UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
For the quarterly period ended March 31, 2024
OR
For the transition period from to
Commission File Number 001-38088
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||||||||
(Address of Principal Executive Offices) | (Zip code) | ||||||||||||||||
(949 ) 349-1000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address, and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||||||||
☒ | Smaller reporting company | |||||||||||||
Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of April 12, 2024, 69,358,504 Class A common shares and 79,233,544 Class B common shares were outstanding.
FIVE POINT HOLDINGS, LLC
TABLE OF CONTENTS
FORM 10-Q
Page | ||||||||
PART I. FINANCIAL INFORMATION | ||||||||
ITEM 1. | ||||||||
ITEM 2. | ||||||||
ITEM 3. | ||||||||
ITEM 4. | ||||||||
PART II. OTHER INFORMATION | ||||||||
ITEM 1. | ||||||||
ITEM 1A. | ||||||||
ITEM 2. | ||||||||
ITEM 3. | ||||||||
ITEM 4. | ||||||||
ITEM 5. | ||||||||
ITEM 6. | ||||||||
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report 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 report may contain forward-looking statements regarding: our expectations of our future revenues, costs and financial performance; the impact of inflation and interest rates; future demographics and market conditions, including housing supply levels, 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, including anticipated deliveries of homesites and anticipated amenities in our communities.
We caution you that any forward-looking statements presented in this report 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. We believe these risks and uncertainties include, but are not limited to, the following:
•uncertainties and risks related to public health issues such as a major epidemic or pandemic;
•risks associated with the real estate industry;
•downturns in economic conditions or demographic changes at the national, regional or local levels, particularly in the areas where our properties are located;
•uncertainty and risks related to zoning and land use laws and regulations, including environmental planning and protection laws;
•risks associated with development and construction projects;
•adverse developments in the economic, political, competitive or regulatory climate of California;
•loss of key personnel;
•uncertainties and risks related to adverse weather conditions, natural disasters and climate change;
•fluctuations in interest rates;
•the availability of cash for distribution and debt service and exposure to risk of default under debt obligations;
•exposure to liability relating to environmental and health and safety matters;
•exposure to litigation or other claims;
•insufficient amounts of insurance or exposure to events that are either uninsured or underinsured;
•intense competition in the real estate market and our ability to sell properties at desirable prices;
•fluctuations in real estate values;
•changes in property taxes;
•risks associated with our trademarks, trade names and service marks;
•conflicts of interest with our directors;
•general volatility of the capital and credit markets and the price of our Class A common shares; and
•risks associated with public or private financing or the unavailability thereof.
Please see Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, as well as other risks and uncertainties detailed from time to time in our subsequent Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission, for a more detailed discussion of these and other risks.
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 of this report. 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.
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
FIVE POINT HOLDINGS, LLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except shares)
(Unaudited)
| March 31, 2024 | December 31, 2023 | ||||||||||
ASSETS | |||||||||||
INVENTORIES | $ | $ | |||||||||
INVESTMENT IN UNCONSOLIDATED ENTITIES | |||||||||||
PROPERTIES AND EQUIPMENT, NET | |||||||||||
INTANGIBLE ASSET, NET—RELATED PARTY | |||||||||||
CASH AND CASH EQUIVALENTS | |||||||||||
RESTRICTED CASH AND CERTIFICATES OF DEPOSIT | |||||||||||
RELATED PARTY ASSETS | |||||||||||
OTHER ASSETS | |||||||||||
TOTAL | $ | $ | |||||||||
LIABILITIES AND CAPITAL | |||||||||||
LIABILITIES: | |||||||||||
Notes payable, net | $ | $ | |||||||||
Accounts payable and other liabilities | |||||||||||
Related party liabilities | |||||||||||
Deferred income tax liability, net | |||||||||||
Payable pursuant to tax receivable agreement | |||||||||||
Total liabilities | |||||||||||
| COMMITMENTS AND CONTINGENT LIABILITIES (Note 11) | |||||||||||
REDEEMABLE NONCONTROLLING INTEREST | |||||||||||
CAPITAL: | |||||||||||
Class A common shares; No par value; Issued and outstanding: March 31, 2024— | |||||||||||
Class B common shares; No par value; Issued and outstanding: March 31, 2024— | |||||||||||
Contributed capital | |||||||||||
Retained earnings | |||||||||||
Accumulated other comprehensive loss | ( | ( | |||||||||
Total members’ capital | |||||||||||
Noncontrolling interests | |||||||||||
Total capital | |||||||||||
TOTAL | $ | $ | |||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
1
FIVE POINT HOLDINGS, LLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
(Unaudited)
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
REVENUES: | |||||||||||
Land sales | $ | $ | ( | ||||||||
Land sales—related party | ( | ||||||||||
Management services—related party | |||||||||||
Operating properties | |||||||||||
Total revenues | |||||||||||
COSTS AND EXPENSES: | |||||||||||
Land sales | |||||||||||
Management services | |||||||||||
Operating properties | |||||||||||
Selling, general, and administrative | |||||||||||
Total costs and expenses | |||||||||||
| OTHER INCOME (EXPENSE): | |||||||||||
Interest income | |||||||||||
Miscellaneous | ( | ( | |||||||||
| Total other (expense) income | ( | ||||||||||
| EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES | |||||||||||
| INCOME (LOSS) BEFORE INCOME TAX PROVISION | ( | ||||||||||
| INCOME TAX PROVISION | ( | ( | |||||||||
| NET INCOME (LOSS) | ( | ||||||||||
| LESS NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS | ( | ||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ | $ | ( | ||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE | |||||||||||
| Basic | $ | $ | ( | ||||||||
Diluted | $ | $ | ( | ||||||||
WEIGHTED AVERAGE CLASS A SHARES OUTSTANDING | |||||||||||
| Basic | |||||||||||
Diluted | |||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY PER CLASS B SHARE | |||||||||||
Basic and diluted | $ | $ | ( | ||||||||
WEIGHTED AVERAGE CLASS B SHARES OUTSTANDING | |||||||||||
| Basic and diluted | |||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
2
FIVE POINT HOLDINGS, LLC
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| NET INCOME (LOSS) | $ | $ | ( | ||||||||
OTHER COMPREHENSIVE INCOME: | |||||||||||
| Reclassification of actuarial loss on defined benefit pension plan included in net income (loss) | |||||||||||
Other comprehensive income before taxes | |||||||||||
INCOME TAX PROVISION RELATED TO OTHER COMPREHENSIVE INCOME | ( | ||||||||||
OTHER COMPREHENSIVE INCOME—Net of tax | |||||||||||
| COMPREHENSIVE INCOME (LOSS) | ( | ||||||||||
| LESS COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS | ( | ||||||||||
| COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ | $ | ( | ||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
3
FIVE POINT HOLDINGS, LLC
CONDENSED CONSOLIDATED STATEMENTS OF CAPITAL
(In thousands, except share amounts)
(Unaudited)
| Class A Common Shares | Class B Common Shares | Contributed Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Members’ Capital | Noncontrolling Interests | Total Capital | ||||||||||||||||||||||||||||||||||||||||
| BALANCE - December 31, 2023 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Share-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Reacquisition of share-based compensation awards for tax-withholding purposes | ( | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Issuance of share-based compensation awards | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Settlement of restricted share units for Class A common shares | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
Other comprehensive income—net of tax of $ | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Adjustment to liability recognized under tax receivable agreement—net of tax of $ | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
Adjustment of noncontrolling interest in the Operating Company | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| BALANCE - March 31, 2024 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| BALANCE - December 31, 2022 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
Share-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Reacquisition of share-based compensation awards for tax-withholding purposes | ( | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Issuance of share-based compensation awards, net of forfeitures | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
Other comprehensive income—net of tax of $ | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Tax distributions to noncontrolling interests | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
Adjustment to liability recognized under tax receivable agreement—net of tax of $ | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
Adjustment of noncontrolling interest in the Operating Company | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| BALANCE - March 31, 2023 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
4
FIVE POINT HOLDINGS, LLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||||||||
| Equity in earnings from unconsolidated entities | ( | ( | |||||||||
| Return on investment from Great Park Venture | |||||||||||
| Deferred income taxes | |||||||||||
| Depreciation and amortization | |||||||||||
| Share-based compensation | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Inventories | ( | ( | |||||||||
| Related party assets | ( | ||||||||||
| Other assets | |||||||||||
| Accounts payable and other liabilities | ( | ||||||||||
| Related party liabilities | ( | ( | |||||||||
| Net cash used in operating activities | ( | ( | |||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
| Return of investment from Great Park Venture | |||||||||||
| Return of investment from Valencia Landbank Venture | |||||||||||
| Purchase of properties and equipment | ( | ||||||||||
| Net cash provided by investing activities | |||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
| Payment of financing costs | ( | ||||||||||
| Related party reimbursement obligation | ( | ||||||||||
| Reacquisition of share-based compensation awards for tax-withholding purposes | ( | ( | |||||||||
| Repayments of notes payable | ( | ||||||||||
| Tax distributions to noncontrolling interests | ( | ||||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | ( | ( | |||||||||
| CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period | |||||||||||
| CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period | $ | $ | |||||||||
SUPPLEMENTAL CASH FLOW INFORMATION (Note 12)
See accompanying notes to unaudited condensed consolidated financial statements.
5
FIVE POINT HOLDINGS, LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BUSINESS AND ORGANIZATION
Five Point Holdings, LLC, a Delaware limited liability company (the “Holding Company” and, together with its consolidated subsidiaries, the “Company”), is an owner and developer of mixed-use planned communities in California. The Holding Company owns all of its assets and conducts all of its operations through Five Point Operating Company, LP, a Delaware limited partnership (the “Operating Company”), and its subsidiaries.
The Company has two classes of shares outstanding: Class A common shares and Class B common shares. Holders of Class A common shares and holders of Class B common shares are entitled to one vote for each share held of record on all matters submitted to a vote of shareholders, and are both entitled to receive distributions at the same time. However, the distributions paid to holders of Class B common shares are in an amount per share equal to 0.0003 multiplied by the amount paid per Class A common share.
The Company presents noncontrolling interests on the Company’s condensed consolidated balance sheet and classifies such interests within capital but separate from the Company’s Class A and Class B members’ capital. Noncontrolling interests represent equity interests in the Company’s consolidated subsidiaries held by partners in the Operating Company, excluding the Holding Company, and members in The Shipyard Communities, LLC (the “San Francisco Venture”), excluding the Operating Company (see Note 5).
The Company has an entity structure in which the Company’s two largest equity owners, Lennar Corporation (“Lennar”) and Castlelake, LP (“Castlelake”), and the Company’s founder and Chairman Emeritus, Emile Haddad, separately hold, in addition to interests in the Company’s common shares, equity interests in either or both the Operating Company or the San Francisco Venture that can be exchanged for, at the Company’s option, either the Company’s Class A common shares or cash. The diagram below presents a simplified depiction of the Company’s organizational structure as of March 31, 2024:
(1) A wholly owned subsidiary of the Holding Company serves as the sole managing general partner of the Operating Company. As of March 31, 2024, the Company owned approximately 62.6 % of the outstanding Class A Common Units of the Operating Company. After a one year holding period, a holder of Class A Common Units of the Operating Company can exchange the units for, at the Company’s option, either Class A common shares of the Holding Company, on a one -for-one basis, or cash equal to the fair market value of such shares. Until Class A Common Units of the Operating Company are exchanged or redeemed, the capital associated with Class A Common Units of the Operating Company not held by the Holding Company is presented within “noncontrolling interests” on the Company’s condensed consolidated balance sheet. Assuming the exchange of all outstanding Class A Common Units of the Operating Company and all outstanding Class A units of the San Francisco Venture (see (2)
6
below), that are not held by the Company, based on the closing price of the Company’s Class A common shares on April 12, 2024 ($3.17 ), the equity market capitalization of the Company was approximately $471.1 million.
