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Oliver Graf is in Temecula in the heart of wine country on this episode of In The Know featuring Matt Fleming, a mega developer and CEO of Fleming Communities.  Matt breaks down how he got started and what it takes to build a 37 house luxury development project that is also a sustainable organic citrus farm.

To learn more about Fleming Communities visit http://flemingcommunities.com

Here is a breakdown:
:58 What are we sipping on
1:17 How Matt Ventured into RE Development
2:36 What Matt Did When the Market was Down in 2010
3:28 When You Have Cash but No Deals
6:30 What is So Special About The Groves
12:01 The first thing that Drew Matt to the the Property
15:14 How did Matt Start to Prepare the property for Development
16:00 Making amends with the City
19:11 Pre-selling Game Plan
24:16 Biggest Challenge He Faced Developing The Groves
27:52 Why He Calls The Groves Home
Full Transcript

Oliver:                                         Out here in the Temecula wine country, looking at the Grove Community of homes, a 37-unit development, and I’m really excited to be talking to the developer, Matt Fleming of Fleming Communities on how he acquired the project, everything he did to build it, and everything he did to get it sold. Looking forward to getting started.

Well, got the trusty yellow pad here, and today I’m excited to be talking to Matt Fleming of Fleming Communities. He’s developed a really beautiful project of 37 homes out here in Temecula. And I’m excited to talk to him about how you built the project and kind of how to go through the steps of building a real estate community like this.

Before we get started, we’re gonna be also enjoying a couple beers during the interview. I’ve got the Thorn Brewing Hopster Pot, so we’re gonna testing that out. And Matt is enjoying a Cali Creamin Ale, so cheers to that.

Matt Fleming:                       Must say, this is good.

Oliver:                                       It’s good stuff, right?

Matt Fleming:                       It is good, yes, very.

Oliver:                                       Cheers. Yes, before we jump into the specifics on how a development like this works, why don’t you tell me a little bit about how you got started into venturing down the road of building real estate communities.

Matt Fleming:                       Well, I think at this level, I’ve always been in the construction industry and my family’s always been in the construction industry, so I had a construction background. The main business which I was involved with before I actually went into conventional housing like this was manufactured homes and mobile homes. I owned various companies in that industry, which is retail sales, financing, and also construction for the installation of those houses. When the economic crisis happened in ’07 I thought for sure that all of those companies wouldn’t survive and that it was gonna be bad. Quite to the contrary, they did well, surprisingly enough. And so when the economic crisis in ’07 really was in full effect and ’08, I brought in another CEO to run those companies and I took a break.

2009 or ’10, the banking side or the finance side of one of my companies … I had established a lot of relationships with local banks in California, California Bank & Trust, a couple of the Coldwell, and I went around and said, “What do you have for sale and what do you have that you want to get rid of?” And basically I was the only person in 2010 that I knew of that was buying these projects. So I bought several, this being one of them, with realistically the intent at that point was to just hold it, knowing the market would come back, maintain it, and sell it to a developer.

Oliver:                                       And so just to touch on that real quick, how did you have the foresight to buy during that time, because many of us remember those days and they were very unpleasant in the real estate space, so what prompted you to make that move?

Matt Fleming:                       I think for me personally I was lucky enough to have survived the downturn well, and that the companies were still producing cash, and honestly I aligned myself with great partners. These partners of mine are sophisticated guys, and in the downturn they did well as well. So we had cash, but we had no deals. We had nothing to do, per se. So this was one of those ventures that we went out to look at and say, “Hey, we’ll buy this and we’ll hold this.” Because one thing we all know is it will turn, it will come back at a certain point. And from our standpoint, it was you can’t put the money in the bank and get a decent return, the banks weren’t safe to put the money in, per se, stock market wasn’t an option, so something that we could physically touch, feel, was more of the direction that we decided to go. So I put a group of friends together, just my friends, and we bought the property, we bought several properties, all equity, no lending involved whatsoever, and we held those properties knowing that it would come back at a certain point. And that was really how this all began.

Oliver:                                       And so everybody in that group of friends, they all had the same vision and the same timeline for holding it, or how did you present the deal?

