|
Delaware
|
|
27-0599397
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
15131 Alton Parkway, Suite 400
Irvine, California
(Address of Principal Executive Offices)
|
|
92618
(Zip code) |
Title of Each Class
|
Name of each exchange on which registered
|
Class A common shares
|
New York Stock Exchange
|
Large accelerated filer
|
o
|
|
Accelerated filer
|
x
|
Non-accelerated filer
|
o
|
|
Smaller reporting company
|
o
|
|
|
|
Emerging growth company
|
x
|
|
|
|
Page
|
PART I.
|
|
|
ITEM 1.
|
||
ITEM 1A.
|
||
ITEM 1B.
|
||
ITEM 2.
|
||
ITEM 3.
|
||
ITEM 4.
|
||
PART II.
|
|
|
ITEM 5.
|
||
ITEM 6.
|
||
ITEM 7.
|
||
ITEM 7A.
|
||
ITEM 8.
|
||
ITEM 9.
|
||
ITEM 9A.
|
||
ITEM 9B.
|
||
PART III.
|
|
|
ITEM 10.
|
||
ITEM 11.
|
||
ITEM 12.
|
||
ITEM 13.
|
||
ITEM 14.
|
||
PART IV.
|
|
|
ITEM 15.
|
||
ITEM 16.
|
||
|
|
|
Signatures
|
||
Financial Statement Schedule
|
•
|
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.
|
•
|
“acquired entities” refers, collectively, to the San Francisco Venture, the Great Park Venture and the management company, entities in which we acquired interests in the formation transactions;
|
•
|
“acres” refers to gross acres, which includes unsaleable land, such as land on which major roads will be constructed, public parks, water quality basins, school sites and open space;
|
•
|
“Castlelake” refers to Castlelake, L.P.;
|
•
|
“company,” “our company,” “us,” “we,” and “our” refer to Five Point Holdings, LLC, together with its consolidated subsidiaries;
|
•
|
“EB-5” refers to the Immigrant Investor Program under which employment-based visas are set aside for participants who invest in commercial enterprises associated with regional centers approved by the United States Citizenship and Immigration Services based on proposals for promoting economic growth;
|
•
|
“Five Point Gateway Campus” refers to approximately 73 acres of commercial land in the Great Park Neighborhoods, on which four buildings have been newly constructed with an aggregate of one million square feet of research and development and office space;
|
•
|
“formation transactions” refers to the transactions effected on May 2, 2016, in which, among other things, (1) we acquired an interest in, and became the managing member of, the San Francisco Venture, (2) the limited liability company agreement of the San Francisco Venture was amended and restated to provide for the possible future exchange of the remaining interests in the San Francisco Venture for interests in our operating company, (3) we acquired a 37.5% percentage interest in the Great Park Venture, and became the administrative member of the Great Park Venture, and (4) we acquired the management company. See “Part I, Item 1. Business—Structure and Formation of Our Company”;
|
•
|
“FP LP” refers to Five Point Communities, LP, a Delaware limited partnership;
|
•
|
“FP LP Class B partnership interests” or “Class B partnership interests in FP LP” refer to partnership interests in FP LP owned by Lennar and FPC-HF that are entitled to receive distributions equal to the amount of any incentive compensation payments under the amended and restated development management agreement that are attributable to payments on legacy interests in the Great Park Venture;
|
•
|
“FP Inc.” refers to Five Point Communities Management, Inc., a Delaware corporation, which is the general partner of, and owns a 0.5% Class A limited partnership interest in, FP LP;
|
•
|
“FPC-HF” refers to FPC-HF Venture I, LLC, a Delaware limited liability company, which is owned, directly or indirectly, by an affiliate of Castlelake, an affiliate of Lennar and certain employees of the management company;
|
•
|
“FPL” refers to our subsidiary, Five Point Land, LLC, a Delaware limited liability company, which owns Newhall Land & Farming;
|
•
|
“fully exchanged basis” assumes (1) the exchange of all outstanding Class A units of the operating company for our Class A common shares on a one-for-one basis, (2) the exchange of all outstanding Class A units of the San Francisco Venture for our Class A common shares on a one-for-one basis and (3) the conversion of all of our outstanding Class B common shares into Class A common shares;
|
•
|
|
•
|
“Gateway Commercial Venture” refers to Five Point Office Venture Holdings I, LLC, a Delaware limited liability company, which owns the Five Point Gateway Campus;
|
•
|
“Great Park Venture” refers to Heritage Fields LLC, a Delaware limited liability company, which is developing Great Park Neighborhoods;
|
•
|
“homes” includes single-family detached homes, single-family attached homes and apartments for rent;
|
•
|
“homesite” refers to a residential lot or a portion thereof on which a home will be built;
|
•
|
“legacy interests” refers to membership interests in the Great Park Venture, which are currently held by the entities that owned the Great Park Venture immediately prior to the formation transactions, and entitle them to receive priority distributions from the Great Park Venture in an aggregate amount equal to $565 million ($355 million of which has been paid);
|
•
|
“Lennar” refers to Lennar Corporation and its subsidiaries;
|
•
|
“Lennar-CL Venture” refers to a joint venture between Lennar and an affiliate of Castlelake, which acquired certain assets, and assumed certain liabilities, from the San Francisco Venture immediately prior to the formation transactions;
|
•
|
“management company” refers, collectively, to FP LP and FP Inc., which have historically managed the development of Great Park Neighborhoods and Newhall Ranch;
|
•
|
“Newhall Land & Farming” refers to The Newhall Land and Farming Company, a California limited partnership, which is developing Newhall Ranch;
|
•
|
“operating company” refers to Five Point Operating Company, LP, a Delaware limited partnership;
|
•
|
“our communities” refers to the communities that we are developing, including Newhall Ranch in Los Angeles County, Candlestick Point and The San Francisco Shipyard in the City of San Francisco, and Great Park Neighborhoods in Orange County, but excluding the Treasure Island community in the City of San Francisco and the Concord community in the San Francisco Bay Area, for which we are or have provided development management services, but in which we do not own any interest.
|
•
|
“percentage interests” refers to membership interests in the Great Park Venture that entitle the holders to receive all distributions from the Great Park Venture after priority distributions have been paid to the holders of the legacy interests in the Great Park Venture;
|
•
|
“San Francisco Agency” refers to the Office of Community Investment and Infrastructure, the successor to the Redevelopment Agency of the City and County of San Francisco;
|
•
|
“San Francisco Venture” refers to The Shipyard Communities, LLC, a Delaware limited liability company, which is developing Candlestick Point and The San Francisco Shipyard; and
|
•
|
“San Francisco Venture transactions” refers to the transactions effected on May 2, 2016, in which the San Francisco Venture agreed to transfer certain assets and liabilities to the Lennar-CL Venture. See “Part I, Item 1. Business—Our Communities—Candlestick Point and The San Francisco Shipyard.”
|
•
|
we acquired an interest in, and became the managing member of, the San Francisco Venture;
|
•
|
we acquired a 37.5% percentage interest in the Great Park Venture, and we became the administrative member of the Great Park Venture; and
|
•
|
we acquired the management company, which has historically managed the development of Great Park Neighborhoods and Newhall Ranch.
|
•
|
Attractive locations in desirable and supply constrained California coastal markets
|
•
|
Significant scale with favorable zoning and entitlements
|
•
|
Experienced and proven leadership
|
•
|
Expertise in partnering with governmental entities
|
•
|
Significant discretion in timing and amount of land development expenditures
|
•
|
Flexible capital structure with a conservative operating philosophy
|
•
|
Our Newhall segment includes the Newhall Ranch community, as well as other land historically owned by FPL, including 16,000 acres in Ventura County and approximately 500 acres of remnant commercial, residential and open space land in Los Angeles County.
|
•
|
Our San Francisco segment includes the Candlestick Point and The San Francisco Shipyard communities, as well as development management services that we provide to Lennar with respect to the Concord community in the San Francisco Bay Area.
|
•
|
Our Great Park segment includes the Great Park Neighborhoods community and development management services provided by the management company for the Great Park Venture.
|
•
|
Our Commercial segment includes the Five Point Gateway Campus and property management services provided by the management company for the Gateway Commercial Venture.
|
•
|
the size and scope of our mixed-use, master-planned communities;
|
•
|
the recreational and cultural amenities available within our communities;
|
•
|
the commercial centers in our communities;
|
•
|
our relationships with homebuilders; and
|
•
|
the proximity of our communities to major metropolitan areas.
|
•
|
downturns in economic conditions or demographic changes at the national, regional or local levels, particularly in the areas where our properties are located;
|
•
|
significant job losses and unemployment levels, which may decrease demand for our properties;
|
•
|
competition from other residential communities, retail properties, office properties or other commercial space;
|
•
|
inflation or increases in interest rates;
|
•
|
limitations on the availability, or increases in the cost, of financing for homebuilders, commercial builders or commercial buyers or mortgage financing for homebuyers;
|
•
|
limitations, reductions or eliminations of tax benefits for homeowners;
|
•
|
reductions in the level of demand for homes or retail or other commercial space in the areas where our properties are located;
|
•
|
fluctuations in energy costs;
|
•
|
decreases in the underlying value of properties in the areas where our properties are located;
|
•
|
increases in the supply of homes or retail or other commercial space in the areas where our properties are located;
|
•
|
declines in consumer confidence and spending; and
|
•
|
public perception that any of the above events may occur.
|
•
|
construction costs, which may exceed our original estimates due to increases in materials, labor or other costs, which could make the project less profitable;
|
•
|
permitting or construction delays, which may result in increased debt service expense and increased project costs, as well as deferred revenue;
|
•
|
unavailability of raw materials when needed, which may result in project delays, stoppages or interruptions, which could make the project less profitable;
|
•
|
federal, state and local grants to complete certain highways, interchange, bridge projects or other public improvements may not be available, which could increase costs and make the project less profitable;
|
•
|
claims for warranty, product liability and construction defects after a property has been built;
|
•
|
claims for injuries that occur in the course of construction activities;
|
•
|
poor performance or nonperformance by, or disputes with, any of our contractors, subcontractors or other third parties on whom we rely;
|
•
|
health and safety incidents and site accidents;
|
•
|
unforeseen engineering, environmental or geological problems, which may result in delays or increased costs;
|
•
|
labor stoppages, slowdowns or interruptions;
|
•
|
compliance with environmental planning and protection regulations and related legal proceedings;
|
•
|
liabilities, expenses or project delays, stoppages or interruptions as a result of challenges by third parties in legal proceedings;
|
•
|
delay or inability to acquire property, rights of way or easements, which may result in delays or increased costs; and
|
•
|
weather-related and geological interference, including landslides, earthquakes, floods, drought, wildfires and other events, which may result in delays or increased costs.
