Earnings Call Transcript - FPH Q3 2023

Operator, Operator

Greetings and welcome to the Five Point Holdings LLC Third Quarter 2023 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 perspectives. 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 the 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'd like to turn the call over to Dan Hedigan, Chief Executive Officer. Thank you.

Dan Hedigan, CEO

Good afternoon and thank you for joining our call. I have with me today Kim Tobler, our Chief Financial Officer; Mike Alvarado, our Chief Legal Officer; and Leo Kij, our former Interim Chief Financial Officer, who is now our Senior Vice President of Finance and Reporting; Stuart Miller, our Executive Chairman, is joining us remotely. Before we get into the quarterly update, I'd like to mention some positive news on recent management changes. Since our last call, Kim Tobler was promoted from his position as Vice President of Treasury and Tax to his new role as Chief Financial Officer. Kim brings a great deal of valuable background and experience to this position and is well suited to help us navigate the current economic environment and execute on our business priorities. Congratulations, Kim. We are all very appreciative of the great job Leo Kij did as an Interim CFO, and I personally very much appreciated his assistance as we focused our attention on right-sizing our SG&A to position us to achieve our long-term goals. Thank you, Leo. Now let me turn to our Q3 results and update you on the progress of the company through the third quarter. I'll also update you on our team's focus during the quarter and the steps we are taking to implement our strategic priorities for the balance of the year. Next, Kim will give an overview of the company's financial performance and condition. We will then open the line for questions to our management team. To begin with, I'd like to congratulate our team for remaining focused this quarter on both controlling our business and executing our three main priorities: generating positive cash flow and earnings; establishing appropriate levels of SG&A; and managing and limiting our capital spend, matching those expenditures to near-term revenue events. We ended up the quarter with consolidated net income of $14.2 million and added $25.1 million to our cash balance. Our balance sheet at the end of the third quarter reflects $218.3 million of cash on hand, with zero dollars drawn on our $125 million revolver. We have total liquidity of $343.6 million, and we have no principal debt repayment obligations on our senior notes for over two years. Reflecting our considerable progress in cash and revenue generation, I'm pleased to report on the extension of our revolving credit facility with our bank group, which extends its maturity until April 2026. This allows us to focus our attention on our senior notes that are due in November 2025. Our senior notes don't mature for another two years. With our growing profitability and cash position, we are focused on repositioning and extending this debt, and we are confident that we will be able to provide for the long-term capital needs of the company as we manage the upcoming maturity of our notes. Our SG&A and capital spend continue to be in line with our recent trends. Kim will provide additional detail on these numbers during his remarks. The macroeconomic environment for most of this year has been constructive for home building, but there are challenges that we and our guest builders are facing. While we have entered a phase of more major interest rate adjustments by the Fed, home buyers are feeling the effects of higher interest rates, and the market appears to expect rates to stay at elevated levels for longer than originally anticipated. Notwithstanding these headwinds, we still see demand for new homes as home buyers are dealing with the reality of higher interest rates. Home builders have also assisted in stabilizing demand by offering mortgage products with reduced interest rates that have allowed new home sales to continue even as the resale market slows. Additionally, as you may recall from my comments last quarter, as a consequence of increased interest rates, resale home inventory remains very low, helping to support the new home market. Overall affordability continues to be a challenge in California as housing continues to be in short supply. The supply constraint has allowed home builders in our communities to continue to sell homes at consistent price levels, albeit at a slightly reduced pace, due to the combination of elevated interest rates and limited builder inventory in our communities. On the commercial land side of our business, we are seeing interest in our unique and limited commercial land offerings. While capital markets have slowed for speculative commercial development in our communities, we're still seeing interest from the user market as users have limited options if they want to own and control their own facilities on a long-term basis. We expect this user interest to continue to support demand in this preferred asset class, notwithstanding adjustments in the capital markets. Finally, I would be remiss if I did not note the emerging geopolitical risks that could impact the economy and our