Five Point - Q1 2024

Transcript

Operator (participant)

Greetings and welcome to the Five Point Holdings LLC First Quarter 2024 Conference Call. As a reminder, this call is being recorded. Today's call may include forward-looking statements regarding Five Point's business financial conditions, 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 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 Point'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 and Five Point's SEC filings, including those in the risk factor section of Five Point's most recent annual report on Form 10-K filed with the SEC.

Please note that Five Point assumes no obligation to update any forward-looking statements. Now I would like to turn the call over to Dan Hedigan, Chief Executive Officer.

Dan Hedigan (CEO)

Thank you. Good afternoon and thank you for joining our call. I have with me today Kim Tobler, our Chief Financial Officer, Mike Alvarado, our Chief Operating Officer and Chief Legal Officer, and Leo Kij, our Senior Vice President of Finance and Reporting. Stuart Miller, our Executive Chairman, is joining us remotely. On today's call, I'll update you on our Q1 results, on our team's focus during the quarter, and the steps we are taking to implement our strategic priorities. Next, Kim will give an overview of the company's financial performance and condition, with some limited guidance for the second quarter and the full year. We will then open the line for questions to our management team. Let's begin.

I am very pleased to report another strong quarterly performance for Five Point as we continue to focus on fortifying our balance sheet, controlling our expenses, and carefully managing our capital spend to match near-term revenues. Quarterly, we're happy to report a profitable first quarter, consistent with our expectations as we started the year. Our net income for the quarter was $6.1 million, which reflects the strength of the builder interest in our two active communities. Specifically, in February we sold 11.6 acres of land at the Great Park for $6.4 million per acre, for a total sales price of $74.6 million, with a 60% profit margin. This sale contributed to the $17.7 million of equity and earnings from unconsolidated investments for the quarter.

Additionally, consistent with our focus on holding down costs, we held our SG&A to $12.9 million, which is 6.5% less than the first quarter of last year. We achieved these results while there remains uncertainty around interest rates and inflation. We've been managing our business with the assumption that interest rates will remain elevated for longer than originally anticipated. While interest rates are relevant in our chronically undersupplied California market, shortages of entitled land and existing home inventory continue to drive strong demand from builders. Moving to our balance sheet, in connection with the highly successful exchange of our senior notes, we paid down our debt by $100 million, resulting in an improved debt-to-total capitalization ratio of 20.9%. We ended the quarter in a healthy liquidity position, with $233 million in cash and $0 drawn on our $125 million revolver, giving us total liquidity of $358 million.

Kim will cover more details regarding our financials during his comments. Further validating our consistent progress, I'm happy to report that S&P Global has raised our issuer credit rating to B- and upgraded our outlook to stable. S&P also raised the ratings on our senior unsecured notes to B. These upgrades reflect the team's hard work and continuing focus on our three main priorities: generating revenue and positive cash flow, controlling SG&A costs, and managing capital spend to match near-term revenue opportunities. Also reflecting tremendous progress that we have made as a team, I'd like to parenthetically note that Mike Alvarado has added new responsibilities as our Chief Operating Officer. The addition of these duties is a recognition of the expanded role Mike has already been playing for Five Point and a significant contribution to our overall operational and strategic progress.

Mike has been intimately involved with the company's assets and operations going back nearly 20 years, and his expanded role, Mike will be focused on, among other things, ensuring that we execute efficiently on our business plan and overseeing entitlement efforts across our communities. I am confident Mike will see continued success in this new role, that his leadership will help drive shareholder value. Congratulations, Mike. Let me now expand a bit on general market conditions. Notwithstanding last week's economic news on inflation, conditions in our markets remain relatively strong for home builders. The continued lack of existing home inventory, coupled with low unemployment and fairly strong consumer confidence, has helped sustain strong demand for our land in our communities. The limiting factor in demand remains affordability, which is driven in large part by the impact of higher interest rates and stubborn inflation.

