Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2020 | Apr. 30, 2020 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-38088 | |
Entity Registrant Name | Five Point Holdings, LLC | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-0599397 | |
Entity Address, Address Line One | 15131 Alton Parkway | |
Entity Address, Address Line Two | 4th Floor | |
Entity Address, City or Town | Irvine | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92618 | |
City Area Code | 949 | |
Local Phone Number | 349-1000 | |
Title of 12(b) Security | Class A common shares | |
Trading Symbol | FPH | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001574197 | |
Current Fiscal Year End Date | --12-31 | |
Common Class A | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 69,056,591 | |
Common Class B | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 79,233,544 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
ASSETS | ||
INVENTORIES | $ 1,958,901 | $ 1,889,761 |
INVESTMENT IN UNCONSOLIDATED ENTITIES | 501,909 | 533,239 |
PROPERTIES AND EQUIPMENT, NET | 33,071 | 32,312 |
INTANGIBLE ASSET, NET—RELATED PARTY | 77,990 | 80,350 |
CASH AND CASH EQUIVALENTS | 247,754 | 346,833 |
RESTRICTED CASH AND CERTIFICATES OF DEPOSIT | 1,742 | 1,741 |
RELATED PARTY ASSETS | 95,148 | 97,561 |
OTHER ASSETS | 20,908 | 22,903 |
TOTAL | 2,937,423 | 3,004,700 |
LIABILITIES: | ||
Notes payable, net | 616,430 | 616,046 |
Accounts payable and other liabilities | 161,665 | 167,711 |
Related party liabilities | 126,958 | 127,882 |
Deferred income tax liability, net | 11,628 | 11,628 |
Payable pursuant to tax receivable agreement | 173,248 | 172,633 |
Total liabilities | 1,089,929 | 1,095,900 |
COMMITMENTS AND CONTINGENT LIABILITIES | ||
REDEEMABLE NONCONTROLLING INTEREST | 25,000 | 25,000 |
CAPITAL: | ||
Contributed capital | 569,772 | 571,532 |
Retained earnings | 17,843 | 42,844 |
Accumulated other comprehensive loss | (2,671) | (2,682) |
Total members’ capital | 584,944 | 611,694 |
Noncontrolling interests | 1,237,550 | 1,272,106 |
Total capital | 1,822,494 | 1,883,800 |
TOTAL | $ 2,937,423 | $ 3,004,700 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - shares | Mar. 31, 2020 | Dec. 31, 2019 |
Common Class A | ||
Common shares issued (in shares) | 69,061,898 | 68,788,257 |
Common shares outstanding (in shares) | 69,061,898 | 68,788,257 |
Common Class B | ||
Common shares issued (in shares) | 79,233,544 | 79,233,544 |
Common shares outstanding (in shares) | 79,233,544 | 79,233,544 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
REVENUES: | ||
Revenue from customers | $ 8,933,000 | $ 12,775,000 |
Revenues | 9,220,000 | 13,073,000 |
COSTS AND EXPENSES: | ||
Selling, general, and administrative | 24,626,000 | 25,773,000 |
Total costs and expenses | 32,622,000 | 35,290,000 |
OTHER INCOME: | ||
Interest income | 1,006,000 | 2,454,000 |
Gain on settlement of contingent consideration—related party | 0 | 64,870,000 |
Miscellaneous | 88,000 | 10,000 |
Total other income | 1,094,000 | 67,334,000 |
EQUITY IN (LOSS) EARNINGS FROM UNCONSOLIDATED ENTITIES | (30,911,000) | 8,882,000 |
(LOSS) INCOME BEFORE INCOME TAX (PROVISION) BENEFIT | (53,219,000) | 53,999,000 |
INCOME TAX (PROVISION) BENEFIT | 0 | (1,266,000) |
NET (LOSS) INCOME | (53,219,000) | 52,733,000 |
LESS NET (LOSS) INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (28,413,000) | 28,925,000 |
NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY | $ (24,806,000) | $ 23,808,000 |
Common Class A | ||
NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE | ||
Basic (in dollars per share) | $ (0.36) | $ 0.35 |
Diluted (in dollar per share) | $ (0.37) | $ 0.35 |
WEIGHTED AVERAGE SHARES OUTSTANDING | ||
Basic (in shares) | 66,649,866 | 66,210,916 |
Diluted (in shares) | 68,792,585 | 145,296,469 |
Common Class B | ||
NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE | ||
Basic (in dollars per share) | $ 0 | $ 0 |
Diluted (in dollar per share) | $ 0 | $ 0 |
WEIGHTED AVERAGE SHARES OUTSTANDING | ||
Basic (in shares) | 79,233,544 | 79,061,835 |
Diluted (in shares) | 79,233,544 | 79,275,234 |
NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY PER CLASS B SHARE | ||
Basic and diluted (in dollars per share) | $ 0 | $ 0 |
Land sales | ||
REVENUES: | ||
Revenue from customers | $ 6,000 | $ 55,000 |
COSTS AND EXPENSES: | ||
Cost and expenses | 0 | 0 |
Land sales | Affiliated Entity | ||
REVENUES: | ||
Revenue from customers | 10,000 | 230,000 |
Management services—related party | ||
COSTS AND EXPENSES: | ||
Cost and expenses | 6,051,000 | 7,616,000 |
Management services—related party | Affiliated Entity | ||
REVENUES: | ||
Revenue from customers | 8,244,000 | 11,063,000 |
Operating properties | ||
REVENUES: | ||
Revenue from customers | 673,000 | 1,427,000 |
Revenues | 960,000 | 1,725,000 |
COSTS AND EXPENSES: | ||
Cost and expenses | $ 1,945,000 | $ 1,901,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
NET (LOSS) INCOME | $ (53,219) | $ 52,733 |
OTHER COMPREHENSIVE INCOME: | ||
Reclassification of actuarial loss on defined benefit pension plan included in net (loss) income | 24 | 35 |
Other comprehensive income before taxes | 24 | 35 |
INCOME TAX PROVISION RELATED TO OTHER COMPREHENSIVE INCOME | 0 | 0 |
OTHER COMPREHENSIVE INCOME—Net of tax | 24 | 35 |
COMPREHENSIVE (LOSS) INCOME | (53,195) | 52,768 |
LESS COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (28,404) | 28,938 |
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY | $ (24,791) | $ 23,830 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Capital - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Jan. 01, 2020 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Contributed capital, beginning balance | $ 571,532 | ||
Capital attributable to parent, beginning balance | 1,883,800 | ||
Total members' capital, beginning balance | 611,694 | ||
Capital including portion attributable to noncontrolling interest, beginning balance | 1,883,800 | $ 1,848,517 | |
Adoption of new accounting standards at unconsolidated entities | $ (419) | ||
NET (LOSS) INCOME | (53,219) | 52,733 | |
Share-based compensation expense | 3,012 | 3,316 | |
Reacquisition of share-based compensation awards for tax-withholding purposes | (5,521) | (4,099) | |
Other comprehensive income—net of tax | 24 | 35 | |
Tax distribution to noncontrolling interest | (4,568) | ||
Contribution from noncontrolling interest and related sale of Class B common shares | 5,547 | ||
Adjustment to liability recognized under tax receivable agreement—net of tax | (615) | (1,696) | |
Contributed capital, ending balance | 569,772 | ||
Capital attributable to parent, ending balance | 1,822,494 | ||
Total members' capital, ending balance | 584,944 | ||
Capital including portion attributable to noncontrolling interest, ending balance | $ 1,822,494 | $ 1,904,353 | |
Class A Common Shares | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Common shares outstanding, beginning balance (in shares) | 68,788,257 | ||
Common shares outstanding, ending balance (in shares) | 69,061,898 | ||
Class B Common Shares | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Common shares outstanding, beginning balance (in shares) | 79,233,544 | ||
Common shares outstanding, ending balance (in shares) | 79,233,544 | ||
Common Stock | Class A Common Shares | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Common shares outstanding, beginning balance (in shares) | 68,788,257 | 66,810,980 | |
Reacquisition of share-based compensation awards for tax-withholding purposes (in shares) | (436,675) | (296,392) | |
Settlement of restricted share units for Class A common shares (in shares) | 335,078 | 337,799 | |
Issuance of share-based compensation awards, net of forfeitures (in shares) | 375,238 | 1,894,168 | |
Common shares outstanding, ending balance (in shares) | 69,061,898 | 68,746,555 | |
Common Stock | Class B Common Shares | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Common shares outstanding, beginning balance (in shares) | 79,233,544 | 78,838,736 | |
Contribution from noncontrolling interest and related sale of Class B common shares (in shares) | 436,498 | ||
Common shares outstanding, ending balance (in shares) | 79,233,544 | 79,275,234 | |
Contributed Capital | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Contributed capital, beginning balance | $ 571,532 | $ 556,521 | |
Share-based compensation expense | 3,012 | 3,316 | |
Reacquisition of share-based compensation awards for tax-withholding purposes | (5,521) | (4,099) | |
Contribution from noncontrolling interest and related sale of Class B common shares | 3 | ||
Adjustment to liability recognized under tax receivable agreement—net of tax | (615) | (1,696) | |
Adjustment of noncontrolling interest in the Operating Company | 1,364 | 8,140 | |
Contributed capital, ending balance | 569,772 | 562,185 | |
Retained Earnings | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Capital attributable to parent, beginning balance | 42,844 | 33,811 | |
Adoption of new accounting standards at unconsolidated entities | (195) | ||
NET (LOSS) INCOME | (24,806) | 23,808 | |
Capital attributable to parent, ending balance | 17,843 | 57,619 | |
Accumulated Other Comprehensive Loss | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Capital attributable to parent, beginning balance | (2,682) | (3,306) | |
Other comprehensive income—net of tax | 15 | 22 | |
Adjustment of noncontrolling interest in the Operating Company | (4) | (36) | |
Capital attributable to parent, ending balance | (2,671) | (3,320) | |
Total Members’ Capital | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Total members' capital, beginning balance | 611,694 | 587,026 | |
Adoption of new accounting standards at unconsolidated entities | (195) | ||
NET (LOSS) INCOME | (24,806) | 23,808 | |
Share-based compensation expense | 3,012 | 3,316 | |
Reacquisition of share-based compensation awards for tax-withholding purposes | (5,521) | (4,099) | |
Other comprehensive income—net of tax | 15 | 22 | |
Contribution from noncontrolling interest and related sale of Class B common shares | 3 | ||
Adjustment to liability recognized under tax receivable agreement—net of tax | (615) | (1,696) | |
Adjustment of noncontrolling interest in the Operating Company | 1,360 | 8,104 | |
Total members' capital, ending balance | 584,944 | 616,484 | |
Noncontrolling Interests | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Capital attributable to noncontrolling interests, beginning balance | 1,272,106 | 1,261,491 | |
Adoption of new accounting standards at unconsolidated entities | $ (224) | ||
NET (LOSS) INCOME | (28,413) | 28,925 | |
Other comprehensive income—net of tax | 9 | 13 | |
Tax distribution to noncontrolling interest | (4,568) | ||
Contribution from noncontrolling interest and related sale of Class B common shares | 5,544 | ||
Adjustment of noncontrolling interest in the Operating Company | (1,360) | (8,104) | |
Capital attributable to noncontrolling interests, ending balance | $ 1,237,550 | $ 1,287,869 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Capital (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||
Other comprehensive income, tax | $ 0 | $ 0 |
Tax related to adjustments to liability recognized under tax receivable agreement | $ 0 | $ 0 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
NET (LOSS) INCOME | $ (53,219,000) | $ 52,733,000 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Equity in loss (earnings) from unconsolidated entities | 30,911,000 | (8,882,000) |
Deferred income taxes | 0 | 1,266,000 |
Depreciation and amortization | 3,711,000 | 5,578,000 |
Gain on settlement of contingent consideration—related party | 0 | (64,870,000) |
Share-based compensation | 3,012,000 | 3,316,000 |
Changes in operating assets and liabilities: | ||
Inventories | (68,672,000) | (47,863,000) |
Related party assets | 167,000 | (3,588,000) |
Other assets | 1,411,000 | 1,394,000 |
Accounts payable and other liabilities | (6,403,000) | (19,417,000) |
Related party liabilities | (344,000) | (3,319,000) |
Net cash used in operating activities | (89,426,000) | (83,652,000) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Distribution from indirect Legacy Interest in Great Park Venture—related party | 1,721,000 | 0 |
Distribution from Gateway Commercial Venture | 0 | 1,463,000 |
Purchase of properties and equipment | (704,000) | (1,196,000) |
Net cash provided by investing activities | 1,017,000 | 267,000 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Related party reimbursement obligation | (580,000) | 0 |
Principal payment on Macerich note | 0 | (65,130,000) |
Reacquisition of share-based compensation awards for tax-withholding purposes | (5,521,000) | (4,099,000) |
Proceeds of Class B common share offering | 0 | 3,000 |
Tax distribution to noncontrolling interest | (4,568,000) | 0 |
Contribution from noncontrolling interest | 0 | 5,544,000 |
Proceeds from issuance of redeemable noncontrolling interest | 0 | 25,000,000 |
Net cash used in financing activities | (10,669,000) | (38,682,000) |
NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (99,078,000) | (122,067,000) |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period | 348,574,000 | 497,097,000 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period | $ 249,496,000 | $ 375,030,000 |
Business and Organization
Business and Organization | 3 Months Ended |
Mar. 31, 2020 | |