industry, which we will continue to monitor. Let me pivot now and provide you with some updates on our communities, starting first with the Great Park Neighborhoods. During the third quarter, builders in our Great Park community sold 113 homes. Solis Park is currently our only actively selling neighborhood and is nearing its maturity with approximately 100 homes remaining to sell. Sales pace during the quarter was impacted by a combination of factors, including limited releases and product offerings, rising home prices, and climbing interest rates. Despite these challenges, we're encouraged by the sustained interest and traffic in the community, affirming the ongoing appeal of our homes to prospective buyers. During the quarter, Solis averaged a sales pace of 0.9 homes per week and four collections sold out. Our next major neighborhood, Luna Park, is projected to open in phases from February through December next year, with 798 homes across 13 collections. There remains strong home builder interest in acquiring home sites at Great Park due to the continuing home sales pace. To support underlying land prices, we are carefully monitoring builder inventory by product segment, which allows us to work with our builder partners to identify product offerings that will optimize our land sale revenues. The two land sale contracts we entered into during the third quarter were executed using builder-selected product. On top of the ongoing residential opportunities at Great Park, we continue to market and sell our commercial land. While there has been a reduction in speculative building in relevant Southern California markets, this has slowed the pace of offers and pricing for our land. Our location in the heart of Orange County has supported continued interest in our commercial land. We offer one of the few opportunities in our market for large parcels of entitled land with flexible zoning that allows for a multitude of uses. As we mentioned last quarter, we're still on track to close approximately 40 acres of commercial land slated for industrial and distribution uses either by the end of this year or early next year. In Valencia, new home sales totaled 75 homes for the quarter, an overall sales pace of 0.7 homes per week. As of the end of September, 1,156 homes from our initial offering of 1,268 homes have been sold with only 112 homes remaining. Our newest neighborhood has opened with two detached calendar products and has experienced strong interest, averaging a sales pace of 0.8 homes per week. Each new phase release has seen gradual increases in price, reflecting strong demand for our Valencia community. Looking ahead, we anticipate the remaining five neighborhoods to open throughout the rest of this year and into 2024. These offerings will augment our current lineup and result in increased sales. Builders remain engaged with us in Valencia, and we closed two land sales in the third quarter for a total of $60.7 million. Additionally, we anticipate closing a sale of several finished home sites by year-end. As we move forward with monetizing our Valencia land holdings, we feel they are ideally positioned for expanding on our strategy of capital management, both by tying our capital expenditures to near-term revenue events and by structuring land sales with our home building partners to shift certain land improvement costs to the builders, which helps reduce our capital spending. We also continue to market a prime 35-acre mixed-use commercial site in the community. We expect to have more to report on that next year. In San Francisco, we're happy to report that we completed an important step necessary to extend the existing tax increment financing program when the State of California passed legislation that, among other things, allowed for the extension of the timelines to collect tax increment generated by the project and issue bonds secured by this tax increment. This is an important first step in extending the public financing program that remains integral to the development of both Candlestick and the Shipyard. We're also progressing in our efforts to establish Candlestick as a standalone project separate from but component to the ultimate development of the Shipyard site, which will be developed once the Navy has completed its remediation activities. Our rebalancing efforts include working with city and county agencies to adjust the current development entitlements between the two areas. With the state's legislation benefiting the public financing program, we believe that we are building momentum to move forward with the standalone development of Candlestick as it first saves this larger mixed-use community located on irreplaceable land along the San Francisco Bay. In closing, while there is uncertainty in this market, we have positive momentum and remain optimistic about our future. Land development is a long game, and we are just beginning the game at some of our communities. But they are not making any more land, and there will never be an abundance of entitled land in California. Our efforts today are ensuring we are well positioned for that long game, while recognizing the importance of focusing on 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 fourth quarter and year-end.

