Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 28, 2019 | Jun. 29, 2018 | |
Class of Stock [Line Items] | |||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Entity Registrant Name | Five Point Holdings, LLC | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001574197 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Emerging Growth Company | true | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | true | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 646 | ||
Common Class A | |||
Class of Stock [Line Items] | |||
Entity Common Stock, Shares Outstanding | 68,746,555 | ||
Common Class B | |||
Class of Stock [Line Items] | |||
Entity Common Stock, Shares Outstanding | 79,275,234 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
ASSETS | ||
INVENTORIES | $ 1,696,084 | $ 1,425,892 |
INVESTMENT IN UNCONSOLIDATED ENTITIES | 532,899 | 530,007 |
PROPERTIES AND EQUIPMENT, NET | 31,677 | 29,656 |
ASSETS HELD FOR SALE, NET | 0 | 4,519 |
INTANGIBLE ASSET, NET—RELATED PARTY | 95,917 | 127,593 |
CASH AND CASH EQUIVALENTS | 495,694 | 848,478 |
RESTRICTED CASH AND CERTIFICATES OF DEPOSIT | 1,403 | 1,467 |
RELATED PARTY ASSETS | 61,039 | 3,158 |
OTHER ASSETS | 9,179 | 7,585 |
TOTAL | 2,923,892 | 2,978,355 |
LIABILITIES: | ||
Notes payable, net | 557,004 | 560,618 |
Accounts payable and other liabilities | 161,139 | 167,620 |
Liabilities related to assets held for sale | 0 | 5,363 |
Related party liabilities | 178,540 | 186,670 |
Deferred income tax liability, net | 9,183 | 0 |
Payable pursuant to tax receivable agreement | 169,509 | 152,475 |
Total liabilities | 1,075,375 | 1,072,746 |
COMMITMENTS AND CONTINGENT LIABILITIES | ||
CAPITAL: | ||
Contributed capital | 556,521 | 530,015 |
Retained earnings | 33,811 | 57,841 |
Accumulated other comprehensive loss | (3,306) | (2,455) |
Total members’ capital | 587,026 | 585,401 |
Noncontrolling interests | 1,261,491 | 1,320,208 |
Total capital | 1,848,517 | 1,905,609 |
TOTAL | $ 2,923,892 | $ 2,978,355 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - shares | Dec. 31, 2018 | Dec. 31, 2017 | May 15, 2017 |
Common Class A | |||
Common shares issued (in shares) | 66,810,980 | 62,314,850 | |
Common shares outstanding (in shares) | 66,810,980 | 62,314,850 | |
Common Class B | |||
Common shares issued (in shares) | 78,838,736 | 81,463,433 | 7,142,857 |
Common shares outstanding (in shares) | 78,838,736 | 81,463,433 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
REVENUES: | |||
Revenue from customers | $ 46,616 | ||
Revenues | 48,990 | $ 139,431 | $ 39,368 |
COSTS AND EXPENSES: | |||
Selling, general, and administrative | 98,983 | 122,367 | 120,724 |
Total costs and expenses | 127,857 | 229,267 | 142,574 |
Total costs and expenses | |||
Adjustment to payable pursuant to tax receivable agreement | 1,928 | 105,586 | 0 |
Interest income | 11,767 | 2,577 | 0 |
Miscellaneous | 8,573 | 93 | 57 |
Total other income | 22,268 | 108,256 | 57 |
EQUITY IN (LOSS) EARNINGS FROM UNCONSOLIDATED ENTITIES | (2,163) | 5,776 | (1,356) |
(LOSS) INCOME BEFORE INCOME TAX (PROVISION) BENEFIT | (58,762) | 24,196 | (104,505) |
INCOME TAX (PROVISION) BENEFIT | (9,183) | 0 | 7,888 |
NET (LOSS) INCOME | (67,945) | 24,196 | (96,617) |
LESS NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (33,231) | (49,039) | (63,351) |
NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY | $ (34,714) | $ 73,235 | $ (33,266) |
Common Class A | |||
NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE/UNIT | |||
Basic (in dollars per share) | $ (0.53) | $ 1.33 | $ (0.89) |
Diluted (in dollars per share) | $ (0.53) | $ 0.18 | $ (0.89) |
WEIGHTED AVERAGE CLASS A SHARES/UNITS OUTSTANDING | |||
Basic (in shares) | 65,002,387 | 54,006,954 | 37,795,447 |
Diluted (in shares) | 65,002,387 | 133,007,828 | 37,795,447 |
Common Class B | |||
NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE/UNIT | |||
Basic (in dollars per share) | $ 0 | $ 0 | $ 0 |
Diluted (in dollars per share) | 0 | 0 | 0 |
NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY PER CLASS B SHARE/UNIT | |||
Basic and diluted (in dollars per share) | $ 0 | $ 0 | $ 0 |
WEIGHTED AVERAGE CLASS B SHARES/UNITS OUTSTANDING | |||
Basic and diluted (in shares) | 79,859,730 | 78,821,553 | 49,547,050 |
Land sales | |||
REVENUES: | |||
Revenue from customers | $ 133 | $ 17,257 | $ 9,561 |
COSTS AND EXPENSES: | |||
Cost of goods and services sold | (165) | 84,659 | 356 |
Management services | |||
COSTS AND EXPENSES: | |||
Cost of goods and services sold | 23,962 | 10,791 | 9,122 |
Operating properties | |||
REVENUES: | |||
Revenue from customers | 6,981 | ||
Revenues | 12,101 | 10,439 | |
COSTS AND EXPENSES: | |||
Cost of goods and services sold | 5,077 | 11,450 | 10,656 |
Affiliated Entity | Land sales | |||
REVENUES: | |||
Revenue from customers | 900 | 87,556 | 2,512 |
Affiliated Entity | Management services | |||
REVENUES: | |||
Revenue from customers | 40,976 | 22,517 | 16,856 |
COSTS AND EXPENSES: | |||
Cost of goods and services sold | $ 0 | $ 0 | $ 1,716 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ (67,945) | $ 24,196 | $ (96,617) |
OTHER COMPREHENSIVE (LOSS) INCOME: | |||
Net actuarial (loss) gain on defined benefit pension plan | (1,252) | 611 | (332) |
Reclassification of actuarial loss on defined benefit pension plan included in net (loss) income | 90 | 113 | 91 |
Other comprehensive (loss) income before taxes | (1,162) | 724 | (241) |
INCOME TAX (PROVISION) BENEFIT RELATED TO OTHER COMPREHENSIVE (LOSS) INCOME | 0 | 0 | (8) |
OTHER COMPREHENSIVE (LOSS) INCOME—Net of tax | (1,162) | 724 | (249) |
COMPREHENSIVE (LOSS) INCOME | (69,107) | 24,920 | (96,866) |
LESS COMPREHENSIVE LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (33,675) | (48,737) | (63,522) |
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY | $ (35,432) | $ 73,657 | $ (33,344) |
Consolidated Statements of Capi
Consolidated Statements of Capital - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Contributed capital, beginning balance | $ 530,015,000 | ||
Capital attributable to parent, beginning balance | 1,905,609,000 | ||
Total members' capital, beginning balance | 585,401,000 | ||
Capital including portion attributable to noncontrolling interest, beginning balance | 1,905,609,000 | $ 1,508,113,000 | $ 348,433,000 |
Adoption of accounting standards | 24,645,000 | ||
Net income (loss) | (67,945,000) | 24,196,000 | (96,617,000) |
Share-based compensation expense | 11,464,000 | 18,421,000 | 27,746,000 |
Reacquisition of share-based compensation for tax-withholding purposes | (5,131,000) | (6,480,000) | (381,000) |
Issuance of common shares in initial public offering (in shares) | 470,000 | ||
Other comprehensive income—net of tax | (1,162,000) | 724,000 | (249,000) |
Exchange of noncontrolling operating company units for company class A units | 30,088,000 | 0 | 0 |
Formation Transactions | 1,360,804,000 | ||
Initial liability recognized under tax receivable agreement—net of tax/benefit of $73,184 | (18,963,000) | (56,216,000) | (132,093,000) |
Adjustment of noncontrolling interest in the Operating Company | 0 | ||
Contributed capital, beginning balance | 556,521,000 | 530,015,000 | |
Capital attributable to parent, ending balance | 1,848,517,000 | 1,905,609,000 | |
Total members' capital, ending balance | 587,026,000 | 585,401,000 | |
Capital including portion attributable to noncontrolling interest, ending balance | $ 1,848,517,000 | 1,905,609,000 | $ 1,508,113,000 |
IPO | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Issuance of common shares in initial public offering (in shares) | 316,806,000 | ||
Private Placement | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Issuance of common shares in initial public offering (in shares) | $ 100,045,000 | ||
Class A Common Shares | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Common shares and units outstanding, beginning balance (in shares) | 62,314,850 | ||
Common shares and units outstanding, ending balance (in shares) | 66,810,980 | 62,314,850 | |
Class B Common Shares | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Common shares and units outstanding, beginning balance (in shares) | 81,463,433 | ||
Common shares and units outstanding, ending balance (in shares) | 78,838,736 | 81,463,433 | |
Common Stock | Class A Common Shares | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Common shares and units outstanding, beginning balance (in shares) | 62,314,850 | 37,426,008 | 0 |
Reacquisition of share-based compensation for tax-withholding purposes | $ (68,886) | ||
Conversion of units | 36,627,847 | ||
Settlement of restricted share units for Class A shares of common stock (in shares) | 319,783 | 285,670 | |
Issuance of share-based compensation awards (in shares) | 1,619,752 | 453,172 | |
Exchange of noncontrolling operating company units for company class A units | $ 2,625,481 | ||
Formation Transactions (in shares) | 798,161 | ||
Common shares and units outstanding, ending balance (in shares) | 66,810,980 | 62,314,850 | 37,426,008 |
Common Stock | Class A Common Shares | IPO | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Issuance of common shares and units in initial public offering, net of underwriting discount and offering costs (in shares) | 24,150,000 | ||
Common Stock | Class B Common Shares | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Common shares and units outstanding, beginning balance (in shares) | 81,463,433 | 74,320,576 | 0 |
Issuance of common shares and units in initial public offering, net of underwriting discount and offering costs (in shares) | 74,320,576 | ||
Exchange of noncontrolling operating company units for company class A units | $ (2,624,697) | ||
Common shares and units outstanding, ending balance (in shares) | 78,838,736 | 81,463,433 | 74,320,576 |
Common Stock | Class B Common Shares | Private Placement | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Issuance of common shares and units in initial public offering, net of underwriting discount and offering costs (in shares) | 7,142,857 | ||
Common Stock | Class A Units | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Common shares and units outstanding, beginning balance (in shares) | 36,627,847 | ||
Conversion of units | (36,627,847) | ||
Common Stock | Class B Units | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Common shares and units outstanding, beginning balance (in shares) | 12,792,948 | ||
Cancellation of Class B units (in shares) | (12,792,948) | ||
Contributed Capital | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Contributed capital, beginning balance | $ 530,015,000 | $ 260,779,000 | $ 245,829,000 |
Share-based compensation expense | 11,464,000 | 18,421,000 | 27,746,000 |
Reacquisition of share-based compensation for tax-withholding purposes | (5,131,000) | (6,480,000) | (381,000) |
Issuance of common shares in initial public offering (in shares) | 470,000 | ||
Exchange of noncontrolling operating company units for company class A units | 30,190,000 | ||
Formation Transactions | 119,208,000 | ||
Initial liability recognized under tax receivable agreement—net of tax/benefit of $73,184 | (18,963,000) | (56,216,000) | (132,093,000) |
Adjustment of noncontrolling interest in the Operating Company | 8,946,000 | (3,340,000) | |
Contributed capital, beginning balance | 556,521,000 | 530,015,000 | 260,779,000 |
Contributed Capital | IPO | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Issuance of common shares in initial public offering (in shares) | 316,806,000 | ||
Contributed Capital | Private Placement | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Issuance of common shares in initial public offering (in shares) | 45,000 | ||
Retained Earnings (Accumulated Deficit) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Capital attributable to parent, beginning balance | 57,841,000 | (15,394,000) | 17,872,000 |
Adoption of accounting standards | 10,684,000 | ||
Net income (loss) | (34,714,000) | 73,235,000 | (33,266,000) |
Capital attributable to parent, ending balance | 33,811,000 | 57,841,000 | (15,394,000) |
Accumulated Other Comprehensive Loss | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Capital attributable to parent, beginning balance | (2,455,000) | (2,469,000) | (2,779,000) |
Other comprehensive income—net of tax | (718,000) | 422,000 | (78,000) |
Exchange of noncontrolling operating company units for company class A units | (102,000) | ||
Formation Transactions | 388,000 | ||
Adjustment of noncontrolling interest in the Operating Company | (31,000) | (408,000) | |
Capital attributable to parent, ending balance | (3,306,000) | (2,455,000) | (2,469,000) |
Total Members’ Capital | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Total members' capital, beginning balance | 585,401,000 | 242,916,000 | 260,922,000 |
Adoption of accounting standards | 10,684,000 | ||
Net income (loss) | (34,714,000) | 73,235,000 | (33,266,000) |
Share-based compensation expense | 11,464,000 | 18,421,000 | 27,746,000 |
Reacquisition of share-based compensation for tax-withholding purposes | (5,131,000) | (6,480,000) | (381,000) |
Issuance of common shares in initial public offering (in shares) | 470,000 | ||
Other comprehensive income—net of tax | (718,000) | 422,000 | (78,000) |
Exchange of noncontrolling operating company units for company class A units | 30,088,000 | ||
Formation Transactions | 119,596,000 | ||
Initial liability recognized under tax receivable agreement—net of tax/benefit of $73,184 | (56,216,000) | (132,093,000) | |
Adjustment of noncontrolling interest in the Operating Company | 8,915,000 | (3,748,000) | |
Total members' capital, ending balance | 587,026,000 | 585,401,000 | 242,916,000 |
Total Members’ Capital | IPO | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Issuance of common shares in initial public offering (in shares) | 316,806,000 | ||
Total Members’ Capital | Private Placement | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Issuance of common shares in initial public offering (in shares) | 45,000 | ||
Noncontrolling Interests | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Capital attributable to noncontrolling interests, beginning balance | 1,320,208,000 | 1,265,197,000 | 87,511,000 |
Adoption of accounting standards | 13,961,000 | ||
Net income (loss) | (33,231,000) | (49,039,000) | (63,351,000) |
Other comprehensive income—net of tax | (444,000) | 302,000 | (171,000) |
Exchange of noncontrolling operating company units for company class A units | (30,088,000) | ||
Formation Transactions | 1,241,208,000 | ||
Adjustment of noncontrolling interest in the Operating Company | (8,915,000) | 3,748,000 | |
Capital attributable to noncontrolling interests, ending balance | $ 1,261,491,000 | 1,320,208,000 | $ 1,265,197,000 |
Noncontrolling Interests | Private Placement | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Issuance of common shares in initial public offering (in shares) | $ 100,000,000 |
Consolidated Statements of Ca_2
Consolidated Statements of Capital (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Other comprehensive income, tax | $ 0 | $ 0 | $ (8) |
Adjustments to Additional Paid-in-Capital, Income Tax From Tax Receivable Agreement | $ 0 | 0 | |
Tax benefit from tax receivable agreement | $ 69,752 | ||
Class A Common Shares | IPO | |||
Underwriting discount and offering costs | $ 21,294 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) | $ (67,945) | $ 24,196 | $ (96,617) |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | |||
Equity in loss (earnings) from unconsolidated entities | 2,163 | (5,776) | 1,356 |
Deferred income taxes | 9,183 | 0 | (7,888) |
Depreciation and amortization | 13,260 | 1,508 | 3,042 |
Noncash adjustment of payable pursuant to tax receivable agreement liability | (1,928) | (105,586) | 0 |
Gain on sale of golf club operating properties | (6,700) | 0 | 0 |
Gain on insurance proceeds for damaged property | (1,566) | 0 | 0 |
Share-based compensation | 11,464 | 18,421 | 27,746 |
Changes in operating assets and liabilities: | |||
Inventories | (278,008) | (64,523) | (61,746) |
Related party assets | (17,787) | 49,253 | 14,230 |
Other assets | (1,073) | (923) | (479) |
Accounts payable and other liabilities | (5,714) | 59,774 | 11,237 |
Related party liabilities | 1,355 | (34,487) | (15,518) |
Net cash used in operating activities | (343,296) | (58,143) | (124,637) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Proceeds from the maturity of marketable securities | 0 | 45,210 | 25,000 |
Purchase of marketable securities | 0 | (25,233) | (20,763) |
Distribution from Gateway Commercial Venture | 6,450 | 0 | 0 |
Contribution to Gateway Commercial Venture | (8,438) | (106,500) | 0 |
Purchase of indirect Legacy Interest in Great Park Venture—related party | (1,762) | 0 | 0 |
Proceeds from sale of golf club operating properties | 5,685 | 0 | 0 |
Proceeds from insurance on damaged property | 1,749 | 0 | 0 |
Cash acquired in Formation Transactions, net of consideration paid | 0 | 0 | 3,213 |
Cash from former San Francisco Venture members in relation to Formation Transactions | 0 | 30,000 | 90,000 |
Cash paid to former San Francisco Venture members in relation to Separation Agreement | 0 | 0 | (14,606) |
Purchase of properties and equipment | (3,105) | (242) | (1,091) |
Net cash provided by (used in) investing activities | 579 | (56,765) | 81,753 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds of Initial Public Offering of Class A common shares—net of underwriting discounts of $18,402 | 0 | 319,698 | 0 |
Proceeds of Class B common share offering | 0 | 45 | 470 |
Proceeds from senior notes offering | 0 | 500,000 | 0 |
Proceeds from issuance of Class A Common Units in private placement | 0 | 100,000 | 0 |
Principal payment on settlement note | (5,000) | 0 | (5,000) |
Payment of equity offering costs | 0 | (2,499) | 0 |
Reacquisition of share-based compensation awards for tax-withholding purposes | (5,131) | (6,480) | (381) |
Payment of financing costs | 0 | (10,558) | (132) |
Net cash (used in) provided by financing activities | (10,131) | 900,206 | (5,043) |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH | (352,848) | 785,298 | (47,927) |
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period | 849,945 | 64,647 | 112,574 |
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH—End of period | $ 497,097 | $ 849,945 | $ 64,647 |
Consolidated Statements of Ca_3
Consolidated Statements of Cash Flows (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Statement of Cash Flows [Abstract] | |
Proceeds of IPO, net of underwriting discounts | $ 18,402 |
Business and Organization
Business and Organization | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Organization | BUSINESS AND ORGANIZATION Five Point Holdings, LLC, a Delaware limited liability company (the “Holding Company”) was formed on July 21, 2009. Prior to the completion of the Formation Transactions (as defined below) on May 2, 2016, the Holding Company was named Newhall Holding Company, LLC and through the operations of its subsidiaries, was primarily engaged in the planning and development of Newhall Ranch, a master-planned community located in northern Los Angeles County, California (the Holding Company together with its subsidiaries, the “Company”). Following completion of the Formation Transactions, the Company owns interests in, plans, and manages the development of multiple mixed-use, master-planned communities in coastal California, which are expected to include residential homes, commercial space, as well as retail, education and recreational elements, civic areas and parks and open spaces. In August 2017, the Company acquired an investment in a commercial office and research and development campus (the “Five Point Gateway Campus”) located on one of its master-planned communities (see Note 5). On October 1, 2017, the Holding Company converted its operating subsidiary, Five Point Operating Company, LLC, from a Delaware limited liability company to a Delaware limited partnership named Five Point Operating Company, LP (in either instance, the “Operating Company”). The Holding Company conducts all of its operations through the Operating Company. The Holding Company’s wholly owned subsidiary is the managing general partner of the Operating Company and at December 31, 2018 and 2017 , the Holding Company and its wholly owned subsidiary owned approximately 61.7% and 58.6% , respectively, of the outstanding Class A Common Units of the Operating Company. The Holding Company also owned all of the outstanding Class B Common Units of the Operating Company at both December 31, 2018 and 2017 . Initial Public Offering On May 15, 2017, the Holding Company completed an initial public offering (“IPO”) and sold 24,150,000 Class A common shares at a public offering price of $14.00 per share, which included 3,150,000 shares pursuant to the full exercise by the underwriters of their over-allotment option, resulting in gross proceeds of $338.1 million . The Holding Company used the net proceeds of the IPO to purchase 24,150,000 Class A Common Units of the Operating Company. The aggregate net proceeds to the Company after deducting underwriting discounts and commissions and before offering expenses payable by the Company, was $319.7 million . Concurrent with the IPO, the Company completed a private placement with an affiliate of Lennar Corporation (“Lennar”) in which the Operating Company sold 7,142,857 Class A Common Units of the Operating Company at a price per unit equal to the IPO public offering price per share, and the Holding Company sold an equal number of Class B common shares at a price of $0.00633 per share. There were no underwriting fees, discounts or commissions, and aggregate proceeds from the private placement were $100.0 million . The Holding Company used the proceeds from the sale of the Class B common shares to purchase 7,142,857 Class B Common Units of the Operating Company at a price of $0.00633 per unit. Reverse Share Split On March 30, 2017, the board of directors of the Holding Company (the “Board”) approved, and on March 31, 2017 the Company effected, (i) a 1 for 6.33 reverse share split of issued and outstanding Class A and Class B common shares of the Holding Company, (ii) a 1 for 6.33 reverse unit split of issued and outstanding Class A and Class B Common Units of the Operating Company, and (iii) a 1 for 6.33 reverse unit split of the issued and outstanding Class A and Class B Units of the Operating Company’s consolidated subsidiary, The Shipyard Communities, LLC (the “San Francisco Venture”) (the “Reverse Split”). All share, unit, per share, and per unit amounts in the accompanying consolidated financial statements give effect to the Reverse Split for all periods presented. Formation Transactions On May 2, 2016, the Company completed a series of transactions (the “Formation Transactions”) pursuant to a Second Amended and Restated Contribution and Sale Agreement (the “Contribution and Sale Agreement”). The principal organizational elements of these transactions were as follows: • The Holding Company’s limited liability company agreement was amended and restated to, among other things (i) convert the membership interests previously designated as “Class A Units” into “Class A common shares” with each Class A Unit converted into one Class A common share, (ii) terminate and cancel the membership interests designated as “Class B Units,” and (iii) create a second class of shares designated as “Class B common shares.” The holders of Class A and Class B common shares are entitled to one vote per share, and the holders of Class B common shares receive distributions per share equal to 0.03% of the per share distributions to the holders of Class A common shares; • The Operating Company’s limited liability company agreement was amended and restated to, among other things, (i) create two classes of membership interests designated as “Class A Common Units” and “Class B Common Units,” (ii) convert all existing membership interests of the Operating Company into Class A Common Units, (iii) reflect the issuance of Class A Common Units per the Contribution and Sale Agreement, (iv) reflect the issuance of Class B Common Units to the Holding Company, and (v) appoint the Holding Company as the operating managing member; • All noncontrolling interest members of the Company’s consolidated subsidiary Five Point Land, LLC (“FPL” formerly named Newhall Land Development, LLC) contributed to the Operating Company 7,513,807 units of FPL in exchange for 7,513,807 Class A Common Units of the Operating Company; • The Company acquired 37.5% of the Percentage Interest (as defined in Note 5) in Heritage Fields LLC (the “Great Park Venture”), the entity that is developing Great Park Neighborhoods in Irvine, California, in exchange for 17,749,756 Class A Common Units of the Operating Company; • The Company acquired all of the Class B units of, and became the managing member of, the San Francisco Venture, the entity that is developing Candlestick Point and The San Francisco Shipyard in San Francisco, California, in exchange for 378,578 Class A Common Units of the Operating Company and other consideration; • The limited liability company agreement of the San Francisco Venture was amended and restated to provide for the possible future exchange of all of the Class A units of the San Francisco Venture for Class A Common Units in the Operating Company; • The Company acquired all of the limited partners’ Class A interests in Five Point Communities, LP and all of the stock in its general partner, Five Point Communities Management, Inc. (together, the “Management Company”), the entities which have historically managed the development of Great Park Neighborhoods and Newhall Ranch, in exchange for 798,161 Class A common shares of the Holding Company, 6,549,629 Class A Common Units of the Operating Company, and other consideration; • The Holding Company sold 74,320,576 Class B common shares for aggregate consideration of $0.5 million |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation — The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Principles of consolidation —The accompanying consolidated financial statements include the accounts of the Company and the accounts of all subsidiaries in which the Company has a controlling interest and the accounts of variable interest entities (“VIEs”) in which the Company is deemed to be the primary beneficiary. A VIE is an entity in which either (i) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. The Company identifies the primary beneficiary of a VIE as the enterprise that has both of the following characteristics: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or receive benefits of the VIE that could potentially be significant to the entity. The Company consolidates its investment in a VIE when it determines that it is its primary beneficiary. The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements, or changes in influence and control over any entity, that affect the characteristics of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. The Company performs this analysis on an ongoing basis. All intercompany transactions and balances have been eliminated in consolidation. The accounts and operating results of the consolidated businesses acquired in the Formation Transactions have been included in the accompanying consolidated financial statements from the acquisition date forward. Use of estimates —The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Management evaluates its estimates on an ongoing basis and makes revisions to these estimates and related disclosures as experience develops or new information becomes known. Actual results could differ from those estimates. Concentration of risk —As of December 31, 2018 , the Company’s inventories and the Company’s unconsolidated entities’ inventories and properties are all located in California. The Company is subject to risks incidental to the ownership, development, and operation of commercial and residential real estate. These include, among others, the risks normally associated with changes in the general economic climate in the communities in which the Company operates, trends in the real estate industry, availability of land for development, changes in tax laws, interest rate levels, availability of financing, and potential liability under environmental and other laws. The Company’s credit risk relates primarily to cash deposits, cash equivalents and restricted cash and certificates of deposit. Cash deposit accounts at each institution are in excess of amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any credit losses to date on its cash deposits, cash equivalents, restricted cash and certificates of deposit, and marketable securities—held to maturity. The Company’s risk management policies define parameters of acceptable market risk and strive to limit exposure to credit risk. Acquisitions —The Company accounts for businesses it acquires in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations . This methodology requires that assets acquired and liabilities assumed be recorded at their respective fair values on the date of acquisition. Accordingly, the Company recognizes assets acquired and liabilities assumed in business combinations, including contingent assets and liabilities and non-controlling interest in the acquiree, based on the fair value estimates as of the date of acquisition. Any excess of the purchase consideration over the net fair value of tangible and identified intangible assets acquired less liabilities assumed is recorded as goodwill. The costs of business acquisitions are expensed as incurred. These costs may include fees for accounting, legal, professional consulting and valuation specialists. Purchase price allocations may be preliminary and, during the measurement period, not to exceed one year from the date of acquisition, changes in assumptions and estimates that result in adjustments to the fair value of assets acquired and liabilities assumed are recorded in the period the adjustments are determined. Contingent consideration assumed in a business combination is remeasured at fair value each reporting period until the contingency is resolved and any change in the fair value from either the passage of time or events occurring after the acquisition date, is recorded in results from operations. The estimated fair value of acquired assets and assumed liabilities requires significant judgments by management and are determined primarily by a discounted cash flow model. The determination of fair value using a discounted cash flow approach also requires discounting the estimated cash flows at a rate that the Company believes a market participant would determine to be commensurate with the inherent risks associated with the asset and related estimated cash flow streams. For acquisitions accounted for as an asset acquisition, the fair value of consideration transferred by the Company (including transaction costs) is allocated to all assets acquired and liabilities assumed on a relative fair value basis. Noncontrolling interests —The Company presents noncontrolling interests and classifies such interests within capital, but separate from the Company’s Class A and Class B members’ capital when the criteria for permanent equity classification has been met. Noncontrolling interests in the Company represent interests held by owners, excluding the Operating Company, of consolidated subsidiaries of the Operating Company, and investors in the Operating Company excluding the Holding Company. Net income or loss of the Operating Company is allocated to noncontrolling interests based on substantive profit sharing arrangements within the operating agreements, or if it is determined that a substantive profit sharing arrangement does not exist, allocation is based on relative ownership percentage of the Operating Company and the noncontrolling interests. Revenue recognition —Under ASC 606, Revenue From Contracts With Customers (“ASC 606”), which the Company adopted on January 1, 2018 (see –Recently Adopted Accounting Pronouncements ), revenues from land sales are recognized when the Company satisfies the performance obligation at a point in time, which typically occurs when the control of the land passes to its customers. Revenue is recognized in an amount that reflects the consideration the Company expects to be entitled to receive (i.e., the transaction price) in exchange for the transfer of land. The transaction price typically contains fixed and variable components in which the fixed consideration represents the stated purchase price for the land. Some of the Company’s residential homesite sale agreements contain a profit participation provision, a variable consideration, whereby the Company receives from homebuilders a portion of profit after the builder has received an agreed-upon margin. If the project profitability falls short of the participation threshold, no additional revenue is received. In most contracts, at the time of the land sale, the estimate of profit participation, if any, is constrained, as there are significant factors outside of the Company’s control that will impact whether participation thresholds will be met. In addition, some residential homesite sale agreements contain a provision requiring the homebuilder to pay a marketing fee per residence sold, as a percentage of the home sale price. Such fees are estimated as a variable consideration and the amount the Company expects to be entitled to receive is included in the transaction price. At the end of each reporting period, variable considerations are reassessed to ensure changes in circumstances or constraints are appropriately reflected in the estimated transaction price. Changes in estimates of variable components of transaction prices could result in cumulative catch-up adjustments to revenue. A contract asset or liability is recognized when the timing of the satisfaction of a performance obligation is different from the timing of the payments made by customers. Contract assets typically consist of estimates of contingent or variable consideration that has been included in the transaction price and recognized as revenue before the contingency is resolved and the contractual payment is due. Contract liabilities typically consist of payments received prior to satisfying the associated performance obligation. For example, a contract asset may be recorded at the closing of a land sale representing the estimated marketing fees included in the transaction price. However, the actual amount and timing of marketing fee payments is not known until the time a residence is sold. As marketing fee payments are collected from customers, the contract asset balance will be adjusted and reduced accordingly. Further, re-estimation of marketing fees at the end of each reporting period may result in an increase or decrease to the contract asset. Under ASC 605, Revenue Recognition (“ASC 605”) for periods prior to January 1, 2018, revenues from land sales were recognized when a significant down payment was received, the earnings process was complete, title passes, and the collectability of any receivables was reasonably assured. Revenues from profit participation were recognized when sufficient evidence existed that the homebuilding project had met the participation thresholds and the Company had collected the profit participation payment or was reasonably assured of collection. The Company deferred revenue on amounts collected in advance of meeting the recognition criteria. Lastly, marketing fees were recognized upon collection of receipts from the customer. Under ASC 606, revenues from management services are recognized as the customer consumes the benefits of the performance obligation satisfied over time. The transaction price pertaining to management services revenue is comprised of fixed and variable components whereby the fixed consideration typically represents a base management fee. The Company’s management agreements may contain incentive compensation fee provisions contingent on the performance of customers. In making estimates of incentive compensation, the Company expects to be entitled to receive in exchange for providing management services, significant assumptions and judgments are made in evaluating the factors that may determine the amount of consideration the Company will ultimately receive. In doing so, cash flow projections are typically utilized. These cash flows are significantly affected by estimates and assumptions related to market supply and demand, the local economy, projected pace of sales of homesites, pricing and price appreciation over the estimated selling period, the length of the estimated development and selling periods, remaining development, general and administrative costs, and other factors. Incentive compensation revenue from management services is recognized evenly over the expected contract term, as the performance obligation is satisfied. When changes in estimates and assumptions occur, the estimate of the amount of incentive compensation the Company expects to be entitled to receive may change, resulting in a cumulative catch-up being recorded in the period of the change. Similar to land sale revenues, a contract asset may be recognized associated with revenues generated from management services when there is a timing difference between the satisfaction of performance obligations and revenues becoming billable. Reassessment of the estimated transaction price at the end of each reporting period may increase or decrease contract assets. Contract asset balances are reduced when revenues from our customers become billable. Under ASC 605, the Company recorded management services revenues over the period in which the services were performed, fees were determinable, and collectability was reasonably assured. The Company recorded revenues from annual fees ratably over the contract period using the straight-line method and the Company recognized incentive compensation in the period in which the contingency was resolved and only to the extent other recognition conditions had been met. Included in operating properties revenues in the consolidated statements of operations are revenues from the Company’s agriculture and energy operations and its golf club operation, Tournament Players Club at Valencia Golf Course (sold in January 2018). Impairment of assets —Long-lived assets are reviewed for impairment when events or changes in circumstances indicate that their carrying value may not be recoverable. Impairment indicators for long-lived inventory assets include, but are not limited to, significant increases in horizontal development costs, significant decreases in the pace and pricing of home sales within the Company’s communities and surrounding areas and political and societal events that may negatively affect the local economy. For operating properties, impairment indicators may include significant increases in operating costs, decreased utilization, and continued net operating losses. If indicators of impairment exist, and the undiscounted cash flows expected to be generated by a long-lived asset are less than its carrying amount, an impairment charge is recorded to write down the carrying amount of such long-lived asset to its estimated fair value. The Company generally estimates the fair value of its long-lived assets using a discounted cash flow model or sales comparison approach of the underlying property or a combination thereof. The Company’s projected cash flows for each long-lived inventory asset are significantly affected by estimates and assumptions related to market supply and demand, the local economy, projected pace of sales of homesites, pricing and price appreciation over the estimated selling period, the length of the estimated development and selling periods, remaining development costs, and other factors. For operating properties, the Company’s projected cash flows also include estimates and assumptions about the use and eventual disposition of such properties, including utilization, capital expenditures, operating expenses, and the amount of proceeds to be realized upon eventual disposition of such properties. In determining these estimates and assumptions, the Company utilizes historical trends from past development projects of the Company in addition to internal and external market studies and trends, which generally include, but are not limited to, statistics on population demographics and unemployment rates. Using all available information, the Company calculates its best estimate of projected cash flows for each asset. While many of the estimates are calculated based on historical and projected