Investment in Unconsolidated Entities | INVESTMENT IN UNCONSOLIDATED ENTITIES Great Park Venture The Great Park Venture has two classes of interests—“Percentage Interests” and “Legacy Interests.” Legacy Interest holders are entitled to receive priority distributions in an aggregate amount equal to $476.0 million and up to an additional $89.0 million from subsequent distributions of cash depending on the performance of the Great Park Venture. The holders of the Percentage Interests will receive all other distributions. The Operating Company owns 37.5% of the Great Park Venture’s Percentage Interests as of June 30, 2020. The Great Park Venture has made distributions to the holders of Legacy Interests in the aggregate amount of $431.3 million as of June 30, 2020. The Great Park Venture is the owner of Great Park Neighborhoods, a mixed-use, master-planned community located in Orange County, California. The Company, through the Management Company, 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 managed by an executive committee of representatives appointed by only the holders of Percentage Interests. The Company does not control the actions of the executive committee. At each reporting period, and when events and circumstances dictate, the Company evaluates its equity method investment in the Great Park Venture for impairment. This evaluation focuses on the recoverability of the carrying value based upon the discounted value of distributions the Company expects to receive from the Great Park Venture. This evaluation is performed at the investment level and is separate and apart from impairment evaluations on long-lived assets, such as the Company’s consolidated inventory balances, that focus on recoverability with undiscounted cash flows. The Company evaluates the investment as a whole and does not evaluate the underlying assets of the Great Park Venture for impairment. If the Great Park Venture records an impairment charge against its assets, the Company will recognize its share of the loss, adjusted for basis differences. During the six months ended June 30, 2020 and 2019, the Great Park Venture did not recognize any impairment losses on its long-lived assets. In March 2020, the Company determined that an other-than-temporary impairment existed for the Company’s investment in the Great Park Venture as the estimated fair value of the investment was less than the carrying value. This was the result of a delay in the projected distributions from Great Park Venture to the Company. In determining that the impairment was other-than-temporary, the Company concluded at the measurement date that it was uncertain if a near term recovery of value that was lost as a result of delays to expected land sales from the impacts of the COVID-19 pandemic would occur. As a result, the Company recognized a $26.9 million impairment charge that is included in equity in loss from unconsolidated entities on the condensed consolidated statement of operations during the six months ended June 30, 2020. Below are the most significant unobservable inputs used in the Company’s discounted cash flow model to determine the estimated fair value (level 3) of the Company’s investment in the Great Park Venture at the time the other-than-temporary impairment was recognized: Unobservable inputs Range Annual home price appreciation 0% - 7% Annual horizontal development cost appreciation 0% - 3% Average annual absorption of homesites (market rate homesites) 900 2020 home price range $640,000 - $1,300,000 Unlevered discount rate 9% The cost of the Company’s investment in the Great Park Venture, adjusted for impairments, is higher than the Company’s underlying equity in the carrying value of net assets of the Great Park Venture (basis difference). The Company’s earnings 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 six months ended June 30, 2020, the Great Park Venture recognized $1.0 million in land sale revenues to related parties of the Company and $21.8 million in land sale revenues to third parties. During the six months ended June 30, 2019, the Great Park Venture recognized $130.0 million in land sale revenues to a related party of the Company and $62.6 million in land sale revenues to third parties, of which $31.0 million relates to homesites sold to a land banking entity whereby a related party of the Company retained the option to acquire these homesites in the future from the land bank entity. The following table summarizes the statements of operations of the Great Park Venture for the six months ended June 30, 2020 and 2019 and reconciles the Company’s share to the amount recognized as equity in (loss) earnings (in