Matt Fleming:                       So the deal was presented that, “I’ve seen some interesting properties. I can’t promise or tell you anything but that they’re potentially flagship type properties, they’re not your average neighborhood.” And don’t get me wrong, we did buy some of those. In Red Hawk I bought 97-house subdivision right across the street from the high school and held that and then sold it to the current gentleman who’s developing it now. So we did buy some things that weren’t, if you will, at the level of The Groves or possibly Valley Center, and especially Las Alturas, the other project. Those particular projects were standout to me. They had different things to them that you just couldn’t duplicate easily. So to me, I kept those and thought, “Well, if we develop them it’ll be something I haven’t done and it was a challenge, and can I do this and let’s try.”

So the investor group that I have, again, is not really an investor group of people I don’t know. I’ve known them for a very long time. They’re very patient money and a great group of friends. So that’s how this really got started, and the vision really for them was, “Here you go, have fun, let us know what happens.” They really did not play much of a role in either deciding on the property nor the construction or the longterm outcome of the property. It was more of a passive thing for them.

Olliver:                                      So they just wanted a place to safeguard their money that was physical and you gave them some options and the timing was right for everybody.

Matt Fleming:                       Correct.

Oliver:                                       Okay. And what was it about the ones that you held, specific things in there that you saw that you liked that made them winners in your mind?

Matt Fleming:                       In my mind what made the properties that I kept different were either the location or certain things in the community that are not common. So The Groves, the property that we’re at today, this has 2,400 citrus trees that has been converted into a California licensed organic citrus farm. Each lot in here is two acres. But each homeowner doesn’t have to maintain those two acres, they’re typically managing about one acre. The other acres is the groves themselves that are watered, maintained, and managed by an independent company. But for the homeowners, they get a great benefit. First of all they have a two acre difference between their neighbor. You have a very full set of green trees that you’re not having to pay to water that are actually producing an income for the community. You have an amazing aroma that comes out of these trees during the flower season.

Oliver:                                       During season, yeah.

Matt Fleming:                       Oh yeah, everybody enjoys that portion. And then you have the organic farming side. When I bought this particular property most all the trees were dead. It was owned by a bank at that time, and we came in, we put a lot of effort and a lot of work into bringing the trees back. And then I spent four years converting those trees into an organic citrus farm, non-chemical, and it also helped raise the revenue for the homeowners so that when I’m gone, the homeowners have a higher revenue source than the average grapefruit tree, if you will.

Oliver:                                       That’s very interesting. So I’ve actually never heard of anybody doing that, which is really cool and unique for this property.

Matt Fleming:                       It was different, yeah.

Oliver:                                       How does that work? How is it a revenue source?

Matt Fleming:                       This land with the trees has been identified and we have a California farming license if you will, or a number that identifies us as not only an active working grove, but an organic active working grove. So therefore I’m able to sell our fruit. It’s been sold to Japan, it’s been sold to Trader Joe’s, it’s been sold to a lot of the local stores during that season. So, what happens is throughout the year the fruit’s growing, you only pick grapefruit once a year. So it’s not very cumbersome for the homeowners to live here. They don’t have a lot of people out there. It becomes very active for about three weeks out of the year and then it quiets right back down. By turning into an organic product instead of being your typical farming grapefruit with pesticides and chemicals, you can get as much as 10 times the value of the fruit. So when you sell that, the homeowner’s association is a 501(c) nonprofit corporation, so they’re not technically supposed to have a profit. But the wonderful thing about agricultural is that the tax laws say, “Well, you can have a wonderful year this year and next year’s not so good or the year after,” and like it is here, we’ve had good years and we’ve had bad years, you’re able to spread those monies through.

And so the homeowner’s association is able to take the revenue from the grove and bring it into the HOA and then manage that money to either lower their HOA dues, apply it to whatever it is that they would like to do. And one of the things that they … the direction that they’re looking at going right now is converting up to 50% of the trees into lemons. So the homeowners who have bought here have actually really embraced the trees to the point where now they’re getting involved and they’ve done a little bit of their own homework. And by going to lemons, they can raise the revenues now 10 to 15 times higher than what they’re getting for their organic grapefruit, but still have a great scent during the flowering season, still have green trees throughout the year, but they’re gonna create more revenue. So it’s great to see that-

Oliver:                                       The HOA’s got a side business.