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” and, together with its consolidated subsidiaries, the “Company”), is an owner and developer of mixed-use, master-planned communities in California. The Holding Company owns all of its assets and conducts all of its operations through Five Point Operating Company, LP, a Delaware limited partnership (the “Operating Company”), and its subsidiaries. The Company has two classes of shares outstanding: Class A common shares and Class B common shares. Holders of Class A common shares and holders of Class B common shares are entitled to one vote for each share held of record on all matters submitted to a vote of shareholders, and are both entitled to receive distributions at the same time. However, the distributions paid to holders of our Class B common shares are in an amount per share equal to 0.0003 multiplied by the amount paid per Class A common share. The diagram below presents a simplified depiction of the Company’s current organizational structure as of March 31, 2020: (1) A wholly owned subsidiary of the Holding Company serves as the sole managing general partner of the Operating Company. As of March 31, 2020, the Company owned approximately 62.5% of the outstanding Class A Common Units of the Operating Company. After a one year holding period, a holder of Class A Common Units of the Operating Company can exchange the units for, at the Company’s option, either Class A common shares of the Holding Company, on a one-for-one basis, or cash equal to the fair market value of such shares. Assuming the exchange of all outstanding Class A Common Units of the Operating Company and all outstanding Class A units of The Shipyard Communities, LLC, a Delaware limited liability company (the “San Francisco Venture”) (see (2) below), that are not held by the Company, based on the closing price of the Company’s Class A common shares on April 30, 2020 ($5.64), the equity market capitalization of the Company was approximately $836.5 million. (2) The Operating Company owns all of the outstanding Class B units of the San Francisco Venture, the entity developing the Candlestick and The San Francisco Shipyard communities. The Class A units of the San Francisco Venture, which the Operating Company does not own, are intended to be economically equivalent to Class A Common Units of the Operating Company. As the holder of all outstanding Class B units, the Operating Company is entitled to receive 99% of available cash from the San Francisco Venture after the holders of Class A units in the San Francisco Venture have received distributions equivalent to the distributions, if any, paid on Class A Common Units of the Operating Company. Class A units of the San Francisco Venture can be exchanged, on a one-for-one basis, for Class A Common Units of the Operating Company (See Note 5). (3) Together, the Operating Company, Five Point Communities, LP, a Delaware limited partnership (“FP LP”), and Five Point Communities Management, Inc., a Delaware corporation (“FP Inc.” and together with FP LP, the “Management Company”) own 100% of Five Point Land, LLC, a Delaware limited liability company (“FPL”), the entity developing Valencia (formerly known as Newhall Ranch), a master-planned community located in northern Los Angeles County, California. The Operating Company has a controlling interest in the Management Company. (4) Interests in Heritage Fields LLC, a Delaware limited liability company (the “Great Park Venture”), are either “Percentage Interests” or “Legacy Interests.” Holders of the Legacy Interests are entitled to receive priority distributions in an amount up to $565.0 million, of which $431.3 million had been distributed as of April 30, 2020. The Company owns a 37.5% Percentage Interest in the Great Park Venture and serves as its administrative member. However, management of the Great Park Venture is vested in the four voting members, who have a total of five votes. Major decisions generally require the approval of at least 75% of the votes of the voting members. The Company has two votes, and the other three voting members each have one vote, so the Company is unable to approve any major decision without the consent or approval of at least two of the other voting members. The Company does not include the Great Park Venture as a consolidated subsidiary, but rather as an equity method investee, in its consolidated financial statements. (5) The Company owns a 75% interest in Five Point Office Venture Holdings I, LLC, a Delaware limited liability company (the “Gateway Commercial Venture”). The Gateway Commercial Venture owns approximately 73 acres of commercial land in the Great Park Neighborhoods, on which four buildings have been newly constructed with an aggregate of approximately one million square feet of research and development and office space (the “Five Point Gateway Campus”). The Company manages the Gateway Commercial Venture, however, the manager’s authority is limited. Major decisions by the Gateway Commercial Venture generally require unanimous approval by an executive committee composed of two people designated by the Company and two people designated by another investor. Some decisions require approval by all of the members of the Gateway Commercial Venture. The Company does not include the Gateway Commercial Venture as a consolidated subsidiary, but rather as an equity method investee, in its consolidated financial statements. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | BASIS OF PRESENTATION Principles of consolidation —The accompanying condensed consolidated financial statements include the accounts of the Holding Company and the accounts of all subsidiaries in which the Holding Company has a controlling interest and the consolidated accounts of variable interest entities (“VIEs”) in which the Holding Company is deemed to be the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation. Unaudited interim financial information —The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. In the opinion of management, all adjustments (including normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the full year. Use of estimates —The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Management evaluates its estimates on an ongoing basis and makes revisions to these estimates and related disclosures as experience develops or new information becomes known. Actual results could differ from those estimates. The efforts that have been implemented at the national, state and local levels to combat and mitigate a rapid spread of a global coronavirus (COVID-19) pandemic have severely impacted daily activities and the economies of California and the United States. At this time, the Company is limiting development activities at the Company’s communities. While the Company is closely monitoring government guidelines and developments in the response to the COVID-19 outbreak, the extent to which COVID-19 impacts the Company’s results will depend on future developments, including the extent and duration of precautionary measures to slow the outbreak and impacts on employment and other economic conditions affecting the Company’s business. Due to the uncertainties associated with COVID-19, the Company’s estimates of the impacts to its future results of operations, financial condition or cash flows may materially change. Miscellaneous other income —Miscellaneous other income consisted of the following (in thousands): Three Months Ended March 31, 2020 2019 Net periodic pension benefit $ 88 $ 10 Total miscellaneous other income $ 88 $ 10 Recently adopted accounting pronouncements —In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU No. 2016-13”) which amends the guidance on the impairment of financial instruments, including most debt instruments, trade receivables, contract assets, and loans. ASU No. 2016-13 adds to U.S. GAAP an impairment model known as the current expected credit loss model, or CECL, 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. The Company and its unconsolidated entities adopted ASU No. 2016-13 on January 1, 2020 using a modified retrospective approach with no material impact on the Company’s consolidated financial statements. |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | REVENUES The following tables present the Company’s consolidated revenues disaggregated by revenue source and reporting segment (see Note 14) (in thousands): Three Months Ended March 31, 2020 Valencia San Francisco Great Park Commercial Total Land sales $ 16 $ — $ — $ — $ 16 Management services — 795 7,352 97 8,244 Operating properties 493 180 — — 673 509 975 7,352 97 8,933 Operating properties leasing revenues 287 — — — 287 $ 796 $ 975 $ 7,352 $ 97 $ 9,220 Three Months Ended March 31, 2019 Valencia San Francisco Great Park Commercial Total Land sales $ 64 $ 221 $ — $ — $ 285 Management services — 698 10,396 (31) 11,063 Operating properties 1,253 174 — — 1,427 1,317 1,093 10,396 (31) 12,775 Operating properties leasing revenues 298 — — — 298 $ 1,615 $ 1,093 $ 10,396 $ (31) $ 13,073 The opening and closing balances of the Company’s contract assets for the three months ended March 31, 2020 were $73.0 million ($68.1 million related party, see Note 8) and $75.7 million ($70.5 million related party, see Note 8), respectively. The opening and closing balances of the Company’s contract assets for the three months ended March 31, 2019 were $50.6 million ($49.8 million related party) and $57.3 million ($55.5 million related party), respectively. The increase of $2.7 million and $6.7 million for the three months ended March 31, 2020 and 2019, respectively, between the opening and closing balances of the Company’s contract assets primarily result from a timing difference between the Company’s recognition of revenue earned for the performance of management services and no contractual payments due from the customer during the period. The opening and closing balances of the Company’s receivables from contracts with customers and contract liabilities for the three months ended March 31, 2020 and 2019 were insignificant. |
Investment In Unconsolidated En
Investment In Unconsolidated Entities | 3 Months Ended |
Mar. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Entities | INVESTMENT IN UNCONSOLIDATED ENTITIES Great Park Venture The Great Park Venture has two classes of interests—“Percentage Interests” and “Legacy Interests.” Legacy Interest holders are entitled 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. The Operating Company owns 37.5% of the Great Park Venture’s Percentage Interests as of March 31, 2020. The Great Park Venture has made distributions to the holders of Legacy Interests in the aggregate amount of $431.3 million as of March 31, 2020. The Great Park Venture is the owner of Great Park Neighborhoods, a mixed-use, master-planned community located in Orange County, California. The Company, through the Management Company, manages the planning, development and sale of the Great Park Neighborhoods and supervises the day-to-day affairs of the Great Park Venture. The Great Park Venture is managed by an executive committee of representatives appointed by only the holders of Percentage Interests. The Company does not control the actions of the executive committee. At each reporting period, and when events and circumstances dictate, the Company evaluates its equity method investment in the Great Park Venture for impairment. This evaluation focuses on the recoverability of the carrying value based upon the discounted value of distributions the Company expects to receive from the Great Park Venture. This evaluation is performed at the investment level and is separate and apart from impairment evaluations on long-lived assets, such as the Company’s consolidated inventory balances, that focus on recoverability with undiscounted cash flows. The Company evaluates the investment as a whole and does not evaluate the underlying assets of the Great Park Venture for impairment. If the Great Park Venture records an impairment charge against its assets, the Company will recognize its share of the loss, adjusted for basis differences. During the three months ended March 31, 2020 and 2019, the Great Park Venture did not recognize any impairment losses on its long-lived assets. At March 31, 2020, the Company determined that an other-than-temporary impairment existed for the Company’s investment in the Great Park Venture as the estimated fair value of the investment was less than the carrying value. This was the result of a delay in the projected distributions from Great Park Venture to the Company. In determining that the impairment was other-than-temporary, the Company concluded that it was uncertain if a near term recovery of value that was lost as a result of delays to expected land sales from the impacts of the COVID-19 pandemic would occur. As a result, the Company recognized a $26.9 million impairment charge included in equity in loss from unconsolidated entities on the condensed consolidated statement of operations during the three months ended March 31, 2020. Below are the most significant unobservable inputs used in the Company’s discounted cash flow model to determine the estimated fair value (level 3) of the Company’s investment in the Great Park Venture at March 31, 2020 : Unobservable inputs Range Annual home price appreciation 0% - 7% Annual horizontal development cost appreciation 0% - 3% Average annual absorption of homesites (market rate homesites) 900 2020 home price range $640,000 - $1,300,000 Unlevered discount rate 9% The cost of the Company’s investment in the Great Park Venture, adjusted for impairments, is 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 (mainly inventory) and liabilities that gave rise to the basis difference are sold, settled or amortized. During the three months ended March 31, 2020 and 2019, the Great Park Venture recognized $0.7 million and $127.7 million, respectively, in land sale revenues to a related party of the Company. The following table summarizes the statements of operations of the Great Park Venture for the three months ended March 31, 2020 and 2019 and reconciles the Company’s share to the amount recognized as equity in (loss) earnings (in thousands): Three Months Ended March 31, 2020 2019 Land sale revenues $ 22,176 $ 159,163 Cost of land sales (15,304) (107,819) Other costs and expenses (11,190) (14,233) Net (loss) income of Great Park Venture $ (4,318) $ 37,111 The Company’s share of net (loss) income $ (1,619) $ 13,917 Basis difference amortization (1,890) (4,473) Other-than-temporary investment impairment (26,851) — Equity in (loss) earnings from Great Park Venture $ (30,360) $ 9,444 The following table summarizes the balance sheet data of the Great Park Venture and the Company’s investment balance as of March 31, 2020 and December 31, 2019 (in thousands): March 31, 2020 December 31, 2019 Inventories $ 890,152 $ 870,861 Cash and cash equivalents 185,540 293,002 Receivable and other assets 30,327 32,395 Total assets $ 1,106,019 $ 1,196,258 Accounts payable and other liabilities $ 151,435 $ 159,965 Distribution payable to Legacy Interests — 76,272 Redeemable Legacy Interests 133,695 133,695 Capital (Percentage Interest) 820,889 826,326 Total liabilities and capital $ 1,106,019 $ 1,196,258 The Company’s share of capital in Great Park Venture $ 307,834 $ 309,872 Unamortized basis difference 93,222 121,963 The Company’s investment in the Great Park Venture $ 401,056 $ 431,835 Gateway Commercial Venture The Company owns a 75% interest in the Gateway Commercial Venture as of March 31, 2020. 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. The Gateway Commercial Venture owns the Five Point Gateway Campus located in Irvine, California and acquired the Five Point Gateway Campus through debt and capital funding. The debt obtained by the Gateway Commercial Venture is non-recourse to the Company other than in the case of customary “bad act” exceptions or bankruptcy or insolvency events. The Company and a related party of the Company separately lease office space at the Five Point Gateway Campus, and during the three months ended March 31, 2020 and 2019, the Gateway Commercial Venture recognized $2.1 million and $2.0 million, respectively, in rental revenues from those leasing arrangements. The following table summarizes the statements of operations of the Gateway Commercial Venture for the three months ended March 31, 2020 and 2019 (in thousands): Three Months Ended March 31, 2020 2019 Rental revenues $ 8,476 $ 8,380 Rental operating and other expenses (1,719) (1,593) Depreciation and amortization (3,781) (3,206) Interest expense (3,711) (4,331) Net loss of Gateway Commercial Venture $ (735) $ (750) Equity in loss from Gateway Commercial Venture $ (551) $ (562) The following table summarizes the balance sheet data of the Gateway Commercial Venture and the Company’s investment balance as of March 31, 2020 and December 31, 2019 (in thousands): March 31, 2020 December 31, 2019 Real estate and related intangible assets, net $ 449,237 $ 451,988 Other assets 24,276 21,410 Total assets $ 473,513 $ 473,398 Notes payable, net $ 302,784 $ 302,344 Other liabilities 36,258 35,848 Members’ capital 134,471 135,206 Total liabilities and capital $ 473,513 $ 473,398 The Company’s investment in the Gateway Commercial Venture $ 100,853 $ 101,404 |
