Five Point - Q1 2023

Transcript

Operator (participant)

This call is being recorded. Today's conference may include forward-looking statements regarding FivePoint's business, financial condition, operations, cash flow, strategy, and prospects. Forward-looking statements represent FivePoint's estimate 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 FivePoint's 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 in FivePoint's SEC filings, including those in the Risk Factors 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.

I would like to turn the call over to Dan Hedigan, Chief Executive Officer.

Dan Hedigan (CEO)

Thank you. Good afternoon, everyone. Thank you for joining our call. I have with me today Leo Kij, our Interim Chief Financial Officer, Mike Alvarado, our Chief Legal Officer, Greg McWilliams, our Chief Policy Officer, and Kim Tobler, our Vice President, Treasury and Tax. Stuart Miller, our Executive Chairman, is joining us remotely. I'm pleased to update you today on the progress of the company through the first quarter of this year. I will also update you on our team's focus during the quarter as we work through a complicated real estate market and the steps we are taking to implement our strategic focus in 2023. Leo will give an overview of the company's financial performance and condition. We will open the line for questions to our management team.

With that said, our financial results for the first quarter of 2023 reflect continued progress and improvement for FivePoint in what have been challenging economic conditions. While for the quarter, although we had a consolidated net loss of $9.7 million, we continued to carefully manage cash outflows, and our SG&A continued to shrink to $13.8 million, which is 18.1% lower than Q1 of 2022. Our first quarter is typically a weak quarter for revenues and bottom line. We have positioned the company for substantial cash flow in the second quarter with a sizable land sale and other cash generation at the Great Park that we anticipate will result in a meaningful distribution for partnership in the quarter.

We also expect to increase our cash flow and bottom line over the course of the year through additional sales that are positioned for closing before year-end. At the quarter end, our balance sheet reflected $106.6 million of cash on hand and $0 drawn on our $125 million revolver, giving us available liquidity of $231.6 million and a debt-to-capitalization ratio of 25.2%. We also have no principal debt repayment obligations on our senior notes this year or next. From an economic perspective, the first quarter continued to be a complicated one in the land market, even while the home sales market started to stabilize. Although we entered January with interest rates declining and home buyer demand increasing from fourth quarter levels, interest in land purchases remained quiet through the quarter.

Of course, in March, issues rising out of Silicon Valley Bank and the banking world continued to limit interest in land purchases as the market sorted out the banking crisis. Nevertheless, we expect interest in land acquisition to accelerate this quarter and next quarter as the banking crisis subsides and home sales continue to stabilize and accelerate as well. We're already seeing that home buyers are adjusting to the new interest rate environment, expanding buyer demand and peaking home builder interest in future land offerings. Additionally, housing continues to be in short supply in our California markets, and there is still demand for well-located homes and master planned communities. Recognizing these underlying positive drivers, our goal is to remain patient and manage our business to the current realities of the market, while we feel confident that land buyers will soon seek to purchase land to satisfy housing demand.

To that end, we'll continue 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. I'll speak a bit more to this in a moment when I give you my community update. On the commercial land side of our business, we remain optimistic in moving forward with our unique commercial land offerings at the Great Park and Valencia. 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. Our desirable communities and our unique assets are complemented by a balance sheet that enables us to maximize value with patient offerings.

Last quarter, I told you that we are in control of our business. To that end, we have continued executing on our three main priorities: generating revenue, managing and limiting our capital spend, and right-sizing our SG&A. I commend our team for their focus during the first quarter on these priorities. As with the start of each year, our primary focus has been directed towards positive cash generation. This will remain our priority for the remainder of 2023. We have a variety of sources of cash, only some of which get reported as revenue on our financial statements. These sources include land sales, distributions from joint ventures, proceeds from public financing structures we have in place in our communities that reimburse us for significant portions of the infrastructure we construct in our communities.