Matt Fleming:                       Yeah, correct. It’s not common for homeowners to have much responsibility at a level like that. Normally you hand over to an HOA board and they have maybe a common pool, a couple of common areas, playground, but not to manage an organic citrus farm. And it’s different, but the type of buyers that we had that came in here, they’ve really embraced it. A lot of them are retired so they have the time. And to be honest, it’s great to see that my vision of what I could see it turning into is not only fulfilled by them, but they’re gonna pick it up and continue to move on with it as well. So it’s great to see-

Oliver:                                       That’ll live on as part of the community forever.

Matt Fleming:                       Correct. And there’s 2,400 trees, it’s not a small task.

Oliver:                                       That’s a lot of trees.

Matt Fleming:                       It is a lot of trees. And they in the last HOA meeting were talking very specifically about planting upwards of another 800 trees and adding to the grove. It’ll be interesting to see where they ultimately take it.

Oliver:                                       Very unique idea. I’ve definitely never heard that before. What was the process like when you bought it from the bank and how were you analyzing it and what condition was it in? Because when we did the tour you were telling me that a lot of the utilities were already put in, a lot of the stuff was already here.

Matt Fleming:                       Yes. At that point I was looking at a lot of different properties. And the economy was completely broken. The first thing that drew me into the property was the setting. It’s in the wine country of Temecula, it’s at the top of a hill. Every home typically has a great view. So location was strong. And I think honestly when I showed up to the property, the pads were already cut and the streets were in, so the asphalt was down so you could very clearly see what the outcome could be if you went through the process of getting it completed. At that point in time, the trees were basically dying or dead. The parkways had no trees. So when I bought the property, I bought it from a bank. They had a borrower who had substantial money into the property and they were in a lawsuit against each other. So what I did is I spoke with the bank, they said, “Hey, we can’t sell this one because we’re in this active litigation.” And what I said is I said, “Well look, let me go talk to the borrower. I’ll buy the file, I’ll become the bank, I’ll take on the debt, and I’ll deal with the borrower and see if I can’t settle this lawsuit.” They said, “Great. Have at it.”

So, I met with the borrower over the course of eight months. It was an arduous process on this particular property. And we reached a settlement between him and the bank, so I ultimately bought this from the bank as a pre-foreclosed item.

Oliver:                                       So you bought the note.

Matt Fleming:                       I bought the note. All of the properties that I’ve bought I pretty much have bought the note and then converted them to a deed in lieu or I’ve done some sort of settlement with a borrower in order to get myself the property and the title.

Oliver:                                       So in that scenario everybody won.

Matt Fleming:                       Everybody in that scenario did very well, yes.

Oliver:                                       The buyer got to walk away with some cash.

Matt Fleming:                       Yes.

Oliver:                                       You got the property at I’m sure a substantial discount.

Matt Fleming:                       Yes.

Oliver:                                       And the bank got it off their books and you fixed their problem.

Matt Fleming:                       Correct. The vision was to just hold it until the market came back, and that was late 2010. Not knowing how long we were gonna need to hold it, we just came through and did some basic things, maintenance, cleaning, kept the property in a nice condition. And then we realized that the scale of economy at that point in time for construction really was in our favor. We could have substantial savings if we did some of the major project items. I knew that to increase our value substantially we would need a paved road and gates at the front. People want to not drive down a dirt road and they don’t want to come into a community at this level without some sort of security. So at that time I was able to get the road done for half the price. So we decided to go ahead and do that.

Oliver:                                       And that’s because of where we were at in the economy.

Matt Fleming:                       The economy, yeah. So I saw a value.

Oliver:                                       Construction was cheaper.

Matt Fleming:                       Yep. So I saw the value of doing that at that point and so I think we ended up at $2.4 million and we were able to do all of the required things through the county of Riverside for that road, and then we sat back and we waited. Several years later, here’s where we’re at.

