Five Point (FPH) 10-Q 9 May 22 2022 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2022	Apr. 30, 2022
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
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	2000 FivePoint
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	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
Amendment Flag	false
Document Fiscal Year Focus	2022
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		69,068,354
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, 2022	Dec. 31, 2021
ASSETS
INVENTORIES	$ 2,144,757	$ 2,096,824
INVESTMENT IN UNCONSOLIDATED ENTITIES	373,022	374,553
PROPERTIES AND EQUIPMENT, NET	31,143	31,466
INTANGIBLE ASSET, NET—RELATED PARTY	51,405	51,405
CASH AND CASH EQUIVALENTS	203,647	265,462
RESTRICTED CASH AND CERTIFICATES OF DEPOSIT	1,330	1,330
RELATED PARTY ASSETS	98,409	101,818
OTHER ASSETS	19,629	20,052
TOTAL	2,923,342	2,942,910
LIABILITIES:
Notes payable, net	619,500	619,116
Accounts payable and other liabilities	121,608	115,374
Related party liabilities	105,556	95,918
Deferred income tax liability, net	12,998	12,998
Payable pursuant to tax receivable agreement	173,068	174,126
Total liabilities	1,032,730	1,017,532
COMMITMENTS AND CONTINGENT LIABILITIES (Note 11)
REDEEMABLE NONCONTROLLING INTEREST	25,000	25,000
CAPITAL:
Contributed capital	585,606	587,587
Retained earnings	31,659	48,789
Accumulated other comprehensive loss	(1,933)	(1,952)
Total members’ capital	615,332	634,424
Noncontrolling interests	1,250,280	1,265,954
Total capital	1,865,612	1,900,378
TOTAL	$ 2,923,342	$ 2,942,910

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - shares	Mar. 31, 2022	Dec. 31, 2021
Common Class A
Common shares issued (in shares)	69,068,354	70,107,552
Common shares outstanding (in shares)	69,068,354	70,107,552
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, 2022	Mar. 31, 2021
REVENUES:
Revenues	$ 4,886,000	$ 13,180,000
COSTS AND EXPENSES:
Selling, general, and administrative	16,791,000	19,538,000
Restructuring	19,437,000	0
Total costs and expenses	40,751,000	31,900,000
OTHER INCOME:
Interest income	21,000	27,000
Miscellaneous	112,000	1,204,000
Total other income	133,000	1,231,000
EQUITY IN LOSS FROM UNCONSOLIDATED ENTITIES	(1,032,000)	(3,556,000)
LOSS BEFORE INCOME TAX (PROVISION) BENEFIT	(36,764,000)	(21,045,000)
INCOME TAX (PROVISION) BENEFIT	(5,000)	0
NET LOSS	(36,769,000)	(21,045,000)
LESS NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS	(19,639,000)	(11,266,000)
NET LOSS ATTRIBUTABLE TO THE COMPANY	$ (17,130,000)	$ (9,779,000)
Common Class A
NET LOSS ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE
Basic (in dollars per share)	$ (0.25)	$ (0.14)
Diluted (in dollar per share)	$ (0.25)	$ (0.14)
WEIGHTED AVERAGE CLASS A SHARES OUTSTANDING
Basic (in shares)	68,167,586	67,288,860
Diluted (in shares)	70,050,872	67,288,860
Common Class B
NET LOSS ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE
Basic (in dollars per share)	$ 0	$ 0
Diluted (in dollar per share)	$ 0	$ 0
WEIGHTED AVERAGE CLASS A SHARES OUTSTANDING
Basic (in shares)	79,233,544	79,233,544
Diluted (in shares)	79,233,544	79,233,544
Land sales
REVENUES:
Revenues	$ 557,000	$ 22,000
COSTS AND EXPENSES:
Cost and expenses	0	0
Land sales—related party
REVENUES:
Revenues	1,000	19,000
Management services—related party
REVENUES:
Revenues	3,547,000	12,439,000
Management services
COSTS AND EXPENSES:
Cost and expenses	2,684,000	10,777,000
Operating properties
REVENUES:
Revenues	781,000	700,000
COSTS AND EXPENSES:
Cost and expenses	$ 1,839,000	$ 1,585,000

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement of Comprehensive Income [Abstract]
Net loss	$ (36,769)	$ (21,045)
OTHER COMPREHENSIVE INCOME:
Reclassification of actuarial loss on defined benefit pension plan included in net loss	13	28
Other comprehensive income before taxes	13	28
INCOME TAX PROVISION RELATED TO OTHER COMPREHENSIVE INCOME	0	0
OTHER COMPREHENSIVE INCOME—Net of tax	13	28
COMPREHENSIVE LOSS	(36,756)	(21,017)
LESS COMPREHENSIVE LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS	(19,634)	(11,255)
COMPREHENSIVE LOSS ATTRIBUTABLE TO THE COMPANY	$ (17,122)	$ (9,762)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Capital - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	$ 1,900,378	$ 1,885,098
Net loss	(36,769)	(21,045)
Share-based compensation expense	4,103	1,316
Reacquisition of share-based compensation awards for tax-withholding purposes	(2,736)	(2,047)
Other comprehensive income—net of tax	13	28
Tax distributions to noncontrolling interests	(435)	(2,879)
Adjustment to liability recognized under tax receivable agreement - net of tax	1,058	522
Adjustment of noncontrolling interest in the Operating Company	0	0
Ending balance	$ 1,865,612	$ 1,860,993
Common Stock | Class A Common Shares
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning Balance (in shares)	70,107,552	69,051,284
Reacquisition of share-based compensation awards for tax-withholding purposes (in shares)	(417,716)	(324,905)
Issuance of share-based compensation awards, net of forfeitures (in shares)	621,482	31,968
Ending Balance (in shares)	69,068,354	68,758,347
Common Stock | Class B Common Shares
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning Balance (in shares)	79,233,544	79,233,544
Ending Balance (in shares)	79,233,544	79,233,544
Contributed Capital
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	$ 587,587	$ 578,278
Share-based compensation expense	4,103	1,316
Reacquisition of share-based compensation awards for tax-withholding purposes	(2,736)	(2,047)
Adjustment to liability recognized under tax receivable agreement - net of tax	1,058	522
Adjustment of noncontrolling interest in the Operating Company	(4,406)	(1,243)
Ending balance	585,606	576,826
Retained Earnings
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	48,789	42,221
Net loss	(17,130)	(9,779)
Ending balance	31,659	32,442
Accumulated Other Comprehensive Loss
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	(1,952)	(2,833)
Other comprehensive income—net of tax	8	17
Adjustment of noncontrolling interest in the Operating Company	11	5
Ending balance	(1,933)	(2,811)
Total Members’ Capital
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	634,424	617,666
Net loss	(17,130)	(9,779)
Share-based compensation expense	4,103	1,316
Reacquisition of share-based compensation awards for tax-withholding purposes	(2,736)	(2,047)
Other comprehensive income—net of tax	8	17
Adjustment to liability recognized under tax receivable agreement - net of tax	1,058	522
Adjustment of noncontrolling interest in the Operating Company	(4,395)	(1,238)
Ending balance	615,332	606,457
Noncontrolling Interests
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	1,265,954	1,267,432
Net loss	(19,639)	(11,266)
Other comprehensive income—net of tax	5	11
Tax distributions to noncontrolling interests	(435)	(2,879)
Adjustment of noncontrolling interest in the Operating Company	4,395	1,238
Ending balance	$ 1,250,280	$ 1,254,536

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Capital (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
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 ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (36,769)	$ (21,045)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity in earnings from unconsolidated entities	1,032	3,556
Depreciation and amortization	1,592	9,252
Share-based compensation	4,103	1,316
Changes in operating assets and liabilities:
Inventories	(47,462)	(52,080)
Related party assets	2,845	(5,027)
Other assets	(389)	2,942
Accounts payable and other liabilities	6,282	8,903
Related party liabilities	10,797	(313)
Net cash used in operating activities	(57,969)	(52,496)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of properties and equipment	0	(103)
Net cash provided by (used in) investing activities	484	(48)
CASH FLOWS FROM FINANCING ACTIVITIES:
Related party reimbursement obligation	(1,159)	(11,004)
Reacquisition of share-based compensation awards for tax-withholding purposes	(2,736)	(2,047)
Tax distributions to noncontrolling interests	(435)	(2,879)
Net cash used in financing activities	(4,330)	(15,930)
NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	(61,815)	(68,474)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period	266,792	299,474
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period	204,977	231,000
Valencia Landbank Venture
Adjustments to reconcile net loss to net cash used in operating activities:
Equity in earnings from unconsolidated entities	(200)	0
CASH FLOWS FROM INVESTING ACTIVITIES:
Return of investment from Valencia Landbank Venture	$ 484	$ 55

Business and Organization

Business and Organization	3 Months Ended
	Mar. 31, 2022
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 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 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 Company presents noncontrolling interests on the Company’s condensed consolidated balance sheet and classifies such interests within capital but separate from the Company’s Class A and Class B members’ capital. Noncontrolling interests represent equity interests in the Company’s consolidated subsidiaries held by partners in the Operating Company, excluding the Holding Company, and members in The Shipyard Communities, LLC (the “San Francisco Venture”), excluding the Operating Company (see Note 5). The Company has an entity structure in which the Company’s two largest equity owners, Lennar Corporation (“Lennar”) and Castlelake, LP (“Castlelake”), and the Company’s founder and Chairman Emeritus, Emile Haddad, separately hold, in addition to interests in the Company’s common shares, equity interests in either or both the Operating Company or the San Francisco Venture that can be exchanged for, at the Company’s option, either the Company’s Class A common shares or cash. The diagram below presents a simplified depiction of the Company’s organizational structure as of March 31, 2022: (1) A wholly owned subsidiary of the Holding Company serves as the sole managing general partner of the Operating Company. As of March 31, 2022, 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. Until Class A Common Units of the Operating Company are exchanged or redeemed, the capital associated with Class A Common Units of the Operating Company not held by the Holding Company is presented within "noncontrolling interests" on the Company’s condensed consolidated balance sheet. Assuming the exchange of all outstanding Class A Common Units of the Operating Company and all outstanding Class A units of 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 29, 2022 ($5.85), the equity market capitalization of the Company was approximately $867.7 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 of the San Francisco Venture, 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). Until exchanged or redeemed through the Operating Company, the capital associated with Class A units of the San Francisco Venture is presented within "noncontrolling interests" on the Company’s condensed consolidated balance sheet. (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, a mixed-use 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 were entitled to receive priority distributions up to an aggregate amount of $565.0 million, of which $482.3 million had been distributed as of April 30, 2022 (See Note 4). 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 condensed 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 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 condensed consolidated financial statements.