trends, all estimates are subjective and change as market and economic conditions change. The determination of fair value also requires discounting the estimated cash flows at a rate the Company believes a market participant would determine to be commensurate with the inherent risks associated with the asset and related estimated cash flow streams. The discount rate used in determining each asset’s fair value generally depends on the asset’s projected life and development stage. Share-based payments — Share-based payments are recognized on a straight-line basis over the service period in the statement of operations based on their measurement date fair values. Forfeitures, if any, are accounted for in the period when they occur. Cash and cash equivalents —Included in cash and cash equivalents are short-term investments that have original maturity dates of three months or less. The carrying amount approximates fair value due to the short-term nature of these investments. Restricted cash and certificates of deposit —Restricted cash and certificates of deposit consist of cash, cash equivalents, and certificates of deposit held as collateral on open letters of credit related to development obligations or because of other legal obligations of the Company that require the restriction. Marketable securities —During the years ended December 31, 2017 and 2016, the Company made investments in marketable debt securities. The Company purchased each investment with the intent and ability to hold the investment until maturity and carried each investment at amortized cost. The amortized cost of such debt securities were adjusted for amortization of premiums and accretion of discounts, using the effective interest method or a method that approximates the effective interest method. Amortization and accretion of premiums and discounts are included in selling, general, and administrative costs and expenses in the accompanying consolidated statements of operations. The Company evaluates securities in unrealized loss positions for evidence of other-than-temporary impairment, considering, among other things, duration, severity, and financial condition of the issuer. No other-than-temporary impairments were identified during either year ended December 31, 2017 or 2016 , and the Company held no marketable securities at December 31, 2018 or 2017. Properties and equipment —Properties and equipment primarily relate to the Company’s operating properties’ businesses, are recorded at cost. Properties and equipment, other than land, are depreciated over their estimated useful lives using the straight-line method. At the time properties and equipment are disposed of, the asset and related accumulated depreciation, if any, are removed from the accounts, and any resulting gain or loss is credited or charged to earnings. The estimated useful life for land improvements and buildings is 10 to 40 years while the estimated useful life for furniture, fixtures, and equipment is two to 15 years. Held for sale classification —Assets to be disposed of together as a group in a single transaction and liabilities directly associated with those assets that will be transferred in the transaction are classified as held for sale on the Company’s consolidated balance sheet. Management evaluates certain criteria when determining held for sale classification including management’s authority to approve a disposal, management’s commitment to a plan to sell the disposal group, and the probability of completing the sale within one year. When initially classified as held for sale, assets and liabilities of assets held for sale are measured at the lower of carrying value or fair value less costs to sell. Included in the consolidated balance sheet at December 31, 2017 are assets and liabilities related to The Tournament Players Club at Valencia Golf Course that have been classified as held for sale. Assets held for sale of $4.5 million were comprised of property and equipment of $3.7 million , net of accumulated depreciation of $1.9 million , and other assets of $0.8 million . Liabilities of assets held for sale of $5.4 million consisted of club membership liabilities totaling $5.3 million and other liabilities of $0.1 million . In January 2018, The Tournament Players Club at Valencia Golf Course was sold for cash proceeds of $5.9 million , and the buyer’s assumption of certain liabilities, including certain membership related liabilities. Results of operations of The Tournament Players Club at Valencia Golf Course, prior to disposal, are included in the Company’s Newhall segment. The property was operated by the Company as an amenity to the Company’s fully developed Valencia community. There are no assets or liabilities held for sale at December 31, 2018. Investments in unconsolidated entities —For investments in entities that the Company does not control, but exercises significant influence, the Company uses the equity method of accounting. The Company’s judgment with regard to its level of influence or control of an entity involves consideration of various factors including the form of its ownership interest, its representation in the entity’s governance, its ability to participate in policy-making decisions, and the rights of other investors to participate in the decision-making process to replace the Company as manager or to liquidate the entity. Investments accounted for under the equity method of accounting are recorded at cost and adjusted for the Company’s share in the earnings (losses) of the venture and cash contributions and distributions. Any difference between the carrying amount of the equity method investment on the Company’s balance sheet and the underlying equity in net assets on the entity’s balance sheet results in a basis difference which is adjusted as the related underlying assets are depreciated, amortized, or sold and the liabilities are settled. The Company generally allocates income and loss from unconsolidated entities based on the venture’s distribution priorities, which may be different from its stated ownership percentage. The Company evaluates the recoverability of its investment in unconsolidated entities by first reviewing each investment for any indicators of impairment. If indicators are present, the Company estimates the fair value of the investment. If the carrying value of the investment is greater than the estimated fair value, management makes an assessment of whether the impairment is “temporary” or “other-than-temporary.” In making this assessment, management considers the following: (1) the length of time and the extent to which fair value has been less than cost, (2) the financial condition and near-term prospects of the entity, and (3) the Company’s intent and ability to retain its interest long enough for a recovery in market value. If management concludes that the impairment is “other-than-temporary,” the Company reduces the investment to its estimated fair value. No other-than-temporary impairments were identified during either the year ended December 31, 2018 , 2017 or 2016 . Inventories —Inventories primarily include land held for development and sale. Inventories are stated at cost, less reimbursements, unless the inventory within a community is determined to be impaired, in which case the impaired inventory would be written down to fair market value. Capitalized direct and indirect inventory costs include land, land in which the Company has the rights to receive in accordance with a disposition and development agreement (see Note 4), horizontal development costs, real estate taxes, and interest related to financing development and construction. During the years ended December 31, 2018 , 2017 and 2016 , the Company incurred interest expense, including amortization of debt issuance costs, all of which was capitalized into inventories, of $54.8 million , $9.4 million and $3.5 million , respectively. Horizontal development costs can be further broken down to costs incurred to entitle and permit the land for its intended use; costs incurred for infrastructure projects, such as schools, utilities, roads, and bridges; and site costs, such as grading and amenities, to bring the land to a saleable state. General and administrative costs related to project litigation are charged to expense when incurred. Costs that cannot be clearly associated with the acquisition, development, and construction of a real estate project and selling expenses are expensed as incurred. The Company expenses advertising costs as incurred, which were $2.0 million , $4.3 million and $3.5 million during the years ended December 31, 2018 , 2017 and 2016 , respectively. Certain public infrastructure project costs incurred by the Company are eligible for reimbursement, typically, from the proceeds of CFD bond debt, state and federal grants or property tax assessments. A portion of capitalized inventory costs is allocated to individual parcels within a project using the relative sales value method. Under the relative sales value method, each parcel in the project under development is allocated costs in proportion to the estimated overall sales prices of the project such that each parcel to be sold reflects the same gross profit margin. Since this method requires the Company to estimate the expected sales price for the entire project, the profit margin on subsequent parcels sold will be affected by both changes in the estimated total revenues, as well as any changes in the estimated total cost of the project. Intangible Asset —In connection with the Company’s acquisition of the Management Company (see Note 4), the Company acquired an intangible asset related to the contract value of the incentive compensation provisions of the Management Company’s development management agreement with the Great Park Venture. The Company records amortization expense over the contract period based on the pattern in which the Company expects to recognize the economic benefits from the incentive compensation. Receivables —The Company evaluates the carrying value of receivables, which includes receivables from related parties, at each reporting date to determine the need for an allowance for doubtful accounts. As of both December 31, 2018 and 2017 , the allowance for doubtful accounts was not significant. Fair value measurements —The Company follows guidance for fair value measurements and disclosures that emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, the guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions. Level 1 —Quoted prices for identical instruments in active markets Level 2 —Quoted prices for similar instruments in active markets or inputs, other than quoted prices, that are observable for the instrument either directly or indirectly Level 3 —Significant inputs to the valuation model are unobservable In instances where the determination of the fair value measurements is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Offering Costs —Costs incurred by the Company, totaling $2.9 million , that were directly attributable to the IPO were deferred and charged against the gross proceeds of the offering as a reduction of members’ contributed capital. Income taxes —The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes (“ASC 740”), which requires an asset and liability approach for measuring deferred taxes based on temporary differences between the financial statements and tax bases of assets and liabilities existing at each balance sheet date using enacted tax rates for the years in which taxes are expected to be paid or recovered. The Holding Company has elected to be treated as a corporation for U.S. federal, state, and local tax purposes and determines the provision or benefit for income taxes on an interim basis using an estimate of its annual effective tax rate and the impact of specific events as they occur. The Company’s estimate of the Holding Company’s annual effective tax rate is subject to change based on changes in federal and state tax laws and regulations, the Holding Company’s ownership interest in the Operating Company and the Operating Company’s ownership in the San Francisco Venture, and the Company’s assessment of its deferred tax asset valuation allowance. Cumulative adjustments are made in interim periods in which the Company identifies a change in its estimate of the amount of future tax benefit when it is more likely than not that some portion of the deferred tax assets will not be realized. Among other things, the nature, frequency and severity of prior cumulative losses, forecasts of future taxable income, the duration of statutory carryforward periods, the Company’s utilization experience with operating loss and tax credit carryforwards and tax planning alternatives are considered and evaluated when assessing the need for a valuation allowance. Any increase or decrease in a valuation allowance could have a material adverse effect or beneficial effect on the Holding Company’s income tax provision and net income or loss in the period the determination is made. The Holding Company recognizes interest or penalties related to income tax matters in income tax expense. Miscellaneous other income —Miscellaneous other income consisted of the following (in thousands): Year Ended December 31, 2018 2017 2016 Gain on sale of golf club operating property $ 6,700 $ — $ — Gain on insurance claims 1,566 — — Net periodic pension benefit 307 93 57 Total miscellaneous other income $ 8,573 $ 93 $ 57 Recently issued accounting pronouncements —In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU No. 2018-07”) which simplifies the accounting of share-based payments granted to nonemployees for goods and services. Under ASU No. 2018-07, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees including the determination of the measurement date. ASU No. 2018-07 generally requires an entity to use a modified retrospective transition approach, with a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The amendments in ASU No. 2018-07 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company does not expect the adoption of ASU No. 2018-07 to have a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU No. 2016-02”). This ASU generally requires that lessees recognize right-of-use assets and lease liabilities on the balance sheet for operating and financing leases and also requires improved disclosures to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases. This update is effective for public entities in fiscal years beginning after December 15, 2018, including interim reporting periods within those fiscal years. The FASB has issued multiple clarifications and updates since ASU No. 2016-02 that include, but is not limited to, the ability to elect practical expedients upon transition. The Company will adopt ASU No. 2016-02 effective on January 1, 2019 on a modified retrospective basis. Consequently, comparative prior periods presented in financial statements after adoption will continue to be in accordance with current U.S. GAAP (Topic 840, Leases ). Upon transition, the Company will elect the package of practical expedients, whereby the Company will not reassess whether existing contracts contain leases, the lease classification of existing leases and initial direct costs associated with those leases. Additionally, the Company expects to exclude recognition of short term leases on the balance sheet and not separate lease and nonlease components for bot |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | REVENUES The application of the new revenue standard had the following impacts to the financial statement line items in the Company’s consolidated financial statements (in thousands): Statement of Operations Year Ended December 31, 2018 As Reported Balances without Adoption of ASC 606 Effect of Change REVENUES: Land sales $ 133 $ 486 $ (353 ) Land sales—related party 900 497 403 Management services—related party 40,976 23,055 17,921 Operating properties 6,981 6,667 314 COSTS AND EXPENSES: Land sales (165 ) (378 ) 213 Management services 23,962 11,506 12,456 Operating properties 5,077 4,935 142 EQUITY IN (LOSS) EARNINGS FROM UNCONSOLIDATED ENTITIES (2,163 ) (2,399 ) 236 NET LOSS (67,945 ) (73,654 ) 5,709 NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS (33,231 ) (36,023 ) 2,792 NET LOSS ATTRIBUTABLE TO THE COMPANY (34,714 ) (37,631 ) 2,917 Balance Sheet December 31, 2018 As Reported Balances without Adoption of ASC 606 Effect of Change ASSETS Inventories $ 1,696,084 $ 1,698,630 $ (2,546 ) Investment in unconsolidated entities 532,899 529,596 3,303 Intangible asset, net—related party 95,917 127,593 (31,676 ) Related party assets 61,039 11,205 49,834 Other assets 9,179 8,522 657 LIABILITIES Accounts payable and other liabilities 161,139 162,588 (1,449 ) Related party liabilities 178,540 187,873 (9,333 ) CAPITAL Retained earnings 33,811 20,210 13,601 Noncontrolling interest 1,261,491 1,244,738 16,753 As a result of applying the new revenue standard, there was no impact to the Company’s operating, investing or financing activities in the consolidated statement of cash flows other than a change to net loss and therefore a corresponding impact on the reconciling items to arrive at the net cash used in operating activities. Revenues are recognized when control of the promised goods (i.e., land) or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. At contract inception, the Company assesses the goods and services promised in its contract with its customers and identifies a performance obligation for each promise to transfer to the customer a good or service (or a series of services) that is distinct. Identified performance obligations are assessed by considering implicit and explicitly stated promises. For the distinct performance obligation related to land sales, the Company typically satisfies the performance obligations at a point in time, upon transferring control of the land (when title passes at the close of escrow). The customer is able to direct the use of, control and obtain substantially all of the benefits from the land when title passes. For the distinct performance obligation related to management services, which is comprised of a series of distinct services that are substantially the same and that have the same pattern of transfer to the customer, the Company typically satisfies the performance obligations over time as services are rendered. The customer consumes the benefits of the management services as the performance obligation is satisfied over time. The following tables present the Company’s consolidated revenues disaggregated by revenue source and reporting segment (see Note 15) (in thousands): Year Ended December 31, 2018 Newhall San Francisco Great Park Commercial Total Land sales $ 149 $ 884 $ — $ — $ 1,033 Management services — 4,397 35,090 1,489 40,976 Operating properties 3,878 729 — — 4,607 Total revenues subject to ASC 606 4,027 6,010 35,090 1,489 46,616 Operating properties leasing revenues 2,374 — — — 2,374 Total Revenues $ 6,401 $ 6,010 $ 35,090 $ 1,489 $ 48,990 Contract balances are recorded on the consolidated balance sheet in related party assets and other assets for receivables from customers and contract assets (unbilled receivables) depending on whether the customer is a related party. Similarly, contract liabilities (deferred revenue) are included in accounts payable and other liabilities and related party liabilities. When the timing of the Company’s satisfaction of a performance obligation is different from the timing of the payments made by customers, the Company recognizes either a contract asset or a contract liability. Contract assets typically consist of the Company’s estimate of contingent or variable consideration that has been included in the transaction price and recognized as revenue before the contractual payment is due. Contract liabilities typically consist of payments received by the Company prior to the Company satisfying the associated performance obligation. Consideration in the form of contingent incentive compensation from the Company’s development management agreement with the Great Park Venture is recognized as revenue as services are provided over the expected contract term, although contractual payments are due in connection with distributions made to the members of the Great Park Venture. The Company includes in the transaction price an estimate of incentive compensation only to the extent that a significant reversal of revenue is not probable. In some of its development management agreements, the Company receives compensation equal to the actual general and administrative costs incurred by the Company’s project team. In these circumstances, the Company acts as the principal and recognizes management fee revenues on these reimbursements in the same period that these costs are incurred because the amount to which the Company has the right to invoice corresponds directly with the value consumed by the customer for the Company’s performance to date. Additionally, the Company’s land sale contracts may include contingent amounts of variable consideration in the form of revenue or profit participation and marketing fees received from the homebuilders in amounts that are determined from the sales price or profitability of the sold homes. Estimates of such variable consideration that the Company expects to be entitled to receive from the homebuilder, if any, is recognized as revenue and a contract asset at the time of land sale, although payments are received in future periods when homebuilders complete home sales. Changes in estimates of variable components of transaction prices, including estimates of variable consideration that are constrained, could result in cumulative catch-up adjustments to revenue that may result in an increase or decrease to contract assets in future periods. The opening (after initial adoption) and closing balances of the Company’s contract assets for the year ended December 31, 2018 were $39.0 million and $50.6 million , respectively. The increase of $11.6 million between the opening and closing balances of the Company’s contract assets primarily results from an increase of $18.6 million during the year ended December 31, 2018 as a result of a timing difference between the Company’s recognition of revenue earned for the performance of management services and contractual payments due from the customer during the period. Offsetting such increase was the derecognition of $7.0 million , representing variable cash consideration related to a land sale from a previous period. In September 2018, the Company relinquished its rights to the variable consideration in favor of additional entitlements transferred from the buyer that can be used at Candlestick Point and The San Francisco Shipyard communities (see Note 10). The total transaction price for this purchase and sale agreement did not change as a result of the changes to the consideration components. The Company’s opening and closing contract liabilities for the year ended December 31, 2018 were insignificant. As of December 31, 2018 , the aggregate amount of the transaction price allocated to the Company’s partially unsatisfied performance obligations associated with the development management agreement with the Great Park Venture was $56.0 million |
Acquisitions and Disposals
Acquisitions and Disposals | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions and Disposals | ACQUISITIONS AND DISPOSALS On May 2, 2016, the Company completed the Formation Transactions pursuant to the Contribution and Sale Agreement (see Note 1), in which the Company acquired a controlling financial interest in the San Francisco Venture and the Management Company. The acquisitions and the Company’s concurrent investment in the Great Park Venture (see Note 5) transformed the Company into an owner, manager and developer of real estate at three locations. In accordance with ASC 805, Business Combinations , the Company has recorded the acquired assets (including identifiable intangible assets) and liabilities at their respective fair values as of the date of the Contribution and Sale Agreement. The Company was a party to a cost sharing agreement related to the transactions that were consummated through the Contribution and Sale Agreement in which financial advisory, legal, accounting, tax and other consulting services were shared between the Company, the San Francisco Venture, the Great Park Venture and the Management Company. The Management Company acted as the administrative agent for all the parties. Transaction costs of $1.8 million was incurred directly by the Company or allocated to the Company under the cost sharing agreement during the year ended December 31, 2016 and is included in selling, general, and administrative expense in the accompanying consolidated statement of operations. The San Francisco Venture On May 2, 2016, immediately prior to completion of the Formation Transactions, the San Francisco Venture completed a separation transaction (the “Separation Transaction”) pursuant to an Amended and Restated Separation and Distribution Agreement (“Separation Agreement”) in which the equity interests in a subsidiary of the San Francisco Venture known as CPHP Development, LLC (“CPHP”) were distributed directly to the members of the San Francisco Venture: (i) an affiliate of Lennar and (ii) an affiliate of Castlelake, LP (“Castlelake”). The principal terms of the Separation Agreement included the following: • CPHP was transferred certain acres of land where homes were being built, as well as all responsibility for current and future residential construction on the land; • Once a final subdivision map is recorded, title to a parking structure parcel at Candlestick Point (“CP Parking Parcel”) was to be conveyed to CPHP and CPHP was to assume the obligation to construct the parking structure and certain other improvements at Candlestick Point; • CPHP was transferred the membership interest in Candlestick Retail Member, LLC, (“Mall Venture Member”), the entity that had entered into a joint venture (“Mall Venture”) with CAM Candlestick LLC (the “Macerich Member”) to build a fashion outlet retail shopping center (“Retail Project”) above and adjacent to the parking structure that CPHP is to construct on the CP Parking Parcel; • Once a final subdivision map is recorded, the San Francisco Venture was to convey to the Mall Venture the property on which the Retail Project was to be built (the “Retail Project Property”); and • CPHP assumed all of the vertical construction loans and EB-5 loan liabilities of the San Francisco Venture, subject to a reimbursement agreement for the portion of the EB-5 loans that were used to fund development of the portion of Candlestick Point and The San Francisco Shipyard that was not transferred to CPHP. Concurrent with and pursuant to the terms and conditions of the Contribution and Sale Agreement, the limited liability company agreement of the San Francisco Venture was amended and restated to reflect among other things (1) the conversion of the existing members’ interest into Class A units of the San Francisco Venture that are redeemable, at the holder’s option, subject to certain conditions, for Class A Common Units of the Operating Company, (2) the creation of Class B units of the San Francisco Venture and (3) the appointment of the Operating Company as the manager of the San Francisco Venture. In exchange for 378,578 of its Class A Common Units, the Operating Company acquired 378,578 Class A units of the San Francisco Venture that automatically converted into an equal number of Class B units of the San Francisco Venture. As the holder of all the outstanding Class B units of the San Francisco Venture, the Operating Company owns interests that entitle it to receive 99% of all distributions from the San Francisco Venture after the holders of Class A units of the San Francisco Venture have received distributions equivalent to the distributions, if any, paid on the Class A Common Units of the Operating Company. The Company has a controlling financial interest and consolidates the accounts of the San Francisco Venture and reports noncontrolling interest attributed to the outstanding Class A units of the San Francisco Venture. The equity issued for the San Francisco Venture consisted of the following (in thousands, except unit and per unit amounts): Class A Common Units in the Operating Company 378,578 Class A units at the San Francisco Venture exchangeable for Class A Common Units in the Operating Company 37,479,205 Total units issued/issuable in consideration 37,857,783 Estimated fair value per Class A Common Unit of the Operating Company $ 23.61 Total equity consideration $ 893,856 Add: contingent consideration 64,870 Less: capital commitment from seller (120,000 ) Total consideration issued for the San Francisco Venture $ 838,726 The estimated fair value per Class A Common Unit of the Operating Company was determined using a discounted cash flow method projected for the Operating Company to determine a per unit enterprise value as of the acquisition date. As the Class A units of the San Francisco Venture are exchangeable on a one -for-one basis for Class A Common Units of the Operating Company, it was determined that the unit value of a Class A unit of the San Francisco Venture is substantially equal to the unit value of a Class A Common Unit of the Operating Company. The fair value of the noncontrolling interest represented by the Class A units of the San Francisco Venture held by affiliates of Lennar and Castlelake is calculated as the product of the unit value of the Class A units of the San Francisco Venture and the number of Class A units of the San Francisco Venture outstanding and redeemable for Class A Common Units of the Operating Company. Contingent consideration consists of the San Francisco Venture’s obligation (through a subsidiary) to convey the Retail Project Property to the Mall Venture and the CP Parking Parcel to CPHP. The Retail Project Property is to be conveyed pursuant to a development and acquisition agreement, dated November 13, 2014, between the Mall Venture and the San Francisco Venture’s subsidiary (the “Mall DAA”). The former owners of the San Francisco Venture retained the rights to 49.9% of the equity ownership in the Mall Venture through the Separation Agreement; therefore, the conveyance of the Retail Project Property to the Mall Venture represents additional consideration to the former owners, contingent upon the San Francisco Venture obtaining the appropriate governmental approvals required to subdivide and convey the Retail Project Property. In connection with the Separation Transaction, the former owners agreed to make an aggregate capital commitment to the San Francisco Venture of $120.0 million , payable to the San Francisco Venture in four equal installments, with the first installment paid on May 2, 2016 and the second, third and fourth installments payable within 90 , 180 and 270 days thereafter. The second and third installments were paid and received by the San Francisco Venture on August 5, 2016 and November 3, 2016, respectively, and the fourth installment was received on February 2, 2017. The $120.0 million capital commitment from the selling members was determined to be an adjustment to purchase consideration since the amount is a cash inflow to the Company from the former owners of the San Francisco Venture in relation to the acquisition, thereby reducing the fair value of the consideration. The estimated fair value of the assets acquired and liabilities assumed, as well as the fair value of the noncontrolling interest in the San Francisco Venture as of the acquisition date, is as follows (in thousands): Assets acquired: Inventories $ 1,038,154 Other assets 827 Liabilities assumed: Macerich Note (65,130 ) Accounts payable (17,715 ) Related party liabilities (117,410 ) Net assets acquired $ 838,726 Adjustment to equity consideration, net (see table above) 55,130 $ 893,856 Noncontrolling interest in the San Francisco Venture $ 884,917 Inventories consist of land held for development and the right to receive land from the Office of Community Investment and Infrastructure, the Successor to the Redevelopment Agency of the City and County of San Francisco (the “San Francisco Agency”) in accordance with a disposition and development agreement between the San Francisco Venture’s subsidiary and the San Francisco Agency. Accounts payable consists of payables related to normal business operations. Related party liabilities consist of (i) $102.7 million in EB-5 loan reimbursements to CPHP or its subsidiaries, pursuant to reimbursement agreements that the San Francisco Venture entered into as of May 2, 2016 to reimburse CPHP or its subsidiaries for the proceeds of the EB-5 loans that were used to fund development of the portion of Candlestick Point and The San Francisco Shipyard that were not transferred to CPHP; and (ii) $14.6 million closing cash adjustment payable to CPHP (see Note 10). The Macerich Note is a $65.1 million loan from an affiliate of the Macerich Member (see Note 11). Management Company The Management Company was formed in 2009 as a joint venture between the Company’s Chairman and Chief Executive Officer, Emile Haddad, and an affiliate of Lennar. Since being formed, the Management Company had been engaged by the Company as an independent contractor to supervise the day-to-day affairs of the Company and the assets of its subsidiaries. The Company awarded the Management Company a 2.48% ownership interest in the Company’s subsidiary FPL in connection with its engagement as development manager as well as a seat on the Company’s Board of Managers prior to the Formation Transactions. The Management Company has also acted as development manager for the Great Park Venture, under the terms of the development management agreement. Prior to the Formation Transactions, the Management Company also held an ownership interest in the Great Park Venture through an investment in a joint venture with an affiliate of Castlelake (“FPC-HF Venture I”). In 2014, the Management Company sold the rights to 12.5% of all incentive compensation under the development management agreement to FPC-HF Venture I in exchange for its ownership interest in FPC-HF Venture I. Concurrent with and pursuant to the terms and conditions of the Contribution and Sale Agreement, the Management Company amended and restated its limited partnership agreement. Among other things, the principal organizational changes that occurred were as follows: • Distribution of the Management Company’s ownership interest in FPC-HF Venture I (see Note 5), to its selling shareholders, Emile Haddad and an affiliate of Lennar; • The partnership interests were converted into two classes of partnership interests, designated as Class A interests and Class B interests. Holders of the Management Company’s Class B interests are entitled to receive distributions from the Management Company equal to the amount of any incentive compensation payments the Management Company receives under the development management agreement, as amended and restated (the “A&R DMA”), characterized as “Legacy Incentive Compensation.” Holders of Class A interests are entitled to all other distributions; and • Admission of FPC-HF Venture I as a 12.5% holder of the Management Company’s Class B interests in exchange for FPC-HF Venture I’s contribution of its right to 12.5% of the Legacy Incentive Compensation, as defined and discussed in Note 10. By acquiring all of the stock of Five Point Communities Management, Inc. and all of the Class A interests of Five Point Communities, LP, the Company obtained a controlling financial interest in the Management Company and is able to direct all business decisions of the Management Company. The equity issued for the Management Company, consisted of the following (in thousands, except unit/share and per unit amounts): Class A common shares of the Company 798,161 Class A Common Units of the Operating Company 6,549,629 Total units/shares issued in consideration 7,347,790 Estimated fair value per Class A Common Unit of the Operating Company and Class A common share of the Company $ 23.61 Total equity consideration $ 173,488 Add: available cash distribution 450 Total consideration issued for the Management Company $ 173,938 A Class A common share of the Company and a Class A Common Unit of the Operating Company issued as consideration were each valued at $23.61 . The estimated total purchase price was allocated to Management Company’s assets and liabilities based upon fair values as determined by the Company, as follows (in thousands): Assets acquired: Investment in FPL $ 70,000 Intangible asset 129,705 Cash 3,664 Legacy Incentive Compensation receivable from related party 56,232 Related party receivables 5,282 Prepaid expenses and other current assets 328 Liabilities assumed: Other liabilities (2,397 ) Related party liabilities (81,996 ) Accrued employee benefits (6,880 ) Net assets acquired $ 173,938 The intangible asset is a contract asset resulting from the incentive compensation provisions of the A&R DMA. The A&R DMA has an original term commencing on December 29, 2010 and ending on December 31, 2021, with options to renew at the mutual agreement of terms and provisions by both the Company and the Great Park Venture for three additional years and then two additional years. The intangible asset will be amortized over the contract period based on the pattern in which the economic benefits are expected to be received. The investment in FPL, which was stepped up to fair value, eliminates in consolidation as FPL is a consolidated subsidiary of the Company. Related party liabilities are comprised of the Class B distribution rights that were held by Emile Haddad, an affiliate of Lennar and FPC-HF Venture I. The Class B interests were determined to not be a substantive form of equity because the interests only entitle the holders to the Legacy Incentive Compensation payments, and does not expose the holders to the net assets or residual interest of Management Company. Class B distributions will be made when the Management Company receives Legacy Incentive Compensation payments under the A&R DMA. As of December 31, 2018 , the Management Company had received $58.3 million of the Legacy Incentive Compensation and made distributions in the same amount to the holders of Class B interests. Related party liabilities also includes an obligation to the Operating Company for $14.1 million representing 12.5% of the Non-Legacy Incentive Compensation under the A&R DMA that the Management Company previously sold to FPC-HF Venture I and that the Operating Company acquired from FPC-HF Venture I in connection with the Contribution and Sale Agreement (see Note 10). This obligation and the Operating Company’s acquired asset are eliminated in the accompanying consolidated balance sheets as of December 31, 2018 and 2017. The Company recorded revenue and losses related to the acquisition of the Management Company and the San Francisco Venture for the year ended December 31, 2016 as follows (in thousands): 2016 Revenue $ 15,223 Loss $ (11,992 ) Tournament Players Club at Valencia Golf Course Disposal In January 2018, the Tournament Players Club at Valencia Golf Course was sold for net cash proceeds of $5.7 million , and the buyer’s assumption of certain liabilities, including certain club membership related liabilities. The Company recognized a gain of $6.7 million as a result of the sale and such gain is included in miscellaneous other income in the consolidated statement of operations for the year ended December 31, 2018 . The property was operated by the Company as an amenity to the Newhall segment’s fully developed Valencia community and the gain on the sale is included in the Newhall segment’s results for the year ended December 31, 2018 |
Investment In Unconsolidated En
Investment In Unconsolidated Entities | 12 Months Ended |
