Exhibit 99.1
Five Point Holdings, LLC Reports Fourth Quarter and Full-Year 2018 Results
Fourth Quarter 2018
• | Continued land development activity at Newhall in Los Angeles County positions the company to deliver homesites and generate revenue in 2019. |
• | Company maintains strong credit profile, including total liquidity of $619.7 million and debt to total capitalization of 24.6% at December 31, 2018. |
Recent Highlights
• | Continued infrastructure development at Candlestick. Revised operational plan on the prior mall property underway envisions a mixed-use office and residential community. |
• | Sale of 41 acres for approximately $218 million with approval to build 518 homes comprising seven different products in the Great Park, some of which will close in phased takedowns. |
Irvine, CA, March 13, 2019 (Business Wire) – Five Point Holdings, LLC (“Five Point” or the “Company”) (NYSE:FPH), an owner and developer of large mixed-use, master-planned communities in California, today reported its fourth quarter and full-year 2018 results. Emile Haddad, Chairman and CEO, said, “We are pleased by the steady operational progress that we made in 2018 and expect it to continue in 2019. Ongoing land development activity at Valencia in Los Angeles County continues. Despite inclement weather, we anticipate delivering homesites and generating revenue sometime toward the end of this year.”
“2019 is off to a great start. In San Francisco, infrastructure development at Candlestick continues. We are no longer pursuing the construction of a regional mall but instead are working closely with the City on a plan that envisions an integrated office and residential mixed-use development that encompasses lifestyle retail and entertainment. Finally, at the Great Park, we sold 41 acres for approximately $218 million. Separately, home buyer activity, as reported by our guest builders, has remained consistent with normal seasonal patterns. The combination of steady operational progress, a healthy economy supported by seven years of consistent job growth, and a pronounced imbalance between supply and demand in our markets bodes well for 2019.”
Fourth Quarter 2018 Consolidated Results
Liquidity and Capital Resources
As of December 31, 2018, total liquidity of $619.7 million was comprised of cash and cash equivalents totaling $495.7 million and borrowing availability of $124.0 million under our $125.0 million unsecured revolving credit facility. Total capital was $1.8 billion, reflecting $2.9 billion in assets and $1.1 billion in liabilities.
Results of Operations for the Three Months Ended December 31, 2018
Revenues. Revenues of $7.9 million for the three months ended December 31, 2018 were primarily generated from management services.
Equity in loss from unconsolidated entities.Equity in loss from unconsolidated entities was $3.5 million for the three months ended December 31, 2018. The loss was primarily due to our proportionate share of the Great Park Venture’s net loss during the quarter of $9.6 million. After adjusting for amortization and accretion of the basis difference, our equity in loss from our 37.5% percentage interest in the Great Park Venture was $2.3 million. Equity in loss from our 75% interest in the Gateway Commercial Venture was $1.3 million for the three months ended December 31, 2018.
Selling, general, and administrative.Selling, general, and administrative expenses were $15.2 million for the three months ended December 31, 2018.
Income tax provision. Income tax provision was $9.2 million for the three months ended December 31, 2018. Notwithstanding our consolidated net loss, the income tax provision is the result of an increase in our valuation allowance against deferred tax assets associated with changes contained in the Tax Cuts and Jobs Act limiting the utilization of net operating losses.
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Net loss. Consolidated net loss for the quarter was $20.4 million. The net loss attributable to noncontrolling interests totaled $6.1 million, resulting in a net loss attributable to the Company of $14.3 million.
Segment Results
Newhall Segment.Total segment revenues were $0.9 million for the fourth quarter of 2018 and were derived from agricultural leasing and the sale of citrus crops. Selling, general, and administrative expenses were $3.3 million for the three months ended December 31, 2018.
San Francisco Segment.Total segment revenues were $1.1 million for the fourth quarter of 2018. Revenues during the quarter were mostly attributable to fees generated from management agreements. Selling, general, and administrative expenses were $4.8 million for the three months ended December 31, 2018.
Great Park Segment.Total segment revenues were $8.5 million for the fourth quarter of 2018. Revenues were mainly attributable to management services we provide to the Great Park Venture. The Great Park segment’s net loss for the quarter was $7.6 million, which included net loss of $9.6 million attributed to the Great Park Venture that is not consolidated in our financial statements. After adjusting to account for a difference in investment basis, the Company’s equity in loss from the Great Park Venture was $2.3 million for the three months ended December 31, 2018.