Basis of Presentation

Basis of Presentation	3 Months Ended
	Mar. 31, 2022
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, 2021. In the opinion of management, all adjustments (including normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results and cash flows for the three months ended March 31, 2022 are not necessarily indicative of the operating results and cash flows 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. Restructuring —Restructuring costs consist of one-time employee-related termination benefits and other postemployment compensation arrangements. On February 9, 2022, Daniel Hedigan was appointed as the Company’s Chief Executive Officer. Preceding Mr. Hedigan’s appointment, Emile Haddad stepped down from his roles as Chairman, Chief Executive Officer and President effective as of September 30, 2021 and transitioned into a senior advisory role pursuant to a three-year advisory agreement. Mr. Haddad remains a member of the Board of Directors serving as Chairman Emeritus. Concurrent with Mr. Hedigan’s appointment, Lynn Jochim transitioned from her position as President and Chief Operating Officer into an advisory role pursuant to a three-year advisory agreement (see Note 8). Upon the appointment of Mr. Hedigan as the Company’s Chief Executive Officer, the Company accrued a related party liability of $15.6 million attributed to advisory agreement payments due to Mr. Haddad and Ms. Jochim. In addition, the Company determined the service condition associated with Mr. Haddad and Ms. Jochim’s unvested restricted share awards had been modified (see Note 14). As a result of this modification, the Company recognized approximately $3.0 million in restructuring costs during the three months ended March 31, 2022. During the three months ended March 31, 2022, in addition to the Company’s executive management restructuring activities, the Company incurred $0.9 million in restructuring costs resulting from estimated severance benefits from company-wide layoffs. At March 31, 2022, $0.9 million in accrued severance is included in accounts payable and other liabilities on the Company’s condensed consolidated balance sheet. Miscellaneous other income —Miscellaneous other income consisted of the following (in thousands): Three Months Ended March 31, 2022 2021 Net periodic pension benefit $ 112 $ 134 Other—related party — 1,070 Total miscellaneous other income $ 112 $ 1,204 Recently adopted accounting pronouncements —There are no recent accounting pronouncements that have had or are expected to have a material impact on the Company’s condensed consolidated financial statements or disclosures.

Revenues

Revenues	3 Months Ended
	Mar. 31, 2022
Revenue from Contract with Customer [Abstract]
Revenues	REVENUES The following tables present the Company’s consolidated revenues disaggregated by revenue source and reporting segment (in thousands): Three Months Ended March 31, 2022 Valencia San Francisco Great Park (1) Commercial (1) Total Land sales and land sales—related party $ 558 $ — $ — $ — $ 558 Management services—related party — — 3,444 103 3,547 Operating properties 356 — — — 356 914 — 3,444 103 4,461 Operating properties leasing revenues 245 180 — — 425 $ 1,159 $ 180 $ 3,444 $ 103 $ 4,886 Three Months Ended March 31, 2021 Valencia San Francisco Great Park (1) Commercial (1) Total Land sales and land sales—related party $ 41 $ — $ — $ — $ 41 Management services—related party — — 12,340 99 12,439 Operating properties 277 — — — 277 318 — 12,340 99 12,757 Operating properties leasing revenues 274 149 — — 423 $ 592 $ 149 $ 12,340 $ 99 $ 13,180 (1) The tables above do not include revenues of the Great Park Venture and the Gateway Commercial Venture, which are included in the Company’s reporting segment totals (see Notes 4 and 13). The Company, through the Management Company, has an amended and restated development management agreement (“A&R DMA”) with the Great Park Venture. The A&R DMA had an original term commencing on December 29, 2010 and ending on December 31, 2021 (the “Initial Term”). By mutual agreement, the Initial Term has been extended through May 16, 2022 while the terms of renewal are being discussed. In addition to a fixed base fee and variable cost reimbursements, the Initial Term of the A&R DMA included incentive compensation that becomes payable in connection with and as a percentage of distributions made to the members of the Great Park Venture, including distributions made in periods after the Initial Term. Consideration in the form of contingent incentive compensation from the A&R DMA was recognized as revenue and a contract asset as services were provided over the contract term. The opening and closing balances of the Company’s contract assets for the three months ended March 31, 2022 were $87.6 million ($79.1 million related party, see Note 8) and $87.5 million ($79.1 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, 2021 were $85.1 million ($78.1 million related party) and $91.5 million ($85.1 million related party), respectively. The decrease of $0.1 million for the three months ended March 31, 2022 between the opening and closing balances of the Company’s contract assets primarily resulted from the receipt of marketing fees from homebuilders. The increase of $6.4 million for the three months ended March 31, 2021 between the opening and closing balances of the Company’s contract assets primarily resulted 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 other receivables from contracts with customers and contract liabilities for the three months ended March 31, 2022 and 2021 were insignificant.

Investment In Unconsolidated En

Investment In Unconsolidated Entities	3 Months Ended
	Mar. 31, 2022
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.” The Operating Company owned 37.5% of the Great Park Venture’s Percentage Interests as of March 31, 2022. Legacy Interest holders were entitled to receive priority distributions in an aggregate amount equal to $476.0 million and up to an additional $89.0 million from participation in subsequent distributions of cash depending on the performance of the Great Park Venture. The holders of the Percentage Interests will receive all other distributions. As of March 31, 2022, the Great Park Venture had fully satisfied the $476.0 million priority distribution rights, and the remaining maximum participating Legacy Interest distribution rights were $82.7 million. The Great Park Venture is the owner of Great Park Neighborhoods, a mixed-use planned community located in Orange County, California. The Company, through the A&R DMA, manages the planning, development and sale of land at the Great Park Neighborhoods and supervises the day-to-day affairs of the Great Park Venture. The Great Park Venture is governed by an executive committee of representatives appointed by only the holders of Percentage Interests. The Company serves as the administrative member but does not control the actions of the executive committee. The Company accounts for its investment in the Great Park Venture using the equity method. The carrying value of the Company’s investment in the Great Park Venture is higher than the Company’s underlying share of equity in the carrying value of net assets of the Great Park Venture, resulting in a basis difference. The Company’s earnings or losses 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, 2022, the Great Park Venture recognized $1.5 million in land sale revenues to related parties of the Company and $0.3 million in land sale revenues to third parties. During the three months ended March 31, 2021, the Great Park Venture recognized $0.2 million in land sale revenues to related parties of the Company and $0.7 million in land sale revenues to third parties. The following table summarizes the statements of operations of the Great Park Venture for the three months ended March 31, 2022 and 2021 (in thousands): Three Months Ended March 31, 2022 2021 Land sale and related party land sale revenues $ 1,819 $ 960 Home sale revenues 17,161 $ — Cost of land sales — — Cost of home sales (12,902) — Other costs and expenses (8,909) (13,444) Net loss of Great Park Venture $ (2,831) $ (12,484) The Company’s share of net loss $ (1,062) $ (4,682) Basis difference (amortization) accretion (239) 766 Equity in loss from Great Park Venture $ (1,301) $ (3,916) The following table summarizes the balance sheet data of the Great Park Venture and the Company’s investment balance as of March 31, 2022 and December 31, 2021 (in thousands): March 31, 2022 December 31, 2021 Inventories $ 705,242 $ 687,235 Cash and cash equivalents 126,974 140,004 Receivable and other assets 31,524 32,550 Total assets $ 863,740 $ 859,789 Accounts payable and other liabilities $ 135,459 $ 128,677 Redeemable Legacy Interests 82,719 82,719 Capital (Percentage Interest) 645,562 648,393 Total liabilities and capital $ 863,740 $ 859,789 The Company’s share of capital in Great Park Venture $ 242,085 $ 243,147 Unamortized basis difference 77,888 78,127 The Company’s investment in the Great Park Venture $ 319,973 $ 321,274 Gateway Commercial Venture The Company owned a 75% interest in the Gateway Commercial Venture as of March 31, 2022. 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 one commercial office building and approximately 50 acres of commercial land with additional development rights at a 73 acre office, medical, research and development campus located within the Great Park Neighborhoods (the “Five Point Gateway Campus”). The Five Point Gateway Campus consists of four buildings totaling approximately one million square feet. The Company and a subsidiary of Lennar lease portions of the building owned by the Gateway Commercial Venture, and during the three months ended March 31, 2022 and 2021, the Gateway Commercial Venture recognized $1.9 million and $2.1 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, 2022 and 2021 (in thousands): Three Months Ended March 31, 2022 2021 Rental revenues $ 1,938 $ 2,101 Rental operating and other expenses (535) (334) Depreciation and amortization (984) (984) Interest expense (307) (303) Net income of Gateway Commercial Venture $ 112 $ 480 Equity in earnings from Gateway Commercial Venture $ 84 $ 360 The following table summarizes the balance sheet data of the Gateway Commercial Venture and the Company’s investment balance as of March 31, 2022 and December 31, 2021 (in thousands): March 31, 2022 December 31, 2021 Real estate and related intangible assets, net $ 85,668 $ 86,601 Cash 13,513 13,279 Other assets 5,144 4,486 Total assets $ 104,325 $ 104,366 Notes payable, net $ 29,388 $ 29,369 Other liabilities 8,895 9,067 Members’ capital 66,042 65,930 Total liabilities and capital $ 104,325 $ 104,366 The Company’s investment in the Gateway Commercial Venture $ 49,531 $ 49,447 The debt of 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. Valencia Landbank Venture As of March 31, 2022, the Company owned a 10% interest in the Valencia Landbank Venture, an entity organized in December 2020 for the purpose of taking assignment from homebuilders of purchase and sale agreements for the purchase of residential lots within the Valencia community. The Valencia Landbank Venture concurrently enters into option and development agreements with homebuilders pursuant to which the homebuilders retain the option to purchase the land to construct and sell homes. The Company does not have a controlling financial interest in the Valencia Landbank Venture, however, the Company has the ability to significantly influence the Valencia Landbank Venture’s operating and financial policies, and most major decisions require the Company’s approval in addition to the approval of the Valencia Landbank Venture’s other unaffiliated member, and therefore the Company accounts for its investment in the Valencia Landbank Venture using the equity method. At March 31, 2022 and December 31, 2021, the Company’s investment in the Valencia Landbank Venture was $3.5 million and $3.8 million, respectively, and the Company recognized $0.2 million in equity in earnings for the three months ended March 31, 2022. The Company recognized no equity in earnings or loss for the three months ended March 31, 2021.

