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 participation in 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 owned 37.5% of the Great Park Venture’s Percentage Interests as of March 31, 2021. The Great Park Venture had made priority distributions to the holders of Legacy Interests in the aggregate amount of $431.3 million as of March 31, 2021. 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 A&R DMA, 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 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, 2021, the Great Park Venture recognized $0.2 million in land sale revenues to related parties of the Company and $0.7 million in land sale revenues to third parties. During the three months ended March 31, 2020, the Great Park Venture recognized $0.7 million in land sale revenues to related parties of the Company and $21.5 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, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Land sale revenues $ 960 $ 22,176 Cost of land sales — (15,304) Other costs and expenses (13,444) (11,190) Net loss of Great Park Venture $ (12,484) $ (4,318) The Company’s share of net loss $ (4,682) $ (1,619) Basis difference accretion (amortization) 766 (1,890) Other-than-temporary investment impairment — (26,851) Equity in loss from Great Park Venture $ (3,916) $ (30,360) In March 2020, the Company determined that an other-than-temporary impairment existed for the Company’s investment in the Great Park Venture and 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 three months ended March 31, 2020. During the three months ended March 31, 2021 and 2020, the Great Park Venture did not recognize any impairment losses on its long-lived assets. 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 following table summarizes the balance sheet data of the Great Park Venture and the Company’s investment balance as of March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 December 31, 2020 Inventories $ 886,008 $ 916,127 Cash and cash equivalents 155,493 128,850 Receivable and other assets 24,481 24,449 Total assets $ 1,065,982 $ 1,069,426 Accounts payable and other liabilities $ 148,970 $ 139,929 Redeemable Legacy Interests 133,695 133,695 Capital (Percentage Interest) 783,317 795,802 Total liabilities and capital $ 1,065,982 $ 1,069,426 The Company’s share of capital in Great Park Venture $ 293,744 $ 298,426 Unamortized basis difference 93,805 93,039 The Company’s investment in the Great Park Venture $ 387,549 $ 391,465 Gateway Commercial Venture The Company owned a 75% interest in the Gateway Commercial Venture as of March 31, 2021. 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. Prior to May 2020, the Gateway Commercial Venture owned and operated all four buildings. In transactions that closed in May and August of 2020, the Gateway Commercial Venture sold three of the buildings and approximately 11 acres of land within the Five Point Gateway Campus. The Company and a subsidiary of Lennar Corporation (“Lennar”) lease portions of the fourth building, which remains under the ownership of the Gateway Commercial Venture, and during the three months ended March 31, 2021 and 2020, the Gateway Commercial Venture recognized $2.1 million and $2.1 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, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Rental revenues $ 2,101 $ 8,476 Rental operating and other expenses (334) (1,719) Depreciation and amortization (984) (3,781) Interest expense (303) (3,711) Net income (loss) of Gateway Commercial Venture $ 480 $ (735) Equity in earnings (loss) from Gateway Commercial Venture $ 360 $ (551) The following table summarizes the balance sheet data of the Gateway Commercial Venture and the Company’s investment balance as of March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 December 31, 2020 Real estate and related intangible assets, net $ 89,326 $ 90,276 Other assets 15,545 14,446 Total assets $ 104,871 $ 104,722 Notes payable, net $ 29,395 $ 29,381 Other liabilities 9,945 10,290 Members’ capital 65,532 65,051 Total liabilities and capital $ 104,872 $ 104,722 The Company’s investment in the Gateway Commercial Venture $ 49,148 $ 48,788 The debt of 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. Valencia Landbank Venture As of March 31, 2021, 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 March 31, 2021 and December 31, 2020, the Company’s investment in the Valencia Landbank Venture was $2.5 million and $2.6 million, respectively. No land was sold by the Valencia Landbank Venture to third party homebuilders during the three months ended March 31, 2021. |