Greetings and welcome to the Five Point Holdings LLC Third Quarter 2022 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 to the actual future results. Such 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 included those described in today's press release and Five Point's SEC filings, including those in the Risk Factors section.

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. And now, I would like to turn the call over to Mr. Dan Hedigan, Chief Executive Officer. Please go ahead..

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 third quarter of 2022. I will also update you on our team's focus during the quarter and on the steps we have taken towards implementing our strategies. Next, Leo will give an overview of the Company's financial performance and condition.

We'll then open the line for questions to our management team. Let me begin by saying that our third quarter results reflect the hard work and determination of our strong team as they focus on managing through what is becoming a very difficult market cycle.

While the third quarter was a tough quarter for our primary residential land sale business, given the changing market conditions, our team executed efficiently and effectively by focusing on limiting our cash spend and managing costs and in the quarter the net loss of $9.5 million.

During the quarter, the Federal Reserve raised interest rates at the most aggressive pace since early 1980s. Cash costs caused our homebuilder customers to rebalance their home pricing and sales pace assumptions, which directly impact our land acquisition timing and values.

We'll remain very close to our homebuilding partners, and our focus on working with them to meet their needs is to support their continued purchase of residential loss. Nevertheless, in our California markets, housing is still in short supply, and there is still demand for well located homes in master plan communities.

We'll take some time for the housing market to reset on both the homebuyer and homebuilder side of the market, but land does not support. We intend to be patient and to manage our business to the reality of the market at this moment in time. We're still negotiating with homebuilders for land sales in our communities.

And while we may need to look at our transaction structure and product offering, we expect that homebuilders will still be buyers in this market. To that end, we'll be looking to work with them to sell land at market prices, balancing current market conditions with the scarcity of entitled land inventory in our markets.

Our residential land sales have slowed in response to market conditions. We remain optimistic and moving forward with our unique and limited supply of commercial land sale offerings at the Great Park in Valencia.

With historically low vacancy rates and industrial properties, coupled with record rent growth and a limited supply of undeveloped land, we remain confident that these offerings will garner interest in our markets for not only industrial uses, but for other uses as well.

In many instances, we have the only entitled and redeveloped commercial industrial and of its kind in the market. At the Great Park, we're actively marketing approximately 80 acres recently posted for sale. In the context of these challenging market conditions, we're disappointed S&P downgraded the rating of our debt.

Look forward to sitting with the rating agencies to better communicate the elements and composition of our business and abroad a comprehensive understanding of the strong position of our balance sheet. Currently, our balance sheet retains its low leverage with a 25.3% debt to total capital ratio.

We have no debt due in '23 or '24 as we weathered the current market conditions, and we feel confident that our strong residential and commercial land positions will retain their value. As I said last quarter, everything at Five Point today starts with our doing more with less operating strategy.

We feel strongly that this model of efficiency will carry the Company through the current real estate cycle. While the land and homebuilding markets are in transition, we'll be focusing our attention on managing our cost of doing business.

These efforts in our reduction in force earlier this year have now resulted in approximately 42% reduction our expenses over the same quarter last year. We continue to focus on managing our operating cost, at the same time carefully managing deployment of capital across our communities, be sure to capital matches near-term revenue opportunities.

Our strong communities, our unique product offerings are complemented by a balance sheet that enables us to maximize value with patient offerings to allow us to match the right offerings with the right purchaser.

At quarter end, our balance sheet reflected 86 million of cash on hand and $0 drawn on $125 million revolver, giving us available liquidity of $211 million. As noted earlier, we also have no debt repayment obligations in 2023 or '24.

While Five Point maintains a conservative leverage balance sheet, we're looking to strengthen that position as we run an ever more efficient business.

We're maintaining our focus on cost management and on increasing cash flow, with particular focus on carefully matching land development capital deployment to residential and commercial land sale execution in order to create more revenue with less cash deployed. Again, our strategy is produce more with less.

Five Point is driving efficiency in every part of our business. Now let me turn to our civic community review. At the Great Park, the open Five Point communities continue to sell homes, but at somewhat reduced absorption rates.