(2) The Operating Company owns all of the outstanding Class B units of the San Francisco Venture, the entity developing the Candlestick and The San Francisco Shipyard communities. The Class A units of the San Francisco Venture, which the Operating Company does not own, are intended to be economically equivalent to Class A Common Units of the Operating Company. As the holder of all outstanding Class B units of the San Francisco Venture, the Operating Company is entitled to receive 99 % of available cash from the San Francisco Venture after the holders of Class A units in the San Francisco Venture have received distributions equivalent to the distributions, if any, paid on Class A Common Units of the Operating Company. Class A units of the San Francisco Venture can be exchanged, on a one -for-one basis, for Class A Common Units of the Operating Company (See Note 5). Until exchanged or redeemed through the Operating Company, the capital associated with Class A units of the San Francisco Venture is presented within “noncontrolling interests” on the Company’s condensed consolidated balance sheet.
(3) Together, the Operating Company, Five Point Communities, LP, a Delaware limited partnership (“FP LP”), and Five Point Communities Management, Inc., a Delaware corporation (“FP Inc.” and together with FP LP, the “Management Company”) own 100 % of Five Point Land, LLC, a Delaware limited liability company (“FPL”), the entity developing Valencia, a mixed-use planned community located in northern Los Angeles County, California. The Operating Company has a controlling interest in the Management Company.
(4) Interests in Heritage Fields LLC, a Delaware limited liability company (the “Great Park Venture”), are either “Percentage Interests” or “Legacy Interests.” Holders of the Legacy Interests were entitled to receive priority distributions up to an aggregate amount of $565.0 million, of which $554.4 million had been distributed as of April 12, 2024 (See Note 4). The Company owns a 37.5 % Percentage Interest in the Great Park Venture and serves as its administrative member. However, management of the Great Park Venture is vested in the four voting members, who have a total of five votes. Major decisions generally require the approval of at least 75 % of the votes of the voting members. The Company has two votes, and the other three voting members each have one vote, so the Company is unable to approve any major decision without the consent or approval of at least two of the other voting members. The Company does not include the Great Park Venture as a consolidated subsidiary, but rather as an equity method investee, in its condensed consolidated financial statements.
(5) The Company owns a 75 % interest in Five Point Office Venture Holdings I, LLC, a Delaware limited liability company (the “Gateway Commercial Venture”). The Company manages the Gateway Commercial Venture, however, the manager’s authority is limited. Major decisions by the Gateway Commercial Venture generally require unanimous approval by an executive committee composed of two people designated by the Company and two people designated by another investor. Some decisions require approval by all of the members of the Gateway Commercial Venture. The Company does not include the Gateway Commercial Venture as a consolidated subsidiary, but rather as an equity method investee, in its condensed consolidated financial statements.
2. BASIS OF PRESENTATION
Unaudited interim financial information—The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. In the opinion of management, all adjustments (including normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results and cash flows for the three months ended March 31, 2024 are not necessarily indicative of the operating results and cash flows that may be expected for the full year.
Use of estimates—The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Management evaluates its estimates on an ongoing basis and makes revisions to these estimates and related disclosures as experience develops or new information becomes known. Actual results could differ from those estimates.
7
Miscellaneous other expense—Miscellaneous other expense consisted of the following (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Net periodic pension benefit (cost) | $ | $ | ( | ||||||||
Other(1) | ( | ||||||||||
| Total miscellaneous other expense | $ | ( | $ | ( | |||||||
(1) In January 2024, the Company settled an exchange offer on its $625.0 million 7.875 % Senior Notes (see Note 9). For the three months ended March 31, 2024, the Company incurred $5.9 million in third party costs related to the debt modification, which is included in other in the table above.
Recently issued accounting pronouncements—In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which primarily requires expanded disclosure of significant segment expenses and other segment items on an annual and interim basis. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The standard will be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the effect of this update on the Company’s financial statement disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which primarily requires expanded disclosures for income taxes paid and the effective tax rate reconciliation. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retrospective basis. The Company is currently evaluating the effect of this update on the Company’s financial statement disclosures.
8
3. REVENUES
The following tables present the Company’s consolidated revenues disaggregated by revenue source and reporting segment (in thousands):
| Three Months Ended March 31, 2024 | |||||||||||||||||||||||||||||
| Valencia | San Francisco | Great Park(1) | Commercial(1) | Total | |||||||||||||||||||||||||
Land sales and land sales—related party | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Management services—related party | |||||||||||||||||||||||||||||
| Operating properties | |||||||||||||||||||||||||||||
| Operating properties leasing revenues | |||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | |||||||||||||||||||||||||
| Three Months Ended March 31, 2023 | |||||||||||||||||||||||||||||
| Valencia | San Francisco | Great Park(1) | Commercial(1) | Total | |||||||||||||||||||||||||
Land sales and land sales—related party | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Management services—related party | |||||||||||||||||||||||||||||
| Operating properties | |||||||||||||||||||||||||||||
| Operating properties leasing revenues | |||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | |||||||||||||||||||||||||
The opening and closing balances of the Company’s contract assets for the three months ended March 31, 2024 were $72.1 million ($69.1 million related party, see Note 8) and $69.7 million ($67.5 million related party, see Note 8), respectively. The decrease of $2.4 million for the three months ended March 31, 2024 between the opening and closing balances of the Company’s contract assets primarily resulted from the receipt of marketing fees from homebuilders from prior period land sales and the receipt of $7.2 million in incentive compensation payments from the Great Park Venture partially offset by additional incentive compensation revenue earned during the period from the Company's amended and restated development management agreement (“A&R DMA”) with the Great Park Venture (see Note 8).
The opening and closing balances of the Company’s contract assets for the three months ended March 31, 2023 were $86.5 million ($79.9 million related party, see Note 8) and $86.0 million ($80.4 million related party, see Note 8), respectively. The decrease of $0.5 million for the three months ended March 31, 2023 between the opening and closing balances of the Company’s contract assets primarily resulted from the receipt of marketing fees from homebuilders from prior period land sales offset by additional incentive compensation revenue earned during the period from the Company's A&R DMA with the Great Park Venture (see Note 8).
The opening and closing balances of the Company’s other receivables from contracts with customers and contract liabilities for the three months ended March 31, 2024 and 2023 were insignificant.
4. INVESTMENT IN UNCONSOLIDATED ENTITIES
Great Park Venture
The Great Park Venture has two classes of membership interests—“Percentage Interests” and “Legacy Interests.” The Operating Company owned 37.5 % of the Great Park Venture’s Percentage Interests as of March 31, 2024. During the three months ended March 31, 2024, the Great Park Venture made aggregate distributions of $7.5 million to holders of Legacy Interests and $63.7 million to holders of Percentage Interests. The Company received $23.9 million for its 37.5 % Percentage Interest. As of March 31, 2024, Legacy Interest holders were entitled to receive a maximum of $10.6 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.
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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 three months ended March 31, 2024, the Great Park Venture recognized $11.9 million in land sale revenues to related parties of the Company and $80.8 million in land sale revenues to third parties.
During the three months ended March 31, 2023, the Great Park Venture recognized $5.5 million in land sale revenues to related parties of the Company and $3.1 million in land sale revenues to third parties.
The following table summarizes the statements of operations of the Great Park Venture for the three months ended March 31, 2024 and 2023 (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Land sale and related party land sale revenues | $ | $ | |||||||||
Cost of land sales | ( | ||||||||||
Other costs and expenses | ( | ( | |||||||||
| Net income of Great Park Venture | $ | $ | |||||||||
| The Company’s share of net income | $ | $ | |||||||||
| Basis difference (amortization) accretion, net | ( | ||||||||||
| Equity in earnings from Great Park Venture | $ | $ | |||||||||
The following table summarizes the balance sheet data of the Great Park Venture and the Company’s investment balance as of March 31, 2024 and December 31, 2023 (in thousands):
| March 31, 2024 | December 31, 2023 | ||||||||||
Inventories | $ | $ | |||||||||
Cash and cash equivalents | |||||||||||
| Contract assets, receivables and other assets, net | |||||||||||
Total assets | $ | $ | |||||||||
Accounts payable and other liabilities | $ | $ | |||||||||
Redeemable Legacy Interests | |||||||||||
Capital (Percentage Interest) | |||||||||||
Total liabilities and capital | $ | $ | |||||||||
The Company’s share of capital in Great Park Venture | $ | $ | |||||||||
Unamortized basis difference | |||||||||||
The Company’s investment in the Great Park Venture | $ | $ | |||||||||
Gateway Commercial Venture
The Company owned a 75 % interest in the Gateway Commercial Venture as of March 31, 2024. 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.
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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 three months ended March 31, 2024 and 2023, the Gateway Commercial Venture recognized $2.5 million and $2.2 million, respectively, in rental revenues from those leasing arrangements.
The following table summarizes the statements of operations of the Gateway Commercial Venture for the three months ended March 31, 2024 and 2023 (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Rental revenues | $ | $ | |||||||||
| Rental operating and other expenses | ( | ( | |||||||||
| Depreciation and amortization | ( | ( | |||||||||
| Interest expense | ( | ( | |||||||||
| Net loss of Gateway Commercial Venture | $ | ( | $ | ( | |||||||
| Equity in loss from Gateway Commercial Venture | $ | ( | $ | ( | |||||||
The following table summarizes the balance sheet data of the Gateway Commercial Venture and the Company’s investment balance as of March 31, 2024 and December 31, 2023 (in thousands):
| March 31, 2024 | December 31, 2023 | ||||||||||
| Real estate and related intangible assets, net | $ | $ | |||||||||
| Cash and restricted cash | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Notes payable, net | $ | $ | |||||||||
| Other liabilities | |||||||||||
| Members’ capital | |||||||||||
| Total liabilities and capital | $ | $ | |||||||||
| The Company’s investment in the Gateway Commercial Venture | $ | $ | |||||||||
In August 2023, the Gateway Commercial Venture refinanced its mortgage note, extending the maturity date to August 2025. As a condition of the refinancing, the Company is subject to certain guaranties of the Gateway Commercial Venture's mortgage note, including an interest and carry guaranty along with a springing guaranty of 50 % of the outstanding balance in the event the Gateway Commercial Venture's leases with either the Company or the affiliate of Lennar are no longer in effect and the Gateway Commercial Venture is unable to meet certain financial covenants.
Valencia Landbank Venture
As of March 31, 2024, 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 each of March 31, 2024 and December 31, 2023, the Company’s investment in the Valencia Landbank Venture was $1.2 16.0 thousand and $0.1 million in equity in earnings for the three months ended March 31, 2024 and 2023, respectively.
5. NONCONTROLLING INTERESTS
The Operating Company
The Holding Company’s wholly owned subsidiary is the managing general partner of the Operating Company, and at March 31, 2024, the Holding Company and its wholly owned subsidiary owned approximately 62.6 % of the outstanding Class A Common Units and 100 % of the outstanding Class B Common Units of the Operating Company. The Holding Company consolidates
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the financial results of the Operating Company and its subsidiaries and records a noncontrolling interest for the remaining 37.4 % of the outstanding Class A Common Units of the Operating Company that are owned separately by affiliates of Lennar, affiliates of Castlelake and an entity controlled by Emile Haddad, the Company’s Chairman Emeritus of the Board of Directors (the “Management Partner”).
After a 12 month holding period, holders of Class A Common Units of the Operating Company may exchange their units for, at the Company’s option, either (i) Class A common shares on a one -for-one basis (subject to adjustment in the event of share splits, distributions of shares, warrants or share rights, specified extraordinary distributions and similar events), or (ii) cash in an amount equal to the market value of such shares at the time of exchange. In either situation, an equal number of that holder’s Class B common shares will automatically convert into Class A common shares, at a ratio of 0.0003 Class A common shares for each Class B common share. This exchange right is currently exercisable by all holders of outstanding Class A Common Units of the Operating Company.