Kim Tobler, CFO

Thanks, Dan. A summary of our financial results was included in the earnings release issued earlier today. As Dan mentioned, we reported consolidated net income of $14.2 million for the quarter. We recognized $65.9 million in revenue, which was primarily generated by the sale of 25.8 acres of land entitled for 146 home sites for cash proceeds of $60.7 million before our traditional profit participation. Two separate home builders purchased those parcels. At the Valencia project, we recognized a 34.2% gross margin on these sales. In addition, we recognized $4.5 million in management services revenue and other revenue of $700,000. Selling, general, and administrative expenses were $11.9 million, which is slightly lower than our projected average quarterly range of $12 million to $13 million. This reflects our efforts to hold the line on administrative costs. We expect the fourth quarter SG&A to be within the projected range. The cost of management services was $2.4 million, which includes $600,000 for intangible asset amortization expense at our Great Park segment. We also earned $2.4 million in interest income on our cash and cash equivalents for the quarter. Equity and earnings from our unconsolidated entities for the quarter was a loss of $600,000. This includes small amounts of income or loss from the Great Park Venture, the Gateway Venture, and our Valencia Land Bank Venture. Although the Great Park Venture didn't have any land sales during the quarter, it did recognize profit participation revenue, which, together with interest income, offset most of its operating expenses. Before I talk about our inventory changes, I'd like to take a moment to review the role of CFDs and TIF in our business. Since our last call, we've received numerous questions regarding our CFD and TIF reimbursements. So I thought it would be helpful to provide some additional information on these funding sources. In California, community facilities districts, also known as CFDs or Mello-Roos, provide public financing through the sale of bonds for the purpose of financing public improvements and services. These improvements may include streets, water, sewage, drainage infrastructure, parks, and fire stations, to name a few, to newly developing areas. We use this financing to construct such improvements within all of our communities. In addition to CFD financing, in San Francisco, the Candlestick and Shipyard projects also benefit from tax increment financing, also known as TIF. TIF is another mechanism used to fund and finance public facilities and other improvements, often in infill locations where upfront investments are needed to enable real estate redevelopment. TIF captures the incremental growth in tax revenues, in our case property taxes, above and beyond what taxing entities currently receive within a designated geographic area. With that background, I'd like to emphasize that the Great Park is a mature community, and there have been multiple bond issuances due to the large number of existing homes in the community. Therefore, when we make expenditures for qualifying improvements, we can receive reimbursements within a reasonably short period. Valencia, on the other hand, is a newer community with not as many residents as of yet, so it can take longer for the CFD to have adequate bond proceeds to be in a position to immediately reimburse qualifying costs. Likewise, the San Francisco projects are in the early stages of the development, where we haven't started receiving CFD reimbursements yet and are in the very early stages of participating in TIF reimbursements. I hope you find this useful in understanding the role of public financing in our business. Now I'd like to talk about our changes in inventory. During the quarter, the Great Park Venture inventory increased by $17 million before a reduction for CFD and other reimbursements received of $17.4 million, resulting in a net decrease in inventory of $400,000. It is unusual for CFD reimbursements to exceed our capital expenditures, and you shouldn't expect that going forward on a recurring quarterly basis. At the Valencia segment, for the quarter, our inventory increased by $26 million before a reduction for the cost of sales of $13.9 million, resulting in a net reduction of $13.9 million. Of the increase, $2.5 million was attributable to capitalized interest, and approximately $4 million was attributable to fees, which are paid when homes are built. We had no CFD reimbursements this quarter in Valencia. During the quarter, our San Francisco segment's inventory increased by $11.7 million. The majority of this increase was attributable to capitalized interest of $7.6 million. We also received a TIF reimbursement of $570,000. Now I'd like to emphasize our liquidity. As Dan mentioned, our total liquidity was $343.3 million at quarter end, and was comprised of $218.3 million in cash and cash equivalents and $125 million of available borrowing capacity on a revolving credit facility. No borrowings or letters of credit were outstanding against the revolver as of September 30th. I want to take a moment to thank our banks, the banks in our revolving credit facility, for working with us to extend our facility for two years in these challenging credit markets. They have shown their commitment to Five Point and our ability to deliver housing in California's supply constrained market. Our debt to total capitalization ratio is stable and slightly down at 24.5%, and our net debt to capitalization ratio after taking into account our cash balance was 17.5%. For more information regarding our four reporting segments: Valencia, San Francisco, Great Park, and Commercial, I recommend that you review our earnings release or the 10Q when it's filed. As Dan mentioned, I will now provide an update on our year-end guidance. On our last call, we stated that we expected the second half of the year to produce an additional $50 million to $70 million of net income, and that we expected to end the year with a cash balance of between $250 million and $300 million. We currently have expected sales in our pipeline in both Valencia and in the Great Park that continue to support that expectation. That said, it is always possible that one or more sales that are expected to close in the fourth quarter drift into the beginning of the year. With that, I'll turn it over to the operator for questions.