As has been pattern in prior new home sales slowdowns, coastal California holds up better than in the markets and that is what we're seeing in our communities. During the third quarter, with the expansion of offerings in Solis Park, our newest community, park community sold 82 homes up from 37 homes in the first quarter.

Solis Park with 849 homes had the first model complex opened in July, the balance neighborhoods planned to open late August through November. These homes will greatly expand available homes for sale to Great Park. Last quarter, we discussed our initial homebuilder bids in our next residential community, District 5-South, which is not a marketing name.

It's how we describe it. District 5-South is a community of 719 and 11 neighborhoods. We reported accepting bids on 8 of the 11 neighborhoods in the offering, anticipating year-end closings. During the third quarter, many of the builders paused their land purchases and we currently anticipate only closing two of these neighborhoods before year end.

Additionally, we anticipate moving forward with two neighborhoods in our Rise community, which should close before year-end. We're continuing our conversation with a number of the builders as many have indicated they would like to reengage after year-end. We do not end up contracting any additional neighborhoods this year.

Our anticipated Great Park land closings are projected to be approximately 253 home sites for the year versus last quarter's projection of approximately 660 homes sites. And we are in the process to sell the remaining home sites into 2023 and possibly some into 2024.

On top of the ongoing residential opportunities at Great Park, our commercial parcels will offer to the Orange County commercial market, something that has not been available for years, large parcels of entitled land of flexible zoning that allows a multitude of uses including life sciences, R&D, office and industrial among others.

Majority of these commercial parcels are near City of Hope's of recently opened comprehensive cancer center and the future dedicated cancer hospital, which broke ground last quarter. We anticipate that their presence will be synergistic with and create additional demand for users and occupiers in the medical and life sciences market.

These unique attributes create great opportunities for Great Park Venture, which we will be patient with in order to drive top-line revenue and maximize the bottom-line.

Perhaps most importantly, in our Great Park community review, with a strong spirit of cooperation between the City of Irvine and the Great Park Venture, we are advancing our public-private partnership by entering to arrangements that are designed to advance the development of Great Park for which the community was defined.

With these types of civic engagements that what makes cities and local communities drive that is our civic responsibility to work with the City of Irvine to advance its goals particularly with respect to the Great Park.

We also believe all these ongoing efforts will drive greater cash flow in 2023 for the Great Park Venture and each year thereafter, which will result in greater distributions to Five Point. In Valencia, new home sales by builders totaled 166 during the third quarter, down two homes in the second quarter.

Valencia has now sold a total of 891 homes out of 1,268 home sites in our first 18 neighborhoods, and this is from our opening in May of 2021 through September of 2022. We now have 8 open neighborhoods as 10 communities have been sold out. Our guest builders have closed 636 homes at this point, creating a very vibrant and growing community.

Those are also actively working on their models for next new home area of Valencia, which encompasses an additional 8 new neighborhoods and 598 homes. These neighborhoods are expected to open in the second and third quarters of next year.

We are also looking at our planned home site sales in Valencia in the fourth quarter this year to better match the current sales pace and market demand. Last quarter, we decided to reduce our anticipated lot sales to approximately 160 home sites, focusing on more traditional lots.

We are continuing to review the sale these lots with our homebuilders to be sure it is an appropriate time to bring them to market. As the master developer, we feel it's important to continue to monitor the market and work toward the sales success of all the neighborhoods in the community.

And we do not proceed with these 160 homes in the fourth quarter, they will move into 2023. In addition to all our commercial opportunities at Valencia, we're also actively looking to add multifamily opportunities for a mix of land offerings.

Multifamily is a strong real estate segment that could provide housing options for residents and land sales revenues for us, even during times in the four-star residential market is under pressure.

We're committed to continuing to work with our public partners and community leaders to help address the current housing shortage and more opportunities, more housing opportunities will help there. San Francisco remains a priority for Five Point and for the city and county of San Francisco.