Oliver:                                       So you bought it in 2010.

Matt Fleming:                       Yep, late ’10.

Oliver:                                       And just held it. And at that point it was just no revenue, just sitting here, but everything was dialed in in terms of readiness.

Matt Fleming:                       Yep. The first thing we did is we put … it’s 110 acres, we installed a fence around the entire property. We secured the asset. And at that point we sat back and kind of just analyzed what’s it gonna cost to really build the street. Because there was a lot of known unknowns, so we needed to figure out what are we really dealing with. And at that point in time, me not being a builder of communities per se, but having a building background, didn’t really have a big staff for this either. So it became myself and one other person, and each one of the sites that I would be, we would go through the due diligence process, find out where they were with the counties. We had a lot of challenges with cities and municipalities with a lot of the assets that I bought back then because typically they were emotionally upset with the borrower or the builder for not finishing that project or leaving their streets open and the cities would have to come in and invest money to fix what the developer was supposed by either bonds or call those bonds, things of that nature.

So there was a lot of that for a couple years where you’re just going through and massaging that relationship back to saying, “Hey, we’re here now-

Speaker 1:                               We’re all on the same team.

Matt Fleming:                       Yeah, “We’re going to build you a road right now.” And I think at that point in the county of Riverside, it was one of the few roads being built. So, that’s a good and a negative. The negative was that I had basically every inspector from the county here every single day.

Oliver:                                       Right, I’m sure that was fun.

Matt Fleming:                       Watching something happen. Yeah, it was fine, it was great. But it was a sign of the economy at the time. There wasn’t a lot of things happening in the construction industry then.

Oliver:                                       And then what changed when you decided, “Okay, now is the time to start building”?

Matt Fleming:                       It was a leap, and it could be conceived maybe slightly premature, but to be honest with you, when we started to build the models, we had quite a pent up demand here. So, our first phase was four homes. We didn’t typically build houses here unless they were sold. Along the way, we would build one or two spec houses to fill a phase if it was slightly light. But for the most part, we had homes that were sold before we built them. And for us it was an important thing because we’re not your typical builder, we’re a boutique, small, it’s just me. And we were all equity. We didn’t take loans on this property at any point in time and we didn’t borrow money to build our houses. So it was important for us to understand a couple things, who our buyer was and that they were committed so that I didn’t build them a home and then they decided at the end …

Oliver:                                       I’m gonna back out.

Matt Fleming:                       I’m gonna back out, yeah. So that was important. And then it was also important to I think keep the neighborhood if you will at a level or a quality that was consistent from what we built at the models. Because we originally had started with where people could buy a lot, and we very, very quickly backed out of that program and then made it like more of a conventional neighborhood to where you had to pick one of the three homes. And we came out with a program which is what really started us was pick a lot, pick a home. Pick any lot, pick whichever one of the floor plans you’d like, pick whichever elevation, and we’ll build it for you on that lot. And that really brought us to that next level, and our think our largest phase in here, we built 10 at one time.

Oliver:                                       10 at one time?

Matt Fleming:                       Yeah. In this particular project we built 10 at one time.

Oliver:                                       And so when you bought it it was 37, and then you said you pre-sold them. How were you able to pre-sell them?

Matt Fleming:                       We built three models, put up a sales office, ran some ads and said, “Let’s see what we can get.” While the models were being built, we had enough activity in pre-sells to start a first phase, and we had enough activity to get us halfway through a second phase. Once the first phase vertically came out of the ground, everything changed. And the pick a lot, pick a home started, and our phases were large, larger than say that first. They were four, six, eight, and 10.

Oliver:                                       And it probably really helped that you, to pre-sell them, that you did the street and you did the gates and you did the olive trees and you made it feel good on the way in. And then they see the three model homes. And then tell me a little bit more about the pick a home, pick an elevation, how you sold it.