|
•
|
an exemption to include fewer than five years of selected financial data;
|
•
|
an exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal control over financial reporting; and
|
•
|
reduced disclosure about the emerging growth company’s executive compensation arrangements.
|
•
|
a requirement that the partners consent to a merger, consolidation or other combination involving the company or any sale, lease, exchange or other transfer of all or substantially all of our assets or all or any portion of our interest in the operating company unless certain criteria are satisfied; and
|
•
|
our ability, as sole managing general partner, to cause the operating company to issue units with terms that could delay, defer or prevent a merger or other change of control without the consent of the other partners.
|
•
|
there is no cumulative voting in the election of directors;
|
•
|
our board of directors is classified so that approximately one-third of the directors are elected at each annual meeting of shareholders;
|
•
|
our board of directors is authorized to issue “blank check” preferred shares to increase the number of outstanding shares without shareholder approval;
|
•
|
shareholder action by written consent is not permitted; and
|
•
|
there are advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon by shareholders at shareholder meetings.
|
•
|
our cash flow from operations may be insufficient to make required payments of principal of and interest on the debt, and a failure to pay would likely result in acceleration of such debt and could result in cross accelerations or cross defaults on other debt;
|
•
|
our debt may increase our vulnerability to adverse economic and industry conditions;
|
•
|
to the extent that we use a portion of our cash flow from operations to make payments on our debt, it reduces our funds available for operations, development, capital expenditures and future investment opportunities or other purposes;
|
•
|
debt covenants may limit our ability to borrow additional amounts for working capital, capital expenditures, debt service requirements, executing our development plan or other purposes;
|
•
|
restrictive debt covenants may limit our flexibility in operating our business, including limitations on our ability to make certain investments; incur additional indebtedness; create certain liens; incur obligations that restrict the ability of our subsidiaries to make payments to us; consolidate, merge or transfer all or substantially all of our assets; or enter into transactions with affiliates;
|
•
|
to the extent that our indebtedness bears interest at a variable rate (such as our revolving credit facility), we are exposed to the risk of increased interest rates;
|
•
|
debt covenants may limit our subsidiaries’ ability to make distributions to us; and
|
•
|
if any debt is refinanced, the terms of any refinancing may not be as favorable as the terms of the debt being refinanced.
|
•
|
the likelihood that an active trading market for our Class A common shares will be sustained;
|
•
|
the liquidity of any such market;
|
•
|
the ability of our shareholders to sell their Class A common shares; or
|
•
|
the price that our shareholders may obtain for their Class A common shares.
|
•
|
actual or anticipated variations in our quarterly results of operations;
|
•
|
changes in market valuations of similar companies;
|
•
|
announcements by us or our competitors of significant acquisitions or dispositions;
|
•
|
the market’s reaction to our reduced disclosure as a result of being an emerging growth company under the JOBS Act;
|
•
|
the operation and share price performance of other comparable companies;
|
•
|
our ability to implement our development plan;
|
•
|
changes in laws or regulations, or new interpretations or applications of laws and regulations, that are applicable to us;
|
•
|
additions or departures of key personnel;
|
•
|
actions by shareholders;
|
•
|
speculation in the press or investment community regarding us or factors or events that may directly or indirectly affect us;
|
•
|
general or specific market, economic and political conditions, including supply and demand factors in our markets, an economic slowdown or dislocation in the global credit markets;
|
•
|
general economic trends and other external factors, including those resulting from war, incidents of terrorism or responses to such events;
|
•
|
our operating performance, including changes in the status of our communities;
|
•
|
changes in accounting principles;
|
•
|
publication of research reports about us or the real estate industry;
|
•
|
future equity issuances;
|
•
|
our ability to raise capital on favorable terms;
|
•
|
a loss of any major funding source; and
|
•
|
the realization of any of the other risk factors presented in this report.
|
Name
|
|
|
Age
|
|
|
Position
|
|
Emile Haddad
|
|
|
60
|
|
|
|
Chairman, President and Chief Executive Officer
|
Erik R. Higgins
|
|
|
51
|
|
|
|
Chief Financial Officer and Vice President
|
Michael Alvarado
|
|
|
53
|
|
|
|
Chief Legal Officer, Vice President and Secretary
|
Lynn Jochim
|
|
|
55
|
|
|
|
Co-Chief Operating Officer
|
Kofi Bonner
|
|
|
63
|
|
|
|
Co-Chief Operating Officer
|
Greg McWilliams
|
|
|
67
|
|
|
|
Chief Policy Officer
|
|
December 31,
|
||||||||||||||
(In thousands)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||
FINANCIAL POSITION:
|
|
|
|
|
|
|
|
||||||||
Inventories
|
$
|
1,696,084
|
|
|
$
|
1,425,892
|
|
|
$
|
1,360,451
|
|
|
$
|
259,872
|
|
Cash and cash equivalents
|
495,694
|
|
|
848,478
|
|
|
62,304
|
|
|
108,657
|
|
||||
Marketable securities held to maturity
|
—
|
|
|
—
|
|
|
20,577
|
|
|
25,000
|
|
||||
Total assets
|
2,923,892
|
|
|
2,978,355
|
|
|
2,114,582
|
|
|
441,851
|
|
||||
Debt
|
557,004
|
|
|
560,618
|
|
|
69,387
|
|
|
8,577
|
|
||||
Total liabilities
|
1,075,375
|
|
|
1,072,746
|
|
|
606,469
|
|
|
93,418
|
|
||||
Total noncontrolling interests
|
1,261,491
|
|
|
1,320,208
|
|
|
1,265,197
|
|
|
87,511
|
|
||||
Total capital
|
1,848,517
|
|
|
1,905,609
|
|
|
1,508,113
|
|
|
348,433
|
|
•
|
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), 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 Lennar with respect to the Concord community in the San Francisco Bay Area. As of December 31, 2018, we terminated the services we provided under the development management agreement for the Treasure Island community.
|
•
|
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.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Statement of Operations Data
|
|
|
|
|
|
||||||
REVENUES:
|
|
|
|
|
|
||||||
Land sales
|
$
|
133
|
|
|
$
|
17,257
|
|
|
$
|
9,561
|
|
Land sales—related party
|
900
|
|
|
87,556
|
|
|
2,512
|
|
|||
Management services—related party
|
40,976
|
|
|
22,517
|
|
|
16,856
|
|
|||
Operating properties
|
6,981
|
|
|
12,101
|
|
|
10,439
|
|
|||
Total revenues
|
48,990
|
|
|
139,431
|
|
|
39,368
|
|
|||
COSTS AND EXPENSES:
|
|
|
|
|
|
||||||
Land sales
|
(165
|
)
|
|
84,659
|
|
|
356
|
|
|||
Management services
|
23,962
|
|
|
10,791
|
|
|
9,122
|
|
|||
Operating properties
|
5,077
|
|
|
11,450
|
|
|
10,656
|
|
|||
Selling, general, and administrative
|
98,983
|
|
|
122,367
|
|
|
120,724
|
|
|||
Management fees—related party
|
—
|
|
|
—
|
|
|
1,716
|
|
|||
Total costs and expenses
|
127,857
|
|
|
229,267
|
|
|
142,574
|
|
|||
OTHER INCOME:
|
|
|
|
|
|
||||||
Adjustment to payable pursuant to tax receivable agreement
|
1,928
|
|
|
105,586
|
|
|
—
|
|
|||
Interest income
|
11,767
|
|
|
2,577
|
|
|
—
|
|
|||
Miscellaneous
|
8,573
|
|
|
93
|
|
|
57
|
|
|||
Total other income
|
22,268
|
|
|
108,256
|
|
|
57
|
|
|||
EQUITY IN (LOSS) EARNINGS FROM UNCONSOLIDATED ENTITIES
|
(2,163
|
)
|
|
5,776
|
|
|
(1,356
|
)
|
|||
(LOSS) INCOME BEFORE INCOME TAX (PROVISION) BENEFIT
|
(58,762
|
)
|
|
24,196
|
|
|
(104,505
|
)
|
|||
INCOME TAX (PROVISION) BENEFIT
|
(9,183
|
)
|
|
—
|
|
|
7,888
|
|
|||
NET (LOSS) INCOME
|
(67,945
|
)
|
|
24,196
|
|
|
(96,617
|
)
|
|||
LESS NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
(33,231
|
)
|
|
(49,039
|
)
|
|
(63,351
|
)
|
|||
NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY
|