Noncontrolling Interests
Noncontrolling Interests | 3 Months Ended |
Mar. 31, 2020 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | NONCONTROLLING INTERESTS The Holding Company’s wholly owned subsidiary is the managing general partner of the Operating Company. At March 31, 2020, the Holding Company and its wholly owned subsidiary owned approximately 62.5% of the outstanding Class A Common Units and 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 37.5% 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 terms of the Operating Company's Limited Partnership Agreement (“LPA”) provide for the payment of certain tax distributions to the Operating Company's partners and management partner in an amount equal to the estimated income tax liabilities resulting from taxable income or gain allocated to those parties. The tax distribution provisions in the LPA were included in the Operating Company's governing documents adopted prior to our initial public offering and were designed to provide funds necessary to pay tax liabilities for income that might be allocated, but not paid, to the partners and the management partner. The management partner is an entity controlled by the Company’s Chairman and Chief Executive Officer, Emile Haddad. Consequently, in accordance with the terms of the LPA, a tax distribution payment of $4.6 million was paid to the management partner in January 2020 as a result of taxable income allocated to it in 2018 and estimated to be allocated to it in 2019. The tax distribution made is treated as an advance distribution under the LPA and will be taken into account when determining the amounts otherwise distributable to the management partner under the LPA. The San Francisco Venture has three classes of units—Class A, Class B and Class C units. The Operating Company owns all of the outstanding Class B units of the San Francisco Venture. All of the outstanding Class A units are owned by affiliates of Lennar Corporation (“Lennar”) and affiliates of Castlelake, LP (“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. Concurrent with the termination of the project that was to construct a retail outlet shopping mall in early 2019 (see Note 8), the San Francisco Venture issued 436,498 Class A units (and the Holding Company issued 436,498 of its Class B common shares) to, and received a contribution of $5.5 million from, the holders of Class A units of the San Francisco Venture. In 2019, the San Francisco Venture issued 25.0 million new Class C units to an affiliate of Lennar in exchange for a contribution of $25.0 million to the San Francisco Venture. Provided that Lennar completes the construction of a certain number of new homes in Candlestick as contemplated under purchase and sale agreements with the Company, the San Francisco Venture is required to redeem the Class C units if and when the Company receives reimbursements from the Mello-Roos communities facilities district formed for the development, in an aggregate amount equal to 50% of any reimbursements up to a maximum amount of $25.0 million. The San Francisco Venture also maintains the ability to redeem the then outstanding balance of Class C units for cash at any time. 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 50% of 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 any other forms of distributions and are not entitled to any voting rights. 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 development. At March 31, 2020, $25.0 million of Class C units are outstanding and included in redeemable noncontrolling interest on the condensed consolidated balance sheet. Net (loss) income attributable to the noncontrolling interests on the condensed 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. 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 a result, such equity transactions result in an adjustment between members’ capital 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 any change in total net assets of the Company. During the three months ended March 31, 2020 and 2019, 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. |
Consolidated Variable Interest
Consolidated Variable Interest Entity | 3 Months Ended |
Mar. 31, 2020 | |
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 payable pursuant to a tax receivable agreement (“TRA”), which was $173.2 million and $172.6 million at March 31, 2020 and December 31, 2019, respectively. The Operating Company has investments in, and consolidates the assets and liabilities of, the San Francisco Venture, FP LP and FPL, all of which have also been determined to be VIEs. The San Francisco Venture is a VIE as the other members of the venture, individually or as a group, are not able to exercise kick-out rights or substantive participating rights. The Company applied the variable interest model and determined that it is the primary beneficiary of the San Francisco Venture and, accordingly, the San Francisco Venture is consolidated in 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, excluding Class C units, the Operating Company can prevent or cause the San Francisco Venture from making distributions on its units, and the Operating Company would receive 99% of any such distributions (assuming no distributions had been paid on the Class A Common Units of the Operating Company). In addition, the San Francisco Venture is only allowed to make a capital call on the Operating Company and not any other interest holders, which could be a significant financial risk to the Operating Company. As of March 31, 2020, the San Francisco Venture had total combined assets of $1,205.8 million, primarily comprised of $1,195.6 million of inventories, $2.2 million in related party assets and $1.3 million in cash and total combined liabilities of $115.3 million including $101.8 million in related party liabilities. As of December 31, 2019, the San Francisco Venture had total combined assets of $1,197.1 million, primarily comprised of $1,186.2 million of inventories, $2.2 million in related party assets and $1.3 million in cash and total combined liabilities of $119.2 million including $102.4 million in related party liabilities. Those assets are owned by, and those liabilities are obligations of, the San Francisco Venture, not the Company. The San Francisco Venture’s operating subsidiaries are not guarantors of the Company’s obligations, and the assets held by the San Francisco Venture may only be used as collateral for the San Francisco Venture’s obligations. The creditors of the San Francisco Venture do not have recourse to the assets of the Operating Company, as the VIE’s primary beneficiary, or of the Holding Company. The Company and 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 does not guarantee any debt of the San Francisco Venture. However, the Operating Company has guaranteed the performance of payment by the San Francisco Venture in accordance with the redemption terms of the Class C units of the San Francisco Venture (see Note 5). FP LP and FPL are VIEs because the other partners or members have disproportionately fewer voting rights, and substantially all of the activities of the entities are conducted on behalf of the other partners or members and their related parties. The Operating Company, or a wholly owned subsidiary of the Operating Company, is the primary beneficiary of FP LP and FPL. As of March 31, 2020, FP LP and FPL had combined assets of $954.6 million, primarily comprised of $763.3 million of inventories, $78.0 million of intangibles, $70.4 million in related party assets and $0.1 million in cash, and total combined liabilities of $129.2 million, including $120.1 million in accounts payable and other liabilities and $9.1 million in related party liabilities. As of December 31, 2019, FP LP and FPL had combined assets of $900.0 million, primarily comprised of $703.6 million of inventories, $80.4 million of intangibles, $72.3 million in related party assets and $0.5 million in cash, and total combined liabilities of $126.8 million, including $117.6 million in accounts payable and other liabilities and $9.2 million in related party liabilities. |
Intangible Asset, Net - Related
Intangible Asset, Net - Related Party | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Asset, Net - Related Party | INTANGIBLE ASSET, NET—RELATED PARTY The intangible asset relates to the contract value of the incentive compensation provisions of the A&R DMA with the Great Park Venture. The intangible asset will be amortized over the contract period based on the pattern in which the economic benefits are expected to be received. The carrying amount and accumulated amortization of the intangible asset as of March 31, 2020 and December 31, 2019 were as follows (in thousands): March 31, 2020 December 31, 2019 Gross carrying amount $ 129,705 $ 129,705 Accumulated amortization (51,715) (49,355) Net book value $ 77,990 $ 80,350 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS Related party assets and liabilities included in the Company’s condensed consolidated balance sheets as of March 31, 2020 and December 31, 2019 consisted of the following (in thousands): March 31, 2020 December 31, 2019 Related Party Assets: Contract assets (see Note 3) $ 70,462 $ 68,133 Operating lease right-of-use asset (see Note 11) 22,522 23,047 Other 2,164 6,381 $ 95,148 $ 97,561 Related Party Liabilities: Reimbursement obligation $ 101,823 $ 102,403 Payable to holders of Management Company’s Class B interests 9,000 9,000 Operating lease liability (see Note 11) 16,024 16,282 Other 111 197 $ 126,958 $ 127,882 Contingent Consideration to Class A Members of the San Francisco Venture In early 2019, the Company and the members of a joint venture formed between affiliates of The Macerich Company, Lennar and Castlelake, that intended to construct a retail outlet shopping district at Candlestick decided not to proceed with the project. As part of the termination of the project, the San Francisco Venture was released from its obligation to convey parcels of property on which the project was intended to be developed and from certain development obligations. As a result of terminating the project and agreements related thereto, the San Francisco Venture recognized a gain of $64.9 million for the three months ended March 31, 2019, representing the settlement of the contingent consideration pertaining to the development obligations and relief from the conveyance of these parcels. Indirect Legacy Interest in Great Park Venture The Company holds an indirect interest in rights to certain Legacy Interests in the Great Park Venture through an equity method investment. In January 2020, the Company received a $1.7 million Legacy Interest distribution from the Great Park Venture. At March 31, 2020 and December 31, 2019, the carrying value of the indirect interest was $0.1 million and $1.8 million, respectively and is included in other related party assets in the table above. |
Notes Payable, Net
Notes Payable, Net | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable, Net | NOTES PAYABLE, NET At March 31, 2020 and December 31, 2019, notes payable consisted of the following (in thousands): March 31, 2020 December 31, 2019 7.875% Senior Notes due 2025 $ 625,000 $ 625,000 Unamortized debt issuance costs and discount (8,570) (8,954) $ 616,430 $ 616,046 |
Tax Receivable Agreement
Tax Receivable Agreement | 3 Months Ended |
Mar. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Tax Receivable Agreement | TAX RECEIVABLE AGREEMENT The Company is a party to a TRA with all of the holders of Class A Common Units of the Operating Company, all the holders of Class A units of the San Francisco Venture, and prior holders of Class A Common Units of the Operating Company and prior holders of Class A Units of the San Francisco Venture that have exchanged their holdings for Class A common shares (as parties to the TRA, the “TRA Parties”). At March 31, 2020 and December 31, 2019, the Company’s condensed consolidated balance sheets include a liability of $173.2 million and $172.6 million, respectively, for payments expected to be made under certain components of the TRA which the Company deems to be probable and estimable. The Company may record adjustments to TRA liabilities 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. Changes in the Company’s estimates of the utilization of its deferred tax attributes and tax rates in effect may also result in subsequent adjustments to the amount of TRA liabilities recognized.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 three months ended March 31, 2020 and 2019. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | LEASES The Company’s lessee arrangements consist of agreements to lease certain office facilities and equipment and the Company leases portions of its land to third parties for agriculture or other miscellaneous uses. The Company’s significant agriculture lease agreements are short-term in nature. As of March 31, 2020, all leasing arrangements are classified as operating leases. The Company’s office leases have remaining lease terms of approximately four years to nine years and include one or more extension options to renew, some of which include options to extend the leases for up to ten years. The Company only includes renewal options in the lease term when it is reasonably certain that it will exercise such options. The components of lease costs were as follows for the three months ended March 31, 2020 and 2019 (in thousands): Three Months Ended 2020 2019 Operating lease cost $ 554 $ 661 Related party operating lease cost 789 784 Short-term lease cost 126 132 Supplemental balance sheet information related to leases as of March 31, 2020 and December 31, 2019 were as follows (in thousands, except lease term in years and discount rate): March 31, 2020 December 31, 2019 Operating lease right-of-use assets ($22,522 and $23,047 related party, respectively) $ 31,520 $ 32,579 Operating lease liabilities ($16,024 and $16,282 related party, respectively) $ 26,433 $ 27,206 Weighted average remaining lease term (operating lease) 6.8 7.1 Weighted average discount rate (operating lease) 5.9 % 5.9 % Operating lease right-of-use assets are included in other assets or related party assets and operating lease liabilities are included in accounts payable and other liabilities or related party liabilities on the condensed consolidated balance sheet. The table below reconciles the undiscounted cash flows to the operating lease liabilities recorded on the condensed consolidated balance sheet as of March 31, 2020 (in thousands): Years Ending December 31, Rental 2020 (excluding the three months ended March 31, 2020) $ 3,468 2021 5,263 2022 5,420 2023 5,583 2024 2,495 2025 2,474 Thereafter 8,096 Total lease payments $ 32,799 Discount $ 6,366 Total operating lease liabilities $ 26,433 |