It's irreplaceable land along San Francisco Bay, with a broad mix of approved development opportunities. We're actively engaged in the process to understand how the current titles can rebalance to allow Candlestick to move forward ahead of the Hunters Point Shipyard site, while maintaining the overall community development mix.

Working with our public partners and using our experience and lessons learned for our plan communities, we continue to review the various options to initiate development in San Francisco, including how best to leverage the tax increment financing available to the project.

San Francisco will remain a work in progress as we work through these issues, but as a project we are focused on and to which we are fully committed. In summary, our third quarter has been challenging for the entire industry, and we are well aware of the headwinds, we are facing the current environment.

We continue to make progress on Five Point's core objectives. We're moving forward on our strategies and feeling ever more optimistic about our future. Optimization and rationalization of our cost structure is an ongoing focus. We continue to focus on our strategy of doing more with less.

We're constantly searching for opportunities to create operating efficiencies across the Company. With a focus on accountability, we're looking to drive bottom-line performance, drive cash flow and fortify our balance sheet while building shareholder value.

We're refining our residential offerings, while at the same time looking to seize upon our commercial opportunities and to enhance our commercial revenue. While we expect some short-term disruption in our core land sale business, we remain optimistic about the long-term future our company.

As we did this quarter, we'll continue to monitor the impact of rising interest rates and inflation on buyer demand for housing and we'll adjust our plans proactively to maintain the value of our master plan communities. And of course, we are focused on our conservatively leveraged balance sheet.

As we generate cash, we'll look to consistently strengthen balance sheet to remain prepared for the future. Let me turn to Leo, who will report on our financial results..

Thank you, Dan. A summary of our financial results included in the earnings release issued earlier today, in which we reported a consolidated net loss of $9.5 million for the quarter. While no land sales were closed, we did recognize $15.4 million in revenue that was mostly generated by our Valencia and management company operations.

Selling, general and administrative expenses were $12 million, which is consistent with the prior quarter and represents a reduction of 42% compared to the same quarter last year. The decrease is primarily the result of our reduction in headcount as reported during our first quarter earnings call.

As Dan previously mentioned, total liquidity was $211 million at quarter end and is comprised of $86.3 million of cash and cash equivalents and $124.7 million of available borrowing capacity under our revolving credit facility.

No amounts were drawn on our $125 million revolver; however, letters of credit of approximately $300,000 are issued and outstanding under the facility. Our debt to total capitalization ratio was stable at 25.3% and our net debt to capitalization ratio after taking into account, our cash balance was 22.6%.

The Company has four reporting segments Valencia, San Francisco, Great Park and Commercial. Segment results for the third quarter are as follows. The Valencia segment recognized a $543,000 loss for the quarter. There were no land sale closings in Valencia; however, the segment did report revenue of $3.1 million.

Most of this revenue related to changes in estimates of variable consideration from the amounts previously recorded on prior land sales, which includes profit participation that we collect from our homebuilders.

Segment revenue was offset by selling, general and administrative costs of 2.5 million that were mostly comprised of employee compensation cost as well as selling and marketing expenses in support of our access development areas. The San Francisco segment recognized $673,000 loss for the quarter.

This loss is comprised of general and administrative costs incurred to support the segments continued focus on reassessing the development plan and approval process for our San Francisco assets.

Our Great Park segment reported a loss of $13.8 million for the quarter, which was comprised of 4.5 million and income generated by our management company and an $18.3 million loss from the ventures operations.

As a result to the management company, Five Point recognized $12 million and management fee revenues during the quarter, 3 million of which was from monthly base fee payments, and 9 million of which was from non-cash revenue, recognized for changes in estimated incentive compensation payments expected when the venture mixed future distributions.

Offsetting these revenues where expenses of $7.5 million, which were comprised of $2.1 million for the cost of providing management services, primarily project team compensation as well as $5.4 million for amortization expense associated with our development management, intangible assets.

The Ventures operations recognize revenue of 35.2 million during the quarter.

This included 23.9 million of proceeds from the closing of 61 home sites on 2.9 acres at the Great Park neighborhoods, as well as $11.3 million related to changes in estimates of variable consideration, which is mostly comprised of profit participation the venture receives from homebuilders.

