|
Delaware
|
|
27-0599397
|
|||
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|||
15131 Alton Parkway
|
4th Floor
|
Irvine
|
California
|
|
92618
|
(Address of Principal Executive Offices)
|
|
(Zip code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Class A common shares
|
FPH
|
New York Stock Exchange
|
Large accelerated filer
|
☐
|
|
Accelerated filer
|
☒
|
Non-accelerated filer
|
☐
|
|
Smaller reporting company
|
☒
|
|
|
|
Emerging growth company
|
☒
|
|
|
|
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.
|
•
|
“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;
|
•
|
“CPHP” refers to CPHP Development, LLC and its subsidiaries, the entities that acquired certain assets, and assumed certain liabilities, from the San Francisco Venture immediately prior to the formation transactions;
|
•
|
“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 ($431 million of which has been paid as of the date of this report);
|
•
|
“Lennar” refers to Lennar Corporation and its subsidiaries;
|
•
|
“management company” refers, collectively, to FP LP and FP Inc., which have historically managed the development of Great Park Neighborhoods and Valencia (formerly known as Newhall Ranch);
|
•
|
“Newhall Land & Farming” refers to The Newhall Land and Farming Company, a California limited partnership, which is developing Valencia (formerly known as 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 Valencia (formerly known as Newhall Ranch) in Los Angeles County, Candlestick 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 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; and
|
•
|
“San Francisco Venture” refers to The Shipyard Communities, LLC, a Delaware limited liability company, which is developing Candlestick 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 Valencia (formerly known as 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 Valencia segment includes the community of Valencia being developed in northern Los Angeles County, California, as well as other land historically owned by FPL, including 16,000 acres in Ventura County, California and approximately 500 acres of remnant commercial, residential and open space land in Los Angeles County.
|
•
|
Our San Francisco segment includes the Candlestick and The San Francisco Shipyard communities, located on bayfront property in the City of San Francisco, California, as well as development management services that we provide to an affiliate of Lennar with respect to the Concord community in the San Francisco Bay Area. In 2020, the development management services agreement with respect to the Concord community was terminated.
|
•
|
Our Great Park segment includes the Great Park Neighborhoods community, located in Orange County, California and development management services provided by the management company for the Great Park Venture.
|
•
|
Our Commercial segment includes the Five Point Gateway Campus, located within the Great Park Neighborhoods 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;
|
•
|
issues affecting availability of construction materials or other supplies for homebuilders;
|
•
|
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;
|
•
|
potential impact of the coronavirus, including on economic conditions, consumer home demand and homebuilder supply chains; 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, the emergence or escalation of a pandemic, such as coronavirus, or other widespread health emergency, 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
|
|
|
61
|
|
|
|
Chairman, President and Chief Executive Officer
|
Erik R. Higgins
|
|
|
52
|
|
|
|
Chief Financial Officer and Vice President
|
Michael Alvarado
|
|
|
54
|
|
|
|
Chief Legal Officer, Vice President and Secretary
|
Lynn Jochim
|
|
|
56
|
|
|
|
Chief Operating Officer
|
Greg McWilliams
|
|
|
68
|
|
|
|
Chief Policy Officer
|
|
December 31,
|
||||||||||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
FINANCIAL POSITION:
|
|
|
|
|
|
|
|
|
|
||||||||||
Inventories
|
$
|
1,889,761
|
|
|
$
|
1,696,084
|
|
|
$
|
1,425,892
|
|
|
$
|
1,360,451
|
|
|
$
|
259,872
|
|
Cash and cash equivalents
|
346,833
|
|
|
495,694
|
|
|
848,478
|
|
|
62,304
|
|
|
108,657
|
|
|||||
Marketable securities held to maturity
|
—
|
|
|
—
|
|
|
—
|
|
|
20,577
|
|
|
25,000
|
|
|||||
Total assets
|
3,004,700
|
|
|
2,923,892
|
|
|
2,978,355
|
|
|
2,114,582
|
|
|
441,851
|
|
|||||
Notes payable, net
|
616,046
|
|
|
557,004
|
|
|
560,618
|
|
|
69,387
|
|
|
8,577
|
|
|||||
Total liabilities
|
1,095,900
|
|
|
1,075,375
|
|
|
1,072,746
|
|
|
606,469
|
|
|
93,418
|
|
|||||
Total noncontrolling interests
|
1,272,106
|
|
|
1,261,491
|
|
|
1,320,208
|
|
|
1,265,197
|
|
|
87,511
|
|
|||||
Total capital
|
1,883,800
|
|
|
1,848,517
|
|
|
1,905,609
|
|
|
1,508,113
|
|
|
348,433
|
|
•
|
Five Point Land, LLC (“FPL”), which owns The Newhall Land & Farming Company, a California limited partnership, the entity that is developing Valencia (formerly known as Newhall Ranch), our community in northern Los Angeles County, California;
|
•
|
The Shipyard Communities, LLC (the “San Francisco Venture”), which is developing Candlestick and The San Francisco Shipyard, our communities in the City of San Francisco, California;
|
•
|
Heritage Fields LLC (the “Great Park Venture”), which is developing Great Park Neighborhoods, our community in Orange County, California;
|
•
|
Five Point Communities, LP and Five Point Communities Management, Inc. (together, the “management company”), which have historically managed the development of Great Park Neighborhoods and Valencia; and
|
•
|
Five Point Office Venture Holdings I, LLC (the “Gateway Commercial Venture”), which owns the Five Point Gateway Campus, our commercial office campus located within the Great Park Neighborhoods.
|
•
|
Our Valencia segment includes operating results for the Valencia community, agricultural operations in Los Angeles and Ventura Counties, California, as well as results attributable to The Tournament Players Club at Valencia Golf Course (which was sold in January 2018).
|
•
|
Our San Francisco segment includes operating results for the Candlestick 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 Concord community and the Treasure Island 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, and the management agreement with respect to the Concord community was terminated in early 2020.