Leases | LEASES The Company’s lessee arrangements consist of agreements to lease certain office facilities and equipment and the Company leases portions of its land to third parties for agriculture or other miscellaneous uses. The Company’s significant agriculture lease agreements are short-term in nature. As of March 31, 2020, all leasing arrangements are classified as operating leases. The Company’s office leases have remaining lease terms of approximately four years to nine years and include one or more extension options to renew, some of which include options to extend the leases for up to ten years. The Company only includes renewal options in the lease term when it is reasonably certain that it will exercise such options. The components of lease costs were as follows for the three months ended March 31, 2020 and 2019 (in thousands): Three Months Ended 2020 2019 Operating lease cost $ 554 $ 661 Related party operating lease cost 789 784 Short-term lease cost 126 132 Supplemental balance sheet information related to leases as of March 31, 2020 and December 31, 2019 were as follows (in thousands, except lease term in years and discount rate): March 31, 2020 December 31, 2019 Operating lease right-of-use assets ($22,522 and $23,047 related party, respectively) $ 31,520 $ 32,579 Operating lease liabilities ($16,024 and $16,282 related party, respectively) $ 26,433 $ 27,206 Weighted average remaining lease term (operating lease) 6.8 7.1 Weighted average discount rate (operating lease) 5.9 % 5.9 % Operating lease right-of-use assets are included in other assets or related party assets and operating lease liabilities are included in accounts payable and other liabilities or related party liabilities on the condensed consolidated balance sheet. The table below reconciles the undiscounted cash flows to the operating lease liabilities recorded on the condensed consolidated balance sheet as of March 31, 2020 (in thousands): Years Ending December 31, Rental 2020 (excluding the three months ended March 31, 2020) $ 3,468 2021 5,263 2022 5,420 2023 5,583 2024 2,495 2025 2,474 Thereafter 8,096 Total lease payments $ 32,799 Discount $ 6,366 Total operating lease liabilities $ 26,433 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
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. Valencia Project Approval Settlement In September 2017, the Company reached a settlement with key national and state environmental and Native American organizations that were petitioners (the “Settling Petitioners”) in various legal challenges to Valencia’s regulatory approvals and permits. As of March 31, 2020, the Company has a liability balance of $17.7 million associated with certain obligations of the project approval settlement. The Holding Company has provided a guaranty to the Settling Petitioners for monetary payments due from the Company as required under the settlement. As of March 31, 2020, the remaining estimated maximum potential amount of monetary payments subject to the guaranty was $23.9 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 Valencia project approvals. See “Legal Proceedings” below. 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 $228.1 million and $230.0 million as of March 31, 2020 and December 31, 2019, respectively. Candlestick and The San Francisco Shipyard Disposition and Development Agreement The San Francisco Venture is a party to a disposition and development agreement with the Successor to the Redevelopment Agency of the City and County of San Francisco (the “San Francisco Agency”) in which the San Francisco Agency has agreed to convey portions of Candlestick and The San Francisco Shipyard to the San Francisco Venture for development. The San Francisco Venture has agreed to reimburse the San Francisco Agency for reasonable costs and expenses actually incurred and paid by the San Francisco Agency in performing its obligations under the disposition and development agreement. The San Francisco Agency can also earn a return of certain profits generated from the development and sale of Candlestick and The San Francisco Shipyard if certain thresholds are met. As of March 31, 2020 the thresholds had not been met. At each of March 31, 2020 and December 31, 2019, the Company 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 March 31, 2020 and December 31, 2019, the Company had outstanding letters of credit totaling $1.8 million and $2.4 million, respectively. These letters of credit were issued to secure various development and financial obligations. At each of March 31, 2020 and December 31, 2019, 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 Landmark Village/Mission Village During the pendency of certain prior litigation involving the approval of the original environmental impact reports and related permits for the Landmark Village and Mission Village projects at Valencia, in July 2017, the Los Angeles County Board of Supervisors certified the final additional environmental analyses required as a result of a prior California Supreme Court decision regarding the original greenhouse gas analysis related to the projects and reapproved the Landmark Village and Mission Village projects and related permits. In August 2017, two petitioners, Santa Clarita Organization for Planning and the Environment and Friends of the Santa Clara River (collectively, “Non-Settling Petitioners”), who did not participate in a settlement of prior litigation involving the Company and certain other petitioners, filed a new petition for writ of mandate in the Los Angeles Superior Court. The petition challenged Los Angeles County’s July 2017 approvals of the Mission Village and Landmark Village environmental analyses and the two projects based on claims arising under the California Environmental Quality Act and the California Water Code. The Superior 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 Los Angeles County and the Company. In March 2019, the Non-Settling Petitioners filed an appeal of the Superior Court’s ruling. In April 2020, the Court of Appeal issued a ruling affirming the Superior Court’s judgment in favor of the Company and Los Angeles County. Hunters Point Litigation In May 2018, residents of the Bayview Hunters Point neighborhood in San Francisco filed a putative class action in San Francisco Superior Court naming Tetra Tech, Inc. and Tetra Tech EC, Inc., an independent contractor hired by the U.S. Navy to conduct testing and remediation of toxic radiological waste at The San Francisco Shipyard (“Tetra Tech”), Lennar and the Company as defendants. The 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. 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. All of these cases have been removed to the U.S. District Court for the Northern District of California. 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. As a significant land owner and developer of unimproved land it is possible that environmental contamination conditions could exist that would require the Company to take corrective action. In the opinion of the Company, such corrective actions, if any, would not have a material adverse effect on the Company’s condensed consolidated financial statements. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | SUPPLEMENTAL CASH FLOW INFORMATION Supplemental cash flow information for the three months ended March 31, 2020 and 2019 were as follows (in thousands): 2020 2019 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest, all of which was capitalized to inventories $ 1,049 $ 12,141 NONCASH INVESTING AND FINANCING ACTIVITIES: Recognition of TRA liability $ 615 $ 1,696 Purchase of properties and equipment in accounts payable $ 627 $ — The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows for the three months ended March 31, 2020 and 2019 (in thousands): 2020 2019 Cash and cash equivalents $ 247,754 $ 373,292 Restricted cash and certificates of deposit 1,742 1,738 Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows $ 249,496 $ 375,030 Amounts included in restricted cash and certificates of deposit represent amounts held as collateral on open letters of credit related to development obligations or because of other contractual obligations of the Company that require the restriction. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting | SEGMENT REPORTING The Company’s reportable segments consist of: • Valencia (formerly Newhall)—includes the community of Valencia (formerly known as Newhall Ranch) planned for development in northern Los Angeles County, California. The Valencia segment derives revenues from the sale of residential and commercial land sites to homebuilders, commercial developers and commercial buyers in addition to ancillary operations of operating properties. • San Francisco—includes the Candlestick and The San Francisco Shipyard communities located on bayfront property in the City of San Francisco, California. The San Francisco segment derives revenues from the sale of residential and commercial land sites to homebuilders, commercial developers and commercial buyers in addition to management services provided to affiliates of a related party. • Great Park—includes the Great Park Neighborhoods being developed adjacent to and around the Orange County Great Park, a metropolitan park under construction in Orange County, California. This segment also includes management services provided by the Management Company to the Great Park Venture, the owner of the Great Park Neighborhoods. As of March 31, 2020, the Company had a 37.5% Percentage Interest in the Great Park Venture and accounted for the investment under the equity method. The reported segment information for the Great Park segment includes the results of 100% of the Great Park Venture at the historical basis of the venture, which did not apply push down accounting at acquisition date. The Great Park segment derives revenues from the sale of residential and commercial land sites to homebuilders, commercial developers and commercial buyers, and 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 services provided by the Management Company to the Gateway Commercial Venture, the entity that owns the Five Point Gateway Campus. As of March 31, 2020, the Company had a 75% interest in the Gateway Commercial Venture and accounted for the investment under the equity method. The reported segment information for the Commercial segment includes the results of 100% of the Gateway Commercial Venture. Segment operating results and reconciliations to the Company’s consolidated balances are as follows (in thousands): Revenues Profit (Loss) Three Months Ended March 31, 2020 2019 2020 2019 Valencia $ 796 $ 1,615 $ (4,794) $ (4,084) San Francisco 975 1,093 (3,092) 61,074 Great Park 29,528 169,559 (2,542) 40,268 Commercial 8,573 8,349 (638) (781) Total reportable segments $ 39,872 180,616 (11,066) 96,477 Reconciling items: Removal of results of unconsolidated entities— Great Park Venture (1) (22,176) (159,163) 4,318 (37,111) Gateway Commercial Venture (1) (8,476) (8,380) 735 750 Add equity in earnings (losses) from unconsolidated entities— Great Park Venture — — (30,360) 9,444 Gateway Commercial Venture — — (551) (562) Corporate and unallocated (2) — — (16,295) (16,265) Total consolidated balances $ 9,220 $ 13,073 $ (53,219) $ 52,733 (1) Represents the removal of the Great Park Venture’s and Gateway Commercial Venture’s operating results that are included in the Great Park segment and Commercial segment operating results, respectively, but are not included in the Company’s consolidated results. (2) Corporate and unallocated activity is primarily comprised of corporate general, and administrative expenses. Segment assets and reconciliations to the Company’s consolidated balances are as follows (in thousands): March 31, 2020 December 31, 2019 Valencia $ 806,855 $ 748,082 San Francisco 1,205,828 1,197,081 Great Park 1,265,509 1,356,417 Commercial 473,545 473,409 Total reportable segments $ 3,751,737 3,774,989 Reconciling items: Removal of unconsolidated balances of Great Park Venture (1) (1,106,019) (1,196,258) Removal of unconsolidated balances of Gateway Commercial Venture (1) (473,513) (473,398) Other eliminations (2) (11,794) (8,310) Add investment balance in Great Park Venture 401,056 431,835 Add investment balance in Gateway Commercial Venture 100,853 101,404 Corporate and unallocated (3) 275,103 374,438 Total consolidated balances $ 2,937,423 $ 3,004,700 (1) Represents the removal of the Great Park Venture’s and Gateway Commercial Venture’s balances that are included in the Great Park segment and Commercial segment balances, respectively, but are not included in the Company’s consolidated balances. (2) Represents intersegment balances that eliminate in consolidation. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | SHARE-BASED COMPENSATION The Company has an incentive award plan pursuant to which the Company has granted restricted share units (“RSUs”) and restricted share awards either fully vested, with service conditions or with service and market performance conditions based on the market price of the Company’s Class A common shares. Awards with a service condition generally vest over a three-year period or in the case of non-employee directors over one year. Awards with a service and market performance condition generally vest at the end of a three-year period. Restricted share awards entitle the holders to non-forfeitable distributions and to vote the underlying Class A common share during the restricted period. As of March 31, 2020, there were 4,678,600 remaining Class A common shares available for future issuance under the Incentive Award Plan. 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. The grant date fair value of awards with a market condition are determined using a Monte-Carlo approach. In January 2020, the Company reacquired vested RSUs and restricted Class A common shares for $5.5 million for the purpose of settling tax withholding obligations of employees. The reacquisition cost is based on the fair value of the Company’s Class A common shares on the date the tax obligation is incurred. The following table summarizes share-based equity compensation activity for the three months ended March 31, 2020: Share-Based Awards Weighted- Nonvested at January 1, 2020 3,011 $ 9.02 Granted 677 $ 8.09 Forfeited (302) $ 6.82 Vested (1,056) $ 12.70 Nonvested at March 31, 2020 2,330 $ 7.37 Share-based compensation expense was $3.0 million and $3.3 million for the three months ended March 31, 2020 and 2019, respectively. Share-based compensation expense is included in selling, general, and administrative expenses in the accompanying condensed consolidated statements of operations. Approximately $14.6 million of total unrecognized compensation cost related to non-vested awards is expected to be recognized over a weighted–average period of 1.8 years from March 31, 2020. The estimated fair value at vesting of share-based awards that vested during the three months ended March 31, 2020 was $8.5 million. |