$
|
(34,714
|
)
|
|
$
|
73,235
|
|
|
$
|
(33,266
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Statement of Operations Data
|
|
|
|
|
|
||||||
Revenues
|
|
|
|
|
|
||||||
Land sales
|
$
|
133
|
|
|
$
|
17,257
|
|
|
$
|
9,561
|
|
Land sales—related party
|
16
|
|
|
2,746
|
|
|
2,107
|
|
|||
Operating properties
|
6,252
|
|
|
11,565
|
|
|
10,376
|
|
|||
Total revenues
|
6,401
|
|
|
31,568
|
|
|
22,044
|
|
|||
Costs and expenses
|
|
|
|
|
|
||||||
Land sales
|
(241
|
)
|
|
3,201
|
|
|
356
|
|
|||
Operating properties
|
5,077
|
|
|
11,450
|
|
|
10,656
|
|
|||
Selling, general, and administrative
|
15,391
|
|
|
29,371
|
|
|
32,076
|
|
|||
Management fees—related party
|
—
|
|
|
—
|
|
|
1,716
|
|
|||
Total costs and expenses
|
20,227
|
|
|
44,022
|
|
|
44,804
|
|
|||
Other income
|
7,024
|
|
|
96
|
|
|
57
|
|
|||
Segment loss
|
$
|
(6,802
|
)
|
|
$
|
(12,358
|
)
|
|
$
|
(22,703
|
)
|
|
Year ended December 31,
|
|
Year ended December 31,
|
|
Period from May 2, 2016 to December 31,
|
||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Statement of Operations Data
|
|
|
|
|
|
||||||
Revenues
|
|
|
|
|
|
||||||
Land sales—related party
|
$
|
884
|
|
|
$
|
84,810
|
|
|
$
|
405
|
|
Operating property
|
729
|
|
|
536
|
|
|
62
|
|
|||
Management services—related party
|
4,397
|
|
|
5,841
|
|
|
3,532
|
|
|||
Total revenues
|
6,010
|
|
|
91,187
|
|
|
3,999
|
|
|||
Costs and expenses
|
|
|
|
|
|
||||||
Land sales
|
76
|
|
|
81,458
|
|
|
—
|
|
|||
Management services
|
1,015
|
|
|
709
|
|
|
110
|
|
|||
Selling, general, and administrative
|
22,979
|
|
|
28,288
|
|
|
18,093
|
|
|||
Total costs and expenses
|
24,070
|
|
|
110,455
|
|
|
18,203
|
|
|||
Segment loss
|
$
|
(18,060
|
)
|
|
$
|
(19,268
|
)
|
|
$
|
(14,204
|
)
|
|
Year ended December 31,
|
|
Year ended December 31,
|
|
Period from May 2, 2016 to December 31,
|
||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Statement of Operations Data
|
|
|
|
|
|
||||||
Revenues
|
|
|
|
|
|
||||||
Land sales
|
$
|
171,775
|
|
|
$
|
473,234
|
|
|
$
|
15,719
|
|
Land sales—related party
|
3,914
|
|
|
7,700
|
|
|
6,786
|
|
|||
Management services—related party
|
35,090
|
|
|
16,239
|
|
|
13,325
|
|
|||
Total revenues
|
210,779
|
|
|
497,173
|
|
|
35,830
|
|
|||
Costs and expenses
|
|
|
|
|
|
||||||
Land sales
|
118,115
|
|
|
339,100
|
|
|
12,093
|
|
|||
Management services
|
22,947
|
|
|
10,082
|
|
|
9,012
|
|
|||
Selling, general, and administrative
|
32,322
|
|
|
27,115
|
|
|
18,806
|
|
|||
Management fees—related party
|
24,999
|
|
|
80,883
|
|
|
75,310
|
|
|||
Total costs and expenses
|
198,383
|
|
|
457,180
|
|
|
115,221
|
|
|||
Interest income
|
2,815
|
|
|
2,226
|
|
|
11,723
|
|
|||
Segment income (loss)
|
$
|
15,211
|
|
|
$
|
42,219
|
|
|
$
|
(67,668
|
)
|
|
Year ended December 31,
|
|
Year ended December 31,
|
|
Period from May 2, 2016 to December 31,
|
||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Segment net income (loss) from operations
|
$
|
15,211
|
|
|
$
|
42,219
|
|
|
$
|
(67,668
|
)
|
Less net income of management company attributed to the Great Park segment
|
12,143
|
|
|
6,157
|
|
|
4,312
|
|
|||
Net income (loss) of Great Park Venture
|
3,068
|
|
|
36,062
|
|
|
(71,980
|
)
|
|||
The Company’s share of net income (loss) of the Great Park Venture
|
1,151
|
|
|
13,523
|
|
|
(26,992
|
)
|
|||
Basis difference (amortization) accretion
|
(2,057
|
)
|
|
(7,763
|
)
|
|
25,636
|
|
|||
Equity in (loss) earnings from Great Park Venture
|
$
|
(906
|
)
|
|
$
|
5,760
|
|
|
$
|
(1,356
|
)
|
|
Year ended December 31,
|
|
Period from August 4, 2017 to December 31,
|
||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Statement of Operations Data
|
|
|
|
||||
Revenues
|
|
|
|
||||
Rental and related income
|
$
|
26,580
|
|
|
$
|
9,245
|
|
Property management fees
|
1,489
|
|
|
437
|
|
||
Total revenues
|
28,069
|
|
|
9,682
|
|
||
Costs and expenses
|
|
|
|
||||
Rental operating expenses
|
4,705
|
|
|
1,049
|
|
||
Interest
|
11,563
|
|
|
3,629
|
|
||
Depreciation
|
7,632
|
|
|
2,834
|
|
||
Amortization
|
4,098
|
|
|
1,670
|
|
||
Other expenses
|
258
|
|
|
42
|
|
||
Total costs and expenses
|
28,256
|
|
|
9,224
|
|
||
Segment (loss) income
|
$
|
(187
|
)
|
|
$
|
458
|
|
|
Year ended December 31,
|
|
Period from August 4, 2017 to December 31,
|
||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Segment net (loss) income from operations
|
$
|
(187
|
)
|
|
$
|
458
|
|
Less net income of management company attributed to the Commercial segment
|
1,489
|
|
|
437
|
|
||
Net (loss) income of Gateway Commercial Venture
|
(1,676
|
)
|
|
21
|
|
||
Equity in (loss) earnings from Gateway Commercial Venture
|
$
|
(1,257
|
)
|
|
$
|
16
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Operating activities
|
$
|
(343,296
|
)
|
|
$
|
(58,143
|
)
|
|
$
|
(124,637
|
)
|
Investing activities
|
579
|
|
|
(56,765
|
)
|
|
81,753
|
|
|||
Financing activities
|
(10,131
|
)
|
|
900,206
|
|
|
(5,043
|
)
|
|
Year ended December 31,
|
||||
|
2018
|
|
2017
|
||
Class A units of the operating company:
|
|
|
|
||
Held by us
|
66,810,980
|
|
|
62,314,850
|
|
Held by noncontrolling interest members
|
41,404,961
|
|
|
43,984,228
|
|
|
108,215,941
|
|
|
106,299,078
|
|
Class A units of the San Francisco Venture held by noncontrolling interest members
|
37,433,775
|
|
|
37,479,205
|
|
|
145,649,716
|
|
|
143,778,283
|
|
|
Payment due by period
|
||||||||||||||||||
|
(in thousands)
|
||||||||||||||||||
|
Total
|
|
Less than
1 year |
|
1-3 years
|
|
3-5 years
|
|
More than
5 years |
||||||||||
Notes payable (1)
|
$
|
500,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
500,000
|
|
Interest commitment on senior notes
|
275,625
|
|
|
39,375
|
|
|
78,750
|
|
|
78,750
|
|
|
78,750
|
|
|||||
Operating lease obligations
|
39,967
|
|
|
5,790
|
|
|
10,109
|
|
|
11,003
|
|
|
13,065
|
|
|||||
Water purchase agreement (2)
|
36,330
|
|
|
1,233
|
|
|
2,588
|
|
|
2,759
|
|
|
29,750
|
|
|||||
Interchange funding agreement (3)
|
8,800
|
|
|
8,800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Newhall Ranch approval settlement (4)
|
36,490
|
|
|
18,745
|
|
|
4,245
|
|
|
9,000
|
|
|
4,500
|
|
|||||
Related party EB-5 loan reimbursements (5)
|
107,594
|
|
|
42,876
|
|
|
64,718
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
1,004,806
|
|
|
$
|
116,819
|
|
|
$
|
160,410
|
|
|
$
|
101,512
|
|
|
$
|
626,065
|
|
(1)
|
The amounts presented exclude our promissory note issued to an affiliate of Macerich in the amount of $65.1 million and associated accrued interest. It was anticipated that upon completion of certain conditions, including the conveyance of the Retail Project Property to the Mall Venture, the Macerich Member, in several steps, would cause the Macerich Note to be distributed to the Company, resulting in the extinguishment of the Macerich Note. However, in early 2019, we and the members of the Mall Venture determined not to proceed with the Retail Project and we repaid Macerich $65.1 million plus approximately $5.5 million of accrued interest associated with the Macerich Note.
|
(2)
|
We are subject to a water purchase agreement requiring annual payments in exchange for the delivery of water for our exclusive use. The agreement has an initial 35-year term, which expires in 2039 with an option for a second 35-year term.
|
(3)
|
In January 2012, we entered into an agreement with Los Angeles County pursuant to which we agreed to finance construction costs of an interchange project that Los Angeles County is managing. The interchange project is a critical infrastructure project that will benefit Newhall Ranch. Under the agreement, we have committed to pay the remainder of the actual construction costs, up to $8.8 million. We currently expect this amount to be paid within twelve months of December 31, 2018.
|
(4)
|
In September 2017, we reached a settlement with key national and state environmental and Native American organizations that were petitioners in various legal challenges to Newhall Ranch’s regulatory approvals and permits. Under the settlement terms, we agreed to fund certain environmental and cultural investments and protections at Newhall Ranch and the surrounding region.