Dec. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Entities | INVESTMENT IN UNCONSOLIDATED ENTITIES Great Park Venture On May 2, 2016, concurrent with and pursuant to the terms and conditions of the Contribution and Sale Agreement, the Great Park Venture amended and restated its limited liability company agreement, which split the previous interests in Great Park Venture into two classes of interests—“Percentage Interests” and “Legacy Interests.” The pre-Formation Transaction owners of Great Park Venture retained the Legacy Interests, which entitle them to receive priority distributions in an aggregate amount equal to $476.0 million and up to an additional $89.0 million from subsequent distributions of cash depending on the performance of the Great Park Venture. The holders of the Percentage Interests will receive all other distributions. As of December 31, 2018 , the Great Park Venture has made distributions to the holders of Legacy Interests in the aggregate amount of $355.0 million . Pursuant to the Contribution and Sale Agreement, the Operating Company acquired 37.5% of the Percentage Interests in exchange for issuing 17,749,756 Class A Common Units in the Operating Company to an affiliate of Lennar and to FPC-HF Venture I. Great Park Venture is the owner of Great Park Neighborhoods, a mixed-use, master planned community located in Orange County, California. The Company, through its acquisition of the Management Company, has been engaged to manage the planning, development and sale of the Great Park Neighborhoods and supervise the day-to-day affairs of the Great Park Venture. The Great Park Venture is managed by an executive committee comprised of representatives appointed by only the holders of Percentage Interest. The Company does not control the actions of the executive committee. The cost of the Company’s investment in the Great Park Venture was $114.2 million higher than the Company’s underlying equity in the carrying value of net assets of the Great Park Venture (basis difference). The Company’s earnings from the equity method investment are adjusted by amortization and accretion of the basis differences as the assets and liabilities that gave rise to the basis difference are sold, settled or amortized. The following table summarizes the statement of operations of the Great Park Venture for years ended December 31, 2018 and 2017 and for the period from the acquisition date of May 2, 2016 to December 31, 2016 (in thousands): 2018 2017 2016 Land sale revenues $ 175,689 $ 480,934 $ 22,505 Cost of land sales (118,115 ) (339,100 ) (12,093 ) Other costs and expenses (54,506 ) (105,772 ) (82,392 ) Net income (loss) of Great Park Venture $ 3,068 $ 36,062 $ (71,980 ) The Company’s share of net income (loss) $ 1,151 $ 13,523 $ (26,992 ) Basis difference (amortization) accretion (2,057 ) (7,763 ) 25,636 Equity in (loss) earnings from Great Park Venture $ (906 ) $ 5,760 $ (1,356 ) The following table summarizes the balance sheet data of the Great Park Venture and the Company’s investment balance as of December 31, 2018 and 2017 (in thousands): 2018 2017 Inventories $ 1,059,717 $ 1,089,513 Cash and cash equivalents 60,663 336,313 Receivable and other assets 33,836 21,778 Total assets $ 1,154,216 $ 1,447,604 Accounts payable and other liabilities $ 152,809 $ 225,588 Redeemable Legacy Interests 209,967 445,000 Capital (Percentage Interest) 791,440 777,016 Total liabilities and capital $ 1,154,216 $ 1,447,604 The Company’s share of capital in Great Park Venture $ 296,790 $ 291,381 Unamortized basis difference 128,863 132,111 The Company’s investment in the Great Park Venture $ 425,653 $ 423,492 Gateway Commercial Venture On August 4, 2017, the Company entered into the Limited Liability Company Agreement of Five Point Office Venture Holdings I, LLC, a Delaware limited liability company (the “Gateway Commercial Venture”), made a capital contribution of $106.5 million to the Gateway Commercial Venture, and received a 75% interest in the venture. The Gateway Commercial Venture is governed by an executive committee in which the Company is entitled to appoint two individuals. One of the other members of the Gateway Commercial Venture is also entitled to appoint two individuals to the executive committee. The unanimous approval of the executive committee is required for certain matters, which limits the Company’s ability to control the Gateway Commercial Venture, however, the Company is able to exercise significant influence and therefore accounts for its investment in the Gateway Commercial Venture using the equity method. The Company is the manager of the Gateway Commercial Venture, with responsibility to manage and administer its day-to-day affairs and implement a business plan approved by the executive committee. On August 10, 2017, through its wholly owned subsidiaries, the Gateway Commercial Venture completed the purchase of the Five Point Gateway Campus located in Irvine, California. The purchase price of $443.0 million was funded using capital contributions by the members of the Gateway Commercial Venture and $291.2 million in debt financing. The financing arrangement also provides for an additional $48.0 million to be borrowed for the cost of tenant improvements, leasing expenditures and certain capital expenditures. The debt obtained by the Gateway Commercial Venture is non-recourse to the Company other than in the case of customary “bad act” or bankruptcy or insolvency events. In July 2018, the Company made a capital contribution of $8.4 million to the Gateway Commercial Venture. The contribution, which related to funding of tenant improvements, is expected to be distributed back to the Company following completion of the tenant improvements. As of December 31, 2018, the Gateway Commercial Venture has made distributions totaling $6.5 million to the Company with the remaining balance expected to be received in 2019. The following table summarizes the statement of operations of the Gateway Commercial Venture for the year ended December 31, 2018 and from August 4, 2017 (the date of our initial investment) to December 31, 2017 (in thousands): 2018 2017 Rental revenues $ 26,580 $ 9,245 Rental operating and other expenses (4,963 ) (1,091 ) Depreciation and amortization (11,730 ) (4,504 ) Interest expense (11,563 ) (3,629 ) Net (loss) income of Gateway Commercial Venture $ (1,676 ) $ 21 Equity in (loss) earnings from Gateway Commercial Venture $ (1,257 ) $ 16 The following table summarizes the balance sheet data of the Gateway Commercial Venture and the Company’s investment balance as of December 31, 2018 and 2017 (in thousands): 2018 2017 Real estate and related intangible assets, net $ 464,123 $ 448,795 Other assets 14,833 7,211 Total assets $ 478,956 $ 456,006 Notes payable, net $ 295,440 $ 286,795 Other liabilities, net 40,521 27,190 Members’ capital 142,995 142,021 Total liabilities and capital $ 478,956 $ 456,006 The Company’s investment in the Gateway Commercial Venture $ 107,246 $ 106,516 |
Noncontrolling Interests
Noncontrolling Interests | 12 Months Ended |
Dec. 31, 2018 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | NONCONTROLLING INTERESTS The Holding Company’s wholly owned subsidiary is the managing general partner of the Operating Company and at December 31, 2018 , the Holding Company and its wholly owned subsidiary owned approximately 61.7% of the outstanding Class A Common Units of the Operating Company, 100% of the outstanding Class B Common Units of the Operating Company. The Holding Company consolidates the financial results of the Operating Company and its subsidiaries, and records a noncontrolling interest for the remaining 38.3% of the outstanding Class A Common Units of the Operating Company. After a 12 month holding period, holders of Class A Common Units of the Operating Company may exchange their units for, at the Company’s option, either (i) Class A common shares on a one -for-one basis (subject to adjustment in the event of share splits, distributions of shares, warrants or share rights, specified extraordinary distributions and similar events), or (ii) cash in an amount equal to the market value of such shares at the time of exchange. Whether such units are acquired by the Company in exchange for Class A common shares or for cash, if the holder also owns Class B common shares, then an equal number of that holder’s Class B common shares will automatically convert into Class A common shares, at a ratio of 0.0003 Class A common shares for each Class B common share. This exchange right is currently exercisable by all holders of outstanding Class A Common Units of the Operating Company. The San Francisco Venture has two classes of units—Class A units and Class B units. The Operating Company owns all of the outstanding Class B units of the San Francisco Venture. All of the outstanding Class A units are owned by affiliates of Lennar and affiliates of Castlelake. The Class A units of the San Francisco Venture are intended to be substantially economically equivalent to the Class A Common Units of the Operating Company. The Class A units of the San Francisco Venture represent noncontrolling interests to the Operating Company. Holders of Class A units of the San Francisco Venture can redeem their units at any time and receive Class A Common Units of the Operating Company on a one -for-one basis (subject to adjustment in the event of share splits, distributions of shares, warrants or share rights, specified extraordinary distributions and similar events). If a holder requests a redemption of Class A units that would result in the Holding Company’s ownership of the Operating Company falling below 50.1% , the Holding Company has the option of satisfying the redemption with Class A common shares instead. The Company also has the option, at any time, to acquire outstanding Class A units of the San Francisco Venture in exchange for Class A Common Units of the Operating Company. The 12 month holding period for any Class A Common Units of the Operating Company issued in exchange for Class A units of the San Francisco Venture is calculated by including the period that such Class A units of the San Francisco Venture were owned. This exchange right is currently exercisable by all holders of outstanding Class A units of the San Francisco Venture. Pursuant to the First Amendment to the Second Amended and Restated Limited Liability Company Agreement of The Shipyard Communities, LLC, dated as of February 13, 2019, the San Francisco Venture was authorized to issue Class C units to an affiliate of Lennar that agreed to contribute $25.0 million to the San Francisco Venture in exchange for the issuance of 25 million units of the new class of membership interest. Provided that Lennar completes the construction of a certain number of new homes in Candlestick Point as contemplated under its agreements with the Company, the San Francisco Venture is required to redeem the Class C units if and when the Company receives reimbursements from the Mello-Roos communities facilities district formed for the Candlestick Point project, in an aggregate amount equal to 50% of any reimbursements up to a maximum amount of $25.0 million . Upon a liquidation of the San Francisco Venture, the holders of Class C Units are entitled to a liquidation preference in an aggregate amount equal to the cumulative amount of reimbursements received, less the aggregate amount previously paid to redeem Class C units. The maximum amount payable by the San Francisco Venture pursuant to redemptions or liquidation of the Class C units is $25.0 million . The holders of Class C units are not entitled to receive distributions. In connection with the issuance of the Class C units, the San Francisco Venture agreed to spend $25.0 million on the development of infrastructure and/or parking facilities at the Company’s Candlestick Point development. Net (loss) income attributable to the noncontrolling interests on the consolidated statements of operations represents the portion of earnings attributable to the economic interest in the Company held by the noncontrolling interests. The Company allocates (loss) income to noncontrolling interests based on the substantive profit sharing provisions of the applicable operating agreements. With each exchange of Class A Common Units of the Operating Company for Class A common shares, the Holding Company’s percentage ownership interest in the Operating Company and its share of the Operating Company’s cash distributions and profits and losses will increase (see Note 7). Additionally, other issuances of common shares of the Holding Company or common units of the Operating Company results in changes to the noncontrolling interest percentage as well as the total net assets of the Company. As a result, all equity transactions result in an allocation between equity and the noncontrolling interest in the Company’s consolidated balance sheets and statements of capital to account for the changes in the noncontrolling interest ownership percentage as well as the change in total net assets of the Company. During the year ended December 31, 2018 , the Holding Company increased its ownership interest in the Operating Company as a result of equity transactions related to the Company’s share-based compensation plan and exchanges of Class A Common Units of the Operating Company for Class A common shares. During the year ended December 31, 2017 |
Consolidated Variable Interest
Consolidated Variable Interest Entity | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidated Variable Interest Entity | CONSOLIDATED VARIABLE INTEREST ENTITY The Holding Company conducts all of its operations through the Operating Company, a consolidated VIE, and as a result, substantially all of the Company’s assets and liabilities represent the assets and liabilities of the Operating Company, other than items attributed to income taxes and the TRA related obligation, which was $169.5 million and $152.5 million at December 31, 2018 and 2017 respectively. The Operating Company has investments in and consolidates the assets and liabilities of the San Francisco Venture, Five Point Communities, LP and FPL, all of which have also been determined to be VIEs. The San Francisco Venture is a VIE as the limited partners (or functional equivalent) of the venture, individually or as a group, are not able to exercise kick-out rights or substantive participating rights. The Company applied the variable interest model and determined that it is the primary beneficiary of the San Francisco Venture and, accordingly, the San Francisco Venture is consolidated in its results. In making that determination, the Company evaluated that the Operating Company has unilateral and unconditional power to make decisions in regards to the activities that significantly impact the economics of the VIE, which are the development of properties, marketing and sale of properties, acquisition of land and other real estate properties and obtaining land ownership or ground lease for the underlying properties to be developed. The Company is determined to have more-than-insignificant economic benefit from the San Francisco Venture because the Operating Company can prevent or cause the San Francisco Venture from making distributions on its units, and the Operating Company would receive 99% of any such distributions (assuming no distributions had been paid on the Class A Common Units of the Operating Company). In addition, the San Francisco Venture is only allowed to make a capital call on the Operating Company and not any other interest holders, which could be a significant financial risk to the Operating Company. As of December 31, 2018 , the San Francisco Venture had total combined assets of $1,151.4 million , primarily comprised of $1,137.0 million of inventories and $12.3 million in cash and total combined liabilities of $260.8 million including $168.9 million in related party liabilities and $65.1 million in notes payable. As of December 31, 2017 , the San Francisco Venture had total combined assets of $1,074.1 million , primarily comprised of $1,063.9 million of inventories and $8.4 million in cash and total combined liabilities of $269.2 million including $177.4 million in related party liabilities and $65.1 million in notes payable. Those assets are owned by, and those liabilities are obligations of, the San Francisco Venture, not the Company. The San Francisco Venture is not a guarantor of the Company’s obligations, and the assets held by the San Francisco Venture may only be used as collateral for the San Francisco Venture’s debt. The creditors of the San Francisco Venture do not have recourse to the assets of the Operating Company, as the VIE’s primary beneficiary, or of the Holding Company. The Company and other partners do not generally have an obligation to make capital contributions to the San Francisco Venture. In addition, there are no liquidity arrangements or agreements to fund capital or purchase assets that could require the Company to provide financial support to the San Francisco Venture. The Company did not guarantee any debt of the San Francisco Venture. Five Point Communities, LP and FPL are VIEs as in each case the limited partners (or functional equivalent) have disproportionately fewer voting rights and substantially all of the activities of the entities are conducted on behalf of the limited partners and their related parties. The Operating Company, or a wholly owned subsidiary of the Operating Company, is the primary beneficiary of Five Point Communities, LP and FPL. As of December 31, 2018 , Five Point Communities, LP and FPL had combined assets of $745.3 million , primarily comprised of $559.1 million of inventories, $95.9 million of intangibles, $54.3 million in related party assets and $0.1 million in cash, and total combined liabilities of $118.1 million , including $108.6 million in accounts payable and other liabilities and $9.5 million in related party liabilities. As of December 31, 2017 , Five Point Communities, LP and FPL had combined assets of $543.5 million , primarily comprised of $361.9 million of inventories, $127.6 million of intangibles, $3.1 million in related party assets and $12.3 million in cash, and total combined liabilities of $131.0 million , including $117.1 million in accounts payable and other liabilities and $9.1 million in related party liabilities. The Company evaluates its primary beneficiary designation on an ongoing basis and assesses the appropriateness of the VIE’s status when events have occurred that would trigger such an analysis. During the years ended December 31, 2018 , 2017 and 2016 |
Properties and Equipment, Net
Properties and Equipment, Net | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Properties and Equipment, Net | PROPERTIES AND EQUIPMENT, NET Properties and equipment as of December 31, 2018 and 2017 consisted of the following (in thousands): 2018 2017 Agriculture operating properties and equipment $ 29,975 $ 29,689 Other 7,166 4,890 Total properties and equipment 37,141 34,579 Accumulated depreciation (5,464 ) (4,923 ) Properties and equipment, net $ 31,677 $ 29,656 Depreciation expense was $0.8 million , $1.1 million and $1.0 million for the years ended December 31, 2018 , 2017 and 2016 |
Intangible Asset, Net_Related P
Intangible Asset, Net—Related Party | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Asset, Net—Related Party | INTANGIBLE ASSET, NET—RELATED PARTY In connection with the Company’s acquisition of the Management Company (see Note 4), the Company acquired an intangible asset related to the contract value of the incentive compensation provisions of the Management Company’s development management agreement with the Great Park Venture. The carrying amount and accumulated amortization of the intangible asset as of December 31, 2018 and 2017 were as follows (in thousands): 2018 2017 Gross carrying amount $ 129,705 $ 129,705 Accumulated amortization (33,788 ) (2,112 ) Net book value $ 95,917 $ 127,593 The Company recorded amortization expense of $12.5 million for the year ended December 31, 2018 , which is included in the cost of management services in the accompanying consolidated statement of operations. Amortization expense is recognized using a relative value method based on revenue recognition attributable to incentive compensation. No amortization expense was recorded for the year ended December 31, 2017 , as the Company did not recognize any economic benefits from incentive compensation. Additionally, in connection with the transition adjustment recorded for the adoption of ASU No. 2014-09 on January 1, 2018, the Company recorded an increase to accumulated amortization of $19.2 million |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS Related party assets and liabilities included in the Company’s consolidated balance sheets as of December 31, 2018 and 2017 consisted of the following (in thousands): 2018 2017 Assets: Contract asset (see Note 3) $ 49,834 $ — Prepaid rent 5,972 — Other 5,233 3,158 $ 61,039 $ 3,158 Liabilities: EB-5 loan reimbursements $ 102,692 $ 102,692 Contingent consideration—Mall Venture project property 64,870 64,870 Deferred land sale revenue — 9,860 Payable to holders of Management Company’s Class B interests 9,000 9,000 Other 1,978 248 $ 178,540 $ 186,670 Development Management Agreement with the Great Park Venture (Legacy Incentive Compensation Contract Asset) In 2010, the Great Park Venture, the Company’s equity method investee, engaged the Management Company under a development management agreement to provide management services to the Great Park Venture. The compensation structure in place as per the A&R DMA consists of a base fee and incentive compensation. The base fee consists of a fixed annual fee and a variable fee equal to general and administrative costs incurred by the Management Company on behalf of the Great Park Venture. Incentive compensation is characterized as “Legacy Incentive Compensation” and “Non-Legacy Incentive Compensation.” The Legacy Incentive Compensation consists of the following: (i) $15.2 million , which was received by the Management Company on May 2, 2016; (ii) $43.1 million received by the Management Company on January 3, 2017; and (iii) a maximum of $9.0 million of incentive compensation payments attributed to contingent payments made under a cash flow participation agreement the Great Park Venture is a party to. Generally, the Non-Legacy Incentive Compensation is 9% of distributions made by the Great Park Venture, as defined in the A&R DMA, excluding the distributions to the holders of Legacy Interests of $565.0 million (see Note 5). Due to the contingencies associated with the portion of the Legacy Incentive Compensation (maximum of $9.0 million ) that has not been received and the Non-Legacy Incentive Compensation, no receivable was recognized at the acquisition date for these components and instead an intangible asset at fair value, was recognized at the acquisition date (see Note 4). Adoption of the new revenue guidance on January 1, 2018 (see Note 3) impacted the Company’s recognition of variable Legacy and Non-Legacy Incentive Compensation consideration. Previously, revenue was recognized when contingencies associated with the amount and timing of the consideration were resolved. Under the new guidance, estimates of the amount of variable consideration that the Company expects to be entitled to receive as revenue are recognized over time as management services are provided. Upon transitioning to the new guidance, the Company adjusted its opening balance sheet on January 1, 2018 to reflect a contract asset of $29.4 million representing an estimate of the cumulative amount of consideration the Company expected to be entitled to receive for services provided through the adoption date. At December 31, 2018, a contract asset balance of $47.7 million is included in related party assets on the accompanying consolidated balance sheet attributed to Legacy and Non-Legacy Incentive Compensation. For the years ended December 31, 2018 , 2017 and 2016 , the Company recognized revenue from management services of $35.1 million (including incentive compensation), $16.2 million and $13.3 million , respectively, related to all management fees under the A&R DMA and such revenues are included in management services—related party in the accompanying consolidated statements of operations. At December 31, 2018 and 2017 , the Company had a receivable from the Great Park Venture of $3.0 million and $2.9 million , respectively, related to cost reimbursements under the A&R DMA. The receivable amounts are included in other related party assets in the table above. The current term of the A&R DMA ends in December 2021 and provides for term extensions at the mutual agreement of terms and provisions by both the Company and the Great Park Venture. Purchase of Indirect Legacy Interest in Great Park Venture In June 2018, the Company purchased an indirect interest in rights to certain Legacy Interests in the Great Park Venture that were held by Emile Haddad. At December 31, 2018 , the carrying value of the purchased interests was $1.8 million and is included in other related party assets in the table above. Five Point Gateway Campus Lease In August 2017, the Company entered into a 130-month full service gross lease with the Gateway Commercial Venture, and the Company relocated its Orange County, California offices to the newly leased office space at the Five Point Gateway Campus in December 2018. At December 31, 2018, the Company had a prepaid rent balance of $6.0 million . EB-5 Loan Reimbursements The San Francisco Venture has entered into reimbursement agreements for which it has agreed to reimburse CPHP or its subsidiaries for a portion of the EB-5 loan liabilities and related interest that were assumed by CPHP or its subsidiaries pursuant to the Separation Agreement. At both December 31, 2018 and 2017 , the balance of the payable to CPHP or its subsidiaries was $102.7 million . Interest is paid monthly and totaled $4.2 million for each of the years ended December 31, 2018 and 2017 . All of the incurred interest for the years ended December 31, 2018 and 2017 was capitalized into inventories as interest on development and construction costs. The weighted average interest rate as of December 31, 2018 was 4.1% . Principal payments of $39.4 million and $63.3 million are due in 2019 and 2020, respectively. Contingent Consideration to Class A Members of the San Francisco Venture Under the terms of the Separation Agreement, the San Francisco Venture retained the obligation under the Mall DAA to subdivide and convey the Retail Project Property to the Mall Venture, and the former owners of the San Francisco Venture retained the rights to 49.9% of the equity ownership in the Mall Venture. The obligation to convey the Retail Project Property to the Mall Venture represents additional consideration as the conveyance of the Retail Project Property provides direct benefit to the former owners (see Note 4). In early 2019, after discussions between the Company, CPHP and the Macerich Member, the parties determined not to proceed with the Retail Project. As a result of terminating the Retail Project, the obligation of the San Francisco Venture to convey the CP Parking Parcel and the Retail Project Property was terminated, and the San Francisco Venture was also released from certain development obligations. In return, the San Francisco Venture repaid the Macerich Note and accrued interest (see Note 11). Additionally, the San Francisco Venture issued an aggregate of 436,498 of its Class A Units (while the Company concurrently sold 436,498 of the Company’s Class B common shares) to affiliates of Lennar and Castlelake (see Note 13). The San Francisco Venture can now redevelop these parcels for alternative uses. Payables to Holders of Management Company’s Class B Interests Holders of the Management Company’s Class B interests are entitled to receive all distributions from the Management Company that are attributable to any Legacy Incentive Compensation received by the Management Company. The Management Company made a $43.1 million payment to the holders of Class B interests of the Management Company in January 2017 in connection with the Management Company’s January 2017 collection of Legacy Incentive Compensation in the same amount. No payments were made during the year ended December 31, 2018. Transition Services Agreement The Operating Company has engaged a subsidiary of Lennar to provide certain services, support, and resources to the Company under a Transition Services Agreement (“TSA”). The TSA was amended on May 1, 2018, which resulted in reduced services that substantially ceased at the end of 2018. For the years ended December 31, 2018 , 2017 and 2016, the Company incurred $1.4 million , $1.8 million and $1.0 million , respectively, in costs for office space licensing and transition services. As of December 31, 2018 and 2017 , the Company had related party payables of $0.1 million and $0.2 million , respectively, related to the various components of the TSA. San Francisco Bay Area Development Management Agreements The Company has entered into development management agreements with affiliates of Lennar and Castlelake in which the Company will provide certain development management services to various real estate development projects located in the San Francisco Bay area. The agreements generally consist of a fixed management fee and in some cases a variable fee equal to general and administrative costs incurred by the Company. In most cases the management agreements terminate upon project development milestones. For the years ended December 31, 2018 , 2017 and 2016, the Company recognized revenue from these management services of $4.4 million , $5.8 million and $3.5 million , respectively. Revenues related to management fees under the San Francisco Bay area development management agreements are included in management services—related party in the accompanying consolidated statements of operations. Gateway Commercial Venture Property Management Agreement The Company has entered into a property management agreement with Gateway Commercial Venture in which the Company will provide certain property management services to the Five Point Gateway Campus. The agreement consists of a base management fee, calculated as the greater of a determined fixed value or percentage of gross rent, plus additional fees, when applicable, pertaining to management of tenant improvements and securing tenants. For the years ended December 31, 2018 and 2017 , the Company recognized revenue from these management services of $1.5 million and $0.5 million , respectively, which is included in management services—related party in the accompanying consolidated statement of operations. At December 31, 2018 , the Company had a contract asset balance of $0.2 million related to these management fees from the Gateway Commercial Venture. Candlestick Point Purchase and Sale Agreements The San Francisco Venture has entered into purchase and sale agreements with an affiliate of Lennar and Castlelake to sell homesites at Candlestick Point including one agreement for 3.6 acres of land where up to 390 for-sale homesites are planned to be built and one agreement for land that includes additional airspace parcels above the planned Retail Project where multi-family homesites were planned to be built. The Company was required to complete certain conditions prior to the close of escrow of the sale of the airspace parcels above the planned Retail Project, including recording the subdivision of the land and airspace parcels into separate legal parcels. The San Francisco Venture closed escrow on the for-sale homesites in January 2017 resulting in gross proceeds of $91.4 million . At December 31, 2017, the Company had $9.9 million of deferred revenue on this sale related to completion of certain infrastructure improvements. In transitioning to the new revenue recognition guidance (see Note 3), the Company determined that it transferred control of the land in connection with the 2017 land sale and satisfied the performance obligation to the buyer at the time of the sale, as such, the Company recognized $9.9 million in deferred revenues, and the associated inventory relief, directly to capital on January 1, 2018. In connection with the termination of the Retail Project in early 2019 described above, the purchase and sale agreement for the planned multi-family homesites was terminated. Entitlement Transfer Agreement In December 2016, the San Francisco Venture entered into an agreement with an affiliate of Lennar and Castlelake pursuant to which an affiliate of Lennar and Castlelake agreed to transfer to the San Francisco Venture entitlements for the right to construct (1) at least 172 homesites (or, if greater, the number of entitled homesites that are not developed or to be developed by or on behalf of the San Francisco Agency or by residential developers on the land transferred to CPHP) and (2) at least 70,000 |
Notes Payable, Net
Notes Payable, Net | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable, Net | NOTES PAYABLE, NET At December 31, 2018 and 2017 , notes payable consisted of the following (in thousands): 2018 2017 7.875 % Senior Notes due 2025 $ 500,000 $ 500,000 Macerich Note 65,130 65,130 Settlement Note — 5,000 Unamortized debt issuance costs and discount (8,126 ) (9,512 ) $ 557,004 $ 560,618 Senior Notes In November 2017, the Operating Company and Five Point Capital Corp., a directly wholly owned subsidiary of the Operating Company (the “Co-Issuer” and, together with the Operating Company, the “Issuers”), offered, sold and issued $500.0 million aggregate principal amount of 7.875% unsecured senior notes due November 15, 2025 at 100% of par (the “Senior Notes”). Proceeds from the offering, after underwriting fees and offering expenses were $490.7 million . Interest on the notes is payable on May 15 and November 15 of each year. Interest incurred, including amortization of debt issuance costs, on the Senior Notes during the years ended December 31, 2018 and 2017 totaled $39.8 million and $4.6 million , respectively. All interest incurred was capitalized to inventories in both years. The Senior Notes are redeemable at the option of the Issuers, in whole or in part, at any time, and from time to time, on or after November 15, 2020, at a declining call premium as set forth in the indenture governing the Senior Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. In addition, at any time prior to November 15, 2020, the issuers may redeem some or all of the Senior Notes at a price equal to 100% of the aggregate principal amount of the Senior Notes redeemed, plus a “make-whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. Lastly, prior to November 15, 2020, the Issuers may redeem up to 35% of the aggregate principal amount of the Senior Notes with an amount equal to the net cash proceeds from certain equity offerings, at a redemption price equal to 107.875% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The Senior Notes are guaranteed jointly and severally, by certain direct and indirect subsidiaries of the Issuers (the “Guarantors”, other than the Co-Issuer), however the Issuers non-guarantor subsidiaries represent substantially all of the operations and total assets of the Issuers. The Senior Notes are senior in right of payment to all of the Issuers’ and Guarantors’ subordinated indebtedness, equal in right of payment with all of the Issuers’ and the Guarantors’ senior indebtedness, without giving effect to collateral arrangements in the case of secured indebtedness, effectively subordinated to any of the Issuers’ and the Guarantors’ secured indebtedness, to the extent of the value of the assets securing such indebtedness, and structurally subordinated to all of the existing and future liabilities (including trade payables but excluding intercompany liabilities) or preferred equity of each of the Operating Company’s subsidiaries that do not guarantee the Senior Notes (other than the Co-Issuer). Macerich Note On November 13, 2014, in connection with entering into the Mall Venture and Mall DAA, a wholly-owned subsidiary of the San Francisco Venture issued a promissory note (the “Macerich Note”) to an affiliate of the Macerich Member in the amount of $65.1 million , bearing interest at 360-day LIBOR plus 2.0% ( 5.01% at December 31, 2018 ). It was anticipated that upon completion of certain conditions, including the conveyance of the Retail Project Property to the Mall Venture, the Macerich Member, in several steps, would cause the Macerich Note to be distributed to the Company, resulting in the extinguishment of the Macerich Note. However in early 2019, in connection with the termination of the Retail Project (see Note 10), the Company repaid the Macerich Note, plus paid or caused to be paid outstanding accrued interest of approximately $11.1 million . Offsetting the Company’s payment was a concurrent contribution to the San Francisco Venture of approximately $5.5 million from the members of CPHP (affiliates of Lennar and Castlelake). Settlement Note The settlement note represents the settlement of an April 2011 third party dispute related to a prior land acquisition in which the Company issued a $12.5 million non-interest-bearing promissory note. At issuance, the Company recorded a discount on the face value of the promissory note at an imputed interest rate of approximately 12.8% . Amortization expense of this discount is capitalized to the Company’s inventory each period. During the years ended December 31, 2018 , 2017 and 2016 , the Company capitalized amortization expense of $0.3 million , $0.5 million and $0.7 million , respectively. The Company made its final principal payment on the settlement note of $5.0 million in April 2018. Revolving Credit Facility The Company has a revolving credit facility (the “Revolving Credit Facility”), with aggregate commitments to $125.0 million . The Revolving Credit Facility matures on April 18, 2020, with one option to extend the maturity date by an additional year, subject to the satisfaction of certain conditions including the approval of the administrative agent and the lenders. Borrowings under the Revolving Credit Facility bear interest at LIBOR plus a margin ranging from 1.75% to 2.00% based on the Company’s leverage ratio. As of December 31, 2018 , no funds have been drawn on the Revolving Credit Facility, however letters of credit of $1.0 million are issued and outstanding under the Revolving Credit Facility as of December 31, 2018 |
Tax Receivable Agreement
Tax Receivable Agreement | 12 Months Ended |
