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.” The Operating Company owned 37.5% of the Great Park Venture’s Percentage Interests as of June 30, 2021. Legacy Interest holders were 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. During the three months ended June 30, 2021, the Great Park Venture made aggregate distributions of $51.0 million to holders of Legacy Interests and $204.3 million to holders of Percentage Interests. The Company received $76.6 million for its 37.5% Percentage Interest. With the distributions to the holders of Legacy Interests, the Great Park Venture fully satisfied the $476.0 million priority distribution rights and reduced the remaining maximum participating Legacy Interest distribution rights to $82.7 million. 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, 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 six months ended June 30, 2021, the Great Park Venture recognized $58.3 million in land sale revenues to related parties of the Company and $279.5 million in land sale revenues to third parties, of which $236.6 million relates to homesites sold to an unaffiliated 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. Land sales to related parties include $57.4 million sold to an entity in which the Great Park Venture holds a 10% interest (the “Great Park Landbank Venture”). The Great Park Landbank Venture is a land banking entity that was formed in June 2021. The Great Park Venture made an initial contribution of $4.6 million for its interest and accounts for the investment under the equity method of accounting. 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. The following table summarizes the statements of operations of the Great Park Venture for the six months ended June 30, 2021 and 2020 (in thousands): Six Months Ended June 30, 2021 2020 Land sale revenues $ 337,826 $ 22,826 Cost of land sales (251,420) (15,304) Other costs and expenses (29,780) (23,799) Net income (loss) of Great Park Venture $ 56,626 $ (16,277) The Company’s share of net income (loss) $ 21,235 $ (6,104) Basis difference amortization (13,283) (1,497) Other-than-temporary investment impairment — (26,851) Equity in earnings (loss) from Great Park Venture $ 7,952 $ (34,452) 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 six months ended June 30, 2020. During the six months ended June 30, 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 June 30, 2021 and December 31, 2020 (in thousands): June 30, 2021 December 31, 2020 Inventories $ 722,821 $ 916,127 Cash and cash equivalents 95,212 128,850 Receivable and other assets 34,140 24,449 Total assets $ 852,173 $ 1,069,426 Accounts payable and other liabilities $ 121,354 $ 139,929 Redeemable Legacy Interests 82,719 133,695 Capital (Percentage Interest) 648,100 795,802 Total liabilities and capital $ 852,173 $ 1,069,426 The Company’s share of capital in Great Park Venture $ 243,038 $ 298,426 Unamortized basis difference 79,756 93,039 The Company’s investment in the Great Park Venture $ 322,794 $ 391,465 Gateway Commercial Venture The Company owned a 75% interest in the Gateway Commercial Venture as of June 30, 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 May 2020, the Gateway Commercial Venture closed on the sale of approximately 11 acres of land and an approximately 189,000 square foot building 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 $75.0 million to its members, of which approximately $56.3 million was distributed to the Company, with net proceeds generated from the sale. In August 2020, the Gateway Commercial Venture sold two buildings at the Five Point Gateway Campus, comprising a total of approximately 660,000 square feet. The purchase price was $355.0 million. 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 six months ended June 30, 2021 and 2020, the Gateway Commercial Venture recognized $4.2 million and $4.1 million, respectively, in rental revenues from those leasing arrangements. The following table summarizes the statements of operations of the Gateway Commercial Venture for the six months ended June 30, 2021 and 2020 (in thousands): Six Months Ended June 30, 2021 2020 Rental revenues $ 4,249 $ 16,982 Rental operating and other expenses (1,017) (3,427) Depreciation and amortization (1,969) (7,432) Gain on asset sale, net — 37,413 Interest expense (610) (6,942) Net income of Gateway Commercial Venture $ 653 $ 36,594 Equity in earnings from Gateway Commercial Venture $ 490 $ 27,446 The following table summarizes the balance sheet data of the Gateway Commercial Venture and the Company’s investment balance as of June 30, 2021 and December 31, 2020 (in thousands): June 30, 2021 December 31, 2020 Real estate and related intangible assets, net $ 88,374 $ 90,276 Other assets 16,603 14,446 Total assets $ 104,977 $ 104,722 Notes payable, net $ 29,409 $ 29,381 Other liabilities 9,863 10,290 Members’ capital 65,705 65,051 Total liabilities and capital $ 104,977 $ 104,722 The Company’s investment in the Gateway Commercial Venture $ 49,278 $ 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 June 30, 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 June 30, 2021 and December 31, 2020, the Company’s investment in the Valencia Landbank Venture was $2.2 million and $2.6 million, respectively, and the Company recognized $0.1 million in equity in earnings for the six months ended June 30, 2021. |