Earnings Transcript for FPH - Q2 Fiscal Year 2023

Operator: Greetings, and welcome to the Five Point Holdings, LLC Second 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 prospects. Forward-looking statements represent Five Point's estimates on the date of this conference call and are not intended to give any assurance as to actual of 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 Factors section of Five Point's most annual -- I'm sorry, most recent annual report on Form 10-K filed with the SEC. Please note that the 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: Thank you. Good afternoon, everyone, and thank you for joining our call. I have with me today Leo Kij, our Interim Chief Financial Officer; Mike Alvarado, our Chief Legal Officer; and Kim Tobler, our Vice President, Treasurer 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 second quarter of 2023. I will also update you on our team's focus during the quarter and the steps we are taking to implement our strategic priorities in 2023. Next, Leo will give an overview of the company's financial performance and conditions. We'll then open the line for questions to our management team. Let me begin by telling you we have made considerable progress since I last spoke to you in advancing our business, and to that end, we have continued focusing on controlling our business and executing on our three main priorities

Leo Kij: Thanks, Dan. A summary of our financial results was included in the earnings release issued earlier today in which we reported consolidated net income of $50.6 million for the quarter. We recognized $21.3 million in revenue that was primarily generated by management services provided by our management company. Selling, general and administrative expenses were $12.7 million, which is consistent with the average of $12.9 million that we have reported over the past four quarters. Cost of management services was $9.7 million, which includes $8 million for intangible asset amortization expense at our Great Park segment. Equity and earnings from our unconsolidated entities for the quarter was $52.1 million and primarily results -- represents our interest in net income generated at the Great Park Venture. Turning to the balance sheet and liquidity. Our net decrease in inventory for the quarter was $5.7 million, this includes a decrease for a non-recurring $44.5 million recovery from a third-party related to certain project development costs at our Valencia segment, and includes an increase for accrued capitalized interest on our senior notes of $12.3 million. Excluding the recovery and capitalized interest, the resulting increase in inventory of $26.5 million was consistent with prior quarter and 13% lower than the prior year increase of $30.6 million. In addition to $700,000 of interest, we paid $2.5 million against our San Francisco segment's related party reimbursement obligation during the quarter. Approximately $8.4 million of this reimbursement obligation that was previously expected to be paid in the second quarter has been deferred to 2024. Our related party has a history of receiving maturity date extensions, and we expect additional deferrals during the second half of 2023. Total liquidity was $318.2 million at quarter-end and is comprised of $193.2 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 June 30. 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 24.7%, and our net debt to capitalization ratio after taking into account our cash balance was 18.5%. Turning to our statement of operations. The company has four reporting segments

Operator: At this time, we'll be conducting a question-and-answer session. [Operator Instructions] Our first question comes from the line of Alan Ratner with Zelman & Associates. Please proceed with your question.

Alan Ratner: Hey, guys. Good afternoon. Congrats on the success in the quarter, and thanks for all the detail and guidance so far. Dan, I'd love to drill in a little bit on pricing power that you might have with homebuilders right now. Obviously, the land market has really shifted quite a bit over the last year. It was pretty quiet in the back half of last year and now it seems like builders have returned pretty aggressively. And I know it's always a little bit hard to tell just from your reported results exactly what's going on with lot prices. I look at your lot sale in Great Park this quarter, and on a per acre basis, it looks like the price you guys got was a bit lower than kind of what you've received in prior offerings. But I'm sure there's some mix component to that. And you got the Valencia deals under contract. So, any commentary and color you can give on what's going on with lot prices in your communities would be helpful. And also any guidance you can give on specifically the Valencia sales would be great as well.

Dan Hedigan: Hello, Alan. Always good to hear from you. What was your -- I got the first part on lot price. What was your last question about Valencia?

Alan Ratner: Just if you can -- I know you mentioned you've got, I think, two deals under contract right now. I was just curious if you can give specifics surrounding that in terms of what we might expect in the back half of the year to flow through.