I think you've, in the past, you've heard me refer to these as our CFD and our TIF, or our tax reimbursement financing proceeds. We also receive management fees, incentive compensation, and then other reimbursements and recoveries. Consistent with our 2023 business plan, we didn't expect any significant revenue events in the first quarter. However, we did receive $17.7 million of CFD proceeds in Valencia, and made good progress in moving forward with new land sale opportunities, which we believe will allow us to meet the positive cash generation guidance we gave you on our last call. Regarding how we are progressing with our other two priorities, managing our capital spend and managing SG&A, we're tracking closely to the guidance we gave you for the first half of the year, which was SG&A of approximately $25 million, and capital spend of between $45 million and $55 million.

We've been minimizing our infrastructure and land development spend where we do not foresee a near-term revenue event, have been continuing to re-reduce SG&A where possible and proven to do so. As a result, we expect to finish the second quarter consistent with or better than our guidance on capital spend and SG&A. I'd also like to mention that we are continuing to stay focused on the little things that can make a difference in achieving our goals. Just two examples in this last quarter were a reduction in our rental expenses and our labor costs. In San Francisco, we were able to renegotiate our office lease to take significantly less space and reduce our costs, saving $800,000 this year and $1.6 million on an annualized basis.

Also during the quarter, we further reduced our staffing levels, which we anticipate will result in additional savings of approximately $1 million during the year. We believe these incremental improvements in our SG&A matter over time. We'll continue to stay focused on the smaller improvements alongside the more impactful improvements we can make to our business through managing our capital spend and taking additional steps to improve our land residuals. Finally, while we stay focused on SG&A, we're also actively and prudently managing our cash balances, particularly in light of the recent events with the regional banks. I'll now provide some updates on each of our communities. The open builder neighborhoods at Great Park continue to sell homes, with a strong increase in sales since the beginning of the year.

During the first quarter, builders in our Great Park community sold 255 homes, up from 113 homes in Q4. Solis Park, our primary selling community with multiple active offerings, which had its first model complex opening in July 2022, currently has 409 homes remaining to sell out of the original 849 homes. With the acceleration of new home sales, we're seeing strong builder interest in acquiring new home sites at Great Park. We're actively negotiating an agreement for the residential programs in our next community, District 5 South, which is a community of 719 homes in 11 neighborhoods.

You might recall that this was a community we initially brought to market in 2022 just prior to the beginning of the Fed's interest rate hikes, which we then pulled off the market when the builders were assessing how the new home market would react to interest rate increases. We're also actively engaged in sale of the remaining 81 home sites in our Rise community, which would close out the sale of all home sites in this community. Both of these sales are expected to close in the current quarter. Finally, indicative of the scarcity of land and growing demand for new home sites by our builders, we're actively negotiating the sale of another 80-home program, which we anticipate closing by year-end.

On top of the ongoing residential opportunities at Great Park, we have put an additional commercial site into escrow, with closing expected this year, and also anticipate the sale of the final parcel in our initial commercial land offering, which you may recall came on the market in August last year. While not the most opportune time to enter the market, our location in the heart of Orange County has supported strong interest. Our commercial parcels offered to the South Orange County market, something that's not been available for years. Large parcels of entitled land with flexible zoning that allows a multitude of uses, including industrial, distribution, life sciences, R&D, and office, among others. In Valencia, new home sales by builders totaled 75 homes during the first quarter, up from 49 homes in the fourth quarter.

11 of 18 programs on our original offering are sold out, currently there are only 246 homes remaining from our initial 1,268 home offering. Builders continue to work on their models for the next area of Valencia, which encompasses eight new neighborhoods and 598 homes. Two of these neighborhoods are expected to open in the second quarter, creating additional inventory to drive home sales. Like Irvine, builders are again engaged with us in Valencia, we anticipate entering into new land sale agreements in the second quarter. We also continue to look at opportunities to add single-family for rent and multifamily for rent products to our mix of land sale offerings.