Employee Benefit Plans
Employee Benefit Plans | 3 Months Ended |
Mar. 31, 2020 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | EMPLOYEE BENEFIT PLANS 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. In 2004, the Retirement Plan was amended to cease future benefit accruals and the Retirement Plan was frozen. 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 expects to contribute $0.6 million to the Retirement Plan in 2020 and did not make any contributions during the three months ended March 31, 2020. The components of net periodic benefit for the three months ended March 31, 2020 and 2019, are as follows (in thousands): Three Months Ended 2020 2019 Net periodic benefit: Interest cost $ 164 $ 208 Expected return on plan assets (276) (253) Amortization of net actuarial loss 24 35 Net periodic benefit $ (88) $ (10) |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes , 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 share of taxable income or loss passed through from the operating subsidiaries. In the three months ended March 31, 2020, the Company recorded no provision or benefit for income taxes (after application of an increase in the Company’s valuation allowance) on pre-tax loss of $53.2 million. In the three months ended March 31, 2019, the Company recorded a $1.3 million provision for income taxes (after application of a decrease in the Company’s valuation allowance) on pre-tax income of $54.0 million. The effective tax rates for the three months ended March 31, 2020 and 2019, differ from the 21% federal statutory rate and applicable state statutory 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. The Company’s tax provision for the three months ended March 31, 2019 relates to adjustments to the Company’s valuation allowance resulting from the limitation on post-2017 net operating losses to offset only 80% of deferred tax liabilities which was treated as a discrete event. Each quarter the Company assesses its deferred tax asset to determine whether all or any portion of the asset is more likely than not unrealizable under the guidance of ASC Topic 740, Income Taxes . The Company is required to establish a valuation allowance for any portion of the asset it concludes is more likely than not unrealizable. The Company’s assessment considers, among other things, the nature, frequency and severity of prior cumulative losses, forecasts of future taxable income, the duration of statutory carryforward periods, its utilization experience with operating loss and tax credit carryforwards and tax planning alternatives, to the extent these items are applicable. Largely due to a history of book losses, the Company has recorded a valuation allowance against its federal and state net deferred tax assets. The Company files U.S. federal and state income tax returns in jurisdictions with varying statutes of limitations. Fiscal years 2015 through 2018 generally remain subject to examination by federal and state tax authorities. The Company is not currently under examination by any tax authority. The Company classifies any interest and penalties related to income taxes assessed by jurisdiction as part of income tax expense. The Company has concluded that there were no significant uncertain tax positions requiring recognition in its financial statements, nor has the Company been assessed interest or penalties by any major tax jurisdictions related to any open tax periods. The Coronavirus Aid, Relief and Economic Security Act ("CARES Act") was signed into law on March 27, 2020. The CARES Act includes various income and payroll tax provisions that the Company is in the process of analyzing to determine the financial impact on its condensed consolidated financial statements. The Company is taking advantage of some of the payroll tax deferrals provided in the CARES Act. The Company does not believe that any other aspects of the CARES Act are material to the tax provision during the quarter. |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements and Disclosures | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Fair Value Measurements and Disclosures | FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS AND DISCLOSURES ASC Topic 820, Fair Values Measurement, emphasizes that a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, the guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions. The following hierarchy classifies the inputs used to determine fair value into three levels: Level 1 —Quoted prices for identical instruments in active markets Level 2 —Quoted prices for similar instruments in active markets or inputs, other than quoted prices, that are observable for the instrument either directly or indirectly Level 3 —Significant inputs to the valuation model are unobservable At each reporting period, the Company evaluates the fair value of its financial instruments. 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 March 31, 2020 and December 31, 2019. The fair value of the Company’s notes payable, net, are estimated based on quoted market prices (level 2). At March 31, 2020, the estimated fair value of notes payable, net was $533.8 million compared to a carrying value of $616.4 |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2020 | |
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 Holding Company’s Second Amended and Restated Limited Liability Company 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 share in the Company’s losses, and they share in the losses using the same mechanism as the distributions. The Company also has restricted share awards and performance restricted share awards (see Note 15) that have a right to non-forfeitable dividends while unvested and are contemplated as participating when the Company is in a net income position. These awards participate in distributions on a basis equivalent to other Class A common shares but do not participate in losses. No distributions were declared for the three months ended March 31, 2020 and 2019. The Company operated in a net loss and net income position for the three months ended March 31, 2020 and 2019, respectively. As a result, net (loss) income attributable to the parent was allocated to the Class A common shares and Class B common shares in an amount per Class B common share equal to 0.03% multiplied by the amount per Class A common share. Basic (loss) income per Class A common share is determined by dividing net (loss) income allocated to Class A Common shareholders by the weighted average number of Class A common shares outstanding for the period. Basic (loss) income per Class B common share is determined by dividing net (loss) income allocated to the Class B common shares by the weighted average number of Class B common shares outstanding during the period. Diluted (loss) income per share calculations for both Class A common shares and Class B common shares contemplate adjustments to the numerator and the denominator under the if-converted method for the convertible Class B common shares, the exchangeable Class A units of the San Francisco Venture and the exchangeable Class A Common Units of the Operating Company. The Company uses the treasury stock method or the two-class method when evaluating dilution for RSUs, restricted shares, and performance restricted shares. The more dilutive of the two methods is included in the calculation for diluted (loss) income per share. The following table summarizes the basic and diluted earnings per share calculations for the three months ended March 31, 2020 and 2019 (in thousands, except shares and per share amounts): Three Months Ended 2020 2019 Numerator: Net (loss) income attributable to the Company $ (24,806) $ 23,808 Adjustments to net (loss) income attributable to the Company 487 107 Net (loss) income attributable to common shareholders $ (24,319) $ 23,915 Numerator—basic common shares: Net (loss) income attributable to common shareholders $ (24,319) $ 23,915 Less: net income allocated to participating securities $ — $ 986 Allocation of net income (loss) among common shareholders $ (24,319) $ 22,929 Numerator for basic net (loss) income available to Class A common shareholders $ (24,311) $ 22,921 Numerator for basic net (loss) income available to Class B common shareholders $ (8) $ 8 Numerator—diluted common shares: Net (loss) income attributable to common shareholders $ (24,319) $ 23,915 Reallocation of (loss) income to Company upon assumed exchange of units $ (954) $ 27,289 Less: net income allocated to participating securities $ — $ 985 Allocation of net income (loss) among common shareholders $ (25,273) $ 50,219 Numerator for diluted net (loss) income available to Class A common shareholders $ (25,265) $ 50,211 Numerator for diluted net (loss) income available to Class B common shareholders $ (8) $ 8 Denominator: Basic weighted average Class A common shares outstanding 66,649,866 66,210,916 Diluted weighted average Class A common shares outstanding 68,792,585 145,296,469 Basic weighted average Class B common shares outstanding 79,233,544 79,061,835 Diluted weighted average Class B common shares outstanding 79,233,544 79,275,234 Basic (loss) income per share: Class A common shares $ (0.36) $ 0.35 Class B common shares $ (0.00) $ 0.00 Diluted (loss) income per share: Class A common shares $ (0.37) $ 0.35 Class B common shares $ (0.00) $ 0.00 Anti-dilutive potential RSUs — 36,289 Anti-dilutive potential Performance RSUs 338,813 388,155 Anti-dilutive potential Restricted Shares (weighted average) 1,876,808 — Anti-dilutive potential Performance Restricted Shares (weighted average) 749,201 — Anti-dilutive potential Class A common shares (weighted average) 76,120,179 — Anti-dilutive potential Class B common shares (weighted average) — — |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2020 | |
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 $2.7 million at both March 31, 2020 and December 31, 2019, net of tax benefits of $0.8 million and $0.8 million, respectively. At both March 31, 2020 and December 31, 2019, the Company held a full valuation allowance related to the accumulated tax benefits. Accumulated other comprehensive loss of $1.6 million and $1.6 million is included in noncontrolling interests at March 31, 2020 and December 31, 2019, 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 $15,000 and $22,000, net of taxes, for the three months ended March 31, 2020 and 2019, respectively, and are included in other miscellaneous income in the accompanying condensed consolidated statements of operations. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of consolidation—The accompanying condensed consolidated financial statements include the accounts of the Holding Company and the accounts of all subsidiaries in which the Holding Company has a controlling interest and the consolidated accounts of variable interest entities (“VIEs”) in which the Holding Company is deemed to be the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation. |
Unaudited Interim Financial Information | Unaudited interim financial information —The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. In the opinion of management, all adjustments (including normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the full year. |
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. The efforts that have been implemented at the national, state and local levels to combat and mitigate a rapid spread of a global coronavirus (COVID-19) pandemic have severely impacted daily activities and the economies of California and the United States. At this time, the Company is limiting development activities at the Company’s communities. While the Company is closely monitoring government guidelines and developments in the response to the COVID-19 outbreak, the extent to which COVID-19 impacts the Company’s results will depend on future developments, including the extent and duration of precautionary measures to slow the outbreak and impacts on employment and other economic conditions affecting the Company’s business. Due to the uncertainties associated with COVID-19, the Company’s estimates of the impacts to its future results of operations, financial condition or cash flows may materially change. |
Recent Accounting Pronouncements | Recently adopted accounting pronouncements —In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU No. 2016-13”) which amends the guidance on the impairment of financial instruments, including most debt instruments, trade receivables, contract assets, and loans. ASU No. 2016-13 adds to U.S. GAAP an impairment model known as the current expected credit loss model, or CECL, 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. The Company and its unconsolidated entities adopted ASU No. 2016-13 on January 1, 2020 using a modified retrospective approach with no material impact on the Company’s consolidated financial statements. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Miscellaneous Other Income | Miscellaneous other income consisted of the following (in thousands): Three Months Ended March 31, 2020 2019 Net periodic pension benefit $ 88 $ 10 Total miscellaneous other income $ 88 $ 10 |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
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 14) (in thousands): Three Months Ended March 31, 2020 Valencia San Francisco Great Park Commercial Total Land sales $ 16 $ — $ — $ — $ 16 Management services — 795 7,352 97 8,244 Operating properties 493 180 — — 673 509 975 7,352 97 8,933 Operating properties leasing revenues 287 — — — 287 $ 796 $ 975 $ 7,352 $ 97 $ 9,220 Three Months Ended March 31, 2019 Valencia San Francisco Great Park Commercial Total Land sales $ 64 $ 221 $ — $ — $ 285 Management services — 698 10,396 (31) 11,063 Operating properties 1,253 174 — — 1,427 1,317 1,093 10,396 (31) 12,775 Operating properties leasing revenues 298 — — — 298 $ 1,615 $ 1,093 $ 10,396 $ (31) $ 13,073 |