With each exchange of Class A Common Units of the Operating Company for Class A common shares, the Holding Company’s percentage ownership interest in the Operating Company and its share of the Operating Company’s cash distributions and profits and losses will increase. Additionally, other issuances of common shares of the Holding Company or common units of the Operating Company result in changes to the noncontrolling interest percentage. Such equity transactions result in an adjustment between members’ capital and the noncontrolling interest in the Company’s condensed consolidated balance sheet and statement of capital to account for the changes in the noncontrolling interest ownership percentage as well as any change in total net assets of the Company.
During the three months ended March 31, 2024 and 2023, the Holding Company’s ownership interest in the Operating Company changed as a result of net equity transactions related to the Company’s share-based compensation plan.
The terms of the Operating Company's Limited Partnership Agreement (“LPA”) provide for the payment of tax distributions to the Operating Company's partners in an amount equal to the estimated income tax liabilities resulting from taxable income or gain allocated to those parties. The tax distribution provisions in the LPA were included in the Operating Company's governing documents adopted prior to the Company’s initial public offering and were designed to provide funds necessary to pay tax liabilities for income that might be allocated, but not paid, to the partners.
Tax distributions to the partners of the Operating Company for the three months ended March 31, 2024 and 2023, were as follows (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Management Partner | $ | $ | |||||||||
| Other partners (excluding the Holding Company) | |||||||||||
| Total tax distributions | $ | $ | |||||||||
Generally, tax distributions are treated as advance distributions under the LPA and are taken into account when determining the amounts otherwise distributable under the LPA.
The San Francisco Venture
The San Francisco Venture has three classes of units—Class A, Class B and Class C units. The Operating Company owns all of the outstanding Class B units of the San Francisco Venture. All of the outstanding Class A units are owned by Lennar and Castlelake. The Class A units of the San Francisco Venture are intended to be substantially economically equivalent to the Class A Common Units of the Operating Company. The Class A units of the San Francisco Venture represent noncontrolling interests to the Operating Company.
Holders of Class A units of the San Francisco Venture can redeem their units at any time and receive Class A Common Units of the Operating Company on a one -for-one basis (subject to adjustment in the event of share splits, distributions of shares, warrants or share rights, specified extraordinary distributions and similar events). If a holder requests a redemption of Class A units of the San Francisco Venture that would result in the Holding Company’s ownership of the Operating Company falling below 50.1 %, the Holding Company has the option of satisfying the redemption with Class A common shares instead. The Company also has the option, at any time, to acquire outstanding Class A units of the San Francisco Venture in exchange for Class A Common Units of the Operating Company. The 12 month holding period for any Class A Common Units of the Operating Company issued in exchange for Class A units of the San Francisco Venture is calculated by including the period that such Class A units of the San Francisco Venture were owned. This exchange right is currently exercisable by all holders of outstanding Class A units of the San Francisco Venture.
Redeemable Noncontrolling Interest
In 2019, the San Francisco Venture issued 25.0 million Class C units to an affiliate of Lennar in exchange for a contribution of $25.0 million to the San Francisco Venture. Provided that Lennar completes the construction of a certain number of new homes in Candlestick as contemplated under purchase and sale agreements with the Company, the San Francisco Venture is required to redeem the Class C units if and when the Company receives reimbursements from the Mello-Roos community facilities district formed for the
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6. CONSOLIDATED VARIABLE INTEREST ENTITY
The Holding Company conducts all of its operations through the Operating Company, a consolidated VIE, and as a result, substantially all of the Company’s assets and liabilities represent the assets and liabilities of the Operating Company, other than items attributed to income taxes and the payable pursuant to a tax receivable agreement (“TRA”). The Operating Company has investments in and consolidates the assets and liabilities of the San Francisco Venture, FP LP and FPL, all of which have also been determined to be VIEs.
The San Francisco Venture is a VIE as the other members of the venture, individually or as a group, are not able to exercise kick-out rights or substantive participating rights. The Company applied the variable interest model and determined that it is the primary beneficiary of the San Francisco Venture and, accordingly, the San Francisco Venture is consolidated in the Company’s results. In making that determination, the Company evaluated that the Operating Company has unilateral and unconditional power to make decisions in regards to the activities that significantly impact the economics of the VIE, which are the development of properties, marketing and sale of properties, acquisition of land and other real estate properties and obtaining land ownership or ground lease for the underlying properties to be developed. The Company is determined to have more-than-insignificant economic benefit from the San Francisco Venture because, excluding Class C units, the Operating Company can prevent or cause the San Francisco Venture from making distributions on its units, and the Operating Company would receive 99 % of any such distributions made (assuming no distributions had been paid on the Class A Common Units of the Operating Company). In addition, the San Francisco Venture is only allowed to make a capital call on the Operating Company and not any other interest holders, which could be a significant financial risk to the Operating Company.
As of March 31, 2024, the San Francisco Venture had total combined assets of $1.38 billion, primarily comprised of $1.37 billion of inventories and $0.9 million in related party assets, and total combined liabilities of $66.7 million, including $60.0 million in related party liabilities.
As of December 31, 2023, the San Francisco Venture had total combined assets of $1.36 billion, primarily comprised of $1.36 billion of inventories and $0.9 million in related party assets, and total combined liabilities of $61.9 million, including $59.4 million in related party liabilities.
Those assets are owned by, and those liabilities are obligations of, the San Francisco Venture, not the Company. The San Francisco Venture’s operating subsidiaries are not guarantors of the Company’s obligations, and the assets held by the San Francisco Venture may only be used as collateral for the San Francisco Venture’s obligations. The creditors of the San Francisco Venture do not have recourse to the assets of the Operating Company, as the VIE’s primary beneficiary, or of the Holding Company.
The Company and the other members do not generally have an obligation to make capital contributions to the San Francisco Venture. In addition, there are no liquidity arrangements or agreements to fund capital or purchase assets that could require the Company to provide financial support to the San Francisco Venture. The Company does not guarantee any debt of the San Francisco Venture. However, the Operating Company has guaranteed the performance of payment by the San Francisco Venture in accordance with the redemption terms of the Class C units of the San Francisco Venture (see Note 5).
FP LP and FPL are VIEs because the other partners or members have disproportionately fewer voting rights, and substantially all of the activities of the entities are conducted on behalf of the other partners or members and their related parties. The Operating Company, or a wholly owned subsidiary of the Operating Company, is the primary beneficiary of FP LP and FPL.
As of March 31, 2024, FP LP and FPL had combined assets of $1.0 billion, primarily comprised of $877.3 million of inventories, $23.2 million of intangibles and $67.5 million in related party assets, and total combined liabilities of $56.0 million, including $54.1 million in accounts payable and other liabilities and $1.9 million in related party liabilities.
As of December 31, 2023, FP LP and FPL had combined assets of $1.0 billion, primarily comprised of $855.6 million of inventories, $25.3 million of intangibles and $69.1 million in related party assets, and total combined liabilities of $60.0 million, including $57.3 million in accounts payable and other liabilities and $2.7 million in related party liabilities.
The Company evaluates its primary beneficiary designation on an ongoing basis and assesses the appropriateness of the VIE’s status when events have occurred that would trigger such an analysis. During the three months ended March 31, 2024 and 2023, there were no VIEs that were deconsolidated.
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7. INTANGIBLE ASSET, NET—RELATED PARTY
The intangible asset relates to the contract value of the incentive compensation provisions of the A&R DMA with the Great Park Venture. The intangible asset will be amortized over the expected contract period based on the pattern in which the economic benefits are expected to be received.
The carrying amount and accumulated amortization of the intangible asset as of March 31, 2024 and December 31, 2023 were as follows (in thousands):
| March 31, 2024 | December 31, 2023 | ||||||||||
| Gross carrying amount | $ | $ | |||||||||
| Accumulated amortization | ( | ( | |||||||||
| Net book value | $ | $ | |||||||||
8. RELATED PARTY TRANSACTIONS
Related party assets and liabilities included in the Company’s condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023 consisted of the following (in thousands):
| March 31, 2024 | December 31, 2023 | ||||||||||
Related Party Assets: | |||||||||||
Contract assets (see Note 3) | $ | $ | |||||||||
| Operating lease right-of-use asset (corporate office lease at Five Point Gateway Campus) | |||||||||||
Other | |||||||||||
| $ | $ | ||||||||||
Related Party Liabilities: | |||||||||||
Reimbursement obligation | $ | $ | |||||||||
Payable to holders of Management Company’s Class B interests | |||||||||||
| Operating lease liability (corporate office lease at Five Point Gateway Campus) | |||||||||||
| Accrued advisory fees | |||||||||||
Other | |||||||||||
| $ | $ | ||||||||||
Development Management Agreement with the Great Park Venture (Incentive Compensation Contract Asset)
In 2010, the Great Park Venture, the Company’s equity method investee, engaged the Management Company under a development management agreement to provide management services to the Great Park Venture. The compensation structure in place consists of a base fee and incentive compensation. Incentive compensation is 9 % of distributions available to be made by the Great Park Venture to its Legacy and Percentage Interest Holders. In December 2022, the Company and the Great Park Venture entered into an amendment to the A&R DMA to extend the term to December 31, 2024 (the “First Renewal Term”). If the A&R DMA is not extended by mutual agreement of the parties beyond December 31, 2024 and the Company is no longer providing management services subsequent to December 31, 2024, the Company will be entitled to 6.75 % of distributions paid thereafter.
During the three months ended March 31, 2024, the Great Park Venture made a Legacy Incentive Compensation payment to the Company of $0.8 million and a Non-Legacy Incentive Compensation payment of $6.4 million. Upon receiving the Legacy Incentive Compensation payment, the Company distributed the $0.8 million in proceeds to the holders of the Management Company's Class B interests.
At March 31, 2024 and December 31, 2023, included in contract assets in the table above is $64.5 million and $66.1 million, respectively, attributed to incentive compensation revenue recognized but not yet due (see Note 3). Management fee revenues under the A&R DMA are included in management services—related party in the accompanying condensed consolidated statements of operations and are included in the Great Park segment. Management fee revenues under the A&R DMA were $8.6 million and $4.1 million for the three months ended March 31, 2024 and 2023, respectively.
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9. NOTES PAYABLE, NET
At March 31, 2024 and December 31, 2023, notes payable, net consisted of the following (in thousands):
| March 31, 2024 | December 31, 2023 | ||||||||||
| $ | $ | ||||||||||
| Unamortized premium | |||||||||||
| Unamortized debt issuance costs | ( | ( | |||||||||
| $ | $ | ||||||||||
Senior Notes
The Operating Company and Five Point Capital Corp., a directly wholly owned subsidiary of the Operating Company (the “Co-Issuer” and, together with the Operating Company, the “Issuers”), previously offered, sold and issued $625.0 million aggregate principal amount of 7.875 % unsecured senior notes due November 15, 2025 (the “Senior Notes”).
The Senior Notes are guaranteed, jointly and severally, by certain direct and indirect subsidiaries of the Operating Company and are redeemable at the option of the Issuers, in whole or in part, at par, plus accrued and unpaid interest.
On January 16, 2024, the Issuers settled an exchange offer to exchange any and all of the Senior Notes for new 10.500 % initial rate senior notes due January 15, 2028 (the “New Senior Notes”). Pursuant to the exchange offer, the Issuers exchanged $623.5 million aggregate principal amount of Senior Notes, which represented 99.76 % of the existing Senior Notes outstanding immediately prior to the exchange offer, for $523.5 million aggregate principal amount of New Senior Notes and $100.0 million of aggregate cash consideration, plus accrued interest. The New Senior Notes accrue interest at a rate of 10.500 % per annum from and including January 16, 2024 to, but not including, November 15, 2025, 11.000 % per annum from and including November 15, 2025 to, but not including, November 15, 2026, and 12.000 % per annum from and including November 15, 2026 to, but not including, January 15, 2028. Interest on the New Senior Notes is payable semi-annually on each May 15 and November 15, commencing May 15, 2024. The exchange was accounted for as a debt modification under ASC 470-50 as the terms of the New Senior Notes were not substantially different from the terms of the Senior Notes. Under debt modification accounting, third party costs are expensed as incurred. During the three months ended March 31, 2024, the Company expensed $5.9 million in third party transaction and advisory costs incurred in connection with the exchange. Debt issuance costs and premium are amortized over the term of the New Senior Notes using the effective interest method. The New Senior Notes are guaranteed, jointly and severally, by certain direct and indirect subsidiaries of the Operating Company and are redeemable at the option of the Issuers, in whole or in part, at a declining call premium as set forth in the indenture governing the New Senior Notes, plus accrued and unpaid interest.