Offsetting these revenues where cost of land sales of $15.1 million, SG&A of $3.7 million and related party management fee expense of $35.3 million.

Management fee expense was comprised of 3 million of monthly base fee payments and a $32.3 million increase and accrued incentive compensation resulting from a change in estimate of aggregate payments probable is being made as a venture makes future distributions. 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 loss from the Great Park Venture after adjusting for basis difference was $4.5 million for the quarter. The Great Park Venture is a self funding operation with no debt and had a cash balance of $129 million at the end of the quarter.

Our Commercial segment broke even for the quarter, which included $100,000 loss from operations of the Gateway Commercial Venture and $100,000 in income from services provided by our management company. During the quarter, the venture extended the maturity date of its $29.4 million mortgage and mezzanine loan facilities to September 2023.

The venture is a self funding operation and had a cash balance of $14.8 million at the end of the quarter. We own 75% of the Gateway Commercial Venture and 100% of the management company.

Our investment in the venture is reported under the equity method of accounting and therefore the assets, liabilities, cash flows and results of operations of the venture are not consolidated within our financial statements. Five Point's equity and loss for the quarter from the Gateway Commercial Venture was $87,000.

With that, I'll turn it over to the operator the questions..

Thank you. [Operator Instructions] Our first question comes from Dominick D'Angelo with O'Keefe Stevens Advisory. Please go ahead..

Hi, guys. Thanks for taking my questions. I had a couple. On the $625 million debt, just based on where the fair value of it was last quarter in your release. It seems like that debt markets are relatively closed or the really high interest rate, if you ever had to refinance asset in this market.

Can you just talk about your plan? What you guys see happening to that $625 million in debt?.

Dominick, thank you for that question. The maturity is in '25 and we obviously have done a lot of thought about how our cash flow looks between now and '25 and the opportunity to retire that debt. We have looked at opportunities to refinance the debt, and you are right, today Capital markets are a little bit dicey.

And so, I think what I'd like to give you a direct answer. I think it's always going to be kind of market dependent. But as we said, from a balance sheet perspective, we are always looking for opportunities to generate cash. And we may elect at some point to use some of that cash to pay down the debt.

But I think what we are going to do -- have to do is just see how the market progresses over the next three years and really take it from there..

Got it. Okay. Thank you. Next just on the Great Park Venture, you guys talked about it being self funding, no debt, $129 million in cash.

Is any of that able to be distributed to Five Point? Or how, I guess, what's the point of that cash being at equity ventures?.

So, that might be -- obviously, it's a partnership, as you know, and we actually do distributions from time to time. And as part of discipline that we work with all the partners to make sure that we have plenty of cash. So, it does self fund and there is no additional needs.

But what we do is quarterly, we do look at those balances, we look at future needs. We look at upcoming closings, and we do make distributions. So when you see that balance, that's a conservative balance. But as cash grows, we will make distributions, but it really is just to make sure that we're well positioned there and have no cash needs..

Is there like $1 amount that if there were due surpass, there would be I don't know, like an automatic distribution? Or is it just a case by case basis?.

There is no kind of mathematical, it really is a case by case basis all the partners discuss the available cash and agree on the distribution. But it is looked at on a regular basis, because you're correct. There's no rational reason to leave it there if you don't need it..

And then just last question from me, I believe you guys had a $56.3 million I think was a related party like principal payment. That was in your annual report. Is that going to be paid this year? I know there was way you could defer it. Just any update on that..

Dominick, one more time, what was the payment you're asking about? I'm sure. I'm not sure I followed it..

I thought there was a $56.3 million principle, some sort of related party principle payment that you guys were going to get making?.

That's not all due in the current year, that's phased out over multiple years as the reimbursement needs to be funded. It's not currently due..

[Operator Instructions] We'll take our next question from Alan Ratner with Zelman & Associates. Please go ahead..

Dan, if you kind of walk through the sales activity in your communities, and I think we've heard from a lot of builders about what's going on there. I'm just curious if you can talk a little bit about what's going on in the pricing side, the home price side.

