million from the venture's operations. As it relates to the management company, Five Point recognized $13 million in management fee revenue during the quarter. $3 million of which was from monthly base fee payments and $10 million of which was from non-cash revenue recognized for changes in estimated incentive compensation payments expected when the venture makes future distributions. Offsetting these revenues were expenses of $7.9 million, comprised of $2.2 million for the cost of providing management services, primarily the project team compensation, as well as $5.7 million of amortization expense associated with our development, management, and tangible asset. The venture's operations recognized revenue of $244.4 million during the quarter. This is mostly comprised of the sale of approximately 42 acres of commercial land for a purchase price of $240 million. Offsetting these revenues were cost of land sales of $140.6 million, SG&A of $2.5 million, and related party management fee expense of $14.7 million. Management fee expense is comprised of $3 million of monthly base fee payments and $11.7 million increase in accrued incentive compensation resulting from a change in estimate of aggregate payments probable of being made as the venture makes future distributions. We own 37.5% interest of the Great Park Venture and 100% of the management company. Although the Great Park segment reports the full results of the Great Park Venture, our investment is reported under the equity method of accounting, and therefore the assets, liabilities, results of operations, and cash flows of the venture are not consolidated within our financial statements. The company's equity and earnings from the Great Park Venture After adjusting for investment basis difference of $7.2 million, it was $26.1 million for the quarter. The Great Park Venture is a self-funding operation with no debt and had a cash balance of $149 million at the end of the quarter. Moving to our commercial segment, we had a net loss of $192,000 for the quarter. This included a $300,000 loss from the operations of the Gateway Commercial Venture and $100,000 in income from the services provided by our management company. The venture is a self-funding operation and had a cash balance of $5 million at the end of the quarter. We own 75% of the Gateway Commercial Venture and 100% of the management company. Our investment in the venture is reported under the equity method of accounting, and therefore the assets, liabilities, cash flows, and results of operations of the venture are not consolidated in our financial statements. Five points equity and loss for the quarter from the Gateway Commercial Venture was 224,000. With that, I'll turn it over to the operator for questions. Thank you.