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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Five Point Holdings LLC | NYSE:FPH | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.05 | -1.64% | 2.99 | 3.07 | 2.97 | 3.04 | 39,254 | 21:00:19 |
|
Large accelerated filer
|
o
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Accelerated filer
|
o
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Non-accelerated filer
|
x
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(Do not check if a smaller reporting company)
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Smaller reporting company
|
o
|
|
|
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Emerging growth company
|
x
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Page
|
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PART I. FINANCIAL INFORMATION
|
|
ITEM 1.
|
||
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||
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ITEM 2.
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ITEM 3.
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ITEM 4.
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PART II. OTHER INFORMATION
|
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ITEM 1.
|
||
ITEM 1A.
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ITEM 2.
|
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ITEM 3.
|
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ITEM 4.
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ITEM 5.
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ITEM 6.
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||
|
•
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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;
|
•
|
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;
|
•
|
risks associated with our joint venture with The Macerich Company;
|
•
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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.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
NET LOSS
|
$
|
(21,939
|
)
|
|
$
|
(10,311
|
)
|
|
$
|
(47,539
|
)
|
|
$
|
(57,724
|
)
|
OTHER COMPREHENSIVE INCOME:
|
|
|
|
|
|
|
|
||||||||
Reclassification of actuarial loss on defined benefit pension plan included in net loss
|
33
|
|
|
28
|
|
|
76
|
|
|
84
|
|
||||
Other comprehensive income before taxes
|
33
|
|
|
28
|
|
|
76
|
|
|
84
|
|
||||
INCOME TAX PROVISION RELATED TO OTHER COMPREHENSIVE INCOME
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
OTHER COMPREHENSIVE INCOME—Net of tax
|
33
|
|
|
28
|
|
|
76
|
|
|
84
|
|
||||
COMPREHENSIVE LOSS
|
(21,906
|
)
|
|
(10,283
|
)
|
|
(47,463
|
)
|
|
(57,640
|
)
|
||||
LESS COMPREHENSIVE LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
(11,907
|
)
|
|
(5,832
|
)
|
|
(27,098
|
)
|
|
(35,595
|
)
|
||||
COMPREHENSIVE LOSS ATTRIBUTABLE TO THE COMPANY
|
$
|
(9,999
|
)
|
|
$
|
(4,451
|
)
|
|
$
|
(20,365
|
)
|
|
$
|
(22,045
|
)
|
|
Class A
Common Shares |
|
Class B
Common Shares |
|
Contributed
Capital |
|
Retained
Earnings
(Accumulated
Deficit)
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
Members’ Capital |
|
Noncontrolling
Interests |
|
Total
Capital |
||||||||||||||
BALANCE - December 31, 2017
|
62,314,850
|
|
|
81,463,433
|
|
|
$
|
530,015
|
|
|
$
|
57,841
|
|
|
$
|
(2,455
|
)
|
|
$
|
585,401
|
|
|
$
|
1,320,208
|
|
|
$
|
1,905,609
|
|
Adoption of accounting standards
|
—
|
|
|
—
|
|
|
—
|
|
|
10,684
|
|
|
—
|
|
|
10,684
|
|
|
13,961
|
|
|
24,645
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,411
|
)
|
|
—
|
|
|
(20,411
|
)
|
|
(27,128
|
)
|
|
(47,539
|
)
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
8,790
|
|
|
—
|
|
|
—
|
|
|
8,790
|
|
|
—
|
|
|
8,790
|
|
||||||
Reacquisition of share-based compensation awards for tax-withholding purposes
|
(68,886
|
)
|
|
—
|
|
|
(5,131
|
)
|
|
—
|
|
|
—
|
|
|
(5,131
|
)
|
|
—
|
|
|
(5,131
|
)
|
||||||
Settlement of restricted share units for Class A shares of common stock
|
319,783
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Issuance of share-based compensation awards, net of forfeitures
|
1,619,752