These rental products continue to be a strong real estate segment that would provide housing options for residents and land sale revenues for us, even during this time when the for-sale residential market is adjusting to higher interest rates. This quarter, we've also brought to market a prime 35 acres commercial site, which is garnering strong interest, and we expect to have more to report on that later in the year. San Francisco remains a priority for FivePoint. In this quarter, we progressed in our efforts to obtain city and county approval of plan that rebalances the current development entitlements to facilitate Candlestick moving forward ahead of the Hunters Point Shipyard site. Concurrently, we're also working with the city to update the existing tax increment financing timelines to account for the Navy delays at Hunters Point.

2023 will be an important year for San Francisco as we work through these issues and set the groundwork for the standalone development of Candlestick as a first phase of this larger mixed-use community, which is located on irreplaceable land along the San Francisco Bay. Last quarter, amid the uncertainty and challenging market conditions we anticipated for 2023, we provided some general guidance focused on the first half of this year. We're not going to change our general guidance at this point other than to say we anticipate that our overall results will be consistent with or better than that guidance. We have a number of active negotiations in progress. We'll be in a better position to update you on our expectations for the second half of the year on our Q2 call. In summary, the new year started on a positive but cautious note.

While headwinds remain as we manage through interest rate increases, inflation, and credit tightening in the banking sector, we are optimistic about the opportunities available to us in 2023. We will continue to focus on generating revenue, managing our capital spend, and managing SG&A while monitoring the market, and we'll adjust our plans proactively to preserve and maximize the value of our master planned communities. We have positive momentum, and we're feeling very optimistic about our future. Let me turn it over to Leo, who will report on our financial results.

Leo Kij (Interim CFO)

Thanks, Dan. The summary of our financial results was included in the earnings release issued earlier today, in which we reported consolidated net loss of $9.7 million for the quarter. We recognized $5.7 million in revenue that was primarily from management services provided by our management company. Selling, general, and administrative expenses were $13.8 million, which represents a reduction of 18% or $3 million compared to the same quarter last year. The decrease reflects our reduction in headcount, as previously reported, as well as a reduction in selling and marketing expenses. Equity and earnings from our unconsolidated entities for the quarter was $1 million and primarily represents our interest in net income generated at the Great Park Venture. Turning to the balance sheet and liquidity, our net increase in inventory for the quarter was $21.5 million.

This increase includes accrued capitalized interest on our senior notes of $12.3 million and a decrease of $17.7 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. Excluding capitalized interest and CFD reimbursement, the resulting increase in inventory of $26.9 million was consistent with the prior quarter and 24% lower than the prior year increase of $35.6 million. During the quarter, we paid $1.4 million in addition to $700,000 of interest against our related party EB-5 reimbursement obligation. Approximately $9 million of this reimbursement obligation that was previously expected to be paid in the first quarter has been deferred to the first quarter of 2024.

Our related party has a history of receiving maturity date extensions, and we expect additional deferrals during 2023. However, such further extensions are not within our control, and there can be no assurance that any such extensions will be obtained. Total liquidity was $231.6 million at quarter end and is comprised of $106.6 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 against the revolver as of March 31st. In addition, no principal payments are currently due on our senior notes, nor are any payments currently due on our payable pursuant to our tax receivable agreement.

Our debt-to-total capitalization ratio was stable at 25.2%, and our net debt to capitalization ratio, after taking into account our cash balance, was 21.8%. Turning to our statement of operations. The company has four reporting segments: Valencia, San Francisco, Great Park, and Commercial. Segment results are as follows. The Valencia segment recognized a $2.4 million loss for the quarter. As no land sales were closed, most of this loss was comprised of selling, general, and administrative expenses of $2.6 million related to employee compensation costs as well as selling and marketing expenses in support of our active development areas and the pursuit of 2023 land sales. The San Francisco segment recognized a loss of $1 million for the quarter.