Operator, Operator

Thank you. Ladies and gentlemen, at this time we'll be conducting a question-and-answer session. Our first question comes from the line of Arun Seshadri with BNP. Please proceed with your question.

Arun Seshadri, Analyst

Yes, hi. Thank you, sir. Thank you for taking my questions. And good job in a difficult environment. I just wanted to first talk a little bit about Great Park. I know I think the last time you talked about interest in both the residential and the commercial marketing. I think you talked about 40 acres as being the expectation. Just wanted to see if there's any update there and, you know, maybe start with that.

Dan Hedigan, CEO

Thank you. The 40 acres is still progressing. We still anticipate it to be closed at the end of this year. It does take some actions by the city, which means it could slip a little bit. But right now we're still on track with that. We still also have another 100 acres of commercial land that we are only marketing on a lot-by-lot basis. It's not all on the market, but we're actually looking at, as we close on this last 40 acres, of moving another group, another section of land into the market.

Arun Seshadri, Analyst

Got it, thank you, Dan. And then, can you also talk a little bit about, I think in your prepared comments, you had mentioned the headwinds created by the interest rate environment. Can you talk a little bit broadly about your expectations in terms of maybe modest slippage in the year-end cash guidance? Do you still sort of expect that maybe to be, you know, instead of end of the year, maybe like early next year? Is that sort of the thought process? And are there any additional details you can provide in terms of where exactly you're seeing the impact of high interest rates?

Dan Hedigan, CEO

Well, first on the year-end guidance, we actually are on track, consistent with that guidance. And so at this point, we're feeling very good about that based on various transactions that are in escrow or very close to being finalized. On the issue of interest rates, that's a very interesting question. You know, home buyers went through a shock of very quickly rising rates, and they have adjusted to what is the new normal, and they have been buying homes in our communities. Now, in many instances, the home builders are buying down interest rates to support those sales. We think builders will keep doing that. When market interest rates tick back up again, which will drive toward another new normal, we believe demand will find its way over these increases. The thing we're facing in California is just a terrible shortage of housing. And with interest rates, the resale market is very limited. So affordability will always be an issue, so I don't want to make light of that. But to the extent a buyer can afford a new home, we believe there is demand.

Arun Seshadri, Analyst

Got it, thank you. One last question, and then maybe this is for Kim, which by the way, Kim, congratulations on your elevation. Just wanted to maybe talk a little bit about the revolver extension. Great job in getting that done. Just a sense of any terms around the revolver extension and sort of any details you could provide around the terms and whether there's any conditionality on the bond maturity. That's all from me. Thanks.

