Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2024 | Oct. 11, 2024 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2024 | |
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 | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001574197 | |
Current Fiscal Year End Date | --12-31 | |
Common Class A | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 69,358,504 | |
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 | Sep. 30, 2024 | Dec. 31, 2023 |
ASSETS | ||
INVENTORIES | $ 2,340,031 | $ 2,213,479 |
INVESTMENT IN UNCONSOLIDATED ENTITIES | 210,763 | 252,816 |
PROPERTIES AND EQUIPMENT, NET | 29,466 | 29,145 |
INTANGIBLE ASSET, NET—RELATED PARTY | 11,535 | 25,270 |
CASH AND CASH EQUIVALENTS | 224,521 | 353,801 |
RESTRICTED CASH AND CERTIFICATES OF DEPOSIT | 992 | 992 |
TOTAL | 2,949,464 | 2,969,288 |
LIABILITIES: | ||
Notes payable, net | 524,909 | 622,186 |
Accounts payable and other liabilities | 100,135 | 81,649 |
Related party liabilities | 72,618 | 78,074 |
Deferred income tax liability, net | 14,382 | 7,067 |
Payable pursuant to tax receivable agreement | 173,351 | 173,208 |
Total liabilities | 885,395 | 962,184 |
COMMITMENTS AND CONTINGENT LIABILITIES (Note 11) | ||
REDEEMABLE NONCONTROLLING INTEREST | 25,000 | 25,000 |
CAPITAL: | ||
Contributed capital | 594,204 | 591,606 |
Retained earnings | 110,584 | 88,780 |
Accumulated other comprehensive loss | (2,313) | (2,332) |
Total members’ capital | 702,475 | 678,054 |
Noncontrolling interests | 1,336,594 | 1,304,050 |
Total capital | 2,039,069 | 1,982,104 |
TOTAL | 2,949,464 | 2,969,288 |
Related Party | ||
ASSETS | ||
OTHER ASSETS | 121,829 | 83,970 |
LIABILITIES: | ||
Related party liabilities | 72,618 | 78,074 |
Nonrelated Party | ||
ASSETS | ||
OTHER ASSETS | $ 10,327 | $ 9,815 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - shares | Sep. 30, 2024 | Dec. 31, 2023 |
Common Class A | ||
Common shares issued (in shares) | 69,358,504 | 69,199,938 |
Common shares outstanding (in shares) | 69,358,504 | 69,199,938 |
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 ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
REVENUES: | ||||
Revenues | $ 17,013 | $ 65,923 | $ 78,140 | $ 92,973 |
COSTS AND EXPENSES: | ||||
Selling, general, and administrative | 11,911 | 11,938 | 37,013 | 38,400 |
Total costs and expenses | 17,398 | 54,627 | 60,579 | 96,107 |
OTHER INCOME (EXPENSE): | ||||
Interest income | 2,595 | 2,413 | 8,575 | 4,542 |
Miscellaneous | 24 | 1,074 | (5,857) | 1,033 |
Total other income | 2,619 | 3,487 | 2,718 | 5,575 |
EQUITY IN EARNINGS (LOSS) FROM UNCONSOLIDATED ENTITIES | 11,987 | (622) | 45,071 | 52,554 |
INCOME BEFORE INCOME TAX PROVISION | 14,221 | 14,161 | 65,350 | 54,995 |
INCOME TAX PROVISION | (1,886) | (3) | (8,705) | (16) |
NET INCOME | 12,335 | 14,158 | 56,645 | 54,979 |
LESS NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 7,579 | 7,555 | 34,841 | 29,341 |
NET INCOME ATTRIBUTABLE TO THE COMPANY | $ 4,756 | $ 6,603 | $ 21,804 | $ 25,638 |
Common Class A | ||||
NET INCOME ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE | ||||
Basic (in dollars per share) | $ 0.07 | $ 0.10 | $ 0.31 | $ 0.37 |
Diluted (in dollar per share) | $ 0.07 | $ 0.09 | $ 0.31 | $ 0.37 |
WEIGHTED AVERAGE CLASS A SHARES OUTSTANDING | ||||
Basic (in shares) | 69,279,028 | 68,865,783 | 69,192,620 | 68,794,915 |
Diluted (in shares) | 146,565,417 | 145,312,266 | 146,394,307 | 145,064,113 |
Common Class B | ||||
NET INCOME ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE | ||||
Basic (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Diluted (in dollar per share) | $ 0 | $ 0 | $ 0 | $ 0 |
WEIGHTED AVERAGE CLASS A SHARES OUTSTANDING | ||||
Basic (in shares) | 79,233,544 | 79,233,544 | 79,233,544 | 79,233,544 |
Diluted (in shares) | 79,233,544 | 79,233,544 | 79,233,544 | 79,233,544 |
Land sales | ||||
COSTS AND EXPENSES: | ||||
Cost and expenses | $ 0 | $ 38,967 | $ 0 | $ 38,967 |
Land sales | Nonrelated Party | ||||
REVENUES: | ||||
Revenues | 372 | 60,694 | 1,214 | 60,685 |
Land sales | Related Party | ||||
REVENUES: | ||||
Revenues | 0 | 0 | 0 | 595 |
Management services | ||||
COSTS AND EXPENSES: | ||||
Cost and expenses | 4,256 | 2,371 | 19,467 | 14,419 |
Management services | Related Party | ||||
REVENUES: | ||||
Revenues | 16,030 | 4,502 | 75,035 | 29,512 |
Operating properties | ||||
COSTS AND EXPENSES: | ||||
Cost and expenses | 1,231 | 1,351 | 4,099 | 4,321 |
Operating properties | Nonrelated Party | ||||
REVENUES: | ||||
Revenues | $ 611 | $ 727 | $ 1,891 | $ 2,181 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
NET INCOME | $ 12,335 | $ 14,158 | $ 56,645 | $ 54,979 |
OTHER COMPREHENSIVE INCOME: | ||||
Reclassification of actuarial loss on defined benefit pension plan included in net income | 14 | 41 | 41 | 122 |
Other comprehensive income before taxes | 14 | 41 | 41 | 122 |
INCOME TAX PROVISION RELATED TO OTHER COMPREHENSIVE INCOME | (1) | 0 | (5) | 0 |
OTHER COMPREHENSIVE INCOME—Net of tax | 13 | 41 | 36 | 122 |
COMPREHENSIVE INCOME | 12,348 | 14,199 | 56,681 | 55,101 |
LESS COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 7,584 | 7,571 | 34,856 | 29,387 |
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY | $ 4,764 | $ 6,628 | $ 21,825 | $ 25,714 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Capital - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance | $ 2,027,327 | $ 1,908,326 | $ 1,982,104 | $ 1,868,047 |