Investment In Unconsolidated _2
Investment In Unconsolidated Entities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Significant Unobservable Inputs Used to Determine Fair Value | Below are the most significant unobservable inputs used in the Company’s discounted cash flow model to determine the estimated fair value (level 3) of the Company’s investment in the Great Park Venture at March 31, 2020 : Unobservable inputs Range Annual home price appreciation 0% - 7% Annual horizontal development cost appreciation 0% - 3% Average annual absorption of homesites (market rate homesites) 900 2020 home price range $640,000 - $1,300,000 Unlevered discount rate 9% |
Equity Method Investments | The following table summarizes the statements of operations of the Great Park Venture for the three months ended March 31, 2020 and 2019 and reconciles the Company’s share to the amount recognized as equity in (loss) earnings (in thousands): Three Months Ended March 31, 2020 2019 Land sale revenues $ 22,176 $ 159,163 Cost of land sales (15,304) (107,819) Other costs and expenses (11,190) (14,233) Net (loss) income of Great Park Venture $ (4,318) $ 37,111 The Company’s share of net (loss) income $ (1,619) $ 13,917 Basis difference amortization (1,890) (4,473) Other-than-temporary investment impairment (26,851) — Equity in (loss) earnings from Great Park Venture $ (30,360) $ 9,444 The following table summarizes the balance sheet data of the Great Park Venture and the Company’s investment balance as of March 31, 2020 and December 31, 2019 (in thousands): March 31, 2020 December 31, 2019 Inventories $ 890,152 $ 870,861 Cash and cash equivalents 185,540 293,002 Receivable and other assets 30,327 32,395 Total assets $ 1,106,019 $ 1,196,258 Accounts payable and other liabilities $ 151,435 $ 159,965 Distribution payable to Legacy Interests — 76,272 Redeemable Legacy Interests 133,695 133,695 Capital (Percentage Interest) 820,889 826,326 Total liabilities and capital $ 1,106,019 $ 1,196,258 The Company’s share of capital in Great Park Venture $ 307,834 $ 309,872 Unamortized basis difference 93,222 121,963 The Company’s investment in the Great Park Venture $ 401,056 $ 431,835 The following table summarizes the statements of operations of the Gateway Commercial Venture for the three months ended March 31, 2020 and 2019 (in thousands): Three Months Ended March 31, 2020 2019 Rental revenues $ 8,476 $ 8,380 Rental operating and other expenses (1,719) (1,593) Depreciation and amortization (3,781) (3,206) Interest expense (3,711) (4,331) Net loss of Gateway Commercial Venture $ (735) $ (750) Equity in loss from Gateway Commercial Venture $ (551) $ (562) The following table summarizes the balance sheet data of the Gateway Commercial Venture and the Company’s investment balance as of March 31, 2020 and December 31, 2019 (in thousands): March 31, 2020 December 31, 2019 Real estate and related intangible assets, net $ 449,237 $ 451,988 Other assets 24,276 21,410 Total assets $ 473,513 $ 473,398 Notes payable, net $ 302,784 $ 302,344 Other liabilities 36,258 35,848 Members’ capital 134,471 135,206 Total liabilities and capital $ 473,513 $ 473,398 The Company’s investment in the Gateway Commercial Venture $ 100,853 $ 101,404 |
Intangible Asset, Net - Relat_2
Intangible Asset, Net - Related Party (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The carrying amount and accumulated amortization of the intangible asset as of March 31, 2020 and December 31, 2019 were as follows (in thousands): March 31, 2020 December 31, 2019 Gross carrying amount $ 129,705 $ 129,705 Accumulated amortization (51,715) (49,355) Net book value $ 77,990 $ 80,350 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Related party assets and liabilities included in the Company’s condensed consolidated balance sheets as of March 31, 2020 and December 31, 2019 consisted of the following (in thousands): March 31, 2020 December 31, 2019 Related Party Assets: Contract assets (see Note 3) $ 70,462 $ 68,133 Operating lease right-of-use asset (see Note 11) 22,522 23,047 Other 2,164 6,381 $ 95,148 $ 97,561 Related Party Liabilities: Reimbursement obligation $ 101,823 $ 102,403 Payable to holders of Management Company’s Class B interests 9,000 9,000 Operating lease liability (see Note 11) 16,024 16,282 Other 111 197 $ 126,958 $ 127,882 |
Notes Payable, Net (Tables)
Notes Payable, Net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | At March 31, 2020 and December 31, 2019, notes payable consisted of the following (in thousands): March 31, 2020 December 31, 2019 7.875% Senior Notes due 2025 $ 625,000 $ 625,000 Unamortized debt issuance costs and discount (8,570) (8,954) $ 616,430 $ 616,046 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Schedule of Supplemental Cash Flow and Other Information Related to Leases | The components of lease costs were as follows for the three months ended March 31, 2020 and 2019 (in thousands): Three Months Ended 2020 2019 Operating lease cost $ 554 $ 661 Related party operating lease cost 789 784 Short-term lease cost 126 132 |
Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases as of March 31, 2020 and December 31, 2019 were as follows (in thousands, except lease term in years and discount rate): March 31, 2020 December 31, 2019 Operating lease right-of-use assets ($22,522 and $23,047 related party, respectively) $ 31,520 $ 32,579 Operating lease liabilities ($16,024 and $16,282 related party, respectively) $ 26,433 $ 27,206 Weighted average remaining lease term (operating lease) 6.8 7.1 Weighted average discount rate (operating lease) 5.9 % 5.9 % |
Operating Lease Maturities after adoption of Topic 842 | The table below reconciles the undiscounted cash flows to the operating lease liabilities recorded on the condensed consolidated balance sheet as of March 31, 2020 (in thousands): Years Ending December 31, Rental 2020 (excluding the three months ended March 31, 2020) $ 3,468 2021 5,263 2022 5,420 2023 5,583 2024 2,495 2025 2,474 Thereafter 8,096 Total lease payments $ 32,799 Discount $ 6,366 Total operating lease liabilities $ 26,433 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow and Other Information Related to Leases | Supplemental cash flow information for the three months ended March 31, 2020 and 2019 were as follows (in thousands): 2020 2019 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest, all of which was capitalized to inventories $ 1,049 $ 12,141 NONCASH INVESTING AND FINANCING ACTIVITIES: Recognition of TRA liability $ 615 $ 1,696 Purchase of properties and equipment in accounts payable $ 627 $ — |
Condensed Cash Flow Information | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows for the three months ended March 31, 2020 and 2019 (in thousands): 2020 2019 Cash and cash equivalents $ 247,754 $ 373,292 Restricted cash and certificates of deposit 1,742 1,738 Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows $ 249,496 $ 375,030 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Segment operating results and reconciliations to the Company’s consolidated balances are as follows (in thousands): Revenues Profit (Loss) Three Months Ended March 31, 2020 2019 2020 2019 Valencia $ 796 $ 1,615 $ (4,794) $ (4,084) San Francisco 975 1,093 (3,092) 61,074 Great Park 29,528 169,559 (2,542) 40,268 Commercial 8,573 8,349 (638) (781) Total reportable segments $ 39,872 180,616 (11,066) 96,477 Reconciling items: Removal of results of unconsolidated entities— Great Park Venture (1) (22,176) (159,163) 4,318 (37,111) Gateway Commercial Venture (1) (8,476) (8,380) 735 750 Add equity in earnings (losses) from unconsolidated entities— Great Park Venture — — (30,360) 9,444 Gateway Commercial Venture — — (551) (562) Corporate and unallocated (2) — — (16,295) (16,265) Total consolidated balances $ 9,220 $ 13,073 $ (53,219) $ 52,733 (1) Represents the removal of the Great Park Venture’s and Gateway Commercial Venture’s operating results that are included in the Great Park segment and Commercial segment operating results, respectively, but are not included in the Company’s consolidated results. (2) Corporate and unallocated activity is primarily comprised of corporate general, and administrative expenses. Segment assets and reconciliations to the Company’s consolidated balances are as follows (in thousands): March 31, 2020 December 31, 2019 Valencia $ 806,855 $ 748,082 San Francisco 1,205,828 1,197,081 Great Park 1,265,509 1,356,417 Commercial 473,545 473,409 Total reportable segments $ 3,751,737 3,774,989 Reconciling items: Removal of unconsolidated balances of Great Park Venture (1) (1,106,019) (1,196,258) Removal of unconsolidated balances of Gateway Commercial Venture (1) (473,513) (473,398) Other eliminations (2) (11,794) (8,310) Add investment balance in Great Park Venture 401,056 431,835 Add investment balance in Gateway Commercial Venture 100,853 101,404 Corporate and unallocated (3) 275,103 374,438 Total consolidated balances $ 2,937,423 $ 3,004,700 (1) Represents the removal of the Great Park Venture’s and Gateway Commercial Venture’s balances that are included in the Great Park segment and Commercial segment balances, respectively, but are not included in the Company’s consolidated balances. (2) Represents intersegment balances that eliminate in consolidation. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | The following table summarizes share-based equity compensation activity for the three months ended March 31, 2020: Share-Based Awards Weighted- Nonvested at January 1, 2020 3,011 $ 9.02 Granted 677 $ 8.09 Forfeited (302) $ 6.82 Vested (1,056) $ 12.70 Nonvested at March 31, 2020 2,330 $ 7.37 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Retirement Benefits [Abstract] | |
Schedule of Net Benefit Costs | The components of net periodic benefit for the three months ended March 31, 2020 and 2019, are as follows (in thousands): Three Months Ended 2020 2019 Net periodic benefit: Interest cost $ 164 $ 208 Expected return on plan assets (276) (253) Amortization of net actuarial loss 24 35 Net periodic benefit $ (88) $ (10) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table summarizes the basic and diluted earnings per share calculations for the three months ended March 31, 2020 and 2019 (in thousands, except shares and per share amounts): Three Months Ended 2020 2019 Numerator: Net (loss) income attributable to the Company $ (24,806) $ 23,808 Adjustments to net (loss) income attributable to the Company 487 107 Net (loss) income attributable to common shareholders $ (24,319) $ 23,915 Numerator—basic common shares: Net (loss) income attributable to common shareholders $ (24,319) $ 23,915 Less: net income allocated to participating securities $ — $ 986 Allocation of net income (loss) among common shareholders $ (24,319) $ 22,929 Numerator for basic net (loss) income available to Class A common shareholders $ (24,311) $ 22,921 Numerator for basic net (loss) income available to Class B common shareholders $ (8) $ 8 Numerator—diluted common shares: Net (loss) income attributable to common shareholders $ (24,319) $ 23,915 Reallocation of (loss) income to Company upon assumed exchange of units $ (954) $ 27,289 Less: net income allocated to participating securities $ — $ 985 Allocation of net income (loss) among common shareholders $ (25,273) $ 50,219 Numerator for diluted net (loss) income available to Class A common shareholders $ (25,265) $ 50,211 Numerator for diluted net (loss) income available to Class B common shareholders $ (8) $ 8 Denominator: Basic weighted average Class A common shares outstanding 66,649,866 66,210,916 Diluted weighted average Class A common shares outstanding 68,792,585 145,296,469 Basic weighted average Class B common shares outstanding 79,233,544 79,061,835 Diluted weighted average Class B common shares outstanding 79,233,544 79,275,234 Basic (loss) income per share: Class A common shares $ (0.36) $ 0.35 Class B common shares $ (0.00) $ 0.00 Diluted (loss) income per share: Class A common shares $ (0.37) $ 0.35 Class B common shares $ (0.00) $ 0.00 Anti-dilutive potential RSUs — 36,289 Anti-dilutive potential Performance RSUs 338,813 388,155 Anti-dilutive potential Restricted Shares (weighted average) 1,876,808 — Anti-dilutive potential Performance Restricted Shares (weighted average) 749,201 — Anti-dilutive potential Class A common shares (weighted average) 76,120,179 — Anti-dilutive potential Class B common shares (weighted average) — — |
Business and Organization (Deta
Business and Organization (Details) $ / shares in Units, ft² in Millions, $ in Millions | 3 Months Ended | ||
Mar. 31, 2020USD ($)aft²membervotebuilding | Apr. 30, 2020USD ($)$ / shares | Aug. 31, 2017building | |
Class of Stock [Line Items] | |||
Number of votes per share | 1 | ||
Right to exchange, conversion ratio | 1 | ||
Number of voting members | member | 3 | ||
Number of votes of management | 5 | ||
Percentage of voting members required for approval | 75.00% | ||
Number of votes of company | 2 | ||
Number of votes for each member | 1 | ||
Area of land (in acres) | a | 73 | ||
Number of buildings | building | 4 | 4 | |
Area of acquired investment (in sq ft) | ft² | 1 | ||
Great Park Venture | |||
Class of Stock [Line Items] | |||
Percentage of equity ownership | 37.50% | ||
Number of voting members | member | 4 | ||
Heritage Fields LLC | |||
Class of Stock [Line Items] | |||
Percentage of equity ownership | 37.50% | ||
Subsequent Event | |||
Class of Stock [Line Items] | |||
Closing price (in dollars per share) | $ / shares | $ 5.64 | ||
The San Francisco Venture | |||
Class of Stock [Line Items] | |||
Right to exchange, conversion ratio | 1 | ||
Equity Method Investee | Great Park Venture | Contingent Payments Due from Related Parties | |||
Class of Stock [Line Items] | |||
Related party assets | $ | $ 565 | ||
Equity Method Investee | Great Park Venture | Legacy Incentive Compensation Receivable | |||
Class of Stock [Line Items] | |||
Distributions to holders of legacy interests | $ | $ 431.3 | ||
Five Point Operating Company, LLC | Affiliated Entity | The San Francisco Venture | |||
Class of Stock [Line Items] | |||
Right to exchange, conversion ratio | 1 | ||
Percentage of distributions entitled to receive | 99.00% | ||
Five Point Operating Company, LLC | Parent Company | Affiliated Entity | |||
Class of Stock [Line Items] | |||
Right to exchange, conversion ratio | 1 | ||
Five Point Operating Company, LLC | Parent Company | Affiliated Entity | Five Point Operating Company, LLC | |||
Class of Stock [Line Items] | |||
Ownership of class A common stock, percentage | 62.50% | ||
Five Point Operating Company, LLC | Parent Company | Affiliated Entity | Subsequent Event | |||