While interest rates have been fluctuating, builders have a variety of incentive structures to support new home sales. With the ability to adjust those incentives in response to interest rate movements, home builders have been uniquely able to capture and sustain demand to allow new home sales to continue. In the early months of 2024, we have seen strong builder interest in our residential land offerings, as well as sustained new home demand, and we believe that demand for entitled land in our communities will continue to exceed supply. On the commercial side of our business, as we have noted before, capital markets have slowed with respect to commercial development, but we are still seeing interest from both developers and users. We're currently viewing user offers on certain commercial sites, and we expect this interest will continue to support commercial demand.

The Regional Housing Needs Assessment, or RHNA, process that is ongoing in California may also give us optionality to consider multifamily or for-sale housing on certain of our commercial sites. Let me now provide you with some updates on our communities, starting first with the Great Park Neighborhoods. As a reminder, the Great Park is the most mature of our communities, and its ongoing contribution to our financial results reflects the benefits that we and our Great Park Venture partners are receiving from the investments made in the community in prior years. During the first quarter, builders in our Great Park community sold 69 homes. That number is lower than normal due to extremely limited inventory at Solis Park, with only two remaining builder programs currently selling.

Despite the limited inventory, we're encouraged by sustained interest and traffic in the community, affirming the ongoing appeal of the Great Park Neighborhoods to prospective home buyers. We believe the builders share our sentiment as we are actively engaged with multiple builders on new land sale opportunities. Our next major neighborhood, Luna Park, opened 1 out of 13 planned programs at the end of 2023, and that program has already sold out. The remaining Luna builder programs are anticipated to start opening this month, with openings continuing through September. As these programs open, we will once again be able to offer a wide variety of housing options in Great Park Neighborhoods. As I mentioned in my last earnings call, we anticipated 2 builder sales in Q1 at Great Park. The first planned home sale closed as scheduled. The second sale required the completion of some additional work before closing.

To expedite this closing, we split the sale into two phases, one of which already closed in Q2. We anticipate closing the second phase next month. As I mentioned earlier, there remains strong home builder interest in acquiring home sites at Great Park. In this quarter, we completed the bidding process for a group of six new home programs for approximately 400 home sites. We are currently finalizing contract negotiations on those home sites. We have also started the bidding process with our home builder partners for a sale of four new programs for approximately 300 home sites. We'll have more to report on those programs later in the year. Now I'll move to Valencia, our other active community. Valencia is still in its early stages of development, with many future phases of land delivery ahead of us, which will also help address the land shortages I discussed earlier.

During the first quarter, the builders sold 62 new homes. There are now only 27 homes remaining in our initial offering of 1,268 homes. In our newest Valencia development area, we now have five new home builder programs open, with two more still to be open later this year. We are seeing continued strong demand in Valencia. These new offerings will augment our current lineup, and we anticipate that these openings will result in increased home sales. The six new programs we sold at the end of last year are anticipated to open in late 2024 and early 2025. Home builders remain engaged with us in Valencia. On the last call, we mentioned our plan to potentially convert a 35-acre site from commercial to residential use, which is permitted under our flexible zoning.

We are now finalizing an agreement to sell this 35-acre mixed-use site for 179 homes, with the sale anticipated to close in the fourth quarter this year. We also have three additional programs with approximately 200 home sites out to our home builder partners for bidding, and we expect to have more to report on those programs later in the year. Turning to San Francisco. We are continuing to work with the City and County of San Francisco to rebalance the entitlements between our two San Francisco communities, Candlestick and The Shipyard. As I've discussed before, we are seeking to rebalance to enable the development of Candlestick as a standalone project. This would allow us to begin development of Candlestick without having to wait for the Navy to complete its remediation activities at The Shipyard.

We are very focused on obtaining necessary approvals from various City and County agencies and on maintaining momentum to activate Candlestick as an initial phase of this larger mixed-use community located on irreplaceable land along the San Francisco Bay. Let me conclude by saying our first quarter has seen continuing progress on our three main priorities: generating revenue and positive cash flow, controlling SG&A costs, and managing capital spend to match near-term revenue opportunities. Additionally, our entire team is focused on progressing entitlements for our next neighborhoods in Valencia and in moving Candlestick forward through the rebalancing process. While economic and geopolitical events have impacted the financial markets during the quarter, home buyers in our markets continue to show interest in our communities, and we believe that pent-up demand will continue to be a driving force for our land sales to builders.