Revolving Credit Facility
The Operating Company has a $125.0 million unsecured revolving credit facility that matures in April 2026. Any borrowings under the revolving credit agreement will bear interest at CME Term Secured Overnight Financing Rate 1 Month increased by 0.10 % plus a margin of either 2.25 % or 2.50 % based on the Company's leverage ratio. The revolving credit facility may be further extended to April 2027, subject to the satisfaction of certain conditions, including the approval of the administrative agent and lenders. As of March 31, 2024, no
10. TAX RECEIVABLE AGREEMENT
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11. COMMITMENTS AND CONTINGENCIES
The Company is subject to the usual obligations associated with entering into contracts for the purchase, development and sale of real estate, which the Company does in the routine conduct of its business. The operations of the Company are conducted through the Operating Company and its subsidiaries, and in some cases, the Holding Company will guarantee the payment by or performance of the Operating Company or its subsidiaries. The Company has operating leases for its corporate office and other facilities and the Holding Company is a guarantor to some of these lease agreements. are included in other assets or related party assets, and are included in accounts payable and other liabilities or related party liabilities on the condensed consolidated balance sheets and were as follows as of March 31, 2024 and December 31, 2023 (in thousands):
| March 31, 2024 | December 31, 2023 | ||||||||||
Operating lease right-of-use assets ($ | $ | $ | |||||||||
Operating lease liabilities ($ | $ | $ | |||||||||
In addition to operating lease payment guarantees, the Holding Company had other contractual payment guarantees as of March 31, 2024 totaling $8.3 million.
Performance and Completion Bonding Agreements
In the ordinary course of business and as a part of the entitlement and development process, the Company is required to provide performance bonds to ensure completion of certain of the Company’s development obligations. The Company had outstanding performance bonds of $298.9 million and $306.9 million as of March 31, 2024 and December 31, 2023, respectively.
Candlestick and The San Francisco Shipyard Disposition and Development Agreement
The San Francisco Venture is a party to a disposition and development agreement with the Successor to the Redevelopment Agency of the City and County of San Francisco (the “San Francisco Agency”) in which the San Francisco Agency has agreed to convey portions of Candlestick and The San Francisco Shipyard to the San Francisco Venture for development. The San Francisco Venture has agreed to reimburse the San Francisco Agency for reasonable costs and expenses actually incurred and paid by the San Francisco Agency in performing its obligations under the disposition and development agreement. The San Francisco Agency can also earn a return of certain profits generated from the development and sale of Candlestick and The San Francisco Shipyard if certain thresholds are met.
At each of March 31, 2024 and December 31, 2023, the San Francisco Venture had outstanding guarantees benefiting the San Francisco Agency for infrastructure and construction of certain park and open space obligations with aggregate maximum obligations of $198.3
Letters of Credit
At each of March 31, 2024 and December 31, 2023, the Company had outstanding letters of credit totaling $1.0 1.0
Legal Proceedings
Hunters Point Litigation
In May 2018, residents of the Bayview Hunters Point neighborhood in San Francisco filed a putative class action in San Francisco Superior Court naming Tetra Tech, Inc. and Tetra Tech EC, Inc., an independent contractor hired by the U.S. Navy to conduct testing and remediation of toxic radiological waste at The San Francisco Shipyard (“Tetra Tech”), Lennar and the Company as defendants (the “Bayview Action”). The plaintiffs allege that, among other things, Tetra Tech fraudulently misrepresented its test results and remediation efforts. The plaintiffs are seeking damages against Tetra Tech and the Company and have requested an injunction to prevent the Company and Lennar from undertaking any development activities at The San Francisco Shipyard. The Company believes that it has meritorious defenses to the allegations in the Bayview Action and may have insurance and indemnification rights against third parties with respect to the claims.
Other
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Other than the actions outlined above, the Company is also a party to various other claims, legal actions, and complaints arising in the ordinary course of business, the disposition of which, in the Company’s opinion, will not have a material adverse effect on the Company’s condensed consolidated financial statements.
As a significant land owner and developer of unimproved land it is possible that environmental contamination conditions could exist that would require the Company to take corrective action. In the opinion of the Company, such corrective actions, if any, would not have a material adverse effect on the Company’s condensed consolidated financial statements.
12. SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental cash flow information for the three months ended March 31, 2024 and 2023 was as follows (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | |||||||||||
| Cash paid for interest, all of which was capitalized to inventories | $ | $ | |||||||||
| Noncash lease expense | $ | $ | |||||||||
| NONCASH INVESTING AND FINANCING ACTIVITIES: | |||||||||||
| Adjustment to operating lease right-of-use assets from lease modification | $ | $ | ( | ||||||||
| Adjustment to liability recognized under TRA | $ | $ | |||||||||
| Senior Notes due 2025 exchanged for New Senior Notes due 2028 (see Note 9) | $ | $ | |||||||||
Noncash lease expense is included within the depreciation and amortization adjustment to net income (loss) on the Company’s condensed consolidated statements of cash flows.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows for the three months ended March 31, 2024 and 2023 (in thousands):
| March 31, 2024 | March 31, 2023 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash and certificates of deposit | |||||||||||
| Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows | $ | $ | |||||||||
Amounts included in restricted cash and certificates of deposit represent amounts held as collateral on open letters of credit related to development obligations or because of other contractual obligations of the Company that require the restriction.
13. SEGMENT REPORTING
The Company’s reportable segments consist of:
• Valencia—includes the community of Valencia being developed in northern Los Angeles County, California. The Valencia segment derives revenues from the sale of residential and commercial land sites to homebuilders, commercial developers and commercial buyers. The Company’s investment in the Valencia Landbank Venture is also reported in the Valencia segment.
• San Francisco—includes the Candlestick and The San Francisco Shipyard communities located on bayfront property in the City of San Francisco, California. The San Francisco segment derives revenues from the sale of residential and commercial land sites to homebuilders, commercial developers and commercial buyers.
• Great Park—includes the Great Park Neighborhoods being developed adjacent to and around the Orange County Great Park, a metropolitan park under construction in Orange County, California. This segment also includes management services provided by the Management Company to the Great Park Venture, the owner of the Great Park Neighborhoods. As of March 31, 2024, the Company had a 37.5 % Percentage Interest in the Great Park Venture and accounted for the investment under the equity method. The reported segment information for the Great Park segment includes the results of 100% of the Great Park Venture at the historical basis of the venture, which did not apply push down accounting at acquisition date. The Great Park segment derives revenues at the Great Park Neighborhoods from sales of residential and commercial land sites to homebuilders, commercial developers and commercial buyers, sales of homes constructed and marketed under a fee build arrangement, and management services provided by the Company to the Great Park Venture.
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• Commercial—includes the operations of the Gateway Commercial Venture, which owns an approximately 189,000 square foot office building at the Five Point Gateway Campus. The Five Point Gateway Campus is an office, medical and research and development campus located within the Great Park Neighborhoods and consists of four buildings and surrounding land. The Company and a subsidiary of Lennar lease portions of the building owned by the Gateway Commercial Venture. The Gateway Commercial Venture also owns approximately 50 acres of the surrounding commercial land with additional development rights at the campus. This segment also includes property management services provided by the Management Company to the Gateway Commercial Venture. As of March 31, 2024, the Company had a 75 % interest in the Gateway Commercial Venture and accounted for the investment under the equity method. The reported segment information for the Commercial segment includes the results of 100% of the Gateway Commercial Venture at the historical basis of the venture.
| Revenues | Profit (Loss) | ||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
Valencia | $ | $ | $ | ( | $ | ( | |||||||||||||||||
San Francisco | ( | ( | |||||||||||||||||||||
Great Park | |||||||||||||||||||||||
Commercial | ( | ( | |||||||||||||||||||||
| Total reportable segments | |||||||||||||||||||||||
Reconciling items: | |||||||||||||||||||||||
| Removal of results of unconsolidated entities— | |||||||||||||||||||||||
| Great Park Venture (1) | ( | ( | ( | ( | |||||||||||||||||||
| Gateway Commercial Venture (1) | ( | ( | |||||||||||||||||||||
| Add equity in earnings (losses) from unconsolidated entities— | |||||||||||||||||||||||
| Great Park Venture | — | — | |||||||||||||||||||||
| Gateway Commercial Venture | — | — | ( | ( | |||||||||||||||||||
Corporate and unallocated (2) | — | — | ( | ( | |||||||||||||||||||
Total consolidated balances | $ | $ | $ | $ | ( | ||||||||||||||||||
(1) Represents the removal of the Great Park Venture and Gateway Commercial Venture operating results, which are included in the Great Park segment and Commercial segment operating results at 100% of each venture’s historical basis, respectively, but are not included in the Company’s consolidated results and balances as the Company accounts for its investment in each venture using the equity method of accounting.
(2) Corporate and unallocated activity is primarily comprised of corporate general and administrative expenses, deferred tax provision and Senior Notes exchange costs.
18
Segment assets and reconciliations to the Company’s consolidated balances are as follows (in thousands):
| March 31, 2024 | December 31, 2023 | ||||||||||
Valencia | $ | $ | |||||||||
San Francisco | |||||||||||
Great Park | |||||||||||
Commercial | |||||||||||
| Total reportable segments | |||||||||||
Reconciling items: | |||||||||||
Removal of unconsolidated balances of Great Park Venture (1) | ( | ( | |||||||||
Removal of unconsolidated balances of Gateway Commercial Venture (1) | ( | ( | |||||||||
Other eliminations (2) | ( | ( | |||||||||
Add investment balance in Great Park Venture | |||||||||||
Add investment balance in Gateway Commercial Venture | |||||||||||
Corporate and unallocated (3) | |||||||||||
Total consolidated balances | $ | $ | |||||||||
(1) Represents the removal of the Great Park Venture and Gateway Commercial Venture balances, which are included in the Great Park segment and Commercial segment balances at 100% of each venture’s historical basis, respectively, but are not included in the Company’s consolidated balances as the Company accounts for its investment in each venture using the equity method of accounting.
(2) Represents intersegment balances that eliminate in consolidation.
14. SHARE-BASED COMPENSATION
The following table summarizes share-based equity compensation activity for the three months ended March 31, 2024:
| Share-Based Awards (in thousands) | Weighted-Average Grant Date Fair Value | ||||||||||
Nonvested at January 1, 2024 | $ | ||||||||||
Granted | $ | ||||||||||
Forfeited | $ | ||||||||||
Vested | ( | $ | |||||||||
Nonvested at March 31, 2024 | $ | ||||||||||
Share-based compensation expense was $0.8
The estimated fair value at vesting of share-based awards that vested during the three months ended March 31, 2024 was $2.2 million. During the three months ended March 31, 2024 and 2023, the Company reacquired vested restricted Class A common shares for $0.8 million and $0.2 million, respectively, for the purpose of settling tax withholding obligations of employees. The reacquisition cost is based on the fair value of the Company’s Class A common shares on the date the tax obligation is incurred.
15. EMPLOYEE BENEFIT PLANS
Retirement Plan—The Newhall Land and Farming Company Retirement Plan (the “Retirement Plan”) is a defined benefit plan that is funded by the Company and qualified under the Employee Retirement Income Security Act. The Retirement Plan was frozen in 2004.