Kim Tobler, CFO

Yes. So as it relates to the revolver, we'll be publishing an 8-K and you'll be able to read the documents and see there. But largely it was rolling forward the existing terms. And really the only adjustment was they raised the cost. So we're going to have to pay more when we draw on the revolver. But beyond that, it stayed pretty close to what we've done. We lost what's known as a term out, so we had a term out which allowed us to take whatever balance was due with the maturity and pay out over 12 months equally; that's an unusual provision in a revolver like ours. The banks came back and said they didn't see how they could continue that in the current market. We understood that and were willing to give that up. But they gave us a two-year extension, which we were very grateful for and thought we deserved. I'm very glad that the four banks stayed all together, and we kept the 125 in place. As it relates to the senior notes, as Dan said, we're turning our attention to that. We don't want anyone to think that we're not considering those. We've been regularly meeting with our board and together as management reviewing the different options that we think we may have. That's part of the reason why we've been working so hard to increase our cash balances so that we have some things to work with. But we don't have anything really specific that I can talk about right now that we've done. So Arun, it's good to hear you and I look forward to talking more in the future.

Operator, Operator

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

Alan Ratner, Analyst

Hey, guys. Good afternoon. Thanks for all the detail, and congrats on the progress here. First question on the Valencia sale. It looks like the, I guess, the composition of this particular lot sale was quite different than your prior ones, much lower density, much higher price per lot. I'm just curious if you can give a little bit more detail in terms of how you're thinking about segmentation of product and lot sales in Valencia in the intermediate term? Is this a concerted effort to kind of mix in more move-up product or lower density product, and any kind of guidance you can give on the expected fourth quarter lot sale if it's going to look similar or different would be helpful.

Dan Hedigan, CEO

Thanks, Alan. Valencia actually has a broad level of segmentation. In its entitlement, it has zones identified for lower density and higher density. What you're seeing in the two sales that closed this quarter are in the area that was, by design, set up for lower density. We are seeing good demand for that move-up buyer in Valencia. We're talking about very traditional homes with driveways and backyards, and we are definitely seeing buyer demand there. As I think I’ve commented in the past, I'm really trying to work with the builders to be sure our product is really responding to the market. But some of our product is preset just based on where we're at, but both of those were previously identified and they were just in a lower density area. As for the fourth quarter land sales, they're going to be in different sections of the Valencia project, so there's going to be a mix of product. There will be some of our traditional detached condos, and there will also be a small portion that will be attached. But it will be more diverse than what you're seeing that closed this quarter.

Alan Ratner, Analyst

Understood, that's helpful color Dan. Second, I know the timeline is still uncertain with San Francisco and you haven't given a target there, but my question is, when that project does get off the ground, is there any way you can kind of help us think through what the cashflow impact would look like initially? I would imagine you would have to put up some development dollars before the first phase of land would be ready for sale. So any way to think about what that initial outlay might look like, how long that might be before revenues begin to recognize, just kind of thinking through the forward look there?

Dan Hedigan, CEO

When we think about San Francisco, we really do think of ourselves as the horizontal developer. There will always be the need for vertical development on that site, but we are the horizontal developers. From the standpoint of revenue events on the land side, they will be tied to completion of a deliverable site. As part of the conversations we're having right now with the city and county of San Francisco, we are looking at that first phase and how to access that first phase. There are always going to be a variety of options on how we approach that as far as matching the spend to capital and near-term revenue. But the revenue really does flow from the horizontal development. We're not really going to need the vertical development. That vertical development, as Kim talked about, is going to be a big part of future capital through CFDs and TIF. But the initial revenue is going to be tied to horizontal land sales.

Alan Ratner, Analyst

Just to follow-up on that, Dan, because, yes, I think I understood that. But is that kind of like a 12-month horizontal development lead time from shoveling ground to having a parcel ready to sell and begin to recognize revenue on? Is it longer, shorter? What any frame of reference there?

Dan Hedigan, CEO

From the standpoint of getting to the first phase, all things always are driven by having the approvals from the city to move forward. What I think I would say is that getting to the first phase is not going to be extraordinarily long. I don't want to put a timeframe on it today simply because there are so many variables we would be dealing with. But the initial phase, once we are positioned and kind of have the rebalancing done, is actually not that hard to get to, especially in Candlestick.

Operator, Operator

Our next question comes from Myron Kaplan, a private investor. Please go ahead with your question.