This loss is comprised of general and administrative costs incurred to support the segment's continued focus on rebalancing the current entitlement between the Candlestick and Shipyard sites, as well as working with the city to update the existing tax increment financing timelines. Our Great Park segment reported net income of $4.5 million for the quarter, which is comprised of $1.8 million in net income generated by our management company and net income of $2.7 million from the venture's operations. As it relates to the management company, FivePoint recognized $4.1 million in management fee revenues during the quarter, $3 million of which was from monthly base fee payments and $1.1 million of non-cash incentive compensation recognized as services are performed for our development management agreement. Incentive compensation will be paid as future distributions are made from the venture.

Offsetting these revenues were expenses of $2.4 million, comprised of $1.7 million for the cost of providing management services, primarily project team compensation costs, as well as $600,000 of amortization expense associated with our development management agreement and tangible asset. The venture's operations recognized revenue of $8.6 million during the quarter. This is mostly comprised of changes in estimates of variable consideration from the amounts previously reported on prior land sales, including profit participation that the venture collects from our home builders. Offsetting these revenues, we're selling, general and administrative expenses of $3.3 million and related party management fee expense of $4.5 million. 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 a minor investment basis difference, was $1.2 million for the quarter. The Great Park Venture is a self-funding operation with no debt and had a cash balance of $144 million at the end of the quarter. Lastly, our commercial segment had a net loss of approximately $200,000 for the quarter. The venture is a self-funding operation and had a cash balance of $5 million at the end of the quarter. As a reminder, we own 75% of the Gateway Commercial Venture.

Our investment in the venture is reported under the equity method of accounting. Therefore, the assets, liabilities, cash flows, and results of operations of the venture are not consolidated within our financial statements. FivePoint's equity and loss for the quarter from the Gateway Commercial Venture was approximately $200,000. With that, I'll turn it over to the operator for questions.

Operator (participant)

Thank you. We will now be conducting a Q&A session. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star key. One moment please while we pull for questions. Thank you. Our first question is from Jesse Lederman with Zelman Associates. Please proceed with your question.

Dan Hedigan (CEO)

Hey, Jesse.

Jesse Lederman (Director)

Hey, Dan, Leo, and team. Thanks for taking my questions. Nationally, we're seeing new home prices down anywhere from 5%-20% based on what home builders are telling us from the peak last year, which would, of course, imply a hit to residual land values. I understand you guys can be more patient in terms of waiting for a stronger market to sell land in. Question is, what kind of pressure are you seeing in your communities on pricing, and are you holding firm at peak prices for lot values?

Dan Hedigan (CEO)

Well, Jesse, you know, each of the builders get to price their own homes. I actually, today was actually looking at some of the sales over the last week because I was kind of somewhat curious what you're saying. The thing that surprised me is how little concessions are being given to sell homes, especially at Great Park. I think what, you know, what we've had that conversation many a times about, you know, pricing, at least in California, you know, it weakens first in the, in the inland, and then it moves towards the coast, and it recovers first in the coast and moves out. You know, while the builders are definitely pricing to meet the market, a lot of that actually occurred in January, and prices have been coming up again.

At this point, and the builders, as you can tell from the, you know, we've had up over like a 125% increase in sales from Q4 to Q1. As you can see, there is still a lot of interest in our Irvine market. You know, when I look at the pricing there, everyone kind of was beating the market in January, but today they're really actually starting to raise prices again because there's so much demand in the market. In Valencia, you know, we've seen more increase there. The biggest challenge we have there is that the limited inventory that we have, you know, we don't have across all price points, so we have fewer sales there.

Once again, there's not so there's still obviously some concessions in the market, without a doubt, but we're not seeing a whole lot of downward pressure at this moment on prices. I think whatever pressure there was, it's already occurred. Let's say really, we really saw most of it in January, and now we actually have builders that have raised prices phase over phase in some of their new releases. Once again, we're in a very unique market in California, really, truly supply constrained.

You know, the buyers are slowly adjusting to interest rates, and we're seeing that kinda increase in sales. From a standpoint of growing the land, your question on land, we actually are seeing, you know, we've really gotten back into the conversation with builders again, especially this month. We're actually seeing land prices consistent with what we were selling for a couple years ago.