19
The components of net periodic (benefit) cost for the three months ended March 31, 2024 and 2023, are as follows (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Net periodic (benefit) cost: | |||||||||||
Interest cost | $ | $ | |||||||||
Expected return on plan assets | ( | ( | |||||||||
Amortization of net actuarial loss | |||||||||||
| Net periodic (benefit) cost | $ | ( | $ | ||||||||
16. INCOME TAXES
Upon formation, the Holding Company elected to be treated as a corporation for U.S. federal, state, and local tax purposes. All operations are carried on through the Holding Company’s subsidiaries, the majority of which are pass-through entities that are generally not subject to federal or state income taxation, as all of the taxable income, gains, losses, deductions, and credits are passed through to the partners. The Holding Company is responsible for income taxes on its allocable share of the Operating Company’s income or gain.
During the three months ended March 31, 2024, the Company recorded a $1.0 million provision for income taxes on pre-tax income of $7.0 million. In the three months ended March 31, 2023, the Company recorded no provision or benefit for income taxes (after application of an increase in the Company’s valuation allowance) on pre-tax loss of $9.7 million. The effective tax rate for the three months ended March 31, 2024 was higher than in the three months ended March 31, 2023 primarily due to the Company’s valuation allowance, which was released during the year ended December 31, 2023. The effective tax rates for both the three months ended March 31, 2024 and 2023 differ from the 21% federal statutory rate and applicable state statutory rates primarily due to the disallowance of executive compensation expenses not deductible for tax and to the pre-tax portion of income and losses that are passed through to the other partners of the Operating Company and the San Francisco Venture.
17. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS AND DISCLOSURES
ASC Topic 820, Fair Value Measurement, emphasizes that a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, the guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions. The following hierarchy classifies the inputs used to determine fair value into three levels:
Level 1—Quoted prices for identical instruments in active markets
Level 2—Quoted prices for similar instruments in active markets or inputs, other than quoted prices, that are observable for the instrument either directly or indirectly
Level 3—Significant inputs to the valuation model are unobservable
At each reporting period, the Company evaluates the fair value of its financial instruments compared to carrying values. Other than the Company’s notes payable, net, the carrying amount of the Company’s financial instruments, which includes cash and cash equivalents, restricted cash and certificates of deposit, certain related party assets and liabilities, and accounts payable and other liabilities, approximated the Company’s estimates of fair value at both March 31, 2024 and December 31, 2023.
The fair value of the Company’s notes payable, net, are estimated based on quoted market prices or discounting the expected cash flows based on rates available to the Company (level 2). At March 31, 2024, the estimated fair value of notes payable, net was $540.0 million, compared to a carrying value of $523.3 million. At December 31, 2023, the estimated fair value of notes payable, net was $622.7 million, compared to a carrying value of $622.2 million. During the three months ended March 31, 2024 and 2023, the Company had no assets that were measured at fair value on a nonrecurring basis.
20
18. EARNINGS PER SHARE
The Company uses the two-class method in its computation of earnings per share. The Company’s Class A common shares and Class B common shares are entitled to receive distributions at different rates, with each Class B common share receiving 0.03 % of the distributions paid on each Class A common share. Under the two-class method, the Company’s net income available to common shareholders is allocated between the two classes of common shares on a fully-distributed basis and reflects residual net income after amounts attributed to noncontrolling interests. In the event of a net loss, the Company determined that both classes share in the Company’s losses, and they share in the losses using the same mechanism as the distributions. The Company also has restricted share awards that have a right to non-forfeitable dividends while unvested and are contemplated as participating when the Company is in a net income position. These awards participate in distributions on a basis equivalent to other Class A common shares but do not participate in losses.
No distributions on common shares were declared for the three months ended March 31, 2024 or 2023.
Diluted income (loss) per share calculations for both Class A common shares and Class B common shares contemplate adjustments to the numerator and the denominator under the if-converted method for the convertible Class B common shares, the exchangeable Class A units of the San Francisco Venture and the exchangeable Class A Common Units of the Operating Company. The Company uses the treasury stock method or the two-class method when evaluating dilution for restricted stock units (“RSUs”), restricted shares, and performance restricted units and shares. The more dilutive of the two methods is included in the calculation for diluted income (loss) per share.
21
The following table summarizes the basic and diluted earnings (loss) per share calculations for the three months ended March 31, 2024 and 2023 (in thousands, except shares and per share amounts):
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
Numerator: | |||||||||||
| Net income (loss) attributable to the Company | $ | $ | ( | ||||||||
| Adjustments to net income (loss) attributable to the Company | |||||||||||
| Net income (loss) attributable to common shareholders | $ | $ | ( | ||||||||
Numerator—basic common shares: | |||||||||||
| Net income (loss) attributable to common shareholders | $ | $ | ( | ||||||||
Less: net income allocated to participating securities | |||||||||||
| Allocation of basic net income (loss) among common shareholders | $ | $ | ( | ||||||||
| Numerator for basic net income (loss) available to Class A common shareholders | $ | $ | ( | ||||||||
| Numerator for basic net income (loss) available to Class B common shareholders | $ | $ | ( | ||||||||
Numerator—diluted common shares: | |||||||||||
| Net income (loss) attributable to common shareholders | $ | $ | ( | ||||||||
| Reallocation of income (loss) from dilutive potential securities | ( | ||||||||||
Less: net income allocated to participating securities | |||||||||||
| Allocation of diluted net income (loss) among common shareholders | $ | $ | ( | ||||||||
| Numerator for diluted net income (loss) available to Class A common shareholders | $ | $ | ( | ||||||||
| Numerator for diluted net income (loss) available to Class B common shareholders | $ | $ | ( | ||||||||
Denominator: | |||||||||||
| Basic weighted average Class A common shares outstanding | |||||||||||
Diluted weighted average Class A common shares outstanding | |||||||||||
| Basic and diluted weighted average Class B common shares outstanding | |||||||||||
| Basic earnings (loss) per share: | |||||||||||
Class A common shares | $ | $ | ( | ||||||||
Class B common shares | $ | $ | ( | ||||||||
| Diluted earnings (loss) per share: | |||||||||||
Class A common shares | $ | $ | ( | ||||||||
Class B common shares | $ | $ | ( | ||||||||
Anti-dilutive potential RSUs | |||||||||||
Anti-dilutive potential Performance RSUs | |||||||||||
Anti-dilutive potential Restricted Shares (weighted average) | |||||||||||
| Anti-dilutive potential Class A common shares from exchanges (weighted average) | |||||||||||
19. ACCUMULATED OTHER COMPREHENSIVE LOSS
22
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
The following discussion contains management’s discussion and analysis of our financial condition and results of operations and should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included under Part I, Item 1 of this report and our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. “Us,” “we,” and “our” refer to Five Point Holdings, LLC, together with its consolidated subsidiaries. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including but not limited to those described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as well as other risks and uncertainties detailed from time to time in our subsequent Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission. Actual results could differ materially from those set forth in any forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements.”
Overview
We conduct all of our business in or through our operating company, Five Point Operating Company, LP (the “operating company”). We are, through a wholly owned subsidiary, the sole managing general partner and owned, as of March 31, 2024, approximately 62.6% of the operating company. The operating company directly or indirectly owns equity interests in:
•Five Point Land, LLC, which owns The Newhall Land & Farming Company, a California limited partnership, the entity that is developing Valencia, our community in northern Los Angeles County, California;
•The Shipyard Communities, LLC (the “San Francisco Venture”), which is developing Candlestick and The San Francisco Shipyard, our communities in the City of San Francisco, California;
•Heritage Fields LLC (the “Great Park Venture”), which is developing Great Park Neighborhoods, our community in Orange County, California;
•Five Point Office Venture Holdings I, LLC (the “Gateway Commercial Venture”), which owns portions of the Five Point Gateway Campus, a commercial office, research and development and medical campus located within the Great Park Neighborhoods; and
•Five Point Communities, LP and Five Point Communities Management, Inc. (together, the “management company”), which provide development and property management services for the Great Park Neighborhoods and the Five Point Gateway Campus.
The operating company consolidates and controls the management of all of these entities except for the Great Park Venture and the Gateway Commercial Venture. The operating company owns a 37.5% percentage interest in the Great Park Venture and a 75% interest in the Gateway Commercial Venture and accounts for its interest in both using the equity method.
23
Operational Highlights
During the first quarter of 2024, we continued to focus on execution of our three main priorities: generating revenue and positive cash flow; controlling our selling, general and administrative (“SG&A”) costs; and managing our capital spend to match near-term revenue opportunities. Our consolidated net income was $6.1 million for the three months ended March 31, 2024, compared to a net loss of $9.7 million for the three months ended March 31, 2023. SG&A expenses totaled $12.9 million for the first quarter of 2024, compared to $13.8 million for the three months ended March 31, 2023.
The Great Park Venture, in which we have a 37.5% percentage interest and manage all aspects of the development cycle, closed the sale of 82 homesites on 11.6 acres at the Great Park Neighborhoods in the first quarter of 2024 for an aggregate gross purchase price of $74.6 million. We received $30.3 million in distributions and related payments from the Great Park Venture for both our ownership interests and incentive management fee compensation.
Although the interest rate environment remains challenging, we believe that the lack of resale inventory in our markets, created in part by high interest rates, will help sustain home buyer activity at our master planned communities. At Valencia, guest builders sold 62 homes during the first quarter of 2024, compared to 31 homes in the fourth quarter of 2023, increasing total homes sold to 1,312 since sales began in May 2021. At the Great Park Neighborhoods, guest builders sold a total of 69 homes during the first quarter of 2024, compared to 76 homes in the fourth quarter of 2023. We believe the reduction in home sales at the Great Park Neighborhoods was due largely to a lack of available inventory during the first quarter of 2024. We anticipate additional inventory becoming available for sale over the course of 2024.
In January 2024, we utilized a portion of our cash in completing a senior notes exchange transaction in which we exchanged $623.5 million of our existing 7.875% senior notes due November 2025 for $100.0 million in cash and $523.5 million in new 10.500% initial rate senior notes due January 2028. The new senior notes due January 2028 will accrue interest at a rate of 10.500% until November 2025, at a rate of 11.000% from November 2025 to November 2026, and at a rate of 12.000% from November 2026 through the maturity date.
At March 31, 2024, we had $232.7 million in cash and $125.0 million available under our revolving credit facility, giving us total liquidity of $357.7 million.
24
Results of Operations
The timing of our land sale revenues is influenced by several factors, including the sequencing of the planning and development process and market conditions at our communities. As a result, we have historically experienced, and expect to continue to experience, variability in results of operations between comparable periods.
The following table summarizes our consolidated historical results of operations for the three months ended March 31, 2024 and 2023.
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| (in thousands) | |||||||||||
Statement of Operations Data | |||||||||||
Revenues | |||||||||||
Land sales | $ | 535 | $ | (25) | |||||||
Land sales—related party | (3) | 624 | |||||||||
Management services—related party | 8,726 | 4,236 | |||||||||
Operating properties | 677 | 866 | |||||||||
Total revenues | 9,935 | 5,701 | |||||||||
Costs and expenses | |||||||||||
Land sales | — | — | |||||||||
Management services | 3,896 | 2,366 | |||||||||
Operating properties | 990 | 1,172 | |||||||||
Selling, general, and administrative | 12,916 | 13,752 | |||||||||
Total costs and expenses | 17,802 | 17,290 | |||||||||
| Other income (expense) | |||||||||||
Interest income | 3,225 | 836 | |||||||||
Miscellaneous | (5,907) | (21) | |||||||||
| Total other (expense) income | (2,682) | 815 | |||||||||
| Equity in earnings from unconsolidated entities | 17,586 | 1,048 | |||||||||
| Income (loss) before income tax provision | 7,037 | (9,726) | |||||||||
| Income tax provision | (954) | (8) | |||||||||
| Net income (loss) | 6,083 | (9,734) | |||||||||
| Less net income (loss) attributable to noncontrolling interests | 3,757 | (5,198) | |||||||||
| Net income (loss) attributable to the company | $ | 2,326 | $ | (4,536) | |||||||
25
Revenues. Revenues increased by $4.2 million, or 74.3%, to $9.9 million for the three months ended March 31, 2024, from $5.7 million for the three months ended March 31, 2023. The increase in revenues was primarily due to an increase in management services revenue at our Great Park segment during the three months ended March 31, 2024.