|
•
|
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,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Statement of Operations Data
|
|
|
|
||||
REVENUES:
|
|
|
|
||||
Land sales
|
$
|
140,020
|
|
|
$
|
133
|
|
Land sales—related party
|
923
|
|
|
900
|
|
||
Management services—related party
|
39,580
|
|
|
40,976
|
|
||
Operating properties
|
3,857
|
|
|
6,981
|
|
||
Total revenues
|
184,380
|
|
|
48,990
|
|
||
COSTS AND EXPENSES:
|
|
|
|
||||
Land sales
|
97,113
|
|
|
(165
|
)
|
||
Management services
|
28,492
|
|
|
23,962
|
|
||
Operating properties
|
5,565
|
|
|
5,077
|
|
||
Selling, general, and administrative
|
103,586
|
|
|
98,983
|
|
||
Total costs and expenses
|
234,756
|
|
|
127,857
|
|
||
OTHER INCOME:
|
|
|
|
||||
Adjustment to payable pursuant to tax receivable agreement
|
—
|
|
|
1,928
|
|
||
Interest income
|
7,844
|
|
|
11,767
|
|
||
Gain on settlement of contingent consideration—related party
|
64,870
|
|
|
—
|
|
||
Miscellaneous
|
48
|
|
|
8,573
|
|
||
Total other income
|
72,762
|
|
|
22,268
|
|
||
EQUITY IN EARNINGS (LOSS) FROM UNCONSOLIDATED ENTITIES
|
2,327
|
|
|
(2,163
|
)
|
||
INCOME (LOSS) BEFORE INCOME TAX (PROVISION) BENEFIT
|
24,713
|
|
|
(58,762
|
)
|
||
INCOME TAX (PROVISION) BENEFIT
|
(2,445
|
)
|
|
(9,183
|
)
|
||
NET INCOME (LOSS)
|
22,268
|
|
|
(67,945
|
)
|
||
LESS NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
13,235
|
|
|
(33,231
|
)
|
||
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY
|
$
|
9,033
|
|
|
$
|
(34,714
|
)
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Statement of Operations Data
|
|
|
|
||||
Revenues
|
|
|
|
||||
Land sales
|
$
|
140,020
|
|
|
$
|
133
|
|
Land sales—related party
|
38
|
|
|
16
|
|
||
Operating properties
|
3,132
|
|
|
6,252
|
|
||
Total revenues
|
143,190
|
|
|
6,401
|
|
||
Costs and expenses
|
|
|
|
||||
Land sales
|
97,113
|
|
|
(241
|
)
|
||
Operating properties
|
5,565
|
|
|
5,077
|
|
||
Selling, general, and administrative
|
14,782
|
|
|
15,391
|
|
||
Total costs and expenses
|
117,460
|
|
|
20,227
|
|
||
Other income
|
49
|
|
|
7,024
|
|
||
Segment income (loss)
|
$
|
25,779
|
|
|
$
|
(6,802
|
)
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Statement of Operations Data
|
|
|
|
||||
Revenues
|
|
|
|
||||
Land sales—related party
|
$
|
885
|
|
|
$
|
884
|
|
Operating property
|
725
|
|
|
729
|
|
||
Management services—related party
|
2,385
|
|
|
4,397
|
|
||
Total revenues
|
3,995
|
|
|
6,010
|
|
||
Costs and expenses
|
|
|
|
||||
Land sales
|
—
|
|
|
76
|
|
||
Management services
|
1,102
|
|
|
1,015
|
|
||
Selling, general, and administrative
|
17,873
|
|
|
22,979
|
|
||
Total costs and expenses
|
18,975
|
|
|
24,070
|
|
||
Other income—gain on settlement of contingent consideration, related party
|
64,870
|
|
|
—
|
|
||
Segment income (loss)
|
$
|
49,890
|
|
|
$
|
(18,060
|
)
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Statement of Operations Data
|
|
|
|
||||
Revenues
|
|
|
|
||||
Land sales
|
$
|
137,699
|
|
|
$
|
171,775
|
|
Land sales—related party
|
133,271
|
|
|
3,914
|
|
||
Management services—related party
|
36,873
|
|
|
35,090
|
|
||
Total revenues
|
307,843
|
|
|
210,779
|
|
||
Costs and expenses
|
|
|
|
||||
Land sales
|
179,836
|
|
|
118,115
|
|
||
Management services
|
27,390
|
|
|
22,947
|
|
||
Selling, general, and administrative
|
37,436
|
|
|
32,322
|
|
||
Management fees—related party
|
22,301
|
|
|
24,999
|
|
||
Total costs and expenses
|
266,963
|
|
|
198,383
|
|
||
Interest income
|
3,489
|
|
|
2,815
|
|
||
Segment income
|
$
|
44,369
|
|
|
$
|
15,211
|
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Segment net income from operations
|
$
|
44,369
|
|
|
$
|
15,211
|
|
Less net income of management company attributed to the Great Park segment
|
9,483
|
|
|
12,143
|
|
||
Net income of Great Park Venture
|
34,886
|
|
|
3,068
|
|
||
The Company’s share of net income of the Great Park Venture
|
13,082
|
|
|
1,151
|
|
||
Basis difference amortization
|
(6,900
|
)
|
|
(2,057
|
)
|
||
Equity in earnings (loss) from Great Park Venture
|
$
|
6,182
|
|
|
$
|
(906
|
)
|
|
Year ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Statement of Operations Data
|
|
|
|
||||
Revenues
|
|
|
|
||||
Rental and related income
|
$
|
25,881
|
|
|
$
|
25,501
|
|
Rental and related income—related party
|
8,276
|
|
|
1,079
|
|
||
Property management services—related party
|
322
|
|
|
1,489
|
|
||
Total revenues
|
34,479
|
|
|
28,069
|
|
||
Costs and expenses
|
|
|
|
||||
Rental operating expenses
|
7,120
|
|
|
4,705
|
|
||
Interest
|
16,892
|
|
|
11,563
|
|
||
Depreciation
|
10,972
|
|
|
7,632
|
|
||
Amortization
|
4,129
|
|
|
4,098
|
|
||
Other expenses
|
184
|
|
|
258
|
|
||
Total costs and expenses
|
39,297
|
|
|
28,256
|
|
||
Segment loss
|
$
|
(4,818
|
)
|
|
$
|
(187
|
)
|
|
Year ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Segment net loss from operations
|
$
|
(4,818
|
)
|
|
$
|
(187
|
)
|
Less net income of management company attributed to the Commercial segment
|
322
|
|
|
1,489
|
|
||
Net loss of Gateway Commercial Venture
|
(5,140
|
)
|
|
(1,676
|
)
|
||
Equity in loss from Gateway Commercial Venture
|
$
|
(3,855
|
)
|
|
$
|
(1,257
|
)
|
|
Year ended December 31,
|
||||
|
2019
|
|
2018
|
||
Class A units of the operating company:
|
|
|
|
||
Held by us
|
68,788,257
|
|
|
66,810,980
|
|
Held by noncontrolling interest members
|
41,363,271
|
|
|
41,404,961
|
|
|
110,151,528
|
|
|
108,215,941
|
|
Class A units of the San Francisco Venture held by noncontrolling interest members
|
37,870,273
|
|
|
37,433,775
|
|
|
148,021,801
|
|
|
145,649,716
|
|
|
Payment due by period
|
||||||||||||||||||
|
(in thousands)
|
||||||||||||||||||
|
Total
|
|
Less than
1 year |
|
1-3 years
|
|
3-5 years
|
|
More than
5 years |
||||||||||
Senior notes payable
|
$
|
625,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
625,000
|
|
Interest commitment on senior notes
|
295,313
|
|
|
49,219
|
|
|
98,438
|
|
|
98,437
|
|
|
49,219
|
|
|||||
Operating lease obligations
|
33,965
|
|
|
4,634
|
|
|
10,683
|
|
|
8,078
|
|
|
10,570
|
|
|||||
Water purchase agreement (1)
|
35,096
|
|
|
1,273
|
|
|
2,672
|
|
|
2,848
|
|
|
28,303
|
|
|||||
Interchange funding agreement (2)
|
8,862
|
|
|
8,862
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Valencia approval settlement (3)
|
17,745
|
|
|
2,745
|
|
|
9,000
|
|
|
6,000
|
|
|
—
|
|
|||||
Related party reimbursement obligation (4)
|
105,160
|
|
|
97,423
|
|
|
7,737
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
1,121,141
|
|
|
$
|
164,156
|
|
|
$
|
128,530
|
|
|
$
|
115,363
|
|
|
$
|
713,092
|
|
(1)
|
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.
|
(2)
|
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 Valencia (formerly known as Newhall Ranch). Under the agreement, we have committed to pay the remainder of the actual construction costs, up to $8.9 million. We currently expect this amount to be paid within twelve months of December 31, 2019.
|
(3)
|
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 Valencia’s regulatory approvals and permits. Under the settlement terms, we agreed to fund certain environmental and cultural investments and protections at Valencia and the surrounding region.
|
(4)
|
Prior to the Separation Transaction, 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, CPHP or its subsidiaries assumed the EB-5 loan liabilities, and the San Francisco Venture entered into reimbursement agreements pursuant to which it agreed to reimburse CPHP or its subsidiaries 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 the first quarter of 2020, the reimbursement agreements were amended to defer principal payments, resulting in approximately $12.2 million in principal payments shifting from less than one year obligations to one to three year obligations per the table above.