The underlying housing environment reflects a chronic supply shortage that is compounded by limited inventory of existing homes. Land development is a long game, and we have continuously been improving our financial condition. Our efforts today are ensuring we are well-positioned within that long game by recognizing the importance of creating and maintaining shareholder value. Now let me turn it over to Kim, who will report on our financial results and will provide some limited guidance for the remainder of the year.

Kim Tobler (CFO)

Thank you, Dan. As Dan mentioned, we were pleased to see S&P upgrade both our issuer and instrument ratings to stable B- and B- respectively. We believe that this upgrade is reflective of our improved performance and S&P's mindful understanding of the company and its assets. Let me give you a little more background on our operating results.

For the first quarter of 2024, we reported consolidated net income of $6.1 million, which included $9.9 million of revenue and $17.7 million of equity and earnings from our investment in the Great Park Venture. Within the revenue, $8.7 million of the revenue was related to our management services. The equity and earnings from the Great Park Venture were generated primarily from a sale in February of 82 home sites on 11.6 acres of land, with a land sales price of $74.6 million and a profit margin of 60% before closing costs. This sale comes out to $6.4 million per acre. The venture also recognized $17.6 million of profit participation, or so-called PAPA revenue, related to prior year land sales. Consistent with our continued focus on managing our costs, our SG&A expense was $12.9 million compared to the prior year of $13.8 million.

Now let me turn to liquidity and cash. We ended the quarter with $232.7 million of cash, as well as $125 million of availability on a revolving credit facility, resulting in total liquidity of $357.7 million. At the end of the quarter, our debt to total capitalization was an improved 20.9%. The things that materially impacted our cash balance this quarter were, first, the $100 million payment to settle our very successful senior note exchange, together with $8.3 million of accrued interest and $7.6 million of transaction costs. Second, we received $24 million in equity distributions, of which $17.7 million is reflected in our statement of cash flows as a return on our investment in our operating activities. And third, we received a $6.4 million incentive compensation payment from the Great Park Venture. Now, we also spent $17.4 million in development costs at Valencia and $1.7 million at San Francisco.

I'd like to take a minute to emphasize the significance of the Great Park Venture in our financial results. While we are actively selling land at both our Valencia project and the Great Park Venture, the Great Park Venture is a more mature master plan community, while Valencia is still in its early stages. To that point, in Valencia, we are still working through the development and sales in our first of nine villages. This first village represents only about 3,600 home sites of a total of up to approximately 21,500 home sites. At our Great Park Venture, most of the major capital costs have been incurred, and our continuing capital costs generally have been or will be recovered through CFD reimbursements.

To review, in 2023, the Great Park Venture sold 798 home sites on 84 acres and sold another 37.9 acres of commercial land for a total revenue of $532 million. The venture also recognized $21 million of profit participation, or PAPA. The venture made equity distributions of $411.2 million to holders of percentage interests, of which Five Point received $154.2 million. Five Point also received $41.6 million of incentive compensation payments. While we consult regularly with our venture partners, Five Point is the manager of the venture, and we are responsible for the day-to-day operations and direction of the development. We currently expect to maintain the current pace of sales and development for the next several years. Now for some limited guidance. We expect the second quarter net income to be similar to or slightly higher than the first quarter.

As Dan mentioned, we have already had one sale close at the Great Park in the second quarter and are expecting another one before the end of the second quarter. For the year, we expect a total of between $75-$100 million of net income, with the majority of that income being recognized in the fourth quarter. We are also expecting to end the year with between $250-$300 million of cash. We continue to see positive momentum and believe that we are seeing benefits from the company's focus and attention on our three main priorities. With that, I will turn the call back to the operator.

Operator (participant)

Thank you. Ladies and gentlemen, at this time, we will be conducting a question-and-answer session. If you'd like to ask a question, you may press star one on your telephone keypad.

Dan Hedigan (CEO)

The 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. Our first question comes from the line of Alan Ratner with Zelman & Associates. Please proceed with your question.