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other comprehensive income—net of tax of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46
|
|
|
46
|
|
|
30
|
|
|
76
|
|
||||||
Redemption of noncontrolling interests
|
2,318,638
|
|
|
(2,317,946
|
)
|
|
26,765
|
|
|
—
|
|
|
(90
|
)
|
|
26,675
|
|
|
(26,675
|
)
|
|
—
|
|
||||||
Adjustment to liability recognized under tax receivable agreement—net of tax of $0
|
—
|
|
|
—
|
|
|
(17,480
|
)
|
|
—
|
|
|
—
|
|
|
(17,480
|
)
|
|
—
|
|
|
(17,480
|
)
|
||||||
Adjustment of noncontrolling interest in the Operating Company
|
—
|
|
|
—
|
|
|
8,946
|
|
|
—
|
|
|
(31
|
)
|
|
8,915
|
|
|
(8,915
|
)
|
|
—
|
|
||||||
BALANCE - September 30, 2018
|
66,504,137
|
|
|
79,145,487
|
|
|
$
|
551,905
|
|
|
$
|
48,114
|
|
|
$
|
(2,530
|
)
|
|
$
|
597,489
|
|
|
$
|
1,271,481
|
|
|
$
|
1,868,970
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
BALANCE - December 31, 2016
|
37,426,008
|
|
|
74,320,576
|
|
|
$
|
260,779
|
|
|
$
|
(15,394
|
)
|
|
$
|
(2,469
|
)
|
|
$
|
242,916
|
|
|
$
|
1,265,197
|
|
|
$
|
1,508,113
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,092
|
)
|
|
—
|
|
|
(22,092
|
)
|
|
(35,632
|
)
|
|
(57,724
|
)
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
13,806
|
|
|
—
|
|
|
—
|
|
|
13,806
|
|
|
—
|
|
|
13,806
|
|
||||||
Reacquisition of share-based compensation for tax-withholding purposes
|
—
|
|
|
—
|
|
|
(6,480
|
)
|
|
—
|
|
|
—
|
|
|
(6,480
|
)
|
|
—
|
|
|
(6,480
|
)
|
||||||
Settlement of restricted share units for Class A shares of common stock
|
285,670
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Issuance of share-based compensation awards
|
453,172
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Issuance of Class A common shares in initial public offering—net of underwriting discount and offering costs of $21,294
|
24,150,000
|
|
|
—
|
|
|
316,806
|
|
|
—
|
|
|
—
|
|
|
316,806
|
|
|
—
|
|
|
316,806
|
|
||||||
Issuance of Class A Common Units and related sale of Class B common shares in private placement
|
—
|
|
|
7,142,857
|
|
|
45
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|
100,000
|
|
|
100,045
|
|
||||||
Adjustment to liability recognized under tax receivable agreement—net of tax of $0
|
—
|
|
|
—
|
|
|
(56,216
|
)
|
|
—
|
|
|
—
|
|
|
(56,216
|
)
|
|
—
|
|
|
(56,216
|
)
|
||||||
Other comprehensive income—net of tax of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|
47
|
|
|
37
|
|
|
84
|
|
||||||
Adjustment of Noncontrolling interest in the Operating Company
|
—
|
|
|
—
|
|
|
(3,340
|
)
|
|
—
|
|
|
(408
|
)
|
|
(3,748
|
)
|
|
3,748
|
|
|
—
|
|
||||||
BALANCE - September 30, 2017
|
62,314,850
|
|
|
81,463,433
|
|
|
$
|
525,400
|
|
|
$
|
(37,486
|
)
|
|
$
|
(2,830
|
)
|
|
$
|
485,084
|
|
|
$
|
1,333,350
|
|
|
$
|
1,818,434
|
|
|
Nine Months Ended
September 30, |
||||||
|
2018
|
|
2017
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net loss
|
$
|
(47,539
|
)
|
|
$
|
(57,724
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Equity in earnings from unconsolidated entities
|
(1,368
|
)
|
|
(17,584
|
)
|
||
Depreciation and amortization
|
11,743
|
|
|
1,342
|
|
||
Noncash adjustment of payable pursuant to tax receivable agreement
|
(1,928
|
)
|
|
—
|
|
||
Gain on sale of golf course operating properties
|
(6,700
|
)
|
|
—
|
|
||
Gain on insurance proceeds for damaged property
|
(1,566
|
)
|
|
—
|
|
||
Share-based compensation
|
8,790
|
|
|
13,881
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Inventories
|
(210,427
|
)
|
|
(31,361
|
)
|
||
Related party assets
|
(11,797
|
)
|
|
47,983
|
|
||
Other assets
|
(1,279
|
)
|
|
(826
|
)
|
||
Accounts payable and other liabilities
|
20,874
|
|
|
49,149
|
|
||
Related party liabilities
|
1,490
|
|
|
(34,023
|
)
|
||
Net cash used in operating activities
|
(239,707
|
)
|
|
(29,163
|
)
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
||||
Proceeds from the maturity of marketable securities
|
—
|
|
|
45,210
|
|
||
Purchase of marketable securities
|
—
|
|
|
(25,233
|
)
|
||
Contribution to Gateway Commercial Venture
|
(8,438
|
)
|
|
(106,500
|
)
|
||
Purchase of indirect Legacy Interest in Great Park Venture—related party
|
(1,762
|
)
|
|
—
|
|
||
Proceeds from sale of golf course operating property