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
||||
INVENTORIES
|
$
|
1,889,761
|
|
|
$
|
1,696,084
|
|
INVESTMENT IN UNCONSOLIDATED ENTITIES
|
533,239
|
|
|
532,899
|
|
||
PROPERTIES AND EQUIPMENT, NET
|
32,312
|
|
|
31,677
|
|
||
INTANGIBLE ASSET, NET—RELATED PARTY
|
80,350
|
|
|
95,917
|
|
||
CASH AND CASH EQUIVALENTS
|
346,833
|
|
|
495,694
|
|
||
RESTRICTED CASH AND CERTIFICATES OF DEPOSIT
|
1,741
|
|
|
1,403
|
|
||
RELATED PARTY ASSETS
|
97,561
|
|
|
61,039
|
|
||
OTHER ASSETS
|
22,903
|
|
|
9,179
|
|
||
TOTAL
|
$
|
3,004,700
|
|
|
$
|
2,923,892
|
|
|
|
|
|
||||
LIABILITIES AND CAPITAL
|
|
|
|
||||
LIABILITIES:
|
|
|
|
||||
Notes payable, net
|
$
|
616,046
|
|
|
$
|
557,004
|
|
Accounts payable and other liabilities
|
167,711
|
|
|
161,139
|
|
||
Related party liabilities
|
127,882
|
|
|
178,540
|
|
||
Deferred income tax liability, net
|
11,628
|
|
|
9,183
|
|
||
Payable pursuant to tax receivable agreement
|
172,633
|
|
|
169,509
|
|
||
Total liabilities
|
1,095,900
|
|
|
1,075,375
|
|
||
|
|
|
|
||||
COMMITMENTS AND CONTINGENT LIABILITIES (Note 13)
|
|
|
|
||||
REDEEMABLE NONCONTROLLING INTEREST
|
25,000
|
|
|
—
|
|
||
CAPITAL:
|
|
|
|
||||
Class A common shares; No par value; Issued and outstanding: 2019—68,788,257 shares; 2018—66,810,980 shares
|
|
|
|
||||
Class B common shares; No par value; Issued and outstanding: 2019—79,233,544 shares; 2018—78,838,736 shares
|
|
|
|
||||
Contributed capital
|
571,532
|
|
|
556,521
|
|
||
Retained earnings
|
42,844
|
|
|
33,811
|
|
||
Accumulated other comprehensive loss
|
(2,682
|
)
|
|
(3,306
|
)
|
||
Total members’ capital
|
611,694
|
|
|
587,026
|
|
||
Noncontrolling interests
|
1,272,106
|
|
|
1,261,491
|
|
||
Total capital
|
1,883,800
|
|
|
1,848,517
|
|
||
TOTAL
|
$
|
3,004,700
|
|
|
$
|
2,923,892
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
NET INCOME (LOSS)
|
$
|
22,268
|
|
|
$
|
(67,945
|
)
|
|
$
|
24,196
|
|
OTHER COMPREHENSIVE INCOME (LOSS):
|
|
|
|
|
|
||||||
Net actuarial gain (loss) on defined benefit pension plan
|
917
|
|
|
(1,252
|
)
|
|
611
|
|
|||
Reclassification of actuarial loss on defined benefit pension plan included in net income (loss)
|
143
|
|
|
90
|
|
|
113
|
|
|||
Other comprehensive income (loss) before taxes
|
1,060
|
|
|
(1,162
|
)
|
|
724
|
|
|||
INCOME TAX (PROVISION) BENEFIT RELATED TO OTHER COMPREHENSIVE INCOME (LOSS)
|
—
|
|
|
—
|
|
|
—
|
|
|||
OTHER COMPREHENSIVE INCOME (LOSS)—Net of tax
|
1,060
|
|
|
(1,162
|
)
|
|
724
|
|
|||
COMPREHENSIVE INCOME (LOSS)
|
23,328
|
|
|
(69,107
|
)
|
|
24,920
|
|
|||
LESS COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
13,633
|
|
|
(33,675
|
)
|
|
(48,737
|
)
|
|||
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY
|
$
|
9,695
|
|
|
$
|
(35,432
|
)
|
|
$
|
73,657
|
|
|
Class A
Common Shares |
|
Class B
Common Shares |
|
Contributed
Capital |
|
(Accumulated
Deficit)
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
Members’ Capital |
|
Noncontrolling
Interests |
|
Total
Capital |
||||||||||||||
BALANCE - January 1, 2017
|
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 awards 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, net of forfeitures
|
453,172
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Issuance of Class A common shares in initial public offering, net of underwriter's 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
|
|
||||||
Other comprehensive income—net of tax of $0-actuarial gain on pension plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
422
|
|
|
422
|
|
|
302
|
|
|
724
|
|
||||||
Adjustment to liability recognized under tax receivable agreement—net of tax of $0
|
—
|
|
|
—
|
|
|
(56,216
|
)
|
|
—
|
|
|
—
|
|
|
(56,216
|
)
|
|
—
|
|
|
(56,216
|
)
|
||||||
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 awards 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
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
9,033
|
|
|
—
|
|
|
9,033
|
|
|
13,235
|
|
|
22,268
|
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
13,631
|
|
|
—
|
|
|
—
|
|
|
13,631
|
|
|
—
|
|
|
13,631
|
|
||||||
Reacquisition of share-based compensation awards for tax-withholding purposes
|
(296,392
|
)
|
|
—
|
|
|
(4,099
|
)
|
|
—
|
|
|
—
|
|
|
(4,099
|
)
|
|
—
|
|
|
(4,099
|
)
|
||||||
Settlement of restricted share units for Class A common shares
|
337,799
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Issuance of share-based compensation awards, net of forfeitures
|
1,894,168
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other comprehensive income—net of tax of $0-actuarial gain on pension plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
662
|
|
|
662
|
|
|
398
|
|
|
1,060
|
|
||||||
Contribution from noncontrolling interest and related sale of Class B common shares
|
—
|
|
|
436,498
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
5,544
|
|
|
5,547
|
|
||||||
Redemption of noncontrolling interests
|
41,702
|
|
|
(41,690
|
)
|
|
460
|
|
|
—
|
|
|
(2
|
)
|
|
458
|
|
|
(458
|
)
|
|
—
|
|
||||||
Adjustment to liability recognized under tax receivable agreement—net of tax of $0
|
—
|
|
|
—
|
|
|
(3,124
|
)
|
|
—
|
|
|
—
|
|
|
(3,124
|
)
|
|
—
|
|
|
(3,124
|
)
|
||||||
Adjustment of noncontrolling interest in the Operating Company
|
—
|
|
|
—
|
|
|
8,140
|
|
|
—
|
|
|
(36
|
)
|
|
8,104
|
|
|
(8,104
|
)
|
|
—
|
|
||||||
BALANCE - December 31, 2019
|
68,788,257
|
|
|
79,233,544
|
|
|
$
|
571,532
|
|
|
$
|
42,844
|
|
|
$
|
(2,682
|
)
|
|
$
|
611,694
|
|
|
$
|
1,272,106
|
|
|
$
|
1,883,800
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
22,268
|
|
|
$
|
(67,945
|
)
|
|
$
|
24,196
|
|
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
|
|
|
|
|
||||||
Equity in (earnings) loss from unconsolidated entities
|
(2,327
|
)
|
|
2,163
|
|
|
(5,776
|
)
|
|||
Deferred income taxes
|
2,445
|
|
|
9,183
|
|
|
—
|
|
|||
Depreciation and amortization
|
20,633
|
|
|
13,260
|
|
|
1,508
|
|
|||
Noncash adjustment of payable pursuant to tax receivable agreement liability
|
—
|
|
|
(1,928
|
)
|
|
(105,586
|
)
|
|||
Gain on settlement of contingent consideration—related party
|
(64,870
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on sale of golf club operating properties
|
—
|
|
|
(6,700
|
)
|
|
—
|
|
|||
Gain on insurance proceeds for damaged property
|
—
|
|
|
(1,566
|
)
|
|
—
|
|
|||
Share-based compensation
|
13,631
|
|
|
11,464
|
|
|
18,421
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Inventories
|
(191,967
|
)
|
|
(278,008
|
)
|
|
(64,523
|
)
|
|||
Related party assets
|
(19,446
|
)
|
|
(17,787
|
)
|
|
49,253
|
|
|||
Other assets
|
(3,924
|
)
|
|
(1,073
|
)
|
|
(923
|
)
|
|||
Accounts payable and other liabilities
|
(4,174
|
)
|
|
(5,714
|
)
|
|
59,774
|
|
|||
Related party liabilities
|
(4,309
|
)
|
|
1,355
|
|
|
(34,487
|
)
|
|||
Net cash used in operating activities
|
(232,040
|
)
|
|
(343,296
|
)
|
|
(58,143
|
)
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from the maturity of marketable securities
|
—
|
|
|
—
|
|
|
45,210
|
|
|||
Purchase of marketable securities
|
—
|
|
|
—
|
|
|
(25,233
|
)
|
|||
Distribution from Gateway Commercial Venture
|
1,987
|
|
|
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 from former San Francisco Venture members in relation to Separation Agreement
|
—
|
|
|
—
|
|
|
30,000
|
|
|||
Purchase of properties and equipment
|
(1,676
|
)
|
|
(3,105
|
)
|
|
(242
|
)
|
|||
Net cash provided by (used in) investing activities
|
311
|
|
|
579
|
|
|
(56,765
|
)
|
|||
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
|
3
|
|
|
—
|
|
|
45
|
|
|||
Proceeds from senior notes offering
|
125,000
|
|
|
—
|
|
|
500,000
|
|
|||
Proceeds from issuance of Class A Common Units in private placement
|
—
|
|
|
—
|
|
|
100,000
|
|
|||
Senior notes pre-issuance accrued interest proceeds
|
1,941
|
|
|
—
|
|
|
—
|
|
|||
Payment of pre-issuance accrued interest on senior notes
|
(1,941
|
)
|
|
—
|
|
|
—
|
|
|||
Principal payment on settlement note
|
—
|
|
|
(5,000
|
)
|
|
—
|
|
|||
Principal payment on Macerich note
|
(65,130
|
)
|
|
—
|
|
|
—
|
|
|||
Payment of equity offering costs
|
—
|
|
|
—
|
|
|
(2,499
|
)
|
|||
Reacquisition of share-based compensation awards for tax-withholding purposes
|
(4,099
|
)
|
|
(5,131
|
)
|
|
(6,480
|
)
|
|||
Payment of financing costs
|
(2,822
|
)
|
|
—
|
|
|
(10,558
|
)
|
|||
Related party reimbursement obligation
|
(290
|
)
|
|
—
|
|
|
—
|
|
|||
Contribution from noncontrolling interest
|
5,544
