Five Point Holdings, LLC Reports Second Quarter 2023 Results

By: Five Point Holdings, LLC via Business Wire

July 20, 2023 at 16:10 PM EDT

Second Quarter 2023 Highlights

Great Park Venture sold 798 homesites on approximately 84 acres of land and recognized revenue of $357.8 million.

Great Park Venture distributions and incentive compensation payments to the Company totaled $103.8 million.

Great Park builder sales of 177 homes during the quarter compared to 255 in the first quarter of 2023.

Valencia builder sales of 79 homes during the quarter compared to 75 in the first quarter of 2023.

Consolidated revenues of $21.3 million; consolidated net income of $50.6 million, which includes $52.3 million equity in earnings from the Great Park Venture.

Cash and cash equivalents of $193.2 million as of June 30, 2023.

Debt to total capitalization ratio of 24.7% and liquidity of $318.2 million as of June 30, 2023.

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 second quarter 2023 results.

Dan Hedigan, Chief Executive Officer, said, “During the second quarter, we were able to execute effectively on our three main priorities (generating revenue, rightsizing SG&A, and managing capital spend) and to achieve results that exceeded our expectations. For the quarter, we had $50.6 million in consolidated net income and a net cash increase of $86.6 million, leaving us with a cash balance of $193.2 million at quarter end. While these results are due in part to the residential land sale market that has strengthened throughout the year, it is also a testament to the management team and our continued focus on matching our capital spend with near term revenue opportunities. Five Point has created a strong organizational base for moving the development of our communities forward and creating value for our shareholders.”

Consolidated Results

Liquidity and Capital Resources

As of June 30, 2023, total liquidity of $318.2 million was comprised of cash and cash equivalents totaling $193.2 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 June 30, 2023

Revenues. Revenues of $21.3 million for the three months ended June 30, 2023 were primarily generated from management services. Additionally, we collected $22.0 million in incentive compensation payments under our development management agreement with the Great Park Venture.

Equity in earnings from unconsolidated entities. Equity in earnings from unconsolidated entities was $52.1 million for the three months ended June 30, 2023. The Great Park Venture generated net income of $168.2 million during the three months ended June 30, 2023, and our share of the net income from our 37.5% percentage interest, adjusted for basis differences, was $52.3 million. Additionally, we recognized $0.5 million in loss from our 75% interest in the Gateway Commercial Venture.

During the three months ended June 30, 2023, the Great Park Venture sold 798 homesites on approximately 84 acres of land at the Great Park Neighborhoods. The Great Park Venture recognized $357.8 million in revenue, consisting of $214.7 million paid at closing plus $143.1 million in revenue representing variable consideration from future price participation payments expected to be received when homes are sold to homebuyers. After completing the land sale, the Great Park Venture made aggregate distributions of $25.5 million to holders of Legacy Interests and $218.0 million to holders of Percentage Interests. We received $81.8 million for our 37.5% Percentage Interest.

Selling, general, and administrative. Selling, general, and administrative expenses were $12.7 million for the three months ended June 30, 2023.

Net income. Consolidated net income for the quarter was $50.6 million. Net income attributable to noncontrolling interests totaled $27.0 million, resulting in net income attributable to the Company of $23.6 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, July 20, 2023 at 5:00 p.m. Eastern Time. Dan Hedigan, Chief Executive Officer, and Leo Kij, Interim 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 two 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 13740212. The telephonic replay will be available until 11:59 p.m. Eastern Time on July 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. This press release may contain forward-looking statements regarding: our expectations of our future revenues, costs and financial performance; future demographics and market conditions in the areas where our communities are located; the outcome of pending litigation and its effect on our operations; the timing of our development activities; and the timing of future real estate purchases or sales. 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 June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
REVENUES:
Land sales	$	16		$	14		$	(9	)	$	571
Land sales—related party		(29	)		1,711			595			1,712
Management services—related party		20,774			2,703			25,010			6,250
Operating properties		588			965			1,454			1,746
Total revenues		21,349			5,393			27,050			10,279
COSTS AND EXPENSES:
Land sales		—			—			—			—
Management services		9,682			2,200			12,048			4,884
Operating properties		1,798			2,378			2,970			4,217
Selling, general, and administrative		12,710			12,651			26,462			29,442
Restructuring		—			—			—			19,437
Total costs and expenses		24,190			17,229			41,480			57,980
OTHER INCOME (EXPENSE):
Interest income		1,293			117			2,129			138
Miscellaneous		(20	)		112			(41	)		224
Total other income		1,273			229			2,088			362
EQUITY IN EARNINGS (LOSS) FROM UNCONSOLIDATED ENTITIES		52,128			643			53,176			(389	)
INCOME (LOSS) BEFORE INCOME TAX PROVISION		50,560			(10,964	)		40,834			(47,728	)
INCOME TAX PROVISION		(5	)		(8	)		(13	)		(13	)
NET INCOME (LOSS)		50,555			(10,972	)		40,821			(47,741	)
LESS NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS		26,984			(5,861	)		21,786			(25,500	)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	$	23,571		$	(5,111	)	$	19,035		$	(22,241	)

