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8-K - 8-K - Five Point Holdings, LLC | d929586d8k.htm |
Exhibit 99.1
Five Point Holdings, LLC Reports First Quarter 2020 Results
First Quarter 2020 and Recent Highlights
| Rapid response to potential impacts of COVID-19 ensuring safety of associates and financial stability of the Company. |
| Company maintains liquidity of $372.4 million at March 31, 2020. |
| Closed 35 previously sold homesites at Great Park Neighborhoods with a base purchase price of $20.3 million. |
| In May 2020, closed 70 previously sold homesites at Valencia with a base purchase price of $16.5 million, including a seller secured note that is payable in December 2020. |
Irvine, CA, May 21, 2020 (Business Wire) Five Point Holdings, LLC (Five Point or the Company) (NYSE:FPH), an owner and developer of large mixed-use, master-planned communities in California, today reported its first quarter 2020 results. Emile Haddad, Chairman and CEO, said, In these unprecedented times, we are thankful that all of our associates are healthy, comforted by the strength of our balance sheet and liquidity, encouraged by the performance of our guest builders, grateful to those who continue investing in our vision, and proud of our team.
First Quarter 2020 Consolidated Results
Liquidity and Capital Resources
As of March 31, 2020, total liquidity of $372.4 million was comprised of cash and cash equivalents totaling $247.8 million and borrowing availability of $124.7 million under our $125.0 million unsecured revolving credit facility. Total capital was $1.8 billion, reflecting $2.9 billion in assets and $1.1 billion in liabilities and redeemable noncontrolling interests.
Results of Operations for the Three Months Ended March 31, 2020
Revenues. Revenues of $9.2 million for the three months ended March 31, 2020 were primarily generated from management services.
Equity in loss from unconsolidated entities. Equity in loss from unconsolidated entities was $30.9 million for the three months ended March 31, 2020 comprised of a $3.5 million loss from our 37.5% percentage interest in the Great Park Venture and a $0.6 million loss from our 75% interest in the Gateway Commercial Venture. Equity in loss from unconsolidated entities also included the recognition of an other-than-temporary impairment of $26.9 million attributed to our investment in the Great Park Venture.
Selling, general, and administrative. Selling, general, and administrative expenses were $24.6 million for the three months ended March 31, 2020.
Net loss. Consolidated net loss for the quarter was $53.2 million. The net loss attributable to noncontrolling interests totaled $28.4 million, resulting in net loss attributable to the Company of $24.8 million.
Segment Results
Valencia Segment (formerly Newhall). Total segment revenues were $0.8 million for the first quarter of 2020 and were derived from agricultural land leasing and the sale of citrus crops. Selling, general, and administrative expenses were $3.7 million for the three months ended March 31, 2020.
San Francisco Segment. Total segment revenues were $1.0 million for the first quarter of 2020. Revenues during the quarter were mostly attributable to fees generated from management agreements. Selling, general, and administrative expenses were $3.6 million for the three months ended March 31, 2020.
Great Park Segment. Total segment revenues were $29.5 million for the first quarter of 2020. Revenues were mainly attributable to the sale of land entitled for 35 homesites on approximately four acres at the Great Park Neighborhoods. Initial gross proceeds from the sale were $20.3 million representing the base purchase price. The Great Park segments net loss for the quarter was $2.5 million, which included net income of $1.8 million from management services and a net loss of $4.3 million attributed to the Great Park Venture. We do not include the Great Park Venture as a consolidated subsidiary in our consolidated financial statements, but rather account for it as an equity method investee. After adjusting to account for a difference in investment basis, the Companys equity in loss from the Great Park Venture was $3.5 million for the three months ended March 31, 2020. During the first quarter of 2020, the Companys equity in loss from the Great Park Venture also included the recognition of an other-than-temporary impairment of $26.9 million attributed to our investment in the Great Park Venture. The impairment was primarily a result of expected delays in both the timing of land sales to builders and distributions to us causing a decline in the fair value of our investment in the Great Park Venture.
Commercial Segment. Total segment revenues were $8.6 million from tenant leases at the Five Point Gateway Campus and property management services provided by us to the Gateway Commercial Venture during the first quarter of 2020.
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Segment expenses were mostly comprised of depreciation, amortization and interest expense totaling $7.5 million. Segment net loss was approximately $0.6 million, which included net income of $0.1 million from management services and a net loss of $0.7 million attributed to the Gateway Commercial Venture. We do not include the Gateway Commercial Venture as a consolidated subsidiary in our consolidated financial statements, but rather account for it as an equity method investee. Our share of equity in loss from the Gateway Commercial Venture totaled $0.6 million for the three months ended March 31, 2020.