|
5,685
|
|
|
—
|
|
||
Proceeds from insurance on damaged property
|
1,749
|
|
|
—
|
|
||
Cash from former San Francisco Venture members in relation to Formation Transactions
|
—
|
|
|
30,000
|
|
||
Purchase of properties and equipment
|
(1,030
|
)
|
|
(187
|
)
|
||
Net cash used in investing activities
|
(3,796
|
)
|
|
(56,710
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
Proceeds of Initial Public Offering of Class A common shares—net of underwriting discounts of $18,402
|
—
|
|
|
319,698
|
|
||
Proceeds of Class B common share offering
|
—
|
|
|
45
|
|
||
Proceeds from issuance of Class A Common Units in private placement
|
—
|
|
|
100,000
|
|
||
Principal payment on settlement note
|
(5,000
|
)
|
|
—
|
|
||
Payment of equity offering costs
|
—
|
|
|
(2,499
|
)
|
||
Reacquisition of share-based compensation awards for tax-withholding purposes
|
(5,131
|
)
|
|
(6,480
|
)
|
||
Payment of financing costs
|
—
|
|
|
(385
|
)
|
||
Net cash (used in) provided by financing activities
|
(10,131
|
)
|
|
410,379
|
|
||
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
|
(253,634
|
)
|
|
324,506
|
|
||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period
|
849,945
|
|
|
64,647
|
|
||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period
|
$
|
596,311
|
|
|
$
|
389,153
|
|
•
|
an interest in, and became the managing member of, The Shipyard Communities, LLC, a Delaware limited liability company (the “San Francisco Venture”), which is developing the Candlestick Point and The San Francisco Shipyard communities in San Francisco, California;
|
•
|
a
37.5%
percentage interest in Heritage Fields LLC, a Delaware limited liability company (the “Great Park Venture”), which is developing Great Park Neighborhoods in Irvine, California; and
|
•
|
all of the Class A interests in Five Point Communities, LP, a Delaware limited partnership (“FP LP”), and all of the shares of its general partner, Five Point Communities Management, Inc., a Delaware corporation (“FP Inc.” and together with FP LP, the “Management Company”), which have historically managed the development of Great Park Neighborhoods and Newhall Ranch.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Gain on sale of golf club operating property
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,700
|
|
|
$
|
—
|
|
Gain on insurance claims
|
16
|
|
|
—
|
|
|
1,566
|
|
|
—
|
|
||||
Net periodic pension benefit
|
44
|
|
|
23
|
|
|
206
|
|
|
69
|
|
||||
Total miscellaneous other income
|
$
|
60
|
|
|
$
|
23
|
|
|
$
|
8,472
|
|
|
$
|
69
|
|
|
Balance at December 31, 2017
|
|
Adjustments due to ASU No. 2014-09
|
|
Balance at January 1, 2018
|
||||||
ASSETS
|
|
|
|
|
|
||||||
Inventories
|
$
|
1,425,892
|
|
|
$
|
(9,457
|
)
|
|
$
|
1,416,435
|
|
Investment in unconsolidated entities
|
530,007
|
|
|
3,067
|
|
|
533,074
|
|
|||
Intangible asset, net—related party
|
127,593
|
|
|
(19,220
|
)
|
|
108,373
|
|
|||
Related party assets
|
3,158
|
|
|
38,332
|
|
|
41,490
|
|
|||
Other assets
|
7,585
|
|
|
716
|
|
|
8,301
|
|
|||
LIABILITIES
|
|
|
|
|
|
||||||
Accounts payable and other liabilities
|
167,620
|
|
|
(1,722
|
)
|
|
165,898
|
|
|||
Related party liabilities
|
186,670
|
|
|
(9,485
|
)
|
|
177,185
|
|
|||
CAPITAL
|
|
|
|
|
|
||||||
Retained earnings
|
57,841
|
|
|
10,684
|
|
|
68,525
|
|
|||
Noncontrolling interests
|
1,320,208
|
|
|
13,961
|
|
|
1,334,169
|
|
|
Nine Months Ended September 30, 2017
|
||||||||||
|
As Previously Reported
|
|
Adjustments due to ASU No. 2016-18
|
|
As Adjusted
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Decrease in restricted cash and certificates of deposits
|
$
|
45
|
|
|
$
|
(45
|
)
|
|
$
|
—
|
|
NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
|
324,551
|
|
|
(45
|
)
|
|
324,506
|
|
|||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period
|
62,304
|
|
|
2,343
|
|
|
64,647
|
|
|||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period
|
386,855
|
|
|
2,298
|
|
|
389,153
|
|
Balance Sheet
|
|
|
|
|
|
||||||
|
September 30, 2018
|
||||||||||
|
As Reported
|
|
Balances without Adoption of ASC 606
|
|
Effect of Change
|
||||||
ASSETS
|
|
|
|
|
|
||||||
Inventories