Noncontrolling Interests

Noncontrolling Interests	3 Months Ended
	Mar. 31, 2022
Noncontrolling Interest [Abstract]
Noncontrolling Interests	NONCONTROLLING INTERESTS The Operating Company The Holding Company’s wholly owned subsidiary is the managing general partner of the Operating Company, and at March 31, 2022, 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 that are owned separately by affiliates of Lennar, affiliates of Castlelake and an entity controlled by Emile Haddad, the Company’s Chairman Emeritus of the Board of Directors (the “Management Partner”). 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. In either situation, 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. 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 result in changes to the noncontrolling interest percentage. Such equity transactions result in an adjustment between members’ capital and the noncontrolling interest in the Company’s condensed consolidated balance sheet and statement 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, 2022 and 2021, the Holding Company’s ownership interest in the Operating Company changed as a result of net equity transactions related to the Company’s share-based compensation plan. The terms of the Operating Company's Limited Partnership Agreement (“LPA”) provide for the payment of tax distributions to the Operating Company's partners 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 the Company’s 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. Tax distributions to the partners of the Operating Company for the three months ended March 31, 2022 and 2021, were as follows (in thousands): Three Months Ended March 31, 2022 2021 Management Partner $ 435 $ 1,382 Other partners (excluding the Holding Company) — 1,497 Total tax distributions $ 435 $ 2,879 Generally, tax distributions are treated as advance distributions under the LPA and are taken into account when determining the amounts otherwise distributable under the LPA. The San Francisco Venture 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 Lennar and 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 of the San Francisco Venture 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. Redeemable Noncontrolling Interest In 2019, the San Francisco Venture issued 25.0 million 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 received up to a maximum amount of $25.0 million.

Consolidated Variable Interest

Consolidated Variable Interest Entity	3 Months Ended
	Mar. 31, 2022
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”). 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 the Company’s 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 made (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, 2022, the San Francisco Venture had total combined assets of $1.3 billion, primarily comprised of $1.28 billion of inventories, $1.1 million in related party assets and total combined liabilities of $75.3 million including $68.4 million in related party liabilities. As of December 31, 2021, the San Francisco Venture had total combined assets of $1.3 billion, primarily comprised of $1.27 billion of inventories, $1.1 million in related party assets and total combined liabilities of $76.9 million including $69.5 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 the other members 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, 2022, FP LP and FPL had combined assets of $1.0 billion, primarily comprised of $863.0 million of inventories, $51.4 million of intangibles, $79.1 million in related party assets, and total combined liabilities of $96.4 million, including $88.0 million in accounts payable and other liabilities and $8.4 million in related party liabilities. As of December 31, 2021, FP LP and FPL had combined assets of $1.0 billion, primarily comprised of $826.4 million of inventories, $51.4 million of intangibles, $82.0 million in related party assets and total combined liabilities of $94.0 million, including $85.6 million in accounts payable and other liabilities and $8.4 million in related party liabilities. The Company evaluates its primary beneficiary designation on an ongoing basis and assesses the appropriateness of the VIE’s status when events have occurred that would trigger such an analysis. During the three months ended March 31, 2022 and 2021, there were no VIEs that were deconsolidated.

Intangible Asset, Net - Related

Intangible Asset, Net - Related Party	3 Months Ended
	Mar. 31, 2022
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 expected 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, 2022 and December 31, 2021 were as follows (in thousands): March 31, 2022 December 31, 2021 Gross carrying amount $ 129,705 $ 129,705 Accumulated amortization (78,300) (78,300) Net book value $ 51,405 $ 51,405

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2022
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, 2022 and December 31, 2021 consisted of the following (in thousands): March 31, 2022 December 31, 2021 Related Party Assets: Contract assets (see Note 3) $ 79,118 $ 79,082 Operating lease right-of-use asset (corporate office lease at Five Point Gateway Campus) 18,151 18,715 Other 1,140 4,021 $ 98,409 $ 101,818 Related Party Liabilities: Reimbursement obligation $ 68,377 $ 69,536 Payable to holders of Management Company’s Class B interests 8,365 8,365 Operating lease liability (corporate office lease at Five Point Gateway Campus) 13,602 13,931 Accrued advisory fees 14,875 — Other 337 4,086 $ 105,556 $ 95,918 Development Management Agreement with the Great Park Venture (Incentive Compensation Contract Asset) In 2010, the Great Park Venture, the Company’s equity method investee, engaged the Management Company under a development management agreement to provide management services to the Great Park Venture. The initial term of the development management agreement with the Great Park Venture expired on December 31, 2021 but has been extended by mutual agreement of the parties through May 16, 2022 while the terms of a renewal are discussed. The compensation structure in place as per the A&R DMA’s initial term consists of a base fee and incentive compensation. Incentive compensation is characterized as “Legacy Incentive Compensation” and “Non-Legacy Incentive Compensation.” Legacy Incentive Compensation consists of a maximum of $9.0 million of incentive compensation payments attributed to contingent payments made under a cash flow participation agreement to which the Great Park Venture is a party. Holders of the Management Company’s Class B interests are entitled to receive distributions from the Management Company that are attributable to any Legacy Incentive Compensation received by the Management Company. Non-Legacy Incentive Compensation is 9% of distributions available to be made by the Great Park Venture to holders of Percentage Interests of the Great Park Venture. At each of March 31, 2022 and December 31, 2021, included in contract assets in the table above is $74.3 million attributed to Legacy and Non-Legacy Incentive Compensation revenue recognized but not yet due (see Note 3). Management fee revenues under the A&R DMA are included in management services—related party in the accompanying condensed consolidated statements of operations and are included in the Great Park segment. Management fee revenues under the A&R DMA were $3.4 million and $12.3 million for the three months ended March 31, 2022 and 2021, respectively. Employment Transition Agreement and Advisory Agreement with Emile Haddad On August 23, 2021, the Company and the Company’s then Chairman, Chief Executive Officer and President, Emile Haddad, entered into an employment transition agreement pursuant to which, effective as of September 30, 2021, Mr. Haddad stepped down from his roles as Chairman, Chief Executive Officer and President. Mr. Haddad remained a member of the Board of Directors serving as Chairman Emeritus. Concurrently, the Company also entered into an advisory agreement with Mr. Haddad for an initial term of three years, which became effective on October 1, 2021. At March 31, 2022, included in accrued advisory fees in the table above is $12.0 million attributed to Mr. Haddad’s advisory agreement (see Note 2). Employment Transition Agreement and Advisory Agreement with Lynn Jochim On February 9, 2022, the Company entered into an employment transition agreement with Lynn Jochim, the Company’s former President and Chief Operating Officer. Pursuant to the agreement, Ms. Jochim agreed to continue in her then current positions, at her then current compensation levels, until February 14, 2022. Concurrently, the Company also entered into an advisory agreement with Ms. Jochim for an initial term of three years, which became effective on February 15, 2022. Pursuant to the advisory agreement, the Company agreed to pay Ms. Jochim an annual retainer of $1.0 million. At March 31, 2022, included in accrued advisory fees in the table above is $2.9 million attributed to Ms. Jochim’s advisory agreement (see Note 2).

Notes Payable, Net

Notes Payable, Net	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
Notes Payable, Net	NOTES PAYABLE, NET At March 31, 2022 and December 31, 2021, notes payable consisted of the following (in thousands): March 31, 2022 December 31, 2021 7.875% Senior Notes due 2025 $ 625,000 $ 625,000 Unamortized debt issuance costs and discount (5,500) (5,884) $ 619,500 $ 619,116 Revolving Credit Facility