Commercial Segment.For the three months ended December 31, 2018, the Commercial segment recognized $8.0 million in revenues from tenant leases at the Five Point Gateway Campus and property management services provided by us to the Gateway Commercial Venture. Segment expenses were mostly comprised of depreciation, amortization and interest expense totaling $7.1 million. Segment net loss was approximately $1.0 million. Our share of equity in loss from the Gateway Commercial Venture totaled $1.3 million for the three months ended December 31, 2018.
Conference Call Information
In conjunction with this release, Five Point will host a conference call today, Wednesday, March 13, 2019 at 5:00 pm Eastern Time. Emile Haddad, President and Chief Executive Officer, and Erik Higgins, Vice President and Chief Financial Officer, will host the call. Interested investors and other parties can listen to a live Internet audio webcast of the conference call that will be available on the Five Point website at ir.fivepoint.com. The conference call can also be accessed by dialing (877) 425-9470 (domestic) or (201) 389-0878 (international). A telephonic replay will be available starting approximately two hours after the end of the call by dialing (844) 512-2921, or for international callers, (412) 317-6671. The passcode for the live call and the replay is 13687389. The telephonic replay will be available until 11:59 p.m. Eastern Time on March 27, 2019.
About Five Point
Five Point, headquartered in Irvine, California, designs and develops large mixed-use, master-planned communities in Orange County, Los Angeles County, and San Francisco County that combine residential, commercial, retail, educational, and recreational elements with public amenities, including civic areas for parks and open space. Five Point’s communities include the Great Park Neighborhoods® in Orange County, Newhall Ranch® in Los Angeles County, and Candlestick Point and The San Francisco Shipyard in the City of San Francisco. These communities are designed to include approximately 40,000 residential homes and approximately 23 million square feet of commercial space.
Forward-Looking Statements
This press release contains forward-looking statements that are subject to risks and uncertainties. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. When used, the words “anticipate,” “believe,” “expect,” “intend,” “may,” “might,” “plan,” “estimate,” “project,” “should,” “will,” “would,” “result” and similar expressions that do not relate solely to historical matters are intended to identify forward-looking statements. This press release may contain forward-looking statements regarding: our expectations of our future revenues, costs and financial performance; future demographics and market conditions in the areas
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where our communities are located; the outcome of pending litigation and its effect on our operations; the timing of our development activities; and the timing of future real estate purchases or sales. We caution you that any forward-looking statements included in this press release are based on our current views and information currently available to us. Forward-looking statements are subject to risks, trends, uncertainties and factors that are beyond our control. Some of these risks and uncertainties are described in more detail in our filings with the SEC, including our Annual Report on Form 10-K, under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. We caution you therefore against relying on any of these forward-looking statements. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. They are based on estimates and assumptions only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes, except as required by applicable law.
Investor Relations:
Bob Wetenhall, 949-349-1087
bob.wetenhall@fivepoint.com
or
Media:
Steve Churm, 949-349-1034
steve.churm@fivepoint.com
Source: Five Point Holdings, LLC
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FIVE POINT HOLDINGS, LLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
(Unaudited)
Three Months Ended December 31, | Twelve Months��Ended December 31, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
REVENUES: | ||||||||||||||||
Land sales | $ | 11 | $ | 9,398 | $ | 133 | $ | 17,257 | ||||||||
Land sales—related party | 233 | 2,005 | 900 | 87,556 | ||||||||||||
Management services—related party | 6,610 | 6,100 | 40,976 | 22,517 | ||||||||||||
Operating properties | 1,091 | 4,760 | 6,981 | 12,101 | ||||||||||||