Dan Hedigan: Okay. Well, first of all, just starting on all of our land, remember that we're using a [pop] (ph) or some type of participation with all of our builders. And as prices go up, obviously, the revenue we receive is also going to be going up. And so, as far as what market we're seeing today, Alan, you're absolutely right, there is a lot of interest in land, which is driving up the price of land. But I think part of that where we're also trying to work with the builders to really maximize value is really trying to work the builders on product. As we've all talked about, there's really a constraint in the market on resale homes. So there is some -- a stronger interest in new homes. But we also have to worry about affordability. So, what we're finding is that being able to work with the builders one-on-one, work with them on product and plotting is allowing us actually to increase our land prices, and it's really kind of unique around product and builders. But on all of our transactions, we are getting participation. And the larger transaction that you referenced, there is a participation component in that, that, if that participation comes through, the per acre land there will be comparable to other land, other similar product and other similar land at the Great Park. So that one -- what we've seen in the market and the fact that it actually will be producing revenue over the next couple of years or participation over the next couple of years, we think there's a real good opportunity to see additional revenue from that transaction. And as far as Valencia goes, there's a couple of sales we have there. In some respects, we are -- we have some fixed pieces at all of our communities from the standpoint of past development. So, we're working with a couple of builders up there on product that we think is very saleable in the current market, and -- but I have other negotiations going on. So I don't necessarily want to get into how I'm valuing different sites. It kind of hard to negotiate these things in public. But what we're finding is that the more we can work with builders to come up with product that addresses the market and the market segments that have demand, it really is helping us generate stronger land revenue.

Alan Ratner: Got it. That's all really helpful, Dan. And I guess just I want to make sure I'm thinking about it correctly. I think you had previously mentioned that the next phase in Valencia was roughly 600 home sites, I think, eight communities. So, I'm assuming that's kind of the summation of these three deals that you're referencing? Or am I mixing things up?

Dan Hedigan: So, the next area that we talked about have eight communities, and your memory is very good, it is about 600 homes. Those sites were all sold to the builders at the end of 2021. So, we've had other land that actually was ready to go. And with all the homes that were selling in the first phase, which was close to 1,200 homes, we hadn't brought those to the market because of segmentation. But now as that -- it's really winding down, that first phase is winding down. We're now taking other land that we had prepared already, and we're moving forward with kind of individual transactions that fit well from a segmentation perspective. And so those 600 homes, those will be coming on -- the next six sets of models will be coming on market over the remainder of the year, but we find that there are segments we can address in other land we already have ready. And those are the two transactions we're talking about. And then we have some other opportunities on land that actually is ready to go. And we're really spending a lot of time on those because we're really looking at product. I really want to be sure that we're thoughtful about product as we move forward and maintain good segmentation.

Alan Ratner: I see. Okay. Thank you for that clarification. And if I could just squeeze in one more. The CFD reimbursements or the, I guess, the development reimbursement, that's been a nice, I guess, surprise. I'm not sure if it's a surprise for you, but a surprise for us. About $60 million year-to-date. And I know you referred to them as non-recurring, but I'm just curious if as you look out into the future, if you could give us any visibility on the prospect of getting more reimbursement over the next couple of years?

Dan Hedigan: Well, in the context of our CFDs, absolutely. We have -- we talked about Valencia as a one-time recovery there. But all of our CFDs, for the most part, our public improvements should be heavily funded by CFDs, both at the Great Park and in Valencia. And so, as we complete additional work, invest additional capital here in Great Park, it will come back to us through the CFD. And there's -- at the same time in Valencia, as we sell more homes, we're going to have more opportunities to collect under CFD.

Alan Ratner: Got it. Okay. Great. Well, thanks for all the color and best of luck.

Dan Hedigan: Thank you.

Operator: Our next question comes from the line of Terrance Balkaran with Diameter Capital. Please proceed with your question.

Terrance Balkaran: Hey, guys. Thanks for taking my question, and congrats on a good quarter.

Dan Hedigan: Thank you.

Terrance Balkaran: I guess, for the second half, maybe just piggybacking off the CFD reimbursement, it definitely was a nice surprise. When we think about the cash guide, which I think is implied to be $50 million to $100 million of cash flow generation over the back half, is there a way to understand what you expect to be from earnings versus maybe additional CFD reimbursement? And anything else we should be focused on?

