Greetings and welcome to the Five Point Holdings LLC Second Quarter 2022 Conference Call. As a reminder, this call is being recorded. Today’s conference may include forward-looking statements regarding Five Point’s business, financial condition, operations, cash flow, strategy and prospects. Forward-looking statements represent Five Point’s estimates on the date of this conference call and are not intended to give any assurance to the actual future results. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties. Many factors could affect future results and may cause Five Point’s actual activities or results to differ materially from the activities and results anticipated in forward-looking statements. These factors included those described in today’s press release and Five Point’s SEC filings, including those in the Risk Factors section of Five Point’s most recent annual report on Form 10-K filed with the SEC. Please note that Five Point assumes no obligation to update any forward-looking statements. And now, I would like to turn the call over to Mr. Dan Hedigan, Chief Executive Officer. Please go ahead.

Good afternoon, everyone and thank you for joining our call. I am joining remotely today as I have COVID and I am still under the restrictions to isolate. So I am calling in from my home office and we have Leo Kij, our Interim Chief Financial Officer and Mike Alvarado, our Chief Legal Officer, at our offices in Irvine; and Stuart Miller, our Executive Chairman, is also joining us from Colorado. I am very pleased to update you today on the progress of the company through the second quarter of 2022. We will also update you on our team’s focus during the quarter and on the steps we have taken towards implementing our strategies. Then Leo will give an overview of the company’s financial performance and condition. We will then open the lines for questions to our management team. Let me begin by saying that our second quarter has been a pivotal quarter for Five Point as we have focused our attention on positioning and building for our future. Although we have not actually closed land sales this quarter and we recorded an overall $11 million loss, we are positioned with near-term residential land closings that will be profitable and will fortify our already strong balance sheet. We have right-sized our operating platform with our do more with less overhead strategy and we are executing a carefully crafted commercial property strategy that will begin to produce results as well. Let me break this down and give you some more detail. Everything at Five Point today starts with our doing more with less operating strategy. While we have carefully managed our master plan communities, we have concurrently focused our attention on managing our costs of doing business. Our efforts to manage costs in our prior quarter restructuring has now resulted in…

Thanks, Dan. A summary of our financial results was included in the earnings release issued earlier today in which we reported a consolidated net loss of $11 million for the quarter. While no land sales were closed, we did recognize $5.4 million in revenue that was mostly generated by our Valencia and management company operations. Selling, general and administrative expenses were $12.7 million, which represents a significant reduction compared to $19.2 million for the same quarter last year. The decrease is primarily as a result of a reduction in headcount, and as Dan has pointed out, and as reported during our previous earnings call. We continue to invest in inventory during the quarter, which increased by $42.9 million. This is mostly related to land development and activities in Valencia. Also included in this increase is capitalized interest on our senior notes. Reflective of our continued investment in our inventory and a $24.6 million interest payment on our senior notes, our cash balance decreased to $127.8 million at the end of the quarter. We currently have no outstanding borrowings under our $125 million unsecured revolving line of credit. Our debt to total capitalization ratio was stable at 25.2%, and our net debt to capitalization ratio after taking into account our cash balance was 21.1%. The company has four reporting segments: Valencia, San Francisco, Great Pand Commercial. Segment results for the second quarter are as follows, the Valencia segment recognized a $2.9 million loss for the quarter. There were no land sale closings in Valencia. However, the segment did report revenue of $2.6 million. Most of this revenue related to changes in estimates of variable consideration from those amounts previously recorded. This includes profit participation that we collect from our homebuilders. Selling, general and administrative costs of $3.6 million were primarily comprised…

Thank you. [Operator Instructions] We will take our first question from Alan Ratner with Zelman & Associates.

Hey, guys. Good afternoon. Dan, hope you feel better soon. Quick recovery. So I guess, first question on the discussion on the commercial side, I was wondering if you could maybe help frame that a little bit for us just in terms of either magnitude of transactions that you’re anticipating over the next 12 months or so? Price point in terms of acreage, any kind of color you can give us a little bit in terms of where you anticipate that going, I think, would be helpful considering it hasn’t really been a core part of your business up to this point?