Matt Fleming:                       Pick a lot, pick a home. It was simple, basically the homeowner could walk in a potential buyer, look at our map, get a feel for the neighborhood, we had two streets, basically giant u-shape on the top of a hill with an outlining view around them. They would be able to go out, walk on a lot, see that view, say, “Hey, I would like to have my house facing this direction, and I would like the backyard to be this large and the front yard to be here.” So we were able to work with each individual buyer and move the home on that lot where they want and how they wanted, ultimately giving to them more of a custom feel even though this is a tract.

Oliver:                                       So you’re essentially giving them full customization inside of those three plans that you had established.

Matt Fleming:                       Right. We are a tract house subdivision, this is not a full custom-home subdivision, we are a tract.

Oliver:                                       Which is interesting though because when you drive through it it doesn’t feel like that at all because they’ve still gone above and beyond after they’ve been sold and some added bricks and …

Matt Fleming:                       Honestly, they have taken their yards and their house to a whole nother level that I think I could have really envisioned and believed where they could have gone actually. The back yards, we’ve walked, we’ve seen the front yards of a few of these that are completed, but it’s honestly a whole nother experience to see their backyards. It’s quite amazing what they’ve done. Somebody’s gotta move, it’s motion. Or open a door actually.

Oliver:                                       Is that what it is?

Matt Fleming:                       Yeah.

Oliver:                                       We’re back.

Matt Fleming:                       We’re back.

Michelle:                                 I’m so leaving that in.

Oliver:                                       Yeah, for sure.

Matt Fleming:                       Uh oh, the developer didn’t pay the electric bill.

Oliver:                                       Wait a minute. It’s really interesting that you really just let them kind of envision their own small slice of heaven and you were just gonna provide it from there. And then they what, put a deposit down?

Matt Fleming:                       Yeah. Typical real estate transaction at that point. They have an escrow open, there’s a PSA that is signed by the buyer/seller at that point.

Oliver:                                       And then what was the timeline from when they said, “Yes, this is how I want it,” to them moving in?

Matt Fleming:                       Typically speaking, as a developer, we try to shoot for around an eight-month time period or time cycle. Six months is where we’re at now. In this particular project, we had substantial problems with contractors. Because what was happening is as the market was starting to come back, there wasn’t a lot of contractors. So our time unfortunately in some of these phases stretched out as much as a year.

Oliver:                                       Because there was more jobs available for them and they were getting pulled other places?

Matt Fleming:                       Less guys. We had gentlemen here hanging drywall in our largest phase, which was 10 houses at one time, and there was people driving through offering them cash to leave that day to come to work for them somewhere else. So it became quite the process to hold your subs. For me it worked out on the phase after that. I made a deal with the subs that I said, “Look, we’ll pay you every Friday, cash,” that way they’re not having to go through a draw process. We were going through Dixie Line. All of these things are great, standard things that all developers do, but I had to come up with a competitive edge to get the contractors to stay and to work through. So we came up with we’ll just pay you faster.

Oliver:                                       And so weekly?

Matt Fleming:                       Weekly, every Friday we would run checks for our subs. And it helped significantly.

Oliver:                                       And that kept them around.

Matt Fleming:                       It did. It helped.

Oliver:                                       Yeah. That’s a good tip. Now that you’re pretty well completed and almost sold out, looking back on it, what would you say was the biggest challenge?

Matt Fleming:                       Boy, the biggest challenge at The Groves? I would say the biggest challenge at The Groves was probably the county, and going through the process of getting this particular site reapproved and building the road to the standards that which the plans originally stated the horse community and some of the neighbors wanted us to build, things that were not on the plans that were approved, and there was quite a process to that. And it was substantial money, it was over a million dollars of improvements that they wanted in a downed economy, and that were never-

Oliver:                                       Unexpected.

Matt Fleming:                       Unexpected, and to be quite honest with you, things that didn’t make sense. They were asking for horse trails with two sides of fencing that were also walking paths. And the way that I actually won that argument was I said, “You want me to trap a horse inside of a fenced area with a person and a dog?”

Oliver:                                       Good point.