thousands): Six Months Ended June 30, 2020 2019 Land sale revenues $ 22,826 $ 192,579 Cost of land sales (15,304) (128,968) Other costs and expenses (23,799) (32,036) Net (loss) income of Great Park Venture $ (16,277) $ 31,575 The Company’s share of net (loss) income $ (6,104) $ 11,841 Basis difference amortization (1,497) (3,893) Other-than-temporary investment impairment (26,851) — Equity in (loss) earnings from Great Park Venture $ (34,452) $ 7,948 The following table summarizes the balance sheet data of the Great Park Venture and the Company’s investment balance as of June 30, 2020 and December 31, 2019 (in thousands): June 30, 2020 December 31, 2019 Inventories $ 895,536 $ 870,861 Cash and cash equivalents 169,512 293,002 Receivable and other assets 27,247 32,395 Total assets $ 1,092,295 $ 1,196,258 Accounts payable and other liabilities $ 149,669 $ 159,965 Distribution payable to Legacy Interests — 76,272 Redeemable Legacy Interests 133,695 133,695 Capital (Percentage Interest) 808,931 826,326 Total liabilities and capital $ 1,092,295 $ 1,196,258 The Company’s share of capital in Great Park Venture $ 303,349 $ 309,872 Unamortized basis difference 93,615 121,963 The Company’s investment in the Great Park Venture $ 396,964 $ 431,835 Gateway Commercial Venture The Company owns a 75% interest in the Gateway Commercial Venture as of June 30, 2020. 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 acquired its interest in the Five Point Gateway Campus through debt and capital funding. The debt obtained by the Gateway Commercial Venture is non-recourse to the Company other than in the case of customary “bad act” exceptions or bankruptcy or insolvency events. The Gateway Commercial Venture closed on the sale of approximately 11 acres of land and an approximately 189,000 square foot building to City of Hope in May 2020 for a purchase price of $108.0 million. The sale of this land and building, which had a carrying value of approximately $67.5 million, resulted in a gain of approximately $37.4 million, net of transaction costs. Concurrently, the Gateway Commercial Venture made a debt payment of $30.0 million to its lender and a distribution of approximately $56.3 million to the Company with net proceeds generated from the sale. Cumulative distributions from unconsolidated entities are treated as returns on investment to the extent of the Company's share of cumulative earnings from the investment and included in the Company's consolidated statements of cash flows as cash flow from operating activities. Cumulative distributions in excess of the Company's share of cumulative earnings are treated as returns of investment and included in the Company's consolidated statements of cash flows as cash flows from investing activities. On June 26, 2020, the Gateway Commercial Venture entered into a purchase and sale agreement for the sale of two buildings at the Five Point Gateway Campus, comprising a total of approximately 660,000 square feet of research and development space currently leased to one tenant, a subsidiary of Broadcom Inc., under a triple net lease. The purchase price is $355.0 million and the purchaser is a real estate investment management company and operator. The sale is anticipated to close in August 2020. The Company and a related party of the Company separately lease office space at the Five Point Gateway Campus, and during the six months ended June 30, 2020 and 2019, the Gateway Commercial Venture recognized $4.1 million and $4.0 million, respectively, in rental revenues from those leasing arrangements. The following table summarizes the statements of operations of the Gateway Commercial Venture for the six months ended June 30, 2020 and 2019 (in thousands): Six Months Ended June 30, 2020 2019 Rental revenues $ 16,982 $ 17,134 Rental operating and other expenses (3,427) (3,217) Depreciation and amortization (7,432) (7,542) Gain on asset sale, net 37,413 — Interest expense (6,942) (8,689) Net income (loss) of Gateway Commercial Venture $ 36,594 $ (2,314) Equity in earnings (loss) from Gateway Commercial Venture $ 27,446 $ (1,735) The following table summarizes the balance sheet data of the Gateway Commercial Venture and the Company’s investment balance as of June 30, 2020 and December 31, 2019 (in thousands): June 30, 2020 December 31, 2019 Real estate and related intangible assets, net $ 377,951 $ 451,988 Other assets 27,308 21,410 Total assets $ 405,259 $ 473,398 Notes payable, net $ 273,845 $ 302,344 Other liabilities 34,614 35,848 Members’ capital 96,800 135,206 Total liabilities and capital $ 405,259 $ 473,398 The Company’s investment in the Gateway Commercial Venture $ 72,600 $ 101,404 |