Net income | 12,335 | 14,158 | 56,645 | 54,979 |
Share-based compensation expense | 993 | 917 | 2,809 | 2,610 |
Reacquisition of share-based compensation awards for tax-withholding purposes | (823) | (202) | ||
Other comprehensive income—net of tax | 13 | 41 | 36 | 122 |
Tax distributions to noncontrolling interests | (1,599) | (2,059) | (1,599) | (4,033) |
Adjustment to liability recognized under tax receivable agreement - net of tax | (103) | (140) | ||
Adjustment of noncontrolling interest in the Operating Company | 0 | 0 | ||
Ending balance | 2,039,069 | 1,921,383 | 2,039,069 | 1,921,383 |
Total Members’ Capital | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance | 696,718 | 639,116 | 678,054 | 618,131 |
Net income | 4,756 | 6,603 | 21,804 | 25,638 |
Share-based compensation expense | 993 | 917 | 2,809 | 2,610 |
Reacquisition of share-based compensation awards for tax-withholding purposes | (823) | (202) | ||
Other comprehensive income—net of tax | 8 | 25 | 21 | 76 |
Adjustment to liability recognized under tax receivable agreement - net of tax | (103) | (140) | ||
Adjustment of noncontrolling interest in the Operating Company | 713 | 548 | ||
Ending balance | 702,475 | 646,661 | 702,475 | 646,661 |
Contributed Capital | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance | 593,211 | 589,634 | 591,606 | 587,733 |
Share-based compensation expense | 993 | 917 | 2,809 | 2,610 |
Reacquisition of share-based compensation awards for tax-withholding purposes | (823) | (202) | ||
Adjustment to liability recognized under tax receivable agreement - net of tax | (103) | (140) | ||
Adjustment of noncontrolling interest in the Operating Company | 715 | 550 | ||
Ending balance | 594,204 | 590,551 | 594,204 | 590,551 |
Retained Earnings | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance | 105,828 | 52,421 | 88,780 | 33,386 |
Net income | 4,756 | 6,603 | 21,804 | 25,638 |
Ending balance | 110,584 | 59,024 | 110,584 | 59,024 |
Accumulated Other Comprehensive Loss | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance | (2,321) | (2,939) | (2,332) | (2,988) |
Other comprehensive income—net of tax | 8 | 25 | 21 | 76 |
Adjustment of noncontrolling interest in the Operating Company | (2) | (2) | ||
Ending balance | (2,313) | (2,914) | (2,313) | (2,914) |
Noncontrolling Interests | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance | 1,330,609 | 1,269,210 | 1,304,050 | 1,249,916 |
Net income | 7,579 | 7,555 | 34,841 | 29,341 |
Other comprehensive income—net of tax | 5 | 16 | 15 | 46 |
Tax distributions to noncontrolling interests | (1,599) | (2,059) | (1,599) | (4,033) |
Adjustment of noncontrolling interest in the Operating Company | (713) | (548) | ||
Ending balance | $ 1,336,594 | $ 1,274,722 | $ 1,336,594 | $ 1,274,722 |
Class A Common Shares | Common Stock | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning Balance (in shares) | 69,358,504 | 69,199,938 | 69,199,938 | 69,068,354 |
Reacquisition of share-based compensation awards for tax-withholding purposes (in shares) | (282,883) | (83,660) | ||
Issuance of share-based compensation awards, (in shares) | 158,940 | |||
Issuance of share-based compensation awards, net of forfeitures (in shares) | 215,244 | |||
Settlement of restricted share units for Class A common shares (in shares) | 282,509 | |||
Ending Balance (in shares) | 69,358,504 | 69,199,938 | 69,358,504 | 69,199,938 |
Class B Common Shares | Common Stock | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning Balance (in shares) | 79,233,544 | 79,233,544 | 79,233,544 | 79,233,544 |
Ending Balance (in shares) | 79,233,544 | 79,233,544 | 79,233,544 | 79,233,544 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Capital (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2024 | Sep. 30, 2023 | |
Statement of Stockholders' Equity [Abstract] | ||
Other comprehensive income, tax | $ 5 | $ 0 |
Tax related to adjustments to liability recognized under tax receivable agreement | $ 40 | $ 0 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2024 | Sep. 30, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
NET INCOME | $ 56,645 | $ 54,979 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||
Equity in earnings from unconsolidated entities | (45,071) | (52,554) |
Return on investment from Great Park Venture | 45,218 | 52,736 |
Deferred income taxes | 7,350 | 0 |
Depreciation and amortization | 16,088 | 13,077 |
Share-based compensation | 2,809 | 2,610 |
Changes in operating assets and liabilities: | ||
Inventories | (123,540) | (12,245) |
Related party assets | (39,717) | 4,244 |
Other assets | (579) | 3,581 |
Accounts payable and other liabilities | 18,641 | 5,893 |
Related party liabilities | (5,456) | (7,257) |
Net cash (used in) provided by operating activities | (67,612) | 65,064 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of properties and equipment | (681) | 0 |
Net cash provided by investing activities | 41,208 | 29,946 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payment of financing costs | (454) | 0 |
Related party reimbursement obligation | 0 | (4,282) |
Reacquisition of share-based compensation awards for tax-withholding purposes | (823) | (202) |
Repayments of notes payable | (100,000) | 0 |
Tax distributions to noncontrolling interests | (1,599) | (4,033) |
Net cash used in financing activities | (102,876) | (8,517) |