We've heard over the course of earnings calls this week, incentives across the industry have increased pretty significantly. And I'm just curious as you as you track not only the sales activity, but also the discounting and the incentives.

What type of price adjustments if any, you guys have seen in your communities?.

This damn exercise missed your team earlier this month when I wasn't available and you're out here. But every builder is kind of have their own model for what they're doing. And from a standpoint, as a master developer and the way our land sales work, once they close on the land, we obviously know their pricing.

We know whatever incentives they're using, but we don't get to control it. And what we're seeing now and I'm sure you're aware of that, really kind of seeing different approaches. Some voters are looking just at price. Some builders are looking at interest rate buy downs. And there's really is no one answer and there is no one amount.

What we're finding is which probably won't surprise you is that, it really varies a lot by product. There's some product that there is, as needs less work to sell, and some that needs a little more push. So there, I can't tell you there's one answer to that, but you're certainly right from your conversations with other builders.

They all have become proactive in the market to continue absorption through. So, but it really varies a lot. And I have looked at Alan, and there really is, there was one answer, I'd give it to it. Everyone's got a different program..

And I guess, second question and this is just more thinking out loud here. So, but once he is still pretty early on in its lifecycle, you've got a lot of a lot of runway out ahead of you there. And I certainly understand not wanting to impair any of the values there by selling land at a price that you don't think it's too low.

But on the flipside to just putting on like pretending I was at the homebuilder here, you guys are in a unique position because your land cost basis, in the near-term you're probably less focused on margin, for example, and more focused on cash flow and cash generation.

So why not kind of lean into that, why not take a phase, maybe even Valencia and offer a discounted lot price to try to get the builders comfortable with, them being able to offer a product that's affordable in today's market and maybe ultra competitive? It would seem like it'd be a win-win.

You would get the builders active and being able to build product at an affordable price point and also get some cash flow in your door during a difficult operating environment?.

That's a very interesting thought. And having done this a long time and sold land through good times and bad times, you're absolutely right, we're going to need to be somewhat creative at times and proactive.

But with what the often things we have today and what the communities that are that landed and sold, what I'm always trying to be sure we're doing is supporting the brothers are in place today.

And so, I would not want to discount land to under price what's coming, but I think that there are some things we can do in the future current on this scope and scale of this kind of market correction.

There's a lot of things around structure that I think we can do that allows us to continue to move land into work with the builders, but I always start with, how do I be sure that the builders that are in place and have land are successful..

Yes, that makes that makes a lot of sense.

And I can understand that I'm just thinking maybe a project as large as Valencia is perhaps there's a way to offer a different product, different density, that was affordable and maybe not competitive to the land that that builders are currently building on and also finding a way to generate some activity during a softer period for the next year or two.

So, it'll be interesting to see how you guys handle that..

What you just said would be key, if you truly could find a non-competitive different segment then you could work on that concept, but that really would be the key..

It's your stock obviously it's trading below book value. So, the markets not giving you credit for the value, the long-term value of the land here. I think it's telling you that they are concerned about the more of the shorter term cash flow generation.

So, selling even land at potentially a book value discount, I don't think is necessarily going to be viewed negatively by the investment community?.

There are some other thoughts out there that we are actually looking at, because even homes for rent, we are not in that segment out there, but there are a couple of folks we are talking to about that too. So that would be a totally different segment.

And it could give us an opportunity to generate cash flow with not -- without hurting our current builders and maybe generating some future homebuyers. So, there are a couple of ideas out there that we are definitely looking at..

Great. Well, thanks for talking it through with me and good luck. And hope you guys all have a great holiday season..

[Operator Instructions] It appears there are no further questions at this time. I'd like to turn the conference back to Dan Hedigan..

Thank you. On behalf of our management team, we thank you for joining us today on today's call, and we look forward to speaking with you next quarter. And as Alan just reminded me, I can't believe it's almost November, so happy holidays to everyone, and we will look forward to seeing you in January..

This concludes today's call. Thank you for your participation and you may now disconnect..