|
$
|
1,628,113
|
|
|
$
|
1,630,659
|
|
|
$
|
(2,546
|
)
|
Investment in unconsolidated entities
|
542,880
|
|
|
539,246
|
|
|
3,634
|
|
|||
Intangible asset, net—related party
|
97,212
|
|
|
127,593
|
|
|
(30,381
|
)
|
|||
Related party assets
|
55,049
|
|
|
7,063
|
|
|
47,986
|
|
|||
Other assets
|
9,433
|
|
|
8,071
|
|
|
1,362
|
|
|||
LIABILITIES
|
|
|
|
|
|
||||||
Accounts payable and other liabilities
|
186,488
|
|
|
188,087
|
|
|
(1,599
|
)
|
|||
Related party liabilities
|
178,675
|
|
|
187,971
|
|
|
(9,296
|
)
|
|||
CAPITAL
|
|
|
|
|
|
||||||
Retained earnings
|
48,114
|
|
|
34,723
|
|
|
13,391
|
|
|||
Noncontrolling interest
|
1,271,481
|
|
|
1,253,922
|
|
|
17,559
|
|
|
Three Months Ended September 30, 2018
|
||||||||||||||||||
|
Newhall
|
|
San Francisco
|
|
Great Park
|
|
Commercial
|
|
Total
|
||||||||||
Land sales
|
$
|
74
|
|
|
$
|
221
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
295
|
|
Management services
|
—
|
|
|
689
|
|
|
9,833
|
|
|
637
|
|
|
11,159
|
|
|||||
Operating properties
|
600
|
|
|
180
|
|
|
—
|
|
|
—
|
|
|
780
|
|
|||||
|
674
|
|
|
1,090
|
|
|
9,833
|
|
|
637
|
|
|
12,234
|
|
|||||
Operating properties leasing revenues
|
754
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
754
|
|
|||||
|
$
|
1,428
|
|
|
$
|
1,090
|
|
|
$
|
9,833
|
|
|
$
|
637
|
|
|
$
|
12,988
|
|
|
Nine Months Ended September 30, 2018
|
||||||||||||||||||
|
Newhall
|
|
San Francisco
|
|
Great Park
|
|
Commercial
|
|
Total
|
||||||||||
Land sales
|
$
|
126
|
|
|
$
|
663
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
789
|
|
Management services
|
—
|
|
|
3,741
|
|
|
29,808
|
|
|
817
|
|
|
34,366
|
|
|||||
Operating properties
|
3,392
|
|
|
548
|
|
|
—
|
|
|
—
|
|
|
3,940
|
|
|||||
|
3,518
|
|
|
4,952
|
|
|
29,808
|
|
|
817
|
|
|
39,095
|
|
|||||
Operating properties leasing revenues
|
1,950
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,950
|
|
|||||
|
$
|
5,468
|
|
|
$
|
4,952
|
|
|
$
|
29,808
|
|
|
$
|
817
|
|
|
$
|
41,045
|
|
Class A Common Units of the Operating Company
|
378,578
|
|
|
Class A units of the San Francisco Venture (exchangeable for Class A Common Units in the Operating Company)
|
37,479,205
|
|
|
Total units issued/issuable in consideration
|
37,857,783
|
|
|
Estimated fair value per Class A Common Unit of the Operating Company
|
$
|
23.61
|
|
Total equity consideration
|
$
|
893,856
|
|
Add: contingent consideration
|
64,870
|
|
|
Less: capital commitment from seller
|
(120,000
|
)
|
|
Total consideration issued for the San Francisco Venture
|
$
|
838,726
|
|
Assets acquired:
|
|
||
Inventories
|
$
|
1,038,154
|
|
Other assets
|
827
|
|
|
Liabilities assumed:
|
|
||
Macerich Note
|
(65,130
|
)
|
|
Accounts payable
|
(17,715
|
)
|
|
Related party liabilities
|
(117,410
|
)
|
|
Net assets acquired
|
$
|
838,726
|
|
Adjustment to equity consideration, net (see table above)
|
55,130
|
|
|
|
$
|
893,856
|
|
Noncontrolling interest in the San Francisco Venture
|
$
|
884,917
|
|
Class A common shares of the Company
|
798,161
|
|
|
Class A Common Units of the Operating Company
|
6,549,629
|
|
|
Total units/shares issued in consideration
|
7,347,790
|
|
|
Estimated fair value per Class A Common Unit of the Operating Company and Class A common share of the Company
|
$
|
23.61
|
|
Total equity consideration
|
$
|
173,488
|
|
Add: available cash distribution
|
450
|
|
|
Total consideration issued for the Management Company
|
$
|
173,938
|
|
Assets acquired:
|
|
||
Investment in FPL
|
$
|
70,000
|
|
Intangible asset
|
129,705
|
|
|
Cash
|
3,664
|
|
|
Legacy Incentive Compensation receivable from related party
|
56,232
|
|
|
Related party receivables
|
5,282
|
|
|
Prepaid expenses and other current assets
|
328
|
|
|
Liabilities assumed:
|
|
||
Other liabilities
|
(2,397
|
)
|
|
Related party liabilities
|
(81,996
|
)
|
|
Accrued employee benefits
|
(6,880
|
)
|
|
Net assets acquired
|
$
|
173,938
|
|
|
Nine Months Ended September 30,
|
||||||
|
2018
|
|
2017
|
||||
Land sale revenues
|
$
|
172,434
|
|
|
$
|
465,416
|
|
Cost of land sales
|
(118,113
|
)
|
|
(328,871
|
)
|
||
Other costs and expenses
|
(41,623
|
)
|
|
(23,060
|
)
|
||
Net income of Great Park Venture