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (129,280) | 86,493 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period | 354,793 | 132,763 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period | 225,513 | 219,256 |
Great Park Venture | ||
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||
Equity in earnings from unconsolidated entities | (45,218) | (53,072) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Return of investment | 40,999 | 29,028 |
Valencia Landbank Venture | ||
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||
Equity in earnings from unconsolidated entities | (500) | (500) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Return of investment | $ 890 | $ 918 |
Business and Organization
Business and Organization | 9 Months Ended |
Sep. 30, 2024 | |
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. As disclosed in an Amendment No. 1 to Schedule 13D filed on October 10, 2024, affiliates of Castlelake have entered into a share purchase agreement (the “Share Purchase Agreement”) with GFFP Holdings, LLC ("GFFP"), pursuant to which Castlelake has agreed to sell its Class A and Class B common shares, as well as its equity interests in the Operating Company and the San Francisco Venture to GFFP. The sale is expected to close once the conditions to closing set forth in the Share Purchase Agreement are satisfied. The diagram below presents a simplified depiction of the Company’s organizational structure as of September 30, 2024: (1) A wholly owned subsidiary of the Holding Company serves as the sole managing general partner of the Operating Company. As of September 30, 2024, the Company owned approximately 62.6% 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 October 11, 2024 ($4.01), the equity market capitalization of the Company was approximately $595.9 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”), previously consisted of 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, all of which had been distributed as of September 30, 2024 (See Note 4), as a result of which, the Legacy Interests are no longer deemed to be outstanding. 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 | 9 Months Ended |
Sep. 30, 2024 | |
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, 2023. 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 and nine months ended September 30, 2024 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. Miscellaneous other income (expense) —Miscellaneous other income (expense) consisted of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Net periodic pension benefit (cost) $ 24 $ (21) $ 71 $ (62) Other (1) — 1,095 (5,928) 1,095 Total miscellaneous other income (expense) $ 24 $ 1,074 $ (5,857) $ 1,033 (1) In January 2024, the Company settled an exchange offer on its $625.0 million 7.875% Senior Notes (see Note 9). For the nine months ended September 30, 2024, the Company incurred $5.9 million in third party costs related to the debt modification, which is included in other in the table above. Recently issued accounting pronouncements —In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which primarily requires expanded disclosure of significant segment expenses and other segment items on an annual and interim basis. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The standard will be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the effect of this update on the Company’s financial statement disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which primarily requires expanded disclosures for income taxes paid and the effective tax rate reconciliation. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retrospective basis. The Company is currently evaluating the effect of this update on the Company’s financial statement disclosures. |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2024 | |
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 September 30, 2024 Nine Months Ended September 30, 2024 Valencia San Francisco Great Park (1) Commercial (1) Total Valencia San Francisco Great Park (1) Commercial (1) Total Land sales and land sales—related party $ 372 $ — $ — $ — $ 372 $ 1,214 $ — $ — $ — $ 1,214 Management services—related party — — 15,915 115 16,030 — — 74,679 356 75,035 Operating properties 128 — — — 128 371 — — — 371 500 — 15,915 115 16,530 1,585 — 74,679 356 76,620 Operating properties leasing revenues 312 171 — — 483 1,013 507 — — 1,520 $ 812 $ 171 $ 15,915 $ 115 $ 17,013 $ 2,598 $ 507 $ 74,679 $ 356 $ 78,140 Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 Valencia San Francisco Great Park (1) Commercial (1) Total Valencia San Francisco Great Park (1) Commercial (1) Total Land sales and land sales—related party $ 60,694 $ — $ — $ — $ 60,694 $ 61,280 $ — $ — $ — $ 61,280 Management services—related party — — 4,392 110 4,502 — — 29,191 321 29,512 Operating properties 250 — — — 250 749 — — — 749 60,944 — 4,392 110 65,446 62,029 — 29,191 321 91,541 Operating properties leasing revenues 312 165 — — 477 943 489 — — 1,432 $ 61,256 $ 165 $ 4,392 $ 110 $ 65,923 $ 62,972 $ 489 $ 29,191 $ 321 $ 92,973 (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 opening and closing balances of the Company’s contract assets for the nine months ended September 30, 2024 were $72.1 million ($69.1 million related party, see Note 8) and $110.0 million ($108.8 million related party, see Note 8), respectively. The net increase of $37.9 million for the nine months ended September 30, 