Tax Receivable Agreement

Tax Receivable Agreement	3 Months Ended
	Mar. 31, 2022
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, 2022 and December 31, 2021, the Company’s condensed consolidated balance sheets included a liability of $173.1 million and $174.1 million, respectively, for payments expected to be made under certain components of the TRA which the Company deems to be probable and estimable. No TRA payments were made during the three months ended March 31, 2022 and 2021.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2022
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 payment by or performance of the Operating Company or its subsidiaries. The Company has operating leases for its corporate office and other facilities and the Holding Company is a guarantor to some of these lease agreements. Operating lease right-of-use assets operating lease liabilities March 31, 2022 December 31, 2021 Operating lease right-of-use assets ($18,151 and $18,715 related party, respectively) $ 22,459 $ 23,779 Operating lease liabilities ($13,602 and $13,931 related party, respectively) $ 18,822 $ 20,034 In addition to operating lease payment guarantees, the Holding Company had other contractual payment guarantees as of March 31, 2022 totaling $18.3 million. 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 $288.0 million and $279.6 million as of March 31, 2022 and December 31, 2021, 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. At each of March 31, 2022 and December 31, 2021, 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 $198.3 million. Letters of Credit At each of March 31, 2022 and December 31, 2021, the Company had outstanding letters of credit totaling $1.3 million. These letters of credit were issued to secure various development and financial obligations. At each of March 31, 2022 and December 31, 2021, the Company had restricted cash and certificates of deposit of $1.0 million pledged as collateral under certain of the letters of credit agreements. Legal Proceedings 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 “Bayview Action”). 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 the Company and have requested an injunction to prevent the Company and Lennar from undertaking any development activities at The San Francisco Shipyard. Given the preliminary nature of the claims, the Company cannot predict the outcome of the Bayview Action. 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 and the Company, among others, as defendants (the “Homeowners Action”). 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. In March 2022, the District Court approved the terms of a settlement of the Homeowners Action, including the payment of $6.3 million in damages to be paid out of insurance proceeds under a joint insurance policy held by the Company and Lennar, as well as a dismissal with prejudice to be entered on behalf of the Company. Once the judgment is entered, it will be subject to appeal. 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 condensed 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, 2022
Supplemental Cash Flow Elements [Abstract]
Supplemental Cash Flow Information	SUPPLEMENTAL CASH FLOW INFORMATION Supplemental cash flow information for the three months ended March 31, 2022 and 2021 were as follows (in thousands): Three Months Ended March 31, 2022 2021 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest, all of which was capitalized to inventories $ 776 $ 919 NONCASH INVESTING AND FINANCING ACTIVITIES: Adjustment to liability recognized under TRA $ (1,058) $ (522) Cash paid for income taxes $ — $ 770 Purchase of properties and equipment in accounts payable $ — $ 33 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, 2022 and 2021 (in thousands): March 31, 2022 March 31, 2021 Cash and cash equivalents $ 203,647 $ 229,670 Restricted cash and certificates of deposit 1,330 1,330 Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows $ 204,977 $ 231,000 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, 2022
Segment Reporting [Abstract]
Segment Reporting	SEGMENT REPORTING The Company’s reportable segments consist of: • Valencia—includes the community of Valencia being developed 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. The Company’s investment in the Valencia Landbank Venture is also reported in the Valencia segment. • 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. • 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, 2022, 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 at the Great Park Neighborhoods from sales of residential and commercial land sites to homebuilders, commercial developers and commercial buyers, sales of homes constructed and marketed under a fee build arrangement, and management services provided by the Company to the Great Park Venture. • Commercial—includes the operations of the Gateway Commercial Venture, which owns an approximately 189,000 square foot office building at the Five Point Gateway Campus. The Five Point Gateway Campus is an office, medical and research and development campus located within the Great Park Neighborhoods and consists of four buildings and surrounding land. The Company and a subsidiary of Lennar lease portions of the building owned by the Gateway Commercial Venture. The Gateway Commercial Venture also owns approximately 50 acres of the surrounding commercial land with additional development rights at the campus. This segment also includes property management services provided by the Management Company to the Gateway Commercial Venture. As of March 31, 2022, 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 at the historical basis of the 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, 2022 2021 2022 2021 Valencia $ 1,159 $ 592 $ (4,827) $ (4,899) San Francisco 180 149 (669) 94 Great Park 22,424 13,300 (2,071) (10,921) Commercial 2,041 2,200 215 579 Total reportable segments 25,804 16,241 (7,352) (15,147) Reconciling items: Removal of results of unconsolidated entities— Great Park Venture (1) (18,980) (960) 2,831 12,484 Gateway Commercial Venture (1) (1,938) (2,101) (112) (480) Add equity in (losses) earnings from unconsolidated entities— Great Park Venture — — (1,301) (3,916) Gateway Commercial Venture — — 84 360 Corporate and unallocated (2) — — (30,919) (14,346) Total consolidated balances $ 4,886 $ 13,180 $ (36,769) $ (21,045) (1) Represents the removal of the Great Park Venture and Gateway Commercial Venture operating results, which are included in the Great Park segment and Commercial segment operating results at 100% of each venture’s historical basis, respectively, but are not included in the Company’s consolidated results and balances as the Company accounts for its investment in each venture using the equity method of accounting. (2) Corporate and unallocated activity is primarily comprised of corporate general and administrative expenses and restructuring expenses. Segment assets and reconciliations to the Company’s consolidated balances are as follows (in thousands): March 31, 2022 December 31, 2021 Valencia $ 914,672 $ 878,399 San Francisco 1,286,498 1,275,510 Great Park 989,508 988,444 Commercial 104,325 104,400 Total reportable segments 3,295,003 3,246,753 Reconciling items: Removal of unconsolidated balances of Great Park Venture (1) (863,740) (859,789) Removal of unconsolidated balances of Gateway Commercial Venture (1) (104,325) (104,366) Other eliminations (2) (596) (2,500) Add investment balance in Great Park Venture 319,973 321,274 Add investment balance in Gateway Commercial Venture 49,531 49,447 Corporate and unallocated (3) 227,496 292,091 Total consolidated balances $ 2,923,342 $ 2,942,910 (1) Represents the removal of the Great Park Venture and Gateway Commercial Venture balances, which are included in the Great Park segment and Commercial segment balances at 100% of each venture’s historical basis, respectively, but are not included in the Company’s consolidated balances as the Company accounts for its investment in each venture using the equity method of accounting. (2) Represents intersegment balances that eliminate in consolidation.

Share-Based Compensation

Share-Based Compensation	3 Months Ended
	Mar. 31, 2022
Share-based Payment Arrangement [Abstract]
Share-Based Compensation	SHARE-BASED COMPENSATION The following table summarizes share-based equity compensation activity for the three months ended March 31, 2022: Share-Based Awards Weighted-Average Grant Nonvested at January 1, 2022 2,640 $ 6.38 Granted 213 $ 6.01 Forfeited (834) $ 2.96 Vested (940) $ 7.86 Nonvested at March 31, 2022 1,079 $ 6.66 Share-based compensation expense was $4.1 million and $1.3 million for the three months ended March 31, 2022 and 2021, respectively. In February 2022, the Company accelerated the expense attributed to the outstanding restricted share awards of two former officers of the Company resulting from a modification of the required service condition of the awards (see Note 2). As a result, for the three months ended March 31, 2022, share-based compensation expense of $3.0 million is included in restructuring expense and $1.1 million is included in selling, general, and administrative expenses on the accompanying condensed consolidated statement of operations. All share-based compensation for the three months ended March 31, 2021 is included in selling, general, and administrative expenses on the accompanying condensed consolidated statement of operations. The estimated fair value at vesting of share based awards that vested during the three months ended March 31, 2022 was $6.2 million. In January 2022 and 2021, the Company reacquired vested restricted Class A common shares for $2.7 million and $2.0 million, respectively, 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.

Employee Benefit Plans

Employee Benefit Plans	3 Months Ended
	Mar. 31, 2022
Retirement Benefits [Abstract]
Employee Benefit Plans	EMPLOYEE BENEFIT PLANS Retirement Plan —The Newhall Land and Farming Company Retirement Plan (the “Retirement Plan”) is a defined benefit plan that is funded by the Company and qualified under the Employee Retirement Income Security Act. The Retirement Plan was frozen in 2004. The components of net periodic benefit for the three months ended March 31, 2022 and 2021, are as follows (in thousands): Three Months Ended March 31, 2022 2021 Net periodic benefit: Interest cost $ 136 $ 128 Expected return on plan assets (261) (290) Amortization of net actuarial loss 13 28 Net periodic benefit $ (112) $ (134)

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	INCOME TAXES Upon formation, the Holding Company elected to be treated as a corporation for U.S. federal, state, and local tax purposes. All operations are carried on through the Holding Company’s subsidiaries, the majority of which are pass-through entities that are generally not subject to federal or state income taxation, as all of the taxable income, gains, losses, deductions, and credits are passed through to the partners. The Holding Company is responsible for income taxes on its allocable share of the Operating Company’s income or gain. Other than a small income tax provision attributed to one of the Company’s consolidated subsidiary corporations, during the three months ended March 31, 2022, 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 $36.8 million. In the three months ended March 31, 2021, 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 $21.0 million. The effective tax rates for the three months ended March 31, 2022 and 2021, differ from the 21% federal statutory rate and applicable state statutory rates primarily due to the Company’s valuation allowance on its book losses, disallowance of executive compensation expenses not deductible for tax, 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.

Financial Instruments and Fair

Financial Instruments and Fair Value Measurements and Disclosures	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Financial Instruments and Fair Value Measurements and Disclosures	FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS AND DISCLOSURES ASC Topic 820, Fair Value 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 compared to carrying values. Other than the Company’s 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, 2022 and December 31, 2021. The fair value of the Company’s notes payable, net, are estimated based on quoted market prices or discounting the expected cash flows based on rates available to the Company (level 2). At March 31, 2022, the estimated fair value of notes payable, net was $641.4 million compared to a carrying value of $619.5 million. At December 31, 2021, the estimated fair value of notes payable, net was $655.6 million compared to a carrying value of $619.1 million. During the three months ended March 31, 2022 and 2021, the Company had no assets that were measured at fair value on a nonrecurring basis.

Earnings Per Share

Earnings Per Share	3 Months Ended
	Mar. 31, 2022
Earnings Per Share [Abstract]
Earnings Per Share	EARNINGS PER SHARE The Company uses the two-class method in its computation of earnings per share. The Company’s Class A common shares and 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 14) 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 on common shares were declared for the three months ended March 31, 2022 or 2021. Diluted income (loss) per share calculations for both Class A common shares and Class B common shares contemplate adjustments to the numerator and the denominator under the if-converted method for the convertible Class B common shares, the exchangeable Class A units of the San Francisco Venture and 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 income (loss) per share. The following table summarizes the basic and diluted loss per share calculations for the three months ended March 31, 2022 and 2021 (in thousands, except shares and per share amounts): Three Months Ended March 31, 2022 2021 Numerator: Net loss attributable to the Company $ (17,130) $ (9,779) Adjustments to net loss attributable to the Company 122 113 Net loss attributable to common shareholders $ (17,008) $ (9,666) Numerator—basic common shares: Numerator for basic net loss available to Class A common shareholders $ (17,002) $ (9,663) Numerator for basic net loss available to Class B common shareholders $ (6) $ (3) Numerator—diluted common shares: Net loss attributable to common shareholders $ (17,008) $ (9,666) Reallocation of loss upon assumed exchange of dilutive potential securities (477) — Allocation of diluted net loss among common shareholders $ (17,485) $ (9,666) Numerator for diluted net loss available to Class A common shareholders $ (17,479) $ (9,663) Numerator for diluted net loss available to Class B common shareholders $ (6) $ (3) Denominator: Basic weighted average Class A common shares outstanding 68,167,586 67,288,860 Diluted weighted average Class A common shares outstanding 70,050,872 67,288,860 Basic and diluted weighted average Class B common shares outstanding 79,233,544 79,233,544 Basic loss per share: Class A common shares $ (0.25) $ (0.14) Class B common shares $ (0.00) $ (0.00) Diluted loss per share: Class A common shares $ (0.25) $ (0.14) Class B common shares $ (0.00) $ (0.00) Anti-dilutive potential Performance RSUs — 322,366 Anti-dilutive potential Restricted Shares (weighted average) 1,037,064 846,509 Anti-dilutive potential Performance Restricted Shares (weighted average) 100,292 657,892 Anti-dilutive potential Class A common shares from exchanges (weighted average) 76,120,180 79,257,314

Accumulated Other Comprehensive

Accumulated Other Comprehensive Loss	3 Months Ended
	Mar. 31, 2022
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 $1.9 million and $2.0 million at March 31, 2022 and December 31, 2021, respectively, net of tax benefits of $0.5 million and $0.5 million, respectively. At March 31, 2022 and December 31, 2021, the Company held a full valuation allowance related to the accumulated tax benefits. Accumulated other comprehensive loss of $1.2 million and $1.2 million is included in noncontrolling interests at March 31, 2022 and December 31, 2021, 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 attributable to the Company related to amortization of net actuarial losses were approximately $8,000 and $17,000, net of taxes, for the three months ended March 31, 2022 and 2021, 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, 2022
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, 2021. In the opinion of management, all adjustments (including normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results and cash flows for the three months ended March 31, 2022 are not necessarily indicative of the operating results and cash flows 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.
Restructuring	Restructuring —Restructuring costs consist of one-time employee-related termination benefits and other postemployment compensation arrangements.
Recently Adopted Accounting Pronouncements	Recently adopted accounting pronouncements —There are no recent accounting pronouncements that have had or are expected to have a material impact on the Company’s condensed consolidated financial statements or disclosures.