Well, Alan, let me – well, thank you. I actually am feeling pretty good, but you might notice that my throat gives out on me every once in a while. So I’ve been one of the very fortunate folks I would call the head cold case of COVID, but still gets to your throat. So if I pause here, it’s because I need to take a drink a hot tea I have in front of me. But on the commercial side now, one of the Irvine Company is our neighbor on many sides and their commercial development spectrum kind of ends where our property starts. And so there is been a natural market created in that area. And the Irvine company hasn’t sold large blocks of land in a long time. And if you had the opportunity to visit our properties, we do have large contiguous blocks of land that have not been in the market. Now we obviously have been doing an extensive review of those assets over the last quarter. And we are working with CBRE and looking at a strategy for bringing these properties forward. As with everything we do, we want to be sure we’re really going to maximize the value across all of our assets. And so we don’t think it’s one of these things where we should flood the market as much as we should be strategic about what and when we bring it to the market. So that sizing is literally – as we’re talking, we’re in active conversations where we are kind of sizing what we think the market will take right now. But as many of you know, we have very flexible zoning in our commercial properties, which is also a very unique attribute and with our development agreements in place today. So when we get on the call for the third quarter, I’ll be able to give you some very specific information, both about what land we thought was the right size to take to the market right now. But if you’ve been following the industrial market at all, and I’m sure you have, we think our values are very competitive with what folks are seeing in this area in the industrial side. So – but that’s only one use. We have incredible synergy with City of Hope there now. So we think there is a lot of opportunities, and we’re going to – so we’re trying to be very strategic to really maximize our income.

Got it. I appreciate the extra color.

But if you kind of think about it, if you know the property, we have something called – we call south of the railroad tracks, which is most of our commercial holdings, although there’ll be some on the other side. There is almost 200 acres there. And industrial properties today in parts of Southern California are going between $5 million and $7 million an acre.

Got it. Okay. That’s helpful. I think that sounds higher than maybe what the implied value was when you guys did the City of Hope, if I remember correctly.

The market has moved in our favor.

Perfect. Thank you for all of that color. Second question, I know it’s probably a little bit ways off into the future, but just given that you kind of reiterated the commitment to San Francisco. Can you just help us think a little bit about what the cash flow needs of that project will look like once it does get off of the ground? I mean if I look back at Valencia, you had about a year’s worth of development before your first lot sell there. It looks like maybe that totaled $250 million, $300 million before revenue started coming in the door there. So I would imagine there is going to be a period when San Francisco does get up and running where it will be a cash drain on the company. And while you have liquidity today, which obviously can fund your current operations, I would think that, that would be something that would require some type of capital raise. So any commentary or any thoughts there, just either in terms of timing, magnitude of kind of the expected outlay before that start – that project starts the cash flow?

Well, the part that is maybe not as clear, the whole project has an extensive underwriting and thought through that process. It was always thought of as one project, not as kind of two standalone projects. So the biggest thing that we’re working on right now, and we’ve had some very positive meetings with the public officials up there, is that we need to kind of rationalize the economics so that we can move more quickly on Candlestick. And so those type of questions are actually perfect questions, Alan, and they are good questions. But until we can really work with the public officials to kind of understand how we’re going to move forward as two stand-alone projects as opposed to one concurrent project, and Hunters Point will follow, but I think that it will be a lot like what we’re doing today, it will require some cash. Along the way, it’s going to generate cash, both from sales. It will have opportunities for sales there, especially commercial sales there. The first pad we have out there identified as a commercial pad. And then we also have public financing that can support us. So I don’t have an exact budget today, but it is one of the things that we are deep diving with the public officials to understand that and how best to move forward.

Alright. Okay, well, we eagerly await more details on that. So, looking forward to hear more about that. Thanks a lot.

[Operator Instructions] We will take our next question from Ryan Dobratz with Third Avenue Management.

Hi Dan and Leo. Thank you for holding the call and Dan glad to hear that you are doing well considering the circumstances. We all appreciate...

Thank you.

Yes, absolutely. And I also appreciate you providing the very through update on the five core strategies, which the company is focused on. And we are just hoping to ask, I guess a few quick questions here about the communities and positioning going forward. So, if I could just jump in, it would be terrific to start with Great Park. Clearly, there is a lot of momentum there. With that being the case, would it be possible to add any context relating to the revised management contract for the venture? In particular, maybe why it was only extended through year-end as opposed to maybe a more traditional multiyear arrangement?

Sure. I mean absolutely no problem at all. Obviously, we have been in partnership with our other three partners there for a number of years. And we actually thought that the best way to move forward with them. We are in a transition period with management, with myself joining the company, and we actually thought that we need to get them comfortable with what we are doing, where we are going, who I am. And that rather than the contemplated 3-year agreement, kind of have them try to make a lot of near-term decisions, we thought it would be more fair to them to just move forward on a 1-year basis and really build that relationship that we need with them to kind of work through everything. And to-date, I will tell you, we are working very comfortably with them. It’s going really well. We are having calls with them every two weeks, very positive calls because we talked about that commercial strategy at Great Park, they are an integral part of that. And so we need to work with them closely. And they are very supportive of where we are heading and what we are doing. So, it was really just kind of a decision that, that was how best to kind of really respect those partners and give them an opportunity to get to know me and know where we are heading on a transition basis.

