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, 2023. During the six months ended June 30, 2023, the Great Park Venture made aggregate distributions of $25.5 million to holders of Legacy Interests and $218.0 million to holders of Percentage Interests. The Company received $81.8 million for its 37.5% Percentage Interest. As of June 30, 2023, Legacy Interest holders were entitled to receive a maximum of $40.7 million in distributions to be paid pro-rata with Percentage Interest holders. Approximately 10% of future distributions will be paid to the Legacy Interest holders until such time as the remaining balance has been fully paid. The holders of the Percentage Interests will receive all other distributions. 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, 2023, the Great Park Venture recognized $7.4 million in land sale revenues to related parties of the Company and $361.8 million in land sale revenues to third parties, of which $357.8 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. 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. The following table summarizes the statements of operations of the Great Park Venture for the six months ended June 30, 2023 and 2022 (in thousands): Six Months Ended June 30, 2023 2022 Land sale and related party land sale revenues $ 369,196 $ 3,825 Home sale revenues — 40,475 Cost of land sales (165,749) (13) Cost of home sales — (30,784) Other costs and expenses (32,547) (14,858) Net income (loss) of Great Park Venture $ 170,900 $ (1,355) The Company’s share of net income (loss) $ 64,088 $ (508) Basis difference amortization, net (10,604) (586) Equity in earnings (loss) from Great Park Venture $ 53,484 $ (1,094) The following table summarizes the balance sheet data of the Great Park Venture and the Company’s investment balance as of June 30, 2023 and December 31, 2022 (in thousands): June 30, 2023 December 31, 2022 Inventories $ 435,920 $ 605,893 Cash and cash equivalents 140,889 149,326 Contract assets, receivable and other assets 167,010 43,955 Total assets $ 743,819 $ 799,174 Accounts payable and other liabilities $ 173,420 $ 156,085 Redeemable Legacy Interests 40,705 66,254 Capital (Percentage Interest) 529,694 576,835 Total liabilities and capital $ 743,819 $ 799,174 The Company’s share of capital in Great Park Venture $ 198,636 $ 216,313 Unamortized basis difference 62,109 72,713 The Company’s investment in the Great Park Venture $ 260,745 $ 289,026 Gateway Commercial Venture The Company owned a 75% interest in the Gateway Commercial Venture as of June 30, 2023. 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, 2023 and 2022, 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, 2023 and 2022 (in thousands): Six Months Ended June 30, 2023 2022 Rental revenues $ 4,175 $ 4,059 Rental operating and other expenses (1,967) (1,225) Depreciation and amortization (1,989) (1,969) Interest expense (1,108) (620) Net (loss) income of Gateway Commercial Venture $ (889) $ 245 Equity in (loss) earnings from Gateway Commercial Venture $ (667) $ 184 The following table summarizes the balance sheet data of the Gateway Commercial Venture and the Company’s investment balance as of June 30, 2023 and December 31, 2022 (in thousands): June 30, 2023 December 31, 2022 Real estate and related intangible assets, net $ 80,834 $ 82,797 Cash 5,081 4,244 Other assets 4,639 4,588 Total assets $ 90,554 $ 91,629 Notes payable, net $ 29,418 $ 29,418 Other liabilities 7,764 7,951 Members’ capital 53,372 54,260 Total liabilities and capital $ 90,554 $ 91,629 The Company’s investment in the Gateway Commercial Venture $ 40,028 $ 40,695 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, 2023, 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, 2023 and December 31, 2022, the Company’s investment in the Valencia Landbank Venture was $1.6 million and $1.9 million, respectively, and the Company recognized $0.4 million and $0.5 million in equity in earnings for the six months ended June 30, 2023 and 2022, respectively. |