|
$
|
12,698
|
|
|
$
|
113,485
|
|
The Company’s share of net income
|
$
|
4,762
|
|
|
$
|
42,557
|
|
Basis difference amortization
|
(3,406
|
)
|
|
(24,835
|
)
|
||
Equity in earnings from Great Park Venture
|
$
|
1,356
|
|
|
$
|
17,722
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
Inventories
|
$
|
1,034,438
|
|
|
$
|
1,089,513
|
|
Cash and cash equivalents
|
93,761
|
|
|
336,313
|
|
||
Receivable and other assets
|
35,529
|
|
|
21,778
|
|
||
Total assets
|
$
|
1,163,728
|
|
|
$
|
1,447,604
|
|
Accounts payable and other liabilities
|
$
|
152,691
|
|
|
$
|
225,588
|
|
Redeemable Legacy Interests
|
209,967
|
|
|
445,000
|
|
||
Capital (Percentage Interest)
|
801,070
|
|
|
777,016
|
|
||
Total liabilities and capital
|
$
|
1,163,728
|
|
|
$
|
1,447,604
|
|
The Company’s share of capital in Great Park Venture
|
$
|
300,401
|
|
|
$
|
291,381
|
|
Unamortized basis difference
|
127,513
|
|
|
132,111
|
|
||
The Company’s investment in the Great Park Venture
|
$
|
427,914
|
|
|
$
|
423,492
|
|
|
Nine Months Ended September 30,
|
|
Period from August 4, 2017 to September 30,
|
||||
|
2018
|
|
2017
|
||||
Rental revenues
|
$
|
19,245
|
|
|
$
|
3,273
|
|
Rental operating and other (expenses) income
|
(3,006
|
)
|
|
185
|
|
||
Depreciation and amortization
|
(8,597
|
)
|
|
(2,020
|
)
|
||
Interest expense
|
(7,626
|
)
|
|
(1,622
|
)
|
||
Net income (loss) of Gateway Commercial Venture
|
$
|
16
|
|
|
$
|
(184
|
)
|
Equity in earnings (loss) from Gateway Commercial Venture
|
$
|
12
|
|
|
$
|
(138
|
)
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
Real estate and related intangible assets, net
|
$
|
458,791
|
|
|
$
|
448,795
|
|
Other assets
|
20,331
|
|
|
7,211
|
|
||
Total assets
|
$
|
479,122
|
|
|
$
|
456,006
|
|
Notes payable, net
|
$
|
290,097
|
|
|
$
|
286,795
|
|
Other liabilities
|
35,737
|
|
|
27,190
|
|
||
Members’ capital
|
153,288
|
|
|
142,021
|
|
||
Total liabilities and capital
|
$
|
479,122
|
|
|
$
|
456,006
|
|
The Company’s investment in the Gateway Commercial Venture
|
$
|
114,966
|
|
|
$
|
106,516
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
Gross carrying amount
|
$
|
129,705
|
|
|
$
|
129,705
|
|
Accumulated amortization
|
(32,493
|
)
|
|
(2,112
|
)
|
||
Net book value
|
$
|
97,212
|
|
|
$
|
127,593
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
Related Party Assets:
|
|
|
|
||||
Contract assets (see Note 3)
|
$
|
47,986
|
|
|
$
|
—
|
|
Other
|
7,063
|
|
|
3,158
|
|
||
|
$
|
55,049
|
|
|
$
|
3,158
|
|
Related Party Liabilities:
|
|
|
|
||||
EB-5 loan reimbursements
|
$
|
102,692
|
|
|
$
|
102,692
|
|
Contingent consideration—Mall Venture project property
|
64,870
|
|
|
64,870
|
|
||
Deferred land sale revenue
|
—
|
|
|
9,860
|
|
||
Payable to holders of Management Company’s Class B interests
|
9,000
|
|
|
9,000
|
|
||
Other
|
2,113
|
|
|
248
|
|
||
|
$
|
178,675
|
|
|
$
|
186,670
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
7.875% Senior Notes due 2025
|
$
|
500,000
|
|
|
$
|
500,000
|
|
Macerich Note
|
65,130
|
|
|
65,130
|
|
||
Settlement Note
|
—
|
|
|
5,000
|
|
||
Unamortized debt issuance costs and discount
|
(8,423
|
)
|
|
(9,512
|
)
|
||
|
$
|
556,707
|
|
|
$
|
560,618
|
|
|
2018
|
|
2017
|
||||
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
||||
Cash paid for interest, all of which was capitalized to inventories
|
$
|
23,152
|
|
|
$
|
3,158
|
|
|
|
|
|
||||
NONCASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
||||
Recognition of TRA liability
|
$
|
17,480
|
|
|
$
|
56,216
|
|
Liabilities assumed by buyer in connection with sale of golf course operating property
|
$
|
7,795
|
|
|
$
|
—
|
|
Class A common shares issued for redemption of noncontrolling interests
|
$
|
26,675
|
|
|
$
|
—
|
|
|
2018
|
|
2017
|
||||
Cash and cash equivalents
|
$
|
594,908
|
|
|
$
|
386,855
|
|
Restricted cash and certificates of deposit
|
1,403
|
|
|
2,298
|
|
||
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows
|
$
|
596,311
|
|
|
$
|
389,153
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
Newhall
|
$
|
546,728
|
|
|
$
|
444,407
|
|
San Francisco
|
1,131,141
|
|
|
1,123,266
|
|
||
Great Park
|
1,311,484
|
|
|
1,578,142