Cost of management services. Cost of management services increased by $1.5 million, or 64.7%, to $3.9 million for the three months ended March 31, 2024, from $2.4 million for the three months ended March 31, 2023. The increase was primarily due to an increase in intangible asset amortization expense at our Great Park segment.
Selling, general, and administrative. SG&A expenses decreased by $0.8 million, or 6.1%, to $12.9 million for the three months ended March 31, 2024, from $13.8 million for the three months ended March 31, 2023. The decrease was mainly attributable to a decrease in corporate general and administrative expenses.
Equity in earnings from unconsolidated entities. Our consolidated results reflect our share in the earnings or losses of our interests in our unconsolidated entities, including the Great Park Venture and the Gateway Commercial Venture, within equity in earnings from unconsolidated entities on our condensed consolidated statement of operations. Our segment results for the Great Park segment and the Commercial segment present the results of the Great Park Venture and the Gateway Commercial Venture at the book basis of the ventures within the respective segments.
Equity in earnings from unconsolidated entities was $17.6 million for the three months ended March 31, 2024, an increase from earnings of $1.0 million for the three months ended March 31, 2023. The increase was primarily a result of recognizing our share of the net income generated by the Great Park Venture from land sales during the three months ended March 31, 2024.
Income taxes. Pre-tax income of $7.0 million for the three months ended March 31, 2024 resulted in a $1.0 million tax provision. Pre-tax loss of $9.7 million for the three months ended March 31, 2023 resulted in no tax benefit (after application of an increase in our valuation allowance of $1.4 million). We assessed the realization of our net deferred tax asset and the need for a valuation allowance and determined that at March 31, 2024, it was more likely than not that the net deferred tax asset would be realizable, and we had no valuation allowance recorded. Our effective tax rate for the three months ended March 31, 2024 was substantially similar to our effective tax rate, before changes in valuation allowance, for the three months ended March 31, 2023.
Net income (loss) attributable to noncontrolling interests. Until exchanged for our Class A common shares or, at our election, cash, noncontrolling interests represent interests held by other partners in the operating company and members of the San Francisco Venture. Net income (loss) attributable to the noncontrolling interests on the condensed consolidated statement of operations represents the portion of income or losses attributable to the interests in our subsidiaries held by the noncontrolling interests.
26
Segment Results and Financial Information
Our four reportable operating segments include our three community segments, Valencia, San Francisco and Great Park, and our Commercial segment:
•Our Valencia segment includes operating results related to the Valencia community and agricultural operations in Los Angeles and Ventura Counties, California. Our investment in the Valencia Landbank Venture is also reported in the Valencia segment.
•Our San Francisco segment includes operating results for the Candlestick and The San Francisco Shipyard communities.
•Our Great Park segment includes operating results for the Great Park Neighborhoods community as well as development management services provided by the management company for the Great Park Venture.
•Our Commercial segment includes the operating results of the Gateway Commercial Venture’s ownership in the Five Point Gateway Campus as well as property management services provided by the management company for the Gateway Commercial Venture.
The following tables reconcile the results of operations of our segments to our consolidated results for the three months ended March 31, 2024 and 2023 (in thousands):
| Three Months Ended March 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Valencia | San Francisco | Great Park | Commercial | Total reportable segments | Corporate and unallocated | Total under management | Removal of unconsolidated entities(1) | Total consolidated | |||||||||||||||||||||||||||||||||||||||||||||
| REVENUES: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Land sales | $ | 535 | $ | — | $ | 80,818 | $ | — | $ | 81,353 | $ | — | $ | 81,353 | $ | (80,818) | $ | 535 | |||||||||||||||||||||||||||||||||||
| Land sales—related party | (3) | — | 11,891 | — | 11,888 | — | 11,888 | (11,891) | (3) | ||||||||||||||||||||||||||||||||||||||||||||
Management services—related party(2) | — | — | 8,613 | 113 | 8,726 | — | 8,726 | — | 8,726 | ||||||||||||||||||||||||||||||||||||||||||||
| Operating properties | 509 | 168 | — | 2,549 | 3,226 | — | 3,226 | (2,549) | 677 | ||||||||||||||||||||||||||||||||||||||||||||
| Total revenues | 1,041 | 168 | 101,322 | 2,662 | 105,193 | — | 105,193 | (95,258) | 9,935 | ||||||||||||||||||||||||||||||||||||||||||||
| COSTS AND EXPENSES: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Land sales | — | — | 29,958 | — | 29,958 | — | 29,958 | (29,958) | — | ||||||||||||||||||||||||||||||||||||||||||||
Management services(2) | — | — | 3,896 | — | 3,896 | — | 3,896 | — | 3,896 | ||||||||||||||||||||||||||||||||||||||||||||
| Operating properties | 990 | — | — | 976 | 1,966 | — | 1,966 | (976) | 990 | ||||||||||||||||||||||||||||||||||||||||||||
| Selling, general, and administrative | 3,194 | 1,135 | 2,939 | 1,029 | 8,297 | 8,587 | 16,884 | (3,968) | 12,916 | ||||||||||||||||||||||||||||||||||||||||||||
| Management fees—related party | — | — | 8,162 | — | 8,162 | — | 8,162 | (8,162) | — | ||||||||||||||||||||||||||||||||||||||||||||
| Total costs and expenses | 4,184 | 1,135 | 44,955 | 2,005 | 52,279 | 8,587 | 60,866 | (43,064) | 17,802 | ||||||||||||||||||||||||||||||||||||||||||||
| OTHER INCOME (EXPENSE): | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest income | — | 15 | 1,479 | 34 | 1,528 | 3,210 | 4,738 | (1,513) | 3,225 | ||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | — | — | — | (694) | (694) | — | (694) | 694 | — | ||||||||||||||||||||||||||||||||||||||||||||
| Miscellaneous | 24 | — | — | — | 24 | (5,931) | (5,907) | — | (5,907) | ||||||||||||||||||||||||||||||||||||||||||||
| Total other income (expense) | 24 | 15 | 1,479 | (660) | 858 | (2,721) | (1,863) | (819) | (2,682) | ||||||||||||||||||||||||||||||||||||||||||||
| EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES | 16 | — | — | — | 16 | — | 16 | 17,570 | 17,586 | ||||||||||||||||||||||||||||||||||||||||||||
| SEGMENT (LOSS) PROFIT/INCOME BEFORE INCOME TAX PROVISION | (3,103) | (952) | 57,846 | (3) | 53,788 | (11,308) | 42,480 | (35,443) | 7,037 | ||||||||||||||||||||||||||||||||||||||||||||
| INCOME TAX PROVISION | — | — | — | — | — | (954) | (954) | — | (954) | ||||||||||||||||||||||||||||||||||||||||||||
| SEGMENT (LOSS) PROFIT/NET INCOME | $ | (3,103) | $ | (952) | $ | 57,846 | $ | (3) | $ | 53,788 | $ | (12,262) | $ | 41,526 | $ | (35,443) | $ | 6,083 | |||||||||||||||||||||||||||||||||||
(1) Represents the removal of the Great Park Venture and Gateway Commercial Venture operating results, which are included in the Great Park segment and Commercial segment operating results at 100% of each venture’s historical basis, respectively, but are not included in our consolidated results as we account for our investment in each venture using the equity method of accounting.
(2) For the Great Park and Commercial segments, represents the revenues and expenses attributable to the management company for providing services to the Great Park Venture and the Gateway Commercial Venture, as applicable.
27
| Three Months Ended March 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Valencia | San Francisco | Great Park | Commercial | Total reportable segments | Corporate and unallocated | Total under management | Removal of unconsolidated entities(1) | Total consolidated | |||||||||||||||||||||||||||||||||||||||||||||
| REVENUES: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Land sales | $ | (25) | $ | — | $ | 3,133 | $ | — | $ | 3,108 | $ | — | $ | 3,108 | $ | (3,133) | $ | (25) | |||||||||||||||||||||||||||||||||||
| Land sales—related party | 624 | — | 5,467 | — | 6,091 | — | 6,091 | (5,467) | 624 | ||||||||||||||||||||||||||||||||||||||||||||
Management services—related party(2) | — | — | 4,129 | 107 | 4,236 | — | 4,236 | — | 4,236 | ||||||||||||||||||||||||||||||||||||||||||||
| Operating properties | 704 | 162 | — | 2,154 | 3,020 | — | 3,020 | (2,154) | 866 | ||||||||||||||||||||||||||||||||||||||||||||
| Total revenues | 1,303 | 162 | 12,729 | 2,261 | 16,455 | — | 16,455 | (10,754) | 5,701 | ||||||||||||||||||||||||||||||||||||||||||||
| COSTS AND EXPENSES: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Land sales | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Management services(2) | — | — | 2,366 | — | 2,366 | — | 2,366 | — | 2,366 | ||||||||||||||||||||||||||||||||||||||||||||
| Operating properties | 1,172 | — | — | 784 | 1,956 | — | 1,956 | (784) | 1,172 | ||||||||||||||||||||||||||||||||||||||||||||
| Selling, general, and administrative | 2,647 | 1,193 | 3,328 | 1,120 | 8,288 | 9,912 | 18,200 | (4,448) | 13,752 | ||||||||||||||||||||||||||||||||||||||||||||
| Management fees—related party | — | — | 4,460 | — | 4,460 | — | 4,460 | (4,460) | — | ||||||||||||||||||||||||||||||||||||||||||||
| Total costs and expenses | 3,819 | 1,193 | 10,154 | 1,904 | 17,070 | 9,912 | 26,982 | (9,692) | 17,290 | ||||||||||||||||||||||||||||||||||||||||||||
| OTHER (EXPENSE) INCOME: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest income | — | 1 | 1,301 | — | 1,302 | 835 | 2,137 | (1,301) | 836 | ||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | — | — | — | (533) | (533) | — | (533) | 533 | — | ||||||||||||||||||||||||||||||||||||||||||||
| Miscellaneous | (21) | — | — | — | (21) | — | (21) | — | (21) | ||||||||||||||||||||||||||||||||||||||||||||
| Total other (expense) income | (21) | 1 | 1,301 | (533) | 748 | 835 | 1,583 | (768) | 815 | ||||||||||||||||||||||||||||||||||||||||||||
| EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES | 98 | — | 630 | — | 728 | — | 728 | 320 | 1,048 | ||||||||||||||||||||||||||||||||||||||||||||
| SEGMENT (LOSS) PROFIT/LOSS BEFORE INCOME TAX PROVISION | (2,439) | (1,030) | 4,506 | (176) | 861 | (9,077) | (8,216) | (1,510) | (9,726) | ||||||||||||||||||||||||||||||||||||||||||||
| INCOME TAX PROVISION | — | — | — | — | — | (8) | (8) | — | (8) | ||||||||||||||||||||||||||||||||||||||||||||
| SEGMENT (LOSS) PROFIT/NET LOSS | $ | (2,439) | $ | (1,030) | $ | 4,506 | $ | (176) | $ | 861 | $ | (9,085) | $ | (8,224) | $ | (1,510) | $ | (9,734) | |||||||||||||||||||||||||||||||||||
(1) Represents the removal of the Great Park Venture and Gateway Commercial Venture operating results, which are included in the Great Park segment and Commercial segment operating results at 100% of each venture’s historical basis, respectively, but are not included in our consolidated results as we account for our investment in each venture using the equity method of accounting.
(2) For the Great Park and Commercial segments, represents the revenues and expenses attributable to the management company for providing services to the Great Park Venture and the Gateway Commercial Venture, as applicable.