Basis of Presentation (Tables)

Basis of Presentation (Tables)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Schedule of Miscellaneous Other Income	Miscellaneous other income —Miscellaneous other income consisted of the following (in thousands): Three Months Ended March 31, 2022 2021 Net periodic pension benefit $ 112 $ 134 Other—related party — 1,070 Total miscellaneous other income $ 112 $ 1,204

Revenues (Tables)

Revenues (Tables)	3 Months Ended
	Mar. 31, 2022
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 (in thousands): Three Months Ended March 31, 2022 Valencia San Francisco Great Park (1) Commercial (1) Total Land sales and land sales—related party $ 558 $ — $ — $ — $ 558 Management services—related party — — 3,444 103 3,547 Operating properties 356 — — — 356 914 — 3,444 103 4,461 Operating properties leasing revenues 245 180 — — 425 $ 1,159 $ 180 $ 3,444 $ 103 $ 4,886 Three Months Ended March 31, 2021 Valencia San Francisco Great Park (1) Commercial (1) Total Land sales and land sales—related party $ 41 $ — $ — $ — $ 41 Management services—related party — — 12,340 99 12,439 Operating properties 277 — — — 277 318 — 12,340 99 12,757 Operating properties leasing revenues 274 149 — — 423 $ 592 $ 149 $ 12,340 $ 99 $ 13,180 (1) The tables above do not include revenues of the Great Park Venture and the Gateway Commercial Venture, which are included in the Company’s reporting segment totals (see Notes 4 and 13).

Investment In Unconsolidated _2

Investment In Unconsolidated Entities (Tables)	3 Months Ended
	Mar. 31, 2022
Equity Method Investments and Joint Ventures [Abstract]
Equity Method Investments	The following table summarizes the statements of operations of the Great Park Venture for the three months ended March 31, 2022 and 2021 (in thousands): Three Months Ended March 31, 2022 2021 Land sale and related party land sale revenues $ 1,819 $ 960 Home sale revenues 17,161 $ — Cost of land sales — — Cost of home sales (12,902) — Other costs and expenses (8,909) (13,444) Net loss of Great Park Venture $ (2,831) $ (12,484) The Company’s share of net loss $ (1,062) $ (4,682) Basis difference (amortization) accretion (239) 766 Equity in loss from Great Park Venture $ (1,301) $ (3,916) The following table summarizes the balance sheet data of the Great Park Venture and the Company’s investment balance as of March 31, 2022 and December 31, 2021 (in thousands): March 31, 2022 December 31, 2021 Inventories $ 705,242 $ 687,235 Cash and cash equivalents 126,974 140,004 Receivable and other assets 31,524 32,550 Total assets $ 863,740 $ 859,789 Accounts payable and other liabilities $ 135,459 $ 128,677 Redeemable Legacy Interests 82,719 82,719 Capital (Percentage Interest) 645,562 648,393 Total liabilities and capital $ 863,740 $ 859,789 The Company’s share of capital in Great Park Venture $ 242,085 $ 243,147 Unamortized basis difference 77,888 78,127 The Company’s investment in the Great Park Venture $ 319,973 $ 321,274 The following table summarizes the statements of operations of the Gateway Commercial Venture for the three months ended March 31, 2022 and 2021 (in thousands): Three Months Ended March 31, 2022 2021 Rental revenues $ 1,938 $ 2,101 Rental operating and other expenses (535) (334) Depreciation and amortization (984) (984) Interest expense (307) (303) Net income of Gateway Commercial Venture $ 112 $ 480 Equity in earnings from Gateway Commercial Venture $ 84 $ 360 The following table summarizes the balance sheet data of the Gateway Commercial Venture and the Company’s investment balance as of March 31, 2022 and December 31, 2021 (in thousands): March 31, 2022 December 31, 2021 Real estate and related intangible assets, net $ 85,668 $ 86,601 Cash 13,513 13,279 Other assets 5,144 4,486 Total assets $ 104,325 $ 104,366 Notes payable, net $ 29,388 $ 29,369 Other liabilities 8,895 9,067 Members’ capital 66,042 65,930 Total liabilities and capital $ 104,325 $ 104,366 The Company’s investment in the Gateway Commercial Venture $ 49,531 $ 49,447

Noncontrolling Interest (Tables

Noncontrolling Interest (Tables)	3 Months Ended
	Mar. 31, 2022
Noncontrolling Interest [Abstract]
Schedule of Tax Distributions	Tax distributions to the partners of the Operating Company for the three months ended March 31, 2022 and 2021, were as follows (in thousands): Three Months Ended March 31, 2022 2021 Management Partner $ 435 $ 1,382 Other partners (excluding the Holding Company) — 1,497 Total tax distributions $ 435 $ 2,879

Intangible Asset, Net - Relat_2

Intangible Asset, Net - Related Party (Tables)	3 Months Ended
	Mar. 31, 2022
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, 2022 and December 31, 2021 were as follows (in thousands): March 31, 2022 December 31, 2021 Gross carrying amount $ 129,705 $ 129,705 Accumulated amortization (78,300) (78,300) Net book value $ 51,405 $ 51,405

Related Party Transactions (Tab

Related Party Transactions (Tables)	3 Months Ended
	Mar. 31, 2022
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, 2022 and December 31, 2021 consisted of the following (in thousands): March 31, 2022 December 31, 2021 Related Party Assets: Contract assets (see Note 3) $ 79,118 $ 79,082 Operating lease right-of-use asset (corporate office lease at Five Point Gateway Campus) 18,151 18,715 Other 1,140 4,021 $ 98,409 $ 101,818 Related Party Liabilities: Reimbursement obligation $ 68,377 $ 69,536 Payable to holders of Management Company’s Class B interests 8,365 8,365 Operating lease liability (corporate office lease at Five Point Gateway Campus) 13,602 13,931 Accrued advisory fees 14,875 — Other 337 4,086 $ 105,556 $ 95,918

Notes Payable, Net (Tables)

Notes Payable, Net (Tables)	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
Schedule of Long-term Debt Instruments	At March 31, 2022 and December 31, 2021, notes payable consisted of the following (in thousands): March 31, 2022 December 31, 2021 7.875% Senior Notes due 2025 $ 625,000 $ 625,000 Unamortized debt issuance costs and discount (5,500) (5,884) $ 619,500 $ 619,116

Commitments and Contingencies (

Commitments and Contingencies (Tables)	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Supplemental Balance Sheet Information	Operating lease right-of-use assets operating lease liabilities March 31, 2022 December 31, 2021 Operating lease right-of-use assets ($18,151 and $18,715 related party, respectively) $ 22,459 $ 23,779 Operating lease liabilities ($13,602 and $13,931 related party, respectively) $ 18,822 $ 20,034

Supplemental Cash Flow Inform_2

Supplemental Cash Flow Information (Tables)	3 Months Ended
	Mar. 31, 2022
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, 2022 and 2021 were as follows (in thousands): Three Months Ended March 31, 2022 2021 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest, all of which was capitalized to inventories $ 776 $ 919 NONCASH INVESTING AND FINANCING ACTIVITIES: Adjustment to liability recognized under TRA $ (1,058) $ (522) Cash paid for income taxes $ — $ 770 Purchase of properties and equipment in accounts payable $ — $ 33
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, 2022 and 2021 (in thousands): March 31, 2022 March 31, 2021 Cash and cash equivalents $ 203,647 $ 229,670 Restricted cash and certificates of deposit 1,330 1,330 Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows $ 204,977 $ 231,000

Segment Reporting (Tables)

Segment Reporting (Tables)	3 Months Ended
	Mar. 31, 2022
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, 2022 2021 2022 2021 Valencia $ 1,159 $ 592 $ (4,827) $ (4,899) San Francisco 180 149 (669) 94 Great Park 22,424 13,300 (2,071) (10,921) Commercial 2,041 2,200 215 579 Total reportable segments 25,804 16,241 (7,352) (15,147) Reconciling items: Removal of results of unconsolidated entities— Great Park Venture (1) (18,980) (960) 2,831 12,484 Gateway Commercial Venture (1) (1,938) (2,101) (112) (480) Add equity in (losses) earnings from unconsolidated entities— Great Park Venture — — (1,301) (3,916) Gateway Commercial Venture — — 84 360 Corporate and unallocated (2) — — (30,919) (14,346) Total consolidated balances $ 4,886 $ 13,180 $ (36,769) $ (21,045) (1) Represents the removal of the Great Park Venture and Gateway Commercial Venture operating results, which are included in the Great Park segment and Commercial segment operating results at 100% of each venture’s historical basis, respectively, but are not included in the Company’s consolidated results and balances as the Company accounts for its investment in each venture using the equity method of accounting. (2) Corporate and unallocated activity is primarily comprised of corporate general and administrative expenses and restructuring expenses. Segment assets and reconciliations to the Company’s consolidated balances are as follows (in thousands): March 31, 2022 December 31, 2021 Valencia $ 914,672 $ 878,399 San Francisco 1,286,498 1,275,510 Great Park 989,508 988,444 Commercial 104,325 104,400 Total reportable segments 3,295,003 3,246,753 Reconciling items: Removal of unconsolidated balances of Great Park Venture (1) (863,740) (859,789) Removal of unconsolidated balances of Gateway Commercial Venture (1) (104,325) (104,366) Other eliminations (2) (596) (2,500) Add investment balance in Great Park Venture 319,973 321,274 Add investment balance in Gateway Commercial Venture 49,531 49,447 Corporate and unallocated (3) 227,496 292,091 Total consolidated balances $ 2,923,342 $ 2,942,910 (1) Represents the removal of the Great Park Venture and Gateway Commercial Venture balances, which are included in the Great Park segment and Commercial segment balances at 100% of each venture’s historical basis, respectively, but are not included in the Company’s consolidated balances as the Company accounts for its investment in each venture using the equity method of accounting. (2) Represents intersegment balances that eliminate in consolidation.