Alan Ratner (Managing Director)

Hey, guys. Good afternoon. Thanks for all the detail so far. Appreciate it. Dan, I guess my question is more around some of the near-term conversations you've had with builders. It sounds like you've got a number of parcels out for bidding, and I think we're unfortunately, probably three months ago, we were all hopeful that the rate outlook would look a bit better than it does today.

And with rates climbing higher, certainly the equity markets are beginning to price in some risk of a slowdown. I'm curious if there's anything you're seeing in your communities, either on the home sale side or in terms of the conversations with builders, that would suggest any of that concern or cautiousness we're seeing in the markets beginning to filter through to the housing side of things.

Dan Hedigan (CEO)

Thanks, Alan. Always good to hear from you. Interesting, Alan, is, and I think I mentioned in my remarks, what we're really seeing here is the chronic shortage of land, and in particular, buildable land, entitled land, and home sites, is really driving what we're seeing as we're talking to and actually actively bidding with builders. And that shortage of housing is actually seeing extremely strong bids and active participation by multiple builders on everything we're taking to market right now.

And once again, I think it's, I know that California is in such a unique place. There is no new home inventory or limited, I'm sorry, limited resale inventory and limited entitled land and lots. So we are not seeing any drop-off kind of due to the current financial market. And as I say, the new home builders are uniquely positioned to keep sales going, and so that's exactly what we're experiencing in the market.

Alan Ratner (Managing Director)

Great. That's encouraging to hear. On the Great Park sale in the quarter, so if I look at the price per acre, $6.4 million, it's well above the sales you recorded last year. I think the average was about $4.3 million per acre. And I know that's a lumpy number.

It looks like there might have been one other sale that was in a similar range all the way back in 2019, but I think the average has been more in the fives over the last few years. So is there anything unique to this parcel that would command a premium, or do you feel like this is fairly representative of broader inflation on lot prices that you're seeing in the community right now?

Dan Hedigan (CEO)

Well, one thing I'd mention to you, I know the sale that you're reflecting back to had a unique structure, and so you're looking at kind of the going-in price, but the coming-out price, we expect to be much higher. And then as to this specific sale, no, it really is reflective of the market. There's nothing unique about this. It really is just what we're seeing in the market today. Got it.

So as we think about the next two deals you've got under contract, obviously, it's going to be maybe a little volatile, but something in the current range, I guess, is where we should think about the future sales coming in at.

Alan Ratner (Managing Director)

Yes, absolutely. Great. Perfect. Well, I appreciate that. Thank you very much.

Dan Hedigan (CEO)

Thanks, Alan.

Operator (participant)

Our next question comes from the line of Myron Kaplan, a private investor. Please proceed with your question.

Yeah. Hi, gentlemen. Yeah. Yeah. Thanks for the call and running things well with, I guess you would say, with the SG&A under control and so forth.

Dan Hedigan (CEO)

Thank you. Yeah. Thanks, Myron. Appreciate it.

Stuart Miller (Executive Chairman)

Yeah. I guess the one thing I wanted to ask with this distribution at the Great Park is the legacy interest paid out in full at this point?

Dan Hedigan (CEO)

It is not.

We expect it to be paid out this year in total, so there's about $40 million left. Oh, sorry. Hey, Myron, I'm sorry. There's only $10 million left. $10 million.

Stuart Miller (Executive Chairman)

So that's after this last distribution?

Dan Hedigan (CEO)

Yes.

Stuart Miller (Executive Chairman)

So in Valencia, if you haven't got inventory in Valencia at the end of the first village, how can you expect for the mixed use? I mean, you said at the end of the last call, I think that you had about 140 or 50 acres left. So how can you really do business? I mean, you talk about cash flow, but how can you close on them?

Dan Hedigan (CEO)

So, Myron, one of the things that you're certainly right. The first group of lots we opened, we're down to a very small inventory there, but there's another area that there is ultimately going to be seven programs at.

5 are open, and those are actually actively selling, and we'll see more of those selling and closing later this year. So there's 2 more open there. There's 2 more communities opening there. Then we did 6 communities last year, and the first one sheltered at the end of this year, and the remainder of them sheltered at the beginning of 2025. So that inventory, those homes will keep selling, which is why we also, as I mentioned, we have sites out to bid now with builders to keep that going. The 179 homes that you mentioned, those are going to leg the market. Those should be opening up next year also.