|
(5)
|
Beginning in October 2013, certain subsidiaries of the San Francisco Venture entered into EB-5 loan agreements with lenders that are authorized by the United States Citizenship and Immigration Services to raise capital from foreign nationals who seek to obtain permanent residency in the United States. On May 2, 2016, in connection with the Separation Transaction, the Lennar-CL Venture assumed the EB-5 loan liabilities, and the San Francisco Venture entered into reimbursement agreements pursuant to which it agreed to reimburse the Lennar-CL Venture for a portion of the EB-5 loan liabilities and related interest. The amounts set forth in the above table include interest based on the weighted average interest rate of 4.1%. In January 2019, one of the reimbursement agreements was amended to defer principal payments by six months, resulting in approximately $16.5 million in principal payments shifting from less than one year obligations to one to three year obligations per the table above.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
NET (LOSS) INCOME
|
$
|
(67,945
|
)
|
|
$
|
24,196
|
|
|
$
|
(96,617
|
)
|
OTHER COMPREHENSIVE (LOSS) INCOME:
|
|
|
|
|
|
||||||
Net actuarial (loss) gain on defined benefit pension plan
|
(1,252
|
)
|
|
611
|
|
|
(332
|
)
|
|||
Reclassification of actuarial loss on defined benefit pension plan included in net (loss) income
|
90
|
|
|
113
|
|
|
91
|
|
|||
Other comprehensive (loss) income before taxes
|
(1,162
|
)
|
|
724
|
|
|
(241
|
)
|
|||
INCOME TAX (PROVISION) BENEFIT RELATED TO OTHER COMPREHENSIVE (LOSS) INCOME
|
—
|
|
|
—
|
|
|
(8
|
)
|
|||
OTHER COMPREHENSIVE (LOSS) INCOME—Net of tax
|
(1,162
|
)
|
|
724
|
|
|
(249
|
)
|
|||
COMPREHENSIVE (LOSS) INCOME
|
(69,107
|
)
|
|
24,920
|
|
|
(96,866
|
)
|
|||
LESS COMPREHENSIVE LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
(33,675
|
)
|
|
(48,737
|
)
|
|
(63,522
|
)
|
|||
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY
|
$
|
(35,432
|
)
|
|
$
|
73,657
|
|
|
$
|
(33,344
|
)
|
|
Class A
Units |
|
Class B
Units |
|
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 - January 1, 2016
|
36,627,847
|
|
|
12,792,948
|
|
|
—
|
|
|
—
|
|
|
$
|
245,829
|
|
|
$
|
17,872
|
|
|
$
|
(2,779
|
)
|
|
$
|
260,922
|
|
|
$
|
87,511
|
|
|
$
|
348,433
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,266
|
)
|
|
—
|
|
|
(33,266
|
)
|
|
(63,351
|
)
|
|
(96,617
|
)
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,746
|
|
|
—
|
|
|
—
|
|
|
27,746
|
|
|
—
|
|
|
27,746
|
|
||||||
Reacquisition of share-based compensation for tax-withholding purposes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(381
|
)
|
|
—
|
|
|
—
|
|
|
(381
|
)
|
|
—
|
|
|
(381
|
)
|
||||||
Conversion of Class A units to Class A common shares
|
(36,627,847
|
)
|
|
—
|
|
|
36,627,847
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Cancellation of Class B units
|
—
|
|
|
(12,792,948
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Sale of Class B Common Shares
|
—
|
|
|
—
|
|
|
—
|
|
|
74,320,576
|
|
|
470
|
|
|
—
|
|
|
—
|
|
|
470
|
|
|
—
|
|
|
470
|
|
||||||
Formation Transactions
|
—
|
|
|
—
|
|
|
798,161
|
|
|
—
|
|
|
119,208
|
|
|
—
|
|
|
388
|
|
|
119,596
|
|
|
1,241,208
|
|
|
1,360,804
|
|
||||||
Initial liability recognized under tax receivable agreement—net of tax benefit of $69,752
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(132,093
|
)
|
|
—
|
|
|
—
|
|
|
(132,093
|
)
|
|
—
|
|
|
(132,093
|
)
|
||||||
Other comprehensive loss—net of tax of $8-actuarial loss on pension plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(78
|
)
|
|
(78
|
)
|
|
(171
|
)
|
|
(249
|
)
|
||||||
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 income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73,235
|
|
|
—
|
|
|
73,235
|
|
|
(49,039
|
)
|
|
24,196
|
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,421
|
|
|
—
|
|
|
—
|
|
|
18,421
|
|
|
—
|
|
|
18,421
|
|
||||||
Reacquisition of share-based compensation for tax-withholding purposes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,480
|
)
|
|
—
|
|
|
—
|
|
|
(6,480
|
)
|
|
—
|
|
|
(6,480
|
)
|
||||||
Settlement of restricted share units for Class A common shares
|
—
|
|
|
—
|
|
|
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-actuarial gain on pension plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
422
|
|
|
422
|
|
|
302
|
|
|
724
|
|
||||||
Adjustment of noncontrolling interest in the Operating Company
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,340
|
)
|
|
—
|
|
|
(408
|
)
|
|
(3,748
|
)
|
|
3,748
|
|
|
—
|
|
||||||
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
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34,714
|
)
|
|
—
|
|
|
(34,714
|
)
|
|
(33,231
|
)
|
|
(67,945
|
)
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,464
|
|
|
—
|
|
|
—
|
|
|
11,464
|
|
|
—
|
|
|
11,464
|
|
||||||
Reacquisition of share-based compensation for tax-withholding purposes
|
—
|
|
|
—
|
|
|
(68,886
|
)
|
|
—
|
|
|
(5,131
|
)
|
|
—
|
|
|
—
|
|
|
(5,131
|
)
|
|
—
|
|
|
(5,131
|
)
|
||||||
Settlement of restricted share units for Class A common shares
|
—
|
|
|
—
|
|
|
319,783
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Issuance of share-based compensation awards, net of forfeitures
|
—
|
|
|
—
|
|
|
1,619,752
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other comprehensive loss—net of tax of $0-actuarial gain on pension plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(718
|
)
|
|
(718
|
)
|
|
(444
|
)
|
|
(1,162
|
)
|
||||||
Redemption of noncontrolling interests
|
—
|
|
|
—
|
|
|
2,625,481
|
|
|
(2,624,697
|
)
|
|
30,190
|
|
|
—
|
|
|
(102
|
)
|
|
30,088
|
|
|
(30,088
|
)
|
|
—
|
|
||||||
Adjustment to liability recognized under tax receivable agreement—net of tax of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,963
|
)
|
|
—
|
|
|
—
|
|
|
(18,963
|
)
|
|
—
|
|
|
(18,963
|
)
|
||||||
Adjustment of noncontrolling interest in the Operating Company
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,946
|
|
|
—
|
|
|
(31
|
)
|
|
8,915
|
|
|
(8,915
|
)
|
|
—
|
|
||||||
BALANCE - December 31, 2018
|
—
|
|
|
—
|
|
|
66,810,980
|
|
|
78,838,736
|
|
|
$
|
556,521
|
|
|
$
|
33,811
|
|
|
$
|
(3,306
|
)
|
|
$
|
587,026
|
|
|
$
|
1,261,491
|
|
|
$
|
1,848,517
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(67,945
|
)
|
|
$
|
24,196
|
|
|
$
|
(96,617
|
)
|
Adjustments to reconcile net (loss) income to net cash used in operating activities:
|
|
|
|
|
|
||||||
Equity in loss (earnings) from unconsolidated entities
|
2,163
|
|
|
(5,776
|
)
|
|
1,356
|
|
|||
Deferred income taxes
|
9,183
|
|
|
—
|
|
|
(7,888
|
)
|
|||
Depreciation and amortization
|
13,260
|
|
|
1,508
|
|
|
3,042
|
|
|||
Noncash adjustment of payable pursuant to tax receivable agreement liability
|
(1,928
|
)
|
|
(105,586
|
)
|
|
—
|
|
|||
Gain on sale of golf club operating properties
|
(6,700
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on insurance proceeds for damaged property
|
(1,566
|
)
|
|
—
|
|
|
—
|
|
|||
Share-based compensation
|
11,464
|
|
|
18,421
|
|
|
27,746
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Inventories
|
(278,008
|
)
|
|
(64,523
|
)
|
|
(61,746
|
)
|
|||
Related party assets
|
(17,787
|
)
|
|
49,253
|
|
|
14,230
|
|
|||
Other assets
|
(1,073
|
)
|
|
(923
|
)
|
|
(479
|
)
|
|||
Accounts payable and other liabilities
|
(5,714
|
)
|
|
59,774
|
|
|
11,237
|
|
|||
Related party liabilities
|
1,355
|
|
|
(34,487
|
)
|
|
(15,518
|
)
|
|||
Net cash used in operating activities
|
(343,296
|
)
|
|
(58,143
|
)
|
|
(124,637
|
)
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from the maturity of marketable securities
|
—
|
|
|
45,210
|
|
|
25,000
|
|
|||
Purchase of marketable securities
|
—
|
|
|
(25,233
|
)
|
|
(20,763
|
)
|
|||
Distribution from Gateway Commercial Venture
|
6,450
|
|
|
—
|
|
|
—
|
|
|||
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 club operating properties
|
5,685
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from insurance on damaged property
|
1,749
|
|
|
—
|
|
|
—
|
|
|||
Cash acquired in Formation Transactions, net of consideration paid
|
—
|
|
|
—
|
|
|
3,213
|
|
|||
Cash from former San Francisco Venture members in relation to Formation Transactions
|
—
|
|
|
30,000
|
|
|
90,000
|
|
|||
Cash paid to former San Francisco Venture members in relation to Separation Agreement
|
—
|
|
|
—
|
|
|
(14,606
|
)
|
|||
Purchase of properties and equipment
|
(3,105
|
)
|
|
(242
|
)
|
|
(1,091
|
)
|
|||
Net cash provided by (used in) investing activities
|
579
|
|
|
(56,765
|
)
|
|
81,753
|
|
|||
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
|
|
|
470
|
|
|||
Proceeds from senior notes offering
|
—
|
|
|
500,000
|
|
|
—
|
|