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of redeemable noncontrolling interest
|
25,000
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
83,206
|
|
|
(10,131
|
)
|
|
900,206
|
|
|||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH
|
(148,523
|
)
|
|
(352,848
|
)
|
|
785,298
|
|
|||
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period
|
497,097
|
|
|
849,945
|
|
|
64,647
|
|
|||
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH—End of period
|
$
|
348,574
|
|
|
$
|
497,097
|
|
|
$
|
849,945
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Gain on sale of golf club operating property
|
$
|
—
|
|
|
$
|
6,700
|
|
|
$
|
—
|
|
Gain on insurance claims and other
|
13
|
|
|
1,566
|
|
|
—
|
|
|||
Net periodic pension benefit
|
35
|
|
|
307
|
|
|
93
|
|
|||
Total miscellaneous other income
|
$
|
48
|
|
|
$
|
8,573
|
|
|
$
|
93
|
|
|
Balance at December 31, 2018
|
|
Adjustments due to ASU No. 2016-02
|
|
Balance at January 1, 2019
|
||||||
ASSETS
|
|
|
|
|
|
||||||
Related party assets
|
$
|
61,039
|
|
|
$
|
18,811
|
|
|
$
|
79,850
|
|
Other assets
|
9,179
|
|
|
11,425
|
|
|
20,604
|
|
|||
LIABILITIES
|
|
|
|
|
|
||||||
Accounts payable and other liabilities
|
161,139
|
|
|
11,425
|
|
|
172,564
|
|
|||
Related party liabilities
|
178,540
|
|
|
18,811
|
|
|
197,351
|
|
|
Year ended December 31, 2019
|
||||||||||||||||||
|
Valencia
|
|
San Francisco
|
|
Great Park
|
|
Commercial
|
|
Total
|
||||||||||
Land sales
|
$
|
140,058
|
|
|
$
|
885
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
140,943
|
|
Management services
|
—
|
|
|
2,385
|
|
|
36,873
|
|
|
322
|
|
|
39,580
|
|
|||||
Operating properties
|
1,642
|
|
|
725
|
|
|
—
|
|
|
—
|
|
|
2,367
|
|
|||||
|
141,700
|
|
|
3,995
|
|
|
36,873
|
|
|
322
|
|
|
182,890
|
|
|||||
Operating properties leasing revenues
|
1,490
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,490
|
|
|||||
|
$
|
143,190
|
|
|
$
|
3,995
|
|
|
$
|
36,873
|
|
|
$
|
322
|
|
|
$
|
184,380
|
|
|
Year ended December 31, 2018
|
||||||||||||||||||
|
Valencia
|
|
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
|
|
|||||
|
4,027
|
|
|
6,010
|
|
|
35,090
|
|
|
1,489
|
|
|
46,616
|
|
|||||
Operating properties leasing revenues
|
2,374
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,374
|
|
|||||
|
$
|
6,401
|
|
|
$
|
6,010
|
|
|
$
|
35,090
|
|
|
$
|
1,489
|
|
|
$
|
48,990
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Land sale revenues
|
$
|
270,970
|
|
|
$
|
175,689
|
|
|
$
|
480,934
|
|
Cost of land sales
|
(179,836
|
)
|
|
(118,115
|
)
|
|
(339,100
|
)
|
|||
Other costs and expenses
|
(56,248
|
)
|
|
(54,506
|
)
|
|
(105,772
|
)
|
|||
Net income of Great Park Venture
|
$
|
34,886
|
|
|
$
|
3,068
|
|
|
$
|
36,062
|
|
The Company’s share of net income
|
$
|
13,082
|
|
|
$
|
1,151
|
|
|
$
|
13,523
|
|
Basis difference amortization
|
(6,900
|
)
|
|
(2,057
|
)
|
|
(7,763
|
)
|
|||
Equity in earnings (loss) from Great Park Venture
|
$
|
6,182
|
|
|
$
|
(906
|
)
|
|
$
|
5,760
|
|
|
2019
|
|
2018
|
||||
Inventories
|
$
|
870,861
|
|
|
$
|
1,059,717
|
|
Cash and cash equivalents
|
293,002
|
|
|
60,663
|
|
||
Receivable and other assets
|
32,395
|
|
|
33,836
|
|
||
Total assets
|
$
|
1,196,258
|
|
|
$
|
1,154,216
|
|
Accounts payable and other liabilities
|
$
|
159,965
|
|
|
$
|
152,809
|
|
Distribution payable to Legacy Interests
|
76,272
|
|
|
—
|
|
||
Redeemable Legacy Interests
|
133,695
|
|
|
209,967
|
|
||
Capital (Percentage Interest)
|
826,326
|
|
|
791,440
|
|
||
Total liabilities and capital
|
$
|
1,196,258
|
|
|
$
|
1,154,216
|
|
The Company’s share of capital in Great Park Venture
|
$
|
309,872
|
|
|
$
|
296,790
|
|
Unamortized basis difference
|
121,963
|
|
|
128,863
|
|
||
The Company’s investment in the Great Park Venture
|
$
|
431,835
|
|
|
$
|
425,653
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Rental revenues
|
$
|
34,157
|
|
|
$
|
26,580
|
|
|
$
|
9,245
|
|
Rental operating and other expenses
|
(7,304
|
)
|
|
(4,963
|
)
|
|
(1,091
|
)
|
|||
Depreciation and amortization
|
(15,101
|
)
|
|
(11,730
|
)
|
|
(4,504
|
)
|
|||
Interest expense
|
(16,892
|
)
|
|
(11,563
|
)
|
|
(3,629
|
)
|
|||
Net (loss) income of Gateway Commercial Venture
|
$
|
(5,140
|
)
|
|
$
|
(1,676
|
)
|
|
$
|
21
|
|
Equity in (loss) earnings from Gateway Commercial Venture
|
$
|
(3,855
|
)
|
|
$
|
(1,257
|
)
|
|
$
|
16
|
|
|
2019
|
|
2018
|
||||
Real estate and related intangible assets, net
|
$
|
451,988
|
|
|
$
|
464,123
|
|
Other assets
|
21,410
|
|
|
14,833
|
|
||
Total assets
|
$
|
473,398
|
|
|
$
|
478,956
|
|
Notes payable, net
|
$
|
302,344
|
|
|
$
|
295,440
|
|
Other liabilities, net
|
35,848
|
|
|
40,521
|
|
||
Members’ capital
|
135,206
|
|
|
142,995
|
|
||
Total liabilities and capital
|
$
|
473,398
|
|
|
$
|
478,956
|
|
The Company’s investment in the Gateway Commercial Venture
|
$
|
101,404
|
|
|
$
|
107,246
|
|
|
2019
|
|
2018
|
||||
Agriculture operating properties and equipment
|
$
|
30,016
|
|
|
$
|
29,975
|
|
Other
|
9,116
|
|
|
7,166
|
|
||
Total properties and equipment
|
39,132
|
|
|
37,141
|
|
||
Accumulated depreciation
|
(6,820
|
)
|
|
(5,464
|
)
|
||
Properties and equipment, net
|
$
|
32,312
|
|
|
$
|
31,677
|
|
|
2019
|
|
2018
|
||||
Gross carrying amount
|
$
|
129,705
|
|
|
$
|
129,705
|
|
Accumulated amortization
|
(49,355
|
)
|
|
(33,788
|
)
|
||
Net book value
|
$
|
80,350
|
|
|
$
|
95,917
|
|
|
2019
|
|
2018
|
||||
Related Party Assets:
|
|
|
|
||||
Contract assets (see Note 3)
|
$
|
68,133
|
|
|
$
|
49,834
|
|
Prepaid rent
|
—
|
|
|
5,972
|
|
||
Operating lease right-of-use asset (see Note 2 and Note 12)
|
23,047
|
|
|
—
|
|
||
Other
|
6,381
|
|
|
5,233
|
|
||
|
$
|
97,561
|
|
|
$
|
61,039
|
|
Related Party Liabilities:
|
|
|
|
||||
Reimbursement obligation
|
$
|
102,403
|
|
|
$
|
102,692
|
|
Contingent consideration—Mall Venture project property
|
—
|
|
|
64,870
|
|
||
Payable to holders of Management Company’s Class B interests
|
9,000
|
|
|
9,000
|
|
||
Operating lease liability (see Note 2 and Note 12)
|
16,282
|
|
|
—
|
|
||
Other
|
197
|
|
|
1,978
|
|
||
|
$
|
127,882
|
|
|
$
|
178,540
|
|
|
2019
|
|
2018
|
||||
7.875 % Senior Notes due 2025
|
$
|
625,000
|
|
|
$
|
500,000
|
|
Macerich Note
|
—
|
|
|
65,130
|
|
||
Unamortized debt issuance costs and discount
|
(8,954
|
)
|
|
(8,126
|
)
|
||
|
$
|
616,046
|
|
|
$
|
557,004
|
|
|
|
2019
|
||
Operating lease cost
|
|
$
|
2,498
|
|
Related party operating lease cost
|
|
3,144
|
|
|
Short-term lease cost
|
|
527
|
|
|
|
2019
|
||
Operating lease right-of-use assets ($23,047 related party)
|
|
$
|
32,579
|
|
Operating lease liabilities ($16,282 related party)
|
|
$
|
27,206
|
|
Weighted average remaining lease term (operating lease)
|
|
7.1
|
|
|
Weighted average discount rate (operating lease)
|
|
5.9
|
%
|
Years Ending December 31,
|
|
Rental
Payments |
||
2020
|
|
$
|
4,634
|
|
2021
|
|
5,263
|
|
|
2022
|
|
5,420
|
|
|
2023
|
|
5,583
|
|
|
2024
|
|
2,495
|
|
|
Thereafter
|
|
10,570
|
|
|
Total lease payments
|
|
$
|
33,965
|
|
|
|
|
||
Discount
|
|
$
|
6,759
|
|
Total operating lease liabilities
|
|
$
|
27,206
|
|
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
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
|
||||||
Cash paid for interest, all of which was capitalized to inventories
|
$
|
57,654
|
|
|
$
|
43,892
|
|
|
$
|
4,211
|
|
|
|
|
|
|
|
||||||
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
|
$
|
458
|
|
|
$
|
30,088
|
|
|
$
|
—
|
|
Purchase of properties and equipment in accounts payable and other liabilities
|
$
|
381
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Recognition of TRA liability
|
$
|
3,124
|
|
|
$
|
18,963
|
|
|
$
|
56,216
|
|
|
2019
|
||
Cash paid for amounts included in the measurement of operating lease liabilities
|
$
|
6,306
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cash and cash equivalents
|
$
|
346,833
|
|
|
$
|
495,694
|
|
|
$
|
848,478
|
|
Restricted cash and certificates of deposit
|
1,741
|
|
|
1,403
|
|
|
1,467
|
|
|||
Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows
|
$
|
348,574
|
|
|
$
|
497,097
|
|
|
$
|
849,945
|
|
|
For the year ended December 31, 2019
|
||||||||||||||||||||||||||||||||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||
|
Valencia
|
|
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
|
$
|
143,190
|
|
|
$
|
3,995
|
|
|
$
|
307,843
|
|
|
$
|
34,479
|
|
|
$
|
489,507
|
|
|
$
|
(270,970
|
)
|
|
$
|
(34,157
