Investment in Unconsolidated Entities | INVESTMENT IN UNCONSOLIDATED ENTITIES Great Park Venture The Great Park Venture has two classes of membership interests—“Percentage Interests” and “Legacy Interests.” The Operating Company owned 37.5% of the Great Park Venture’s Percentage Interests as of March 31, 2024. During the three months ended March 31, 2024, the Great Park Venture made aggregate distributions of $7.5 million to holders of Legacy Interests and $63.7 million to holders of Percentage Interests. The Company received $23.9 million for its 37.5% Percentage Interest. As of March 31, 2024, Legacy Interest holders were entitled to receive a maximum of $10.6 million in distributions to be paid pro-rata with Percentage Interest holders. Approximately 10% of future distributions will be paid to the Legacy Interest holders until such time as the remaining balance has been fully paid. The holders of the Percentage Interests will receive all other distributions. The Great Park Venture is the owner of Great Park Neighborhoods, a mixed-use planned community located in Orange County, California. The Company, through the A&R DMA, as amended, manages the planning, development and sale of land at the Great Park Neighborhoods and supervises the day-to-day affairs of the Great Park Venture. The Great Park Venture is governed by an executive committee of representatives appointed by only the holders of Percentage Interests. The Company serves as the administrative member but does not control the actions of the executive committee. The Company accounts for its investment in the Great Park Venture using the equity method of accounting. The carrying value of the Company’s investment in the Great Park Venture is higher than the Company’s underlying share of equity in the carrying value of net assets of the Great Park Venture, resulting in a basis difference. The Company’s earnings or losses from the equity method investment are adjusted by amortization and accretion of the basis differences as the assets (mainly inventory) and liabilities that gave rise to the basis difference are sold, settled or amortized. During the three months ended March 31, 2024, the Great Park Venture recognized $11.9 million in land sale revenues to related parties of the Company and $80.8 million in land sale revenues to third parties. During the three months ended March 31, 2023, the Great Park Venture recognized $5.5 million in land sale revenues to related parties of the Company and $3.1 million in land sale revenues to third parties. The following table summarizes the statements of operations of the Great Park Venture for the three months ended March 31, 2024 and 2023 (in thousands): Three Months Ended March 31, 2024 2023 Land sale and related party land sale revenues $ 92,709 $ 8,600 Cost of land sales (29,958) — Other costs and expenses (9,622) (5,857) Net income of Great Park Venture $ 53,129 $ 2,743 The Company’s share of net income $ 19,923 $ 1,029 Basis difference (amortization) accretion, net (2,266) 133 Equity in earnings from Great Park Venture $ 17,657 $ 1,162 The following table summarizes the balance sheet data of the Great Park Venture and the Company’s investment balance as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Inventories $ 373,386 $ 391,352 Cash and cash equivalents 52,546 61,054 Contract assets, receivables and other assets, net 164,949 166,793 Total assets $ 590,881 $ 619,199 Accounts payable and other liabilities $ 174,552 $ 184,847 Redeemable Legacy Interests 10,612 18,075 Capital (Percentage Interest) 405,717 416,277 Total liabilities and capital $ 590,881 $ 619,199 The Company’s share of capital in Great Park Venture $ 152,144 $ 156,105 Unamortized basis difference 55,416 57,681 The Company’s investment in the Great Park Venture $ 207,560 $ 213,786 Gateway Commercial Venture The Company owned a 75% interest in the Gateway Commercial Venture as of March 31, 2024. The Gateway Commercial Venture is governed by an executive committee in which the Company is entitled to appoint two individuals. One of the other members of the Gateway Commercial Venture is also entitled to appoint two individuals to the executive committee. The unanimous approval of the executive committee is required for certain matters, which limits the Company’s ability to control the Gateway Commercial Venture, however, the Company is able to exercise significant influence and therefore accounts for its investment in the Gateway Commercial Venture using the equity method. The Company is the manager of the Gateway Commercial Venture, with responsibility to manage and administer its day-to-day affairs and implement a business plan approved by the executive committee. The Gateway Commercial Venture owns one commercial office building and approximately 50 acres of commercial land with additional development rights at a 73 acre office, medical, research and development campus located within the Great Park Neighborhoods (the “Five Point Gateway Campus”). The Five Point Gateway Campus consists of four buildings totaling approximately one million square feet. The Company and a subsidiary of Lennar lease portions of the building owned by the Gateway Commercial Venture, and during the three months ended March 31, 2024 and 2023, the Gateway Commercial Venture recognized $2.5 million and $2.2 million, respectively, in rental revenues from those leasing arrangements. The following table summarizes the statements of operations of the Gateway Commercial Venture for the three months ended March 31, 2024 and 2023 (in thousands): Three Months Ended March 31, 2024 2023 Rental revenues $ 2,549 $ 2,154 Rental operating and other expenses (968) (910) Depreciation and amortization (1,003) (994) Interest expense (694) (533) Net loss of Gateway Commercial Venture $ (116) $ (283) Equity in loss from Gateway Commercial Venture $ (87) $ (212) The following table summarizes the balance sheet data of the Gateway Commercial Venture and the Company’s investment balance as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Real estate and related intangible assets, net $ 75,715 $ 76,719 Cash and restricted cash 5,716 5,574 Other assets 4,418 3,554 Total assets $ 85,849 $ 85,847 Notes payable, net $ 28,797 $ 28,850 Other liabilities 6,794 6,623 Members’ capital 50,258 50,374 Total liabilities and capital $ 85,849 $ 85,847 The Company’s investment in the Gateway Commercial Venture $ 37,694 $ 37,781 In August 2023, the Gateway Commercial Venture refinanced its mortgage note, extending the maturity date to August 2025. As a condition of the refinancing, the Company is subject to certain guaranties of the Gateway Commercial Venture's mortgage note, including an interest and carry guaranty along with a springing guaranty of 50% of the outstanding balance in the event the Gateway Commercial Venture's leases with either the Company or the affiliate of Lennar are no longer in effect and the Gateway Commercial Venture is unable to meet certain financial covenants. Valencia Landbank Venture As of March 31, 2024, the Company owned a 10% interest in the Valencia Landbank Venture, an entity organized in December 2020 for the purpose of taking assignment from homebuilders of purchase and sale agreements for the purchase of residential lots within the Valencia community. The Valencia Landbank Venture concurrently enters into option and development agreements with homebuilders pursuant to which the homebuilders retain the option to purchase the land to construct and sell homes. The Company does not have a controlling financial interest in the Valencia Landbank Venture, however, the Company has the ability to significantly influence the Valencia Landbank Venture’s operating and financial policies, and most major decisions require the Company’s approval in addition to the approval of the Valencia Landbank Venture’s other unaffiliated member, and therefore the Company accounts for its investment in the Valencia Landbank Venture using the equity method. At each of March 31, 2024 and December 31, 2023, the Company’s investment in the Valencia Landbank Venture was $1.2 million, and the Company recognized $16.0 thousand and $0.1 million in equity in earnings for the three months ended March 31, 2024 and 2023, respectively. |