Conference Call Information
In conjunction with this release, Five Point will host a conference call today, Thursday, May 21, 2020 at 5:00 pm Eastern Time. Emile Haddad, President and Chief Executive Officer, and Erik Higgins, Vice President and Chief Financial Officer, will host the call. Interested investors and other parties can listen to a live Internet audio webcast of the conference call that will be available on the Five Point website at ir.fivepoint.com. The conference call can also be accessed by dialing (800) 458-4121 (domestic) or (720) 543-0206 (international). A telephonic replay will be available starting approximately two hours after the end of the call by dialing (844) 512-2921, or for international callers, (412) 317-6671. The passcode for the live call and the replay is 3425685. The telephonic replay will be available until 11:59 p.m. Eastern Time on June 4, 2020.
About Five Point
Five Point, headquartered in Irvine, California, designs and develops large mixed-use, master-planned communities in Orange County, Los Angeles County, and San Francisco County that combine residential, commercial, retail, educational, and recreational elements with public amenities, including civic areas for parks and open space. Five Points communities include the Great Park Neighborhoods® in Irvine, Valencia® (formerly known as Newhall Ranch®) in Los Angeles County, and Candlestick® and The San Francisco Shipyard® in the City of San Francisco. These communities are designed to include approximately 40,000 residential homes and approximately 23 million square feet of commercial space.
Forward-Looking Statements
This press release contains forward-looking statements that are subject to risks and uncertainties. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. When used, the words anticipate, believe, expect, intend, may, might, plan, estimate, project, should, will, would, result and similar expressions that do not relate solely to historical matters are intended to identify forward-looking statements. This press release may contain forward-looking statements regarding: our expectations of our future revenues, costs and financial performance; future demographics and market conditions in the areas where our communities are located; the outcome of pending litigation and its effect on our operations; the timing of our development activities; and the timing of future real estate purchases or sales. We caution you that any forward-looking statements included in this press release are based on our current views and information currently available to us. Forward-looking statements are subject to risks, trends, uncertainties and factors that are beyond our control. Some of these risks and uncertainties are described in more detail in our filings with the SEC, including our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q, under the heading Risk Factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. We caution you therefore against relying on any of these forward-looking statements. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. They are based on estimates and assumptions only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes, except as required by applicable law.
Investor Relations:
Bob Wetenhall, 949-349-1087
bob.wetenhall@fivepoint.com
or
Media:
Steve Churm, 949-349-1034
steve.churm@fivepoint.com
Source: Five Point Holdings, LLC
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FIVE POINT HOLDINGS, LLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
(Unaudited)
Three Months Ended March 31, |
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2020 | 2019 | |||||||
REVENUES: |
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Land sales |
$ | 6 | $ | 55 | ||||
Land salesrelated party |
10 | 230 | ||||||
Management servicesrelated party |
8,244 | 11,063 | ||||||
Operating properties |
960 | 1,725 | ||||||
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Total revenues |
9,220 | 13,073 | ||||||
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COSTS AND EXPENSES: |
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Land sales |
| | ||||||
Management services |
6,051 | 7,616 | ||||||
Operating properties |
1,945 | 1,901 | ||||||
Selling, general, and administrative |
24,626 | 25,773 | ||||||
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Total costs and expenses |
32,622 | 35,290 | ||||||
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OTHER INCOME: |
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Interest income |
1,006 | 2,454 | ||||||
Gain on settlement of contingent considerationrelated party |
| 64,870 | ||||||
Miscellaneous |
88 | 10 | ||||||
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Total other income |
1,094 | 67,334 | ||||||
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EQUITY IN (LOSS) EARNINGS FROM UNCONSOLIDATED ENTITIES |
(30,911 | ) | 8,882 | |||||
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(LOSS) INCOME BEFORE INCOME TAX (PROVISION) BENEFIT |
(53,219 | ) | 53,999 | |||||
INCOME TAX (PROVISION) BENEFIT |
| (1,266 | ) | |||||
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NET (LOSS) INCOME |
(53,219 | ) | 52,733 | |||||
LESS NET (LOSS) INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS |
(28,413 | ) | 28,925 | |||||
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NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY |
$ | (24,806 | ) | $ | 23,808 | |||
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NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE |
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Basic |
$ | (0.36 | ) | $ | 0.35 | |||
Diluted |
$ | (0.37 | ) | $ | 0.35 | |||
WEIGHTED AVERAGE CLASS A SHARES OUTSTANDING |