|
|
||
Commercial
|
479,807
|
|
|
456,292
|
|
||
Total reportable segments
|
3,469,160
|
|
|
3,602,107
|
|
||
Reconciling items:
|
|
|
|
||||
Removal of unconsolidated balance of Great Park Venture (1)
|
(1,163,728
|
)
|
|
(1,447,604
|
)
|
||
Removal of unconsolidated balances of Gateway Commercial Venture (1)
|
(479,122
|
)
|
|
(456,006
|
)
|
||
Other eliminations (2)
|
—
|
|
|
(80,890
|
)
|
||
Add investment balance in Great Park Venture
|
427,914
|
|
|
423,492
|
|
||
Add investment balance in Gateway Commercial Venture
|
114,966
|
|
|
106,516
|
|
||
Corporate and unallocated (3)
|
589,677
|
|
|
830,740
|
|
||
Total consolidated balances
|
$
|
2,958,867
|
|
|
$
|
2,978,355
|
|
|
Share-Based Awards
(in thousands) |
|
Weighted-
Average Grant Date Fair Value |
|||
Nonvested at January 1, 2018
|
1,085
|
|
|
$
|
18.57
|
|
Granted
|
1,724
|
|
|
$
|
14.81
|
|
Forfeited
|
(105
|
)
|
|
$
|
14.83
|
|
Vested
|
(795
|
)
|
|
$
|
18.84
|
|
Nonvested at September 30, 2018
|
1,909
|
|
|
$
|
15.27
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net periodic benefit:
|
|
|
|
|
|
|
|
||||||||
Interest cost
|
$
|
186
|
|
|
$
|
206
|
|
|
$
|
561
|
|
|
$
|
618
|
|
Expected return on plan assets
|
(263
|
)
|
|
(257
|
)
|
|
(843
|
)
|
|
(771
|
)
|
||||
Amortization of net actuarial loss
|
33
|
|
|
28
|
|
|
76
|
|
|
84
|
|
||||
Net periodic benefit
|
$
|
(44
|
)
|
|
$
|
(23
|
)
|
|
$
|
(206
|
)
|
|
$
|
(69
|
)
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net loss attributable to the Company
|
$
|
(10,019
|
)
|
|
$
|
(4,467
|
)
|
|
$
|
(20,411
|
)
|
|
$
|
(22,092
|
)
|
Adjustments to net loss attributable to the Company
|
63
|
|
|
(28
|
)
|
|
227
|
|
|
(752
|
)
|
||||
Net loss attributable to common shareholders
|
$
|
(9,956
|
)
|
|
$
|
(4,495
|
)
|
|
$
|
(20,184
|
)
|
|
$
|
(22,844
|
)
|
Numerator—basic common shares:
|
|
|
|
|
|
|
|
||||||||
Numerator for basic net loss available to Class A common shareholders
|
$
|
(9,952
|
)
|
|
$
|
(4,493
|
)
|
|
$
|
(20,176
|
)
|
|
$
|
(22,833
|
)
|
Numerator for basic net loss available to Class B common shareholders
|
$
|
(4
|
)
|
|
$
|
(2
|
)
|
|
$
|
(8
|
)
|
|
$
|
(10
|
)
|
Numerator—diluted common shares:
|
|
|
|
|
|
|
|
||||||||
Net loss attributable to common shareholders
|
$
|
(9,956
|
)
|
|
$
|
(4,495
|
)
|
|
$
|
(20,184
|
)
|
|
$
|
(22,844
|
)
|
Reallocation of loss to Company upon assumed exchange of units
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(27,354
|
)
|
|
$
|
—
|
|
Numerator for diluted net loss available to Class A common shareholders
|
$
|
(9,952
|
)
|
|
$
|
(4,493
|
)
|
|
$
|
(47,520
|
)
|
|
$
|
(22,833
|
)
|
Numerator for diluted net loss available to Class B common shareholders
|
$
|
(4
|
)
|
|
$
|
(2
|
)
|
|
$
|
(18
|
)
|
|
$
|
(10
|
)
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Basic weighted average Class A common shares outstanding
|
65,740,931
|
|
|
62,946,348
|
|
|
64,736,942
|
|
|
51,024,766
|
|
||||
Diluted weighted average Class A common shares outstanding
|
65,740,931
|
|
|
62,946,348
|
|
|
144,872,638
|
|
|
51,024,766
|
|
||||
Basic and diluted weighted average Class B common shares outstanding
|
79,145,487
|
|
|
81,463,433
|
|
|
80,111,663
|
|
|
77,944,525
|
|
||||
Basic loss per share:
|
|
|
|
|
|
|
|
||||||||
Class A common shares
|
$
|
(0.15
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.31
|
)
|
|
$
|
(0.45
|
)
|
Class B common shares
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
Diluted loss per share:
|
|
|
|
|
|
|
|
||||||||
Class A common shares
|
$
|
(0.15
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
(0.45
|
)
|
Class B common shares
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
||||||||
Anti-dilutive potential RSUs
|
72,579
|
|
|
688,692
|
|
|
72,579
|
|
|
688,692
|
|
||||
Anti-dilutive potential Restricted Shares (weighted average)
|
1,853,308
|
|
|
396,028
|
|
|
1,810,551
|
|
|
375,644
|
|
||||
Anti-dilutive potential Class A common shares (weighted average)
|
79,169,230
|
|
|
81,487,871
|
|
|
—
|
|
|
77,967,908
|
|
||||
Anti-dilutive potential Class B common shares (weighted average)
|
2,917,827
|
|
|
2,917,827
|
|
|
2,917,827
|
|
|
2,917,827