|||
Proceeds from issuance of Class A Common Units in private placement
|
—
|
|
|
100,000
|
|
|
—
|
|
|||
Principal payment on settlement note
|
(5,000
|
)
|
|
—
|
|
|
(5,000
|
)
|
|||
Payment of equity offering costs
|
—
|
|
|
(2,499
|
)
|
|
—
|
|
|||
Reacquisition of share-based compensation awards for tax-withholding purposes
|
(5,131
|
)
|
|
(6,480
|
)
|
|
(381
|
)
|
|||
Payment of financing costs
|
—
|
|
|
(10,558
|
)
|
|
(132
|
)
|
|||
Net cash (used in) provided by financing activities
|
(10,131
|
)
|
|
900,206
|
|
|
(5,043
|
)
|
|||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH
|
(352,848
|
)
|
|
785,298
|
|
|
(47,927
|
)
|
|||
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period
|
849,945
|
|
|
64,647
|
|
|
112,574
|
|
|||
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH—End of period
|
$
|
497,097
|
|
|
$
|
849,945
|
|
|
$
|
64,647
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Gain on sale of golf club operating property
|
$
|
6,700
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Gain on insurance claims
|
1,566
|
|
|
—
|
|
|
—
|
|
|||
Net periodic pension benefit
|
307
|
|
|
93
|
|
|
57
|
|
|||
Total miscellaneous other income
|
$
|
8,573
|
|
|
$
|
93
|
|
|
$
|
57
|
|
|
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
|
|
|
Year Ended December 31, 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
|
$
|
876
|
|
|
$
|
(876
|
)
|
|
$
|
—
|
|
NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
|
786,174
|
|
|
(876
|
)
|
|
785,298
|
|
|||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period
|
62,304
|
|
|
2,343
|
|
|
64,647
|
|
|||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period
|
848,478
|
|
|
1,467
|
|
|
849,945
|
|
|
Year Ended December 31, 2016
|
||||||||||
|
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
|
$
|
1,574
|
|
|
$
|
(1,574
|
)
|
|
$
|
—
|
|
NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
|
(46,353
|
)
|
|
(1,574
|
)
|
|
(47,927
|
)
|
|||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period
|
108,657
|
|
|
3,917
|
|
|
112,574
|
|
|||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period
|
62,304
|
|
|
2,343
|
|
|
64,647
|
|
Statement of Operations
|
|
|
|
|
|
||||||
|
Year Ended December 31, 2018
|
||||||||||
|
As Reported
|
|
Balances without Adoption of ASC 606
|
|
Effect of Change
|
||||||
REVENUES:
|
|
|
|
|
|
||||||
Land sales
|
$
|
133
|
|
|
$
|
486
|
|
|
$
|
(353
|
)
|
Land sales—related party
|
900
|
|
|
497
|
|
|
403
|
|
|||
Management services—related party
|
40,976
|
|
|
23,055
|
|
|
17,921
|
|
|||
Operating properties
|
6,981
|
|
|
6,667
|
|
|
314
|
|
|||
COSTS AND EXPENSES:
|
|
|
|
|
|
||||||
Land sales
|
(165
|
)
|
|
(378
|
)
|
|
213
|
|
|||
Management services
|
23,962
|
|
|
11,506
|
|
|
12,456
|
|
|||
Operating properties
|
5,077
|
|
|
4,935
|
|
|
142
|
|
|||
EQUITY IN (LOSS) EARNINGS FROM UNCONSOLIDATED ENTITIES
|
(2,163
|
)
|
|
(2,399
|
)
|
|
236
|
|
|||
NET LOSS
|
(67,945
|
)
|
|
(73,654
|
)
|
|
5,709
|
|
|||
NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
(33,231
|
)
|
|
(36,023
|
)
|
|
2,792
|
|
|||
NET LOSS ATTRIBUTABLE TO THE COMPANY
|
(34,714
|
)
|
|
(37,631
|
)
|
|
2,917
|
|
Balance Sheet
|
|
|
|
|
|
||||||
|
December 31, 2018
|
||||||||||
|
As Reported
|
|
Balances without Adoption of ASC 606
|
|
Effect of Change
|
||||||
ASSETS
|
|
|
|
|
|
||||||
Inventories
|
$
|
1,696,084
|
|
|
$
|
1,698,630
|
|
|
$
|
(2,546
|
)
|
Investment in unconsolidated entities
|
532,899
|
|
|
529,596
|
|
|
3,303
|
|
|||
Intangible asset, net—related party
|
95,917
|
|
|
127,593
|
|
|
(31,676
|
)
|
|||
Related party assets
|
61,039
|
|
|
11,205
|
|
|
49,834
|
|
|||
Other assets
|
9,179
|
|
|
8,522
|
|
|
657
|
|
|||
LIABILITIES
|
|
|
|
|
|
||||||
Accounts payable and other liabilities
|
161,139
|
|
|
162,588
|
|
|
(1,449
|
)
|
|||
Related party liabilities
|
178,540
|
|
|
187,873
|
|
|
(9,333
|
)
|
|||
CAPITAL
|
|
|
|
|
|
||||||
Retained earnings
|
33,811
|
|
|
20,210
|
|
|
13,601
|
|
|||
Noncontrolling interest
|
1,261,491
|
|
|
1,244,738
|
|
|
16,753
|
|
|
Year Ended December 31, 2018
|
||||||||||||||||||
|
Newhall
|
|
San Francisco
|
|
Great Park
|
|
Commercial
|
|
Total
|
||||||||||
Land sales
|
$
|
149
|
|
|
$
|
884
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,033
|
|
Management services
|
—
|
|
|
4,397
|
|
|
35,090
|
|
|
1,489
|
|
|
40,976
|
|
|||||
Operating properties
|
3,878
|
|
|
729
|
|
|
—
|
|
|
—
|
|
|
4,607
|
|
|||||
Total revenues subject to ASC 606
|
4,027
|
|
|
6,010
|
|
|
35,090
|
|
|
1,489
|
|
|
46,616
|
|
|||||
Operating properties leasing revenues
|
2,374
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,374
|
|
|||||
Total Revenues
|
$
|
6,401
|
|
|
$
|
6,010
|
|
|
$
|
35,090
|
|
|
$
|
1,489
|
|
|
$
|
48,990
|
|
Class A Common Units in the Operating Company
|
378,578
|
|
|
Class A units at 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
|
|
|
2016
|
||
Revenue
|
$
|
15,223
|
|
Loss
|
$
|
(11,992
|
)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Land sale revenues
|
$
|
175,689
|
|
|
$
|
480,934
|
|
|
$
|
22,505
|
|
Cost of land sales
|
(118,115
|
)
|
|
(339,100
|
)
|
|
(12,093
|
)
|
|||
Other costs and expenses
|
(54,506
|
)
|
|
(105,772
|
)
|
|
(82,392
|
)
|
|||
Net income (loss) of Great Park Venture
|
$
|
3,068
|
|
|
$
|
36,062
|
|
|
$
|
(71,980
|
)
|
The Company’s share of net income (loss)
|
$
|
1,151
|
|
|
$
|
13,523
|
|
|
$
|
(26,992
|
)
|
Basis difference (amortization) accretion
|
(2,057
|
)
|
|
(7,763
|
)
|
|
25,636
|
|
|||
Equity in (loss) earnings from Great Park Venture
|
$
|
(906
|
)
|
|
$
|
5,760
|
|
|
$
|
(1,356
|
)
|
|
2018
|
|
2017
|
||||
Inventories
|
$
|
1,059,717
|
|
|
$
|
1,089,513
|
|
Cash and cash equivalents
|
60,663
|
|
|
336,313
|
|
||
Receivable and other assets
|
33,836
|
|
|
21,778
|
|
||
Total assets
|
$
|
1,154,216
|
|
|
$
|
1,447,604
|
|
Accounts payable and other liabilities
|
$
|
152,809
|
|
|
$
|
225,588
|
|
Redeemable Legacy Interests
|
209,967
|
|
|
445,000
|
|
||
Capital (Percentage Interest)
|
791,440
|
|
|
777,016
|
|
||
Total liabilities and capital
|
$
|
1,154,216
|
|
|
$
|
1,447,604
|
|
The Company’s share of capital in Great Park Venture
|
$
|
296,790
|
|
|
$
|
291,381
|
|
Unamortized basis difference
|
128,863
|
|
|
132,111
|
|
||
The Company’s investment in the Great Park Venture
|
$
|
425,653
|
|
|
$
|
423,492
|
|
|
2018
|
|
2017
|
||||
Rental revenues
|
$
|
26,580
|
|
|
$
|
9,245
|
|
Rental operating and other expenses
|
(4,963
|
)
|
|
(1,091
|
)
|
||
Depreciation and amortization
|
(11,730
|
)
|
|
(4,504
|
)
|
||
Interest expense
|
(11,563
|
)
|
|
(3,629
|
)
|
||
Net (loss) income of Gateway Commercial Venture
|
$
|
(1,676
|
)
|
|
$
|
21
|
|
Equity in (loss) earnings from Gateway Commercial Venture
|
$
|
(1,257
|
)
|
|
$
|
16
|
|
|
2018
|
|
2017
|
||||
Real estate and related intangible assets, net
|
$
|
464,123
|
|
|
$
|
448,795
|
|
Other assets
|
14,833
|
|
|
7,211
|
|
||
Total assets
|
$
|
478,956
|
|
|
$
|
456,006
|
|
Notes payable, net
|
$
|
295,440
|
|
|
$
|
286,795
|
|
Other liabilities, net
|
40,521
|
|
|
27,190
|
|
||
Members’ capital
|
142,995
|
|
|
142,021
|
|
||
Total liabilities and capital
|
$
|
478,956
|
|
|
$
|
456,006
|
|
The Company’s investment in the Gateway Commercial Venture
|
$
|
107,246
|
|
|
$
|
106,516
|
|
|
2018
|
|
2017
|
||||
Agriculture operating properties and equipment
|
$
|
29,975
|
|
|
$
|
29,689
|
|
Other
|
7,166
|
|
|
4,890
|
|
||
Total properties and equipment
|
37,141
|
|
|
34,579
|
|
||
Accumulated depreciation
|
(5,464
|
)
|
|
(4,923
|
)
|
||
Properties and equipment, net
|
$
|
31,677
|
|
|
$
|
29,656
|
|
|
2018
|
|
2017
|
||||
Gross carrying amount
|
$
|
129,705
|
|
|
$
|
129,705
|
|
Accumulated amortization
|
(33,788
|
)
|
|
(2,112
|
)
|
||
Net book value
|
$
|
95,917
|
|
|
$
|
127,593
|
|
|
2018
|
|
2017
|
||||
Assets:
|
|
|
|
||||
Contract asset (see Note 3)
|
$
|
49,834
|
|
|
$
|
—
|
|
Prepaid rent
|
5,972
|
|
|
—
|
|
||
Other
|
5,233
|
|
|
3,158
|
|
||
|
$
|
61,039
|
|
|
$
|
3,158
|
|
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
|
1,978
|
|
|
248
|
|
||
|
$
|
178,540
|
|
|
$
|
186,670
|
|
|
2018
|
|
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
|
(8,126
|
)
|
|
(9,512
|
)
|
||
|
$
|
557,004
|
|
|
$
|
560,618
|
|
Years Ending December 31,
|
|
Rental
Payments |
|
Rental
Receipts |
||||
2019
|
|
$
|
5,790
|
|
|
$
|
633
|
|
2020
|
|
4,846
|
|
|
556
|
|
||
2021
|
|
5,263
|
|
|
193
|
|
||
2022
|
|
5,420
|
|
|
145
|
|
||
2023
|
|
5,583
|
|
|
142
|
|
||
Thereafter
|
|
13,065
|
|
|
925
|
|
||
|
|
$
|
39,967
|
|
|
$
|
2,594
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
|
||||||
Cash paid for interest, all of which was capitalized to inventories
|
$
|
43,892
|
|
|
$
|
4,211
|
|
|
$
|
2,807