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Total revenues | 7,945 | 22,263 | 48,990 | 139,431 | ||||||||||||
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COSTS AND EXPENSES: | ||||||||||||||||
Land sales | (345 | ) | 904 | (165 | ) | 84,659 | ||||||||||
Management services | 3,426 | 2,913 | 23,962 | 10,791 | ||||||||||||
Operating properties | 553 | 3,143 | 5,077 | 11,450 | ||||||||||||
Selling, general, and administrative | 15,152 | 29,762 | 98,983 | 122,367 | ||||||||||||
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Total costs and expenses | 18,786 | 36,722 | 127,857 | 229,267 | ||||||||||||
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OTHER INCOME: | ||||||||||||||||
Adjustment to payable pursuant to tax receivable agreement | — | 105,586 | 1,928 | 105,586 | ||||||||||||
Interest income | 3,048 | 2,577 | 11,767 | 2,577 | ||||||||||||
Miscellaneous | 101 | 24 | 8,573 | 93 | ||||||||||||
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Total other income | 3,149 | 108,187 | 22,268 | 108,256 | ||||||||||||
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EQUITY IN (LOSS) EARNINGS FROM UNCONSOLIDATED ENTITIES | (3,531 | ) | (11,808 | ) | (2,163 | ) | 5,776 | |||||||||
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(LOSS) INCOME BEFORE INCOME TAX (PROVISION) BENEFIT | (11,223 | ) | 81,920 | (58,762 | ) | 24,196 | ||||||||||
INCOME TAX (PROVISION) BENEFIT | (9,183 | ) | — | (9,183 | ) | — | ||||||||||
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NET (LOSS) INCOME | (20,406 | ) | 81,920 | (67,945 | ) | 24,196 | ||||||||||
LESS NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (6,103 | ) | (13,407 | ) | (33,231 | ) | (49,039 | ) | ||||||||
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NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY | $ | (14,303 | ) | $ | 95,327 | $ | (34,714 | ) | $ | 73,235 | ||||||
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NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE | ||||||||||||||||
Basic | $ | (0.22 | ) | $ | 1.50 | $ | (0.53 | ) | $ | 1.33 | ||||||
Diluted | $ | (0.22 | ) | $ | 0.56 | $ | (0.53 | ) | $ | 0.18 | ||||||
WEIGHTED AVERAGE CLASS A SHARES OUTSTANDING | ||||||||||||||||
Basic | 65,790,066 | 62,992,933 | 65,002,387 | 54,006,954 | ||||||||||||
Diluted | 65,790,066 | 144,909,451 | 65,002,387 | 133,007,828 | ||||||||||||
NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY PER CLASS B SHARE | ||||||||||||||||
Basic and diluted | $ | (0.00 | ) | $ | 0.00 | $ | (0.00 | ) | $ | 0.00 | ||||||
WEIGHTED AVERAGE CLASS B SHARES OUTSTANDING | ||||||||||||||||
Basic and diluted | 79,112,145 | 81,463,433 | 79,859,730 | 78,821,553 |
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FIVE POINT HOLDINGS, LLC
CONSOLIDATED BALANCE SHEETS
(In thousands, except shares)
(Unaudited)
December 31, 2018 | December 31, 2017 | |||||||
ASSETS | ||||||||
INVENTORIES | $ | 1,696,084 | $ | 1,425,892 | ||||
INVESTMENT IN UNCONSOLIDATED ENTITIES | 532,899 | 530,007 | ||||||
PROPERTIES AND EQUIPMENT, NET | 31,677 | 29,656 | ||||||
ASSETS HELD FOR SALE, NET | — | 4,519 | ||||||
INTANGIBLE ASSET, NET—RELATED PARTY | 95,917 | 127,593 | ||||||
CASH AND CASH EQUIVALENTS | 495,694 | 848,478 | ||||||
RESTRICTED CASH AND CERTIFICATES OF DEPOSIT | 1,403 | 1,467 | ||||||
RELATED PARTY ASSETS | 61,039 | 3,158 | ||||||
OTHER ASSETS | 9,179 | 7,585 | ||||||
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TOTAL | $ | 2,923,892 | $ | 2,978,355 | ||||
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LIABILITIES AND CAPITAL | ||||||||
LIABILITIES: | ||||||||
Notes payable, net | $ | 557,004 | $ | 560,618 | ||||
Accounts payable and other liabilities | 161,139 | 167,620 | ||||||
Liabilities related to assets held for sale | — | 5,363 | ||||||
Related party liabilities | 178,540 | 186,670 | ||||||
Deferred income tax liability, net | 9,183 | — | ||||||
Payable pursuant to tax receivable agreement | 169,509 | 152,475 | ||||||
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Total liabilities | 1,075,375 | 1,072,746 | ||||||
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CAPITAL: | ||||||||
Class A common shares; No par value; Issued and outstanding: 2018—66,810,980 shares; 2017—62,314,850 shares | ||||||||
Class B common shares; No par value; Issued and outstanding: 2018—78,838,736 shares; 2017—81,463,433 shares | ||||||||
Contributed capital | 556,521 | 530,015 | ||||||
Retained earnings | 33,811 | 57,841 | ||||||
Accumulated other comprehensive loss | (3,306 | ) | (2,455 | ) | ||||