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
||||||||||||||
Statement of Operations Data
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Land sales
|
$
|
70
|
|
|
$
|
2,655
|
|
|
$
|
122
|
|
|
$
|
7,859
|
|
Land sales—related party
|
225
|
|
|
693
|
|
|
667
|
|
|
85,551
|
|
||||
Management services—related party
|
11,159
|
|
|
5,466
|
|
|
34,366
|
|
|
16,417
|
|
||||
Operating properties
|
1,534
|
|
|
2,805
|
|
|
5,890
|
|
|
7,341
|
|
||||
Total revenues
|
12,988
|
|
|
11,619
|
|
|
41,045
|
|
|
117,168
|
|
||||
Costs and expenses
|
|
|
|
|
|
|
|
||||||||
Land sales
|
90
|
|
|
1,641
|
|
|
180
|
|
|
83,755
|
|
||||
Management services
|
6,684
|
|
|
2,572
|
|
|
20,536
|
|
|
7,878
|
|
||||
Operating properties
|
1,027
|
|
|
3,115
|
|
|
4,524
|
|
|
8,307
|
|
||||
Selling, general, and administrative
|
26,220
|
|
|
37,450
|
|
|
83,831
|
|
|
92,605
|
|
||||
Total costs and expenses
|
34,021
|
|
|
44,778
|
|
|
109,071
|
|
|
192,545
|
|
||||
Other income
|
|
|
|
|
|
|
|
||||||||
Adjustment to payable pursuant to tax receivable agreement
|
—
|
|
|
—
|
|
|
1,928
|
|
|
—
|
|
||||
Interest income
|
3,062
|
|
|
—
|
|
|
8,719
|
|
|
—
|
|
||||
Miscellaneous
|
60
|
|
|
23
|
|
|
8,472
|
|
|
69
|
|
||||
Total other income
|
3,122
|
|
|
23
|
|
|
19,119
|
|
|
69
|
|
||||
Equity in (loss) earnings from unconsolidated entities
|
(4,028
|
)
|
|
22,825
|
|
|
1,368
|
|
|
17,584
|
|
||||
Loss before income tax benefit
|
(21,939
|
)
|
|
(10,311
|
)
|
|
(47,539
|
)
|
|
(57,724
|
)
|
||||
Income tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net loss
|
(21,939
|
)
|
|
(10,311
|
)
|
|
(47,539
|
)
|
|
(57,724
|
)
|
||||
Less net loss attributable to noncontrolling interests
|
(11,920
|
)
|
|
(5,844
|
)
|
|
(27,128
|
)
|
|
(35,632
|
)
|
||||
Net loss attributable to the company
|
$
|
(10,019
|
)
|
|
$
|
(4,467
|
)
|
|
$
|
(20,411
|
)
|
|
$
|
(22,092
|
)
|
•
|
Our Newhall segment includes operating results for the Newhall Ranch community, as well as results attributable to other land historically owned by FPL, including 16,000 acres in Ventura County, The Tournament Players Club at Valencia Golf Course (which was sold in January 2018), and approximately 500 acres of remnant commercial, residential and open space land in Los Angeles County.
|
•
|
Our San Francisco segment includes operating results for the Candlestick Point and The San Francisco Shipyard communities, as well as results attributable to the development management services that we provide to affiliates of Lennar Corporation (“Lennar”) with respect to the Treasure Island community in the City of San Francisco and the Concord community in the San Francisco Bay Area.
|
•
|
Our Great Park segment includes operating results for the Great Park Neighborhoods community and development management services provided by the management company for the Great Park Venture.
|
•
|
Our Commercial segment includes the operating results of the Five Point Gateway Campus and property management services provided by the management company for the Gateway Commercial Venture.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
||||||||||||||
Statement of Operations Data
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Land sales
|
$
|
70
|
|
|
$
|
2,655
|
|
|
$
|
122
|
|
|
$
|
7,859
|
|
Land sales—related party
|
4
|
|
|
109
|
|
|
4
|
|
|
962
|
|
||||
Operating properties
|
1,354
|
|
|
2,501
|
|
|
5,342
|
|
|
6,983
|
|
||||
Total revenues
|
1,428
|
|
|
5,265
|
|
|
5,468
|
|
|
15,804
|
|
||||
Costs and expenses
|
|
|
|
|
|
|
|
||||||||
Land sales
|
14
|
|
|
1,197
|
|
|
104
|
|
|
3,166
|
|
||||
Operating properties
|
1,027
|
|
|
3,115
|
|
|
4,524
|
|
|
8,307
|
|
||||
Selling, general, and administrative
|
3,615
|
|
|
7,045
|
|
|
12,131
|
|
|
23,604
|
|
||||
Total costs and expenses
|
4,656
|
|
|
11,357
|
|
|
16,759
|
|
|
35,077
|
|
||||
Other income
|
60
|
|
|
23
|
|
|
6,922
|
|
|
69
|
|
||||
Segment loss
|
$
|
(3,168
|
)
|
|
$
|
(6,069
|
)
|
|
$
|
(4,369
|
)
|
|
$
|
(19,204
|
)
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
||||||||||||||
Statement of Operations Data
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Land sales—related party
|
$
|
221
|
|
|
$
|