Class of Stock [Line Items] | |||
Market capitalization of company | $ | $ 836.5 | ||
FPOVHI Member, LLC | Five Point Office Venture Holdings I, LLC Acquisition | |||
Class of Stock [Line Items] | |||
Percentage of equity ownership | 75.00% | ||
Percentage interest in venture | 75.00% | ||
Five Point Land, LLC | Subsidiary of Common Parent | |||
Class of Stock [Line Items] | |||
Subsidiary, percentage ownership | 100.00% | ||
San Francisco Venture | Subsidiary of Common Parent | |||
Class of Stock [Line Items] | |||
Subsidiary, percentage ownership | 100.00% | ||
Common Class B | |||
Class of Stock [Line Items] | |||
Conversion of common shares, ratio | 0.0003 |
Basis of Presentation - Compone
Basis of Presentation - Components of Miscellaneous Other Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Accounting Policies [Abstract] | ||
Net periodic pension benefit | $ 88 | $ 10 |
Total miscellaneous other income | $ 88 | $ 10 |
Revenues - Disaggregation of Re
Revenues - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Revenue from customers | $ 8,933 | $ 12,775 |
Revenues | 9,220 | 13,073 |
Land sales | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from customers | 16 | 285 |
Management services | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from customers | 8,244 | 11,063 |
Operating properties | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from customers | 673 | 1,427 |
Operating properties leasing revenues | 287 | 298 |
Revenues | 960 | 1,725 |
Valencia | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from customers | 509 | 1,317 |
Revenues | 796 | 1,615 |
Valencia | Land sales | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from customers | 16 | 64 |
Valencia | Management services | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from customers | 0 | 0 |
Valencia | Operating properties | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from customers | 493 | 1,253 |
Operating properties leasing revenues | 287 | 298 |
San Francisco | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from customers | 975 | 1,093 |
Revenues | 975 | 1,093 |
San Francisco | Land sales | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from customers | 0 | 221 |
San Francisco | Management services | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from customers | 795 | 698 |
San Francisco | Operating properties | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from customers | 180 | 174 |
Operating properties leasing revenues | 0 | 0 |
Great Park Venture | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from customers | 7,352 | 10,396 |
Revenues | 7,352 | 10,396 |
Great Park Venture | Land sales | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from customers | 0 | 0 |
Great Park Venture | Management services | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from customers | 7,352 | 10,396 |
Great Park Venture | Operating properties | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from customers | 0 | 0 |
Operating properties leasing revenues | 0 | 0 |
Commercial | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from customers | 97 | (31) |
Revenues | 97 | (31) |
Commercial | Land sales | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from customers | 0 | 0 |
Commercial | Management services | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from customers | 97 | (31) |
Commercial | Operating properties | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from customers | 0 | 0 |
Operating properties leasing revenues | $ 0 | $ 0 |
Revenues - Additional Informati
Revenues - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Increase (Decrease) In Contract With Customer, Asset [Roll Forward] | ||
Contract assets, beginning balance | $ 73,000 | $ 50,600 |
Increase in contract assets | 2,700 | 6,700 |
Contract assets, ending balance | 75,700 | 57,300 |
Great Park Venture | ||
Increase (Decrease) In Contract With Customer, Asset [Roll Forward] | ||
Remaining performance obligation | 24,000 | |
Affiliated Entity | ||
Increase (Decrease) In Contract With Customer, Asset [Roll Forward] | ||
Contract assets, beginning balance | 68,133 | 49,800 |
Contract assets, ending balance | $ 70,462 | $ 55,500 |
Investment In Unconsolidated _3
Investment In Unconsolidated Entities - Additional Information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($)individual | Mar. 31, 2019USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||
Revenue from customers | $ 8,933 | $ 12,775 |
Revenues | 9,220 | 13,073 |
Land sales | ||
Schedule of Equity Method Investments [Line Items] | ||
Revenue from customers | 6 | 55 |
Land sales | Affiliated Entity | ||
Schedule of Equity Method Investments [Line Items] | ||
Revenue from customers | $ 10 | 230 |
Great Park Venture | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of equity ownership | 37.50% | |
Distribution to certain interest holders, aggregate | $ 431,300 | |
Great Park Venture | Land sales | Affiliated Entity | ||
Schedule of Equity Method Investments [Line Items] | ||
Other-than-temporary investment impairment | (26,900) | |
Revenue from customers | $ 700 | 127,700 |
Gateway Commercial Venture | Five Point Office Venture Holdings I, LLC Acquisition | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of equity ownership | 75.00% | |
Number of individuals entitled to be appointed to executive committee | individual | 2 | |
Gateway Commercial Venture | Rental Revenue | Affiliated Entity | ||
Schedule of Equity Method Investments [Line Items] | ||
Revenues | $ 2,100 | 2,000 |
Great Park Venture | ||
Schedule of Equity Method Investments [Line Items] | ||
Distributions entitled to be received | 476,000 | |
Potential additional distributions entitled to be received | $ 89,000 | |
Percentage of equity ownership | 37.50% | |
Great Park Venture | Land sales | Affiliated Entity | ||
Schedule of Equity Method Investments [Line Items] | ||
Other-than-temporary investment impairment | $ (26,851) | $ 0 |
Gateway Commercial Venture | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of equity ownership | 75.00% |
Investment In Unconsolidated _4
Investment In Unconsolidated Entities - Unobservable Inputs Used to Determine Fair Value (Details) - Great Park Venture $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($)numberOfHomesites | |
Schedule of Equity Method Investments [Line Items] | |
Average annual absorption of homesites (market rate homesites) | numberOfHomesites | 900 |
Unlevered discount rate | 9.00% |
Minimum | |
Schedule of Equity Method Investments [Line Items] | |
Annual home price appreciation | 0.00% |
Annual horizontal development cost appreciation | 0.00% |
Average annual absorption of homesites (market rate homesites) | $ 640 |
Maximum | |
Schedule of Equity Method Investments [Line Items] | |
Annual home price appreciation | 7.00% |
Annual horizontal development cost appreciation | 3.00% |
Average annual absorption of homesites (market rate homesites) | $ 1,300 |
Investment In Unconsolidated _5
Investment In Unconsolidated Entities - Summarized Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Equity Method Investment, Summarized Financial Information, Income Statement [Abstract] | ||
Equity in (loss) earnings from venture | $ (30,911) | $ 8,882 |
Great Park Venture | ||
Equity Method Investment, Summarized Financial Information, Income Statement [Abstract] | ||
Land sale revenues | 22,176 | 159,163 |
Cost of land sales | (15,304) | (107,819) |
Other costs and expenses | (11,190) | (14,233) |
Net income (loss) of venture | (4,318) | 37,111 |
The Company’s share of net (loss) income | (1,619) | 13,917 |
Basis difference amortization | (1,890) | (4,473) |
Equity in (loss) earnings from venture | (30,360) | 9,444 |
Gateway Commercial Venture | ||
Equity Method Investment, Summarized Financial Information, Income Statement [Abstract] | ||
Rental revenues | 8,476 | 8,380 |
Rental operating and other expenses | (1,719) | (1,593) |
Depreciation and amortization | (3,781) | (3,206) |
Interest expense | (3,711) | (4,331) |
Net income (loss) of venture | (735) | (750) |
Equity in (loss) earnings from venture | $ (551) | $ (562) |
Investment In Unconsolidated _6
Investment In Unconsolidated Entities - Summarized Balance Sheet Data (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 |
Equity Method Investment, Summarized Financial Information, Liabilities and Equity [Abstract] | |||
Company's investment in venture | $ 501,909 | $ 533,239 | |
Great Park Venture | |||
Equity Method Investment, Summarized Financial Information, Assets [Abstract] | |||
Inventories | 890,152 | $ 870,861 | |
Cash and cash equivalents | 185,540 | 293,002 | |
Receivable and other assets | 30,327 | 32,395 | |
Total assets | 1,106,019 | 1,196,258 | |
Equity Method Investment, Summarized Financial Information, Liabilities and Equity [Abstract] | |||
Accounts payable and other liabilities | 151,435 | 159,965 | |
Distribution payable to Legacy Interests | 0 | 76,272 | |
Redeemable Legacy Interests | 133,695 | 133,695 | |
Members’ capital | 820,889 | 826,326 | |
Total liabilities and capital | 1,106,019 | 1,196,258 | |
The Company’s share of capital in Great Park Venture | 307,834 | 309,872 | |
Unamortized basis difference | 93,222 | 121,963 | |
Company's investment in venture | 401,056 | 431,835 | 431,835 |
Gateway Commercial Venture | |||
Equity Method Investment, Summarized Financial Information, Assets [Abstract] | |||
Real estate and related intangible assets, net | 449,237 | 451,988 | |
Other assets | 24,276 | 21,410 | |
Total assets | 473,513 | 473,398 | |
Equity Method Investment, Summarized Financial Information, Liabilities and Equity [Abstract] | |||
Notes payable, net | 302,784 | 302,344 | |
Other liabilities | 36,258 | 35,848 | |
Members’ capital | 134,471 | 135,206 | |
Total liabilities and capital | 473,513 | 473,398 | |
Company's investment in venture | $ 100,853 | $ 101,404 | $ 101,404 |
Noncontrolling Interests (Detai
Noncontrolling Interests (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Jan. 31, 2020USD ($) | Mar. 31, 2020USD ($)classshares | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($)shares | |
Noncontrolling Interest [Line Items] | ||||
Holding period for right to exchange | 12 months | |||
Right to exchange, conversion ratio | 1 | |||
Tax distribution to noncontrolling interest | $ 4,568 | $ 0 | ||
Proceeds from issuance of redeemable noncontrolling interest | 0 | $ 25,000 | ||
Redeemable noncontrolling interest, common stock class C units | 25,000 | |||
San Francisco Venture | ||||
Noncontrolling Interest [Line Items] | ||||
Contribution received | $ 5,500 | |||
Issuance of Class C common shares (in shares) | shares | 25,000,000 | |||
Proceeds from issuance of redeemable noncontrolling interest | $ 25,000 | |||
Maximum amount payable, class C units | 25,000 | |||
Infrastructure development costs | 25,000 | |||
San Francisco Venture | Maximum | ||||
Noncontrolling Interest [Line Items] | ||||
Authorized contribution amount | $ 25,000 | |||
The San Francisco Venture | ||||
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 | 3 | |||
Unitholder request for redemption, minimum ownership | 50.10% | |||
Conversion of Class B Common Shares Into Class A Common Shares | ||||
Noncontrolling Interest [Line Items] | ||||
Conversion of common shares, ratio | 0.0003 | |||
Class A Units | San Francisco Venture | ||||
Noncontrolling Interest [Line Items] | ||||
Shares and units issued (in shares) | shares | 436,498 | |||
Five Point Operating Company, LLC | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interest percentage of outstanding common units | 37.50% | |||
Five Point Operating Company, LLC | Common Class B | ||||
Noncontrolling Interest [Line Items] | ||||
Shares and units issued (in shares) | shares | 436,498 | |||
Five Point Operating Company, LLC | Doni, Inc. | ||||
Noncontrolling Interest [Line Items] | ||||
Tax distribution to noncontrolling interest | $ 4,600 | |||
Five Point Operating Company, LLC | Class A Units | Affiliated Entity | ||||
Noncontrolling Interest [Line Items] | ||||
Ownership percentage of outstanding common units | 62.50% | |||
Five Point Operating Company, LLC | Class B Units | Affiliated Entity | ||||
Noncontrolling Interest [Line Items] | ||||
Ownership percentage of outstanding common units | 100.00% |
Consolidated Variable Interes_2
Consolidated Variable Interest Entity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Variable Interest Entity [Line Items] | ||
Payable pursuant to tax receivable agreement | $ 173,248 | $ 172,633 |
Combined assets | 2,937,423 | 3,004,700 |
Combined liabilities | $ 1,089,929 | 1,095,900 |
The San Francisco Venture | ||
Variable Interest Entity [Line Items] | ||
Distributions | 99.00% | |
The San Francisco Venture | Variable Interest Entity, Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Inventories | $ 1,195,600 | 1,186,200 |
Related party assets | 2,200 | 2,200 |
Cash | 1,300 | 1,300 |
Related party liabilities | 101,800 | 102,400 |
The San Francisco Venture | Variable Interest Entity, Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Combined assets | 1,205,800 | 1,197,100 |
Combined liabilities | 115,300 | 119,200 |
Five Point Communities, LP and FLP | Variable Interest Entity, Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Inventories | 763,300 | 703,600 |
Related party assets | 70,400 | 72,300 |
Cash | 100 | 500 |
Related party liabilities | 9,100 | 9,200 |
Intangibles | 78,000 | 80,400 |
Accounts payable | 120,100 | 117,600 |
Five Point Communities, LP and FLP | Variable Interest Entity, Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Combined assets | 954,600 | 900,000 |
Combined liabilities | $ 129,200 | $ 126,800 |
Intangible Asset, Net - Relat_3
Intangible Asset, Net - Related Party (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Gross carrying amount | $ 129,705 | $ 129,705 | |
Accumulated amortization | (51,715) | (49,355) | |
Net book value | 77,990 | $ 80,350 | |
Amortization expense | $ 2,400 | $ 4,300 |
Related Party Transactions - Re
Related Party Transactions - Related Party Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | ||||
Contract assets | $ 75,700 | $ 73,000 | $ 57,300 | $ 50,600 |
Operating lease right-of-use assets | 31,520 | 32,579 | ||
Other | 20,908 | 22,903 | ||
Due to related parties | 126,958 | 127,882 | ||
Operating lease liabilities | 26,433 | 27,206 | ||
Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Contract assets | 70,462 | 68,133 | $ 55,500 | $ 49,800 |
Operating lease right-of-use assets | 22,522 | 23,047 | ||
Other | 2,164 | 6,381 | ||
Total Related Party Assets | 95,148 | 97,561 | ||
Operating lease liabilities | 16,024 | 16,282 | ||
Other | 111 | 197 | ||
Total Related Party Liabilities | 126,958 | 127,882 | ||
Loan Reimbursement Agreement | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Due to related parties | 101,823 | 102,403 | ||