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE
Basic	$	0.34		$	(0.07	)	$	0.28		$	(0.32	)
Diluted	$	0.34		$	(0.07	)	$	0.27		$	(0.33	)
WEIGHTED AVERAGE CLASS A SHARES OUTSTANDING
Basic		68,811,975			68,495,523			68,758,894			68,332,460
Diluted		145,040,689			69,635,563			144,939,450			69,472,500
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)

	June 30, 2023			December 31, 2022
ASSETS
INVENTORIES	$	2,254,935		$	2,239,125
INVESTMENT IN UNCONSOLIDATED ENTITIES		302,337			331,594
PROPERTIES AND EQUIPMENT, NET		29,668			30,243
INTANGIBLE ASSET, NET—RELATED PARTY		31,656			40,257
CASH AND CASH EQUIVALENTS		193,203			131,771
RESTRICTED CASH AND CERTIFICATES OF DEPOSIT		992			992
RELATED PARTY ASSETS		89,933			97,126
OTHER ASSETS		11,179			14,676
TOTAL	$	2,913,903		$	2,885,784

LIABILITIES AND CAPITAL
LIABILITIES:
Notes payable, net	$	621,419		$	620,651
Accounts payable and other liabilities		90,760			94,426
Related party liabilities		83,684			93,086
Deferred income tax liability, net		11,506			11,506
Payable pursuant to tax receivable agreement		173,208			173,068
Total liabilities		980,577			992,737

REDEEMABLE NONCONTROLLING INTEREST		25,000			25,000
CAPITAL:
Class A common shares; No par value; Issued and outstanding: June 30, 2023—69,199,938 shares; December 31, 2022—69,068,354 shares
Class B common shares; No par value; Issued and outstanding: June 30, 2023—79,233,544 shares; December 31, 2022—79,233,544 shares
Contributed capital		589,634			587,733
Retained earnings		52,421			33,386
Accumulated other comprehensive loss		(2,939	)		(2,988	)
Total members’ capital		639,116			618,131
Noncontrolling interests		1,269,210			1,249,916
Total capital		1,908,326			1,868,047
TOTAL	$	2,913,903		$	2,885,784

FIVE POINT HOLDINGS, LLC SUPPLEMENTAL DATA (In thousands) (Unaudited)
Liquidity
	June 30, 2023
Cash and cash equivalents	$	193,203
Borrowing capacity⁽¹⁾		125,000
Total liquidity	$	318,203

(1)

As of June 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
	June 30, 2023
Debt⁽¹⁾	$	625,000
Total capital		1,908,326
Total capitalization	$	2,533,326
Debt to total capitalization		24.7	%

Debt⁽¹⁾	$	625,000
Less: Cash and cash equivalents		193,203
Net debt		431,797
Total capital		1,908,326
Total net capitalization	$	2,340,123
Net debt to total capitalization⁽²⁾		18.5	%

(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 six months ended June 30, 2023 (in thousands):

	Three Months Ended June 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	$	16		$	—		$	358,668	$	—		$	358,684		$	—		$	358,684		$	(358,668	)	$	16
Land sales—related party		(29	)		—			1,928		—			1,899			—			1,899			(1,928	)		(29	)
Management services—related party⁽²⁾		—			—			20,670		104			20,774			—			20,774			—			20,774
Operating properties		426			162			—		2,021			2,609			—			2,609			(2,021	)		588
Total revenues		413			162			381,266		2,125			383,966			—			383,966			(362,617	)		21,349
COSTS AND EXPENSES:
Land sales		—			—			165,749		—			165,749			—			165,749			(165,749	)		—
Management services⁽²⁾		—			—			9,682		—			9,682			—			9,682			—			9,682
Operating properties		1,798			—			—		1,019			2,817			—			2,817			(1,019	)		1,798
Selling, general, and administrative		3,394			1,049			1,815		1,033			7,291			8,267			15,558			(2,848	)		12,710
Management fees—related party		—			—			27,388		—			27,388			—			27,388			(27,388	)		—
Total costs and expenses		5,192			1,049			204,634		2,052			212,927			8,267			221,194			(197,004	)		24,190
OTHER (EXPENSE) INCOME:
Interest income		—			2			1,907		—			1,909			1,291			3,200			(1,907	)		1,293
Interest expense		—			—			—		(575	)		(575	)		—			(575	)		575			—
Miscellaneous		(20	)		—			—		—			(20	)		—			(20	)		—			(20	)
Total other (expense) income		(20	)		2			1,907		(575	)		1,314			1,291			2,605			(1,332	)		1,273
EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES		261			—			606		—			867			—			867			51,261			52,128
SEGMENT (LOSS) PROFIT/INCOME BEFORE INCOME TAX PROVISION		(4,538	)		(885	)		179,145		(502	)		173,220			(6,976	)		166,244			(115,684	)		50,560
INCOME TAX PROVISION		—			—			—		—			—			(5	)		(5	)		—			(5	)
SEGMENT (LOSS) PROFIT/NET INCOME	$	(4,538	)	$	(885	)	$	179,145	$	(502	)	$	173,220		$	(6,981	)	$	166,239		$	(115,684	)	$	50,555