Okay. That’s helpful. And great to see the City of Hope center opened last week with the ribbon cutting, very exciting. In terms of – I am sorry, please go ahead.

It was very exciting. For those of us who were there, it’s an amazing facility. And if you guys don’t know, City of Hope is ranked the seventh cancer hospital in the country. So, it is a huge – that is a huge position in the country. So, it’s a really value-add to our holdings.

Great. And if it would be alright to maybe just turn over to Valencia real quick. It seems like things are generally progressing there quite well. That being so, would it be possible to provide a frame of reference of how much more capital is going to be needed there to build out the 2,100 or so remaining lots at Mission Village?

Sure. There is a lot of in-place infrastructure, especially some of the near-term commercial we are looking at there. All the infrastructure is in place and all of the current residential infrastructure is in place. But as you talk about the build-out, it’s probably – and it’s over the next couple of years, not anything necessarily in the near-term. There is probably a couple of hundred million of capital that’s required. And some of it is actually for development there, and some of it is really kind of getting us positioned for additional communities that are coming down, and a lot of it is timing dependent. So, it isn’t something we have to do at a particular time. It’s going to be dependent upon the market and what our needs are. But at a rough level, it would be a couple of hundred million over a couple of years, but also should be offset with revenue opportunities that are coming in concurrently or very near to concurrently. So, we will be harvesting revenue and we will also be investing some capital.

Okay. That’s helpful. I mean putting per lot values up there at, call it, $250 to $300 a lot with 2,100 lots remaining, that would get you to a figure that’s more in excess of, I guess what was sort of indicated would be needed there to finish it out. So, that’s positive. And I guess somewhat related to Valencia, it really hasn’t been much of a focus more recently, but the company owns approximately 16,000 acres in Ventura County as well. I think it generates some ag and energy income. And while we recognize that you’re still kind of settling into your role, have you given any thought to what the potential use or value of this really unique land position could be over the medium to long-term?

I haven’t really spent any time really considering that. I have been really focused on what we have in place, the residential, the commercial opportunities we have. And you are right in identifying that as a kind of a deep long-term asset, but we really haven’t looked at the opportunities because of, in front of us, we have a lot of entitlement in Valencia that we really need to focus on. And so we really haven’t focused on where that one could go. But you are right, it’s actually out of the county, it’s in Ventura. This would really be a different jurisdiction, and we are currently working, obviously, closely with the County of Los Angeles for our current Valencia program. But that’s one that I think we are going to – that one is a great kind of future opportunity, but it really is kind of – it really is a future day before we start digging into that with any level of detail.

Is it a contiguous piece of land? There is not a great deal of information on the entire 16,000 acre land position.

Well, some – it is all held together. Some portions of it, as you would expect, if you kind of followed development in California, some portions of it is dedicated open space. It’s already dedicated and it’s part – even parts of that are tied into our entitlement at Valencia. So – but it really was Newhall Ranch was an incredible piece of property, and it does kind of extend it in Ventura County. But that’s kind of a – I would call that the deep future for another day. Always great to own California land if you have got a long view.

Alright. And then I just have one final question, if I may, and more of just kind of an industry-specific question. And you clearly have had a lot of great experience at Irvine, which is a wildly successful private enterprise. Now that you have been in your CEO seat for a few quarters, I just wondered if you could maybe talk about what some of the advantages as well as maybe disadvantages are of running kind of a land development company as a public entity versus as a private entity? I would imagine there is trade-offs on both sides. It would be great to hear your perspective on that.

I got to have a glass wine someday and go through that. I mean there are pros and cons on both sides. You are right, I have looked at it from both sides. I have seen it from both sides. Land is such a unique resource that when I really think about it, the biggest challenge we have in this business right now as public is the quarterly reporting. Beyond that, land is I mean I have got lots of land development experience. I have been through lots of cycles, up, down, you name it, after 30-plus years. And the only thing is when we try to – when you try to think about land as a quarterly enterprise, it really isn’t – it doesn’t break down walls as a quarterly enterprise. But that’s probably the biggest differentiation. But once again, though, the biggest thing, and I come from a background of discipline, is that the public market does put a discipline on us that we are going to have to – we have to do more with less, and especially kind of with the quarterly reporting. And I am really bringing kind of that focus to our team right now, because I know I am going to get to chat with all of you every quarter and I want to be able to kind of hold true to what we are trying to accomplish as a company. But – and once again, public-private discipline is incredibly important to be successful. But you guys are going to hold me accountable every quarter. That’s a real difference. So, I mean I can’t – but I would say, land development, it has its unique attributes, and I don’t think it changes by whether you are private or public. But it does take – it just does take a lot of patience to be – to really maximize value over time. You don’t want to be in this business with a short view.