Jesse Lederman (Director)

Got it. I guess a follow-up on that is, you know, with no land sales in the first quarter, you know, you talk about you're in active negotiation now and you expect, you know, some imminent sales in the next, you know, quarter or so. Is the gap now, is that kind of because home builders were sitting on the sidelines kind of waiting to see how resilient and how, you know, sustainable the demand would be?

Was the gap with no land sales in the first quarter and with builders, you know, pulling back, was that more so just a wide bid-ask spread on pricing where you were maybe holding firm, you know, at peak, you know, lot values and they were looking to get some of a deal?

Dan Hedigan (CEO)

You know, it really, the builders really got out of the land business in Q4. Obviously to close something, you gotta have it in escrow beforehand, the whole process. You know, they were all really, I think they're all looking to see what would happen in the market, what would happen in sales. You know, as I've said, you know, literally there's 400 homes available in our Irvine communities. We're now in a situation where, you know, they were on the sidelines, and they were waiting to see what was going on.

Now, you know, we are literally competitively bidding, and builders are actually raising their bids as we go back and say, "Sorry, you didn't get it." Or, "Wait a minute, let me try again." There really was a true movement to be on the sidelines, especially in December and January and even February. It is really clear to us that builders are coming back now, and what we're sending out to market, we're getting four and five builders bidding on it.

Jesse Lederman (Director)

Got it. That's really helpful. Can you just talk a little bit about what you're seeing on the cost on the development side?

Dan Hedigan (CEO)

On the land development side, you know, we have had a lot of our land ready to go. We had just one small underground job. We actually rebid it, we saved $500,000. On the land development side, we're seeing those costs go down also. Now we don't have a lot of active construction right now because of where we were in our inventory cycle, but that was one small thing we needed to get completed, and we decided to rebid it. It was a meaningful reduction in the cost. We're actually feeling pretty good about land development costs at this moment that, you know, certainly they're off of their peak.

Jesse Lederman (Director)

Got it. Thanks so much for taking my questions. I appreciate it.

Dan Hedigan (CEO)

Thanks, Jesse.

Operator (participant)

Thank you. Our next question comes from Ben Fader-Rattner with Space Summit Capital. Please proceed with your question.

Ben Fader-Rattner (Managing Member)

Hi. Thanks for taking my question. You have a bond maturity in 2025. I assume you want to get your balance sheet in a certain spot in advance of that refinancing exercise. I was just curious if you could comment on, you know, where you want your balance sheet to be specifically in advance of that bond maturity to give the company the best execution around that refi. Thank you.

Dan Hedigan (CEO)

You know, Ben, I appreciate your question, and we definitely, you know that we have that bond maturity coming. I don't think we actually have sat around and said we need to have a particular be in a particular spot on, we're looking for our balance sheet. We don't have a specific target, 'cause there's so many factors that are gonna play into it over the next couple of years. I mean, I would love to be able to give you a really, you know, a fine line answer, but it really is gonna be. Some of these things are gonna be market dependent. You know, we haven't set a particular number, but we're really.

One of the things we're focused on is maximizing our cash position. We know that we're gonna be able to make strong progress in that over the next couple years. I guess maybe that's the best answer I can give you right now, is that we know it's there, and we're really focused on our cash position, and that's one reason we start the call talking about we're really looking at cash. I hope that helps you a little bit.

Ben Fader-Rattner (Managing Member)

No. I mean, look, that's very helpful. Thank you very much. I appreciate you don't wanna give too much in the way of specifics. Thank you.

Operator (participant)

All right. There are no further questions at this time. I would like to turn the floor back to Dan Hedigan for closing comments.

Dan Hedigan (CEO)

Thank you. On behalf of our management team, we thank you for joining us on today's call and look forward to speaking with you next quarter.

Operator (participant)

This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.