2024 between the opening and closing balances of the Company’s contract assets primarily resulted from additional incentive compensation revenue recognized during the period that resulted from changes in the estimated constrained transaction price of the Company’s amended and restated development management agreement (“A&R DMA”) with the Great Park Venture (see Note 8) partially offset by the receipt of marketing fees from homebuilders from prior period land sales and the receipt of $25.1 million in incentive compensation payments from the Great Park Venture. The opening and closing balances of the Company’s contract assets for the nine months ended September 30, 2023 were $86.5 million ($79.9 million related party, see Note 8) and $79.7 million ($75.6 million related party, see Note 8), respectively. The decrease of $6.8 million for the nine months ended September 30, 2023 between the opening and closing balances of the Company’s contract assets primarily resulted from the receipt of marketing fees from homebuilders from prior period land sales and the receipt of $24.6 million in incentive compensation payments from the Great Park Venture partially offset by additional incentive compensation revenue earned during the period from the Company’s A&R DMA with the Great Park Venture (see Note 8). The opening and closing balances of the Company’s other receivables from contracts with customers and contract liabilities for the nine months ended September 30, 2024 and 2023 were insignificant. |
Investment In Unconsolidated En
Investment In Unconsolidated Entities | 9 Months Ended |
Sep. 30, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Entities | INVESTMENT IN UNCONSOLIDATED ENTITIES Great Park Venture The Great Park Venture previously had two classes of membership interests—“Percentage Interests” and “Legacy Interests.” The Operating Company owned 37.5% of the Great Park Venture’s Percentage Interests as of September 30, 2024. Legacy Interest holders were entitled to receive priority distributions in an aggregate amount equal to $476.0 million, which were satisfied as of December 31, 2021, and up to an additional $89.0 million from participation in subsequent distributions. During the nine months ended September 30, 2024, the Great Park Venture made aggregate distributions of $18.1 million to holders of Legacy Interests and $229.9 million to holders of Percentage Interests. The Company received $86.2 million for its 37.5% Percentage Interest. With the distributions to the holders of Legacy Interests during the nine months ended September 30, 2024, the Great Park Venture fully satisfied the $89.0 million maximum participating Legacy Interest distribution rights, as a result of which, the Legacy Interests are no longer deemed to be outstanding. 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, as amended, 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 of accounting. 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 nine months ended September 30, 2024, the Great Park Venture recognized $19.8 million in land sale revenues to related parties of the Company and $273.7 million in land sale revenues to third parties. During the nine months ended September 30, 2023, the Great Park Venture recognized $9.4 million in land sale revenues to related parties of the Company and $363.1 million in land sale revenues to third parties, of which $357.8 million relates to homesites sold to an unaffiliated land banking entity whereby a related party of the Company retained the option to acquire these homesites in the future from the land bank entity. The following table summarizes the statements of operations of the Great Park Venture for the nine months ended September 30, 2024 and 2023 (in thousands): Nine Months Ended September 30, 2024 2023 Land sale and related party land sale revenues $ 293,593 $ 372,472 Cost of land sales (67,062) (165,749) Other costs and expenses (95,068) (37,204) Net income of Great Park Venture $ 131,463 $ 169,519 The Company’s share of net income $ 49,299 $ 63,570 Basis difference amortization, net (4,081) (10,498) Equity in earnings from Great Park Venture $ 45,218 $ 53,072 The following table summarizes the balance sheet data of the Great Park Venture and the Company’s investment balance as of September 30, 2024 and December 31, 2023 (in thousands): September 30, 2024 December 31, 2023 Inventories $ 318,182 $ 391,352 Cash and cash equivalents 58,120 61,054 Contract assets, receivables and other assets, net 215,327 166,793 Total assets $ 591,629 $ 619,199 Accounts payable and other liabilities $ 273,801 $ 184,847 Redeemable Legacy Interests — 18,075 Capital (Percentage Interest) 317,828 416,277 Total liabilities and capital $ 591,629 $ 619,199 The Company’s share of capital in Great Park Venture $ 119,187 $ 156,105 Unamortized basis difference 53,600 57,681 The Company’s investment in the Great Park Venture $ 172,787 $ 213,786 Gateway Commercial Venture The Company owned a 75% interest in the Gateway Commercial Venture as of September 30, 2024. 