Dec. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Tax Receivable Agreement | TAX RECEIVABLE AGREEMENT Simultaneous with, but separate and apart from the Formation Transactions on May 2, 2016, the Company entered into a TRA with all of the holders of Class A Common Units of the Operating Company and all the holders of Class A Units of the San Francisco Venture (as parties to the TRA, the “TRA Parties”). The TRA provides for payment by the Company to the TRA Parties or their successors of 85% of the amount of cash savings, if any, in income tax the Company realizes as a result of: (a) Increases in the Company’s tax basis attributable to exchanges of Class A Common Units of the Operating Company for Class A common shares of the Company or cash or certain other taxable acquisitions of equity interests by the Operating Company. After a 12 month holding period, holders of Class A Common Units of the Operating Company will be able to exchange their units for, at the Company’s option, either Class A common shares on a one -for-one basis (subject to adjustment in the event of share splits, distributions of shares, warrants or share rights, specified extraordinary distributions and similar events), or cash in an amount equal to the market value of such shares at the time of exchange. The Company expects that basis adjustments resulting from these transactions, if they occur, are likely to reduce the amount of income tax the Company would otherwise be required to pay in the future. (b) Allocations that result from the application of the principles of Section 704(c) of the Code. Section 704(c) of the Code, and the U.S. Treasury regulations promulgated thereunder, require that items of income, gain, loss and deduction that are attributable to the Operating Company’s directly and indirectly held property, including property contributed to the Operating Company pursuant to the Formation Transactions and the property held by the Operating Company prior to the Formation Transactions, must be allocated among the members of the Operating Company to take into account the difference between the fair market value and the adjusted tax basis of such assets on May 2, 2016. As a result, the Operating Company will be required to make certain special allocations of its items of income, gain, loss and deduction that are attributable to such assets. These allocations, like the increases in tax basis described above, are likely to reduce the amount of income tax the Company would otherwise be required to pay in the future. (c) Tax benefits related to imputed interest or guaranteed payments deemed to be paid or incurred by the Company as a result of the TRA. At December 31, 2018 and 2017 , the Company’s consolidated balance sheets include liabilities of $169.5 million and $152.5 million , respectively, for payments expected to be made under certain components of the TRA which the Company deems to be probable and estimable. Management deems a TRA payment related to the benefits expected to be received by the Company under the application of Section 704(c) of the Code to be probable and estimable when an event occurs that results in the Company measuring the Operating Company’s direct or indirectly held property at fair value in the Company’s consolidated balance sheet or the sale of such property at fair value. Either of these activities are indicators that the difference between the fair market value of the property and the adjusted tax basis has been or will be realized, resulting in special allocations of income, gain, loss or deduction that are likely to reduce the amount of income taxes that the Company would otherwise pay. The Company may record additional TRA liabilities related to properties not currently held at fair value when those properties are recognized or realized at fair value. Furthermore, the Company may record additional liabilities under the TRA if and when TRA Parties exchange Class A Common Units of the Operating Company for the Company’s Class A common shares or other equity transactions that impact the Holding Company’s ownership in the Operating Company. During the year ended December 31, 2017, the Company adjusted its recorded TRA liability as a result of equity transactions during the period, including the IPO and private placement. Changes in the Company’s estimates of the utilization of its deferred tax attributes and tax rates in effect may also result in subsequent changes to the amount of TRA liabilities recorded. At the end of the 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted into law, which reduced the federal corporate tax rate from 35% to 21%. As a result of this reduction, the value of the benefit that the Company will receive from tax attributes and tax items that are the subject of the TRA was reduced and, as a result, the TRA liability was also reduced. During the year ended December 31, 2018 , the Company adjusted its recorded TRA liability as a result of several exchanges of Class A Common Units of the Operating Company for the Company’s Class A common shares as well as certain other equity transactions associated with share based compensation. As a result of these changes, the value of the benefit that the Company will receive from tax attributes and tax items that are the subject of the TRA increased and, as a result, the TRA liability was increased. The term of the TRA will continue until all such tax benefits under the agreement have been utilized or expired, unless the Company exercises its right to terminate the TRA for an amount based on an agreed value of payments remaining to be made under the agreement. No TRA payments were made during the years ended December 31, 2018 , 2017 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES The Company is subject to the usual obligations associated with entering into contracts for the purchase, development, and sale of real estate, which the Company does in the routine conduct of its business. The operations of the Company are conducted through the Operating Company and its subsidiaries, and in some cases, the Holding Company will guarantee the performance of the Operating Company or its subsidiaries. Operating Leases The Company has entered into agreements to lease certain office facilities and equipment under operating leases. The Company also leases portions of its land to third parties for agricultural operations. As of December 31, 2018 , minimum lease payments to be made under operating leases with initial terms in excess of one year and minimum lease payments to be received under noncancelable leases are as follows (in thousands): Years Ending December 31, Rental 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 Rent expense for the years ended December 31, 2018 , 2017 and 2016 , was $2.7 million , $2.7 million and $1.8 million , respectively. Newhall Ranch Project Approval Settlement In September 2017, the Company reached a settlement (the “Newhall Settlement”) with key national and state environmental and Native American organizations that were petitioners (the “Settling Petitioners”) in various legal challenges to Newhall Ranch’s regulatory approvals and permits (see Legal Proceedings below). As of December 31, 2018 , the Company has recorded a liability, included in accounts payable and other liabilities in the accompanying consolidated balance sheets, of $36.5 million associated with certain obligations of the settlement. The Holding Company has provided a guaranty to the Settling Petitioners for monetary payments due from the Company as required under the Newhall Settlement. As of December 31, 2018 , the remaining estimated maximum potential amount of monetary payments subject to the guaranty was $43.3 million with the final payment due in 2026. The Company did not reach a settlement with two local environmental organizations that have pending challenges to certain approvals for Newhall Ranch (the “Non-Settling Petitioners”). Water Purchase Agreement The Company is subject to a water purchase agreement requiring annual payments in exchange for the delivery of water for the Company’s exclusive use. The agreement has an initial 35 -year term, which expires in 2039 with an option for a second 35 -year term. During the year ended December 31, 2018 , the Company made a payment of $1.2 million . The annual minimum payments for years 2019 to 2023 are $1.2 million , $1.3 million , $1.3 million , $1.4 million , and $1.4 million respectively. At December 31, 2018 , the aggregate annual minimum payments remaining under the initial term total $36.3 million . Newhall Ranch Infrastructure Project In January 2012, the Company entered into an agreement with Los Angeles County, in which the Company will finance up to a maximum of $45.8 million for the construction costs of an interchange project that Los Angeles County is managing. The interchange project is a critical infrastructure project that will benefit Newhall Ranch. As of December 31, 2018 , the Company has made aggregate payments of $37.0 million and the interchange project is expected to be completed in 2019. There is also a provision for the Company to pay Los Angeles County interest on defined unreimbursed construction costs incurred prior to the reimbursement payment. Upon the final payment, Los Angeles County will credit the Company, in the form of bridge and thoroughfare construction fee district fee credits, an amount equal to the Company’s actual payments, exclusive of any interest payments. These credits are eligible for application against future bridge and thoroughfare fees the Company may incur. At December 31, 2018 and 2017 , the Company had $7.6 million and $5.6 million , respectively, included in accounts payable and other liabilities in the accompanying consolidated balance sheets, representing unreimbursed construction costs payable to Los Angeles County. Agreement Regarding Mall Venture On May 2, 2016, the Company entered into an agreement with CPHP pursuant to which, upon completion of the Retail Project, CPHP was to contribute all of its interests in the Mall Venture Member to the Operating Company in exchange for 2,917,827 Class A Common Units of the Operating Company (see Note 4). Additionally, CPHP was to purchase an equal amount of Class B common shares from the Holding Company at a price of $0.00633 per share. If the Company or CPHP failed to achieve certain milestones, including the conveyance to the Mall Venture of the Retail Project Property on or prior to December 31, 2017, subject to certain extensions, Macerich would have the right to terminate the joint venture, require the Company to repay the $65.1 million Macerich Note (see Note 11) and to pay certain termination fees (50% of such termination fees would be funded by CPHP). However, the Company would no longer be obligated to transfer the Retail Project Property to the Retail Project or the CP Parking Parcel to CPHP and instead would be obligated to issue 436,498 Class A Common Units of the Operating Company to CPHP or its designees and CPHP or its designees will purchase an equal amount of Class B common shares from the Holding Company at a price of $0.00633 per share. The Retail Project Property had not been conveyed to the Mall Venture as of December 31, 2017. In early 2019, the Retail Project was terminated (see Note 10) and the Company repaid the Macerich Note, plus termination fees and issued affiliates of Lennar and Castlelake 436,498 Class A Units of the San Francisco Venture that are redeemable for Class A Common Units of the Operating Company and sold an equal number of Class B common shares. The Company can now redevelop these parcels for alternative uses. Candlestick Point Development Agreement On May 2, 2016, the Company entered into a development agreement with CPHP whereby among other things, CPHP agreed to be responsible for all design and construction costs associated with the parking structure to be built on the CP Parking Parcel, up to $240.0 million , and the Company agreed to reimburse CPHP for design and construction costs in excess of $240.0 million . In early 2019, the development agreement was terminated by the Company and CPHP concurrent with the termination of the Retail Project (see Note 10). Performance and Completion Bonding Agreements In the ordinary course of business and as a part of the entitlement and development process, the Company is required to provide performance bonds to ensure completion of certain development obligations. The Company had outstanding performance bonds of $73.5 million and $79.9 million as of December 31, 2018 and 2017, respectively. Candlestick Point and San Francisco Shipyard Disposition and Development Agreement The San Francisco Venture is a party to a disposition and development agreement with the San Francisco Agency in which the San Francisco Agency will convey portions of Candlestick Point and The San Francisco Shipyard owned or acquired by the San Francisco Agency to the San Francisco Venture for development. The San Francisco Venture will reimburse the San Francisco Agency for reasonable costs and expenses actually incurred and paid by the San Francisco Agency in performing its obligations under the disposition and development agreement. The San Francisco Agency can also earn a return of certain profits generated from the development and sale of Candlestick Point and The San Francisco Shipyard if certain thresholds are met. As of December 31, 2018 the thresholds have not been met. At December 31, 2018 , the San Francisco Venture had outstanding guarantees benefiting the San Francisco Agency for infrastructure and construction of certain park and open space obligations with aggregate maximum obligations of $197.8 million . Letters of Credit At December 31, 2018 and December 31, 2017 , the Company had outstanding letters of credit totaling $2.4 million and these letters of credit were issued to secure various development and financial obligations. At December 31, 2018 and December 31, 2017 , the Company had restricted cash and certificates of deposit of $1.4 million pledged as collateral under certain of the letters of credit agreements. Legal Proceedings California Department of Fish and Wildlife Permits In January 2011, petitioners Center for Biological Diversity, California Native Plant Society, and Wishtoyo Foundation/Ventura Coastkeeper, Santa Clarita Organization for Planning and the Environment (“SCOPE”) and Friends of the Santa Clara River filed a complaint in Los Angeles County Superior Court (“Superior Court”) challenging the validity of certain aspects of the environmental impact report (“EIR”) portion of the EIR/Environmental Impact Statement (“EIR/EIS”) for the Newhall Ranch project. In November 2015, following lower court proceedings, the California Supreme Court (“Supreme Court”) reversed the Court of Appeal’s judgment on three issues raised in the case, namely: (i) the EIR’s greenhouse gas (“GHG”) emissions significance findings, (ii) the EIR’s mitigation measures for a protected fish species (“Stickleback”), and (iii) the timeliness of public comments on impacts to cultural resources and another sensitive fish species; and remanded to the Court of Appeal for reconsideration and new decision. In July 2016, after the remand, the Court of Appeal issued a new decision in favor of California Department of Fish and Wildlife (“CDFW”) and the Company as to the public comment issues. After further proceedings, the Court of Appeal remitted the case to the trial court, and that court issued the judgment and writ of mandate proposed by the CDFW as to the GHG and Stickleback issues. In February 2017, petitioners filed a notice of appeal challenging the scope of the trial court’s judgment and writ. In the interim, and in response to the Supreme Court’s decision, CDFW conducted additional analysis on the GHG and Stickleback issues and, in June 2017, reapproved the EIR and Newhall Ranch project. Thereafter, the Court of Appeal issued an opinion affirming the scope of the trial court’s judgment and writ in favor of CDFW and the Company. In September 2017, petitioners Center for Biological Diversity, California Native Plant Society, and Wishtoyo Foundation/Ventura Coastkeeper (collectively, “Settling Petitioners”) settled all of their respective claims in the case, leaving only two petitioners, SCOPE and Friends of the Santa Clara River (collectively, “Non-Settling Petitioners”). In October 2017, the two Non-Settling Petitioners objected to CDFW’s June 2017 reapproval of the Newhall Ranch EIR and project. In March 2018, the Supreme Court denied the Non-Settling Petitioners’ petition for review. In July 2018, the trial court entered its judgment at CDFW’s request discharging the trial court’s earlier writ, finding that CDFW has complied with it. The time for an appeal of the judgment expired in September 2018 without an appeal being filed. Landmark Village and Mission Village The Los Angeles County Board of Supervisors (“BOS”) approved the Newhall Ranch Landmark Village and Mission Village EIRs and permits in late 2011 and 2012. In 2012, petitioners filed two petitions (one for each village development) in the Superior Court challenging such approvals under certain state environmental and planning and zoning laws. In 2014, the Superior Court issued decisions in favor of Los Angeles County (the “County”) and the Company, and in 2015, the Court of Appeal affirmed the Superior Court’s decisions in full. Petitioners then filed a petition for review, and in 2015, the Supreme Court granted petitioners’ request to review the County’s GHG analysis, but ordered that further proceedings in the two actions be deferred pending disposition of the related GHG issue in the CDFW action noted above. After the Supreme Court decision invalidating the GHG findings in the related CDFW action, in 2016, the Court of Appeal issued new decisions reversing the trial court judgments to the sole extent that the County’s EIRs did not support its GHG significance impact finding. The matters were remitted to the trial court and that court issued the judgment and writ requested by the County. In May 2017, petitioners filed a notice of appeal challenging the scope of the trial court’s judgment and writ. In September 2017, the County advised the trial court it had taken the actions required to fully comply with the writs, and requested that the Superior Court discharge the writs. As explained in further detail below, the two Non-Settling Petitioners filed a new action challenging the County’s certification of the additional environmental analyses and approval of the Landmark Village and Mission Village projects and related permits. As with the CDFW action above, in September 2017, the Settling Petitioners settled all of their respective claims in the Landmark Village and Mission Village cases with the Company, leaving only the two Non-Settling Petitioners. In October 2017, the two Non-Settling Petitioners objected to the County’s return to the writs, raising the same issues as to the scope of the trial court’s writ as they raised in the related CDFW action. As requested by the County and the Company, the trial court deferred its ruling on the Non-Settling Petitioners’ objections until the Court of Appeal’s opinion in the related CDFW action had been finalized and that court issued an opinion resolving the Landmark Village and Mission Village appeals as to the scope of the writs. As discussed above, in March 2018, the Supreme Court denied the Non-Settling Petitioners’ petition to review the Court of Appeal’s decision in the CDFW action. Thereafter, in May 2018, the Court of Appeal issued its combined decision in favor of the County and the Company on the Landmark Village and Mission Village appeals as to the scope of the writs. Based on the County’s compliance with the writ directives, the trial court issued signed orders discharging the writs in August 2018. The time for an appeal of the judgment expired in October 2018 without an appeal being filed. Landmark Village/Mission Village During the pendency of the above-referenced litigation involving the approval of the original EIRs and related permits for the Landmark Village and Mission Village projects, in July 2017, the BOS certified the final additional environmental analyses required as a result of the Supreme Court’s decision regarding the original GHG analysis and reapproved the Landmark Village and Mission Village projects and related permits. In August 2017, the two Non-Settling Petitioners filed a new petition for writ of mandate in the Superior Court. The petition challenges the County’s July 2017 approvals of the Mission Village and Landmark Village environmental analyses and the two projects based on claims arising under CEQA and the California Water Code. The Court held a hearing on the merits of the petition in September 2018. In December 2018, the Superior Court issued its written decision denying the Non-Settling Petitioners’ petition for writ of mandate. Thereafter, in January 2019, the Superior Court entered judgment on the petition for writ of mandate in favor of the County and the Company. Other Permits In August 2011, the U.S. Army Corps of Engineers (the “Corps”) approved the EIS portion of the joint EIR/EIS and issued its provisional Section 404 Clean Water Act authorization (the “Section 404 Permit”) for the Newhall Ranch project. In September 2012, the Los Angeles Regional Water Quality Control Board (the “Regional Board”) unanimously adopted final Section 401 conditions and certified the Section 404 Permit. In October 2012, petitioners Center for Biological Diversity and Wishtoyo Foundation/Ventura Coastkeeper filed a petition for review and reconsideration of the Regional Board’s actions to the State Water Resources Control Board (“State Board”); however, that petition was withdrawn in September 2017 as part of the settlement referenced above in this action and the CDFW, Landmark Village, and Mission Village actions. In October 2012, after consulting with the U.S. Environmental Protection Agency (the “USEPA”), the Corps issued the final Section 404 Permit. In July 2014, plaintiffs, the Settling Petitioners and the Non-Settling Petitioners, filed a complaint against the Corps and the USEPA in the U.S. District Court, Central District of California (Los Angeles) (“U.S. District Court”). The complaint alleged that those two federal agencies violated various environmental and historic preservation laws in connection with the Section 404 Permit and requested, among other things, that the U.S. District Court vacate the federal agencies’ approvals and prohibit construction activities pending compliance with federal law. The Company was granted intervenor status by the U.S. District Court in light of its interests as the landowner and holder of the Section 404 Permit. In June 2015, the U.S. District Court issued a favorable order granting the Corps’ and the Company’s motions for summary judgment and denying plaintiffs’ summary judgment motion. In September 2015, plaintiffs filed a notice of appeal with the U.S. Court of Appeals for the Ninth Circuit (“Ninth Circuit”). The Ninth Circuit briefing is completed and oral argument occurred in February 2017. Consistent with the terms of the settlement in this action and the CDFW, Landmark Village, and Mission Village actions, the Settling Petitioners moved to dismiss their claims on appeal and withdraw from the U.S. District Court litigation. In October 2017, the Ninth Circuit granted the motion to dismiss the appeal and the claims with prejudice as to the Settling Petitioners. The Ninth Circuit then ordered supplemental briefs to explain the impact of the dismissal, if any, on the remaining claims. The Corps and the Company, on the one hand, and the two Non-Settling Petitioners, on the other hand, filed supplemental briefs pursuant to the Court’s order. In April 2018, the Ninth Circuit issued its opinion affirming the U.S. District Court’s summary judgment in favor of the Corps and the Company as intervenor. The Ninth Circuit opinion became final and non-appealable in July 2018. Hunters Point Litigation In May 2018, residents of the Bayview Hunters Point neighborhood filed a putative class action in San Francisco Superior Court naming Tetra Tech, Inc., an independent contractor hired by the U.S. Navy to conduct testing and remediation of toxic radiological waste at The San Francisco Shipyard (“Tetra Tech”), Lennar and the Company as defendants. The plaintiffs allege that, among other things, Tetra Tech fraudulently misrepresented its test results and remediation efforts. The plaintiffs are seeking damages against Tetra Tech and have requested an injunction to prevent the Company and Lennar from undertaking any development activities at The San Francisco Shipyard. In June 2018, two construction workers who allegedly engaged in development activities at The San Francisco Shipyard filed a lawsuit in San Francisco Superior Court naming Tetra Tech, Lennar and the Company, among others, as defendants. The plaintiffs allege personal injuries resulting from exposure to contamination at The San Francisco Shipyard and are seeking damages relating to such alleged injuries. In March 2019, the plaintiffs dismissed the Company from the lawsuit. Since July 2018, a number of lawsuits have been filed in San Francisco Superior Court on behalf of homeowners in The San Francisco Shipyard, which name Tetra Tech, Lennar, the Company and the Company’s CEO, among others, as defendants. The plaintiffs allege that environmental contamination issues at The San Francisco Shipyard were not properly disclosed to them before they purchased their homes. They also allege that Tetra Tech and other defendants (not including the Company) have created a nuisance at The San Francisco Shipyard under California law. They seek damages as well as certain declaratory relief. The Company believes that it has meritorious defenses to the allegations in all of these cases and may have insurance and indemnification rights against third parties, including related parties, with respect to these claims. Given the preliminary nature of these claims, the Company cannot predict the outcome of these matters. Other Other than the actions outlined above, the Company is also a party to various other claims, legal actions, and complaints arising in the ordinary course of business, the disposition of which, in the Company’s opinion, will not have a material adverse effect on the Company’s consolidated financial statements. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | SUPPLEMENTAL CASH FLOW INFORMATION Supplemental cash flow information for the years ended December 31, 2018 , 2017 and 2016 is as follows (in thousands): 2018 2017 2016 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest, all of which was capitalized to inventories $ 43,892 $ 4,211 $ 2,807 NONCASH INVESTING AND FINANCING ACTIVITIES: Liabilities assumed by buyer in connection with sale of golf course operating property $ 7,795 $ — $ — Class A common shares issued for redemption of noncontrolling interests $ 30,088 $ — $ — Contingent consideration related to acquisition of the San Francisco Venture (see Note 4) $ — $ — $ 64,870 Accrued deferred equity and debt offering costs $ — $ — $ 1,038 Capital issued in acquisition of interest in the Management Company (see Note 4) $ — $ — $ 173,488 Capital issued in acquisition of interest in the San Francisco Venture (see Note 4) $ — $ — $ 8,939 Capital issued in acquisition of interest in the Great Park Venture $ — $ — $ 419,088 Capital issued in purchase of rights to 12.5% of Non-Legacy Incentive Compensation from FPC-HF Venture I (see Note 4) $ — $ — $ 14,110 Recognition of TRA liability $ 18,963 $ 56,216 $ 201,845 The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows for the years ended December 31, 2018 , 2017 and 2016 is as follows (in thousands): 2018 2017 2016 Cash and cash equivalents $ 495,694 $ 848,478 $ 62,304 Restricted cash and certificates of deposit 1,403 1,467 2,343 Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows $ 497,097 $ 849,945 $ 64,647 |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting | SEGMENT REPORTING As of and for the year ended December 31, 2018 , the Company’s reportable segments consist of: • Newhall—includes the community of Newhall Ranch planned for development in northern Los Angeles County, California. The Newhall segment derives revenues from the sale of residential and commercial land sites to homebuilders, commercial developers and commercial buyers in addition to ancillary operations of operating properties. • San Francisco—includes the Candlestick Point and The San Francisco Shipyard communities located on bayfront property in the City of San Francisco, California. The San Francisco segment derives revenues from the sale of residential and commercial land sites to homebuilders, commercial developers and commercial buyers in addition to management services provided to affiliates of a related party. • Great Park—includes Great Park Neighborhoods being developed adjacent to and around the Orange County Great Park, a metropolitan park under construction in Orange County, California. This segment also includes management services provided by the Management Company to the Great Park Venture, the owner of the Great Park Neighborhoods. As of December 31, 2018 , the Company had a 37.5% Percentage Interest in the Great Park Venture and accounts for the investment under the equity method. The reported segment information for the Great Park segment includes the results of 100% of the Great Park Venture at the historical basis of the venture, which did not apply push down accounting in the Formation Transactions. The Great Park segment derives revenues from the sale of residential and commercial land sites to homebuilders, commercial developers and commercial buyers in addition to management services provided by the Company to the Great Park Venture. • Commercial—includes Five Point Gateway Campus, an office and research and development campus within the Great Park Neighborhoods, consisting of four newly constructed buildings. Two of the four buildings are leased to one tenant under a 20 -year triple net lease which commenced in August 2017. The Company and a subsidiary of Lennar have entered into separate 130 -month full service gross leases to occupy a portion of the other two buildings. This segment also includes property management service provided by the Management Company to the Gateway Commercial Venture, the entity that owns the Five Point Gateway Campus. As of December 31, 2018 , the Company had a 75% interest in the Gateway Commercial Venture and accounts for the investment under the equity method. The reported segment information for the Commercial segment includes the results of 100% of the Gateway Commercial Venture. Segment operating results and reconciliations to the Company’s consolidated balances are as follows: For the year ended December 31, 2018 (in thousands) Newhall San Francisco Great Park Commercial Total reportable segments Removal of Great Park Venture (1) Removal of Gateway Commercial Venture (1) Add investment in Great Park Venture Add investment in Gateway Commercial Venture Other eliminations (2) Corporate and unallocated (3) Total Consolidated Revenues $ 6,401 $ 6,010 $ 210,779 $ 28,069 $ 251,259 $ (175,689 ) $ (26,580 ) $ — $ — $ — $ — $ 48,990 Depreciation and amortization 271 287 12,456 11,730 24,744 — (11,730 ) — — — 210 13,224 Interest income 1 — 2,815 — 2,816 (2,815 ) — — — — 11,766 11,767 Interest expense — — — 11,563 11,563 — (11,563 ) — — — — — Segment profit (loss)/net profit (loss) (6,802 ) (18,060 ) 15,211 (187 ) (9,838 ) (3,068 ) 1,676 (906 ) (1,257 ) — (54,552 ) (67,945 ) Other significant items: Segment assets 596,222 1,151,372 1,303,362 479,662 3,530,618 (1,154,216 ) (478,956 ) 425,653 107,246 (730 ) 494,277 2,923,892 Inventory assets and real estate related assets, net 559,126 1,136,958 1,059,717 464,123 3,219,924 (1,059,717 ) (464,123 ) — — — — 1,696,084 Expenditures for long-lived assets (4) 198,008 73,177 109,292 27,030 407,507 (109,292 ) (27,030 ) — — — 2,354 273,539 For the year ended December 31, 2017 (in thousands) Newhall San Francisco Great Park Commercial Total reportable segments Removal of Great Park Venture (1) Removal of Gateway Commercial Venture (1) Add investment in Great Park Venture Add investment in Gateway Commercial Venture Other eliminations (2) Corporate and unallocated (3) Total Consolidated Revenues $ 31,568 $ 91,187 $ 497,173 $ 9,682 $ 629,610 $ (480,934 ) $ (9,245 ) $ — $ — $ — $ — $ 139,431 Depreciation and amortization 553 316 — 4,504 5,373 — (4,504 ) — — — 185 1,054 Interest income 3 — 2,226 — 2,229 (2,226 ) — — — — 2,574 2,577 Interest expense — — — 3,628 3,628 — (3,628 ) — — — — — Segment profit (loss)/net profit (loss) (12,358 ) (19,268 ) 42,219 458 11,051 (36,061 ) (21 ) 5,760 16 — 43,451 24,196 Other significant items: Segment assets 444,407 1,123,266 1,578,142 456,292 3,602,107 (1,447,604 ) (456,006 ) 423,492 106,516 (80,890 ) 830,740 2,978,355 Inventory assets 361,943 1,063,949 1,089,513 448,795 2,964,200 (1,089,513 ) (448,795 ) — — — — 1,425,892 Expenditures for long-lived assets (4) 84,024 62,188 311,932 446,072 904,216 (311,932 ) (446,072 ) — — — 1 146,213 For the year ended December 31, 2016 (in thousands) Newhall San Francisco Great Park Commercial Total reportable segments Removal of Great Park Venture (1) Removal of Gateway Commercial Venture (1) Add investment in Great Park Venture Add investment in Gateway Commercial Venture Other eliminations (2) Corporate and unallocated (3) Total Consolidated Revenues $ 22,044 $ 3,999 $ 35,830 $ — $ 61,873 $ (22,505 ) $ — $ — $ — $ — $ — $ 39,368 Depreciation and amortization 492 195 2,113 — 2,800 — — — — — 58 2,858 Interest income 91 — 11,723 — 11,814 (11,723 ) — — — — 77 168 Segment loss/net loss (22,703 ) (14,204 ) (67,668 ) — (104,575 ) 71,980 — (1,356 ) — — (62,666 ) (96,617 ) Other significant items: Segment assets 416,445 1,134,196 1,669,679 — 3,220,320 (1,496,102 ) — 417,732 — (69,462 ) 42,094 2,114,582 Inventory assets 280,377 1,080,074 1,115,818 — 2,476,269 (1,115,818 ) — — — — — 1,360,451 Expenditures for long-lived assets (4) 21,686 42,113 123,008 — 186,807 (123,008 ) — — — — 461 64,260 (1) Represents the removal of the Great Park Venture’s and Gateway Commercial Venture’s operating results and balances that are included in the Great Park segment and Commercial segment operating results and balances, respectively, but are not included in the Company’s consolidated results and balances. (2) Represents intersegment balances that eliminate in consolidation. (3) Corporate and unallocated activity is primarily comprised of corporate general, and administrative expenses and income taxes. Corporate and unallocated assets consist of cash, marketable securities, receivables, prepaids, and deferred equity offering and financing costs. (4) Expenditures for long-lived inventory assets are net of cost reimbursements and include noncash project accruals and capitalized interest. Lennar and several of its affiliates represented one of the Company’s major customers for the years ended December 31, 2017 and 2016 , and accounted for approximately $93.4 million or 67% and $6.0 million or 15% , respectively, of total consolidated revenues. These revenues represented land sales and management services revenues, and were reported in the Newhall and San Francisco segments. The Great Park Venture represented another of the Company’s major customers for the years ended December 31, 2018 , 2017 and 2016 , and accounted for approximately $35.1 million or 72% , $16.2 million or 12% , and $13.3 million or 34% |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | SHARE-BASED COMPENSATION The Company may grant equity incentive awards to employees, consultants and non-employee directors under the Five Point Holdings, LLC 2016 Incentive Award Plan (the “Incentive Award Plan”). The Incentive Award Plan provides for the grant of share options, restricted shares, restricted share units, performance awards (which include, but are not limited to, cash bonuses), distribution equivalent awards, deferred share awards, share payment awards, share appreciation rights, other incentive awards (which include, but are not limited to, LTIP Unit awards (as defined in the Incentive Award Plan) and performance share awards. The Incentive Award Plan authorized the issuance of up to 8,500,822 Class A common shares of the Holding Company. As of December 31, 2018 , there were 4,077,493 remaining Class A common shares available for future issuance under the Incentive Award Plan. Under the Incentive Award Plan, the Company has granted restricted share units (“RSUs”) and restricted share awards either fully vested or with service conditions. Awards with a service condition generally vest over a three-year period or in the case of non-employee directors over one year. Restricted share awards entitle the holders to non-forfeitable distributions and to vote the underlying Class A common share during the restricted period. The Company estimates the fair value of restricted share awards with a service condition based on the closing market price of the Company’s Class A common shares on the award’s grant date. Prior to the Company’s IPO, the Company measured the fair value of RSUs and restricted share awards based on the estimated fair value of the Company’s underlying Class A common shares determined using a discounted cash flow analysis. The inputs utilized in the Company’s estimate were selected by the Company based on information available to the Company, including relevant information obtained after the measurement date, as to the assumptions that market participants would make at the measurement date. During the years ended December 31, 2018 , 2017 and 2016 , the Company reacquired vested RSUs and restricted share awards from employees for $5.1 million , $6.5 million and $0.4 million , respectively, for the purpose of settling tax withholding obligations. The reacquisition cost is based on the fair value of the Company’s Class A common shares on the date the tax obligation is incurred. The following table summarizes share-based equity compensation activity for the years ended December 31, 2018 , 2017 and 2016 : Share-Based Awards Weighted- Nonvested at January 1, 2016 — $ — Granted 2,350 $ 19.81 Vested (1,045 ) $ 19.62 Nonvested at December 31, 2016 1,305 $ 20.00 Granted 453 $ 15.52 Vested (673 ) $ 19.26 Nonvested at December 31, 2017 1,085 $ 18.57 Granted 1,724 $ 14.81 Forfeited (105 ) $ 14.83 Vested (811 ) $ 18.76 Nonvested at December 31, 2018 1,893 $ 15.27 Share-based compensation expense was $11.4 million , $18.5 million and $27.7 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. Share-based compensation expense is included in selling, general, and administrative expenses in the accompanying consolidated statements of operations. Approximately $18.2 million of total unrecognized compensation cost related to non-vested awards is expected to be recognized over a weighted–average period of 1.9 years from December 31, 2018 . The estimated fair value at vesting of share-based awards that vested during the years ended December 31, 2018 , 2017 and 2016 was $11.8 million , $10.5 million , and $20.5 million respectively. In January 2019, the Company granted 2.3 million |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | EMPLOYEE BENEFIT PLANS Retirement Plan —The Newhall Land and Farming Company Retirement Plan (the “Retirement Plan”) is a defined benefit plan that is funded by the Company and qualified under the Employee Retirement Income Security Act. The Retirement Plan was frozen in 2004. The Retirement Plan’s funded status and amounts recognized in the Company’s consolidated financial statements for the Retirement Plan as of and for the years ended December 31, 2018 and 2017 are as follows (in thousands): 2018 2017 Change in benefit obligation: Projected benefit obligation—beginning of year $ 21,622 $ 20,919 Interest cost 749 818 Benefits paid (984 ) (929 ) Actuarial (gain) loss (1,063 ) 814 Projected benefit obligation—end of year $ 20,324 $ 21,622 Change in plan assets: Fair value of plan assets—beginning of year $ 18,829 $ 16,778 Actual (loss) gain on plan assets (1,168 ) 2,450 Employer contributions 218 530 Benefits paid (984 ) (929 ) Fair value of plan assets—end of year $ 16,895 $ 18,829 Funded status $ (3,429 ) $ (2,793 ) Amounts recognized in the consolidated balance sheet—liability $ 3,429 $ 2,793 Amounts recognized in accumulated other comprehensive loss—net actuarial loss $ (5,428 ) $ (4,266 ) The accumulated benefit obligation for the Retirement Plan was $20.3 million and $21.6 million at December 31, 2018 and 2017 , respectively. The components of net periodic benefit and other amounts recognized in accumulated other comprehensive loss as of December 31, 2018 , 2017 and 2016 , are as follows (in thousands): 2018 2017 2016 Net periodic benefit: Interest cost $ 749 $ 818 $ 859 Expected return on plan assets (1,146 ) (1,024 ) (1,007 ) Amortization of net actuarial loss 90 113 91 Net periodic benefit (307 ) (93 ) (57 ) Adjustment to accumulated other comprehensive loss: Net actuarial loss (gain) 1,252 (611 ) 332 Amortization of net actuarial loss (90 ) (113 ) (91 ) Total adjustment to accumulated other comprehensive loss 1,162 (724 ) 241 Total recognized in net periodic benefit and accumulated other comprehensive loss $ 855 $ (817 ) $ 184 The weighted-average assumptions used to determine benefit obligations as of December 31, 2018 and 2017 were as follows: 2018 2017 Discount rate 4.20% 3.55% Rate of compensation increase N/A N/A The weighted-average assumptions used to determine net periodic expense for the years ended December 31, 2018 , 2017 and 2016 , were as follows: 2018 2017 2016 Discount rate 3.55% 4.10% 4.35% Rate of compensation increase N/A N/A N/A Expected long-term return on plan assets 6.23% 6.33% 6.32% To develop the long-term rate of return on assets assumption, the Company considered the current level of expected return on risk-free investments (primarily U.S. government bonds), the historical level of the risk premium associated with the other asset classes in which the portfolio is invested, and the expectations for future returns of each asset class. Plan Assets —The Company’s investment policy and strategy for the Retirement Plan is to ensure the appropriate level of diversification and risk. The asset allocation targets were approximately 55% in equity investments (Standard & Poor’s Large Cap Index Funds, Small Cap Equity, Mid Cap Equity, and International Equity) and approximately 45% in fixed-income investments (U.S. bond funds and domestic fixed income). In accordance with the policy, the Retirement Plan assets are monitored and the investments rebalanced quarterly if there was more than 5% deviation from target allocation for the Retirement Plan. The Retirement Plan’s assets consist of pooled or collective investment funds that have more than one investor. The Retirement Plan estimates the fair value of its interest in such funds at a net asset value (“NAV”) per unit reported by the trustee. The NAV per unit is the result of accumulated values of the underlying investments held by the fund, which are valued daily. NAV is utilized by the Company as a practical expedient as of the consolidated balance sheet date. No adjustments were made to the NAV of the funds. The Retirement Plan’s assets may be redeemed at the NAV per unit with no restrictions. The Retirement Plan’s assets at fair value as of December 31, 2018 and 2017 , are as follows (in thousands): Asset Category 2018 2017 Pooled and/or collective funds: Equity funds: Large cap $ 5,777 $ 6,068 Mid cap 1,101 1,197 Small cap 1,579 1,777 International 1,654 2,060 Fixed-income funds—U.S. bonds and short term 6,784 7,727 Total $ 16,895 $ 18,829 The Company’s funding policy is to contribute amounts sufficient to meet minimum requirements but not more than the maximum tax-deductible amount. The Company does not expect to have a minimum required contribution in 2019 and expects future benefit payments to be paid as follows (in thousands): 2019 1,008 2020 2,211 2021 999 2022 1,563 2023 1,433 2024-2028 10,223 $ 17,437 Employee Savings Plan —The Company has an employee savings plan under Section 401(k) of the Internal Revenue Code, which is available to all eligible associates. Certain associate contributions may be supplemented by the Company. The Company’s contributions were $0.6 million , $0.7 million and $0.2 million for the years ended December 31, 2018 , 2017 and 2016 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The Company accounts for income taxes in accordance with ASC 740, which requires an asset and liability approach for measuring deferred taxes based on temporary differences between the financial statements and tax bases of assets and liabilities existing at each balance sheet date using enacted tax rates for the years in which taxes are expected to be paid or recovered. Upon formation, the Holding Company elected to be treated as a corporation for U.S. federal, state, and local tax purposes. All operations are carried on through the Holding Company’s subsidiaries, the majority of which are pass-through entities that are generally not subject to federal or state income taxation, as all of the taxable income, gains, losses, deductions, and credits are passed through to the partners. The Holding Company is responsible for income taxes on its allocable share of the Operating Company’s income or gain. The (expense) benefit for income taxes for the years ended December 31, 2018 , 2017 and 2016 was as follows (in thousands): 2018 2017 2016 Deferred income tax (expense) benefit: Federal $ 5,066 $ (28,643 ) $ 13,021 State 2,340 (6,501 ) 3,826 Total deferred income tax benefit (expense) 7,406 (35,144 ) 16,847 (Increase) decrease in valuation allowance (16,585 ) 35,146 (8,901 ) Expiration of unused loss carryforwards (4 ) (2 ) (58 ) (Expense) benefit for income taxes $ (9,183 ) $ — $ 7,888 Limitations on the utilization of net operating losses included in the Tax Act caused us to increase our valuation allowance giving rise to a $9.2 million federal tax provision and no state income tax provision for the year ended December 31, 2018. Due to the Holding Company generating federal and state tax losses, the Holding Company had no current federal or state income tax provision for the years ended December 31, 2017 and 2016 . Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The tax effects of significant temporary differences are as follows (in thousands): 2018 2017 Deferred tax assets Net operating loss carryforward $ 102,026 $ 91,742 Tax receivable agreement 47,435 42,668 Other 1,382 1,043 Valuation allowance (23,207 ) (7,891 ) Total deferred tax assets 127,636 127,562 Deferred tax liabilities-investments in subsidiaries (136,819 ) (127,562 ) Deferred tax liability, net $ (9,183 ) $ — A reduction of the carrying amounts of deferred tax assets by a valuation allowance is required, if based on the available evidence; it is more likely than not that such assets will not be realized. In the continual assessment of the requirement for a valuation allowance, appropriate consideration is given to all positive and negative evidence related to the realization of the deferred tax assets. This assessment considers, among other matters, the nature, frequency, and severity of current and cumulative losses; forecasts of future profitability; the duration of statutory carryforward periods; the Holding Company’s experience with loss carryforwards not expiring unused; and tax-planning alternatives. The amount of the valuation allowance recorded against the deferred tax asset could be adjusted if there are changes to the positive and negative factors discussed above. At December 31, 2016, the Holding Company had a valuation allowance against its deferred tax assets. During the year ended December 31, 2017, the valuation allowance decreased by $29.8 million and $5.3 million as a result of operating income and a decrease in deferred taxes attributable to federal tax rate reductions enacted as part of the Tax Act, respectively. Also during 2017, the valuation allowance increased by $27.3 million as a result of deferred taxes established through adjustments to contributed capital principally associated with increases in the payable pursuant to the tax receivable agreement. The net decrease in the valuation allowance for the year ended December 31, 2017 was $7.8 million . During the year ended December 31, 2018, the valuation allowance increased by $16.6 million as a result of operating losses. Also during 2018, the valuation allowance decreased by $1.3 million as a result of deferred taxes established through adjustments to contributed capital principally associated with increases in the payable pursuant to the tax receivable agreement. The net increase in the valuation allowance for the year ended December 31, 2018 was $15.3 million . With the enactment of the Tax Act, the corporate federal income tax rate dropped from 35% to a flat 21% rate effective January 1, 2018. The SEC staff issued the Staff Accounting Bulletin 118 (“SAB 118”), which provides guidance on accounting for the tax effects of the Tax Act and provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act. We applied the guidance in SAB 118 when accounting for the enactment-date effects of the Tax Act in 2017 and throughout 2018. As of December 31, 2017, we had completed the majority of our accounting for the tax effects of the Tax Act. As a result of the rate change, the Company was required to revalue its deferred tax asset at December 31, 2017 and recorded a provisional adjustment to reduce its value by $5.3 million , which is included in the tax provision for 2017. Due to the Company’s valuation allowance, the $5.3 million was offset with a valuation allowance. As of December 31, 2018, we have now completed our accounting for all of the enactment-date income tax effects of the Tax Act. As part of our final analysis of the Tax Act, we recognized an adjustment of $9.2 million to the provisional amounts recorded at December 31, 2017 and included this adjustment as a component of income tax expense from continuing operations. The change relates to adjustments to the Company’s valuation allowance as a result of the limitation for post-2017 net operating losses to offset only 80% of tax income. The change to the net operating loss utilization limitation requires additional valuation allowance to account for the limitation. At December 31, 2018, the Holding Company had federal tax effected net operating loss (“NOL”) carryforwards totaling $78.4 million , and state tax effected NOL carryforwards, net of federal income tax benefit, totaling $23.6 million . Federal NOLs incurred prior to 2018 and California NOLs may be carried forward up to 20 years to offset future taxable income and begin to expire in 2029. Federal NOLs incurred in 2018 and forward do not expire. The Internal Revenue Code generally limits the availability of NOLs if an ownership change occurs within any three-year period under Section 382. If the Holding Company were to experience an ownership change of more than 50%, the use of all NOLs (and potentially other built-in losses) would generally be subject to a limitation equal to the value of the Holding Company’s equity before the ownership change, multiplied by the long-term tax-exempt rate. The Holding Company estimates that after giving effect to various transactions by members who hold a 5% or greater interest in the Holding Company, it has not experienced an ownership change as computed in accordance with Section 382. In the event of an ownership change, the Holding Company’s use of the NOLs may be limited and not fully available for realization. With regard to the TRA (see Note 12), the Holding Company has established a liability for the payments considered probable and estimable that would be required under the TRA based upon, among other things, the book value of its assets. This liability is not currently recognized for tax purposes and will give rise to tax deductions as payments are made. Accordingly, a deferred tax asset has been reflected for the net effect of this temporary difference. A reconciliation of the statutory rate and the effective tax rate for 2018, 2017 and 2016 is as follows: 2018 2017 2016 Statutory rate 21.00 % 35.00 % 35.00 % State income taxes-net of federal income tax benefit 6.98 5.75 5.75 Statutory federal tax rate change — 21.30 — Noncontrolling interests (15.83 ) 82.58 (24.63 ) Other 0.06 0.67 — Valuation allowance related to the Tax Act (15.63 ) — — Deferred tax asset valuation allowance (12.20 ) (145.31 ) (8.51 ) Expiration of unused loss carryforwards (0.01 ) 0.01 (0.06 ) Effective rate (15.63 )% — % 7.55 % At December 31, 2018 and 2017, the Holding Company did not have any gross unrecognized tax benefits, and did not require an accrual for interest or penalties. For the year ended December 31, 2018 , the Company recorded income tax expense of $9.2 million on a pre-tax loss of $58.8 million . For the year ended December 31, 2017, the Company recorded no benefit for income taxes (after application of a $35.1 million decrease in the Company’s valuation allowance). For the year ended December 31, 2016, the Company recorded a benefit for income taxes of $7.9 million due to the Holding Company generating federal and state tax losses. The effective tax rates for the years ended December 31, 2018 , 2017 and 2016 , differ from the 21% and 35% federal statutory and applicable state statutory tax rates primarily due to the Company’s valuation allowance on its book losses and to the pre-tax portion of income and losses that are passed through to the other partners of the Operating Company and the San Francisco Venture and from the change in the statutory federal tax rate in 2017. |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements and Disclosures | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Fair Value Measurements and Disclosures | FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS AND DISCLOSURES At each reporting period, the Company evaluates the fair value of its financial instruments. Other than notes payable, net, the carrying amount of the Company’s financial instruments, which includes cash and cash equivalents, restricted cash and certificates of deposit, certain related party assets and liabilities, and accounts payable and other liabilities, approximated the Company’s estimates of fair value at both December 31, 2018 and 2017 . The fair value of the Company’s notes payable, net, are estimated based on quoted market prices or discounting the expected cash flows based on rates available to the Company (level 2). At December 31, 2018 , the estimated fair value of notes payable, net was $550.1 million compared to a carrying value of $557.0 million . At December 31, 2017 , the estimated fair value of notes payable, net was $568.1 million compared to a carrying value of $560.6 million . During the years ended December 31, 2018 and 2017 , the Company had no assets that were measured at fair value on a nonrecurring basis. Contingent consideration is carried at fair value and is remeasured on a recurring basis. The Company uses level 3 inputs to measure the estimated fair value of the contingent consideration arrangement based on the expected cash flows considering the use of the underlying property subject to the arrangement. The estimated cash flows are affected by assumptions about a market participant’s estimates and assumptions related to development costs, retail rents, occupancy rates, continuing operating expenses and expected contingency outcomes. Other than contingent consideration (see Note 10), the Company had no other assets or liabilities that are required to be remeasured at fair value on a recurring basis at both December 31, 2018 and 2017 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER SHARE The Company uses the two-class method in its computation of earnings per share. Pursuant to the terms of the Five Point Holdings, LLC Agreement, the Class A common shares and the Class B common shares are entitled to receive distributions at different rates, with each Class B common share receiving 0.03% of the distributions paid on each Class A common share. Under the two-class method, the Company’s net income available to common shareholders is allocated between the two classes of common shares on a fully-distributed basis and reflects residual net income after amounts attributed to noncontrolling interests. In the event of a net loss, the Company determined that both classes of common shares share in the Company’s losses, and they share in the losses using the same mechanism as the distributions. For the years ended December 31, 2018 and 2017 , the Company is operating in a net loss and net income position, respectively. No distributions were declared for either periods, as such, net losses and income attributable to the parent were allocated to the Class A common shares and Class B common shares at an amount per Class B common share equal to 0.03% multiplied by the amount per Class A common share. Basic income or loss per Class A common share is determined by dividing net income or loss allocated to Class A Common shareholders by the weighted average number of Class A common shares outstanding for the period. Basic income or loss per Class B common share is determined by dividing net income or loss allocated to the Class B common shares by the weighted average number of Class B common shares outstanding during the period. Diluted income or loss per share calculations for both Class A common shares and Class B common shares contemplate adjustments to the numerator and the denominator under the if-converted method for the convertible Class B common shares, the exchangeable Class A Units of the San Francisco Venture and Class A Common Units of the Operating Company, and the treasury stock method for RSUs and restricted shares, and are included in the calculation if determined to be dilutive. The following table summarizes the basic and diluted earnings per share/unit calculations for the years ended December 31, 2018 , 2017 and 2016 (in thousands, except unit/shares and per unit/share amounts): 2018 2017 2016 Numerator: Net (loss) income attributable to the Company $ (34,714 ) $ 73,235 $ (33,266 ) Adjustments to net (loss) income attributable to the Company 221 (750 ) (505 ) Net (loss) income attributable to common shareholders $ (34,493 ) $ 72,485 $ (33,771 ) Numerator — basic common shares: Net (loss) income attributable to common shareholders $ (34,493 ) $ 72,485 $ (33,771 ) Net income (loss) allocable to participating securities $ — $ (506 ) $ — Allocation of net (loss) income among common shareholders $ (34,493 ) $ 71,979 $ (33,771 ) Numerator for basic net (loss) income available to Class A Common Shareholders/Unitholders $ (34,480 ) $ 71,947 $ (33,755 ) Numerator for basic net (loss) income available to Class B Common Shareholders $ (13 ) $ 32 (16 ) Numerator — diluted common shares: Net (loss) income attributable to common shareholders $ (34,493 ) $ 72,485 $ (33,771 ) Reallocation of (loss) income to Company upon assumed exchange of common units $ — $ (48,289 ) $ — Net (loss) income allocated to participating securities $ — $ (69 ) $ — Allocation of net (loss) income among common shareholders $ (34,493 ) $ 24,127 $ (33,771 ) Numerator for diluted net (loss) income available to Class A Common Shareholders/Unitholders $ (34,480 ) $ 24,123 $ (33,755 ) Numerator for diluted net (loss) income available to Class B Common Shareholders $ (13 ) $ 4 $ (16 ) Denominator: Basic weighted average Class A common shares outstanding 65,002,387 54,006,954 37,795,447 Diluted weighted average Class A common shares outstanding 65,002,387 133,007,828 37,795,447 Basic and diluted weighted average Class B common shares outstanding 79,859,730 78,821,553 49,547,050 Basic (loss) earnings per share/unit: Class A common shares/Unit $ (0.53 ) $ 1.33 $ (0.89 ) Class B common shares $ (0.00 ) $ 0.00 $ (0.00 ) Diluted (loss) earnings per share/unit: Class A common shares/Unit $ (0.53 ) $ 0.18 $ (0.89 ) Class B common shares $ (0.00 ) $ 0.00 $ (0.00 ) Anti-dilutive potential RSUs 72,579 — 1,304,804 Anti-dilutive potential restricted shares (weighted average) 1,817,020 — — Anti-dilutive potential Class A common shares/Units (weighted average) 79,883,687 — 53,826,230 In January 2019, the Company granted 2.3 million restricted shares and RSUs to employees and non-employee directors (see Note 16). With the termination of the Retail Project in early 2019 (see Note 10), the Company issued 436,498 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | ACCUMULATED OTHER COMPREHENSIVE LOSS Accumulated other comprehensive loss attributable to the Company consists of unamortized defined benefit pension plan net actuarial losses that totaled $3.4 million and $2.5 million at December 31, 2018 and 2017 , net of tax benefits of $0.9 million and $0.7 million , respectively. At December 31, 2018 and 2017 , the Company held a full valuation allowance related to the accumulated tax benefits, respectively. Accumulated other comprehensive loss of $2.1 million and $1.8 million is included in noncontrolling interests at December 31, 2018 and 2017 , respectively. Net actuarial gains or losses are re-determined annually or upon remeasurement events and principally arise from changes in the rate used to discount benefit obligations and differences between expected and actual returns on plan assets. Reclassifications from accumulated other comprehensive loss to net loss related to amortization of net actuarial losses were approximately $55,000 , $64,000 and $33,000 , net of taxes, and are included in selling, general, and administrative expenses on the accompanying consolidated statements of operations for the years ended December 31, 2018 , 2017 and 2016 |
Quarterly Financial Information
Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information (Unaudited) | QUARTERLY FINANCIAL INFORMATION (UNAUDITED) 2018 Quarterly Periods (in thousands, except per share amounts) First Second Third Fourth Revenues $ 14,967 $ 13,090 $ 12,988 $ 7,945 Loss before income tax (14,297 ) (11,303 ) (21,939 ) (11,223 ) Net loss attributable to the Company (5,232 ) (5,160 ) (10,019 ) (14,303 ) Net loss attributable to the Company per Class A Share (Basic) (0.08 ) (0.08 ) (0.15 ) (0.22 ) Net loss attributable to the Company per Class A Share (Diluted) (0.10 ) (0.08 ) (0.15 ) (0.22 ) Net loss attributable to the Company per Class B Share (Basic and diluted) (0.00 ) (0.00 ) (0.00 ) (0.00 ) 2017 Quarterly Periods (in thousands, except per share amounts) First Second Third Fourth (1) Revenues $ 92,303 $ 13,246 $ 11,619 $ 22,263 (Loss) income before income tax (23,124 ) (24,289 ) (10,311 ) 81,920 Net (loss) income attributable to the Company (7,842 ) (9,783 ) (4,467 ) 95,327 Net (loss) income attributable to the Company per Class A Share (Basic) (0.20 ) (0.19 ) (0.07 ) 1.50 Net (loss) income attributable to the Company per Class A Share (Diluted) (0.20 ) (0.19 ) (0.07 ) 0.56 Net (loss) income attributable to the Company per Class B Share (Basic and diluted) (0.00 ) (0.00 ) (0.00 ) 0.00 (1) Included in the quarterly financial results for the fourth quarter of 2017 is other income of $105.6 million |
Schedule III_Real Estate and Ac
Schedule III—Real Estate and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2018 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract] | |
Schedule III—Real Estate and Accumulated Depreciation | SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2018 ($ in thousands) Initial Cost Costs Capitalized Subsequent to Acquisition (a) Gross Amounts at Which Carried at Close of Period (b) Description Location Encumbrances Land Buildings and Improvements Land Buildings and Improvements Land Buildings and Improvements Total Accumulated Depreciation Date of Construction Date Acquired / Completed Depreciation Life Newhall Ranch-Land under development Los Angeles County, CA $ — $ 111,172 $ — $ 444,455 $ — $ 555,627 $ — $ 555,627 $ — 2009 N/A Candlestick Point and The San Francisco Shipyard- Land under development San Francisco, CA — 1,038,154 — 98,804 — 1,136,958 — 1,136,958 — 2016 N/A Agriculture-Operating property Los Angeles County, CA Ventura County, CA — 40,634 1,114 (13,477 ) 1,704 27,157 2,818 29,975 (c) 1,587 2009 (d) Other Properties Various — 3,148 — 351 — 3,499 — 3,499 — 2009 N/A Total $ — $ 1,193,108 $ 1,114 $ 530,133 $ 1,704 $ 1,723,241 $ 2,818 $ 1,726,059 (e) $ 1,587 (e) (a) Costs capitalized subsequent to acquisitions are net of land sales for real estate development properties and net of disposals and impairment write-downs for operating properties. (b) The aggregate cost of land and improvements for federal income tax purposes is approximately $2.2 billion (unaudited). This basis does not reflect the Company’s deferred tax assets and liabilities as these amounts are computed based upon the Company’s outside basis in their partnership interest. (c) Included in properties and equipment, net in the consolidated balance sheet. (d) See Note 2 of the Notes to Consolidated Financial Statements for information related to depreciation. (e) Reconciliation of “Real Estate and Accumulated Depreciation”: Reconciliation of Real Estate 2018 2017 2016 (In thousands) Balance at beginning of year $ 1,461,197 $ 1,395,698 $ 294,777 Improvements and additions (1) 283,836 153,565 1,101,593 Cost of real estate sold (2) (9,586 ) (80,466 ) (672 ) Reimbursements and disposals (3) (9,388 ) (7,600 ) — Balance at end of year $ 1,726,059 $ 1,461,197 $ 1,395,698 (1) Improvements and additions include noncash project accruals and capitalized interest. (2) Includes inventory relief associated with adoption of the new revenue recognition standard in 2018. (3) Includes disposal of TPC Golf Course in 2018. Reconciliation of Accumulated Depreciation 2018 2017 2016 (In thousands) Balance at beginning of year $ 3,407 $ 2,943 $ 2,442 Additions 187 464 501 Disposals (2,007 ) — — Balance at end of year $ 1,587 $ 3,407 $ 2,943 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation— The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Principles of Consolidation and Noncontrolling Interests | Noncontrolling interests—The Company presents noncontrolling interests and classifies such interests within capital, but separate from the Company’s Class A and Class B members’ capital when the criteria for permanent equity classification has been met. Noncontrolling interests in the Company represent interests held by owners, excluding the Operating Company, of consolidated subsidiaries of the Operating Company, and investors in the Operating Company excluding the Holding Company. Net income or loss of the Operating Company is allocated to noncontrolling interests based on substantive profit sharing arrangements within the operating agreements, or if it is determined that a substantive profit sharing arrangement does not exist, allocation is based on relative ownership percentage of the Operating Company and the noncontrolling interests.Principles of consolidation —The accompanying consolidated financial statements include the accounts of the Company and the accounts of all subsidiaries in which the Company has a controlling interest and the accounts of variable interest entities (“VIEs”) in which the Company is deemed to be the primary beneficiary. A VIE is an entity in which either (i) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. The Company identifies the primary beneficiary of a VIE as the enterprise that has both of the following characteristics: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or receive benefits of the VIE that could potentially be significant to the entity. The Company consolidates its investment in a VIE when it determines that it is its primary beneficiary. The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements, or changes in influence and control over any entity, that affect the characteristics of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. The Company performs this analysis on an ongoing basis. All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of estimates—The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Management evaluates its estimates on an ongoing basis and makes revisions to these estimates and related disclosures as experience develops or new information becomes known. Actual results could differ from those estimates. |
Concentration of Risk | Concentration of risk —As of December 31, 2018 , the Company’s inventories and the Company’s unconsolidated entities’ inventories and properties are all located in California. The Company is subject to risks incidental to the ownership, development, and operation of commercial and residential real estate. These include, among others, the risks normally associated with changes in the general economic climate in the communities in which the Company operates, trends in the real estate industry, availability of land for development, changes in tax laws, interest rate levels, availability of financing, and potential liability under environmental and other laws. |
Acquisitions | Acquisitions —The Company accounts for businesses it acquires in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations . This methodology requires that assets acquired and liabilities assumed be recorded at their respective fair values on the date of acquisition. Accordingly, the Company recognizes assets acquired and liabilities assumed in business combinations, including contingent assets and liabilities and non-controlling interest in the acquiree, based on the fair value estimates as of the date of acquisition. Any excess of the purchase consideration over the net fair value of tangible and identified intangible assets acquired less liabilities assumed is recorded as goodwill. The costs of business acquisitions are expensed as incurred. These costs may include fees for accounting, legal, professional consulting and valuation specialists. Purchase price allocations may be preliminary and, during the measurement period, not to exceed one year from the date of acquisition, changes in assumptions and estimates that result in adjustments to the fair value of assets acquired and liabilities assumed are recorded in the period the adjustments are determined. Contingent consideration assumed in a business combination is remeasured at fair value each reporting period until the contingency is resolved and any change in the fair value from either the passage of time or events occurring after the acquisition date, is recorded in results from operations. The estimated fair value of acquired assets and assumed liabilities requires significant judgments by management and are determined primarily by a discounted cash flow model. The determination of fair value using a discounted cash flow approach also requires discounting the estimated cash flows at a rate that the Company believes a market participant would determine to be commensurate with the inherent risks associated with the asset and related estimated cash flow streams. |
Revenue Recognition | Revenue recognition —Under ASC 606, Revenue From Contracts With Customers (“ASC 606”), which the Company adopted on January 1, 2018 (see –Recently Adopted Accounting Pronouncements ), revenues from land sales are recognized when the Company satisfies the performance obligation at a point in time, which typically occurs when the control of the land passes to its customers. Revenue is recognized in an amount that reflects the consideration the Company expects to be entitled to receive (i.e., the transaction price) in exchange for the transfer of land. The transaction price typically contains fixed and variable components in which the fixed consideration represents the stated purchase price for the land. Some of the Company’s residential homesite sale agreements contain a profit participation provision, a variable consideration, whereby the Company receives from homebuilders a portion of profit after the builder has received an agreed-upon margin. If the project profitability falls short of the participation threshold, no additional revenue is received. In most contracts, at the time of the land sale, the estimate of profit participation, if any, is constrained, as there are significant factors outside of the Company’s control that will impact whether participation thresholds will be met. In addition, some residential homesite sale agreements contain a provision requiring the homebuilder to pay a marketing fee per residence sold, as a percentage of the home sale price. Such fees are estimated as a variable consideration and the amount the Company expects to be entitled to receive is included in the transaction price. At the end of each reporting period, variable considerations are reassessed to ensure changes in circumstances or constraints are appropriately reflected in the estimated transaction price. Changes in estimates of variable components of transaction prices could result in cumulative catch-up adjustments to revenue. A contract asset or liability is recognized when the timing of the satisfaction of a performance obligation is different from the timing of the payments made by customers. Contract assets typically consist of estimates of contingent or variable consideration that has been included in the transaction price and recognized as revenue before the contingency is resolved and the contractual payment is due. Contract liabilities typically consist of payments received prior to satisfying the associated performance obligation. For example, a contract asset may be recorded at the closing of a land sale representing the estimated marketing fees included in the transaction price. However, the actual amount and timing of marketing fee payments is not known until the time a residence is sold. As marketing fee payments are collected from customers, the contract asset balance will be adjusted and reduced accordingly. Further, re-estimation of marketing fees at the end of each reporting period may result in an increase or decrease to the contract asset. Under ASC 605, Revenue Recognition (“ASC 605”) for periods prior to January 1, 2018, revenues from land sales were recognized when a significant down payment was received, the earnings process was complete, title passes, and the collectability of any receivables was reasonably assured. Revenues from profit participation were recognized when sufficient evidence existed that the homebuilding project had met the participation thresholds and the Company had collected the profit participation payment or was reasonably assured of collection. The Company deferred revenue on amounts collected in advance of meeting the recognition criteria. Lastly, marketing fees were recognized upon collection of receipts from the customer. Under ASC 606, revenues from management services are recognized as the customer consumes the benefits of the performance obligation satisfied over time. The transaction price pertaining to management services revenue is comprised of fixed and variable components whereby the fixed consideration typically represents a base management fee. The Company’s management agreements may contain incentive compensation fee provisions contingent on the performance of customers. In making estimates of incentive compensation, the Company expects to be entitled to receive in exchange for providing management services, significant assumptions and judgments are made in evaluating the factors that may determine the amount of consideration the Company will ultimately receive. In doing so, cash flow projections are typically utilized. These cash flows are significantly affected by estimates and assumptions related to market supply and demand, the local economy, projected pace of sales of homesites, pricing and price appreciation over the estimated selling period, the length of the estimated development and selling periods, remaining development, general and administrative costs, and other factors. Incentive compensation revenue from management services is recognized evenly over the expected contract term, as the performance obligation is satisfied. When changes in estimates and assumptions occur, the estimate of the amount of incentive compensation the Company expects to be entitled to receive may change, resulting in a cumulative catch-up being recorded in the period of the change. Similar to land sale revenues, a contract asset may be recognized associated with revenues generated from management services when there is a timing difference between the satisfaction of performance obligations and revenues becoming billable. Reassessment of the estimated transaction price at the end of each reporting period may increase or decrease contract assets. Contract asset balances are reduced when revenues from our customers become billable. Under ASC 605, the Company recorded management services revenues over the period in which the services were performed, fees were determinable, and collectability was reasonably assured. The Company recorded revenues from annual fees ratably over the contract period using the straight-line method and the Company recognized incentive compensation in the period in which the contingency was resolved and only to the extent other recognition conditions had been met. |
Impairment of Assets | Impairment of assets —Long-lived assets are reviewed for impairment when events or changes in circumstances indicate that their carrying value may not be recoverable. Impairment indicators for long-lived inventory assets include, but are not limited to, significant increases in horizontal development costs, significant decreases in the pace and pricing of home sales within the Company’s communities and surrounding areas and political and societal events that may negatively affect the local economy. For operating properties, impairment indicators may include significant increases in operating costs, decreased utilization, and continued net operating losses. If indicators of impairment exist, and the undiscounted cash flows expected to be generated by a long-lived asset are less than its carrying amount, an impairment charge is recorded to write down the carrying amount of such long-lived asset to its estimated fair value. The Company generally estimates the fair value of its long-lived assets using a discounted cash flow model or sales comparison approach of the underlying property or a combination thereof. The Company’s projected cash flows for each long-lived inventory asset are significantly affected by estimates and assumptions related to market supply and demand, the local economy, projected pace of sales of homesites, pricing and price appreciation over the estimated selling period, the length of the estimated development and selling periods, remaining development costs, and other factors. For operating properties, the Company’s projected cash flows also include estimates and assumptions about the use and eventual disposition of such properties, including utilization, capital expenditures, operating expenses, and the amount of proceeds to be realized upon eventual disposition of such properties. In determining these estimates and assumptions, the Company utilizes historical trends from past development projects of the Company in addition to internal and external market studies and trends, which generally include, but are not limited to, statistics on population demographics and unemployment rates. |
Share-Based Payments | Share-based payments— Share-based payments are recognized on a straight-line basis over the service period in the statement of operations based on their measurement date fair values. Forfeitures, if any, are accounted for in the period when they occur. |
Cash and Cash Equivalents | Cash and cash equivalents—Included in cash and cash equivalents are short-term investments that have original maturity dates of three months or less. The carrying amount approximates fair value due to the short-term nature of these investments. |
Restricted Cash and Certificates of Deposit | Restricted cash and certificates of deposit—Restricted cash and certificates of deposit consist of cash, cash equivalents, and certificates of deposit held as collateral on open letters of credit related to development obligations or because of other legal obligations of the Company that require the restriction. |
Marketable Securities | Marketable securities—During the years ended December 31, 2017 and 2016, the Company made investments in marketable debt securities. The Company purchased each investment with the intent and ability to hold the investment until maturity and carried each investment at amortized cost. The amortized cost of such debt securities were adjusted for amortization of premiums and accretion of discounts, using the effective interest method or a method that approximates the effective interest method. Amortization and accretion of premiums and discounts are included in selling, general, and administrative costs and expenses in the accompanying consolidated statements of operations. The Company evaluates securities in unrealized loss positions for evidence of other-than-temporary impairment, considering, among other things, duration, severity, and financial condition of the issuer. |
Properties and Equipment | Properties and equipment —Properties and equipment primarily relate to the Company’s operating properties’ businesses, are recorded at cost. Properties and equipment, other than land, are depreciated over their estimated useful lives using the straight-line method. At the time properties and equipment are disposed of, the asset and related accumulated depreciation, if any, are removed from the accounts, and any resulting gain or loss is credited or charged to earnings. The estimated useful life for land improvements and buildings is 10 to 40 years while the estimated useful life for furniture, fixtures, and equipment is two to 15 years. |
Held for sale classification | Held for sale classification —Assets to be disposed of together as a group in a single transaction and liabilities directly associated with those assets that will be transferred in the transaction are classified as held for sale on the Company’s consolidated balance sheet. Management evaluates certain criteria when determining held for sale classification including management’s authority to approve a disposal, management’s commitment to a plan to sell the disposal group, and the probability of completing the sale within one year. When initially classified as held for sale, assets and liabilities of assets held for sale are measured at the lower of carrying value or fair value less costs to sell. Included in the consolidated balance sheet at December 31, 2017 are assets and liabilities related to The Tournament Players Club at Valencia Golf Course that have been classified as held for sale. Assets held for sale of $4.5 million were comprised of property and equipment of $3.7 million , net of accumulated depreciation of $1.9 million , and other assets of $0.8 million . Liabilities of assets held for sale of $5.4 million consisted of club membership liabilities totaling $5.3 million and other liabilities of $0.1 million . In January 2018, The Tournament Players Club at Valencia Golf Course was sold for cash proceeds of $5.9 million |
Investments in Unconsolidated Entities | Investments in unconsolidated entities —For investments in entities that the Company does not control, but exercises significant influence, the Company uses the equity method of accounting. The Company’s judgment with regard to its level of influence or control of an entity involves consideration of various factors including the form of its ownership interest, its representation in the entity’s governance, its ability to participate in policy-making decisions, and the rights of other investors to participate in the decision-making process to replace the Company as manager or to liquidate the entity. Investments accounted for under the equity method of accounting are recorded at cost and adjusted for the Company’s share in the earnings (losses) of the venture and cash contributions and distributions. Any difference between the carrying amount of the equity method investment on the Company’s balance sheet and the underlying equity in net assets on the entity’s balance sheet results in a basis difference which is adjusted as the related underlying assets are depreciated, amortized, or sold and the liabilities are settled. The Company generally allocates income and loss from unconsolidated entities based on the venture’s distribution priorities, which may be different from its stated ownership percentage. |