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Basic |
66,649,866 | 66,210,916 | ||||||
Diluted |
68,792,585 | 145,296,469 | ||||||
NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY PER CLASS B SHARE |
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Basic and diluted |
$ | (0.00 | ) | $ | 0.00 | |||
WEIGHTED AVERAGE CLASS B SHARES OUTSTANDING |
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Basic |
79,233,544 | 79,061,835 | ||||||
Diluted |
79,233,544 | 79,275,234 |
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FIVE POINT HOLDINGS, LLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except shares)
(Unaudited)
March 31, 2020 |
December 31, 2019 |
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ASSETS |
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INVENTORIES |
$ | 1,958,901 | $ | 1,889,761 | ||||
INVESTMENT IN UNCONSOLIDATED ENTITIES |
501,909 | 533,239 | ||||||
PROPERTIES AND EQUIPMENT, NET |
33,071 | 32,312 | ||||||
INTANGIBLE ASSET, NETRELATED PARTY |
77,990 | 80,350 | ||||||
CASH AND CASH EQUIVALENTS |
247,754 | 346,833 | ||||||
RESTRICTED CASH AND CERTIFICATES OF DEPOSIT |
1,742 | 1,741 | ||||||
RELATED PARTY ASSETS |
95,148 | 97,561 | ||||||
OTHER ASSETS |
20,908 | 22,903 | ||||||
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TOTAL |
$ | 2,937,423 | $ | 3,004,700 | ||||
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LIABILITIES AND CAPITAL |
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LIABILITIES: |
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Notes payable, net |
$ | 616,430 | $ | 616,046 | ||||
Accounts payable and other liabilities |
161,665 | 167,711 | ||||||
Related party liabilities |
126,958 | 127,882 | ||||||
Deferred income tax liability, net |
11,628 | 11,628 | ||||||
Payable pursuant to tax receivable agreement |
173,248 | 172,633 | ||||||
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Total liabilities |
1,089,929 | 1,095,900 | ||||||
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REDEEMABLE NONCONTROLLING INTEREST |
25,000 | 25,000 | ||||||
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CAPITAL: |
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Class A common shares; No par value; Issued and outstanding: 202069,061,898 shares; 201968,788,257 shares |
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Class B common shares; No par value; Issued and outstanding: 202079,233,544 shares; 201979,233,544 shares |
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Contributed capital |
569,772 | 571,532 | ||||||
Retained earnings |
17,843 | 42,844 | ||||||
Accumulated other comprehensive loss |
(2,671 | ) | (2,682 | ) | ||||
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Total members capital |
584,944 | 611,694 | ||||||
Noncontrolling interests |
1,237,550 | 1,272,106 | ||||||
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Total capital |
1,822,494 | 1,883,800 | ||||||
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TOTAL |
$ | 2,937,423 | $ | 3,004,700 | ||||
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FIVE POINT HOLDINGS, LLC
SUPPLEMENTAL DATA
(In thousands)
(Unaudited)
Liquidity
March 31, 2020 |
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Cash and cash equivalents |
$ | 247,754 | ||
Borrowing capacity (1) |
124,651 | |||
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Total liquidity |
$ | 372,405 | ||
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(1) | As of March 31, 2020, no amounts were drawn on the Companys $125.0 million revolving credit facility; however, letters of credit of approximately $0.3 million are issued and outstanding under the revolving credit facility, thus reducing the available capacity by the outstanding letters of credit amount. |
Debt to Total Capitalization
March 31, 2020 |
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Debt (1) |
$ | 625,000 | ||
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Total capital |
1,822,494 | |||
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Total capitalization |
$ | 2,447,494 | ||
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Debt to total capitalization |
25.5 | % | ||
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(1) | For purposes of this calculation, debt is not the same as the calculation of Consolidated Funded Indebtedness under the Companys revolving credit facility and Senior Notes indenture, which would include a $101.8 million related party contractual reimbursement obligation. Prior to the second quarter of 2019, the Company presented this calculation inclusive of the reimbursement obligation. |
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Segment Results
Valencia (formerly Newhall)
The following table summarizes the results of operations of our Valencia segment for the three months ended March 31, 2020 and 2019.
Three Months Ended March 31, |
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2020 | 2019 | |||||||
(in thousands) | ||||||||
Statement of Operations Data |
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Revenues |
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Land sales |
$ | 6 | $ | 55 | ||||
Land salesrelated party |
10 | 9 | ||||||
Operating properties |
780 | 1,551 | ||||||
Total revenues |
796 | 1,615 | ||||||
Costs and expenses |
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Land sales |
| | ||||||
Operating properties |
1,945 | 1,901 | ||||||
Selling, general, and administrative |
3,733 | 3,809 | ||||||
Total costs and expenses |
5,678 | 5,710 | ||||||
Other income |
88 | 11 | ||||||
Segment loss |
$ | (4,794 | ) | $ | (4,084 | ) |
San Francisco
The following table summarizes the results of operations of our San Francisco segment for the three months ended March 31, 2020 and 2019.