584
|
|
|
$
|
663
|
|
|
$
|
84,589
|
|
Operating property
|
180
|
|
|
304
|
|
|
548
|
|
|
358
|
|
||||
Management services—related party
|
689
|
|
|
1,467
|
|
|
3,741
|
|
|
4,352
|
|
||||
Total revenues
|
1,090
|
|
|
2,355
|
|
|
4,952
|
|
|
89,299
|
|
||||
Costs and expenses
|
|
|
|
|
|
|
|
||||||||
Land sales
|
76
|
|
|
444
|
|
|
76
|
|
|
80,589
|
|
||||
Management services
|
219
|
|
|
183
|
|
|
830
|
|
|
503
|
|
||||
Selling, general, and administrative
|
5,281
|
|
|
7,266
|
|
|
18,211
|
|
|
20,772
|
|
||||
Total costs and expenses
|
5,576
|
|
|
7,893
|
|
|
19,117
|
|
|
101,864
|
|
||||
Segment loss
|
$
|
(4,486
|
)
|
|
$
|
(5,538
|
)
|
|
$
|
(14,165
|
)
|
|
$
|
(12,565
|
)
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
||||||||||||||
Statement of Operations Data
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Land sales
|
$
|
485
|
|
|
$
|
457,516
|
|
|
$
|
171,061
|
|
|
$
|
461,710
|
|
Land sales—related party
|
936
|
|
|
720
|
|
|
1,373
|
|
|
3,706
|
|
||||
Management services—related party
|
9,833
|
|
|
3,929
|
|
|
29,808
|
|
|
11,995
|
|
||||
Total revenues
|
11,254
|
|
|
462,165
|
|
|
202,242
|
|
|
477,411
|
|
||||
Costs and expenses
|
|
|
|
|
|
|
|
||||||||
Land sales
|
—
|
|
|
325,678
|
|
|
118,113
|
|
|
328,871
|
|
||||
Management services
|
6,465
|
|
|
2,389
|
|
|
19,706
|
|
|
7,375
|
|
||||
Selling, general, and administrative
|
9,365
|
|
|
6,364
|
|
|
26,157
|
|
|
18,444
|
|
||||
Management fees—related party
|
2,594
|
|
|
1,539
|
|
|
17,858
|
|
|
4,618
|
|
||||
Total costs and expenses
|
18,424
|
|
|
335,970
|
|
|
181,834
|
|
|
359,308
|
|
||||
Interest income
|
505
|
|
|
—
|
|
|
2,392
|
|
|
—
|
|
||||
Segment (loss) income
|
$
|
(6,665
|
)
|
|
$
|
126,195
|
|
|
$
|
22,800
|
|
|
$
|
118,103
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
||||||||||||||
Segment net (loss) income from operations
|
$
|
(6,665
|
)
|
|
$
|
126,195
|
|
|
$
|
22,800
|
|
|
$
|
118,103
|
|
Less net income of management company attributed to the Great Park segment
|
3,368
|
|
|
1,574
|
|
|
10,102
|
|
|
4,618
|
|
||||
Net (loss) income of Great Park Venture
|
(10,033
|
)
|
|
124,621
|
|
|
12,698
|
|
|
113,485
|
|
||||
The Company’s share of net (loss) income of the Great Park Venture
|
(3,762
|
)
|
|
46,733
|
|
|
4,762
|
|
|
42,557
|
|
||||
Basis difference accretion (amortization)
|
246
|
|
|
(23,770
|
)
|
|
(3,406
|
)
|
|
(24,835
|
)
|
||||
Equity in (loss) earnings from the Great Park Venture
|
$
|
(3,516
|
)
|
|
$
|
22,963
|
|
|
$
|
1,356
|
|
|
$
|
17,722
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||
|
2018
|
|
2018
|
||||
|
(in thousands)
|
||||||
Statement of Operations Data
|
|
|
|
||||
Revenues
|
|
|
|
||||
Rental and related income
|
$
|
6,299
|
|
|
$
|
19,245
|
|
Property management fees
|
637
|
|
|
817
|
|
||
Total revenues
|
6,936
|
|
|
20,062
|
|
||
Costs and expenses
|
|
|
|
||||
Rental operating expenses
|
1,106
|
|
|
2,773
|
|
||
Other expenses
|
5,876
|
|
|
16,456
|
|
||
Total costs and expenses
|
6,982
|
|
|
19,229
|
|
||
Segment (loss) income
|
$
|
(46
|
)
|
|
$
|
833
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||
|
2018
|
|
2018
|
||||
|
(in thousands)
|
||||||
Segment net (loss) income from operations
|
$
|
(46
|
)
|
|
$
|
833
|
|
Less net income of management company attributed to the Commercial segment
|
637
|
|
|
817
|
|
||
Net (loss) income of Gateway Commercial Venture
|
(683
|
)
|
|
16
|
|
||
Equity in (loss) earnings from the Gateway Commercial Venture
|
$
|
(512
|
)
|
|
$
|
12
|
|
|
Nine Months Ended September 30,
|
||||||
|
2018
|
|
2017
|
||||
Operating activities
|
$
|
(239,707
|
)
|
|
$
|
(29,163
|
)
|
Investing activities
|
(3,796
|
)
|
|
(56,710
|
)
|
||
Financing activities
|
(10,131
|
)
|
|
410,379
|
|
|
FIVE POINT HOLDINGS, LLC
|
|
|
||
By:
|
/s/ Emile Haddad
|
|
|
Emile Haddad
|
|
|
Chairman, President and
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
||
By:
|
/s/ Erik Higgins
|
|
|
Erik Higgins
|
|
|
Chief Financial Officer and Vice President
|
|
|
(Principal Financial Officer and
Principal Accounting Officer)
|
1 Year Five Point Chart |
1 Month Five Point Chart |
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