Inventories | Inventories —Inventories primarily include land held for development and sale. Inventories are stated at cost, less reimbursements, unless the inventory within a community is determined to be impaired, in which case the impaired inventory would be written down to fair market value. Capitalized direct and indirect inventory costs include land, land in which the Company has the rights to receive in accordance with a disposition and development agreement (see Note 4), horizontal development costs, real estate taxes, and interest related to financing development and construction. During the years ended December 31, 2018 , 2017 and 2016 , the Company incurred interest expense, including amortization of debt issuance costs, all of which was capitalized into inventories, of $54.8 million , $9.4 million and $3.5 million , respectively. Horizontal development costs can be further broken down to costs incurred to entitle and permit the land for its intended use; costs incurred for infrastructure projects, such as schools, utilities, roads, and bridges; and site costs, such as grading and amenities, to bring the land to a saleable state. General and administrative costs related to project litigation are charged to expense when incurred. Costs that cannot be clearly associated with the acquisition, development, and construction of a real estate project and selling expenses are expensed as incurred. The Company expenses advertising costs as incurred, which were $2.0 million , $4.3 million and $3.5 million during the years ended December 31, 2018 , 2017 and 2016 , respectively. Certain public infrastructure project costs incurred by the Company are eligible for reimbursement, typically, from the proceeds of CFD bond debt, state and federal grants or property tax assessments. |
Intangible Asset | Intangible Asset —In connection with the Company’s acquisition of the Management Company (see Note 4), the Company acquired an intangible asset related to the contract value of the incentive compensation provisions of the Management Company’s development management agreement with the Great Park Venture. The Company records amortization expense over the contract period based on the pattern in which the Company expects to recognize the economic benefits from the incentive compensation. |
Receivables | Receivables—The Company evaluates the carrying value of receivables, which includes receivables from related parties, at each reporting date to determine the need for an allowance for doubtful accounts. |
Fair Value Measurements | Fair value measurements —The Company follows guidance for fair value measurements and disclosures that emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, the guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions. Level 1 —Quoted prices for identical instruments in active markets Level 2 —Quoted prices for similar instruments in active markets or inputs, other than quoted prices, that are observable for the instrument either directly or indirectly Level 3 —Significant inputs to the valuation model are unobservable |
Offering Costs | Offering Costs —Costs incurred by the Company, totaling $2.9 million |
Income Taxes | Income taxes —The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes (“ASC 740”), which requires an asset and liability approach for measuring deferred taxes based on temporary differences between the financial statements and tax bases of assets and liabilities existing at each balance sheet date using enacted tax rates for the years in which taxes are expected to be paid or recovered. The Holding Company has elected to be treated as a corporation for U.S. federal, state, and local tax purposes and determines the provision or benefit for income taxes on an interim basis using an estimate of its annual effective tax rate and the impact of specific events as they occur. |
Recently Issued and Adopted Accounting Pronouncements | Recently issued accounting pronouncements —In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU No. 2018-07”) which simplifies the accounting of share-based payments granted to nonemployees for goods and services. Under ASU No. 2018-07, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees including the determination of the measurement date. ASU No. 2018-07 generally requires an entity to use a modified retrospective transition approach, with a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The amendments in ASU No. 2018-07 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company does not expect the adoption of ASU No. 2018-07 to have a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU No. 2016-02”). This ASU generally requires that lessees recognize right-of-use assets and lease liabilities on the balance sheet for operating and financing leases and also requires improved disclosures to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases. This update is effective for public entities in fiscal years beginning after December 15, 2018, including interim reporting periods within those fiscal years. The FASB has issued multiple clarifications and updates since ASU No. 2016-02 that include, but is not limited to, the ability to elect practical expedients upon transition. The Company will adopt ASU No. 2016-02 effective on January 1, 2019 on a modified retrospective basis. Consequently, comparative prior periods presented in financial statements after adoption will continue to be in accordance with current U.S. GAAP (Topic 840, Leases ). Upon transition, the Company will elect the package of practical expedients, whereby the Company will not reassess whether existing contracts contain leases, the lease classification of existing leases and initial direct costs associated with those leases. Additionally, the Company expects to exclude recognition of short term leases on the balance sheet and not separate lease and nonlease components for both lessee and lessor leases. Lease payments for short term leases would continue to be recognized in the consolidated statements of operations on a straight-line basis over the lease term. The Company estimates recognizing total lease liabilities ranging from $25 million to $35 million and corresponding right-of-use assets ranging from $30 million to $40 million predominantly associated with leased office space. The difference between the right-of-use asset and lease liability is primarily due to the existing prepaid and deferred rent balances, resulting from historical straight-lining of operating leases, that will be reclassified upon adoption to increase or reduce the measurement of the right-of-use assets. The Company continues to evaluate the disclosure requirements and the Company’s associated processes and disclosure controls in advance of the first interim reporting period after adoption. The Company does not expect the adoption of ASU No. 2016-02 to have a material impact on the Company’s consolidated statement of operations or statement of cash flows. In June 2016, the FASB issued ASU No. 2016-13, Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments which amends the guidance on the impairment of financial instruments, including most debt instruments, trade receivables and loans. ASU No. 2016-13 adds to U.S. GAAP an impairment model known as the current expected credit loss model that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses for instruments measured at amortized cost, resulting in a net presentation of the amount expected to be collected on the financial asset. ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is currently evaluating the impact of adopting ASU No. 2016-13 on its consolidated financial statements. Recently adopted accounting pronouncements —In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU No. 2014-09”), which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted ASU No. 2014-09 and the related ASUs that formed ASC Topic 606, Revenue from Contracts with Customers , on January 1, 2018 using the modified retrospective approach with the cumulative effect recorded as an adjustment to opening capital. The new guidance was applied to contracts not completed at the transition date. Results for reporting periods beginning after January 1, 2018 are presented under ASC Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with historic accounting under ASC Topic 605, Revenue Recognition, and other industry specific guidance. The impact of adopting the new guidance primarily relates to (i) the recognition of variable incentive compensation consideration associated with the Company’s development management agreement with the Great Park Venture, which previously was recognized when contingencies associated with the amount and timing of the consideration were resolved, but under the new guidance estimates of the amount of variable consideration that the Company expects to be entitled to receive in revenue are recognized over time as management services are provided; (ii) the recognition of variable consideration from land sale contracts in the form of revenue or profit participation and marketing fees received from homebuilders, which historically have been recognized as revenue in the period in which the contingencies associated with the amount and timing of the consideration were resolved, but under the new guidance estimates of the amount of variable consideration that the Company expects to be entitled to receive in revenue, if any, are recognized at the time of land sale; (iii) the timing of revenue recognition from land sales or agriculture crop sales resulting from additional clarity in determining that the performance obligation to the customer is complete when control of the land or crop has been transferred to the customer; (iv) the impact of adoption of ASU No. 2014-09 by the Company’s unconsolidated entities; and (v) the requirement to provide more robust disclosure on the nature of the Company’s transactions, the economic substance of the arrangements and the judgments involved. The cumulative effect of the changes made to the Company’s consolidated January 1, 2018 balance sheet from the adoption of the new revenue guidance were as follows (in thousands): Balance at December 31, 2017 Adjustments due to ASU No. 2014-09 Balance at January 1, 2018 ASSETS Inventories $ 1,425,892 $ (9,457 ) $ 1,416,435 Investment in unconsolidated entities 530,007 3,067 533,074 Intangible asset, net—related party 127,593 (19,220 ) 108,373 Related party assets 3,158 38,332 41,490 Other assets 7,585 716 8,301 LIABILITIES Accounts payable and other liabilities 167,620 (1,722 ) 165,898 Related party liabilities 186,670 (9,485 ) 177,185 CAPITAL Retained earnings 57,841 10,684 68,525 Noncontrolling interests 1,320,208 13,961 1,334,169 In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) (“ASU No. 2016-15”) which amends the guidance in ASC Topic 230, Statement of Cash Flows , on the classification of certain cash receipts and payments in the statement of cash flows. The primary purpose of ASU No. 2016-15 is to reduce the diversity in practice that has resulted from the lack of consistent principles on this topic. The Company adopted ASU No. 2016-15 effective January 1, 2018 retrospectively with no material impact on the Company’s consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the Emerging Issues Task Force) (“ASU No. 2016-18”) which requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flow. The Company adopted this guidance on January 1, 2018 retrospectively and as a result included restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts presented on the consolidated statement of cash flows. The effect of the changes made to the Company’s consolidated statement of cash flow line items from the adoption of ASU No. 2016-18 were as follows (in thousands): Year Ended December 31, 2017 As Previously Reported Adjustments due to ASU No. 2016-18 As Adjusted CASH FLOWS FROM INVESTING ACTIVITIES: Decrease in restricted cash and certificates of deposits $ 876 $ (876 ) $ — NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 786,174 (876 ) 785,298 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period 62,304 2,343 64,647 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period 848,478 1,467 849,945 Year Ended December 31, 2016 As Previously Reported Adjustments due to ASU No. 2016-18 As Adjusted CASH FLOWS FROM INVESTING ACTIVITIES: Decrease in restricted cash and certificates of deposits $ 1,574 $ (1,574 ) $ — NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH (46,353 ) (1,574 ) (47,927 ) CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period 108,657 3,917 112,574 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period 62,304 2,343 64,647 In March 2017, the FASB issued ASU No. 2017-07, Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (“ASU No. 2017-07”) which amends the guidance for the income statement presentation of the components of net periodic benefit cost for an entity’s sponsored defined benefit pension and other postretirement plans. ASU No. 2017-07 requires entities to report non-service-cost components of net periodic benefit cost outside of income from operations. The Company adopted ASU No. 2017-07 effective January 1, 2018, retrospectively, which resulted in reclassifying net periodic pension benefit of $93,000 and $57,000 from selling, general, and administrative expenses to miscellaneous other income on the consolidated statement of operations for the years ended December 31, 2017 and 2016, respectively. In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU No. 2017-09”) . ASU No. 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in ASC Topic 718, Compensation - Stock Compensation |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Application of New Revenue Standard | The effect of the changes made to the Company’s consolidated statement of cash flow line items from the adoption of ASU No. 2016-18 were as follows (in thousands): Year Ended December 31, 2017 As Previously Reported Adjustments due to ASU No. 2016-18 As Adjusted CASH FLOWS FROM INVESTING ACTIVITIES: Decrease in restricted cash and certificates of deposits $ 876 $ (876 ) $ — NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 786,174 (876 ) 785,298 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period 62,304 2,343 64,647 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period 848,478 1,467 849,945 Year Ended December 31, 2016 As Previously Reported Adjustments due to ASU No. 2016-18 As Adjusted CASH FLOWS FROM INVESTING ACTIVITIES: Decrease in restricted cash and certificates of deposits $ 1,574 $ (1,574 ) $ — NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH (46,353 ) (1,574 ) (47,927 ) CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period 108,657 3,917 112,574 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period 62,304 2,343 64,647 Statement of Operations Year Ended December 31, 2018 As Reported Balances without Adoption of ASC 606 Effect of Change REVENUES: Land sales $ 133 $ 486 $ (353 ) Land sales—related party 900 497 403 Management services—related party 40,976 23,055 17,921 Operating properties 6,981 6,667 314 COSTS AND EXPENSES: Land sales (165 ) (378 ) 213 Management services 23,962 11,506 12,456 Operating properties 5,077 4,935 142 EQUITY IN (LOSS) EARNINGS FROM UNCONSOLIDATED ENTITIES (2,163 ) (2,399 ) 236 NET LOSS (67,945 ) (73,654 ) 5,709 NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS (33,231 ) (36,023 ) 2,792 NET LOSS ATTRIBUTABLE TO THE COMPANY (34,714 ) (37,631 ) 2,917 Balance Sheet December 31, 2018 As Reported Balances without Adoption of ASC 606 Effect of Change ASSETS Inventories $ 1,696,084 $ 1,698,630 $ (2,546 ) Investment in unconsolidated entities 532,899 529,596 3,303 Intangible asset, net—related party 95,917 127,593 (31,676 ) Related party assets 61,039 11,205 49,834 Other assets 9,179 8,522 657 LIABILITIES Accounts payable and other liabilities 161,139 162,588 (1,449 ) Related party liabilities 178,540 187,873 (9,333 ) CAPITAL Retained earnings 33,811 20,210 13,601 Noncontrolling interest 1,261,491 1,244,738 16,753 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Application of New Revenue Standard | The effect of the changes made to the Company’s consolidated statement of cash flow line items from the adoption of ASU No. 2016-18 were as follows (in thousands): Year Ended December 31, 2017 As Previously Reported Adjustments due to ASU No. 2016-18 As Adjusted CASH FLOWS FROM INVESTING ACTIVITIES: Decrease in restricted cash and certificates of deposits $ 876 $ (876 ) $ — NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 786,174 (876 ) 785,298 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period 62,304 2,343 64,647 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period 848,478 1,467 849,945 Year Ended December 31, 2016 As Previously Reported Adjustments due to ASU No. 2016-18 As Adjusted CASH FLOWS FROM INVESTING ACTIVITIES: Decrease in restricted cash and certificates of deposits $ 1,574 $ (1,574 ) $ — NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH (46,353 ) (1,574 ) (47,927 ) CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period 108,657 3,917 112,574 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period 62,304 2,343 64,647 Statement of Operations Year Ended December 31, 2018 As Reported Balances without Adoption of ASC 606 Effect of Change REVENUES: Land sales $ 133 $ 486 $ (353 ) Land sales—related party 900 497 403 Management services—related party 40,976 23,055 17,921 Operating properties 6,981 6,667 314 COSTS AND EXPENSES: Land sales (165 ) (378 ) 213 Management services 23,962 11,506 12,456 Operating properties 5,077 4,935 142 EQUITY IN (LOSS) EARNINGS FROM UNCONSOLIDATED ENTITIES (2,163 ) (2,399 ) 236 NET LOSS (67,945 ) (73,654 ) 5,709 NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS (33,231 ) (36,023 ) 2,792 NET LOSS ATTRIBUTABLE TO THE COMPANY (34,714 ) (37,631 ) 2,917 Balance Sheet December 31, 2018 As Reported Balances without Adoption of ASC 606 Effect of Change ASSETS Inventories $ 1,696,084 $ 1,698,630 $ (2,546 ) Investment in unconsolidated entities 532,899 529,596 3,303 Intangible asset, net—related party 95,917 127,593 (31,676 ) Related party assets 61,039 11,205 49,834 Other assets 9,179 8,522 657 LIABILITIES Accounts payable and other liabilities 161,139 162,588 (1,449 ) Related party liabilities 178,540 187,873 (9,333 ) CAPITAL Retained earnings 33,811 20,210 13,601 Noncontrolling interest 1,261,491 1,244,738 16,753 |
Schedule of Revenue Disaggregated by Source and Reporting Segment | The following tables present the Company’s consolidated revenues disaggregated by revenue source and reporting segment (see Note 15) (in thousands): Year Ended December 31, 2018 Newhall San Francisco Great Park Commercial Total Land sales $ 149 $ 884 $ — $ — $ 1,033 Management services — 4,397 35,090 1,489 40,976 Operating properties 3,878 729 — — 4,607 Total revenues subject to ASC 606 4,027 6,010 35,090 1,489 46,616 Operating properties leasing revenues 2,374 — — — 2,374 Total Revenues $ 6,401 $ 6,010 $ 35,090 $ 1,489 $ 48,990 |
Acquisitions and Disposals (Tab
Acquisitions and Disposals (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The equity issued for the Management Company, consisted of the following (in thousands, except unit/share and per unit amounts): Class A common shares of the Company 798,161 Class A Common Units of the Operating Company 6,549,629 Total units/shares issued in consideration 7,347,790 Estimated fair value per Class A Common Unit of the Operating Company and Class A common share of the Company $ 23.61 Total equity consideration $ 173,488 Add: available cash distribution 450 Total consideration issued for the Management Company $ 173,938 Class A Common Units in the Operating Company 378,578 Class A units at the San Francisco Venture exchangeable for Class A Common Units in the Operating Company 37,479,205 Total units issued/issuable in consideration 37,857,783 Estimated fair value per Class A Common Unit of the Operating Company $ 23.61 Total equity consideration $ 893,856 Add: contingent consideration 64,870 Less: capital commitment from seller (120,000 ) Total consideration issued for the San Francisco Venture $ 838,726 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The estimated total purchase price was allocated to Management Company’s assets and liabilities based upon fair values as determined by the Company, as follows (in thousands): Assets acquired: Investment in FPL $ 70,000 Intangible asset 129,705 Cash 3,664 Legacy Incentive Compensation receivable from related party 56,232 Related party receivables 5,282 Prepaid expenses and other current assets 328 Liabilities assumed: Other liabilities (2,397 ) Related party liabilities (81,996 ) Accrued employee benefits (6,880 ) Net assets acquired $ 173,938 Assets acquired: Inventories $ 1,038,154 Other assets 827 Liabilities assumed: Macerich Note (65,130 ) Accounts payable (17,715 ) Related party liabilities (117,410 ) Net assets acquired $ 838,726 Adjustment to equity consideration, net (see table above) 55,130 $ 893,856 Noncontrolling interest in the San Francisco Venture $ 884,917 |
Business Acquisition, Pro Forma Information | The Company recorded revenue and losses related to the acquisition of the Management Company and the San Francisco Venture for the year ended December 31, 2016 as follows (in thousands): 2016 Revenue $ 15,223 Loss $ (11,992 ) |
Investment In Unconsolidated _2
Investment In Unconsolidated Entities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The following table summarizes the statement of operations of the Great Park Venture for years ended December 31, 2018 and 2017 and for the period from the acquisition date of May 2, 2016 to December 31, 2016 (in thousands): 2018 2017 2016 Land sale revenues $ 175,689 $ 480,934 $ 22,505 Cost of land sales (118,115 ) (339,100 ) (12,093 ) Other costs and expenses (54,506 ) (105,772 ) (82,392 ) Net income (loss) of Great Park Venture $ 3,068 $ 36,062 $ (71,980 ) The Company’s share of net income (loss) $ 1,151 $ 13,523 $ (26,992 ) Basis difference (amortization) accretion (2,057 ) (7,763 ) 25,636 Equity in (loss) earnings from Great Park Venture $ (906 ) $ 5,760 $ (1,356 ) The following table summarizes the balance sheet data of the Great Park Venture and the Company’s investment balance as of December 31, 2018 and 2017 (in thousands): 2018 2017 Inventories $ 1,059,717 $ 1,089,513 Cash and cash equivalents 60,663 336,313 Receivable and other assets 33,836 21,778 Total assets $ 1,154,216 $ 1,447,604 Accounts payable and other liabilities $ 152,809 $ 225,588 Redeemable Legacy Interests 209,967 445,000 Capital (Percentage Interest) 791,440 777,016 Total liabilities and capital $ 1,154,216 $ 1,447,604 The Company’s share of capital in Great Park Venture $ 296,790 $ 291,381 Unamortized basis difference 128,863 132,111 The Company’s investment in the Great Park Venture $ 425,653 $ 423,492 December 31, 2018 and from August 4, 2017 (the date of our initial investment) to December 31, 2017 (in thousands): 2018 2017 Rental revenues $ 26,580 $ 9,245 Rental operating and other expenses (4,963 ) (1,091 ) Depreciation and amortization (11,730 ) (4,504 ) Interest expense (11,563 ) (3,629 ) Net (loss) income of Gateway Commercial Venture $ (1,676 ) $ 21 Equity in (loss) earnings from Gateway Commercial Venture $ (1,257 ) $ 16 The following table summarizes the balance sheet data of the Gateway Commercial Venture and the Company’s investment balance as of December 31, 2018 and 2017 (in thousands): 2018 2017 Real estate and related intangible assets, net $ 464,123 $ 448,795 Other assets 14,833 7,211 Total assets $ 478,956 $ 456,006 Notes payable, net $ 295,440 $ 286,795 Other liabilities, net 40,521 27,190 Members’ capital 142,995 142,021 Total liabilities and capital $ 478,956 $ 456,006 The Company’s investment in the Gateway Commercial Venture $ 107,246 $ 106,516 |
Properties and Equipment, Net (
Properties and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Properties and Equipment | Properties and equipment as of December 31, 2018 and 2017 consisted of the following (in thousands): 2018 2017 Agriculture operating properties and equipment $ 29,975 $ 29,689 Other 7,166 4,890 Total properties and equipment 37,141 34,579 Accumulated depreciation (5,464 ) (4,923 ) Properties and equipment, net $ 31,677 $ 29,656 |
Intangible Asset, Net_Related_2
Intangible Asset, Net—Related Party (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The carrying amount and accumulated amortization of the intangible asset as of December 31, 2018 and 2017 were as follows (in thousands): 2018 2017 Gross carrying amount $ 129,705 $ 129,705 Accumulated amortization (33,788 ) (2,112 ) Net book value $ 95,917 $ 127,593 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Related party assets and liabilities included in the Company’s consolidated balance sheets as of December 31, 2018 and 2017 consisted of the following (in thousands): 2018 2017 Assets: Contract asset (see Note 3) $ 49,834 $ — Prepaid rent 5,972 — Other 5,233 3,158 $ 61,039 $ 3,158 Liabilities: EB-5 loan reimbursements $ 102,692 $ 102,692 Contingent consideration—Mall Venture project property 64,870 64,870 Deferred land sale revenue — 9,860 Payable to holders of Management Company’s Class B interests 9,000 9,000 Other 1,978 248 $ 178,540 $ 186,670 |
Notes Payable, Net (Tables)
Notes Payable, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | At December 31, 2018 and 2017 , notes payable consisted of the following (in thousands): 2018 2017 7.875 % Senior Notes due 2025 $ 500,000 $ 500,000 Macerich Note 65,130 65,130 Settlement Note — 5,000 Unamortized debt issuance costs and discount (8,126 ) (9,512 ) $ 557,004 $ 560,618 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | As of December 31, 2018 , minimum lease payments to be made under operating leases with initial terms in excess of one year and minimum lease payments to be received under noncancelable leases are as follows (in thousands): Years Ending December 31, Rental 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 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information for the years ended December 31, 2018 , 2017 and 2016 is as follows (in thousands): 2018 2017 2016 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest, all of which was capitalized to inventories $ 43,892 $ 4,211 $ 2,807 NONCASH INVESTING AND FINANCING ACTIVITIES: Liabilities assumed by buyer in connection with sale of golf course operating property $ 7,795 $ — $ — Class A common shares issued for redemption of noncontrolling interests $ 30,088 $ — $ — Contingent consideration related to acquisition of the San Francisco Venture (see Note 4) $ — $ — $ 64,870 Accrued deferred equity and debt offering costs $ — $ — $ 1,038 Capital issued in acquisition of interest in the Management Company (see Note 4) $ — $ — $ 173,488 Capital issued in acquisition of interest in the San Francisco Venture (see Note 4) $ — $ — $ 8,939 Capital issued in acquisition of interest in the Great Park Venture $ — $ — $ 419,088 Capital issued in purchase of rights to 12.5% of Non-Legacy Incentive Compensation from FPC-HF Venture I (see Note 4) $ — $ — $ 14,110 Recognition of TRA liability $ 18,963 $ 56,216 $ 201,845 The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows for the years ended December 31, 2018 , 2017 and 2016 is as follows (in thousands): 2018 2017 2016 Cash and cash equivalents $ 495,694 $ 848,478 $ 62,304 Restricted cash and certificates of deposit 1,403 1,467 2,343 Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows $ 497,097 $ 849,945 $ 64,647 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Operating Results and Reconciliation to Consolidated Balances | Segment operating results and reconciliations to the Company’s consolidated balances are as follows: For the year ended December 31, 2018 (in thousands) Newhall San Francisco Great Park Commercial Total reportable segments Removal of Great Park Venture (1) Removal of Gateway Commercial Venture (1) Add investment in Great Park Venture Add investment in Gateway Commercial Venture Other eliminations (2) Corporate and unallocated (3) Total Consolidated Revenues $ 6,401 $ 6,010 $ 210,779 $ 28,069 $ 251,259 $ (175,689 ) $ (26,580 ) $ — $ — $ — $ — $ 48,990 Depreciation and amortization 271 287 12,456 11,730 24,744 — (11,730 ) — — — 210 13,224 Interest income 1 — 2,815 — 2,816 (2,815 ) — — — — 11,766 11,767 Interest expense — — — 11,563 11,563 — (11,563 ) — — — — — Segment profit (loss)/net profit (loss) (6,802 ) (18,060 ) 15,211 (187 ) (9,838 ) (3,068 ) 1,676 (906 ) (1,257 ) — (54,552 ) (67,945 ) Other significant items: Segment assets 596,222 1,151,372 1,303,362 479,662 3,530,618 (1,154,216 ) (478,956 ) 425,653 107,246 (730 ) 494,277 2,923,892 Inventory assets and real estate related assets, net 559,126 1,136,958 1,059,717 464,123 3,219,924 (1,059,717 ) (464,123 ) — — — — 1,696,084 Expenditures for long-lived assets (4) 198,008 73,177 109,292 27,030 407,507 (109,292 ) (27,030 ) — — — 2,354 273,539 For the year ended December 31, 2017 (in thousands) Newhall San Francisco Great Park Commercial Total reportable segments Removal of Great Park Venture (1) Removal of Gateway Commercial Venture (1) Add investment in Great Park Venture Add investment in Gateway Commercial Venture Other eliminations (2) Corporate and unallocated (3) Total Consolidated Revenues $ 31,568 $ 91,187 $ 497,173 $ 9,682 $ 629,610 $ (480,934 ) $ (9,245 ) $ — $ — $ — $ — $ 139,431 Depreciation and amortization 553 316 — 4,504 5,373 — (4,504 ) — — — 185 1,054 Interest income 3 — 2,226 — 2,229 (2,226 ) — — — — 2,574 2,577 Interest expense — — — 3,628 3,628 — (3,628 ) — — — — — Segment profit (loss)/net profit (loss) (12,358 ) (19,268 ) 42,219 458 11,051 (36,061 ) (21 ) 5,760 16 — 43,451 24,196 Other significant items: Segment assets 444,407 1,123,266 1,578,142 456,292 3,602,107 (1,447,604 ) (456,006 ) 423,492 106,516 (80,890 ) 830,740 2,978,355 Inventory assets 361,943 1,063,949 1,089,513 448,795 2,964,200 (1,089,513 ) (448,795 ) — — — — 1,425,892 Expenditures for long-lived assets (4) 84,024 62,188 311,932 446,072 904,216 (311,932 ) (446,072 ) — — — 1 146,213 For the year ended December 31, 2016 (in thousands) Newhall San Francisco Great Park Commercial Total reportable segments Removal of Great Park Venture (1) Removal of Gateway Commercial Venture (1) Add investment in Great Park Venture Add investment in Gateway Commercial Venture Other eliminations (2) Corporate and unallocated (3) Total Consolidated Revenues $ 22,044 $ 3,999 $ 35,830 $ — $ 61,873 $ (22,505 ) $ — $ — $ — $ — $ — $ 39,368 Depreciation and amortization 492 195 2,113 — 2,800 — — — — — 58 2,858 Interest income 91 — 11,723 — 11,814 (11,723 ) — — — — 77 168 Segment loss/net loss (22,703 ) (14,204 ) (67,668 ) — (104,575 ) 71,980 — (1,356 ) — — (62,666 ) (96,617 ) Other significant items: Segment assets 416,445 1,134,196 1,669,679 — 3,220,320 (1,496,102 ) — 417,732 — (69,462 ) 42,094 2,114,582 Inventory assets 280,377 1,080,074 1,115,818 — 2,476,269 (1,115,818 ) — — — — — 1,360,451 Expenditures for long-lived assets (4) 21,686 42,113 123,008 — 186,807 (123,008 ) — — — — 461 64,260 (1) Represents the removal of the Great Park Venture’s and Gateway Commercial Venture’s operating results and balances that are included in the Great Park segment and Commercial segment operating results and balances, respectively, but are not included in the Company’s consolidated results and balances. (2) Represents intersegment balances that eliminate in consolidation. (3) Corporate and unallocated activity is primarily comprised of corporate general, and administrative expenses and income taxes. Corporate and unallocated assets consist of cash, marketable securities, receivables, prepaids, and deferred equity offering and financing costs. (4) Expenditures for long-lived inventory assets are net of cost reimbursements and include noncash project accruals and capitalized interest. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | The following table summarizes share-based equity compensation activity for the years ended December 31, 2018 , 2017 and 2016 : Share-Based Awards Weighted- Nonvested at January 1, 2016 — $ — Granted 2,350 $ 19.81 Vested (1,045 ) $ 19.62 Nonvested at December 31, 2016 1,305 $ 20.00 Granted 453 $ 15.52 Vested (673 ) $ 19.26 Nonvested at December 31, 2017 1,085 $ 18.57 Granted 1,724 $ 14.81 Forfeited (105 ) $ 14.83 Vested (811 ) $ 18.76 Nonvested at December 31, 2018 1,893 $ 15.27 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Retirement Plan's Funded Status | The Retirement Plan’s funded status and amounts recognized in the Company’s consolidated financial statements for the Retirement Plan as of and for the years ended December 31, 2018 and 2017 are as follows (in thousands): 2018 2017 Change in benefit obligation: Projected benefit obligation—beginning of year $ 21,622 $ 20,919 Interest cost 749 818 Benefits paid (984 ) (929 ) Actuarial (gain) loss (1,063 ) 814 Projected benefit obligation—end of year $ 20,324 $ 21,622 Change in plan assets: Fair value of plan assets—beginning of year $ 18,829 $ 16,778 Actual (loss) gain on plan assets (1,168 ) 2,450 Employer contributions 218 530 Benefits paid (984 ) (929 ) Fair value of plan assets—end of year $ 16,895 $ 18,829 Funded status $ (3,429 ) $ (2,793 ) Amounts recognized in the consolidated balance sheet—liability $ 3,429 $ 2,793 Amounts recognized in accumulated other comprehensive loss—net actuarial loss $ (5,428 ) $ (4,266 ) |
Components of Net Period Benefit and Other Amounts Recognized in AOCI | The components of net periodic benefit and other amounts recognized in accumulated other comprehensive loss as of December 31, 2018 , 2017 and 2016 , are as follows (in thousands): 2018 2017 2016 Net periodic benefit: Interest cost $ 749 $ 818 $ 859 Expected return on plan assets (1,146 ) (1,024 ) (1,007 ) Amortization of net actuarial loss 90 113 91 Net periodic benefit (307 ) (93 ) (57 ) Adjustment to accumulated other comprehensive loss: Net actuarial loss (gain) 1,252 (611 ) 332 Amortization of net actuarial loss (90 ) (113 ) (91 ) Total adjustment to accumulated other comprehensive loss 1,162 (724 ) 241 Total recognized in net periodic benefit and accumulated other comprehensive loss $ 855 $ (817 ) $ 184 |
Schedule of Weighted-Average Assumptions | The weighted-average assumptions used to determine benefit obligations as of December 31, 2018 and 2017 were as follows: 2018 2017 Discount rate 4.20% 3.55% Rate of compensation increase N/A N/A The weighted-average assumptions used to determine net periodic expense for the years ended December 31, 2018 , 2017 and 2016 , were as follows: 2018 2017 2016 Discount rate 3.55% 4.10% 4.35% Rate of compensation increase N/A N/A N/A Expected long-term return on plan assets 6.23% 6.33% 6.32% |
Schedule of Retirement Plan's Assets at Fair Value | The Retirement Plan’s assets at fair value as of December 31, 2018 and 2017 , are as follows (in thousands): Asset Category 2018 2017 Pooled and/or collective funds: Equity funds: Large cap $ 5,777 $ 6,068 Mid cap 1,101 1,197 Small cap 1,579 1,777 International 1,654 2,060 Fixed-income funds—U.S. bonds and short term 6,784 7,727 Total $ 16,895 $ 18,829 |
Schedule of Future Benefit Payments | The Company’s funding policy is to contribute amounts sufficient to meet minimum requirements but not more than the maximum tax-deductible amount. The Company does not expect to have a minimum required contribution in 2019 and expects future benefit payments to be paid as follows (in thousands): 2019 1,008 2020 2,211 2021 999 2022 1,563 2023 1,433 2024-2028 10,223 $ 17,437 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The (expense) benefit for income taxes for the years ended December 31, 2018 , 2017 and 2016 was as follows (in thousands): 2018 2017 2016 Deferred income tax (expense) benefit: Federal $ 5,066 $ (28,643 ) $ 13,021 State 2,340 (6,501 ) 3,826 Total deferred income tax benefit (expense) 7,406 (35,144 ) 16,847 (Increase) decrease in valuation allowance (16,585 ) 35,146 (8,901 ) Expiration of unused loss carryforwards (4 ) (2 ) (58 ) (Expense) benefit for income taxes $ (9,183 ) $ — $ 7,888 |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of significant temporary differences are as follows (in thousands): 2018 2017 Deferred tax assets Net operating loss carryforward $ 102,026 $ 91,742 Tax receivable agreement 47,435 42,668 Other 1,382 1,043 Valuation allowance (23,207 ) (7,891 ) Total deferred tax assets 127,636 127,562 Deferred tax liabilities-investments in subsidiaries (136,819 ) (127,562 ) Deferred tax liability, net $ (9,183 ) $ — |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the statutory rate and the effective tax rate for 2018, 2017 and 2016 is as follows: 2018 2017 2016 Statutory rate 21.00 % 35.00 % 35.00 % State income taxes-net of federal income tax benefit 6.98 5.75 5.75 Statutory federal tax rate change — 21.30 — Noncontrolling interests (15.83 ) 82.58 (24.63 ) Other 0.06 0.67 — Valuation allowance related to the Tax Act (15.63 ) — — Deferred tax asset valuation allowance (12.20 ) (145.31 ) (8.51 ) Expiration of unused loss carryforwards (0.01 ) 0.01 (0.06 ) Effective rate (15.63 )% — % 7.55 % |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table summarizes the basic and diluted earnings per share/unit calculations for the years ended December 31, 2018 , 2017 and 2016 (in thousands, except unit/shares and per unit/share amounts): 2018 2017 2016 Numerator: Net (loss) income attributable to the Company $ (34,714 ) $ 73,235 $ (33,266 ) Adjustments to net (loss) income attributable to the Company 221 (750 ) (505 ) Net (loss) income attributable to common shareholders $ (34,493 ) $ 72,485 $ (33,771 ) Numerator — basic common shares: Net (loss) income attributable to common shareholders $ (34,493 ) $ 72,485 $ (33,771 ) Net income (loss) allocable to participating securities $ — $ (506 ) $ — Allocation of net (loss) income among common shareholders $ (34,493 ) $ 71,979 $ (33,771 ) Numerator for basic net (loss) income available to Class A Common Shareholders/Unitholders $ (34,480 ) $ 71,947 $ (33,755 ) Numerator for basic net (loss) income available to Class B Common Shareholders $ (13 ) $ 32 (16 ) Numerator — diluted common shares: Net (loss) income attributable to common shareholders $ (34,493 ) $ 72,485 $ (33,771 ) Reallocation of (loss) income to Company upon assumed exchange of common units $ — $ (48,289 ) $ — Net (loss) income allocated to participating securities $ — $ (69 ) $ — Allocation of net (loss) income among common shareholders $ (34,493 ) $ 24,127 $ (33,771 ) Numerator for diluted net (loss) income available to Class A Common Shareholders/Unitholders $ (34,480 ) $ 24,123 $ (33,755 ) Numerator for diluted net (loss) income available to Class B Common Shareholders $ (13 ) $ 4 $ (16 ) Denominator: Basic weighted average Class A common shares outstanding 65,002,387 54,006,954 37,795,447 Diluted weighted average Class A common shares outstanding 65,002,387 133,007,828 37,795,447 Basic and diluted weighted average Class B common shares outstanding 79,859,730 78,821,553 49,547,050 Basic (loss) earnings per share/unit: Class A common shares/Unit $ (0.53 ) $ 1.33 $ (0.89 ) Class B common shares $ (0.00 ) $ 0.00 $ (0.00 ) Diluted (loss) earnings per share/unit: Class A common shares/Unit $ (0.53 ) $ 0.18 $ (0.89 ) Class B common shares $ (0.00 ) $ 0.00 $ (0.00 ) Anti-dilutive potential RSUs 72,579 — 1,304,804 Anti-dilutive potential restricted shares (weighted average) 1,817,020 — — Anti-dilutive potential Class A common shares/Units (weighted average) 79,883,687 — 53,826,230 |
Quarterly Financial Informati_2
Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | 2018 Quarterly Periods (in thousands, except per share amounts) First Second Third Fourth Revenues $ 14,967 $ 13,090 $ 12,988 $ 7,945 Loss before income tax (14,297 ) (11,303 ) (21,939 ) (11,223 ) Net loss attributable to the Company (5,232 ) (5,160 ) (10,019 ) (14,303 ) Net loss attributable to the Company per Class A Share (Basic) (0.08 ) (0.08 ) (0.15 ) (0.22 ) Net loss attributable to the Company per Class A Share (Diluted) (0.10 ) (0.08 ) (0.15 ) (0.22 ) Net loss attributable to the Company per Class B Share (Basic and diluted) (0.00 ) (0.00 ) (0.00 ) (0.00 ) 2017 Quarterly Periods (in thousands, except per share amounts) First Second Third Fourth (1) Revenues $ 92,303 $ 13,246 $ 11,619 $ 22,263 (Loss) income before income tax (23,124 ) (24,289 ) (10,311 ) 81,920 Net (loss) income attributable to the Company (7,842 ) (9,783 ) (4,467 ) 95,327 Net (loss) income attributable to the Company per Class A Share (Basic) (0.20 ) (0.19 ) (0.07 ) 1.50 Net (loss) income attributable to the Company per Class A Share (Diluted) (0.20 ) (0.19 ) (0.07 ) 0.56 Net (loss) income attributable to the Company per Class B Share (Basic and diluted) (0.00 ) (0.00 ) (0.00 ) 0.00 (1) Included in the quarterly financial results for the fourth quarter of 2017 is other income of $105.6 million |
Business and Organization (Deta
Business and Organization (Details) | May 15, 2017USD ($)$ / sharesshares | Mar. 31, 2017 | May 02, 2016USD ($)voteclassshares | Dec. 31, 2018USD ($)classshares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($) |
Proceeds of Initial Public Offering of Class A common shares | $ | $ 0 | $ 319,698,000 | $ 0 | |||
Number of classes of membership units | class | 2 | |||||
Proceeds of Class B common share offering | $ | $ 0 | $ 45,000 | $ 470,000 | |||
Heritage Fields LLC | ||||||
Percentage of equity ownership | 37.50% | |||||
Five Point Land Units Exchanged For Class A Common Units | ||||||
Units contributed | 7,513,807 | |||||
The San Francisco Venture | ||||||
Number of classes of membership units | class | 2 | |||||
Units issued/issuable in consideration (in shares) | 37,857,783 | |||||
Heritage Fields LLC | ||||||
Units acquired (in shares) | $ | $ 17,749,756 | |||||
Class A Units | Five Point Land Units Exchanged For Class A Common Units | ||||||
Units received | 7,513,807 | |||||
Class A Units | The San Francisco Venture | ||||||
Reverse share split ratio | 6.33 | |||||
Units issued/issuable in consideration (in shares) | 378,578 | |||||
Class A Units | Five Point Communities, LP | ||||||
Units issued/issuable in consideration (in shares) | 6,549,629 | |||||
Class B Units | The San Francisco Venture | ||||||
Reverse share split ratio | 6.33 | |||||
Common Class A | ||||||
Common shares issued (in shares) | 66,810,980 | 62,314,850 | ||||
Number of shares converted | 1 | |||||
Common Class A | Five Point Communities, LP | ||||||
Units issued/issuable in consideration (in shares) | 798,161 | |||||
Common Class B | ||||||
Common shares issued (in shares) | 7,142,857 | 78,838,736 | 81,463,433 | |||
Number of votes per share | vote | 1 | |||||
Per share distributions for Class A Common Shareholders (percent) | 0.03% | 0.03% | ||||
Common Class B | Holders of Class A Units of San Francisco Venture | ||||||
Stock issued (in shares) | 74,320,576 | |||||
Proceeds of Class B common share offering | $ | $ 500,000 | |||||
IPO | ||||||
Proceeds of Initial Public Offering of Class A common shares | $ | $ 338,100,000 | |||||
Net proceeds from initial public offering | $ | $ 319,700,000 | |||||
IPO | Common Class A | ||||||
Stock issued (in shares) | 24,150,000 | |||||
Price per share sold (in usd per share) | $ / shares | $ 14 | |||||
Number of votes per share | vote | 1 | |||||
Over-Allotment Option | Common Class A | ||||||
Stock issued (in shares) | 3,150,000 | |||||
Private Placement | ||||||
Proceeds from private placement | $ | $ 100,000,000 | |||||
Five Point Operating Company, LLC | Class A Units | ||||||
Reverse share split ratio | 6.33 | |||||
Five Point Operating Company, LLC | Class B Units | ||||||
Reverse share split ratio | 6.33 | |||||
Five Point Operating Company, LLC | Affiliated Entity | Class A Units | The San Francisco Venture | ||||||
Units issued/issuable in consideration (in shares) | 378,578 | |||||
Five Point Operating Company, LLC | Affiliated Entity | Private Placement | Class A Units | Lennar Corporation | ||||||
Common units issued (in shares) | 7,142,857 | |||||
Five Point Holdings, LLC | Common Class A | ||||||
Reverse share split ratio | 6.33 | |||||
Five Point Holdings, LLC | Common Class B | ||||||
Reverse share split ratio | 6.33 | |||||
Five Point Holdings, LLC | Private Placement | Class B Units | ||||||
Price per share sold (in usd per share) | $ / shares | $ 0.00633 | |||||
Five Point Holdings, LLC | Private Placement | Common Class B | ||||||
Price per share sold (in usd per share) | $ / shares | $ 0.00633 | |||||
Parent Company | Five Point Operating Company, LLC | Affiliated Entity | ||||||
Ownership percentage of outstanding common units | 61.70% | 58.60% | ||||
Parent Company | Five Point Operating Company, LLC | Affiliated Entity | IPO | Class A Units | ||||||
Units purchased | 24,150,000 | |||||
Parent Company | Five Point Operating Company, LLC | Affiliated Entity | Private Placement | Class B Units | ||||||
Units purchased | 7,142,857 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Properties and Equipment (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Land Improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 10 years |
Land Improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 40 years |
Buildings | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 10 years |
Buildings | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 40 years |
Furniture and Fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 2 years |
Furniture and Fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 15 years |
Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 2 years |
Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 15 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Assets held for sale | $ 0 | $ 4,519 | ||
Assets held for sale, property and equipment | 3,700 | |||
Assets held for sale, property and equipment, accumulated depreciation | 1,900 | |||
Assets held for sale, other assets | 800 | |||
Liabilities related to assets held for sale | 0 | 5,363 | ||
Liabilities related to assets held for sale, club membership liabilities | 5,300 | |||
Liabilities related to assets held for sale, other liabilities | 100 | |||
Proceeds from sale of golf club operating properties | $ 5,900 | 5,685 | 0 | $ 0 |
Interest cost capitalized | 54,800 | 9,400 | 3,500 | |
Advertising costs | 2,000 | $ 4,300 | $ 3,500 | |
Deferred equity offering costs | $ 2,900 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Miscellaneous Income (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||||
Gain on sale of golf club operating property | $ 6,700 | $ 6,700 | $ 0 | $ 0 |
Gain on insurance claims | 1,566 | 0 | 0 | |
Net periodic pension benefit | 307 | 93 | 57 | |
Total miscellaneous other income | $ 8,573 | $ 93 | $ 57 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Selling, general, and administrative | $ (98,983) | $ (122,367) | $ (120,724) | |
Accounting Standards Update 2016-02 | Minimum | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Right-of-use assets | 30,000 | |||
Accounting Standards Update 2016-02 | Maximum | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Right-of-use assets | $ 40,000 | |||
Accounting Standards Update 2017-07 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Selling, general, and administrative | $ 93 | $ 57 | ||
Subsequent Event | Accounting Standards Update 2016-02 | Minimum | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total lease liabilities | $ 25,000 | |||
Subsequent Event | Accounting Standards Update 2016-02 | Maximum | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total lease liabilities | $ 35,000 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Cumulative Effect From Adoption of New Revenue Guidance (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
ASSETS | ||||
INVENTORIES | $ 1,696,084 | $ 1,416,435 | $ 1,425,892 | $ 1,360,451 |
INVESTMENT IN UNCONSOLIDATED ENTITIES | 532,899 | 533,074 | 530,007 | |
INTANGIBLE ASSET, NET—RELATED PARTY | 95,917 | 108,373 | 127,593 | |
Related party assets | 61,039 | 41,490 | 3,158 | |
Other Assets | 9,179 | 8,301 | 7,585 | |
LIABILITIES: | ||||
Accounts payable and other liabilities | 161,139 | 165,898 | 167,620 | |
Related party liabilities | 178,540 | 177,185 | 186,670 | |
Capital [Abstract] | ||||
Retained earnings | 33,811 | 68,525 | 57,841 | |
Noncontrolling interests | 1,261,491 | 1,334,169 | 1,320,208 | |
Calculated under Revenue Guidance in Effect before Topic 606 | ||||
ASSETS | ||||
INVENTORIES | 1,698,630 | 1,425,892 | ||
INVESTMENT IN UNCONSOLIDATED ENTITIES | 529,596 | 530,007 | ||
INTANGIBLE ASSET, NET—RELATED PARTY | 127,593 | 127,593 | ||
Related party assets | 11,205 | 3,158 | ||
Other Assets | 8,522 | 7,585 | ||
LIABILITIES: | ||||
Accounts payable and other liabilities | 162,588 | 167,620 | ||
Related party liabilities | 187,873 | 186,670 | ||
Capital [Abstract] | ||||
Retained earnings | 20,210 | 57,841 | ||
Noncontrolling interests | 1,244,738 | $ 1,320,208 | ||
Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 | ||||
ASSETS | ||||
INVENTORIES | (2,546) | (9,457) | ||
INVESTMENT IN UNCONSOLIDATED ENTITIES | 3,303 | 3,067 | ||
INTANGIBLE ASSET, NET—RELATED PARTY | (31,676) | (19,220) | ||
Related party assets | 49,834 | 38,332 | ||
Other Assets | 657 | 716 | ||
LIABILITIES: | ||||
Accounts payable and other liabilities | (1,449) | (1,722) | ||
Related party liabilities | (9,333) | (9,485) | ||
Capital [Abstract] | ||||
Retained earnings | 13,601 | 10,684 | ||
Noncontrolling interests | $ 16,753 | $ 13,961 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Effect of Changes to Condensed Consolidated Statement of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Decrease in restricted cash and certificates of deposits | $ 0 | $ 0 |
NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | 785,298 | (47,927) |
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period | 64,647 | 112,574 |
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH—End of period | 849,945 | 64,647 |
Previously Reported | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Decrease in restricted cash and certificates of deposits | 876 | 1,574 |
NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | 786,174 | (46,353) |
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period | 62,304 | 108,657 |
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH—End of period | 848,478 | 62,304 |
Accounting Standards Update 2016-18 | Restatement Adjustment | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Decrease in restricted cash and certificates of deposits | (876) | (1,574) |
NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (876) | (1,574) |
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period | 2,343 | 3,917 |
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH—End of period | $ 1,467 | $ 2,343 |
Revenue Impact of New Revenue S
Revenue Impact of New Revenue Standard on Condensed Consolidated Financial Statements (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2018 | |
REVENUES: | ||||||||||||
Revenue from customers | $ 46,616 | |||||||||||
COSTS AND EXPENSES: | ||||||||||||
EQUITY IN (LOSS) EARNINGS FROM UNCONSOLIDATED ENTITIES | (2,163) | $ 5,776 | $ (1,356) | |||||||||
Segment profit (loss)/net profit (loss) | (67,945) | 24,196 | (96,617) | |||||||||
LESS NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (33,231) | (49,039) | (63,351) | |||||||||
Net (loss) income attributable to the Company | $ (14,303) | $ (10,019) | $ (5,160) | $ (5,232) | $ 95,327 | $ (4,467) | $ (9,783) | $ (7,842) | (34,714) | 73,235 | (33,266) | |
ASSETS | ||||||||||||
INVENTORIES | 1,696,084 | 1,425,892 | 1,696,084 | 1,425,892 | 1,360,451 | $ 1,416,435 | ||||||
INVESTMENT IN UNCONSOLIDATED ENTITIES | 532,899 | 530,007 | 532,899 | 530,007 | 533,074 | |||||||
INTANGIBLE ASSET, NET—RELATED PARTY | 95,917 | 127,593 | 95,917 | 127,593 | 108,373 | |||||||
RELATED PARTY ASSETS | 61,039 | 3,158 | 61,039 | 3,158 | 41,490 | |||||||
OTHER ASSETS | 9,179 | 7,585 | 9,179 | 7,585 | 8,301 | |||||||
LIABILITIES: | ||||||||||||
Accounts payable and other liabilities | 161,139 | 167,620 | 161,139 | 167,620 | 165,898 | |||||||
Related party liabilities | 178,540 | 186,670 | 178,540 | 186,670 | 177,185 | |||||||
Capital [Abstract] | ||||||||||||
Retained earnings | 33,811 | 57,841 | 33,811 | 57,841 | 68,525 | |||||||
Noncontrolling interests | 1,261,491 | 1,320,208 | 1,261,491 | 1,320,208 | 1,334,169 | |||||||
Calculated under Revenue Guidance in Effect before Topic 606 | ||||||||||||
COSTS AND EXPENSES: | ||||||||||||
EQUITY IN (LOSS) EARNINGS FROM UNCONSOLIDATED ENTITIES | (2,399) | |||||||||||
Segment profit (loss)/net profit (loss) | (73,654) | |||||||||||
LESS NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (36,023) | |||||||||||
Net (loss) income attributable to the Company | (37,631) | |||||||||||
ASSETS | ||||||||||||
INVENTORIES | 1,698,630 | 1,425,892 | 1,698,630 | 1,425,892 | ||||||||
INVESTMENT IN UNCONSOLIDATED ENTITIES | 529,596 | 530,007 | 529,596 | 530,007 | ||||||||
INTANGIBLE ASSET, NET—RELATED PARTY | 127,593 | 127,593 | 127,593 | 127,593 | ||||||||
RELATED PARTY ASSETS | 11,205 | 3,158 | 11,205 | 3,158 | ||||||||
OTHER ASSETS | 8,522 | 7,585 | 8,522 | 7,585 | ||||||||
LIABILITIES: | ||||||||||||
Accounts payable and other liabilities | 162,588 | 167,620 | 162,588 | 167,620 | ||||||||
Related party liabilities | 187,873 | 186,670 | 187,873 | 186,670 | ||||||||
Capital [Abstract] | ||||||||||||
Retained earnings | 20,210 | 57,841 | 20,210 | 57,841 | ||||||||
Noncontrolling interests | 1,244,738 | $ 1,320,208 | 1,244,738 | 1,320,208 | ||||||||
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | ||||||||||||
COSTS AND EXPENSES: | ||||||||||||
EQUITY IN (LOSS) EARNINGS FROM UNCONSOLIDATED ENTITIES | 236 | |||||||||||
Segment profit (loss)/net profit (loss) | 5,709 | |||||||||||
LESS NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 2,792 | |||||||||||
Net (loss) income attributable to the Company | 2,917 | |||||||||||
ASSETS | ||||||||||||
INVENTORIES | (2,546) | (2,546) | (9,457) | |||||||||
INVESTMENT IN UNCONSOLIDATED ENTITIES | 3,303 | 3,303 | 3,067 | |||||||||
INTANGIBLE ASSET, NET—RELATED PARTY | (31,676) | (31,676) | (19,220) | |||||||||
RELATED PARTY ASSETS | 49,834 | 49,834 | 38,332 | |||||||||
OTHER ASSETS | 657 | 657 | 716 | |||||||||
LIABILITIES: | ||||||||||||
Accounts payable and other liabilities | (1,449) | (1,449) | (1,722) | |||||||||
Related party liabilities | (9,333) | (9,333) | (9,485) | |||||||||
Capital [Abstract] | ||||||||||||
Retained earnings | 13,601 | 13,601 | 10,684 | |||||||||
Noncontrolling interests | $ 16,753 | 16,753 | $ 13,961 | |||||||||
Land sales | ||||||||||||
REVENUES: | ||||||||||||
Revenue from customers | 133 | 17,257 | 9,561 | |||||||||
COSTS AND EXPENSES: | ||||||||||||
Cost of goods and services sold | (165) | 84,659 | 356 | |||||||||
Land sales | Calculated under Revenue Guidance in Effect before Topic 606 | ||||||||||||
REVENUES: | ||||||||||||
Revenue from customers | 486 | |||||||||||
COSTS AND EXPENSES: | ||||||||||||
Cost of goods and services sold | (378) | |||||||||||
Land sales | Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | ||||||||||||
REVENUES: | ||||||||||||
Revenue from customers | (353) | |||||||||||
COSTS AND EXPENSES: | ||||||||||||
Cost of goods and services sold | 213 | |||||||||||
Management services | ||||||||||||
COSTS AND EXPENSES: | ||||||||||||
Cost of goods and services sold | 23,962 | 10,791 | 9,122 | |||||||||
Management services | Calculated under Revenue Guidance in Effect before Topic 606 | ||||||||||||
COSTS AND EXPENSES: | ||||||||||||
Cost of goods and services sold | 11,506 | |||||||||||
Management services | Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | ||||||||||||
COSTS AND EXPENSES: | ||||||||||||
Cost of goods and services sold | 12,456 | |||||||||||
Operating properties | ||||||||||||
REVENUES: | ||||||||||||
Revenue from customers | 6,981 | |||||||||||
COSTS AND EXPENSES: | ||||||||||||
Cost of goods and services sold | 5,077 | 11,450 | 10,656 | |||||||||
Operating properties | Calculated under Revenue Guidance in Effect before Topic 606 | ||||||||||||
REVENUES: | ||||||||||||
Revenue from customers | 6,667 | |||||||||||
COSTS AND EXPENSES: | ||||||||||||
Cost of goods and services sold | 4,935 | |||||||||||
Operating properties | Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | ||||||||||||
REVENUES: | ||||||||||||
Revenue from customers | 314 | |||||||||||
COSTS AND EXPENSES: | ||||||||||||
Cost of goods and services sold | 142 | |||||||||||
Affiliated Entity | Land sales | ||||||||||||
REVENUES: | ||||||||||||
Revenue from customers | 900 | 87,556 | 2,512 | |||||||||
Affiliated Entity | Land sales | Calculated under Revenue Guidance in Effect before Topic 606 | ||||||||||||
REVENUES: | ||||||||||||
Revenue from customers | 497 | |||||||||||
Affiliated Entity | Land sales | Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | ||||||||||||
REVENUES: | ||||||||||||
Revenue from customers | 403 | |||||||||||
Affiliated Entity | Management services | ||||||||||||
REVENUES: | ||||||||||||
Revenue from customers | 40,976 | 22,517 | 16,856 | |||||||||
COSTS AND EXPENSES: | ||||||||||||
Cost of goods and services sold | 0 | $ 0 | $ 1,716 | |||||||||
Affiliated Entity | Management services | Calculated under Revenue Guidance in Effect before Topic 606 | ||||||||||||
REVENUES: | ||||||||||||
Revenue from customers | 23,055 | |||||||||||
Affiliated Entity | Management services | Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | ||||||||||||
REVENUES: | ||||||||||||
Revenue from customers | $ 17,921 |
Revenue Disaggregation of Reven
Revenue Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue from customers | $ 46,616 | ||||||||||
Revenues | $ 7,945 | $ 12,988 | $ 13,090 | $ 14,967 | $ 22,263 | $ 11,619 | $ 13,246 | $ 92,303 | 48,990 | $ 139,431 | $ 39,368 |
Land sales | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue from customers | 1,033 | ||||||||||
Management Services | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue from customers | 40,976 | ||||||||||
Operating properties | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue from customers | 4,607 | ||||||||||
Operating properties leasing revenues | 2,374 | ||||||||||
Newhall | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue from customers | 4,027 | ||||||||||
Revenues | 6,401 | ||||||||||
Newhall | Land sales | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue from customers | 149 | ||||||||||
Newhall | Management Services | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue from customers | 0 | ||||||||||
Newhall | Operating properties | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue from customers | 3,878 | ||||||||||
Operating properties leasing revenues | 2,374 | ||||||||||
San Francisco | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue from customers | 6,010 | ||||||||||
Revenues | 6,010 | ||||||||||
San Francisco | Land sales | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue from customers | 884 | ||||||||||
San Francisco | Management Services | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue from customers | 4,397 | ||||||||||
San Francisco | Operating properties | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue from customers | 729 | ||||||||||
Operating properties leasing revenues | 0 | ||||||||||
Great Park | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue from customers | 35,090 | ||||||||||
Revenues | 35,090 | ||||||||||
Great Park | Land sales | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue from customers | 0 | ||||||||||
Great Park | Management Services | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue from customers | 35,090 | ||||||||||
Great Park | Operating properties | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue from customers | 0 | ||||||||||
Operating properties leasing revenues | 0 | ||||||||||
Commercial | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue from customers | 1,489 | ||||||||||
Revenues | 1,489 | ||||||||||
Commercial | Land sales | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue from customers | 0 | ||||||||||
Commercial | Management Services | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue from customers | 1,489 | ||||||||||
Commercial | Operating properties | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue from customers | 0 | ||||||||||
Operating properties leasing revenues | $ 0 |
Revenue Additional Information
Revenue Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Capitalized Contract Cost [Line Items] | ||
Contract assets | $ 50.6 | $ 39 |
Increase from revenue recognized | 11.6 | |
Increase in contract assets | 18.6 | |
Contract asset balance, variance cash consideration component | 7 | |
Great Park | ||
Capitalized Contract Cost [Line Items] | ||
Revenue, remaining performance obligation, amount | $ 56 |
Acquisitions and Disposals - Na
Acquisitions and Disposals - Narrative (Details) $ / shares in Units, $ in Thousands | May 02, 2016USD ($)installment_paymentsclass$ / sharesshares | Jan. 31, 2018USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($)class | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||||||
Right to exchange, conversion ratio | 1 | ||||||
Number of classes of membership units | class | 2 | ||||||
Renewal term | 3 years | ||||||
Additional renewal term | 2 years | ||||||
Proceeds from sale of golf club operating properties | $ 5,700 | ||||||
Gain on sale of golf course operating propertiesperties | $ 6,700 | $ 6,700 | $ 0 | $ 0 | |||
Mall Venture | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of equity ownership | 49.90% | ||||||
Affiliated Entity | Contract asset | |||||||
Business Acquisition [Line Items] | |||||||
Number of installment payments | installment_payments | 4 | ||||||
Second installment payable (in days) | 90 days | ||||||
Third installment payable (in days) | 180 days | ||||||
Final installment payable (in days) | 270 days | ||||||
Affiliated Entity | Legacy Incentive Compensation Receivable | |||||||
Business Acquisition [Line Items] | |||||||
Related party payment received | $ 58,300 | ||||||
Distributions to holders of Class B interests | $ 58,300 | ||||||
The San Francisco Venture | |||||||
Business Acquisition [Line Items] | |||||||
Units issued/issuable in consideration (in shares) | shares | 37,857,783 | ||||||
Capital commitment from seller | $ 120,000 | ||||||
Incentive compensation obligation | 117,410 | ||||||
Closing cash adjustments | 14,600 | ||||||
Macerich note | $ 65,130 | ||||||
Number of classes of membership units | class | 2 | ||||||
Estimated fair value per Class A Common Unit of the Operating Company | $ / shares | $ 23.61 | ||||||
The San Francisco Venture | CPHP Development, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Incentive compensation obligation | $ 102,700 | ||||||
The San Francisco Venture | Class A Units | |||||||
Business Acquisition [Line Items] | |||||||
Units issued/issuable in consideration (in shares) | shares | 378,578 | ||||||
The San Francisco Venture | Affiliated Entity | Five Point Operating Company, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of distributions entitled to receive | 99.00% | ||||||
The San Francisco Venture | Affiliated Entity | Class A Units | Five Point Operating Company, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Units issued/issuable in consideration (in shares) | shares | 378,578 | ||||||
Equity interests acquired in exchange (in shares) | shares | 378,578 | ||||||
The San Francisco Venture | Affiliated Entity | Acquisition-related Costs | |||||||
Business Acquisition [Line Items] | |||||||
Transaction costs | $ 1,800 | ||||||
The Management Company | |||||||
Business Acquisition [Line Items] | |||||||
Units issued/issuable in consideration (in shares) | shares | 7,347,790 | ||||||
Incentive compensation obligation | $ 81,996 | ||||||
Estimated fair value per Class A Common Unit of the Operating Company | $ / shares | $ 23.61 | ||||||
The Management Company | Management Company Joint Venture | FPC-HF Venture I | |||||||
Business Acquisition [Line Items] | |||||||
Incentive compensation rights sold (percent) | 12.50% | ||||||
Ownership percentage by minority owners | 12.50% | ||||||
Incentive compensation rights contributed, legacy (percent) | 12.50% | 12.50% | |||||
The Management Company | Management Company Joint Venture | FPL | |||||||
Business Acquisition [Line Items] | |||||||
Amount awarded to management company | 2.48% | ||||||
The Management Company | Affiliated Entity | Five Point Operating Company, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Incentive compensation rights, non-legacy (percent) | 12.50% | ||||||
The Management Company | Affiliated Entity | Five Point Operating Company, LLC | Operating Company | |||||||
Business Acquisition [Line Items] | |||||||
Incentive compensation obligation | $ 14,100 |
Acquisitions and Disposals - Co
Acquisitions and Disposals - Consideration Transferred (Details) $ / shares in Units, $ in Thousands | May 02, 2016USD ($)$ / sharesshares |
The San Francisco Venture | |
Business Acquisition [Line Items] | |
Units issued/issuable in consideration (in shares) | shares | 37,857,783 |
Estimated fair value per Class A Common Unit of the Operating Company | $ / shares | $ 23.61 |
Total equity consideration | $ 893,856 |
Add: contingent consideration | 64,870 |
Less: capital commitment from seller | (120,000) |
Total consideration issued for the San Francisco Venture | $ 838,726 |
The San Francisco Venture | Class A Units | |
Business Acquisition [Line Items] | |
Units issued/issuable in consideration (in shares) | shares | 378,578 |
The Management Company | |
Business Acquisition [Line Items] | |
Units issued/issuable in consideration (in shares) | shares | 7,347,790 |
Estimated fair value per Class A Common Unit of the Operating Company | $ / shares | $ 23.61 |
Total equity consideration | $ 173,488 |
Add: available cash distribution | 450 |
Total consideration issued for the San Francisco Venture | $ 173,938 |
The Management Company | Common Class A | |
Business Acquisition [Line Items] | |
Units issued/issuable in consideration (in shares) | shares | 798,161 |
Five Point Operating Company, LLC | The San Francisco Venture | Class A Units | |
Business Acquisition [Line Items] | |
Units issued/issuable in consideration (in shares) | shares | 37,479,205 |
Five Point Operating Company, LLC | The Management Company | Class A Units | |
Business Acquisition [Line Items] | |
Units issued/issuable in consideration (in shares) | shares | 6,549,629 |
Acquisitions and Disposals - As
Acquisitions and Disposals - Assets Acquired and Liabilities Assumed (Details) $ in Thousands | May 02, 2016USD ($) |
The San Francisco Venture | |
Assets acquired: | |
Inventories | $ 1,038,154 |
Other assets | 827 |
Liabilities assumed: | |
Macerich Note | (65,130) |
Accounts payable | (17,715) |
Related party liabilities | (117,410) |
Net assets acquired | 838,726 |
Adjustment to equity consideration, net (see table above) | 55,130 |
Total equity consideration | 893,856 |
Noncontrolling interest in the San Francisco Venture | 884,917 |
The Management Company | |
Assets acquired: | |
Investment in FPL | 70,000 |
Intangible asset | 129,705 |
Cash | 3,664 |
Prepaid expenses and other current assets | 328 |
Liabilities assumed: | |
Other liabilities | (2,397) |
Related party liabilities | (81,996) |
Accrued employee benefits | (6,880) |
Net assets acquired | 173,938 |
Total equity consideration | 173,488 |
The Management Company | Legacy Incentive Compensation Receivable | |
Assets acquired: | |
Related party receivables | 56,232 |
The Management Company | Related Party Receivables | |
Assets acquired: | |
Related party receivables | $ 5,282 |
Acquisitions and Disposals - Pr
Acquisitions and Disposals - Pro Forma Information (Details) - The Management Company and The San Francisco Venture $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Business Acquisition [Line Items] | |
Revenue | $ 15,223 |
Loss | $ (11,992) |
Investment In Unconsolidated _3
Investment In Unconsolidated Entities - Narrative (Details) | Aug. 10, 2017USD ($) | Aug. 04, 2017USD ($)individual | May 02, 2016USD ($) | Jul. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Schedule of Equity Method Investments [Line Items] | |||||||
Capital contribution to Gateway Capital Venture | $ 8,438,000 | $ 106,500,000 | $ 0 | ||||
Distribution from Gateway Commercial Venture | 6,450,000 | 0 | $ 0 | ||||
Great Park | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Distribution to certain interest holders, aggregate | $ 355,000,000 | ||||||
FPOVHI Member, LLC | Five Point Office Venture Holdings I, LLC Acquisition | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Purchase price | $ 106,500,000 | ||||||
Percentage interest in venture | 75.00% | ||||||
Number of individuals entitled to be appointed to executive committee | individual | 2 | ||||||
Gateway Commercial Venture | Broadcom Campus | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Purchase price | $ 443,000,000 | ||||||
Five Point Office Venture I, LLC | Mortgage Loan Agreement | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Debt financing | 291,200,000 | ||||||
Debt financing, additional financing | $ 48,000,000 | ||||||
Great Park | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Distributions entitled to be received | $ 476,000,000 | ||||||
Potential additional distributions entitled to be received | $ 89,000,000 | ||||||
Percentage of equity ownership | 37.50% | 37.50% | |||||
Stock issued to acquire investments (in shares) | $ 17,749,756 | ||||||
Unamortized basis difference | $ 114,200,000 | $ 128,863,000 | $ 132,111,000 | ||||
Gateway Commercial Venture | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Percentage of equity ownership | 75.00% | ||||||
Capital contribution to Gateway Capital Venture | $ 8,400,000 | ||||||
Gateway Commercial Venture | Five Point Office Venture I, LLC | Mortgage Loan Agreement | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Distribution from Gateway Commercial Venture | $ 6,500,000 |
Investment In Unconsolidated _4
Investment In Unconsolidated Entities - Summarized Statement of Operations (Details) - USD ($) $ in Thousands | 2 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Equity Method Investment, Summarized Financial Information, Income Statement [Abstract] | ||||
Equity in (loss) earnings from Great Park Venture | $ (2,163) | $ 5,776 | $ (1,356) | |
Great Park | ||||
Equity Method Investment, Summarized Financial Information, Income Statement [Abstract] | ||||
Land sale revenues | 175,689 | 480,934 | 22,505 | |
Cost of land sales | (118,115) | (339,100) | (12,093) | |
Other costs and expenses | (54,506) | (105,772) | (82,392) | |
Net income (loss) of Great Park Venture | 3,068 | 36,062 | (71,980) | |
The Company’s share of net income (loss) | 1,151 | 13,523 | (26,992) | |
Basis difference (amortization) accretion | (2,057) | (7,763) | 25,636 | |
Equity in (loss) earnings from Great Park Venture | (906) | $ 5,760 | $ (1,356) | |
Gateway Commercial Venture | ||||
Equity Method Investment, Summarized Financial Information, Income Statement [Abstract] | ||||
Rental revenues | $ 9,245 | 26,580 | ||
Rental operating and other expenses | (1,091) | (4,963) | ||
Depreciation and amortization | (4,504) | (11,730) | ||
Interest expense | (3,629) | (11,563) | ||
Net income (loss) of Great Park Venture | 21 | (1,676) | ||
Equity in (loss) earnings from Great Park Venture | $ 16 | |||
Gateway Commercial Venture | Gateway Commercial Venture | ||||
Equity Method Investment, Summarized Financial Information, Income Statement [Abstract] | ||||
Equity in (loss) earnings from Great Park Venture | $ (1,257) |
Investment In Unconsolidated _5
Investment In Unconsolidated Entities - Summarized Balance Sheet Data (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | May 02, 2016 |
Equity Method Investment, Summarized Financial Information, Liabilities and Equity [Abstract] | ||||
The Company’s investment in the Great Park Venture | $ 532,899 | $ 533,074 | $ 530,007 | |
Great Park | ||||
Equity Method Investment, Summarized Financial Information, Assets [Abstract] | ||||
Inventories | 1,059,717 | 1,089,513 | ||
Cash and cash equivalents | 60,663 | 336,313 | ||
Receivable and other assets | 33,836 | 21,778 | ||
Total assets | 1,154,216 | 1,447,604 | ||
Equity Method Investment, Summarized Financial Information, Liabilities and Equity [Abstract] | ||||
Accounts payable and other liabilities | 152,809 | 225,588 | ||
Redeemable Legacy Interests | 209,967 | 445,000 | ||
Capital (Percentage Interest) | 791,440 | 777,016 | ||
Total liabilities and capital | 1,154,216 | 1,447,604 | ||
The Company’s share of capital in Great Park Venture | 296,790 | 291,381 | ||
Unamortized basis difference | 128,863 | 132,111 | $ 114,200 | |
The Company’s investment in the Great Park Venture | 425,653 | 423,492 | ||
Gateway Commercial Venture | ||||
Equity Method Investment, Summarized Financial Information, Assets [Abstract] | ||||
Real estate and related intangible assets, net | 464,123 | 448,795 | ||
Other assets | 14,833 | 7,211 | ||
Total assets | 478,956 | 456,006 | ||
Equity Method Investment, Summarized Financial Information, Liabilities and Equity [Abstract] | ||||
Notes payable, net | 295,440 | 286,795 | ||
Other liabilities, net | 40,521 | 27,190 | ||
Capital (Percentage Interest) | 142,995 | 142,021 | ||
Total liabilities and capital | 478,956 | 456,006 | ||
The Company’s investment in the Great Park Venture | $ 107,246 | $ 106,516 |
Noncontrolling Interests (Detai
Noncontrolling Interests (Details) shares in Millions, $ in Millions | Feb. 13, 2019USD ($)shares | May 02, 2016class | Jun. 30, 2018 | Dec. 31, 2018class |
Noncontrolling Interest [Line Items] | ||||
Holding period for right to exchange | 12 months | |||
Right to exchange, conversion ratio | 1 | |||
Number of classes of membership units | class | 2 | |||
The San Francisco Venture | ||||
Noncontrolling Interest [Line Items] | ||||
Holding period for right to exchange | 12 months | |||
Number of classes of membership units | class | 2 | |||
Unitholder request for redemption, minimum ownership (percent) | 50.10% | |||
Conversion of Class B Common Shares Into Class A Common Shares | ||||
Noncontrolling Interest [Line Items] | ||||
Conversion of common shares, ratio | 0.0003 | |||
Five Point Operating Company, LLC | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interest percentage of outstanding common units | 38.30% | |||
Five Point Operating Company, LLC | Affiliated Entity | Class A Units | ||||
Noncontrolling Interest [Line Items] | ||||
Ownership percentage of outstanding common units | 61.70% | |||
Five Point Operating Company, LLC | Affiliated Entity | Capital Unit, Class B | ||||
Noncontrolling Interest [Line Items] | ||||
Ownership percentage of outstanding common units | 100.00% | |||
Subsequent Event | San Francisco Venture | ||||
Noncontrolling Interest [Line Items] | ||||
Authorized contribution amount | $ 25 | |||
Maximum amount payable, class C units | 25 | |||
Infrastructure development costs | 25 | |||
Lennar Corporation | Subsequent Event | San Francisco Venture | ||||
Noncontrolling Interest [Line Items] | ||||
Authorized contribution amount | $ 25 | |||
Issuance of units for new class of membership | shares | 25 |
Consolidated Variable Interes_2
Consolidated Variable Interest Entity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Variable Interest Entity [Line Items] | ||
Payable pursuant to tax receivable agreement | $ 169,509 | $ 152,475 |
The San Francisco Venture | ||
Variable Interest Entity [Line Items] | ||
Distributions (percent) | 99.00% | |
Variable Interest Entity, Primary Beneficiary | The San Francisco Venture | ||
Variable Interest Entity [Line Items] | ||
Combined assets | $ 1,151,400 | 1,074,100 |
Inventories | 1,137,000 | 1,063,900 |
Cash | 12,300 | 8,400 |
Combined liabilities | 260,800 | 269,200 |
Related party liabilities | 168,900 | 177,400 |
Notes payable | 65,100 | 65,100 |
Variable Interest Entity, Primary Beneficiary | Five Point Communities, LP and FLP | ||
Variable Interest Entity [Line Items] | ||
Combined assets | 745,300 | 543,500 |
Inventories | 559,100 | 361,900 |
Related party assets | 54,300 | 3,100 |
Cash | 100 | 12,300 |
Combined liabilities | 118,100 | 131,000 |
Related party liabilities | 9,500 | 9,100 |
Intangibles | 95,900 | 127,600 |
Accounts payable | $ 108,600 | $ 117,100 |
Properties and Equipment, Net_2
Properties and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Total properties and equipment | $ 37,141 | $ 34,579 | |
Accumulated depreciation | (5,464) | (4,923) | |
Properties and equipment, net | 31,677 | 29,656 | |
Depreciation expense | 800 | 1,100 | $ 1,000 |
Agriculture operating properties and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total properties and equipment | 29,975 | 29,689 | |
Other | |||
Property, Plant and Equipment [Line Items] | |||
Total properties and equipment | $ 7,166 | $ 4,890 |
Intangible Asset, Net_Related_3
Intangible Asset, Net—Related Party (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | $ 129,705 | $ 129,705 | |
Accumulated amortization | (33,788) | (2,112) | |
Net book value | 95,917 | $ 108,373 | $ 127,593 |
Amortization expense | $ 12,500 | ||
Accounting Standards Update 2014-09 | |||
Finite-Lived Intangible Assets [Line Items] | |||
Accumulated amortization | $ (19,200) |
Related Party Transactions - Re
Related Party Transactions - Related Party Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | |||
Related party assets | $ 61,039 | $ 41,490 | $ 3,158 |
Related party liabilities | 178,540 | $ 177,185 | 186,670 |
Contract asset | |||
Related Party Transaction [Line Items] | |||
Related party assets | 49,834 | 0 | |
Prepaid rent | |||
Related Party Transaction [Line Items] | |||
Related party assets | 5,972 | 0 | |
Other Related Party Assets | |||
Related Party Transaction [Line Items] | |||
Related party assets | 5,233 | 3,158 | |
EB-5 loan reimbursements | |||
Related Party Transaction [Line Items] | |||
Related party liabilities | 102,692 | 102,692 | |
Contingent consideration—Mall Venture project property | |||
Related Party Transaction [Line Items] | |||
Related party liabilities | 64,870 | 64,870 | |
Deferred land sale revenue | |||
Related Party Transaction [Line Items] | |||
Related party liabilities | 0 | 9,860 | |
Payable to holders of Management Company’s Class B interests | |||
Related Party Transaction [Line Items] | |||
Related party liabilities | 9,000 | 9,000 | |
Other | |||
Related Party Transaction [Line Items] | |||
Related party liabilities | $ 1,978 | $ 248 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) ft² in Thousands, $ in Thousands | Jan. 01, 2019shares | Jan. 03, 2017USD ($) | May 02, 2016USD ($) | Jan. 31, 2017USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($)aproperties | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($)ft²properties | Jan. 01, 2018USD ($) |
Related Party Transaction [Line Items] | |||||||||
Related party assets | $ 61,039 | $ 3,158 | $ 41,490 | ||||||
Contract assets | 50,600 | 39,000 | |||||||
Revenue from related parties | 4,400 | 5,800 | |||||||
Related party liabilities | 178,540 | 186,670 | 177,185 | ||||||
Payment made to related parties | $ (1,355) | 34,487 | $ 15,518 | ||||||
Great Park | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of equity ownership | 37.50% | 37.50% | |||||||
Contract asset | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party assets | $ 49,834 | 0 | |||||||
EB-5 loan reimbursements | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party liabilities | 102,692 | 102,692 | |||||||
Contingent consideration—Mall Venture project property | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party liabilities | $ 64,870 | 64,870 | |||||||
Percentage of equity ownership | 49.90% | ||||||||
Payable to holders of Management Company’s Class B interests | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party liabilities | $ 9,000 | 9,000 | |||||||
Other Related Party Assets | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party assets | 5,233 | 3,158 | |||||||
Other Related Party Assets | Great Park | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party assets | 1,800 | ||||||||
Affiliated Entity | Legacy Incentive Compensation Receivable | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party payment received | 58,300 | ||||||||
Distributions to holders of Legacy Interests | $ 58,300 | ||||||||