(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.

	Six Months Ended June 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	$	(9	)	$	—		$	361,801	$	—		$	361,792		$	—		$	361,792		$	(361,801	)	$	(9	)
Land sales—related party		595			—			7,395		—			7,990			—			7,990			(7,395	)		595
Management services—related party⁽²⁾		—			—			24,799		211			25,010			—			25,010			—			25,010
Operating properties		1,130			324			—		4,175			5,629			—			5,629			(4,175	)		1,454
Total revenues		1,716			324			393,995		4,386			400,421			—			400,421			(373,371	)		27,050
COSTS AND EXPENSES:
Land sales		—			—			165,749		—			165,749			—			165,749			(165,749	)		—
Management services⁽²⁾		—			—			12,048		—			12,048			—			12,048			—			12,048
Operating properties		2,970			—			—		1,803			4,773			—			4,773			(1,803	)		2,970
Selling, general, and administrative		6,041			2,242			5,143		2,153			15,579			18,179			33,758			(7,296	)		26,462
Management fees—related party		—			—			31,848		—			31,848			—			31,848			(31,848	)		—
Total costs and expenses		9,011			2,242			214,788		3,956			229,997			18,179			248,176			(206,696	)		41,480
OTHER (EXPENSE) INCOME:
Interest income		—			3			3,208		—			3,211			2,126			5,337			(3,208	)		2,129
Interest expense		—			—			—		(1,108	)		(1,108	)		—			(1,108	)		1,108			—
Miscellaneous		(41	)		—			—		—			(41	)		—			(41	)		—			(41	)
Total other (expense) income		(41	)		3			3,208		(1,108	)		2,062			2,126			4,188			(2,100	)		2,088
EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES		359			—			1,236		—			1,595			—			1,595			51,581			53,176
SEGMENT (LOSS) PROFIT/INCOME BEFORE INCOME TAX PROVISION		(6,977	)		(1,915	)		183,651		(678	)		174,081			(16,053	)		158,028			(117,194	)		40,834
INCOME TAX PROVISION		—			—			—		—			—			(13	)		(13	)		—			(13	)
SEGMENT (LOSS) PROFIT/NET INCOME	$	(6,977	)	$	(1,915	)	$	183,651	$	(678	)	$	174,081		$	(16,066	)	$	158,015		$	(117,194	)	$	40,821

(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 earnings from our investment in the Great Park Venture that is reflected in the condensed consolidated statements of operations for the three and six months ended June 30, 2023 (in thousands):

	Three Months Ended June 30, 2023			Six Months Ended June 30, 2023
Segment profit from operations	$	179,145		$	183,651
Less net income of management company attributed to the Great Park segment		10,988			12,751
Net income of the Great Park Venture		168,157			170,900
The Company’s share of net income of the Great Park Venture		63,059			64,088
Basis difference amortization, net		(10,737	)		(10,604	)
Equity in earnings from the Great Park Venture	$	52,322		$	53,484

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 six months ended June 30, 2023 (in thousands):

	Three Months Ended June 30, 2023			Six Months Ended June 30, 2023
Segment loss from operations	$	(502	)	$	(678	)
Less net income of management company attributed to the Commercial segment		104			211
Net loss of the Gateway Commercial Venture		(606	)		(889	)
Equity in loss from the Gateway Commercial Venture	$	(455	)	$	(667	)

View source version on businesswire.com: https://www.businesswire.com/news/home/20230720083825/en/

Contacts

Investor Relations:

Leo Kij, 949-349-1029

Leo.Kij@fivepoint.com

Media:

Eric Morgan, 949-349-1088

Eric.Morgan@fivepoint.com