Dan Hedigan: So, I think what we're certainly -- there'll be limited CFDs on -- the numbers that we gave you, I think we're talking about a range on net revenue, and then we're also talking about our increasing our cash. But almost all of those are going to be from transactions that we have -- are working on today and enter into. We don't have a lot of CFD in those. Now the CFD will kind of keep coming in overtime as either work is completed or homes are completed that allow us to sell additional CFD bonds. But for the most part, what we'll be looking at in the second half of the year, actual transactions that we're working on with various builders.

Terrance Balkaran: Got it. That's helpful. And so, for the sales that you're thinking about for the back half, it sounds like you have that land already prepared. Maybe you can help us just think about how we should be viewing CapEx spend for the back half? And then, maybe as demand seems to be coming off of a trough, how you're thinking about it for '24 across different developments?

Dan Hedigan: Certainly. Well, once again, I'll start with Irvine, because I think it's -- the Great Park, if you've been out here, there is some backbone infrastructure still being completed, mostly Marine Way. But for the most part, all of the backbone is in the Great Park. Once again, Marine Way is probably the biggest section that needs to be completed out there. So from a standpoint of Great Park, almost all the sites we talk to or talk about, most of the backbone infrastructure to get those sites are actually already in. So, there's still some to be completed and those will be reimbursed. In Valencia, you're right, we have -- from past work, we have a number of areas that were graded and we're just getting the opportunity to bring them to the market right now. And so for the most part, everything we're looking at this quarter has limited capital requirements. There's a certain amount of work that has to be done whenever we deliver land. But for the most part, all the lifting has been done on those sites. As we look into '24, we'll have additional needs to invest capital. But we're also looking at ways, as we talked about, is utilizing the builders, working with our builders and having them invest some of that capital. So, as we think about the Valencia going forward and say we've got land that is mostly ready. And as we look at our future, we're really looking at working with the builders to have them do a lot of that front-end capital investment kind of tying us and them together for the kind of success of the project. And we think that model will work pretty well because builders have a real need for pipeline. And so working with them on the capital side will help ensure their pipeline and also get our land completed and developed. So, in all of these as we talk about those transactions and Valencia or other places, we're always -- these can always move around quarter-to-quarter just because there's always government approvals that are tied to all of these. But right now, we're feeling pretty good about what we're suggesting. But I don't ever want anyone to think that we aren't subject to a little bit of the government permitting requirements that everyone in our industry deals with.

Terrance Balkaran: Makes sense. Maybe last one for me. And going back to the CFDs, just -- so the $60 million received year-to-date, can you give us a sense of when you completed the work that those CFDs were attached to? And then any guidance you can give us on what a reasonable number is for either the first half of '24 or just the full year?

Dan Hedigan: Well, first, going back to those, I think we've been on over kind of the last year, there was a lot of work done by our team with the city of Irvine to kind of -- to allow us to expand on the public improvements that we can get reimbursed for through the CFD. So a lot of those efforts that we put in and that mostly happened last year. We were seeing those earlier this year where we were literally catching up for work that we had done. So, I think as we go forward -- you have to understand the difference between Irvine and Valencia [indiscernible] Irvine has got a lot of rooftops. So, we can pretty much get reimbursed as the work is completed. And I would say that for the most part, we're close to caught up there. And as we complete work, we'll be able to still achieve near-term reimbursement. In Valencia, we're actually out ahead. And so, as we complete, that's about completing rooftops and getting buyers in, then we have the ability to issue additional bonds and get reimbursed. I don't actually have a number for next year on reimbursement. So, I'm not going to try to guess on that at this moment in time. But for the most part, we're kind of -- we're moving through it as quickly as we can, both from a standpoint of completing work that is subject to reimbursement and then having the bonding capacity that's needed through the rooftops in place.

Terrance Balkaran: Great. Thanks. That's it for me for now, but I really appreciate it. Thank you.

Dan Hedigan: You're welcome.

Operator: Our next question comes from the line of [Robert Cohen] (ph), a Private Investor. Please proceed with your question.

Unidentified Analyst: Yeah, hi. Thanks for taking my questions. My first question is, are you planning on doing any actual development in Great Park, Valencia or San Francisco, or you just planning on doing land sales?

Dan Hedigan: Robert, that's actually a very good question. We have the opportunity because of our kind of land positions to look at vertical development in all of those communities. I think our near-term plan is to stick to the horizontal development, which is kind of where our expertise is. But as we look at Valencia and San Francisco, we think there's some really unique opportunities probably to partner people with that vertical expertise. And that's -- so that's something we do look at, but it's not near term, but we think long term, there's some real interesting opportunities there.