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Total members’ capital | 587,026 | 585,401 | ||||||
Noncontrolling interests | 1,261,491 | 1,320,208 | ||||||
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Total capital | 1,848,517 | 1,905,609 | ||||||
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TOTAL | $ | 2,923,892 | $ | 2,978,355 | ||||
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FIVE POINT HOLDINGS, LLC
SUPPLEMENTAL DATA
(In thousands)
(Unaudited)
Liquidity
December 31, 2018 | ||||
Cash and cash equivalents | $ | 495,694 | ||
Borrowing capacity (1) | 124,000 | |||
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Total liquidity | $ | 619,694 | ||
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(1) | As of December 31, 2018, no funds have been drawn on the Company’s $125.0 million revolving credit facility; however, letters of credit of $1.0 million are issued and outstanding under the revolving credit facility, thus reducing the available capacity by the outstanding letters of credit amount. |
Debt to Total Capitalization
December 31, 2018 | ||||
Debt (1) | $ | 602,692 | ||
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Total capital | 1,848,517 | |||
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Total capitalization | $ | 2,451,209 | ||
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Debt to total capitalization | 24.6 | % | ||
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(1) | For purposes of this calculation, debt consists of (i) the outstanding principal on the Company’s 7.875% senior notes due 2025 of $500.0 million, and (ii) the Company’s related party EB-5 reimbursement obligation of $102.7 million. |
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Segment Results
Newhall
The following table summarizes the results of operations of our Newhall segment for the three months and twelve months ended December 31, 2018 and 2017.
Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
(in thousands) | ||||||||||||||||
Statement of Operations Data | ||||||||||||||||
Revenues | ||||||||||||||||
Land sales | $ | 11 | $ | 9,398 | $ | 133 | $ | 17,257 | ||||||||
Land sales—related party | 12 | 1,784 | 16 | 2,746 | ||||||||||||
Operating properties | 910 | 4,582 | 6,252 | 11,565 | ||||||||||||
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Total revenues | 933 | 15,764 | 6,401 | 31,568 | ||||||||||||
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Costs and expenses | ||||||||||||||||
Land sales | (345 | ) | 35 | (241 | ) | 3,201 | ||||||||||
Operating properties | 553 | 3,143 | 5,077 | 11,450 | ||||||||||||
Selling, general, and administrative | 3,260 | 5,767 | 15,391 | 29,371 | ||||||||||||
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Total costs and expenses | 3,468 | 8,945 | 20,227 | 44,022 | ||||||||||||
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Other income | 102 | 27 | 7,024 | 96 | ||||||||||||
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Segment (loss) income | $ | (2,433 | ) | $ | 6,846 | $ | (6,802 | ) | $ | (12,358 | ) | |||||
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San Francisco
The following table summarizes the results of operations of our San Francisco segment for the three months and twelve months ended December 31, 2018 and 2017.
Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
(in thousands) | ||||||||||||||||
Statement of Operations Data | ||||||||||||||||
Revenues | ||||||||||||||||
Land sales—related party | $ | 221 | $ | 221 | $ | 884 | $ | 84,810 | ||||||||
Operating property | 181 | 178 | 729 | 536 | ||||||||||||
Management services—related party | 656 | 1,489 | 4,397 | 5,841 | ||||||||||||
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Total revenues | 1,058 | 1,888 | 6,010 | 91,187 | ||||||||||||
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Costs and expenses | ||||||||||||||||
Land sales | — | 869 | 76 | 81,458 | ||||||||||||
Management services | 185 | 206 | 1,015 | 709 | ||||||||||||
Selling, general, and administrative | 4,768 | 7,516 | 22,979 | 28,288 | ||||||||||||
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Total costs and expenses | 4,953 | 8,591 | 24,070 | 110,455 | ||||||||||||
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Segment loss | $ | (3,895 | ) | $ | (6,703 | ) | $ | (18,060 | ) | $ | (19,268 | ) | ||||
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Great Park
The following table summarizes the results of operations of our Great Park segment for the three months and twelve months ended December 31, 2018 and 2017.
Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
(in thousands) | ||||||||||||||||
Statement of Operations Data | ||||||||||||||||
Revenues | ||||||||||||||||
Land sales | $ | 714 | $ | 11,524 | $ | 171,775 | $ | 473,234 | ||||||||
Land sales—related party | 2,541 | 3,994 | 3,914 | 7,700 | ||||||||||||
Management services—related party | 5,282 | 4,244 | 35,090 | 16,239 | ||||||||||||
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Total revenues | 8,537 | 19,762 | 210,779 | 497,173 | ||||||||||||
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Costs and expenses | ||||||||||||||||
Land sales | 2 | 10,229 | 118,115 | 339,100 | ||||||||||||
Management services | 3,241 | 2,707 | 22,947 | 10,082 | ||||||||||||
Selling, general, and administrative | 6,165 | 8,671 | 32,322 | 27,115 | ||||||||||||
Management fees—related party | 7,141 | 76,265 | 24,999 | 80,883 | ||||||||||||
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Total costs and expenses | 16,549 | 97,872 | 198,383 | 457,180 | ||||||||||||
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Interest income | 423 | 2,226 | 2,815 | 2,226 | ||||||||||||
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Segment (loss) income | $ | (7,589 | ) | $ | (75,884 | ) | $ | 15,211 | $ | 42,219 | ||||||
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The table below reconciles the Great Park segment results to the equity in (loss) earnings from our investment in the Great Park Venture that is reflected in the consolidated statements of operations for the three months and twelve months ended December 31, 2018 and 2017.
Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
(in thousands) | ||||||||||||||||
Segment net (loss) income from operations | $ | (7,589 | ) | $ | (75,884 | ) | $ | 15,211 | $ | 42,219 | ||||||
Less net income of management company attributed to the Great Park segment | 2,041 | 1,539 | 12,143 | 6,157 | ||||||||||||
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Net (loss) income of Great Park Venture | (9,630 | ) | (77,423 | ) | 3,068 | 36,062 | ||||||||||
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The Company’s share of net (loss) income of the Great Park Venture | (3,611 | ) | (29,034 | ) | 1,151 | 13,523 | ||||||||||
Basis difference accretion (amortization) | 1,349 | 17,072 | (2,057 | ) | (7,763 | ) | ||||||||||
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Equity in (loss) earnings from Great Park Venture | $ | (2,262 | ) | $ | (11,962 | ) | $ | (906 | ) | $ | 5,760 | |||||
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Commercial
The following table summarizes the results of operations of our Commercial segment for the three months and twelve months ended December 31, 2018.
Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||
2018 | 2018 | |||||||
(in thousands) | ||||||||
Statement of Operations Data | ||||||||
Revenues | ||||||||
Rental and related income | $ | 7,335 | $ | 26,580 | ||||
Property management fees | 672 | 1,489 | ||||||
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Total revenues | 8,007 | 28,069 | ||||||
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Costs and expenses | ||||||||
Rental operating expenses | 1,932 | 4,705 | ||||||
Interest | 3,937 | 11,563 | ||||||
Depreciation | 2,109 | 7,632 | ||||||
Amortization | 1,024 | 4,098 | ||||||
Other expenses | 25 | 258 | ||||||
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Total costs and expenses | 9,027 | 28,256 | ||||||
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Segment loss | $ | (1,020 | ) | $ | (187 | ) | ||
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The table below reconciles the Commercial segment results to the equity in loss from our investment in the Gateway Commercial Venture that is reflected in the consolidated statements of operations for the three and twelve months ended December 31, 2018.
Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||
2018 | 2018 | |||||||
(in thousands) | ||||||||
Segment net loss from operations | $ | (1,020 | ) | $ | (187 | ) | ||
Less net income of management company attributed to the Commercial segment | 672 | 1,489 | ||||||
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Net loss of Gateway Commercial Venture | (1,692 | ) | (1,676 | ) | ||||
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Equity in loss from Gateway Commercial Venture | $ | (1,269 | ) | $ | (1,257 | ) | ||
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