Payable To Holders Of Management Company's Class B Interests | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Due to related parties | $ 9,000 | $ 9,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Jan. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||
Gain on settlement of contingent consideration—related party | $ 0 | $ 64,870 | ||
Distribution from indirect Legacy Interest in Great Park Venture—related party | 1,721 | $ 0 | ||
Due from Related Parties | 95,148 | $ 97,561 | ||
Great Park Venture | ||||
Related Party Transaction [Line Items] | ||||
Distribution from indirect Legacy Interest in Great Park Venture—related party | $ 1,700 | |||
Due from Related Parties | $ 100 | $ 1,800 |
Notes Payable, Net (Details)
Notes Payable, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Promissory note issued | $ 616,430 | $ 616,046 |
Unamortized debt issuance costs and discount | (8,570) | (8,954) |
Outstanding letters of credit | 1,800 | 2,400 |
Unsecured Debt | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Senior unsecured revolving credit facility, maximum borrowing capacity | 125,000 | |
Outstanding letters of credit | 300 | |
Senior unsecured revolving credit facility, available borrowing capacity | $ 124,700 | |
7.875% Senior Notes due 2025 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Interest rate on new notes | 7.875% | |
Promissory note issued | $ 625,000 | $ 625,000 |
Tax Receivable Agreement (Detai
Tax Receivable Agreement (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |||
Payable pursuant to tax receivable agreement | $ 173,248,000 | $ 172,633,000 | |
TRA payments | $ 0 | $ 0 |
Leases - Additional Information
Leases - Additional Information (Details) | Mar. 31, 2020 |
Lessee, Lease, Description [Line Items] | |
Renewal option | 10 years |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Office leases, remaining lease terms | 4 years |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Office leases, remaining lease terms | 9 years |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 554 | $ 661 |
Related party operating lease cost | 789 | 784 |
Short-term lease cost | $ 126 | $ 132 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Lessee, Lease, Description [Line Items] | ||
Operating lease right-of-use assets | $ 31,520 | $ 32,579 |
Operating lease liabilities | $ 26,433 | $ 27,206 |
Weighted average remaining lease term (operating lease) | 6 years 9 months 18 days | 7 years 1 month 6 days |
Weighted average discount rate (operating lease) | 5.90% | 5.90% |
Affiliated Entity | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease right-of-use assets | $ 22,522 | $ 23,047 |
Operating lease liabilities | $ 16,024 | $ 16,282 |
Leases - Minimum Lease Payments
Leases - Minimum Lease Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Operating Leases, After Adoption of 842 | ||
2020 (excluding the three months ended March 31, 2020) | $ 3,468 | |
2021 | 5,263 | |
2022 | 5,420 | |
2023 | 5,583 | |
2024 | 2,495 | |
2025 | 2,474 | |
Thereafter | 8,096 | |
Total payments due | 32,799 | |
Discount | 6,366 | |
Total operating lease liabilities | $ 26,433 | $ 27,206 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Lessee, Lease, Description [Line Items] | ||
Carrying amount of liability for certain obligations of the settlement | $ 17.7 | |
Remaining estimated maximum potential amount of monetary payments subject to guaranty | 23.9 | |
Outstanding letters of credit | 1.8 | $ 2.4 |
Letter of Credit | ||
Lessee, Lease, Description [Line Items] | ||
Restricted cash and certificates of deposit pledged as collateral | 1.4 | 1.4 |
Surety Bond | ||
Lessee, Lease, Description [Line Items] | ||
Outstanding letters of credit | 228.1 | 230 |
The San Francisco Venture | ||
Lessee, Lease, Description [Line Items] | ||
Guaranty of infrastructure obligations, maximum obligation | $ 197.8 | $ 197.8 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest, all of which was capitalized to inventories | $ 1,049 | $ 12,141 |
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Recognition of TRA liability | 615 | 1,696 |
Purchase of properties and equipment in accounts payable | $ 627 | $ 0 |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Condensed Cash Flow Information (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Supplemental Cash Flow Elements [Abstract] | ||||
Cash and cash equivalents | $ 247,754 | $ 346,833 | $ 373,292 | |
Restricted cash and certificates of deposit | 1,742 | 1,741 | 1,738 | |
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows | $ 249,496 | $ 348,574 | $ 375,030 | $ 497,097 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) - building | Mar. 31, 2020 | Aug. 31, 2017 |
Segment Reporting Information [Line Items] | ||
Number of buildings | 4 | 4 |
Number of buildings with one tenant | 2 | |
One Tenant Lease | ||
Segment Reporting Information [Line Items] | ||
Lease term | 20 years | |
Subsidiary Lease | ||
Segment Reporting Information [Line Items] | ||
Office leases, remaining lease terms | 130 months | |
Great Park Venture | ||
Segment Reporting Information [Line Items] | ||
Percentage of equity ownership | 37.50% | |
Gateway Commercial Venture | ||
Segment Reporting Information [Line Items] | ||
Percentage of equity ownership | 75.00% |
Segment Reporting - Revenues an
Segment Reporting - Revenues and Profit (loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 9,220 | $ 13,073 |
Profit (Loss) | (53,219) | 52,733 |
Add equity in earnings (losses) from unconsolidated entities | ||
Profit (Loss) | (30,911) | 8,882 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | 39,872 | 180,616 |
Profit (Loss) | (11,066) | 96,477 |
Corporate and Unallocated | ||
Segment Reporting Information [Line Items] | ||
Revenues | 0 | 0 |
Profit (Loss) | (16,295) | (16,265) |
Valencia | ||
Segment Reporting Information [Line Items] | ||
Revenues | 796 | 1,615 |
Valencia | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | 796 | 1,615 |
Profit (Loss) | (4,794) | (4,084) |
San Francisco | ||
Segment Reporting Information [Line Items] | ||
Revenues | 975 | 1,093 |
San Francisco | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | 975 | 1,093 |
Profit (Loss) | (3,092) | 61,074 |
Great Park Venture | ||
Segment Reporting Information [Line Items] | ||
Revenues | 7,352 | 10,396 |
Add equity in earnings (losses) from unconsolidated entities | ||
Revenues | 0 | 0 |
Profit (Loss) | (30,360) | 9,444 |
Great Park Venture | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | 29,528 | 169,559 |
Profit (Loss) | (2,542) | 40,268 |
Great Park Venture | Removal of Results of Unconsolidated Entities | ||
Segment Reporting Information [Line Items] | ||
Revenues | (22,176) | (159,163) |
Profit (Loss) | 4,318 | (37,111) |
Commercial | ||
Segment Reporting Information [Line Items] | ||
Revenues | 97 | (31) |
Commercial | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | 8,573 | 8,349 |
Profit (Loss) | (638) | (781) |
Gateway Commercial Venture | ||
Add equity in earnings (losses) from unconsolidated entities | ||
Revenues | 0 | 0 |
Profit (Loss) | (551) | (562) |
Gateway Commercial Venture | Removal of Results of Unconsolidated Entities | ||
Segment Reporting Information [Line Items] | ||
Revenues | (8,476) | (8,380) |
Profit (Loss) | $ 735 | $ 750 |
Segment Reporting - Assets (Det
Segment Reporting - Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 |
Segment Reporting Information [Line Items] | |||
Assets | $ 2,937,423 | $ 3,004,700 | |
Add investment balance | 501,909 | 533,239 | |
Great Park Venture | |||
Segment Reporting Information [Line Items] | |||
Add investment balance | 401,056 | 431,835 | $ 431,835 |
Gateway Commercial Venture | |||
Segment Reporting Information [Line Items] | |||
Add investment balance | 100,853 | 101,404 | $ 101,404 |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Assets | 3,751,737 | 3,774,989 | |
Other eliminations | |||
Segment Reporting Information [Line Items] | |||
Assets | (11,794) | (8,310) | |
Corporate and Unallocated | |||
Segment Reporting Information [Line Items] | |||
Assets | 275,103 | 374,438 | |
Valencia | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Assets | 806,855 | 748,082 | |
San Francisco | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Assets | 1,205,828 | 1,197,081 | |
Great Park Venture | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Assets | 1,265,509 | 1,356,417 | |
Great Park Venture | Removal of Results of Unconsolidated Entities | |||
Segment Reporting Information [Line Items] | |||
Assets | (1,106,019) | (1,196,258) | |
Commercial | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Assets | 473,545 | 473,409 | |
Gateway Commercial Venture | Removal of Results of Unconsolidated Entities | |||
Segment Reporting Information [Line Items] | |||
Assets | $ (473,513) | $ (473,398) |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Jan. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Reacquisition of share based compensation awards for tax-withholding purposes | $ 5,521 | $ 4,099 | |
Share-based compensation expense | 3,000 | $ 3,300 | |
Unrecognized compensation cost | $ 14,600 | ||
Unrecognized compensation cost, weighted-average period of recognition | 1 year 9 months 18 days | ||
Estimated fair value at vesting of share-based awards | $ 8,500 | ||
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Reacquisition of share based compensation awards for tax-withholding purposes | $ 5,500 | ||
Common Class A | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Remaining shares available for future issuance (in shares) | 4,678,600 |
Share-Based Compensation - Equi
Share-Based Compensation - Equity Compensation Activity (Details) - Restricted Stock Units (RSUs) shares in Thousands | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Share-Based Awards | |
Nonvested, beginning balance (in shares) | shares | 3,011 |
Granted (in shares) | shares | 677 |
Forfeited (in shares) | shares | (302) |
Vested (in shares) | shares | (1,056) |
Nonvested, ending balance (in shares) | shares | 2,330 |
Weighted- Average Grant Date Fair Value | |
Nonvested, beginning balance (in dollars per share) | $ / shares | $ 9.02 |
Granted (in dollars per share) | $ / shares | 8.09 |
Forfeited (in dollars per share) | $ / shares | 6.82 |
Vested (in dollars per share) | $ / shares | 12.70 |
Nonvested, ending balance (in dollars per share) | $ / shares | $ 7.37 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Retirement Benefits [Abstract] | ||
Expected contribution in next fiscal year | $ 600 | |
Net periodic benefit: | ||
Interest cost | 164 | $ 208 |
Expected return on plan assets | (276) | (253) |
Amortization of net actuarial loss | 24 | 35 |
Net periodic benefit | $ (88) | $ (10) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Provision for income tax | $ 0 | $ 1,266,000 |
Net income (loss) | $ (53,219,000) | $ 53,999,000 |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurements and Disclosures (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Estimated Fair Value | Fair Value, Inputs, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable | $ 533.8 | $ 631.1 |
Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable, carrying value | $ 616.4 | $ 616 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2020 | |
Common Class B | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Per share distributions for Class A Common Shareholders | 0.03% |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Numerator: | ||
Net (loss) income attributable to the Company | $ (24,806) | $ 23,808 |
Adjustments to net (loss) income attributable to the Company | 487 | 107 |
Net (loss) income attributable to common shareholders | (24,319) | 23,915 |
Less: net income allocated to participating securities | 0 | 986 |
Allocation of net income (loss) among common shareholders | (24,319) | 22,929 |
Reallocation of (loss) income to Company upon assumed exchange of units | (954) | 27,289 |
Less: net income allocated to participating securities | 0 | 985 |
Allocation of net income (loss) among common shareholders | $ (25,273) | $ 50,219 |
Restricted Stock Units (RSUs) | ||
Diluted (loss) income per share: | ||
Anti-dilutive potential securities (in shares) | 0 | 36,289 |
Performance Restricted Stock Units (RSUs) | ||
Diluted (loss) income per share: | ||
Anti-dilutive potential securities (in shares) | 338,813 | 388,155 |
Restricted Shares | ||
Diluted (loss) income per share: | ||
Anti-dilutive potential securities (in shares) | 1,876,808 | 0 |
Performance Restricted Shares | ||
Diluted (loss) income per share: | ||
Anti-dilutive potential securities (in shares) | 749,201 | 0 |
Common Class A | ||
Diluted (loss) income per share: | ||
Anti-dilutive potential securities (in shares) | 76,120,179 | 0 |
Common Class B | ||
Diluted (loss) income per share: | ||
Anti-dilutive potential securities (in shares) | 0 | 0 |
Common Class A | ||
Numerator: | ||
Net (loss) income attributable to common shareholders | $ (24,311) | $ 22,921 |
Numerator for diluted net loss available to Class A/B common shareholders | $ (25,265) | $ 50,211 |
Denominator: | ||
Basic weighted average Class A/B common shares outstanding (in shares) | 66,649,866 | 66,210,916 |
Diluted weighted average Class A/B common shares outstanding (in shares) | 68,792,585 | 145,296,469 |
Basic (loss) income per share: | ||
Class A/B common shares (in dollars per share) | $ (0.36) | $ 0.35 |
Diluted (loss) income per share: | ||
Class A/B common shares (in dollars per share) | $ (0.37) | $ 0.35 |
Common Class B | ||
Numerator: | ||
Net (loss) income attributable to common shareholders | $ (8) | $ 8 |
Numerator for diluted net loss available to Class A/B common shareholders | $ (8) | $ 8 |
Denominator: | ||
Basic weighted average Class A/B common shares outstanding (in shares) | 79,233,544 | 79,061,835 |
Diluted weighted average Class A/B common shares outstanding (in shares) | 79,233,544 | 79,275,234 |
Basic (loss) income per share: | ||
Class A/B common shares (in dollars per share) | $ 0 | $ 0 |
Diluted (loss) income per share: | ||
Class A/B common shares (in dollars per share) | $ 0 | $ 0 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Defined benefit pension plan, tax benefits | $ 800 | $ 800 | |
Total Members’ Capital | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Unamortized defined benefit pension plan net actuarial losses | 2,700 | $ 2,700 | |
AOCI Attributable to Noncontrolling Interest | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated other comprehensive loss included in noncontrolling interest | 1,600 | $ 1,600 | |
Accumulated Defined Benefit Plans Adjustment, Net Gain (Loss) Attributable to Parent | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Reclassifications from accumulated other comprehensive loss | $ 15 | $ 22 |