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 nine months ended September 30, 2024 and 2023, the Gateway Commercial Venture recognized $7.0 million and $6.3 million, respectively, in rental revenues from those leasing arrangements. The following table summarizes the statements of operations of the Gateway Commercial Venture for the nine months ended September 30, 2024 and 2023 (in thousands): Nine Months Ended September 30, 2024 2023 Rental revenues $ 7,002 $ 6,329 Rental operating and other expenses (2,735) (2,875) Depreciation and amortization (3,011) (2,982) Interest expense (2,078) (1,829) Net loss of Gateway Commercial Venture $ (822) $ (1,357) Equity in loss from Gateway Commercial Venture $ (617) $ (1,018) The following table summarizes the balance sheet data of the Gateway Commercial Venture and the Company’s investment balance as of September 30, 2024 and December 31, 2023 (in thousands): September 30, 2024 December 31, 2023 Real estate and related intangible assets, net $ 73,707 $ 76,719 Cash and restricted cash 7,349 5,574 Other assets 3,347 3,554 Total assets $ 84,403 $ 85,847 Notes payable, net $ 28,693 $ 28,850 Other liabilities 6,158 6,623 Members’ capital 49,552 50,374 Total liabilities and capital $ 84,403 $ 85,847 The Company’s investment in the Gateway Commercial Venture $ 37,164 $ 37,781 In August 2023, the Gateway Commercial Venture refinanced its mortgage note, extending the maturity date to August 2025. As a condition of the refinancing, the Company is subject to certain guaranties of the Gateway Commercial Venture’s mortgage note, including an interest and carry guaranty along with a springing guaranty of 50% of the outstanding balance in the event the Gateway Commercial Venture’s leases with either the Company or the affiliate of Lennar are no longer in effect and the Gateway Commercial Venture is unable to meet certain financial covenants. Valencia Landbank Venture As of September 30, 2024, 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 September 30, 2024 and December 31, 2023, the Company’s investment in the Valencia Landbank Venture was $0.8 million and $1.2 million, respectively, and the Company recognized $0.5 million and $0.5 million in equity in earnings for the nine months ended September 30, 2024 and 2023, respectively. |
Noncontrolling Interests
Noncontrolling Interests | 9 Months Ended |
Sep. 30, 2024 | |
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 September 30, 2024, the Holding Company and its wholly owned subsidiary owned approximately 62.6% 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 37.4% of the outstanding Class A Common Units of the Operating Company that are owned separately by affiliates of Lennar, affiliates of Castlelake (see Note 1) 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 nine months ended September 30, 2024 and 2023, 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 and nine months ended September 30, 2024 and 2023, were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Management Partner $ 221 $ 2,059 $ 221 $ 4,033 Other partners (excluding the Holding Company) 1,378 — 1,378 — Total tax distributions $ 1,599 $ 2,059 $ 1,599 $ 4,033 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 (see Note 1). 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 |
Consolidated Variable Interest
Consolidated Variable Interest Entity | 9 Months Ended |
Sep. 30, 2024 | |
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 September 30, 2024, the San Francisco Venture had total combined assets of $1.41 billion, primarily comprised of $1.40 billion of inventories and $0.9 million in related party assets, and total combined liabilities of $68.9 million, including $61.4 million in related party liabilities. As of December 31, 2023, the San Francisco Venture had total combined assets of $1.36 billion, primarily comprised of $1.36 billion of inventories and $0.9 million in related party assets, and total combined liabilities of $61.9 million, including $59.4 million in related party liabilities. Those assets are owned by, and those liabilities are obligations of, the San Francisco Venture, not the Company. The San Francisco Venture’s operating subsidiaries are not guarantors of the Company’s obligations, and the assets held by the San Francisco Venture’s operating subsidiaries may only be used as collateral for the obligations of the operating subsidiaries. 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 September 30, 2024, FP LP and FPL had combined assets of $1.1 billion, primarily comprised of $935.8 million of inventories, $11.5 million of intangibles and $108.8 million in related party assets, and total combined liabilities of $61.2 million, including $60.3 million in accounts payable and other liabilities and $0.8 million in related party liabilities. As of December 31, 2023, FP LP and FPL had combined assets of $1.0 billion, primarily comprised of $855.6 million of inventories, $25.3 million of intangibles and $69.1 million in related party assets, and total combined liabilities of $60.0 million, including $57.3 million in accounts payable and other liabilities and $2.7 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 nine months ended September 30, 2024 and 2023, there were no VIEs that were deconsolidated. |
Intangible Asset, Net - Related
Intangible Asset, Net - Related Party | 9 Months Ended |
Sep. 30, 2024 | |
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 September 30, 2024 and December 31, 2023 were as follows (in thousands): September 30, 2024 December 31, 2023 Gross carrying amount $ 129,705 $ 129,705 Accumulated amortization (118,170) (104,435) Net book value $ 11,535 $ 25,270 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2024 | |