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
184,380
|
|
Depreciation and amortization
|
286
|
|
|
215
|
|
|
15,567
|
|
|
15,100
|
|
|
31,168
|
|
|
—
|
|
|
(15,100
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
740
|
|
|
16,808
|
|
||||||||||||
Interest income
|
1
|
|
|
—
|
|
|
3,489
|
|
|
—
|
|
|
3,490
|
|
|
(3,489
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,843
|
|
|
7,844
|
|
||||||||||||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
16,892
|
|
|
16,892
|
|
|
—
|
|
|
(16,892
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||||
Segment profit (loss)/net profit (loss)
|
25,780
|
|
|
49,890
|
|
|
44,369
|
|
|
(4,818
|
)
|
|
115,221
|
|
|
(34,886
|
)
|
|
5,140
|
|
|
6,182
|
|
|
(3,855
|
)
|
|
—
|
|
|
(65,534
|
)
|
|
22,268
|
|
||||||||||||
Other significant items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Segment assets
|
748,082
|
|
|
1,197,081
|
|
|
1,356,417
|
|
|
473,409
|
|
|
3,774,989
|
|
|
(1,196,258
|
)
|
|
(473,398
|
)
|
|
431,835
|
|
|
101,404
|
|
|
(8,310
|
)
|
|
374,438
|
|
|
3,004,700
|
|
||||||||||||
Inventory assets and real estate related assets, net
|
703,587
|
|
|
1,186,174
|
|
|
870,861
|
|
|
451,988
|
|
|
3,212,610
|
|
|
(870,861
|
)
|
|
(451,988
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,889,761
|
|
||||||||||||
Expenditures for long-lived assets (4)
|
241,410
|
|
|
49,421
|
|
|
(9,487
|
)
|
|
2,924
|
|
|
284,268
|
|
|
9,487
|
|
|
(2,924
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,808
|
|
|
292,639
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
For the year ended December 31, 2018
|
||||||||||||||||||||||||||||||||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||
|
Valencia
|
|
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)
|
||||||||||||||||||||||||||||||||||||||||||||||
|
Valencia
|
|
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
|
|
|
Share-Based Awards
(in thousands) |
|
Weighted-
Average Grant Date Fair Value |
|||
Nonvested at January 1, 2017
|
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
|
|
Granted
|
1,899
|
|
|
$
|
5.09
|
|
Forfeited
|
(4
|
)
|
|
$
|
14.83
|
|
Vested
|
(777
|
)
|
|
$
|
14.62
|
|
Nonvested at December 31, 2019
|
3,011
|
|
|
$
|
9.02
|
|
|
2019
|
|
2018
|
||||
Change in benefit obligation:
|
|
|
|
||||
Projected benefit obligation—beginning of year
|
$
|
20,324
|
|
|
$
|
21,622
|
|
Interest cost
|
828
|
|
|
749
|
|
||
Benefits paid
|
(789
|
)
|
|
(984
|
)
|
||
Actuarial loss (gain)
|
1,654
|
|
|
(1,063
|
)
|
||
Projected benefit obligation—end of year
|
$
|
22,017
|
|
|
$
|
20,324
|
|
Change in plan assets:
|
|
|
|
|
|
||
Fair value of plan assets—beginning of year
|
$
|
16,895
|
|
|
$
|
18,829
|
|
Actual gain (loss) on plan assets
|
3,577
|
|
|
(1,168
|
)
|
||
Employer contributions
|
—
|
|
|
218
|
|
||
Benefits paid
|
(789
|
)
|
|
(984
|
)
|
||
Fair value of plan assets—end of year
|
$
|
19,683
|
|
|
$
|
16,895
|
|
Funded status
|
$
|
(2,334
|
)
|
|
$
|
(3,429
|
)
|
Amounts recognized in the consolidated balance sheet—liability
|
$
|
2,334
|
|
|
$
|
3,429
|
|
Amounts recognized in accumulated other comprehensive loss—net actuarial loss
|
$
|
(4,367
|
)
|
|
$
|
(5,428
|
)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net periodic benefit:
|
|
|
|
|
|
||||||
Interest cost
|
$
|
828
|
|
|
$
|
749
|
|
|
$
|
818
|
|
Expected return on plan assets
|
(1,006
|
)
|
|
(1,146
|
)
|
|
(1,024
|
)
|
|||
Amortization of net actuarial loss
|
143
|
|
|
90
|
|
|
113
|
|
|||
Net periodic benefit
|
(35
|
)
|
|
(307
|
)
|
|
(93
|
)
|
|||
Adjustment to accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|||
Net actuarial (gain) loss
|
(917
|
)
|
|
1,252
|
|
|
(611
|
)
|
|||
Amortization of net actuarial loss
|
(143
|
)
|
|
(90
|
)
|
|
(113
|
)
|
|||
Total adjustment to accumulated other comprehensive loss
|
(1,060
|
)
|
|
1,162
|
|
|
(724
|
)
|
|||
Total recognized in net periodic benefit and accumulated other comprehensive loss
|
$
|
(1,095
|
)
|
|
$
|
855
|
|
|
$
|
(817
|
)
|
|
2019
|
|
2018
|
Discount rate
|
3.15%
|
|
4.20%
|
Rate of compensation increase
|
N/A
|
|
N/A
|
|
2019
|
|
2018
|
|
2017
|
Discount rate
|
4.20%
|
|
3.55%
|
|
4.10%
|
Rate of compensation increase
|
N/A
|
|
N/A
|
|
N/A
|
Expected long-term return on plan assets
|
6.17%
|
|
6.23%
|
|
6.33%
|
Asset Category
|
2019
|
|
2018
|
||||
Pooled and/or collective funds:
|
|
|
|
|
|
||
Equity funds:
|
|
|
|
||||
Large cap
|
$
|
7,259
|
|
|
$
|
5,777
|
|
Mid cap
|
1,400
|
|
|
1,101
|
|
||
Small cap
|
1,963
|
|
|
1,579
|
|
||
International
|
1,960
|
|
|
1,654
|
|
||
Fixed-income funds—U.S. bonds and short term
|
7,101
|
|
|
6,784
|
|
||
Total
|
$
|
19,683
|
|
|
$
|
16,895
|
|
2020
|
$
|
2,181
|
|
2021
|
1,011
|
|
|
2022
|
1,641
|
|
|
2023
|
1,474
|
|
|
2024
|
2,684
|
|
|
2025-2029
|
8,765
|
|
|
|
$
|
17,756
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Deferred income tax (expense) benefit:
|
|
|
|
|
|
||||||
Federal
|
$
|
(3,750
|
)
|
|
$
|
5,066
|
|
|
$
|
(28,643
|
)
|
State
|
(1,732
|
)
|
|
2,340
|
|
|
(6,501
|
)
|
|||
Total deferred income tax (expense) benefit
|
(5,482
|
)
|
|
7,406
|
|
|
(35,144
|
)
|
|||
Decrease (increase) in valuation allowance
|
3,062
|
|
|
(16,585
|
)
|
|
35,146
|
|
|||
Expiration of unused loss carryforwards
|
(25
|
)
|
|
(4
|
)
|
|
(2
|
)
|
|||
(Expense) benefit for income taxes
|
$
|
(2,445
|
)
|
|
$
|
(9,183
|
)
|
|
$
|
—
|
|
|
2019
|
|
2018
|
||||
Deferred tax assets
|
|
|
|
||||
Net operating loss carryforward
|
$
|
115,636
|
|
|
$
|
102,026
|
|
Tax receivable agreement
|
48,309
|
|
|
47,435
|
|
||
Other
|
1,258
|
|
|
1,382
|
|
||
Valuation allowance
|
(20,107
|
)
|
|
(23,207
|
)
|
||
Total deferred tax assets
|
145,096
|
|
|
127,636
|
|
||
Deferred tax liabilities-investments in subsidiaries
|
(156,724
|
)
|
|
(136,819
|
)
|
||
Deferred tax liability, net
|
$
|
(11,628
|
)
|
|
$
|
(9,183
|
)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income (loss) attributable to the Company
|
$
|
9,033
|
|
|
$
|
(34,714
|
)
|
|
$
|
73,235
|
|
Adjustments to net income (loss) attributable to the Company
|
50
|
|
|
221
|
|
|
(750
|
)
|
|||
Net income (loss) attributable to common shareholders
|
$
|
9,083
|
|
|
$
|
(34,493
|
)
|
|
$
|
72,485
|
|
Numerator—basic common shares:
|
|
|
|
|
|
||||||
Net income (loss) attributable to common shareholders
|
$
|
9,083
|
|
|
$
|
(34,493
|
)
|
|
$
|
72,485
|
|
Less: net income allocated to participating securities
|
$
|
(390
|
)
|
|
$
|
—
|
|
|
$
|
(506
|
)
|
Allocation of net income (loss) among common shareholders
|
$
|
8,693
|
|
|
$
|
(34,493
|
)
|
|
$
|
71,979
|
|
Numerator for basic net income (loss) available to Class A Common Shareholders
|
$
|
8,690
|
|
|
$
|
(34,480
|
)
|
|
$
|
71,947
|
|
Numerator for basic net income (loss) available to Class B Common Shareholders
|
$
|
3
|
|
|
$
|
(13
|
)
|
|
$
|
32
|
|
Numerator—diluted common shares:
|
|
|
|
|
|
||||||
Net income (loss) attributable to common shareholders
|
$
|
9,083
|
|
|
$
|
(34,493
|
)
|
|
$
|
72,485
|
|
Reallocation of income (loss) to Company upon assumed exchange of common units
|
$
|
9,501
|
|
|
$
|
—
|
|
|
$
|
(48,289
|
)
|
Less: net income allocated to participating securities
|
$
|
(372
|
)
|
|
$
|
—
|
|
|
$
|
(69
|
)
|
Allocation of net income (loss) among common shareholders
|
$
|
18,212
|
|
|
$
|
(34,493
|
)
|
|
$
|
24,127
|
|
Numerator for diluted net income (loss) available to Class A Common Shareholders
|
$
|
18,209
|
|
|
$
|
(34,480
|
)
|
|
$
|
24,123
|
|
Numerator for diluted net income (loss) available to Class B Common Shareholders
|
$
|
3
|
|
|
$
|
(13
|
)
|
|
$
|
4
|
|
Denominator:
|
|
|
|
|
|
||||||
Basic weighted average Class A common shares outstanding
|
66,261,968
|
|
|
65,002,387
|
|
|
54,006,954
|
|
|||
Diluted weighted average Class A common shares outstanding
|
145,491,898
|
|
|
65,002,387
|
|
|
133,007,828
|
|
|||
Basic and diluted weighted average Class B common shares outstanding
|
79,221,176
|
|
|
79,859,730
|
|
|
78,821,553
|
|
|||
Basic earnings (loss) per share:
|
|
|
|
|
|
||||||
Class A common shares
|
$
|
0.13
|
|
|
$
|
(0.53
|
)
|
|
$
|
1.33
|
|
Class B common shares
|
$
|
0.00
|
|
|
$
|
(0.00
|
)
|
|
$
|
0.00
|
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
||||||
Class A common shares
|
$
|
0.13
|
|
|
$
|
(0.53
|
)
|
|
$
|
0.18
|
|
Class B common shares
|
$
|
0.00
|
|
|
$
|
(0.00
|
)
|
|
$
|
0.00
|
|
|
|
|
|
|
|
||||||
Anti-dilutive potential RSUs
|
—
|
|
|
72,579
|
|
|
—
|
|
|||
