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, 2022. 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. As of June 30, 2022, the Great Park Venture had fully satisfied the $476.0 million priority distribution rights, and the remaining maximum participating Legacy Interest distribution rights were $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, 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 six months ended June 30, 2022, the Great Park Venture recognized $3.2 million in land sale revenues to related parties of the Company and $0.6 million in land sale revenues to third parties. 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 accounts for the investment under the equity method of accounting. The following table summarizes the statements of operations of the Great Park Venture for the six months ended June 30, 2022 and 2021 (in thousands): Six Months Ended June 30, 2022 2021 Land sale and related party land sale revenues $ 3,825 $ 337,826 Home sale revenues 40,475 — Cost of land sales (13) (251,420) Cost of home sales (30,784) — Other costs and expenses (14,858) (29,780) Net (loss) income of Great Park Venture $ (1,355) $ 56,626 The Company’s share of net (loss) income $ (508) $ 21,235 Basis difference amortization (586) (13,283) Equity in (loss) earnings from Great Park Venture $ (1,094) $ 7,952 The following table summarizes the balance sheet data of the Great Park Venture and the Company’s investment balance as of June 30, 2022 and December 31, 2021 (in thousands): June 30, 2022 December 31, 2021 Inventories $ 721,191 $ 687,235 Cash and cash equivalents 118,044 140,004 Receivable and other assets 28,827 32,550 Total assets $ 868,062 $ 859,789 Accounts payable and other liabilities $ 138,307 $ 128,677 Redeemable Legacy Interests 82,719 82,719 Capital (Percentage Interest) 647,036 648,393 Total liabilities and capital $ 868,062 $ 859,789 The Company’s share of capital in Great Park Venture $ 242,639 $ 243,147 Unamortized basis difference 77,541 78,127 The Company’s investment in the Great Park Venture $ 320,180 $ 321,274 Gateway Commercial Venture The Company owned a 75% interest in the Gateway Commercial Venture as of June 30, 2022. 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 six months ended June 30, 2022 and 2021, the Gateway Commercial Venture recognized $4.1 million and $4.2 million, respectively, in rental revenues from those leasing arrangements. The following table summarizes the statements of operations of the Gateway Commercial Venture for the six months ended June 30, 2022 and 2021 (in thousands): Six Months Ended June 30, 2022 2021 Rental revenues $ 4,059 $ 4,249 Rental operating and other expenses (1,225) (1,017) Depreciation and amortization (1,969) (1,969) Interest expense (620) (610) Net income of Gateway Commercial Venture $ 245 $ 653 Equity in earnings from Gateway Commercial Venture $ 184 $ 490 The following table summarizes the balance sheet data of the Gateway Commercial Venture and the Company’s investment balance as of June 30, 2022 and December 31, 2021 (in thousands): June 30, 2022 December 31, 2021 Real estate and related intangible assets, net $ 84,743 $ 86,601 Cash 14,729 13,279 Other assets 4,477 4,486 Total assets $ 103,949 $ 104,366 Notes payable, net $ 29,406 $ 29,369 Other liabilities 8,369 9,067 Members’ capital 66,174 65,930 Total liabilities and capital $ 103,949 $ 104,366 The Company’s investment in the Gateway Commercial Venture $ 49,631 $ 49,447 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, 2022, 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, 2022 and December 31, 2021, the Company’s investment in the Valencia Landbank Venture was $2.9 million and $3.8 million, respectively, and the Company recognized $0.5 million and $0.1 million in equity in earnings for the six months ended June 30, 2022 and 2021, respectively. |