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 September 30, 2024 and December 31, 2023 consisted of the following (in thousands): September 30, 2024 December 31, 2023 Related Party Assets: Contract assets (see Note 3) $ 108,785 $ 69,068 Operating lease right-of-use asset (corporate office lease at Five Point Gateway Campus) 12,182 14,040 Other 862 862 $ 121,829 $ 83,970 Related Party Liabilities: Reimbursement obligation $ 61,387 $ 59,378 Payable to holders of Management Company’s Class B interests — 1,828 Operating lease liability (corporate office lease at Five Point Gateway Campus) 9,687 10,974 Accrued advisory fees 375 4,725 Other 1,169 1,169 $ 72,618 $ 78,074 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 compensation structure in place consists of a base fee and incentive compensation. Incentive compensation is 9% of distributions available to be made by the Great Park Venture to its Legacy and Percentage Interest Holders. In December 2022, the Company and the Great Park Venture entered into a second amendment to the A&R DMA establishing the terms of service through December 31, 2024 (the “First Renewal Term”). In September 2024, the Company and the Great Park Venture entered into a third amendment to the A&R DMA. Under the third amendment, the term of the A&R DMA has been renewed through December 31, 2026 (the “Second Renewal Term”). The compensation payable to the Company during the Second Renewal Term includes a $13.5 million annual fixed base fee beginning in 2025, which reflects an increase from the current $12.0 million annual fixed base fee under the First Renewal Term, and incentive compensation payments. The incentive compensation provisions of the A&R DMA were not changed pursuant to the third amendment. If the A&R DMA is not extended by mutual agreement of the parties beyond December 31, 2026 and the Company is no longer providing management services subsequent to December 31, 2026, the Company will be entitled to 6.75% of distributions paid thereafter. During the nine months ended September 30, 2024, the Great Park Venture made Legacy Incentive Compensation payments to the Company of $1.8 million and Non-Legacy Incentive Compensation payments of $23.2 million. Upon receiving the Legacy Incentive Compensation payments, the Company distributed the $1.8 million in proceeds to the holders of the Management Company’s Class B interests. As of September 30, 2024, the holders of the Management Company’s Class B interests had no further distribution rights. At September 30, 2024 and December 31, 2023, included in contract assets in the table above is $106.7 million and $66.1 million, respectively, attributed to 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 $15.9 million and $74.7 million for the three and nine months ended September 30, 2024, respectively, and $4.4 million and $29.2 million for the three and nine months ended September 30, 2023, respectively. |
Notes Payable, Net
Notes Payable, Net | 9 Months Ended |
Sep. 30, 2024 | |
Debt Disclosure [Abstract] | |
Notes Payable, Net | NOTES PAYABLE, NET At September 30, 2024 and December 31, 2023, notes payable, net consisted of the following (in thousands): September 30, 2024 December 31, 2023 10.500% initial rate New Senior Notes due 2028 $ 523,494 $ — 7.875% Senior Notes due 2025 1,500 625,000 Unamortized premium 1,889 — Unamortized debt issuance costs (1,974) (2,814) $ 524,909 $ 622,186 Senior Notes The Operating Company and Five Point Capital Corp., a directly wholly owned subsidiary of the Operating Company (the “Co-Issuer” and, together with the Operating Company, the “Issuers”), previously offered, sold and issued $625.0 million aggregate principal amount of 7.875% unsecured senior notes due November 15, 2025 (the “Senior Notes”). The Senior Notes are guaranteed, jointly and severally, by certain direct and indirect subsidiaries of the Operating Company and are redeemable at the option of the Issuers, in whole or in part, at par, plus accrued and unpaid interest. On January 16, 2024, the Issuers settled an exchange offer to exchange any and all of the Senior Notes for new 10.500% initial rate senior notes due January 15, 2028 (the “New Senior Notes”). Pursuant to the exchange offer, the Issuers exchanged $623.5 million aggregate principal amount of Senior Notes, which represented 99.76% of the existing Senior Notes outstanding immediately prior to the exchange offer, for $523.5 million aggregate principal amount of New Senior Notes and $100.0 million of aggregate cash consideration, plus accrued interest. The New Senior Notes accrue interest at a rate of 10.500% per annum from and including January 16, 2024 to, but not including, November 15, 2025, 11.000% per annum from and including November 15, 2025 to, but not including, November 15, 2026, and 12.000% per annum from and including November 15, 2026 to, but not including, January 15, 2028. Interest on the New Senior Notes is payable semi-annually on each May 15 and November 15, commencing May 15, 2024. The exchange was accounted for as a debt modification under ASC 470-50 as the terms of the New Senior Notes were not substantially different from the terms of the Senior Notes. Under debt modification accounting, third party costs are expensed as incurred. During the nine months ended September 30, 2024, the Company expensed $5.9 million in third party transaction and advisory costs incurred in connection with the exchange. Debt issuance