Anti-dilutive potential Performance RSUs
|
388,155
|
|
|
—
|
|
|
—
|
|
|||
Anti-dilutive potential Restricted Shares (weighted average)
|
—
|
|
|
1,817,020
|
|
|
—
|
|
|||
Anti-dilutive potential Class A common shares (weighted average)
|
—
|
|
|
79,883,687
|
|
|
—
|
|
|
2019 Quarterly Periods
|
||||||||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||
|
First (1)
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
13,073
|
|
|
$
|
12,387
|
|
|
$
|
12,014
|
|
|
$
|
146,906
|
|
Income (loss) before income tax
|
53,999
|
|
|
(22,628
|
)
|
|
(22,955
|
)
|
|
16,297
|
|
||||
Net income (loss) attributable to the Company
|
23,808
|
|
|
(10,512
|
)
|
|
(10,663
|
)
|
|
6,400
|
|
||||
Net income (loss) attributable to the Company per Class A Share (Basic and diluted)
|
0.35
|
|
|
(0.16
|
)
|
|
(0.16
|
)
|
|
0.09
|
|
||||
Net income (loss) attributable to the Company per Class B Share (Basic and diluted)
|
0.00
|
|
|
(0.00
|
)
|
|
(0.00
|
)
|
|
0.00
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
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
|
)
|
|
|
|
|
|
|
|
|||
Plan category
|
|
Number of securities to be issued
upon exercise of
outstanding options, warrants and rights(2)
(a)
|
|
Weighted-average
exercise price of
outstanding
options, warrants and rights
(b)
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c)
|
|||
Equity compensation plans approved by shareholders(1)
|
|
544,505
|
|
|
—
|
|
|
5,004,496
|
|
(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
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
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FIVE POINT HOLDINGS, LLC
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By:
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/s/ Emile Haddad
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Emile Haddad
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President and
Chief Executive Officer
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Date:
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March 13, 2020
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Principal Executive Officer:
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Emile Haddad
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/s/ Emile Haddad
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Chairman of the Board, President, and Chief Executive Officer
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Date:
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March 13, 2020
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Principal Financial and Accounting Officer:
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Erik Higgins
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/s/ Erik Higgins
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Chief Financial Officer and Vice President
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Date:
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March 13, 2020
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Directors:
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Richard Beckwitt
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/s/ Richard Beckwitt
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Gary Hunt
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/s/ Gary Hunt
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Date:
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March 13, 2020
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Date:
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March 13, 2020
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Kathleen Brown
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/s/ Kathleen Brown
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Jonathan M. Jaffe
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/s/ Jonathan M. Jaffe
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Date:
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March 13, 2020
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Date:
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March 13, 2020
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William Browning
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/s/ William Browning
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Stuart Miller
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/s/ Stuart Miller
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Date:
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March 13, 2020
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Date:
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March 13, 2020
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Evan Carruthers
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/s/ Evan Carruthers
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Michael Rossi
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/s/ Michael Rossi
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Date:
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March 13, 2020
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Date:
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March 13, 2020
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Jonathan Foster
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/s/ Jonathan Foster
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Michael Winer
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/s/ Michael Winer
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Date:
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March 13, 2020
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Date:
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March 13, 2020
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||||||||||||||||||
($ in thousands)
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Initial Cost
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Costs Capitalized
Subsequent
to Acquisition (a)
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Gross Amounts at
Which Carried at
Close of Period (b)
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||||||||||||||||||||||||||
Description
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Location
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Encumbrances
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Land
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Buildings
and
Improvements
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Land
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Buildings
and
Improvements
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Land
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Buildings
and
Improvements
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Total
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Accumulated
Depreciation
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Date of
Construction
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Date
Acquired /
Completed
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Depreciation
Life
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||||||||||||||||||
Valencia (formerly Newhall Ranch)- Land under development
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Los Angeles
County, CA
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$
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—
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$
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111,172
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$
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—
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$
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589,367
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$
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—
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$
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700,539
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$
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—
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$
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700,539
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$
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—
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2009
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N/A