|
|
|
|
|
|
|
|
||||||
NONCASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
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
|
$
|
30,088
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Contingent consideration related to acquisition of the San Francisco Venture (see Note 4)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
64,870
|
|
Accrued deferred equity and debt offering costs
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,038
|
|
Capital issued in acquisition of interest in the Management Company (see Note 4)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
173,488
|
|
Capital issued in acquisition of interest in the San Francisco Venture (see Note 4)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,939
|
|
Capital issued in acquisition of interest in the Great Park Venture
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
419,088
|
|
Capital issued in purchase of rights to 12.5% of Non-Legacy Incentive Compensation from FPC-HF Venture I (see Note 4)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,110
|
|
Recognition of TRA liability
|
$
|
18,963
|
|
|
$
|
56,216
|
|
|
$
|
201,845
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash and cash equivalents
|
$
|
495,694
|
|
|
$
|
848,478
|
|
|
$
|
62,304
|
|
Restricted cash and certificates of deposit
|
1,403
|
|
|
1,467
|
|
|
2,343
|
|
|||
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows
|
$
|
497,097
|
|
|
$
|
849,945
|
|
|
$
|
64,647
|
|
|
For the year ended December 31, 2018
|
||||||||||||||||||||||||||||||||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||
|
Newhall
|
|
San Francisco
|
|
Great Park
|
|
Commercial
|
|
Total reportable segments
|
|
Removal of Great Park Venture (1)
|
|
Removal of Gateway Commercial Venture (1)
|
|
Add investment in Great Park Venture
|
|
Add investment in Gateway Commercial Venture
|
|
Other eliminations (2)
|
|
Corporate and unallocated (3)
|
|
Total Consolidated
|
||||||||||||||||||||||||
Revenues
|
$
|
6,401
|
|
|
$
|
6,010
|
|
|
$
|
210,779
|
|
|
$
|
28,069
|
|
|
$
|
251,259
|
|
|
$
|
(175,689
|
)
|
|
$
|
(26,580
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
48,990
|
|
Depreciation and amortization
|
271
|
|
|
287
|
|
|
12,456
|
|
|
11,730
|
|
|
24,744
|
|
|
—
|
|
|
(11,730
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
210
|
|
|
13,224
|
|
||||||||||||
Interest income
|
1
|
|
|
—
|
|
|
2,815
|
|
|
—
|
|
|
2,816
|
|
|
(2,815
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,766
|
|
|
11,767
|
|
||||||||||||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
11,563
|
|
|
11,563
|
|
|
—
|
|
|
(11,563
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||||
Segment profit (loss)/net profit (loss)
|
(6,802
|
)
|
|
(18,060
|
)
|
|
15,211
|
|
|
(187
|
)
|
|
(9,838
|
)
|
|
(3,068
|
)
|
|
1,676
|
|
|
(906
|
)
|
|
(1,257
|
)
|
|
—
|
|
|
(54,552
|
)
|
|
(67,945
|
)
|
||||||||||||
Other significant items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Segment assets
|
596,222
|
|
|
1,151,372
|
|
|
1,303,362
|
|
|
479,662
|
|
|
3,530,618
|
|
|
(1,154,216
|
)
|
|
(478,956
|
)
|
|
425,653
|
|
|
107,246
|
|
|
(730
|
)
|
|
494,277
|
|
|
2,923,892
|
|
||||||||||||
Inventory assets and real estate related assets, net
|
559,126
|
|
|
1,136,958
|
|
|
1,059,717
|
|
|
464,123
|
|
|
3,219,924
|
|
|
(1,059,717
|
)
|
|
(464,123
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,696,084
|
|
||||||||||||
Expenditures for long-lived assets (4)
|
198,008
|
|
|
73,177
|
|
|
109,292
|
|
|
27,030
|
|
|
407,507
|
|
|
(109,292
|
)
|
|
(27,030
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,354
|
|
|
273,539
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
For the year ended December 31, 2017
|
||||||||||||||||||||||||||||||||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||
|
Newhall
|
|
San Francisco
|
|
Great Park
|
|
Commercial
|
|
Total reportable segments
|
|
Removal of Great Park Venture (1)
|
|
Removal of Gateway Commercial Venture (1)
|
|
Add investment in Great Park Venture
|
|
Add investment in Gateway Commercial Venture
|
|
Other eliminations (2)
|
|
Corporate and unallocated (3)
|
|
Total Consolidated
|
Revenues
|
$
|
31,568
|
|
|
$
|
91,187
|
|
|
$
|
497,173
|
|
|
$
|
9,682
|
|
|
$
|
629,610
|
|
|
$
|
(480,934
|
)
|
|
$
|
(9,245
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
139,431
|
|
Depreciation and amortization
|
553
|
|
|
316
|
|
|
—
|
|
|
4,504
|
|
|
5,373
|
|
|
—
|
|
|
(4,504
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
185
|
|
|
1,054
|
|
||||||||||||
Interest income
|
3
|
|
|
—
|
|
|
2,226
|
|
|
—
|
|
|
2,229
|
|
|
(2,226
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,574
|
|
|
2,577
|
|
||||||||||||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
3,628
|
|
|
3,628
|
|
|
—
|
|
|
(3,628
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||||
Segment profit (loss)/net profit (loss)
|
(12,358
|
)
|
|
(19,268
|
)
|
|
42,219
|
|
|
458
|
|
|
11,051
|
|
|
(36,061
|
)
|
|
(21
|
)
|
|
5,760
|
|
|
16
|
|
|
—
|
|
|
43,451
|
|
|
24,196
|
|
||||||||||||
Other significant items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Segment assets
|
444,407
|
|
|
1,123,266
|
|
|
1,578,142
|
|
|
456,292
|
|
|
3,602,107
|
|
|
(1,447,604
|
)
|
|
(456,006
|
)
|
|
423,492
|
|
|
106,516
|
|
|
(80,890
|
)
|
|
830,740
|
|
|
2,978,355
|
|
||||||||||||
Inventory assets
|
361,943
|
|
|
1,063,949
|
|
|
1,089,513
|
|
|
448,795
|
|
|
2,964,200
|
|
|
(1,089,513
|
)
|
|
(448,795
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,425,892
|
|
||||||||||||
Expenditures for long-lived assets (4)
|
84,024
|
|
|
62,188
|
|
|
311,932
|
|
|
446,072
|
|
|
904,216
|
|
|
(311,932
|
)
|
|
(446,072
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
146,213
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
For the year ended December 31, 2016
|
||||||||||||||||||||||||||||||||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||
|
Newhall
|
|
San Francisco
|
|
Great Park
|
|
Commercial
|
|
Total reportable segments
|
|
Removal of Great Park Venture (1)
|
|
Removal of Gateway Commercial Venture (1)
|
|
Add investment in Great Park Venture
|
|
Add investment in Gateway Commercial Venture
|
|
Other eliminations (2)
|
|
Corporate and unallocated (3)
|
|
Total Consolidated
|
||||||||||||||||||||||||
Revenues
|
$
|
22,044
|
|
|
$
|
3,999
|
|
|
$
|
35,830
|
|
|
$
|
—
|
|
|
$
|
61,873
|
|
|
$
|
(22,505
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
39,368
|
|
Depreciation and amortization
|
492
|
|
|
195
|
|
|
2,113
|
|
|
—
|
|
|
2,800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|
2,858
|
|
||||||||||||
Interest income
|
91
|
|
|
—
|
|
|
11,723
|
|
|
—
|
|
|
11,814
|
|
|
(11,723
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
77
|
|
|
168
|
|
||||||||||||
Segment loss/net loss
|
(22,703
|
)
|
|
(14,204
|
)
|
|
(67,668
|
)
|
|
—
|
|
|
(104,575
|
)
|
|
71,980
|
|
|
—
|
|
|
(1,356
|
)
|
|
—
|
|
|
—
|
|
|
(62,666
|
)
|
|
(96,617
|
)
|
||||||||||||
Other significant items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Segment assets
|
416,445
|
|
|
1,134,196
|
|
|
1,669,679
|
|
|
—
|
|
|
3,220,320
|
|
|
(1,496,102
|
)
|
|
—
|
|
|
417,732
|
|
|
—
|
|
|
(69,462
|
)
|
|
42,094
|
|
|
2,114,582
|
|
||||||||||||
Inventory assets
|
280,377
|
|
|
1,080,074
|
|
|
1,115,818
|
|
|
—
|
|
|
2,476,269
|
|
|
(1,115,818
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,360,451
|
|
||||||||||||
Expenditures for long-lived assets (4)
|
21,686
|
|
|
42,113
|
|
|
123,008
|
|
|
—
|
|
|
186,807
|
|
|
(123,008
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
461
|
|
|
64,260
|
|
|
Share-Based Awards
(in thousands) |
|
Weighted-
Average Grant Date Fair Value |
|||
Nonvested at January 1, 2016
|
—
|
|
|
$
|
—
|
|
Granted
|
2,350
|
|
|
$
|
19.81
|
|
Vested
|
(1,045
|
)
|
|
$
|
19.62
|
|
Nonvested at December 31, 2016
|
1,305
|
|
|
$
|
20.00
|
|
Granted
|
453
|
|
|
$
|
15.52
|
|
Vested
|
(673
|
)
|
|
$
|
19.26
|
|
Nonvested at December 31, 2017
|
1,085
|
|
|
$
|
18.57
|
|
Granted
|
1,724
|
|
|
$
|
14.81
|
|
Forfeited
|
(105
|
)
|
|
$
|
14.83
|
|
Vested
|
(811
|
)
|
|
$
|
18.76
|
|
Nonvested at December 31, 2018
|
1,893
|
|
|
$
|
15.27
|
|
|
2018
|
|
2017
|
||||
Change in benefit obligation:
|
|
|
|
||||
Projected benefit obligation—beginning of year
|
$
|
21,622
|
|
|
$
|
20,919
|
|
Interest cost
|
749
|
|
|
818
|
|
||
Benefits paid
|
(984
|
)
|
|
(929
|
)
|
||
Actuarial (gain) loss
|
(1,063
|
)
|
|
814
|
|
||
Projected benefit obligation—end of year
|
$
|
20,324
|
|
|
$
|
21,622
|
|
Change in plan assets:
|
|
|
|
|
|
||
Fair value of plan assets—beginning of year
|
$
|
18,829
|
|
|
$
|
16,778
|
|
Actual (loss) gain on plan assets
|
(1,168
|
)
|
|
2,450
|
|
||
Employer contributions