Share-Based Compensation (Table

Share-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2022
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, 2022: Share-Based Awards Weighted-Average Grant Nonvested at January 1, 2022 2,640 $ 6.38 Granted 213 $ 6.01 Forfeited (834) $ 2.96 Vested (940) $ 7.86 Nonvested at March 31, 2022 1,079 $ 6.66

Employee Benefit Plans (Tables)

Employee Benefit Plans (Tables)	3 Months Ended
	Mar. 31, 2022
Retirement Benefits [Abstract]
Schedule of Net Benefit Costs	The components of net periodic benefit for the three months ended March 31, 2022 and 2021, are as follows (in thousands): Three Months Ended March 31, 2022 2021 Net periodic benefit: Interest cost $ 136 $ 128 Expected return on plan assets (261) (290) Amortization of net actuarial loss 13 28 Net periodic benefit $ (112) $ (134)

Earnings Per Share (Tables)

Earnings Per Share (Tables)	3 Months Ended
	Mar. 31, 2022
Earnings Per Share [Abstract]
Schedule of Earnings Per Share, Basic and Diluted	The following table summarizes the basic and diluted loss per share calculations for the three months ended March 31, 2022 and 2021 (in thousands, except shares and per share amounts): Three Months Ended March 31, 2022 2021 Numerator: Net loss attributable to the Company $ (17,130) $ (9,779) Adjustments to net loss attributable to the Company 122 113 Net loss attributable to common shareholders $ (17,008) $ (9,666) Numerator—basic common shares: Numerator for basic net loss available to Class A common shareholders $ (17,002) $ (9,663) Numerator for basic net loss available to Class B common shareholders $ (6) $ (3) Numerator—diluted common shares: Net loss attributable to common shareholders $ (17,008) $ (9,666) Reallocation of loss upon assumed exchange of dilutive potential securities (477) — Allocation of diluted net loss among common shareholders $ (17,485) $ (9,666) Numerator for diluted net loss available to Class A common shareholders $ (17,479) $ (9,663) Numerator for diluted net loss available to Class B common shareholders $ (6) $ (3) Denominator: Basic weighted average Class A common shares outstanding 68,167,586 67,288,860 Diluted weighted average Class A common shares outstanding 70,050,872 67,288,860 Basic and diluted weighted average Class B common shares outstanding 79,233,544 79,233,544 Basic loss per share: Class A common shares $ (0.25) $ (0.14) Class B common shares $ (0.00) $ (0.00) Diluted loss per share: Class A common shares $ (0.25) $ (0.14) Class B common shares $ (0.00) $ (0.00) Anti-dilutive potential Performance RSUs — 322,366 Anti-dilutive potential Restricted Shares (weighted average) 1,037,064 846,509 Anti-dilutive potential Performance Restricted Shares (weighted average) 100,292 657,892 Anti-dilutive potential Class A common shares from exchanges (weighted average) 76,120,180 79,257,314

Business and Organization (Deta

Business and Organization (Details) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2022USD ($)membervote	Apr. 30, 2022USD ($)	Apr. 29, 2022USD ($)$ / shares
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
Great Park
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			$ 5.85
The San Francisco Venture
Class of Stock [Line Items]
Right to exchange, conversion ratio	1
Equity Method Investee | Great Park | Contingent Payments Due from Related Parties
Class of Stock [Line Items]
Related party assets | $	$ 565
Equity Method Investee | Subsequent Event | Great Park | Legacy Incentive Compensation Receivable
Class of Stock [Line Items]
Distributions to holders of legacy interests | $		$ 482.3
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%
FPOVHI Member, LLC | Five Point Office Venture Holdings I, LLC Acquisition
Class of Stock [Line Items]
Percentage of equity ownership	75.00%
Percentage of equity ownership	75.00%
Five Point Land, LLC | Subsidiary of Common Parent
Class of Stock [Line Items]
Subsidiary ownership	100.00%
San Francisco Venture | Subsidiary of Common Parent
Class of Stock [Line Items]
Subsidiary ownership	100.00%
Parent Company | Five Point Operating Company, LLC | Affiliated Entity
Class of Stock [Line Items]
Right to exchange, conversion ratio	1
Parent Company | Five Point Operating Company, LLC | Affiliated Entity | Five Point Operating Company, LLC
Class of Stock [Line Items]
Ownership of class A common stock, percentage	62.50%
Parent Company | Five Point Operating Company, LLC | Affiliated Entity | Subsequent Event
Class of Stock [Line Items]
Market capitalization of company | $			$ 867.7
Common Class B
Class of Stock [Line Items]
Conversion of common shares, ratio	0.0003

Basis of Presentation - Additio

Basis of Presentation - Additional Information (Details) - USD ($) $ in Thousands	Feb. 09, 2022	Aug. 23, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Restructuring Cost and Reserve [Line Items]
Related party liabilities			$ 105,556		$ 95,918
Restructuring			19,437	$ 0
Share-based compensation expense			4,100	$ 1,300
Restructuring Charges
Restructuring Cost and Reserve [Line Items]
Share-based compensation expense			3,000
Advisory Agreement
Restructuring Cost and Reserve [Line Items]
Related party liabilities			15,600
Lynn Jochim | Advisory Agreement | Former Officer
Restructuring Cost and Reserve [Line Items]
Initial term	3 years
Related party liabilities			2,900
Emile Haddad | Advisory Agreement | Former Officer
Restructuring Cost and Reserve [Line Items]
Initial term	3 years	3 years
Related party liabilities			12,000
Employee Severance
Restructuring Cost and Reserve [Line Items]
Restructuring			900
Restructuring reserve			$ 900

Basis of Presentation - Compone

Basis of Presentation - Components of Miscellaneous Other Income (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Related Party Transaction [Line Items]
Net periodic pension benefit	$ 112	$ 134
Other—related party	112	1,204
Miscellaneous	112	1,204
Affiliated Entity
Related Party Transaction [Line Items]
Other—related party	0	1,070
Miscellaneous	$ 0	$ 1,070

Revenues - Disaggregation of Re

Revenues - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue from customers	$ 4,461	$ 12,757
Revenues	4,886	13,180
Land sales and land sales—related party
Disaggregation of Revenue [Line Items]
Revenue from customers	558	41
Management services—related party | Affiliated Entity
Disaggregation of Revenue [Line Items]
Revenue from customers	3,547	12,439
Operating properties
Disaggregation of Revenue [Line Items]
Revenue from customers	356	277
Operating properties leasing revenues	425	423
Revenues	781	700
Valencia
Disaggregation of Revenue [Line Items]
Revenue from customers	914	318
Revenues	1,159	592
Valencia | Land sales and land sales—related party
Disaggregation of Revenue [Line Items]
Revenue from customers	558	41
Valencia | Management services—related party | Affiliated Entity
Disaggregation of Revenue [Line Items]
Revenue from customers	0	0
Valencia | Operating properties
Disaggregation of Revenue [Line Items]
Revenue from customers	356	277
Operating properties leasing revenues	245	274
San Francisco
Disaggregation of Revenue [Line Items]
Revenue from customers	0	0
Revenues	180	149
San Francisco | Land sales and land sales—related party
Disaggregation of Revenue [Line Items]
Revenue from customers	0	0
San Francisco | Management services—related party | Affiliated Entity
Disaggregation of Revenue [Line Items]
Revenue from customers	0	0
San Francisco | Operating properties
Disaggregation of Revenue [Line Items]
Revenue from customers	0	0
Operating properties leasing revenues	180	149
Great Park
Disaggregation of Revenue [Line Items]
Revenue from customers	3,444	12,340
Revenues	3,444	12,340
Great Park | Land sales and land sales—related party
Disaggregation of Revenue [Line Items]
Revenue from customers	0	0
Great Park | Management services—related party | Affiliated Entity
Disaggregation of Revenue [Line Items]
Revenue from customers	3,444	12,340
Great Park | 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	103	99
Revenues	103	99
Commercial | Land sales and land sales—related party
Disaggregation of Revenue [Line Items]
Revenue from customers	0	0
Commercial | Management services—related party | Affiliated Entity
Disaggregation of Revenue [Line Items]
Revenue from customers	103	99
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, 2022	Mar. 31, 2021
Increase (Decrease) In Contract With Customer, Asset [Roll Forward]
Contract assets, beginning balance	$ 87,600	$ 85,100
Increase (decrease) in contract assets	(100)	6,400
Contract assets, ending balance	87,500	91,500
Affiliated Entity
Increase (Decrease) In Contract With Customer, Asset [Roll Forward]
Contract assets, beginning balance	79,082	78,100
Contract assets, ending balance	$ 79,118	$ 85,100

Investment In Unconsolidated _3

Investment In Unconsolidated Entities - Additional Information (Details) $ in Thousands, ft² in Millions	3 Months Ended
	Mar. 31, 2022USD ($)aft²buildingindividual	Mar. 31, 2021USD ($)	Dec. 31, 2021USD ($)
Schedule of Equity Method Investments [Line Items]
Revenue from customers	$ 4,461	$ 12,757
Number of buildings owned | building	1
Area of land (in acres) | a	50
Number of buildings on campus | building	4
Revenues	$ 4,886	13,180
Company's investment in venture	373,022		$ 374,553
Equity in earnings (losses) from unconsolidated entities	(1,032)	(3,556)
Great Park Venture
Schedule of Equity Method Investments [Line Items]
Company's investment in venture	319,973		321,274
Gateway Commercial Venture
Schedule of Equity Method Investments [Line Items]
Revenue from customers	$ 1,938	2,101
Area of land (in acres) | a	73
Number of buildings on campus | building	4
Area of gateway campus | ft²	1
Company's investment in venture	$ 49,531		49,447
Equity in earnings (losses) from unconsolidated entities	84	360
Land sales
Schedule of Equity Method Investments [Line Items]
Revenues	557	22
Land sales | Great Park Venture
Schedule of Equity Method Investments [Line Items]
Revenue from related parties	1,500	200
Revenue from customers	300	700
Rental Revenue | Gateway Commercial Venture
Schedule of Equity Method Investments [Line Items]
Revenues	$ 1,900	2,100
Great Park Venture
Schedule of Equity Method Investments [Line Items]
Percentage of equity ownership	37.50%
Distributions entitled to be received	$ 476,000
Potential additional distributions entitled to be received	89,000
Distributions received	476,000
Remaining maximum participating Legacy Interest distribution rights	82,700
Equity in earnings (losses) from unconsolidated entities	$ (1,301)	(3,916)
Gateway Commercial Venture
Schedule of Equity Method Investments [Line Items]
Percentage of equity ownership	75.00%
Equity in earnings (losses) from unconsolidated entities	$ 84	360
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
Valencia Landbank Venture
Schedule of Equity Method Investments [Line Items]
Percentage of equity ownership	10.00%
Company's investment in venture	$ 3,500		$ 3,800
Equity in earnings (losses) from unconsolidated entities	$ 200	$ 0