Unidentified Analyst: Okay. So you would be thinking about bringing in maybe larger real estate investments, larger real estate companies to maybe invest with you to fund these developments?

Dan Hedigan: Part of it is, once again, if we're going to -- if we were moving into an area, we don't have necessary expertise to do industrial development. So you'd want to work with somebody that has that expertise both to develop and operate it, and we have the land. And so those are the types of things that we look at as long-term opportunities. But I think that rather than trying to develop all that expertise inside of the company, we think there's a lot of expertise in other places that we could tap into, which would be a good match between their expertise and our land positions.

Unidentified Analyst: Okay. And do you have any timeframe for maybe doing some of that actual development?

Dan Hedigan: Well, again, I think that obviously, the thing that we are most focused on in that type of development would be in the commercial areas. And so right now, some of our bigger commercial opportunities in Valencia are going to be coming in some -- an area called Valencia Commerce Center, which we're in the process of processing the entitlement for that. And then in San Francisco, there will be various opportunities in San Francisco when we get that community up and running because it is a very -- it's got a lot of mixed use across the entire site. But I think that we're a couple of years out simply because we really need to be in the right land position to do that from a perspective of actually being in that segment of the market.

Unidentified Analyst: Okay. That would make sense. And just my final question is -- the stock price is down almost 80% since its IPO. Have you or the Board of Directors considered possibly selling the company since the assets of the company appear to greatly exceed the stock price, the stock valuation?

Dan Hedigan: Robert, once again, I appreciate that question. I think how I would comment on that is that the Board is always looking at any type of opportunities that come their way to really enhance shareholder value. And so that -- whereas it's not something that we have on the table. We can -- we will consider all alternatives that may be presented to the Board. But at this point, we kind of -- we know that we want to look at opportunities to enhance shareholder value. And so something like that came up, we would always look at those alternatives.

Unidentified Analyst: Okay, great. Those were my questions. I appreciate you answering them. Thank you.

Dan Hedigan: You're welcome.

Operator: And our next question comes from the line of Arun Seshadri with BNP Paribas. Please proceed with your question.

Arun Seshadri: Yes. Hi. Thanks for taking my question. Just a couple from me. Your cash balance guidance for the rest of the year, exiting 2023, does that include the Valencia land sale completed or expected to be completed post Q2, and then also the land parcel sales, as well as, I guess, the third land sale contract that you expect to close in Q3?

Dan Hedigan: Yes, it does.

Arun Seshadri: Okay. Got it. Thank you. And then as far as capital expenditure for the back half of the year and then capital expenditures for next year, do you have a rough sense for where they could shake out from where you stand right now?

Dan Hedigan: We really think it will be similar to the first half of this year is what we estimate. Once again, we're in a pretty good land position in Valencia from a standpoint of where we're at, and in Irvine, we're in a really good land position from a standpoint of finishing. So I would say comparable over the same six-month period.

Arun Seshadri: Similar. Okay. Got it. Thank you. And then SG&A, a nice reduction again sequentially. Do you think there are further opportunities in SG&A reduction, or should we expect this type of run rate for, I guess, the next few quarters?

Dan Hedigan: Well, I will just tell you, we are always going to be very focused on managing our SG&A. But I do think that we're kind of getting to kind of a run rate. I think what number you're seeing there is kind of closer runway, right, that we think we'll look going forward, but we're going to continue to always look at opportunities to improve on that number. It's something that's -- once again, it's -- I want to talk about the three things that we're trying to focus on; we really are focusing on revenue, manage our SG&A and managing our capital and really kind of keeping our heads down and running our business. And so we've got everyone heading in that direction.

Arun Seshadri: Got it. Thank you very much and nice job this quarter. Appreciate it.

Dan Hedigan: Thank you.

Operator: And we have reached the end of the question-and-answer session. I'll now turn the call back over to CEO, Dan Hedigan, for closing remarks.

Dan Hedigan: Thank you. 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. Thank you, everyone.

Operator: And this concludes today's conference, and you may disconnect your lines at this time. Thank you for your participation.