costs and premium are amortized over the term of the New Senior Notes using the effective interest method. The New Senior Notes are guaranteed, jointly and severally, by certain direct and indirect subsidiaries of the Operating Company and are redeemable at the option of the Issuers, in whole or in part, at a declining call premium as set forth in the indenture governing the New Senior Notes, plus accrued and unpaid interest. Revolving Credit Facility The Operating Company has a $125.0 million unsecured revolving credit facility, with $100.0 million of the commitments under the revolving credit facility maturing in July 2027 and the remaining $25.0 million commitment maturing in April 2026. Any borrowings under the revolving credit agreement will bear interest at CME Term Secured Overnight Financing Rate |
Tax Receivable Agreement
Tax Receivable Agreement | 9 Months Ended |
Sep. 30, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Tax Receivable Agreement | TAX RECEIVABLE AGREEMENT |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2024 | |
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 September 30, 2024 December 31, 2023 Operating lease right-of-use assets ($12,182 and $14,040 related party, respectively) $ 13,918 $ 16,002 Operating lease liabilities ($9,687 and $10,974 related party, respectively) $ 11,502 $ 12,755 In addition to operating lease payment guarantees, the Holding Company had other contractual payment guarantees as of September 30, 2024 totaling $6.6 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 of the Company’s development obligations. The Company had outstanding performance bonds of $367.0 million and $306.9 million as of September 30, 2024 and December 31, 2023, 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 September 30, 2024 and December 31, 2023, the San Francisco Venture had outstanding guarantees benefiting the San Francisco Agency for infrastructure and construction of certain park and open space obligations with aggregate maximum obligations of $198.3 million. Letters of Credit At each of September 30, 2024 and December 31, 2023, the Company had outstanding letters of credit totaling $1.0 million. These letters of credit were issued to secure various development and financial obligations. At each of September 30, 2024 and December 31, 2023, 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. The Company believes that it has meritorious defenses to the allegations in the Bayview Action and may have insurance and indemnification rights against third parties with respect to the claims. 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 | 9 Months Ended |
Sep. 30, 2024 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | SUPPLEMENTAL CASH FLOW INFORMATION Supplemental cash flow information for the nine months ended September 30, 2024 and 2023 was as follows (in thousands): Nine Months Ended September 30, 2024 2023 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest, all of which was capitalized to inventories $ 26,549 $ 26,668 Cash paid for income taxes, net $ 2,505 $ — Noncash lease expense $ 2,087 $ 3,086 NONCASH INVESTING AND FINANCING ACTIVITIES: Adjustment to operating lease right-of-use assets from lease modification $ — $ (773) Adjustment to liability recognized under TRA $ 143 $ 140 Senior Notes due 2025 exchanged for New Senior Notes due 2028 (see Note 9) $ 523,500 $ — Noncash lease expense is included within the depreciation and amortization adjustment to net income on the Company’s condensed consolidated statements of cash flows. 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 nine months ended September 30, 2024 and 2023 (in thousands): September 30, 2024 September 30, 2023 Cash and cash equivalents $ 224,521 $ 218,264 Restricted cash and certificates of deposit 992 992 Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows $ 225,513 $ 219,256 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 | 9 Months Ended |
Sep. 30, 2024 | |
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 September 30, 2024, 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 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 September 30, 2024, 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) Revenues Profit (Loss) Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 2024 2023 2024 2023 Valencia $ 812 $ 61,256 $ (2,591) $ 19,614 $ 2,598 $ 62,972 $ (9,076) $ 12,637 San Francisco 171 165 (1,042) (862) 507 489 (3,103) (2,777) Great Park 77,427 7,668 45,061 640 368,272 401,663 186,675 184,291 Commercial 2,344 2,264 (301) (358) 7,358 6,650 (466) (1,036) Total reportable segments 80,754 71,353 41,127 19,034 378,735 471,774 174,030 193,115 Reconciling items: Removal of results of unconsolidated entities— Great Park Venture (1) (61,512) (3,276) (33,402) 1,381 (293,593) (372,472) (131,463) (169,519) Gateway Commercial Venture (1) (2,229) (2,154) 416 468 (7,002) (6,329) 822 1,357 Add equity in earnings (losses) from unconsolidated entities— Great Park Venture — — 12,088 (412) — — 45,218 53,072 Gateway Commercial Venture — — (312) (351) — — (617) (1,018) Corporate and unallocated (2) — — (7,582) (5,962) — — (31,345) (22,028) Total consolidated balances $ 17,013 $ 65,923 $ 12,335 $ 14,158 $ 78,140 $ 92,973 $ 56,645 $ 54,979 (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, current and deferred tax provision and Senior Notes exchange costs. Segment assets and reconciliations to the Company’s consolidated balances are as follows (in thousands): September 30, 2024 December 31, 2023 Valencia $ 974,003 $ 895,983 San Francisco 1,406,992 1,360,036 Great Park 709,974 710,665 Commercial 84,403 85,847 Total reportable segments 3,175,372 3,052,531 Reconciling items: Removal of unconsolidated balances of Great Park Venture (1) (591,629) (619,199) Removal of unconsolidated balances of Gateway Commercial Venture (1) (84,403) (85,847) Other eliminations (2) (127) (174) Add investment balance in Great Park Venture 172,787 213,786 Add investment balance in Gateway Commercial Venture 37,164 37,781 Corporate and unallocated (3) 240,300 370,410 Total consolidated balances $ 2,949,464 $ 2,969,288 (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 | 9 Months Ended |