Investment In Unconsolidated _4

Investment In Unconsolidated Entities - Summarized Statement of Operations (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Add equity in earnings (losses) from unconsolidated entities
Revenue from customers	$ 4,461	$ 12,757
Other costs and expenses	(40,751)	(31,900)
Net loss	(36,769)	(21,045)
The Company’s share of net loss	(17,130)	(9,779)
EQUITY IN LOSS FROM UNCONSOLIDATED ENTITIES	(1,032)	(3,556)
Land sales and land sales—related party
Add equity in earnings (losses) from unconsolidated entities
Revenue from customers	558	41
Great Park Venture
Add equity in earnings (losses) from unconsolidated entities
The Company’s share of net loss	(1,062)	(4,682)
Basis difference (amortization) accretion	(239)	766
EQUITY IN LOSS FROM UNCONSOLIDATED ENTITIES	(1,301)	(3,916)
Great Park Venture
Add equity in earnings (losses) from unconsolidated entities
Other costs and expenses	(8,909)	(13,444)
Net loss	(2,831)	(12,484)
Great Park Venture | Land sales and land sales—related party
Add equity in earnings (losses) from unconsolidated entities
Revenue from customers	1,819	960
Great Park Venture | Home Sales
Add equity in earnings (losses) from unconsolidated entities
Revenue from customers	17,161	0
Rental operating and other expenses	(12,902)	0
Great Park Venture | Land sales
Add equity in earnings (losses) from unconsolidated entities
Rental operating and other expenses	0	0
Gateway Commercial Venture
Add equity in earnings (losses) from unconsolidated entities
Revenue from customers	1,938	2,101
Rental operating and other expenses	(535)	(334)
Depreciation and amortization	(984)	(984)
Interest expense	(307)	(303)
The Company’s share of net loss	112	480
EQUITY IN LOSS FROM UNCONSOLIDATED ENTITIES	$ 84	$ 360

Investment In Unconsolidated _5

Investment In Unconsolidated Entities - Summarized Balance Sheet Data (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021
ASSETS
INVENTORIES	$ 2,144,757	$ 2,096,824
CASH AND CASH EQUIVALENTS	203,647	265,462	$ 229,670
INTANGIBLE ASSET, NET—RELATED PARTY	51,405	51,405
OTHER ASSETS	19,629	20,052
TOTAL	2,923,342	2,942,910
LIABILITIES:
Accounts payable and other liabilities	121,608	115,374
Distribution payable to Legacy Interests	619,500	619,116
Redeemable Legacy Interests	585,606	587,587
Capital (Percentage Interest)	615,332	634,424
Members’ capital	1,865,612	1,900,378
TOTAL	2,923,342	2,942,910
Company's investment in venture	373,022	374,553
Great Park
ASSETS
INVENTORIES	705,242	687,235
CASH AND CASH EQUIVALENTS	126,974	140,004
OTHER ASSETS	31,524	32,550
TOTAL	863,740	859,789
LIABILITIES:
Accounts payable and other liabilities	135,459	128,677
Redeemable Legacy Interests	82,719	82,719
Capital (Percentage Interest)	645,562	648,393
TOTAL	863,740	859,789
The Company's share of capital in Great Park Venture	242,085	243,147
Unamortized basis difference	77,888	78,127
Company's investment in venture	319,973	321,274
Gateway Commercial Venture
ASSETS
INTANGIBLE ASSET, NET—RELATED PARTY	85,668	86,601
Cash	13,513	13,279
OTHER ASSETS	5,144	4,486
TOTAL	104,325	104,366
LIABILITIES:
Distribution payable to Legacy Interests	29,388	29,369
Other	8,895	9,067
Members’ capital	66,042	65,930
TOTAL	104,325	104,366
Company's investment in venture	$ 49,531	$ 49,447

Noncontrolling Interests - Addi

Noncontrolling Interests - Additional Information (Details) shares in Millions, $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2022USD ($)class	Dec. 31, 2019USD ($)shares	Dec. 31, 2021USD ($)
Noncontrolling Interest [Line Items]
Holding period for right to exchange	12 months
Right to exchange, conversion ratio	1
Redeemable noncontrolling interest, common stock class C units	$ 25		$ 25
San Francisco Venture
Noncontrolling Interest [Line Items]
Issuance of Class C common shares (in shares) | shares		25
Proceeds from issuance of redeemable noncontrolling interest		$ 25
Maximum amount payable, class C units		25
Infrastructure development costs		25
San Francisco Venture | Maximum
Noncontrolling Interest [Line Items]
Authorized contribution amount		$ 25
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
Five Point Operating Company, LLC
Noncontrolling Interest [Line Items]
Noncontrolling interest percentage of outstanding common units	37.50%
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%

Noncontrolling Interests - Sche

Noncontrolling Interests - Schedule of Tax Distributions (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Noncontrolling Interest [Line Items]
Total tax distributions	$ 435	$ 2,879
Five Point Operating Company, LLC
Noncontrolling Interest [Line Items]
Total tax distributions	435	2,879
Management Partner | Five Point Operating Company, LLC
Noncontrolling Interest [Line Items]
Total tax distributions	435	1,382
Other partners (excluding the Holding Company) | Five Point Operating Company, LLC
Noncontrolling Interest [Line Items]
Total tax distributions	$ 0	$ 1,497

Consolidated Variable Interes_2

Consolidated Variable Interest Entity (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Variable Interest Entity [Line Items]
Combined assets	$ 2,923,342	$ 2,942,910
Inventories	2,144,757	2,096,824
Related party assets	98,409	101,818
Combined liabilities	1,032,730	1,017,532
Related party liabilities	105,556	95,918
Intangibles	51,405	51,405
Accounts payable and other liabilities	$ 121,608	115,374
San Francisco Venture
Variable Interest Entity [Line Items]
Distributions	99.00%
Variable Interest Entity, Primary Beneficiary | San Francisco Venture
Variable Interest Entity [Line Items]
Combined assets	$ 1,300,000	1,300,000
Inventories	1,280,000	1,270,000
Related party assets	1,100	1,100
Combined liabilities	75,300	76,900
Related party liabilities	68,400	69,500
Variable Interest Entity, Primary Beneficiary | FP LP And FPL
Variable Interest Entity [Line Items]
Combined assets	1,000,000	1,000,000
Inventories	863,000	826,400
Related party assets	79,100	82,000
Combined liabilities	96,400	94,000
Related party liabilities	8,400	8,400
Intangibles	51,400	51,400
Accounts payable and other liabilities	$ 88,000	$ 85,600

Intangible Asset, Net - Relat_3

Intangible Asset, Net - Related Party (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Gross carrying amount	$ 129,705,000		$ 129,705,000
Accumulated amortization	(78,300,000)		(78,300,000)
Net book value	51,405,000		$ 51,405,000
Amortization expense	$ 0	$ 7,800,000

Related Party Transactions - Re

Related Party Transactions - Related Party Assets and Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Contract assets	$ 87,500	$ 87,600	$ 91,500	$ 85,100
Operating lease right-of-use assets	22,459	23,779
Other	19,629	20,052
Due to related parties	105,556	95,918
Operating lease liability	18,822	20,034
Affiliated Entity
Related Party Transaction [Line Items]
Contract assets	79,118	79,082	$ 85,100	$ 78,100
Operating lease right-of-use assets	18,151	18,715
Other	1,140	4,021
Total Related Party Assets	98,409	101,818
Operating lease liability	13,602	13,931
Other	337	4,086
Total Related Party Liabilities	105,556	95,918
Reimbursement obligation | Affiliated Entity
Related Party Transaction [Line Items]
Due to related parties	68,377	69,536
Payable to holders of Management Company’s Class B interests | Affiliated Entity
Related Party Transaction [Line Items]
Due to related parties	8,365	8,365
Accrued advisory fees | Affiliated Entity
Related Party Transaction [Line Items]
Due to related parties	$ 14,875	$ 0

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands	Feb. 09, 2022	Aug. 23, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Related party assets			$ 98,409		$ 101,818
Contract assets			87,500	$ 91,500	87,600	$ 85,100
Related party liabilities			105,556		95,918
Advisory Agreement
Related Party Transaction [Line Items]
Related party liabilities			15,600
Equity Method Investee | Legacy Incentive Compensation Receivable | Great Park Venture
Related Party Transaction [Line Items]
Related party assets			$ 9,000
Percentage of distributions			9.00%
Affiliated Entity
Related Party Transaction [Line Items]
Contract assets			$ 79,118	85,100	79,082	$ 78,100
Affiliated Entity | Legacy Incentive Compensation Receivable
Related Party Transaction [Line Items]
Contract assets			74,300		$ 74,300
Affiliated Entity | Development Management Agreement
Related Party Transaction [Line Items]
Revenue from related parties			3,400	$ 12,300
Former Officer | Advisory Agreement | Emile Haddad
Related Party Transaction [Line Items]
Related party liabilities			12,000
Initial term	3 years	3 years
Former Officer | Advisory Agreement | Lynn Jochim
Related Party Transaction [Line Items]
Related party liabilities			$ 2,900
Initial term	3 years
Annual retainer	$ 1,000

Notes Payable, Net (Details)

Notes Payable, Net (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021	Apr. 30, 2021
Debt Instrument [Line Items]
Promissory note issued	$ 619,500,000	$ 619,116,000
Unamortized debt issuance costs and discount	(5,500,000)	(5,884,000)
Outstanding letters of credit	1,300,000	1,300,000
Unsecured Debt | Revolving Credit Facility
Debt Instrument [Line Items]
Senior unsecured revolving credit facility, maximum borrowing capacity			$ 125,000,000
Outstanding letters of credit	300,000
Senior unsecured revolving credit facility, available borrowing capacity	$ 124,700,000
7.875% Senior Notes due 2025 | Senior Notes
Debt Instrument [Line Items]
Interest rate on new notes	7.875%
Promissory note issued	$ 625,000,000	$ 625,000,000

Tax Receivable Agreement (Detai

Tax Receivable Agreement (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Other Liabilities Disclosure [Abstract]
Payable pursuant to tax receivable agreement	$ 173,068,000		$ 174,126,000
TRA payments	$ 0	$ 0

Commitments and Contingencies -

Commitments and Contingencies - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Lessee, Lease, Description [Line Items]
Operating lease right-of-use assets	$ 22,459	$ 23,779
Operating lease liabilities	$ 18,822	$ 20,034
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	RELATED PARTY ASSETS, OTHER ASSETS	RELATED PARTY ASSETS, OTHER ASSETS
Operating Lease, Liability, Statement of Financial Position [Extensible List]	Accounts Payable and Accrued Liabilities, Related party liabilities	Accounts Payable and Accrued Liabilities, Related party liabilities
Affiliated Entity
Lessee, Lease, Description [Line Items]
Operating lease right-of-use assets	$ 18,151	$ 18,715
Operating lease liabilities	$ 13,602	$ 13,931