Stuart Miller (Executive Chairman)

So if we ask you, "Where's the money?" a lot of this is sort of off in the future, yes?

Dan Hedigan (CEO)

I mean, again, we're actively selling in Valencia this year and next year, and then we'll be announcing more about what's following that as we get closer to it, Myron.

Stuart Miller (Executive Chairman)

So just one question, one item. As you mentioned Luna Park, I didn't understand at all. What's the situation in Luna Park? I mean, you were saying.

Dan Hedigan (CEO)

So yeah, Luna Park was the transaction we closed early last year, probably about this time last year when I think about it. And they've been working on the models, and there were 13 programs. It was 799 home sites, 13 programs. The first one was a very small program. It's opened and sold out, and they are now the next 12 are opening. They're starting to open this month, and they're going to continue opening. And so we'll have all of those open sometime this year.

Once again, it's the we had Solis, which is winding down. Now, Luna is another brand new community, large community like we do at the Great Park Neighborhoods, and it is in the process of opening up all of its models.

Stuart Miller (Executive Chairman)

So you'll be able to sell sites, yes?

Kim Tobler (CFO)

Yeah. Myron, we're still selling sites. Yes.

Stuart Miller (Executive Chairman)

So you can sell sites because it's like the builders are selling lots of homes, but you're not selling a lot of sites.

Kim Tobler (CFO)

Yes. So, Myron, to that point, I mean, we always like to give the color on what the sales pace is of the builders, and then we try to illustrate that we're still selling lots to them as well. That's why Dan mentioned those additional sales. Prospective sales.

Stuart Miller (Executive Chairman)

Prospective sales. Yeah. All right. Well, I guess you guys as you say, it's a long game. It certainly is.

Kim Tobler (CFO)

Thanks, Myron.

Dan Hedigan (CEO)

Bye. Bye.

Operator (participant)

As a reminder, ladies and gentlemen, it is star one to ask a question. We have a question from the line of Ken Hansen with Stifel. Please proceed with your question.

Ken Hansen (Financial Advisor)

Thanks for taking my question. Just for full disclosure, I'm a CFA but not representing Stifel on the call. I'm representing my own shareholder interest. I like the second priority that you've identified as the controlling of cost. And I know, Dan, when you came on board, you had a significant reduction in employee count. I think it was maybe a 30% reduction, something like that. And that's been helpful, I think. I'm just wondering now what you think about the size of the board. I think it was 11 when you came on board, and maybe it's down to 9.

When you think about the ratio of Board Members to employees, it seems a bit heavy, not a bit heavy, a lot heavy. Lennar has the same number of Board Members, I think, and they have 12,000 employees. I'm wondering if maybe just an optics thing, but maybe it's a flexibility thing as well, and certainly, it would be a cost savings if the board were smaller. Could you just comment on the size of the current board and any interest you have in making it more nimble and responsive?

Dan Hedigan (CEO)

Thanks. Dan, thanks for your question. The board has been nine as long as I've been here. I don't know if it was 11 once that you mentioned, but certainly, it's been nine as long as I've been here.

I can tell you that the board actually does take a look at their function and operation every year. At this point, the board is functioning well, and I would, I'd just have to defer that to the board to make those type of decisions, not to me per se. But we have, I think, a very active board that has been very supportive in my transition into these roles.

Ken Hansen (Financial Advisor)

And I think Mr. Miller's on remote. Can he respond to that?

Dan Hedigan (CEO)

Yeah. I don't think that would be appropriate to get into debating our board on this call, but we appreciate the question.

Alan Ratner (Managing Director)

Okay.

Stuart Miller (Executive Chairman)

I am on remote. I agree with Dan.

Operator (participant)

That concludes our question-and-answer session. I'd like to hand it back to Mr. Hedigan for closing remarks. Thank you so much.

Dan Hedigan (CEO)

On behalf of our Management Team, we thank you for joining us on today's call, and we look forward to speaking with you next quarter. Ladies and gentlemen, this does conclude today's teleconference. Thank you for your participation. You may disconnect your lines at this time and have a wonderful day.