Affiliated Entity | Payable to holders of Management Company’s Class B interests | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payment made to related parties | $ 43,100 | ||||||||
Affiliated Entity | Transition services agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party assets | 100 | ||||||||
Related party liabilities | 200 | ||||||||
Costs incurred for office space licensing and transaction services | 1,400 | 1,800 | 1,000 | ||||||
Affiliated Entity | San Francisco Bay Area Development Management Agreements | |||||||||
Related Party Transaction [Line Items] | |||||||||
Revenue from related parties | $ 3,500 | ||||||||
Affiliated Entity | Gateway Commercial Venture | |||||||||
Related Party Transaction [Line Items] | |||||||||
Contract assets | 200 | ||||||||
Revenue from related parties | 1,500 | 500 | |||||||
Prepaid rent | $ 6,000 | ||||||||
Affiliated Entity | Candlestick Point Purchase and Sale Agreement Number One | |||||||||
Related Party Transaction [Line Items] | |||||||||
Area of land (in acres) | a | 3.6 | ||||||||
Number of properties | properties | 390 | ||||||||
Affiliated Entity | Candlestick Point Purchase and Sale Agreements | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from sale | $ 91,400 | ||||||||
Deferred revenue | 9,900 | 9,900 | |||||||
Affiliated Entity | Entitlement Transfer Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of properties | properties | 172 | ||||||||
Area of retail space (in sq ft) | ft² | 70 | ||||||||
Affiliated Entity | Development Management Agreement between Newhall Land and Management Company | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party assets | $ 3,000 | 2,900 | |||||||
Revenue from related parties | 35,100 | 16,200 | $ 13,300 | ||||||
Equity Method Investee | Legacy Incentive Compensation Receivable | Great Park | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party payment received | $ 43,100 | $ 15,200 | |||||||
Related party assets | $ 9,000 | ||||||||
Percentage of distributions | 9.00% | ||||||||
Distributions to holders of Legacy Interests | $ 565,000 | ||||||||
Equity Method Investee | Development Management Agreement between Newhall Land and Management Company | |||||||||
Related Party Transaction [Line Items] | |||||||||
Maximum contingency amount | $ 9,000 | ||||||||
Contract assets | 47,700 | $ 29,400 | |||||||
Limited Liability Company | EB-5 loan reimbursements | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party liabilities | 102,700 | 102,700 | |||||||
Interest cost | $ 4,200 | $ 4,200 | |||||||
Weighted average interest rate | 4.10% | ||||||||
Principal payments, due in next twelve months | $ 39,400 | ||||||||
Principal payments, due in year two | $ 63,300 | ||||||||
Class A Units | Subsequent Event | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock issued (in shares) | shares | 436,498 | ||||||||
Class A Units | Subsequent Event | Contingent consideration—Mall Venture project property | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock issued (in shares) | shares | 436,498 |
Notes Payable, Net - Notes Paya
Notes Payable, Net - Notes Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Notes payable | $ 557,004 | $ 560,618 |
Unamortized debt issuance costs and discount | (8,126) | (9,512) |
Notes Payable | Macerich Note | ||
Debt Instrument [Line Items] | ||
Notes payable | 65,130 | 65,130 |
Notes Payable | Settlement Note | ||
Debt Instrument [Line Items] | ||
Notes payable | 0 | 5,000 |
Senior Notes | 7.875 % Senior Notes due 2025 | ||
Debt Instrument [Line Items] | ||
Notes payable | $ 500,000 | $ 500,000 |
Notes Payable, Net - Narrative
Notes Payable, Net - Narrative (Details) | Nov. 13, 2014USD ($) | Apr. 30, 2018USD ($) | Nov. 30, 2017USD ($) | Dec. 31, 2018USD ($)option | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jun. 30, 2018 | May 02, 2016USD ($) | Apr. 30, 2011USD ($) |
Debt Instrument [Line Items] | |||||||||
Proceeds from senior notes offering | $ 0 | $ 500,000,000 | $ 0 | ||||||
Outstanding letters of credit | 2,400,000 | 2,400,000 | |||||||
Senior Notes | 7.875 % Senior Notes due 2025 | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount | $ 500,000,000 | ||||||||
Interest rate (percent) | 7.875% | 7.875% | |||||||
Par value issuance (percent) | 100.00% | ||||||||
Proceeds from senior notes offering | $ 490,700,000 | ||||||||
Interest costs incurred on notes | 39,800,000 | 4,600,000 | |||||||
Percentage of aggregate principal redeemed (up to) | 35.00% | ||||||||
Redemption price (percent) | 107.875% | ||||||||
Senior Notes | 7.875 % Senior Notes due 2025 | Debt Instrument, Redemption, Period One | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price (percent) | 100.00% | ||||||||
Notes Payable | Macerich Note | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest costs incurred on notes | 11,100,000 | ||||||||
Concurrent contribution payment | $ 5,500,000 | ||||||||
Promissory note issued | $ 65,100,000 | $ 65,100,000 | |||||||
Notes Payable | Macerich Note | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (percent) | 2.00% | ||||||||
Interest rate during period (percent) | 5.01% | ||||||||
Notes Payable | Settlement Note | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount | $ 12,500,000 | ||||||||
Imputed interest rate | 12.80% | ||||||||
Capitalized amortization expense | $ 300,000 | $ 500,000 | $ 700,000 | ||||||
Principal payment | $ 5,000,000 | ||||||||
Unsecured Debt | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Senior unsecured revolving credit facility, maximum borrowing capacity | $ 125,000,000 | ||||||||
Number of options to extend | option | 1 | ||||||||
Outstanding letters of credit | $ 1,000,000 | ||||||||
Unsecured Debt | LIBOR | Revolving Credit Facility | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (percent) | 1.75% | ||||||||
Unsecured Debt | LIBOR | Revolving Credit Facility | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (percent) | 2.00% |
Tax Receivable Agreement (Detai
Tax Receivable Agreement (Details) | May 02, 2016 | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Other Liabilities Disclosure [Abstract] | ||||
Percentage of cash savings in income tax | 85.00% | |||
Holding period for stockholders | 12 months | |||
Conversion ratio for stockholders | 1 | |||
Payable pursuant to tax receivable agreement | $ 169,509,000 | $ 152,475,000 | ||
TRA payments | $ 0 | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Rental Payments | |||
2019 | $ 5,790 | ||
2020 | 4,846 | ||
2021 | 5,263 | ||
2022 | 5,420 | ||
2023 | 5,583 | ||
Thereafter | 13,065 | ||
Total | 39,967 | ||
Rental Receipts | |||
2019 | 633 | ||
2020 | 556 | ||
2021 | 193 | ||
2022 | 145 | ||
2023 | 142 | ||
Thereafter | 925 | ||
Total | 2,594 | ||
Rent expense | $ 2,700 | $ 2,700 | $ 1,800 |
Commitments and Contingencies_2
Commitments and Contingencies - Narrative (Details) | Jan. 01, 2019shares | May 02, 2016USD ($)$ / sharesshares | Jan. 31, 2019shares | Jun. 30, 2018plaintiff | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Nov. 13, 2014USD ($) | Jan. 31, 2012USD ($) |
Lessee, Lease, Description [Line Items] | |||||||||
Carrying amount of liability for certain obligations of the settlement | $ 36,500,000 | ||||||||
Remaining estimated maximum potential amount of monetary payments subject to guaranty | 43,300,000 | ||||||||
Aggregate payments for infrastructure project | 0 | $ 0 | $ 0 | ||||||
Outstanding performance bonds | 73,500,000 | 79,900,000 | |||||||
Outstanding letters of credit | 2,400,000 | 2,400,000 | |||||||
Number of plaintiffs | plaintiff | 2 | ||||||||
Letter of Credit | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Restricted cash and certificates of deposit pledged as collateral | 1,400,000 | 1,400,000 | |||||||
Affiliated Entity | CPHP Development, LLC | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Financed construction costs of an interchange project | $ 240,000,000 | ||||||||
Design and construction costs, amount in excess of maximum | 240,000,000 | ||||||||
Notes Payable | Macerich Note | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Promissory note issued | $ 65,100,000 | $ 65,100,000 | |||||||
Los Angeles County | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Financed construction costs of an interchange project | $ 45,800,000 | ||||||||
Aggregate payments for infrastructure project | 37,000,000 | ||||||||
Los Angeles County | Accounts Payable and Other Liabilities | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Construction Payable | 7,600,000 | $ 5,600,000 | |||||||
The San Francisco Venture | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Guaranty of infrastructure obligations, maximum obligation | $ 197,800,000 | ||||||||
The San Francisco Venture | Five Point Operating Company, LLC | Common Class A | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Stock issued (in shares) | shares | 436,498 | ||||||||
The San Francisco Venture | Five Point Operating Company, LLC | Common Class B | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Stock issued (in shares) | shares | 436,498 | ||||||||
The San Francisco Venture | Corporate Joint Venture | Five Point Operating Company, LLC | Common Class A | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Stock issued (in shares) | shares | 2,917,827 | ||||||||
The San Francisco Venture | Corporate Joint Venture | Five Point Operating Company, LLC | Common Class B | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Price per share sold (in usd per share) | $ / shares | $ 0.00633 | ||||||||
Water Purchase Agreement | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Purchase agreement term | 35 years | ||||||||
Purchase agreement optional second term | 35 years | ||||||||
Payment made in current year | $ 1,200,000 | ||||||||
2019 | 1,200,000 | ||||||||
2020 | 1,300,000 | ||||||||
2021 | 1,300,000 | ||||||||
2022 | 1,400,000 | ||||||||
2023 | 1,400,000 | ||||||||
Aggregate annual minimum payments remaining | $ 36,300,000 | ||||||||
Subsequent Event | The San Francisco Venture | Five Point Operating Company, LLC | Common Class A | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Stock issued (in shares) | shares | 436,498 | 436,498 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | May 02, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Noncash or Part Noncash Acquisitions [Line Items] | |||||
Cash paid for interest, all of which was capitalized to inventories | $ 43,892 | $ 4,211 | $ 2,807 | ||
SUPPLEMENTAL CASH FLOW INFORMATION: | |||||
Liabilities assumed by buyer in connection with sale of golf course operating property | 7,795 | 0 | 0 | ||
Class A common shares issued for redemption of noncontrolling interests | 30,088 | 0 | 0 | ||
NONCASH INVESTING AND FINANCING ACTIVITIES: | |||||
Accrued deferred equity and debt offering costs | 0 | 0 | 1,038 | ||
Recognition of TRA liability | 18,963 | 56,216 | 201,845 | ||
Cash and cash equivalents | 495,694 | 848,478 | 62,304 | ||
Restricted cash and certificates of deposit | 1,403 | 1,467 | 2,343 | ||
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows | $ 497,097 | 849,945 | 64,647 | $ 112,574 | |
The Management Company | |||||
NONCASH INVESTING AND FINANCING ACTIVITIES: | |||||
Capital issued | $ 173,488 | ||||
FPC-HF Venture I | Management Company Joint Venture | The Management Company | |||||
NONCASH INVESTING AND FINANCING ACTIVITIES: | |||||
Incentive compensation rights contributed, legacy (percent) | 12.50% | 12.50% | |||
The San Francisco Venture | |||||
NONCASH INVESTING AND FINANCING ACTIVITIES: | |||||
Contingent consideration related to acquisition of the San Francisco Venture | $ 0 | 0 | 64,870 | ||
Capital issued | 0 | 0 | 8,939 | ||
The Management Company | |||||
NONCASH INVESTING AND FINANCING ACTIVITIES: | |||||
Capital issued | 0 | 0 | 173,488 | ||
Great Park | |||||
NONCASH INVESTING AND FINANCING ACTIVITIES: | |||||
Capital issued | 0 | 0 | 419,088 | ||
FPC-HF Venture I | |||||
NONCASH INVESTING AND FINANCING ACTIVITIES: | |||||
Capital issued | $ 0 | $ 0 | $ 14,110 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2018USD ($)building | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($)building | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | May 02, 2016 | |
Segment Reporting Information [Line Items] | ||||||||||||
Number of buildings | building | 4 | 4 | ||||||||||
Number of buildings with one tenant | building | 2 | 2 | ||||||||||
Revenues | $ 7,945 | $ 12,988 | $ 13,090 | $ 14,967 | $ 22,263 | $ 11,619 | $ 13,246 | $ 92,303 | $ 48,990 | $ 139,431 | $ 39,368 | |
Newhall and San Francisco | Lennar Corporation and Other Affiliates | Revenue | Customer Concentration Risk | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | $ 93,400 | $ 6,000 | ||||||||||
Concentration of risk | 67.00% | 15.00% | ||||||||||
Great Park | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 35,090 | |||||||||||
Great Park | Great Park | Revenue | Customer Concentration Risk | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | $ 35,100 | $ 16,200 | $ 13,300 | |||||||||
Concentration of risk | 72.00% | 12.00% | 34.00% | |||||||||
One Tenant Lease | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Lease term | 20 years | 20 years | ||||||||||
Subsidiary Lease | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Lease term | 130 months | 130 months | ||||||||||
Great Park | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Percentage of equity ownership | 37.50% | 37.50% | 37.50% | |||||||||
Revenues | $ 0 | $ 0 | $ 0 | |||||||||
Gateway Commercial Venture | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Percentage of equity ownership | 75.00% | 75.00% | ||||||||||
Revenues | $ 0 | $ 0 | $ 0 |
Segment Reporting - Revenues, P
Segment Reporting - Revenues, Profit (Loss) and Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2018 | |
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | $ 7,945 | $ 12,988 | $ 13,090 | $ 14,967 | $ 22,263 | $ 11,619 | $ 13,246 | $ 92,303 | $ 48,990 | $ 139,431 | $ 39,368 | |
Depreciation and amortization | 13,224 | 1,054 | 2,858 | |||||||||
Interest income | 11,767 | 2,577 | 168 | |||||||||
Interest expense | 0 | 0 | ||||||||||
Segment profit (loss)/net profit (loss) | (67,945) | 24,196 | (96,617) | |||||||||
Segment assets | 2,923,892 | 2,978,355 | 2,923,892 | 2,978,355 | 2,114,582 | |||||||
Inventory assets and real estate related assets, net | 1,696,084 | 1,425,892 | 1,696,084 | 1,425,892 | 1,360,451 | $ 1,416,435 | ||||||
Expenditures for long-lived assets | 273,539 | 146,213 | 64,260 | |||||||||
Great Park | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 0 | 0 | 0 | |||||||||
Depreciation and amortization | 0 | 0 | 0 | |||||||||
Interest income | 0 | 0 | 0 | |||||||||
Interest expense | 0 | 0 | ||||||||||
Segment profit (loss)/net profit (loss) | (906) | 5,760 | (1,356) | |||||||||
Segment assets | 425,653 | 423,492 | 425,653 | 423,492 | 417,732 | |||||||
Inventory assets and real estate related assets, net | 0 | 0 | 0 | 0 | 0 | |||||||
Expenditures for long-lived assets | 0 | 0 | 0 | |||||||||
Gateway Commercial Venture | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 0 | 0 | 0 | |||||||||
Depreciation and amortization | 0 | 0 | 0 | |||||||||
Interest income | 0 | 0 | 0 | |||||||||
Interest expense | 0 | 0 | ||||||||||
Segment profit (loss)/net profit (loss) | (1,257) | 16 | 0 | |||||||||
Segment assets | 107,246 | 106,516 | 107,246 | 106,516 | 0 | |||||||
Inventory assets and real estate related assets, net | 0 | 0 | 0 | 0 | 0 | |||||||
Expenditures for long-lived assets | 0 | 0 | 0 | |||||||||
Newhall | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 6,401 | |||||||||||
San Francisco | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 6,010 | |||||||||||
Great Park | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 35,090 | |||||||||||
Commercial | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 1,489 | |||||||||||
Operating Segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 251,259 | 629,610 | 61,873 | |||||||||
Depreciation and amortization | 24,744 | 5,373 | 2,800 | |||||||||
Interest income | 2,816 | 2,229 | 11,814 | |||||||||
Interest expense | 11,563 | 3,628 | ||||||||||
Segment profit (loss)/net profit (loss) | (9,838) | 11,051 | (104,575) | |||||||||
Segment assets | 3,530,618 | 3,602,107 | 3,530,618 | 3,602,107 | 3,220,320 | |||||||
Inventory assets and real estate related assets, net | 3,219,924 | 2,964,200 | 3,219,924 | 2,964,200 | 2,476,269 | |||||||
Expenditures for long-lived assets | 407,507 | 904,216 | 186,807 | |||||||||
Operating Segments | Newhall | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 6,401 | 31,568 | 22,044 | |||||||||
Depreciation and amortization | 271 | 553 | 492 | |||||||||
Interest income | 1 | 3 | 91 | |||||||||
Interest expense | 0 | 0 | ||||||||||
Segment profit (loss)/net profit (loss) | (6,802) | (12,358) | (22,703) | |||||||||
Segment assets | 596,222 | 444,407 | 596,222 | 444,407 | 416,445 | |||||||
Inventory assets and real estate related assets, net | 559,126 | 361,943 | 559,126 | 361,943 | 280,377 | |||||||
Expenditures for long-lived assets | 198,008 | 84,024 | 21,686 | |||||||||
Operating Segments | San Francisco | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 6,010 | 91,187 | 3,999 | |||||||||
Depreciation and amortization | 287 | 316 | 195 | |||||||||
Interest income | 0 | 0 | 0 | |||||||||
Interest expense | 0 | 0 | ||||||||||
Segment profit (loss)/net profit (loss) | (18,060) | (19,268) | (14,204) | |||||||||
Segment assets | 1,151,372 | 1,123,266 | 1,151,372 | 1,123,266 | 1,134,196 | |||||||
Inventory assets and real estate related assets, net | 1,136,958 | 1,063,949 | 1,136,958 | 1,063,949 | 1,080,074 | |||||||
Expenditures for long-lived assets | 73,177 | 62,188 | 42,113 | |||||||||
Operating Segments | Great Park | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 210,779 | 497,173 | 35,830 | |||||||||
Depreciation and amortization | 12,456 | 0 | 2,113 | |||||||||
Interest income | 2,815 | 2,226 | 11,723 | |||||||||
Interest expense | 0 | 0 | ||||||||||
Segment profit (loss)/net profit (loss) | 15,211 | 42,219 | (67,668) | |||||||||
Segment assets | 1,303,362 | 1,578,142 | 1,303,362 | 1,578,142 | 1,669,679 | |||||||
Inventory assets and real estate related assets, net | 1,059,717 | 1,089,513 | 1,059,717 | 1,089,513 | 1,115,818 | |||||||
Expenditures for long-lived assets | 109,292 | 311,932 | 123,008 | |||||||||
Operating Segments | Commercial | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 28,069 | 9,682 | 0 | |||||||||
Depreciation and amortization | 11,730 | 4,504 | 0 | |||||||||
Interest income | 0 | 0 | 0 | |||||||||
Interest expense | 11,563 | 3,628 | ||||||||||
Segment profit (loss)/net profit (loss) | (187) | 458 | 0 | |||||||||
Segment assets | 479,662 | 456,292 | 479,662 | 456,292 | 0 | |||||||
Inventory assets and real estate related assets, net | 464,123 | 448,795 | 464,123 | 448,795 | 0 | |||||||
Expenditures for long-lived assets | 27,030 | 446,072 | 0 | |||||||||
Removal of Results of Unconsolidated Entities | Great Park | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | (175,689) | (480,934) | (22,505) | |||||||||
Depreciation and amortization | 0 | 0 | 0 | |||||||||
Interest income | (2,815) | (2,226) | (11,723) | |||||||||
Interest expense | 0 | 0 | ||||||||||
Segment profit (loss)/net profit (loss) | (3,068) | (36,061) | 71,980 | |||||||||
Segment assets | (1,154,216) | (1,447,604) | (1,154,216) | (1,447,604) | (1,496,102) | |||||||
Inventory assets and real estate related assets, net | (1,059,717) | (1,089,513) | (1,059,717) | (1,089,513) | (1,115,818) | |||||||
Expenditures for long-lived assets | (109,292) | (311,932) | (123,008) | |||||||||
Removal of Results of Unconsolidated Entities | Gateway Commercial Venture | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | (26,580) | (9,245) | 0 | |||||||||
Depreciation and amortization | (11,730) | (4,504) | 0 | |||||||||
Interest income | 0 | 0 | 0 | |||||||||
Interest expense | (11,563) | (3,628) | ||||||||||
Segment profit (loss)/net profit (loss) | 1,676 | (21) | 0 | |||||||||
Segment assets | (478,956) | (456,006) | (478,956) | (456,006) | 0 | |||||||
Inventory assets and real estate related assets, net | (464,123) | (448,795) | (464,123) | (448,795) | 0 | |||||||
Expenditures for long-lived assets | (27,030) | (446,072) | 0 | |||||||||
Other eliminations | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 0 | 0 | 0 | |||||||||
Depreciation and amortization | 0 | 0 | 0 | |||||||||
Interest income | 0 | 0 | 0 | |||||||||
Interest expense | 0 | 0 | ||||||||||
Segment profit (loss)/net profit (loss) | 0 | 0 | 0 | |||||||||
Segment assets | (730) | (80,890) | (730) | (80,890) | (69,462) | |||||||
Inventory assets and real estate related assets, net | 0 | 0 | 0 | 0 | 0 | |||||||
Expenditures for long-lived assets | 0 | 0 | 0 | |||||||||
Corporate and Unallocated | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 0 | 0 | 0 | |||||||||
Depreciation and amortization | 210 | 185 | 58 | |||||||||
Interest income | 11,766 | 2,574 | 77 | |||||||||
Interest expense | 0 | 0 | ||||||||||
Segment profit (loss)/net profit (loss) | (54,552) | 43,451 | (62,666) | |||||||||
Segment assets | 494,277 | 830,740 | 494,277 | 830,740 | 42,094 | |||||||
Inventory assets and real estate related assets, net | $ 0 | $ 0 | 0 | 0 | 0 | |||||||
Expenditures for long-lived assets | $ 2,354 | $ 1 | $ 461 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | May 02, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Reacquisition of share-based compensation awards for tax-withholding purposes | $ 5,131 | $ 6,480 | $ 381 | ||
Share-based compensation expense | $ 11,464 | 18,421 | 27,746 | ||
Period for recognition | 1 year 10 months 24 days | ||||
Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Reacquisition of share-based compensation awards for tax-withholding purposes | $ 5,100 | 6,500 | 400 | ||
Estimated fair value of RSUs vested | $ 11,800 | $ 10,500 | $ 20,500 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||
Nonvested, beginning balance (in shares) | 1,893,000 | 1,085,000 | 1,305,000 | 0 | |
Granted (in shares) | 1,724,000 | 453,000 | 2,350,000 | ||
Forfeited (in shares) | (105,000) | ||||
Vested (in shares) | (811,000) | (673,000) | (1,045,000) | ||
Nonvested, ending balance (in shares) | 1,893,000 | 1,085,000 | 1,305,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||
Nonvested, weighted-average grant date fair value, beginning balance (in dollars per share) | $ 15.27 | $ 18.57 | $ 20 | $ 0 | |
Granted, weighted-average grant date fair value (in dollars per share) | 14.81 | 15.52 | 19.81 | ||
Forfeited, weighted-average grant date fair value (in dollars per share) | 14.83 | ||||
Vested, weighted-average grant date fair value (in dollars per share) | 18.76 | 19.26 | 19.62 | ||
Nonvested, weighted-average grant date fair value, ending balance (in dollars per share) | $ 15.27 | $ 18.57 | $ 20 | ||
Restricted Stock Units and Restricted Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 11,400 | $ 18,500 | $ 27,700 | ||
Share-based compensation expense included in selling, general, and administrative expenses | $ 18,200 | ||||
Common Class A | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares authorized to be issued, up to (in shares) | 8,500,822 | ||||
Remaining shares available for future issuance (in shares) | 4,077,493 | ||||
Subsequent Event | Incentive Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||
Granted (in shares) | 2,300,000 |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Company's contributions to 401(k) plan | $ 0.6 | $ 0.7 | $ 0.2 | |
Retirement Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Eligibility to participate in plan (in years) | 1 year | |||
Deviation from target allocation required for investments to be rebalanced (percent) | 5.00% | |||
Retirement Plan | Equity Investments | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Asset allocation targets | 55.00% | |||
Retirement Plan | Fixed-income funds—U.S. bonds and short term | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Asset allocation targets | 45.00% |
Employee Benefit Plans - Change
Employee Benefit Plans - Change in Benefit Obligation and Plan Assets (Details) - Retirement Plan - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Change in benefit obligation: | |||
Projected benefit obligation—beginning of year | $ 21,622 | $ 20,919 | |
Interest cost | 749 | 818 | $ 859 |
Benefits paid | (984) | (929) | |
Actuarial (gain) loss | (1,063) | 814 | |
Projected benefit obligation—end of year | 20,324 | 21,622 | 20,919 |
Change in plan assets: | |||
Fair value of plan assets—beginning of year | 18,829 | 16,778 | |
Actual (loss) gain on plan assets | (1,168) | 2,450 | |
Employer contributions | 218 | 530 | |
Benefits paid | (984) | (929) | |
Fair value of plan assets—end of year | 16,895 | 18,829 | $ 16,778 |
Funded status | (3,429) | (2,793) | |
Amounts recognized in the consolidated balance sheet—liability | 3,429 | 2,793 | |
Amounts recognized in accumulated other comprehensive loss—net actuarial loss | $ (5,428) | $ (4,266) |
Employee Benefit Plans - Net Pe
Employee Benefit Plans - Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net periodic benefit: | |||
Net periodic benefit | $ (307) | $ (93) | $ (57) |
Adjustment to accumulated other comprehensive loss: | |||
Net actuarial loss (gain) | 1,252 | (611) | 332 |
Amortization of net actuarial loss | (90) | (113) | (91) |
Other comprehensive (loss) income before taxes | 1,162 | (724) | 241 |
Retirement Plan | |||
Net periodic benefit: | |||
Interest cost | 749 | 818 | 859 |
Expected return on plan assets | (1,146) | (1,024) | (1,007) |
Amortization of net actuarial loss | 90 | 113 | 91 |
Net periodic benefit | (307) | (93) | (57) |
Adjustment to accumulated other comprehensive loss: | |||
Net actuarial loss (gain) | 1,252 | (611) | 332 |
Amortization of net actuarial loss | (90) | (113) | (91) |
Other comprehensive (loss) income before taxes | 1,162 | (724) | 241 |
Total recognized in net periodic benefit and accumulated other comprehensive loss | $ 855 | $ (817) | $ 184 |
Employee Benefit Plans - Weight
Employee Benefit Plans - Weighted-Average Assumptions (Details) - Retirement Plan | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate to determine benefit obligation (percent) | 4.20% | 3.55% | |
Discount rate to determine net periodic expense (percent) | 3.55% | 4.10% | 4.35% |
Expected long-term return on plan assets (rate) | 6.23% | 6.33% | 6.32% |
Employee Benefit Plans - Fair V
Employee Benefit Plans - Fair Value of Plan Assets by Fund Type (Details) - Retirement Plan - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 16,895 | $ 18,829 | $ 16,778 |
Large cap | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 5,777 | 6,068 | |
Mid cap | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 1,101 | 1,197 | |
Small cap | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 1,579 | 1,777 | |
International | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 1,654 | 2,060 | |
Fixed-income funds—U.S. bonds and short term | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 6,784 | $ 7,727 |
Employee Benefit Plans - Expect
Employee Benefit Plans - Expected Future Benefit Payments (Details) - Retirement Plan $ in Thousands | Dec. 31, 2018USD ($) |
Defined Benefit Plan, Expected Future Benefit Payment [Abstract] | |
2019 | $ 1,008 |
2020 | 2,211 |
2021 | 999 |
2022 | 1,563 |
2023 | 1,433 |
2024-2028 | 10,223 |
Total | $ 17,437 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Deferred income tax (expense) benefit: | |||
Federal | $ 5,066 | $ (28,643) | $ 13,021 |
State | 2,340 | (6,501) | 3,826 |
Total deferred income tax benefit (expense) | 7,406 | (35,144) | 16,847 |
(Increase) decrease in valuation allowance | (16,585) | 35,146 | (8,901) |
Expiration of unused loss carryforwards | (4) | (2) | (58) |
(Expense) benefit for income taxes | $ (9,183) | $ 0 | $ 7,888 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets | ||
Net operating loss carryforward | $ 102,026 | $ 91,742 |
Tax receivable agreement | 47,435 | 42,668 |
Other | 1,382 | 1,043 |
Valuation allowance | (23,207) | (7,891) |
Total deferred tax assets | 127,636 | 127,562 |
Deferred tax liabilities-investments in subsidiaries | (136,819) | (127,562) |
Deferred tax liability, net | $ (9,183) | $ 0 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Rate and Effective Rate (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Statutory rate | 21.00% | 35.00% | 35.00% |
State income taxes-net of federal income tax benefit | 6.98% | 5.75% | 5.75% |
Statutory federal tax rate change | 0.00% | 21.30% | 0.00% |
Statutory federal tax rate change | (15.63%) | 0.00% | 0.00% |
Noncontrolling interests | (15.83%) | 82.58% | (24.63%) |
Other | 0.06% | 0.67% | 0.00% |
Deferred tax asset valuation allowance | (12.20%) | (145.31%) | (8.51%) |
Expiration of unused loss carryforwards | (0.01%) | 0.01% | (0.06%) |
Effective rate | (15.63%) | 0.00% | 7.55% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Loss Carryforwards [Line Items] | |||
Provisional adjustment recorded to reduce deferred tax asset value | $ 9,200 | $ 5,300 | |
Decrease in deferred taxes attributable to federal tax rate reductions | $ 5,300 | ||
Valuation allowance, net | 15,300 | 7,800 | |
Valuation increase (decrease) | 35,100 | ||
NOL carryforwards | 78,400 | ||
Federal income tax benefit | (23,600) | ||
Income tax benefit | (9,183) | $ 0 | 7,888 |
Income Tax Expense (Benefit), Pre-Tax | 58,800 | ||
TRA Liability | |||
Operating Loss Carryforwards [Line Items] | |||
Recognition of additional valuation allowance | 27,300 | ||
Valuation increase (decrease) | 16,600 | ||
Operating income | |||
Operating Loss Carryforwards [Line Items] | |||
Recognition of additional valuation allowance | $ 29,800 | ||
Valuation increase (decrease) | $ 1,300 |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurements and Disclosures Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable | $ 557,004 | $ 560,618 |
Reported Value Measurement | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes Payable, Fair Value Disclosure | 560,600 | |
Notes payable | 557,000 | |
Fair Value, Inputs, Level 2 | Estimate of Fair Value Measurement | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes Payable, Fair Value Disclosure | $ 550,100 | $ 568,100 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - USD ($) $ in Millions | Jan. 01, 2019 | May 02, 2016 | Jan. 31, 2019 | Dec. 31, 2018 |
Common Class B | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Per share distributions for Class A Common Shareholders (percent) | 0.03% | 0.03% | ||
Subsequent Event | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Equity incentive awards | $ 2.3 | |||
Five Point Operating Company, LLC | The San Francisco Venture | Common Class A | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock issued (in shares) | 436,498 | |||
Five Point Operating Company, LLC | The San Francisco Venture | Common Class A | Subsequent Event | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock issued (in shares) | 436,498 | 436,498 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Numerator: | |||||||||||
Net (loss) income attributable to the Company | $ (14,303) | $ (10,019) | $ (5,160) | $ (5,232) | $ 95,327 | $ (4,467) | $ (9,783) | $ (7,842) | $ (34,714) | $ 73,235 | $ (33,266) |
Adjustments to net (loss) income attributable to the Company | 221 | (750) | (505) | ||||||||
Net (loss) income attributable to common shareholders | (34,493) | 72,485 | (33,771) | ||||||||
Net income (loss) allocable to participating securities | 0 | (506) | 0 | ||||||||
Allocation of net (loss) income among common shareholders | (34,493) | 71,979 | (33,771) | ||||||||
Reallocation of (loss) income to Company upon assumed exchange of common units | 0 | (48,289) | 0 | ||||||||
Net (loss) income allocated to participating securities | 0 | (69) | 0 | ||||||||
Allocation of net (loss) income among common shareholders | $ (34,493) | $ 24,127 | $ (33,771) | ||||||||
Restricted Stock Units (RSUs) | |||||||||||
Denominator: | |||||||||||
Anti-dilutive potential securities (in shares) | 72,579 | 0 | 1,304,804 | ||||||||
Restricted Stock | |||||||||||
Denominator: | |||||||||||
Anti-dilutive potential securities (in shares) | 1,817,020 | 0 | 0 | ||||||||
Common Class A | |||||||||||
Denominator: | |||||||||||
Anti-dilutive potential securities (in shares) | 79,883,687 | 0 | 53,826,230 | ||||||||
Class A Units | |||||||||||
Denominator: | |||||||||||
Basic (in dollars per share) | $ 1.33 | $ (0.89) | |||||||||
Diluted (in dollars per share) | $ 0.18 | $ (0.89) | |||||||||
Common Class A | |||||||||||
Numerator: | |||||||||||
Net (loss) income attributable to common shareholders | $ (34,480) | $ 71,947 | $ (33,755) | ||||||||
Numerator for diluted net (loss) income available to Class B Common Shareholders | $ (34,480) | $ 24,123 | $ (33,755) | ||||||||
Denominator: | |||||||||||
Basic (in shares) | 65,002,387 | 54,006,954 | 37,795,447 | ||||||||
Diluted (in shares) | 65,002,387 | 133,007,828 | 37,795,447 | ||||||||
Basic (in dollars per share) | $ (0.22) | $ (0.15) | $ (0.08) | $ (0.08) | $ 1.50 | $ (0.07) | $ (0.19) | $ (0.20) | $ (0.53) | $ 1.33 | $ (0.89) |
Diluted (in dollars per share) | $ (0.22) | $ (0.15) | $ (0.08) | $ (0.10) | $ 0.56 | $ (0.07) | $ (0.19) | $ (0.20) | $ (0.53) | $ 0.18 | $ (0.89) |
Common Class B | |||||||||||
Numerator: | |||||||||||
Net (loss) income attributable to common shareholders | $ (13) | $ 32 | $ (16) | ||||||||
Numerator for diluted net (loss) income available to Class B Common Shareholders | $ (13) | $ 4 | $ (16) | ||||||||
Denominator: | |||||||||||
Basic and diluted (in shares) | 79,859,730 | 78,821,553 | 49,547,050 | ||||||||
Basic (in dollars per share) | $ 0 | $ 0 | $ 0 | ||||||||
Diluted (in dollars per share) | $ 0 | $ 0 | $ 0 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Defined benefit pension plan, tax benefits | $ 900 | $ 700 | |
Accumulated other comprehensive loss | (1,848,517) | (1,905,609) | |
Selling, general, and administrative | 98,983 | 122,367 | $ 120,724 |
Total Members’ Capital | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Unamortized defined benefit pension plan net actuarial losses | 3,400 | 2,500 | |
AOCI Attributable to Noncontrolling Interest | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated other comprehensive loss | 2,100 | 1,800 | |
Accumulated Defined Benefit Plans Adjustment, Net Gain (Loss) Attributable to Parent | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Reclassifications from accumulated other comprehensive loss | 55 | 64 | 33 |
Reclassification out of Accumulated Other Comprehensive Income | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Selling, general, and administrative | $ 55 | $ 64 | $ 33 |
Quarterly Financial Informati_3
Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Revenues | $ 7,945 | $ 12,988 | $ 13,090 | $ 14,967 | $ 22,263 | $ 11,619 | $ 13,246 | $ 92,303 | $ 48,990 | $ 139,431 | $ 39,368 |
Income/Loss before income tax benefit | (11,223) | (21,939) | (11,303) | (14,297) | 81,920 | (10,311) | (24,289) | (23,124) | (58,762) | 24,196 | (104,505) |
Net (loss) income attributable to the Company | $ (14,303) | $ (10,019) | $ (5,160) | $ (5,232) | 95,327 | $ (4,467) | $ (9,783) | $ (7,842) | (34,714) | 73,235 | (33,266) |
Noncash adjustment of payable pursuant to tax receivable agreement liability | $ (105,600) | $ (1,928) | $ (105,586) | $ 0 | |||||||
Common Class A | |||||||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Basic (in dollars per share) | $ (0.22) | $ (0.15) | $ (0.08) | $ (0.08) | $ 1.50 | $ (0.07) | $ (0.19) | $ (0.20) | $ (0.53) | $ 1.33 | $ (0.89) |
Diluted (in dollars per share) | (0.22) | (0.15) | (0.08) | (0.10) | 0.56 | (0.07) | (0.19) | (0.20) | (0.53) | 0.18 | (0.89) |
Common Class B | |||||||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Basic (in dollars per share) | 0 | 0 | 0 | ||||||||
Diluted (in dollars per share) | 0 | 0 | 0 | ||||||||
Basic and diluted (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Schedule III_Real Estate and _2
Schedule III—Real Estate and Accumulated Depreciation - Schedule of Real Estate and Accumulated Depreciation (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | $ 0 | |||
Initial Cost | ||||
Initial Cost, Land | 1,193,108 | |||
Initial Cost, Buildings and Improvements | 1,114 | |||
Costs Capitalized Subsequent to Acquisition | ||||
Costs Capitalized Subsequent to Acquisition, Land | 530,133 | |||
Costs Capitalized Subsequent to Acquisition, Buildings and Improvements | 1,704 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Gross Amounts at Which Carried at Close of Period, Land | 1,723,241 | |||
Gross Amounts at Which Carried at Close of Period, Buildings and Improvements | 2,818 | |||
Gross Amounts at Which Carried at Close of Period, Total | 1,726,059 | $ 1,461,197 | $ 1,395,698 | $ 294,777 |
Accumulated Depreciation | 1,587 | $ 3,407 | $ 2,943 | $ 2,442 |
Aggregate cost of land and improvements for federal income tax purposes | 2,200,000 | |||
Newhall Ranch-Land under development | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 0 | |||
Initial Cost | ||||
Initial Cost, Land | 111,172 | |||
Initial Cost, Buildings and Improvements | 0 | |||
Costs Capitalized Subsequent to Acquisition | ||||
Costs Capitalized Subsequent to Acquisition, Land | 444,455 | |||
Costs Capitalized Subsequent to Acquisition, Buildings and Improvements | 0 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Gross Amounts at Which Carried at Close of Period, Land | 555,627 | |||
Gross Amounts at Which Carried at Close of Period, Buildings and Improvements | 0 | |||
Gross Amounts at Which Carried at Close of Period, Total | 555,627 | |||
Accumulated Depreciation | 0 | |||
Candlestick Point and The San Francisco Shipyard- Land under development | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 0 | |||
Initial Cost | ||||
Initial Cost, Land | 1,038,154 | |||
Initial Cost, Buildings and Improvements | 0 | |||
Costs Capitalized Subsequent to Acquisition | ||||
Costs Capitalized Subsequent to Acquisition, Land | 98,804 | |||
Costs Capitalized Subsequent to Acquisition, Buildings and Improvements | 0 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Gross Amounts at Which Carried at Close of Period, Land | 1,136,958 | |||
Gross Amounts at Which Carried at Close of Period, Buildings and Improvements | 0 | |||
Gross Amounts at Which Carried at Close of Period, Total | 1,136,958 | |||
Accumulated Depreciation | 0 | |||
Agriculture-Operating property | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 0 | |||
Initial Cost | ||||
Initial Cost, Land | 40,634 | |||
Initial Cost, Buildings and Improvements | 1,114 | |||
Costs Capitalized Subsequent to Acquisition | ||||
Costs Capitalized Subsequent to Acquisition, Land | (13,477) | |||
Costs Capitalized Subsequent to Acquisition, Buildings and Improvements | 1,704 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Gross Amounts at Which Carried at Close of Period, Land | 27,157 | |||
Gross Amounts at Which Carried at Close of Period, Buildings and Improvements | 2,818 | |||
Gross Amounts at Which Carried at Close of Period, Total | 29,975 | |||
Accumulated Depreciation | 1,587 | |||
Other Properties | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 0 | |||
Initial Cost | ||||
Initial Cost, Land | 3,148 | |||
Initial Cost, Buildings and Improvements | 0 | |||
Costs Capitalized Subsequent to Acquisition | ||||
Costs Capitalized Subsequent to Acquisition, Land | 351 | |||
Costs Capitalized Subsequent to Acquisition, Buildings and Improvements | 0 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Gross Amounts at Which Carried at Close of Period, Land | 3,499 | |||
Gross Amounts at Which Carried at Close of Period, Buildings and Improvements | 0 | |||
Gross Amounts at Which Carried at Close of Period, Total | 3,499 | |||
Accumulated Depreciation | $ 0 |
Schedule III_Real Estate and _3
Schedule III—Real Estate and Accumulated Depreciation - Reconciliation of Real Estate and Accumulated Depreciation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of Real Estate | |||
Balance at beginning of year | $ 1,461,197 | $ 1,395,698 | $ 294,777 |
Improvements and additions | 283,836 | 153,565 | 1,101,593 |
Cost of real estate sold | (9,586) | (80,466) | (672) |
Reimbursements and disposals | (9,388) | (7,600) | 0 |
Balance at end of year | 1,726,059 | 1,461,197 | 1,395,698 |
Reconciliation of Accumulated Depreciation | |||
Balance at beginning of year | 3,407 | 2,943 | 2,442 |
Additions | 187 | 464 | 501 |
Disposals | (2,007) | 0 | 0 |
Balance at end of year | $ 1,587 | $ 3,407 | $ 2,943 |