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Candlestick and The San Francisco Shipyard- Land under development
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San
Francisco,
CA
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—
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1,038,154
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—
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148,020
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—
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1,186,174
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—
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1,186,174
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—
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2016
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N/A
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|||||||||
Agriculture- Operating property
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Los Angeles
County, CA
Ventura
County, CA
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—
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40,634
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1,114
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(13,477
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)
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1,745
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27,157
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2,859
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30,016
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(c)
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1,758
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2009
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(d)
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|||||||||
Other Properties
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Various
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—
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3,048
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—
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—
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—
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3,048
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—
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3,048
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—
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2009
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N/A
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|||||||||
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|||||||||
Total
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$
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—
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$
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1,193,008
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$
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1,114
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$
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723,910
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$
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1,745
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$
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1,916,918
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$
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2,859
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$
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1,919,777
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(e)
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$
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1,758
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(e)
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(a)
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Costs capitalized subsequent to acquisitions are net of land sales for real estate development properties and net of disposals, transfers and impairment write-downs for operating properties.
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(b)
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The aggregate cost of land and improvements for federal income tax purposes is approximately $2.4 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.
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(c)
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Included in properties and equipment, net in the consolidated balance sheet.
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(d)
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See Note 2 of the Notes to Consolidated Financial Statements for information related to depreciation.
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(e)
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Reconciliation of “Real Estate and Accumulated Depreciation”:
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•
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make our shareholders personally liable for our debts, obligations or liabilities;
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•
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modify the right for our shareholders to have business interests and engage in business activities that may directly compete with us or our subsidiaries;
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•
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except as otherwise provided for in our operating agreement, change the powers, preferences and rights of the holders of Class A common shares without a corresponding change in the powers, preferences and rights of the holders of Class B common shares, or vice versa;
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•
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change the terms by which Class B common shares convert into Class A common shares;
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•
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change the ratio of Class A common shares to Class B common shares as a result of any subdivision or combination of common shares;
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•
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modify the terms under which Class B common shares are entitled to receive distributions in connection with distributions on the Class A common shares, or vice versa, including in liquidation;
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•
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modify the duties of our directors and officers to us and our shareholders;
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•
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modify our election to be taxed as a corporation, or change the terms or procedures by which we may revoke or change that election;
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•
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change the terms and procedures by which we may conduct a liquidation;
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•
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modify the terms under which our board of directors may elect to dissolve the Company;
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•
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modify the terms under which our operating agreement may be amended;
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•
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modify the terms and procedures by which certain business formation transactions may be approved or consummated, including a merger, consolidation or conversion, and sale of all or substantially all of our assets;
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•
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modify when holders of our Class A common shares and Class B common shares must vote as a single class;
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•
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change the number of votes that may be cast by each Class A common share or Class B common share; or
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•
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modify the provision that prohibits cumulative voting rights by holders of Class A common shares and Class B common shares.