|
218
|
|
|
530
|
|
||
Benefits paid
|
(984
|
)
|
|
(929
|
)
|
||
Fair value of plan assets—end of year
|
$
|
16,895
|
|
|
$
|
18,829
|
|
Funded status
|
$
|
(3,429
|
)
|
|
$
|
(2,793
|
)
|
Amounts recognized in the consolidated balance sheet—liability
|
$
|
3,429
|
|
|
$
|
2,793
|
|
Amounts recognized in accumulated other comprehensive loss—net actuarial loss
|
$
|
(5,428
|
)
|
|
$
|
(4,266
|
)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net periodic benefit:
|
|
|
|
|
|
||||||
Interest cost
|
$
|
749
|
|
|
$
|
818
|
|
|
$
|
859
|
|
Expected return on plan assets
|
(1,146
|
)
|
|
(1,024
|
)
|
|
(1,007
|
)
|
|||
Amortization of net actuarial loss
|
90
|
|
|
113
|
|
|
91
|
|
|||
Net periodic benefit
|
(307
|
)
|
|
(93
|
)
|
|
(57
|
)
|
|||
Adjustment to accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|||
Net actuarial loss (gain)
|
1,252
|
|
|
(611
|
)
|
|
332
|
|
|||
Amortization of net actuarial loss
|
(90
|
)
|
|
(113
|
)
|
|
(91
|
)
|
|||
Total adjustment to accumulated other comprehensive loss
|
1,162
|
|
|
(724
|
)
|
|
241
|
|
|||
Total recognized in net periodic benefit and accumulated other comprehensive loss
|
$
|
855
|
|
|
$
|
(817
|
)
|
|
$
|
184
|
|
|
2018
|
|
2017
|
Discount rate
|
4.20%
|
|
3.55%
|
Rate of compensation increase
|
N/A
|
|
N/A
|
|
2018
|
|
2017
|
|
2016
|
Discount rate
|
3.55%
|
|
4.10%
|
|
4.35%
|
Rate of compensation increase
|
N/A
|
|
N/A
|
|
N/A
|
Expected long-term return on plan assets
|
6.23%
|
|
6.33%
|
|
6.32%
|
Asset Category
|
2018
|
|
2017
|
||||
Pooled and/or collective funds:
|
|
|
|
|
|
||
Equity funds:
|
|
|
|
||||
Large cap
|
$
|
5,777
|
|
|
$
|
6,068
|
|
Mid cap
|
1,101
|
|
|
1,197
|
|
||
Small cap
|
1,579
|
|
|
1,777
|
|
||
International
|
1,654
|
|
|
2,060
|
|
||
Fixed-income funds—U.S. bonds and short term
|
6,784
|
|
|
7,727
|
|
||
Total
|
$
|
16,895
|
|
|
$
|
18,829
|
|
2019
|
1,008
|
|
|
2020
|
2,211
|
|
|
2021
|
999
|
|
|
2022
|
1,563
|
|
|
2023
|
1,433
|
|
|
2024-2028
|
10,223
|
|
|
|
$
|
17,437
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Deferred income tax (expense) benefit:
|
|
|
|
|
|
||||||
Federal
|
$
|
5,066
|
|
|
$
|
(28,643
|
)
|
|
$
|
13,021
|
|
State
|
2,340
|
|
|
(6,501
|
)
|
|
3,826
|
|
|||
Total deferred income tax benefit (expense)
|
7,406
|
|
|
(35,144
|
)
|
|
16,847
|
|
|||
(Increase) decrease in valuation allowance
|
(16,585
|
)
|
|
35,146
|
|
|
(8,901
|
)
|
|||
Expiration of unused loss carryforwards
|
(4
|
)
|
|
(2
|
)
|
|
(58
|
)
|
|||
(Expense) benefit for income taxes
|
$
|
(9,183
|
)
|
|
$
|
—
|
|
|
$
|
7,888
|
|
|
2018
|
|
2017
|
||||
Deferred tax assets
|
|
|
|
||||
Net operating loss carryforward
|
$
|
102,026
|
|
|
$
|
91,742
|
|
Tax receivable agreement
|
47,435
|
|
|
42,668
|
|
||
Other
|
1,382
|
|
|
1,043
|
|
||
Valuation allowance
|
(23,207
|
)
|
|
(7,891
|
)
|
||
Total deferred tax assets
|
127,636
|
|
|
127,562
|
|
||
Deferred tax liabilities-investments in subsidiaries
|
(136,819
|
)
|
|
(127,562
|
)
|
||
Deferred tax liability, net
|
$
|
(9,183
|
)
|
|
$
|
—
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Statutory rate
|
21.00
|
%
|
|
35.00
|
%
|
|
35.00
|
%
|
State income taxes-net of federal income tax benefit
|
6.98
|
|
|
5.75
|
|
|
5.75
|
|
Statutory federal tax rate change
|
—
|
|
|
21.30
|
|
|
—
|
|
Noncontrolling interests
|
(15.83
|
)
|
|
82.58
|
|
|
(24.63
|
)
|
Other
|
0.06
|
|
|
0.67
|
|
|
—
|
|
Valuation allowance related to the Tax Act
|
(15.63
|
)
|
|
—
|
|
|
—
|
|
Deferred tax asset valuation allowance
|
(12.20
|
)
|
|
(145.31
|
)
|
|
(8.51
|
)
|
Expiration of unused loss carryforwards
|
(0.01
|
)
|
|
0.01
|
|
|
(0.06
|
)
|
Effective rate
|
(15.63
|
)%
|
|
—
|
%
|
|
7.55
|
%
|
|
2018
|
|
2017
|
|
2016
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net (loss) income attributable to the Company
|
$
|
(34,714
|
)
|
|
$
|
73,235
|
|
|
$
|
(33,266
|
)
|
Adjustments to net (loss) income attributable to the Company
|
221
|
|
|
(750
|
)
|
|
(505
|
)
|
|||
Net (loss) income attributable to common shareholders
|
$
|
(34,493
|
)
|
|
$
|
72,485
|
|
|
$
|
(33,771
|
)
|
Numerator—basic common shares:
|
|
|
|
|
|
||||||
Net (loss) income attributable to common shareholders
|
$
|
(34,493
|
)
|
|
$
|
72,485
|
|
|
$
|
(33,771
|
)
|
Net income (loss) allocable to participating securities
|
$
|
—
|
|
|
$
|
(506
|
)
|
|
$
|
—
|
|
Allocation of net (loss) income among common shareholders
|
$
|
(34,493
|
)
|
|
$
|
71,979
|
|
|
$
|
(33,771
|
)
|
Numerator for basic net (loss) income available to Class A Common Shareholders/Unitholders
|
$
|
(34,480
|
)
|
|
$
|
71,947
|
|
|
$
|
(33,755
|
)
|
Numerator for basic net (loss) income available to Class B Common Shareholders
|
$
|
(13
|
)
|
|
$
|
32
|
|
|
(16
|
)
|
|
Numerator—diluted common shares:
|
|
|
|
|
|
||||||
Net (loss) income attributable to common shareholders
|
$
|
(34,493
|
)
|
|
$
|
72,485
|
|
|
$
|
(33,771
|
)
|
Reallocation of (loss) income to Company upon assumed exchange of common units
|
$
|
—
|
|
|
$
|
(48,289
|
)
|
|
$
|
—
|
|
Net (loss) income allocated to participating securities
|
$
|
—
|
|
|
$
|
(69
|
)
|
|
$
|
—
|
|
Allocation of net (loss) income among common shareholders
|
$
|
(34,493
|
)
|
|
$
|
24,127
|
|
|
$
|
(33,771
|
)
|
Numerator for diluted net (loss) income available to Class A Common Shareholders/Unitholders
|
$
|
(34,480
|
)
|
|
$
|
24,123
|
|
|
$
|
(33,755
|
)
|
Numerator for diluted net (loss) income available to Class B Common Shareholders
|
$
|
(13
|
)
|
|
$
|
4
|
|
|
$
|
(16
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Basic weighted average Class A common shares outstanding
|
65,002,387
|
|
|
54,006,954
|
|
|
37,795,447
|
|
|||
Diluted weighted average Class A common shares outstanding
|
65,002,387
|
|
|
133,007,828
|
|
|
37,795,447
|
|
|||
Basic and diluted weighted average Class B common shares outstanding
|
79,859,730
|
|
|
78,821,553
|
|
|
49,547,050
|
|
|||
Basic (loss) earnings per share/unit:
|
|
|
|
|
|
||||||
Class A common shares/Unit
|
$
|
(0.53
|
)
|
|
$
|
1.33
|
|
|
$
|
(0.89
|
)
|
Class B common shares
|
$
|
(0.00
|
)
|
|
$
|
0.00
|
|
|
$
|
(0.00
|
)
|
Diluted (loss) earnings per share/unit:
|
|
|
|
|
|
||||||
Class A common shares/Unit
|
$
|
(0.53
|
)
|
|
$
|
0.18
|
|
|
$
|
(0.89
|
)
|
Class B common shares
|
$
|
(0.00
|
)
|
|
$
|
0.00
|
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
||||||
Anti-dilutive potential RSUs
|
72,579
|
|
|
—
|
|
|
1,304,804
|
|
|||
Anti-dilutive potential restricted shares (weighted average)
|
1,817,020
|
|
|
—
|
|
|
—
|
|
|||
Anti-dilutive potential Class A common shares/Units
(weighted average)
|
79,883,687
|
|
|
—
|
|
|
53,826,230
|
|
|
2018 Quarterly Periods
|
||||||||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
14,967
|
|
|
$
|
13,090
|
|
|
$
|
12,988
|
|
|
$
|
7,945
|
|
Loss before income tax
|
(14,297
|
)
|
|
(11,303
|
)
|
|
(21,939
|
)
|
|
(11,223
|
)
|
||||
Net loss attributable to the Company
|
(5,232
|
)
|
|
(5,160
|
)
|
|
(10,019
|
)
|
|
(14,303
|
)
|
||||
Net loss attributable to the Company per Class A Share (Basic)
|
(0.08
|
)
|
|
(0.08
|
)
|
|
(0.15
|
)
|
|
(0.22
|
)
|
||||
Net loss attributable to the Company per Class A Share (Diluted)
|
(0.10
|
)
|
|
(0.08
|
)
|
|
(0.15
|
)
|
|
(0.22
|
)
|
||||
Net loss attributable to the Company per Class B Share (Basic and diluted)
|
(0.00
|
)
|
|
(0.00
|
)
|
|
(0.00
|
)
|
|
(0.00
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
|
2017 Quarterly Periods
|
||||||||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth (1)
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
92,303
|
|
|
$
|
13,246
|
|
|
$
|
11,619
|
|
|
$
|
22,263
|
|
(Loss) income before income tax
|
(23,124
|
)
|
|
(24,289
|
)
|
|
(10,311
|
)
|
|
81,920
|
|
||||
Net (loss) income attributable to the Company
|
(7,842
|
)
|
|
(9,783
|
)
|
|
(4,467
|
)
|
|
95,327
|
|
||||
Net (loss) income attributable to the Company per Class A Share (Basic)
|
(0.20
|
)
|
|
(0.19
|
)
|
|
(0.07
|
)
|
|
1.50
|
|
||||
Net (loss) income attributable to the Company per Class A Share (Diluted)
|
(0.20
|
)
|
|
(0.19
|
)
|
|
(0.07
|
)
|
|
0.56
|
|
||||
Net (loss) income attributable to the Company per Class B Share (Basic and diluted)
|
(0.00
|
)
|
|
(0.00
|
)
|
|
(0.00
|
)
|
|
0.00
|
|
(a) Documents filed as part of this Report.
|
|
|
1.
The following financial statements are contained in Item 8.
|
|
|
|
|
|
Financial Statements
|
Page in this Report
|
|
|
|
|
2.
The following financial statement schedule is included in this Report:
|
|
|
|
|
|
Financial Statement Schedule
|
Page in this Report
|
|
|
|
|
Information required by other schedules has either been incorporated in the consolidated financial statements and accompanying notes or is not applicable to us.
|
|
|
|
|
|
3.