Valencia Segment
Our Valencia property consists of approximately 15,000 acres in northern Los Angeles County and can include up to approximately 21,500 homesites and approximately 11.5 million square feet of commercial space. The actual commercial square footage and number of homesites are subject to change based on ultimate use and land planning. The current communities under development in Valencia complement the neighboring communities that were previously developed by us. We began selling homesites in the first development area at Valencia in 2019.
Selling, general, and administrative. SG&A expenses increased by $0.5 million, or 20.7%, to $3.2 million for the three months ended March 31, 2024, from $2.6 million for the three months ended March 31, 2023. The increase was mainly attributable to an increase in community related selling and marketing expenses.
San Francisco Segment
Located almost equidistant between downtown San Francisco and the San Francisco International Airport, Candlestick and The San Francisco Shipyard consist of approximately 800 acres of bayfront property in the City of San Francisco. Candlestick and The San Francisco Shipyard can include up to approximately 12,000 homesites and approximately 6.3 million square feet of commercial space. The actual commercial square footage and number of homesites are subject to change based on ultimate use and land planning.
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In October 2019, we received approval from the City of San Francisco on a revised development plan for the first phase of Candlestick that is currently planned to include up to approximately 750,000 square feet of office space, 1,600 homes, and 300,000 square feet of lifestyle amenities centered around retail and entertainment. As currently planned, Candlestick ultimately is expected to include up to approximately 7,000 homes.
Our development at Candlestick and The San Francisco Shipyard is not subject to San Francisco’s Proposition M growth control measure, which imposes annual limitations on office development and is applicable to all other developers with projects in the city. This means the full amount of permitted commercial square footage at Candlestick and The San Francisco Shipyard can be constructed as we determine, including all at once, even though Proposition M may delay new office developments elsewhere in San Francisco. In 2018, our disposition and development agreement with the City of San Francisco was amended to increase the total amount of commercial use at Candlestick and The San Francisco Shipyard by over two million square feet and to increase our total commercial space to approximately 6.3 million square feet.
At The San Francisco Shipyard, approximately 408 acres are still owned by the U.S. Navy and will not be conveyed to us until the U.S. Navy satisfactorily completes its finding of suitability to transfer, or “FOST,” process, which involves multiple levels of environmental and governmental investigation, analysis, review, comment and approval. Based on our discussions with the U.S. Navy, we had previously expected the U.S. Navy to deliver this property between 2019 and 2022. However, allegations that Tetra Tech, Inc. and Tetra Tech EC, Inc. (collectively, “Tetra Tech”), contractors hired by the U.S. Navy, misrepresented sampling results at The San Francisco Shipyard have resulted in data reevaluation, governmental investigations, criminal proceedings, lawsuits, and a determination by the U.S. Navy and other regulatory agencies to undertake additional sampling. As part of the 2018 Congressional spending bill, the U.S. Department of Defense allocated $36.0 million to help fund resampling efforts at The San Francisco Shipyard. An additional $60.4 million to fund resampling efforts was approved as part of a 2019 military construction spending bill. These activities have delayed the remaining land transfers from the U.S. Navy and could lead to additional legal claims or government investigations, all of which could in turn further delay or impede our future development of such parcels. Our development plans were designed with the flexibility to adjust for potential land transfer delays, and we have the ability to shift the phasing of our development activities to account for potential delays caused by U.S. Navy retesting, but there can be no assurance that these matters and other related matters that may arise in the future will not materially impact our development plans.
We have been, and may in the future be, named as a defendant in lawsuits seeking damages and other relief arising out of alleged contamination at The San Francisco Shipyard and Tetra Tech’s alleged misrepresentations of related sampling work. See Note 11 to our condensed consolidated financial statements included under Part I, Item 1 of this report.
Great Park Segment
We have a 37.5% percentage interest in the Great Park Venture, and we account for our investment using the equity method of accounting. We have a controlling interest in the management company, an entity which performs development management services at Great Park Neighborhoods. We do not include the Great Park Venture as a consolidated subsidiary in our condensed consolidated financial statements. However, because of the relationship between the management company and the Great Park Venture, we assess our investment in the Great Park Venture based on the financial information for the Great Park Venture in its entirety, and not just our equity interest in it. As a result, our Great Park segment consists of the operations of both the Great Park Venture and the development management services provided by the management company at the Great Park Venture.
Great Park Neighborhoods consists of approximately 2,100 acres in Orange County and is being built around the approximately 1,300 acre Orange County Great Park, a metropolitan public park that is under construction. Great Park Neighborhoods can include up to approximately 10,500 homesites and approximately 4.9 million square feet of commercial space. The actual commercial square footage and number of homesites are subject to change based on ultimate use and land planning.
Interests in the Great Park Venture are either “percentage interests” or “legacy interests.” Holders of the legacy interests 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. The holders of percentage interests are entitled to all other distributions. During the three months ended March 31, 2024, the Great Park Venture made aggregate distributions of $7.5 million to holders of legacy interests and $63.7 million to holders of percentage interests. We received $23.9 million for our 37.5% percentage interest. As of December 31, 2021, the Great Park Venture had fully satisfied the $476.0 million priority distribution rights, and the remaining maximum participating legacy interest distribution rights at March 31, 2024 were $10.6 million. The remaining $10.6 million legacy interest will be paid on a pro-rata basis, with approximately 10% of future distributions paid to the holders of legacy interests and approximately 90% of such distributions paid to the holders of the percentage interests, until such time as the remaining balance has been fully paid.
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Land sales and related party land sales revenues. Land sales and related party land sales revenues increased to $92.7 million for the three months ended March 31, 2024, from $8.6 million for the three months ended March 31, 2023. The increase was primarily attributable to the recognition of revenue from the sale of land at the Great Park Neighborhoods entitled for an aggregate of 82 homesites on 11.6 acres during the three months ended March 31, 2024, compared to no land sales during the same period in 2023. The base purchase price was $74.6 million for the 2024 land sales. During the three months ended March 31, 2024 and 2023, revenues also included changes in estimates of variable consideration, including profit participation, from those amounts previously recorded by the Great Park Venture. During the three months ended March 31, 2024 and 2023, the Great Park Venture recognized $17.6 million and $8.2 million, respectively, in profit participation revenues received from homebuilders.
Cost of land sales. Cost of land sales for the three months ended March 31, 2024 was $30.0 million, compared to no cost of land sales for the three months ended March 31, 2023. The cost of land sales includes both actual and estimated future capitalized costs allocated based upon relative sales values. Since this method requires the Great Park Venture to estimate future development costs and the expected sales prices for future land sales, the profit margin on subsequent parcels sold will be affected by both changes in the estimated total revenues, as well as any changes in the estimated total cost of the project.
Management fee revenues. Management fee revenues are revenues generated by the management company from development management services provided to the Great Park Venture. The increase in management services related party revenue was mainly attributable to an increase in variable incentive compensation revenue recognized during the three months ended March 31, 2024. For the three months ended March 31, 2024 and 2023, we recognized $5.6 million and $1.1 million, respectively, attributable to variable incentive compensation, mostly as a result of changes in estimates of the amount of variable incentive compensation we expect to receive.
Management services costs and expenses. Included within management services costs and expenses are general and administrative costs and expenses incurred by the management company’s project team that is managing the development of the Great Park Neighborhoods. We also include amortization expense related to the intangible asset attributable to the incentive compensation provisions of the development management agreement with the Great Park Venture within management services costs and expenses. Corporate and non-project team salaries and overhead are not allocated to management services costs and expenses or to our reportable segments and are reported in selling, general, and administrative costs in the condensed consolidated statements of operations. Management services costs and expenses increased by $1.5 million, or 64.7%, to $3.9 million for the three months ended March 31, 2024, from $2.4 million for the three months ended March 31, 2023. The increase was mainly attributable to an increase in intangible asset amortization expense recognized during the three months ended March 31, 2024.
Management fees—related party. Management fees increased by $3.7 million to $8.2 million for the three months ended March 31, 2024, from $4.5 million for the three months ended March 31, 2023. Management fees incurred by the Great Park Venture are comprised of base development management fees and incentive compensation fees. In general, incentive compensation fees will be paid based on a percentage of distributions made to holders of the Great Park Venture’s membership interests. When payments are deemed probable of being made, the Great Park Venture recognizes the expense ratably over the period services are expected to be provided. When estimates of the amount of incentive compensation probable of being paid change, the Great Park Venture records a cumulative adjustment in the period in which the estimate changes. The increase in management fees—related party was mainly attributable to a change in the estimate of the amount of incentive compensation fees probable of being paid that resulted in a cumulative adjustment recognized during the three months ended March 31, 2024.
The table below reconciles the Great Park segment results to the equity in 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, 2024 and 2023.
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| (in thousands) | |||||||||||
| Segment profit from operations | $ | 57,846 | $ | 4,506 | |||||||
Less net income of management company attributed to the Great Park segment | 4,717 | 1,763 | |||||||||
| Net income of the Great Park Venture | 53,129 | 2,743 | |||||||||
| The Company’s share of net income of the Great Park Venture | 19,923 | 1,029 | |||||||||
| Basis difference (amortization) accretion, net | (2,266) | 133 | |||||||||
| Equity in earnings from the Great Park Venture | $ | 17,657 | $ | 1,162 | |||||||
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Commercial Segment
We have a 75% interest in the Gateway Commercial Venture that is held through a wholly owned subsidiary of the operating company, and we serve as the manager of the Gateway Commercial Venture. However, the manager’s authority is limited. Major decisions by the Gateway Commercial Venture generally require unanimous approval by an executive committee composed of two people designated by us and two people designated by another investor. Some decisions require approval by all of the members of the Gateway Commercial Venture. We do not include the Gateway Commercial Venture as a consolidated subsidiary in our condensed consolidated financial statements. However, as a result of our 75% economic interest and our role as manager, we assess our investment in the Gateway Commercial Venture based on the financial information of the Gateway Commercial Venture in its entirety, and we include the Gateway Commercial Venture’s financial results within the Commercial segment. Additionally, the management company has been engaged by the Gateway Commercial Venture to provide property management services to the Five Point Gateway Campus. We include the management company’s results of operations related to these property management services within the Commercial segment.
The Five Point Gateway Campus is a commercial campus consisting of approximately 73 acres of land in the Great Park Neighborhoods acquired by the Gateway Commercial Venture in 2017. The Five Point Gateway Campus currently includes approximately one million square feet planned for research and development, medical and office space in four buildings. In 2020, the Gateway Commercial Venture sold three of the buildings and approximately 11 acres of land at the campus. Our corporate headquarters are located in the fourth building, which remains owned by the Gateway Commercial Venture. In addition to the fourth building, the Gateway Commercial Venture owns approximately 50 acres of commercial land with additional development rights at the campus.
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, 2024 and 2023.
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| (in thousands) | |||||||||||
| Segment loss from operations | $ | (3) | $ | (176) | |||||||
Less net income of management company attributed to the Commercial segment | 113 | 107 | |||||||||
| Net loss of the Gateway Commercial Venture | (116) | (283) | |||||||||
| Equity in loss from the Gateway Commercial Venture | $ | (87) | $ | (212) | |||||||
Liquidity and Capital Resources
As of March 31, 2024, we had $232.7 million of consolidated cash and cash equivalents, compared to $353.8 million at December 31, 2023. As of March 31, 2024, no funds had been drawn on and no letters of credit were outstanding on the operating company’s $125.0 million unsecured revolving credit facility.