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•
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modify the size, classification, term or procedures for election of our board of directors;
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•
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modify the procedures by which vacancies on the board of directors are filled;
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•
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modify the provisions relating to resignation and removal of our directors;
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•
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modify the provision that prohibits our shareholders from taking action by written consent;
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•
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change the procedures by which a special meeting of our shareholders may be called; or
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•
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modify the designation of the Court of Chancery of the State of Delaware as the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of the Company, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees, agents or shareholders to us or our shareholders, (3) any action asserting a claim against us or any of our directors, officers, employees, agents or shareholders arising out of or relating to any provision of the Delaware LLC Act or our operating agreement or (4) any action asserting a claim against us or any of our directors, officers, employees, agents or shareholders governed by the internal affairs doctrine of the State of Delaware.
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•
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merge or consolidate with one or more entities;
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•
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convert into another entity; or
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•
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sell, exchange or otherwise dispose of all or substantially all of our assets in a single transaction or a series of related transactions.
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•
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the election of our board of directors to dissolve us, if approved by a majority of the total combined voting power of our outstanding Class A common shares and Class B common shares, voting together as a single class;
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•
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the entry of a decree of judicial dissolution; or
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•
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at any time that we no longer have any shareholders, unless our business is continued in accordance with the Delaware LLC Act.
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•
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Our operating agreement provides for a classified board. The provision for a classified board could prevent a party who acquires control of a majority of our outstanding common shares from obtaining control of our board of directors until our second annual shareholders meeting following the date the acquirer obtains the controlling interest. The classified board provision could have the effect of discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us and could increase the likelihood that incumbent directors will retain their positions.
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•
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Our operating agreement provides that directors may be removed only for cause and only by the affirmative vote of at least a majority of the voting power of the issued and outstanding capital shares then entitled to vote in the election of directors, voting together as a single class. Furthermore, any vacancy on our board of directors that results from an increase in the size of our board of directors may only be filled by the affirmative vote of a majority of our directors then in office, provided that a quorum is present. Any other vacancy on our board of directors may only be filled by the affirmative vote of a majority of our directors then in office, even if less than a quorum is present, or by a sole remaining director.
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•
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Our operating agreement provides that shareholder action may be taken only at an annual meeting or special meeting of shareholders and may not be taken by written consent.
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•
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Our operating agreement provides that special meetings of the shareholders may be called only upon the request of our Chairman or our President, and will be called by our Chairman or our President at the written request of (1) holders of shares entitling the holders to cast a majority of the votes entitled to be cast in the election of directors, (2) our board of directors or (3) a committee of the board of directors empowered to call shareholder meetings. Our operating agreement will prohibit the conduct of any business at a special meeting other than as specified in the notice for such meeting.
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•
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Our operating agreement establishes advance notice procedures with respect to shareholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of our board of directors or a committee of the board of directors. In order for any matter to be “properly brought” before a meeting, a shareholder must comply with the advance notice requirements. Our operating agreement allows the presiding officer at a meeting of the shareholders to adopt rules and regulations for the conduct of meetings which may have the effect of precluding the conduct of certain business at a meeting if the rules and regulations are not followed. These provisions may also defer, delay or discourage a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.
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•
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Our operating agreement authorizes us to issue additional shares without any shareholder approval. However, the listing requirements of the NYSE, which will apply whenever our Class A common shares are listed on the NYSE, require shareholder approval of certain issuances of shares equal to or exceeding 20% of the then outstanding voting power or then outstanding number of common shares.
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•
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Our ability to issue additional shares may enable our board of directors to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of our company by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive the shareholders of opportunities to sell their Class A common shares at prices higher than prevailing market prices.
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•
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Section 203 of the DGCL, which restricts certain business combinations involving Delaware corporations and interested stockholders in certain situations, does not apply to limited liability companies unless they elect to utilize it. Our operating agreement provides that Section 203 of the DGCL will be deemed to apply to us as if we were a Delaware corporation. In general, this statute prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder for a period of three years after the date of the transaction by which that person became an interested stockholder, unless the business combination is approved in a prescribed manner. For purposes of Section 203, a business combination includes a merger, asset sale or other transaction resulting in a financial benefit to the interested stockholder, and an “interested shareholder” is a person who, together with affiliates and associates, owns, or within three years prior, did own, 15% or more of the outstanding voting shares of a company. However, “interested shareholder” in our operating agreement does not include Lennar, Castlelake or any other person that subsequently acquires their interest in a transaction approved by our board of directors.
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•
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Our operating agreement provides that the Court of Chancery of the State of Delaware is the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents or our shareholders, (3) any action asserting a claim against us or any of our directors, officers or employees arising pursuant to any provision of the Delaware LLC Act or our operating agreement or (4) any action asserting a claim against us or any of our directors, officers or employees governed by the internal affairs doctrine of the State of Delaware. In the event that the Court of Chancery of the State of Delaware lacks jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding will be another state or federal court located within the State of Delaware. Failure to enforce the foregoing provisions would cause us irreparable harm and we are entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions. Any person or entity purchasing or otherwise acquiring any interest in our shares will be deemed to have notice of and consented to the foregoing provisions.
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Name
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Jurisdiction of Incorporation or Organization
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Five Point Operating Company, LP
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Delaware
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Five Point Holdings, Inc.
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Delaware
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Five Point Opco GP, LLC
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Delaware
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Five Point Capital Corp.
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Delaware
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Five Point Communities Management, Inc.
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Delaware
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Five Point Communities, LP
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Delaware
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Five Point Land, LLC
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Delaware
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LSHC Holding Company, LLC
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Delaware
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NWHL GP LLC
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Delaware
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The Newhall Land and Farming Company (A California limited partnership)
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California
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The Newhall Land and Farming Company, Inc.
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Delaware
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The Newhall Land and Farming Company, LLC
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Delaware
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Tournament Players Club at Valencia, LLC
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California
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LandSource Communities Development Sub LLC
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Delaware
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Southwest Communities Development LLC
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Delaware
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Legacy Lands, LLC
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Delaware
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SRV Holdings
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Florida
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Stevenson Ranch Venture, LLC
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Delaware
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Five Point Heritage Fields, LLC
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Delaware
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FPOVHI Member, LLC
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Delaware
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The Shipyard Communities, LLC
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Delaware
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The Shipyard Communities Retail Operator, LLC
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Delaware
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AG Phase 1 SLP, LLC
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Delaware
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AG Phase 2 SLP, LLC
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Delaware
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AG Phase 3A SLP, LLC
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Delaware
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AG Phase 3B SLP, LLC
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Delaware
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AG Phase 4 SLP, LLC
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Delaware
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CP Development Co., LLC
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Delaware
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TSC Management Co., LLC
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Delaware
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MDP Holding Company, LLC
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Delaware
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Madera DP2, LLC
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Delaware
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1.
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I have reviewed this annual report on Form 10-K of Five Point Holdings, LLC;
|
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 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):
|
(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
|
(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 13, 2020
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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;
|
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 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;
|
(b)
|
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;
|
(c)
|
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
|
(d)
|
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.
|
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):
|
(a)
|
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
|
(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 13, 2020
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/s/ Erik Higgins
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|
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Erik Higgins
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Chief Financial Officer and Vice President
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|
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(Principal Financial and Accounting Officer)
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|
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
March 13, 2020
|
|
|
/s/ Emile Haddad
|
|
|
|
|
Emile Haddad
|
|
|
|
|
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
|
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
March 13, 2020
|
|
|
/s/ Erik Higgins
|
|
|
|
|
Erik Higgins
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|
|
|
|
Chief Financial Officer and Vice President
(Principal Financial and Accounting Officer)
|