Alright. Thank you for that and congrats on the progress so far. Thank you.

Thank you.

Thank you. We will take our next question from John Moran with Robotti & Company.

Hi. Thanks for taking my questions. Just in reference to your comments about improving the balance sheet, I think you have made them in the past few quarters as well. In terms of the commercial property sales or deals, you said something about marketing commercial opportunities, are those outright land sales? And also, you didn’t mention anything about Valencia. Is there anything active commercially in Valencia?

John, thank you. Thanks for the question. And you know what, let me start with your second question because if I haven’t been clear, I apologize. Absolutely, there are commercial opportunities in Valencia. We are actually refining those a little bit more. We really started with refining Great Park commercial, but we actually are in the process in Valencia. And there are commercial sites available to us today with infrastructure. And that conversation about infrastructure doesn’t need infrastructure. So, we actually are actively looking at all of those right now, and we do believe there is commercial opportunities there that we will be – we will shortly be bringing to market. Once again, we are trying to really do the same discipline study we did in Great Park for Valencia. So, that process is just kicking off. We did one now, we are rolling into second, but there are opportunities there. And then, John, I am sorry, what was the first part of your question?

Well, are those – so I can – I thought what you mentioned, yes, sales, and what you – your comments at Great Park were really helpful about values there and how much land is less. So, obviously, if you liquidated that, that would have a material impact. I don’t think that’s what you were suggesting. But my point is if you are going to improve the capital structure, strengthen the balance sheet that – I mean the only thing when I look at your company, that suggests outright land sales or asset sales. Is that – so can you confirm that’s being contemplated?

Yes. John, first of all, one of the words I use, I want to be sure you know it is, it’s not in my vocabulary, liquidation. That’s not our business. And so I know that you are not implying…

Well, I just meant dispositions. So, selling land.

I like that word better. Thank you. But yes, our thought is, and once again, in a very measured, managed, disciplined approach we are looking at commercial land sales. And the thinking around that is that really looking at where are the most, the highest value demand is today and then only offering a portion of our property to the market because we think, over time, we are going to build a lot more value. And we want to be sure we continue to build on that. So – but the current – absolutely, the current thinking is now, there are land sales. But with capital, we could do more. It’s kind of like a – it will be a process. But right now, there would be cash-generating land sales, and they are going to be measured to really maximize value.

I guess I might make a comment in closing for me, I think since this company has come public, every quarter, there is a reference to debt to total capital or debt to total assets. And I understand that in a textbook, 20% debt to capital would be a low debt balance, but it’s something altogether different when the left side of the balance sheet is all land that essentially isn’t earning anything, and the velocity on and the turnover is going to slow down. The coupon that’s on the debt, I think expressive of how conservative or lack thereof is embedded in the balance sheet. And I think – I know there is not much trading volume in the bonds, but they are trading at 86 or something to yield double digits. So, my point is, I don’t – when you go into a recession, you own land, and the processor company could, I think vouch for that, that those ratios mean nothing because you can’t borrow on land in a recession or a downturn. So, I am in big favor of selling some land assets, and there is a lot of capital commitments or needs ahead of you. And I just assume this thing to be run debt-free when you have got hundreds of millions of dollars in spend in front of you. Anyway, that’s just my few sense, but I appreciate you taking the question.

Alright. John, I appreciate that. And once again, I am looking forward to talking to you in the third quarter. I think that we will have a much better idea on those commercial sales we are talking about now come third quarter. So, I think that some of your questions will be better for us to – we will be better able to address after we get through one more quarter.

Thanks very much.

Alright. John.

Thank you. And at this time, that does conclude our question-and-answer session. I would like to turn the conference back over to Mr. Hedigan for any additional or closing remarks.

Well, thank you. On behalf of our management team, we want to thank you for joining us today on today’s call, and we look forward to speaking with you next quarter. Thanks again.

Thank you. And that does conclude today’s conference. We thank you all for your participation, and you may now disconnect.