Our short-term cash needs consist primarily of general and administrative expenses and development expenditures at Valencia and the Candlestick and The San Francisco Shipyard communities, interest payments under our senior notes and payments under a related party reimbursement obligation. In January 2024, we exchanged $623.5 million of our existing 7.875% senior notes due November 2025 for $100.0 million in cash and $523.5 million in new 10.500% initial rate senior notes due January 2028. The new senior notes due January 2028 will accrue interest at a rate of 10.500% until November 2025, at a rate of 11.000% from November 2025 to November 2026, and at a rate of 12.000% from November 2026 through the maturity date. We entered into a reimbursement deferral agreement, effective as of November 1, 2023, to defer principal and interest payments under our related party reimbursement obligation through February 29, 2024. The term of the agreement was subsequently extended through July 31, 2024.
The development stages of our communities continue to require significant cash outlays on both a short-term and long-term basis, and we expect to invest significant amounts on continued horizontal development at Valencia over the next 12 months. We manage our development activities and expenditures to coincide with projected demand for our residential and commercial land with the objective of maintaining an appropriate level of liquidity. We expect to meet our cash requirements for at least the next 12 months with available cash, distributions from our unconsolidated entities, collection of management fees under our development management agreement with the Great Park Venture, proceeds from land sales, reimbursements from public financing in Valencia and access to financing sources, including our revolving credit facility.
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Our long-term cash needs relate primarily to future horizontal development expenditures and investments in or vertical construction costs for properties that we may acquire or develop for an income-producing portfolio, along with debt service and general and administrative expenses. We budget our cash development costs on an annual basis. Budgeted amounts are subject to change due to delays or accelerations in construction or regulatory approvals, changes in inflation rates and other increases (or decreases) in costs. We may also modify our development plans or change the sequencing of our communities in response to changing economic conditions, consumer preferences and other factors, which could have a material impact on the timing and amount of our development costs. Budgeted amounts are expected to be funded through a combination of available cash, cash flows from our communities and reimbursements from public financing, including community facilities districts, tax increment financing and local, state and federal grants. Cash flows from our communities may occur in uneven patterns as cash is primarily generated by land sales and reimbursements, which can occur at various points over the life cycle of our communities.
We currently expect to have sufficient capital to fund the horizontal development of our communities in accordance with our development plan for several years. The level of capital expenditures in any given year may vary due to, among other things, the number of communities or neighborhoods under development and the number of planned deliveries, which may vary based on market conditions. We may seek to raise additional capital by accessing the debt or equity capital markets or with one or more revolving or term loan facilities or other public or private financing alternatives, including entering into joint ventures. These financings may not be available on attractive terms, or at all.
We are committed under various performance bonds and letters of credit (“LOCs”) to perform certain development activities and provide certain guarantees in the normal course of the entitlement and development process.
We had outstanding performance bonds of $298.9 million as of March 31, 2024 predominantly related to our Valencia community.
At March 31, 2024, the San Francisco Venture had outstanding guarantees benefiting a municipal agency for infrastructure and construction of certain park and open space obligations with aggregate maximum obligations of $198.3 million.
Outstanding LOCs totaled $1.0 million at both March 31, 2024 and December 31, 2023. At both March 31, 2024 and December 31, 2023, we had $1.0 million in restricted cash and certificates of deposit securing certain of our LOCs. Additionally, under our revolving credit facility, we are able to utilize undrawn capacity to support the issuance of LOCs. As of March 31, 2024, no capacity under the revolving credit facility was used to support LOCs.
We are a party to a tax receivable agreement (“TRA”) with current and former holders of Class A units of the operating company and the holders of Class A units of the San Francisco Venture. The TRA provides for payments by us to such investors or their successors in aggregate amounts equal to 85% of the cash savings, if any, in income tax that we realize as a result of certain tax attributes. We expect the TRA payments to be substantial. However, the actual amount and timing of any payments under the TRA will vary depending upon a number of factors, including the timing of exchanges of Class A units of the operating company, the price of our Class A common shares at the time of such exchanges, the extent to which such exchanges are taxable and our ability to use the potential tax benefits, which will depend on the amount and timing of our taxable income and the rate at which we pay income tax. As of March 31, 2024, there were no amounts currently payable under the TRA and based on current projections, we do not expect to make any payments for the next several years.
Summary of Cash Flows
The following table outlines the primary components of net cash (used in) provided by operating, investing and financing activities (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
Operating activities | $ | (26,424) | $ | (21,638) | |||||||
Investing activities | 6,247 | 68 | |||||||||
Financing activities | (100,940) | (3,624) | |||||||||
Cash Flows from Operating Activities. Net cash used in operating activities was $26.4 million for the three months ended March 31, 2024, compared to $21.6 million net cash used in operating activities for the three months ended March 31, 2023. During the three months ended March 31, 2024, we received incentive compensation payments of $6.4 million under our development management agreement with the Great Park Venture. The payment is net of $0.8 million that we concurrently distributed to the holders of the management company's Class B units. Additionally, we received total distributions of $23.9 million from the Great Park Venture, of which $17.7 million is reflected as a return on our investment (operating activity) in the statement of cash flows with the balance reflected as an investing activity.
Major components of operating cash used in both periods consist of our continued investment in horizontal development at our communities and SG&A costs. During the three months ended March 31, 2024, we paid $8.3 million for interest accrued through
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the settlement date on our existing 7.875% senior notes due November 2025 that were exchanged. The exchange of $523.5 million of our existing senior notes for new senior notes was accounted for as a debt modification under ASC 470-50. Under debt modification accounting, third party costs are expensed as incurred and reported as operating cash flows. Included in operating cash outflows during the three months ended March 31, 2024 is $7.6 million in third party transaction and advisory costs incurred in connection with the senior notes exchange. Our horizontal development costs for the three months ended March 31, 2023 were partially offset by $17.7 million in public financing reimbursements for public infrastructure development costs we incurred in Valencia.
Cash Flows from Investing Activities. Net cash provided by investing activities was $6.2 million for the three months ended March 31, 2024, compared to $0.1 million net cash provided by investing activities for the three months ended March 31, 2023.
During the three months ended March 31, 2024, we received total distributions of $23.9 million from the Great Park Venture, of which $6.2 million is reflected as a return of our investment (investing activity) in the statement of cash flows, with the balance reflected as an operating activity.
Cash Flows from Financing Activities. Net cash used in financing activities was $100.9 million for the three months ended March 31, 2024, compared to $3.6 million net cash used in financing activities for the three months ended March 31, 2023.
During the three months ended March 31, 2024, we repaid $100.0 million of our existing 7.875% senior notes due November 2025 in connection with our exchange transaction. For the three months ended March 31, 2023, in accordance with the operating company's limited partnership agreement, we made noncontrolling interest tax distributions of $2.0 million. We also made payments of $1.4 million to reduce our related party reimbursement obligation during the three months ended March 31, 2023. We used $0.8 million and $0.2 million during the three months ended March 31, 2024 and 2023, respectively, to net settle share-based compensation awards with employees for tax withholding purposes.
Changes in Capital Structure
During the three months ended March 31, 2024, our 62.6% ownership percentage in the operating company increased slightly primarily due to our issuance of shared-based compensation in the form of 0.2 million restricted Class A common shares and 0.3 million restricted share units that were settled for Class A common shares, partially offset by our reacquisition of approximately 0.3 million restricted Class A common shares from employees for income tax withholding purposes upon vesting. The issuances and settlements resulted in the operating company issuing to us an equal number of Class A units of the operating company or retiring an equal number of Class A units of the operating company that we previously held.
The table below summarizes outstanding Class A units of the operating company and Class A units of the San Francisco Venture (redeemable on a one-for-one basis for Class A units of the operating company) held by us and held by noncontrolling interest members at March 31, 2024 and December 31, 2023.
| March 31, 2024 | December 31, 2023 | ||||||||||
| Class A units of the operating company: | |||||||||||
| Held by us | 69,358,504 | 69,199,938 | |||||||||
| Held by noncontrolling interest members | 41,363,271 | 41,363,271 | |||||||||
| 110,721,775 | 110,563,209 | ||||||||||
| Class A units of the San Francisco Venture held by noncontrolling interest members | 37,870,273 | 37,870,273 | |||||||||
| 148,592,048 | 148,433,482 | ||||||||||
At March 31, 2024, we had 79,233,544 Class B common shares outstanding that were held by the noncontrolling interest members of the operating company and the Class A unitholders of the San Francisco Venture. The Class B common shares will automatically convert to Class A common shares at a ratio of 0.0003 Class A common shares for each Class B common share. The conversions will occur when the holders of Class A units of the operating company, including Class A units that have been issued upon redemption of Class A units of the San Francisco Venture, are redeemed at our election for our Class A common shares or cash.
Critical Accounting Estimates
There have been no significant changes to our critical accounting estimates during the three months ended March 31, 2024 as compared to those disclosed in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which is presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk is the risk of loss from adverse changes in market prices and interest rates. Our future earnings, cash flows and fair values relative to financial instruments are dependent upon prevailing market interest rates. Our primary market risk results from our indebtedness, which bears interest at fixed rates. Although we do not currently do so, we may in the future manage our market risk on floating rate debt by entering into swap arrangements to in effect fix the rate on all or a portion of the debt for varying periods up to maturity. This would, in turn, reduce the risks of variability of cash flows created by floating rate debt and mitigate the risk of increases in interest rates. Our objective when undertaking such arrangements would be to reduce our floating rate exposure, as we do not plan to enter into hedging arrangements for speculative purposes.
As of March 31, 2024, we had outstanding consolidated net indebtedness of $523.3 million, none of which bears interest based on floating interest rates.
We have not entered into any transactions using derivative financial instruments or derivative commodity instruments.
ITEM 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the supervision and participation of our Chief Executive Officer and our Chief Financial Officer (the “Certifying Officers”), has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2024. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to management, including our Certifying Officers and our Board of Directors, as appropriate to allow timely decisions regarding required disclosure. Based upon that evaluation, the Certifying Officers concluded that our disclosure controls and procedures were effective as of March 31, 2024.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
For disclosures of legal proceedings, see Note 11 to our condensed consolidated financial statements included under Part I, Item 1 of this report, which is incorporated herein by reference.
ITEM 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the factors discussed in “Part I, Item 1A, Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, which could materially affect our business, financial condition and results of operations. There have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023. The risks described in our Annual Report on Form 10-K are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition and results of operations.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table provides information about the Company’s purchases of equity securities that are registered pursuant to Section 12 of the Exchange Act for the three months ended March 31, 2024:
| Period | Total number of shares purchased(1) | Average price paid per share | Total number of shares purchased as part of publicly announced plans or programs | Maximum number of shares that may yet be purchased under the plans or programs | ||||||||||||||||||||||
| January 1, 2024 to January 31, 2024 | 143,742 | $ | 2.80 | — | — | |||||||||||||||||||||
| February 1, 2024 to February 29, 2024 | — | — | — | — | ||||||||||||||||||||||
| March 1, 2024 to March 31, 2024 | 139,141 | 3.02 | — | — | ||||||||||||||||||||||
| 282,883 | $ | 2.91 | — | — | ||||||||||||||||||||||
(1) Represents shares repurchased by the Company pursuant to provisions in agreements with recipients of restricted shares granted under our equity compensation plan that allow the Company to repurchase, or the recipient to deliver to us, the number of shares with a fair value equal to the minimum statutory tax withholding due upon vesting of the restricted shares.
ITEM 3. Defaults Upon Senior Securities
None
ITEM 4. Mine Safety Disclosures
Not Applicable
ITEM 5. Other Information
None
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ITEM 6. Exhibits
| Exhibit | Exhibit Description | ||||
31.1* | |||||
31.2* | |||||
32.1* | |||||
32.2* | |||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | ||||
* Filed herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
FIVE POINT HOLDINGS, LLC | ||||||||
By: | /s/ Daniel Hedigan | |||||||
Daniel Hedigan | ||||||||
Chief Executive Officer | ||||||||
(Principal Executive Officer) | ||||||||
By: | /s/ Kim Tobler | |||||||
Kim Tobler | ||||||||
Chief Financial Officer, Treasurer and Vice President | ||||||||
(Principal Financial Officer and Principal Accounting Officer) | ||||||||
Date: April 19, 2024
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