The following exhibits are filed with this Report or incorporated by reference:
|
|
|
|
|
|
Exhibit
|
Exhibit Description
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
FIVE POINT HOLDINGS, LLC
|
|
|
|
By:
|
/s/ Emile Haddad
|
|
Emile Haddad
|
|
President and
Chief Executive Officer
|
Date:
|
March 14, 2019
|
Principal Executive Officer:
|
|
|
|
|
|
|
|
Emile Haddad
|
|
/s/ Emile Haddad
|
|
Chairman of the Board, President, and Chief Executive Officer
|
|
Date:
|
March 14, 2019
|
|
|
|
|
Principal Financial and Accounting Officer:
|
|
|
|
|
|
|
|
Erik Higgins
|
|
/s/ Erik Higgins
|
|
Chief Financial Officer and Vice President
|
|
Date:
|
March 14, 2019
|
|
|
|
|
Directors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard Beckwitt
|
|
/s/ Richard Beckwitt
|
|
|
Gary Hunt
|
|
/s/ Gary Hunt
|
||
|
|
Date:
|
March 14, 2019
|
|
|
|
|
Date:
|
March 14, 2019
|
|
|
|
|
|
|
|
|
|
|
Kathleen Brown
|
|
/s/ Kathleen Brown
|
|
|
Jonathan M. Jaffe
|
|
/s/ Jonathan M. Jaffe
|
||
|
|
Date:
|
March 14, 2019
|
|
|
|
|
Date:
|
March 14, 2019
|
|
|
|
|
|
|
|
|
|
|
William Browning
|
|
/s/ William Browning
|
|
|
Stuart Miller
|
|
/s/ Stuart Miller
|
||
|
|
Date:
|
March 14, 2019
|
|
|
|
|
Date:
|
March 14, 2019
|
|
|
|
|
|
|
|
|
|
|
Evan Carruthers
|
|
/s/ Evan Carruthers
|
|
|
Michael Rossi
|
|
/s/ Michael Rossi
|
||
|
|
Date:
|
March 14, 2019
|
|
|
|
|
Date:
|
March 14, 2019
|
|
|
|
|
|
|
|
|
|
|
Jonathan Foster
|
|
/s/ Jonathan Foster
|
|
|
Michael Winer
|
|
/s/ Michael Winer
|
||
|
|
Date:
|
March 14, 2019
|
|
|
|
|
Date:
|
March 14, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
($ in thousands)
|
|
|
|
|
|
Initial Cost
|
|
Costs Capitalized
Subsequent
to Acquisition (a)
|
|
Gross Amounts at
Which Carried at
Close of Period (b)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
Description
|
|
Location
|
|
Encumbrances
|
|
Land
|
|
Buildings
and
Improvements
|
|
Land
|
|
Buildings
and
Improvements
|
|
Land
|
|
Buildings
and
Improvements
|
|
Total
|
|
Accumulated
Depreciation
|
|
Date of
Construction
|
|
Date
Acquired /
Completed
|
|
Depreciation
Life
|
||||||||||||||||||
Newhall Ranch-Land under development
|
|
Los Angeles
County, CA
|
|
$
|
—
|
|
|
$
|
111,172
|
|
|
$
|
—
|
|
|
$
|
444,455
|
|
|
$
|
—
|
|
|
$
|
555,627
|
|
|
$
|
—
|
|
|
$
|
555,627
|
|
|
$
|
—
|
|
|
|
|
2009
|
|
N/A
|
Candlestick Point and The San Francisco Shipyard- Land under development
|
|
San
Francisco,
CA
|
|
—
|
|
|
1,038,154
|
|
|
—
|
|
|
98,804
|
|
|
—
|
|
|
1,136,958
|
|
|
—
|
|
|
1,136,958
|
|
|
—
|
|
|
|
|
2016
|
|
N/A
|
|||||||||
Agriculture-Operating property
|
|
Los Angeles
County, CA
Ventura
County, CA
|
|
—
|
|
|
40,634
|
|
|
1,114
|
|
|
(13,477
|
)
|
|
1,704
|
|
|
27,157
|
|
|
2,818
|
|
|
29,975
|
|
(c)
|
1,587
|
|
|
|
|
2009
|
|
(d)
|
|||||||||
Other Properties
|
|
Various
|
|
—
|
|
|
3,148
|
|
|
—
|
|
|
351
|
|
|
—
|
|
|
3,499
|
|
|
—
|
|
|
3,499
|
|
|
—
|
|
|
|
|
2009
|
|
N/A
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
|
|
|
|
$
|
—
|
|
|
$
|
1,193,108
|
|
|
$
|
1,114
|
|
|
$
|
530,133
|
|
|
$
|
1,704
|
|
|
$
|
1,723,241
|
|
|
$
|
2,818
|
|
|
$
|
1,726,059
|
|
(e)
|
$
|
1,587
|
|
(e)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Costs capitalized subsequent to acquisitions are net of land sales for real estate development properties and net of disposals and impairment write-downs for operating properties.
|
(b)
|
The aggregate cost of land and improvements for federal income tax purposes is approximately $2.2 billion (unaudited). This basis does not reflect the Company’s deferred tax assets and liabilities as these amounts are computed based upon the Company’s outside basis in their partnership interest.
|
(c)
|
Included in properties and equipment, net in the consolidated balance sheet.
|
(d)
|
See Note 2 of the Notes to Consolidated Financial Statements for information related to depreciation.
|
(e)
|
Reconciliation of “Real Estate and Accumulated Depreciation”:
|
By:
|
/s/ Emile Haddad
|
Name:
|
Emile Haddad
|
Title:
|
President and Chief Executive Officer
|
By:
|
/s/ Michael Alvarado
|
Name:
|
Michael Alvarado
|
Title:
|
Vice President
|
1.
|
Chief Legal Officer – Mike Alvarado
|
2.
|
Co-Chief Operating Officer – Kofi Bonner
|
3.
|
Chief Financial Officer – Erik Higgins
|
4.
|
Co-Chief Operating Officer – Lynn Jochim
|
5.
|
Chief Policy Officer – Greg McWilliams
|
•
|
(List Considerations)
|
•
|
I affirm that I have not filed, caused to be filed, and presently am not a party to any claim, complaint, or action against Five Point in any forum.
|
•
|
I certify and affirm that I have not experienced a job-related illness or injury for which I have not already filed a claim.
|
•
|
I further affirm that I have been provided, if applicable, and/or have not been denied any leave requested under the Family and Medical Leave Act and/or any other federal, state or local leave law.
|
•
|
I further affirm I have not complained of and am not aware of any fraudulent activity or any act(s) which would form the basis of a claim of fraudulent or illegal activity of Five Point.
|
CPHP:
|
CPHP DEVELOPMENT, LLC,
a Delaware limited liability company
|
|
|
|
By:
|
UST Lennar HW SCALA SF Joint Venture,
|
|
|
|
a Delaware general partnership,
|
|
|
|
its managing member
|
|
|
|
|
|
|
By:
|
/s/ Jonathan Jaffe
|
|
|
Name:
|
Jonathan Jaffe
|
|
|
Title:
|
President
|
|
|
|
|
|
MANAGER:
|
THE NEWHALL LAND AND FARMING COMPANY, LLC,
|
|
|
|
|
a Delaware limited liability company
|
|
|
|
|
|
|
By:
|
/s/ Emile Haddad
|
|
|
Name:
|
Emile Haddad
|
|
|
Title:
|
President & Chief Executive Officer
|
|
|
|
|
|
|
By:
|
/s/ Michael Alvarado
|
|
|
Name:
|
Michael Alvarado
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
Agreed and Accepted:
|
|
|
|
GUARANTOR:
|
|
|
|
|
|
|
|
FIVE POINT OPERATING COMPANY, LP,
|
|
|
|
a Delaware limited partnership
|
|
|
|
|
|
|
By:
|
/s/ Emile Haddad
|
|
|
Name:
|
Emile Haddad
|
|
|
Title:
|
President & Chief Executive Officer
|
|
|
|
|
|
|
By:
|
/s/ Michael Alvarado
|
|
|
Name:
|
Michael Alvarado
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
Name
|
|
Jurisdiction of Incorporation or Organization
|
Five Point Operating Company, LP
|
|
Delaware
|
Five Point Holdings, Inc.
|
|
Delaware
|
Five Point Opco GP, LLC
|
|
Delaware
|
Five Point Capital Corp.
|
|
Delaware
|
Five Point Communities Management, Inc.
|
|
Delaware
|
Five Point Communities, LP
|
|
Delaware
|
Five Point Land, LLC
|
|
Delaware
|
LandSource Holding Company, LLC
|
|
Delaware
|
NWHL GP LLC
|
|
Delaware
|
The Newhall Land and Farming Company (A California limited partnership)
|
|
California
|
The Newhall Land and Farming Company, Inc.
|
|
Delaware
|
The Newhall Land and Farming Company, LLC
|
|
Delaware
|
Tournament Players Club at Valencia, LLC
|
|
California
|
LandSource Communities Development Sub LLC
|
|
Delaware
|
Southwest Communities Development LLC
|
|
Delaware
|
Legacy Lands, LLC
|
|
Delaware
|
SRV Holdings
|
|
Florida
|
Stevenson Ranch Venture, LLC
|
|
Delaware
|
Five Point Heritage Fields, LLC
|
|
Delaware
|
FPOVHI Member, LLC
|
|
Delaware
|
The Shipyard Communities, LLC
|
|
Delaware
|
The Shipyard Communities Retail Operator, LLC
|
|
Delaware
|
AG Phase 1 SLP, LLC
|
|
Delaware
|
AG Phase 2 SLP, LLC
|
|
Delaware
|
AG Phase 3A SLP, LLC
|
|
Delaware
|
AG Phase 3B SLP, LLC
|
|
Delaware
|
AG Phase 4 SLP, LLC
|
|
Delaware
|
CP Development Co., LLC
|
|
Delaware
|
TSC Management Co., LLC
|
|
Delaware
|
MDP Holding Company, LLC
|
|
Delaware
|
Madera DP2, LLC
|
|
Delaware
|
1.
|
I have reviewed this annual report on Form 10-K of Five Point Holdings, LLC;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: March 14, 2019
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/s/ Emile Haddad
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Emile Haddad
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Chairman, President and Chief Executive Officer
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(Principal Executive Officer)
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1.
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I have reviewed this annual report on Form 10-K of Five Point Holdings, LLC;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: March 14, 2019
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/s/ Erik Higgins
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Erik Higgins
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Chief Financial Officer and Vice President
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(Principal Financial and Accounting Officer)
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
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Date:
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March 14, 2019
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/s/ Emile Haddad
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Emile Haddad
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Chairman, President and Chief Executive Officer
(Principal Executive Officer)
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
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Date:
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March 14, 2019
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/s/ Erik Higgins
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Erik Higgins
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Chief Financial Officer and Vice President
(Principal Financial and Accounting Officer)
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