Commitments and Contingencies_2

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions	1 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Lessee, Lease, Description [Line Items]
Remaining estimated maximum potential amount of monetary payments subject to guaranty	$ 18.3
Outstanding letters of credit	1.3	$ 1.3
Hunters Point Litigation
Lessee, Lease, Description [Line Items]
Settlement, awarded to other party	6.3
The San Francisco Venture
Lessee, Lease, Description [Line Items]
Guaranty of infrastructure obligations, maximum obligation	198.3	198.3
Surety Bond
Lessee, Lease, Description [Line Items]
Outstanding letters of credit	288	279.6
Letter of Credit
Lessee, Lease, Description [Line Items]
Restricted cash and certificates of deposit pledged as collateral	$ 1	$ 1

Supplemental Cash Flow Inform_3

Supplemental Cash Flow Information - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest, all of which was capitalized to inventories	$ 776	$ 919
NONCASH INVESTING AND FINANCING ACTIVITIES:
Adjustment to liability recognized under TRA	(1,058)	(522)
Cash paid for income taxes	0	770
Purchase of properties and equipment in accounts payable	$ 0	$ 33

Supplemental Cash Flow Inform_4

Supplemental Cash Flow Information - Condensed Cash Flow Information (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Supplemental Cash Flow Elements [Abstract]
Cash and cash equivalents	$ 203,647	$ 265,462	$ 229,670
Restricted cash and certificates of deposit	1,330	1,330	1,330
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows	$ 204,977	$ 266,792	$ 231,000	$ 299,474

Segment Reporting - Additional

Segment Reporting - Additional Information (Details)	Mar. 31, 2022aft²building
Segment Reporting Information [Line Items]
Square footage of building | ft²	189,000
Number of buildings on campus | building	4
Area of land (in acres)	50
Gateway Commercial Venture
Segment Reporting Information [Line Items]
Area of land (in acres)	50
Great Park
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, 2022	Mar. 31, 2021
Segment Reporting Information [Line Items]
Revenues	$ 4,886	$ 13,180
Profit (Loss)	(36,769)	(21,045)
Equity in earnings (losses) from unconsolidated entities	(1,032)	(3,556)
Great Park Venture
Segment Reporting Information [Line Items]
Equity in earnings (losses) from unconsolidated entities	(1,301)	(3,916)
Gateway Commercial Venture
Segment Reporting Information [Line Items]
Equity in earnings (losses) from unconsolidated entities	84	360
Operating Segments
Segment Reporting Information [Line Items]
Revenues	25,804	16,241
Profit (Loss)	(7,352)	(15,147)
Corporate and Unallocated
Segment Reporting Information [Line Items]
Profit (Loss)	(30,919)	(14,346)
Valencia
Segment Reporting Information [Line Items]
Revenues	1,159	592
Valencia | Operating Segments
Segment Reporting Information [Line Items]
Revenues	1,159	592
Profit (Loss)	(4,827)	(4,899)
San Francisco
Segment Reporting Information [Line Items]
Revenues	180	149
San Francisco | Operating Segments
Segment Reporting Information [Line Items]
Revenues	180	149
Profit (Loss)	(669)	94
Great Park Venture
Segment Reporting Information [Line Items]
Revenues	3,444	12,340
Great Park Venture | Operating Segments
Segment Reporting Information [Line Items]
Revenues	22,424	13,300
Profit (Loss)	(2,071)	(10,921)
Great Park Venture | Removal of Results of Unconsolidated Entities
Segment Reporting Information [Line Items]
Revenues	(18,980)	(960)
Profit (Loss)	2,831	12,484
Commercial
Segment Reporting Information [Line Items]
Revenues	103	99
Commercial | Operating Segments
Segment Reporting Information [Line Items]
Revenues	2,041	2,200
Profit (Loss)	215	579
Gateway Commercial Venture | Removal of Results of Unconsolidated Entities
Segment Reporting Information [Line Items]
Revenues	(1,938)	(2,101)
Profit (Loss)	$ (112)	$ (480)

Segment Reporting - Assets (Det

Segment Reporting - Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Segment Reporting Information [Line Items]
Assets	$ 2,923,342	$ 2,942,910
Add investment balance	373,022	374,553
Great Park Venture
Segment Reporting Information [Line Items]
Assets	863,740	859,789
Add investment balance	319,973	321,274
Gateway Commercial Venture
Segment Reporting Information [Line Items]
Assets	104,325	104,366
Add investment balance	49,531	49,447
Operating Segments
Segment Reporting Information [Line Items]
Assets	3,295,003	3,246,753
Other eliminations
Segment Reporting Information [Line Items]
Assets	(596)	(2,500)
Corporate and Unallocated
Segment Reporting Information [Line Items]
Assets	227,496	292,091
Valencia | Operating Segments
Segment Reporting Information [Line Items]
Assets	914,672	878,399
San Francisco | Operating Segments
Segment Reporting Information [Line Items]
Assets	1,286,498	1,275,510
Great Park Venture | Operating Segments
Segment Reporting Information [Line Items]
Assets	989,508	988,444
Great Park Venture | Removal of Results of Unconsolidated Entities
Segment Reporting Information [Line Items]
Assets	(863,740)	(859,789)
Commercial | Operating Segments
Segment Reporting Information [Line Items]
Assets	104,325	104,400
Gateway Commercial Venture | Removal of Results of Unconsolidated Entities
Segment Reporting Information [Line Items]
Assets	$ (104,325)	$ (104,366)

Share-Based Compensation - Equi

Share-Based Compensation - Equity Compensation Activity (Details) - Restricted Stock shares in Thousands	3 Months Ended
	Mar. 31, 2022$ / sharesshares
Share-Based Awards
Nonvested, beginning balance (in shares) | shares	2,640
Granted (in shares) | shares	213
Forfeited (in shares) | shares	(834)
Vested (in shares) | shares	(940)
Nonvested, ending balance (in shares) | shares	1,079
Weighted-Average Grant Date Fair Value
Nonvested, beginning balance (in dollars per share) | $ / shares	$ 6.38
Granted (in dollars per share) | $ / shares	6.01
Forfeited (in dollars per share) | $ / shares	2.96
Vested (in dollars per share) | $ / shares	7.86
Nonvested, ending balance (in dollars per share) | $ / shares	$ 6.66

Share-Based Compensation - Addi

Share-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended		3 Months Ended
	Jan. 31, 2022	Jan. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense			$ 4,100	$ 1,300
Estimated fair value at vesting of share-based awards			6,200
Reacquisition of share based compensation awards for tax-withholding purposes			2,736	$ 2,047
Restructuring Charges
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense			3,000
Selling, General and Administrative Expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense			$ 1,100
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Reacquisition of share based compensation awards for tax-withholding purposes	$ 2,700	$ 2,000

Employee Benefit Plans (Details

Employee Benefit Plans (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Net periodic benefit:
Interest cost	$ 136	$ 128
Expected return on plan assets	(261)	(290)
Amortization of net actuarial loss	13	28
Net periodic benefit	$ (112)	$ (134)

Income Taxes (Details)

Income Taxes (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Income tax expense (benefit), other than provision	$ 0
Provision for income tax	5,000	$ 0
Pre-tax income (loss)	$ 36,764,000	$ 21,045,000

Financial Instruments and Fai_2

Financial Instruments and Fair Value Measurements and Disclosures (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Estimated Fair Value | Fair Value, Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes payable	$ 641.4	$ 655.6
Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes payable, carrying value	$ 619.5	$ 619.1

Earnings Per Share - Additional

Earnings Per Share - Additional Information (Details)	3 Months Ended
	Mar. 31, 2022
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, 2022	Mar. 31, 2021
Numerator:
Net loss attributable to the Company	$ (17,130)	$ (9,779)
Adjustments to net loss attributable to the Company	122	113
Net loss attributable to common shareholders	(17,008)	(9,666)
Reallocation of loss upon assumed exchange of dilutive potential securities	(477)	0
Numerator for diluted net (loss) income available to Class A/B common shareholders	$ (17,485)	$ (9,666)
Performance Restricted Stock Units (RSUs)
Diluted loss per share:
Anti-dilutive potential securities (in shares)	0	322,366
Restricted Shares
Diluted loss per share:
Anti-dilutive potential securities (in shares)	1,037,064	846,509
Performance Restricted Shares
Diluted loss per share:
Anti-dilutive potential securities (in shares)	100,292	657,892
Common Class A
Diluted loss per share:
Anti-dilutive potential securities (in shares)	76,120,180	79,257,314
Common Class A
Numerator:
Net loss attributable to common shareholders	$ (17,002)	$ (9,663)
Numerator for diluted net (loss) income available to Class A/B common shareholders	$ (17,479)	$ (9,663)
Denominator:
Basic weighted average Class A/B common shares outstanding (in shares)	68,167,586	67,288,860
Diluted weighted average Class A/B common shares outstanding (in shares)	70,050,872	67,288,860
Basic loss per share:
Class A/B common shares (in dollars per share)	$ (0.25)	$ (0.14)
Diluted loss per share:
Class A/B common shares (in dollars per share)	$ (0.25)	$ (0.14)
Common Class B
Numerator:
Net loss attributable to common shareholders	$ (6)	$ (3)
Numerator for diluted net (loss) income available to Class A/B common shareholders	$ (6)	$ (3)
Denominator:
Basic weighted average Class A/B common shares outstanding (in shares)	79,233,544	79,233,544
Diluted weighted average Class A/B common shares outstanding (in shares)	79,233,544	79,233,544
Basic loss per share:
Class A/B common shares (in dollars per share)	$ 0	$ 0
Diluted loss 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		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Defined benefit pension plan, tax benefits	$ 500		$ 500
Total Members’ Capital
Accumulated Other Comprehensive Income (Loss) [Line Items]
Unamortized defined benefit pension plan net actuarial losses	1,900		2,000
AOCI Attributable to Noncontrolling Interest
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive loss included in noncontrolling interest	1,200		$ 1,200
Accumulated Defined Benefit Plans Adjustment, Net Gain (Loss) Attributable to Parent
Accumulated Other Comprehensive Income (Loss) [Line Items]
Reclassifications from accumulated other comprehensive loss	$ 8	$ 17