Three Months Ended March 31, |
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2020 | 2019 | |||||||
(in thousands) | ||||||||
Statement of Operations Data |
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Revenues |
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Land salesrelated party |
$ | | $ | 221 | ||||
Operating property |
180 | 174 | ||||||
Management servicesrelated party |
795 | 698 | ||||||
Total revenues |
975 | 1,093 | ||||||
Costs and expenses |
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Land sales |
| | ||||||
Management services |
475 | 377 | ||||||
Selling, general, and administrative |
3,592 | 4,512 | ||||||
Total costs and expenses |
4,067 | 4,889 | ||||||
Other incomegain on settlement of contingent consideration, related party |
| 64,870 | ||||||
Segment (loss) income |
$ | (3,092 | ) | $ | 61,074 |
6
Great Park
The following table summarizes the results of operations of our Great Park segment for the three months ended March 31, 2020 and 2019.
Three Months Ended March 31, |
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2020 | 2019 | |||||||
(in thousands) | ||||||||
Statement of Operations Data |
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Revenues |
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Land sales |
$ | 21,475 | $ | 31,466 | ||||
Land salesrelated party |
701 | 127,697 | ||||||
Management servicesrelated party |
7,352 | 10,396 | ||||||
Total revenues |
29,528 | 169,559 | ||||||
Costs and expenses |
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Land sales |
15,304 | 107,819 | ||||||
Management services |
5,576 | 7,239 | ||||||
Selling, general, and administrative |
11,948 | 6,575 | ||||||
Management feesrelated party |
153 | 8,217 | ||||||
Total costs and expenses |
32,981 | 129,850 | ||||||
Interest income |
911 | 559 | ||||||
Segment (loss) income |
$ | (2,542 | ) | $ | 40,268 |
The table below reconciles the Great Park segment results to the equity in (loss) earnings from our investment in the Great Park Venture that is reflected in the condensed consolidated statements of operations for the three months ended March 31, 2020 and 2019.
Three Months Ended March 31, |
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2020 | 2019 | |||||||
(in thousands) | ||||||||
Segment net (loss) income from operations |
$ | (2,542 | ) | $ | 40,268 | |||
Less net income of management company attributed to the Great Park segment |
1,776 | 3,157 | ||||||
Net (loss) income of Great Park Venture |
(4,318) | 37,111 | ||||||
The Companys share of net (loss) income of the Great Park Venture |
(1,619 | ) | 13,917 | |||||
Basis difference amortization |
(1,890 | ) | (4,473 | ) | ||||
Other-than-temporary investment impairment |
(26,851) | | ||||||
Equity in (loss) earnings from the Great Park Venture |
$ | (30,360 | ) | $ | 9,444 |
7
Commercial
The following table summarizes the results of operations of our Commercial segment for the three months ended March 31, 2020 and 2019.
Three Months Ended March 31, |
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2020 | 2019 | |||||||
(in thousands) | ||||||||
Statement of Operations Data |
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Revenues |
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Rental and related income |
$ | 6,415 | $ | 6,391 | ||||
Rental and related incomerelated party |
2,061 | 1,989 | ||||||
Property management servicesrelated party |
97 | (31) | ||||||
Total revenues |
8,573 | 8,349 | ||||||
Costs and expenses |
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Rental operating expenses |
1,636 | 1,564 | ||||||
Interest |
3,711 | 4,331 | ||||||
Depreciation |
2,743 | 2,177 | ||||||
Amortization |
1,038 | 1,029 | ||||||
Other expenses |
83 | 29 | ||||||
Total costs and expenses |
9,211 | 9,130 | ||||||
Segment loss |
$ | (638 | ) | $ | (781 | ) |
The table below reconciles the Commercial segment results to the equity in loss from our investment in the Gateway Commercial Venture that is reflected in the condensed consolidated statements of operations for the three months ended March 31, 2020 and 2019.
Three Months Ended March 31, |
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2020 | 2019 | |||||||
(in thousands) | ||||||||
Segment net loss from operations |
$ | (638 | ) | $ | (781 | ) | ||
Less net income (loss) of management company attributed to the Commercial segment |
97 | (31) | ||||||
Net loss of Gateway Commercial Venture |
(735) | (750) | ||||||
Equity in loss from the Gateway Commercial Venture |
$ | (551 | ) | $ | (562 | ) |
8