Matt Fleming:                       I said, “I don’t believe I’m gonna take that liability.” And so we got rid of a lot of those items. But it took nine months. Verizon was very difficult to deal with. When it came to the vision of the community and kind of seeing the end where we are today, that came very natural for me and it was very easy to see that. The construction process at this level was the first that I had done where it was a community setting, these types of subs. That was a little challenging just because of like I said I had to come up with an incentive program just to keep these guys on the job. And it was a challenging market and a time at that time as well.

Oliver:                                       Well, if they’re that sharky where people are just coming up and offering cash, that’s gotta be a big challenge.

Matt Fleming:                       It was because things were starting to move but there wasn’t a big pool to pull from. So that was a challenge. Between the county and that item, that was probably the two biggest challenges that we had.

Oliver:                                       Cool.

Matt Fleming:                       Yeah.

Oliver:                                       And this could be maybe a piece of advice for everybody that’s watching that’s thinking about maybe one day developing a community like this. What’s one thing that you wish that you knew when you started?

Matt Fleming:                       One thing I wish I knew? It’s probably a decent list. Going through the process of the BRE and this site had not gone through that either, it had been started but not finished somehow, understanding that. Knowing that I had a basic construction background but I didn’t have a developer background, there was a lot of things I didn’t know and that I would have to figure out. Luckily one thing I’ve done well in life is surround myself with really good people. And through that, I was able to probably overcome, and things that I didn’t know were able to be managed well if you will. And they really didn’t affect me too bad to be honest. Everybody can become frustrated with a project of this magnitude. But to be honest, it was something that I was doing on the side, this is not my main business. And I’ve enjoyed every step of it, and that’s been fun. And to see the people that have moved in, it’s great. We have some people that have built some amazing things.

Oliver:                                       And I think the ultimate stamp of approval is the fact that you actually live here as well, which is a great sign on not only the amount of passion that you’ve put into it, but your commitment to the community and just building something really great. And now you live here yourself.

Matt Fleming:                       I do. Halfway through the process I started to fall more in love I think with one of the … well, all of the houses that we were building, but one of them in particular. I thought that the floor plan would fit my lifestyle easily. I was born and raised in San Diego, thought I would never leave. So coming to technically south Riverside, but Temecula, and you hear the traffic or you hear this or that, I tell you, it’s really not as bad as I thought it was going to be. So when I took the home here, originally I thought, “Well, I’ll be here for two or three years while I finish the project.” As we sit here today, as the project’s starting to wind down, I don’t think that I’ll be selling the house. I think that I will be staying, for several reasons. One, the community’s newer here, so the shopping centers are newer, the wineries in the area which this neighborhood is in the middle of, for me to go have a nice dinner outside on a terrace, I have five different wineries within five minutes. I can darn near ride a bike or walk to them. So for lunch or dinner or entertainment, it’s a really nice setting. And back here in the wine country, we don’t have the traffic issues. It’s very quiet as you saw today, no noise. It’s a unique setting. So I’ve enjoyed it, I think I’ll stay.

Oliver:                                       And it’s pretty cool that you know everyone that lives here and you’ve worked with them and helped build their houses. So it really is a community feel.

Matt Fleming:                       There is an intimate relationship with them, this is true.

Oliver:                                       Which is very rare.

Matt Fleming:                       Most builders, the homeowners would never meet in a community.

Oliver:                                       They wanna finish it and get the heck out.

Matt Fleming:                       Yeah, they’re out. So I’m still on the HOA board, I’m still heavily involved at this point with them. And basically what I try to do is fill in the blanks to get them to the same knowledge base on the trees and the infrastructure of their community. And then at a certain point I’ll step down and it’s gonna be completely theirs to run and manage.

Oliver:                                       Very cool. Well, you built something very special here and I appreciate you taking the time and kind of sharing your story. It was very interesting, very insightful. A lot of really cool strategies on how you were able to put this together over such a long period of time, eight years is a long time, and just all the challenges you were able to overcome, so appreciate you sharing the story and just wanna say cheers and thank you for your time.

Matt Fleming:                       Thank you.

Oliver:                                       Appreciate it.

Matt Fleming:                       All right.

Oliver:                                       Now you’re in the know.