Sep. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | SHARE-BASED COMPENSATION The following table summarizes share-based equity compensation activity for the nine months ended September 30, 2024: Share-Based Awards Weighted-Average Grant Nonvested at January 1, 2024 4,409 $ 2.13 Granted 2,873 $ 2.58 Forfeited — $ — Vested (840) $ 4.65 Nonvested at September 30, 2024 6,442 $ 2.00 Share-based compensation expense was $1.0 million and $2.8 million for the three and nine months ended September 30, 2024, respectively, and $0.9 million and $2.6 million for the three and nine months ended September 30, 2023, respectively. Share-based compensation expense is included in selling, general, and administrative expenses on the accompanying condensed consolidated statements of operations. The estimated fair value at vesting of share-based awards that vested during the nine months ended September 30, 2024 was $2.5 million. During the nine months ended September 30, 2024 and 2023, the Company reacquired vested restricted Class A common shares for $0.8 million and $0.2 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 | 9 Months Ended |
Sep. 30, 2024 | |
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) cost for the three and nine months ended September 30, 2024 and 2023, are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Net periodic (benefit) cost: Interest cost $ 191 $ 202 $ 575 $ 606 Expected return on plan assets (229) (222) (687) (666) Amortization of net actuarial loss 14 41 41 122 Net periodic (benefit) cost $ (24) $ 21 $ (71) $ 62 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2024 | |
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. During the three months ended September 30, 2024, the Company recorded a $1.9 million provision for income taxes on pre-tax income of $14.2 million. In the three months ended September 30, 2023, other than a small income tax provision attributed to one of the Company’s consolidated subsidiary corporations, the Company recorded no provision or benefit for income taxes (after application of a decrease in the Company’s valuation allowance) on pre-tax income of $14.2 million. During the nine months ended September 30, 2024, the Company recorded a $8.7 million provision for income taxes on pre-tax income of $65.4 million. In the nine months ended September 30, 2023, other than a small income tax provision attributed to one of the Company’s consolidated subsidiary corporations, the Company recorded no provision or benefit for income taxes (after application of a decrease in the Company’s valuation allowance) on pre-tax income of $55.0 million. The effective tax rate for the nine months ended September 30, 2024 was higher than in the nine months ended September 30, 2023 primarily due to the Company’s valuation allowance, which was released during the year ended December 31, 2023. The effective tax rates for both the nine months ended September 30, 2024 and 2023 differ from the 21% federal statutory rate and applicable state statutory rates primarily due to the 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 | 9 Months Ended |
Sep. 30, 2024 | |
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 September 30, 2024 and December 31, 2023. 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 September 30, 2024, the estimated fair value of notes payable, net was $538.2 million, compared to a carrying value of $524.9 million. At December 31, 2023, the estimated fair value of notes payable, net was $622.7 million, compared to a carrying value of $622.2 million. During the three and nine months ended September 30, 2024 and 2023, the Company had no assets that were measured at fair value on a nonrecurring basis. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2024 | |
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 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 and nine months ended September 30, 2024 or 2023. 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 restricted stock units (“RSUs”), restricted shares, and performance restricted units and 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 earnings per share calculations for the three and nine months ended September 30, 2024 and 2023 (in thousands, except shares and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Numerator: Net income attributable to the Company $ 4,756 $ 6,603 $ 21,804 $ 25,638 Adjustments to net income attributable to the Company — — (7) (13) Net income attributable to common shareholders $ 4,756 $ 6,603 $ 21,797 $ 25,625 Numerator—basic common shares: Net income attributable to common shareholders $ 4,756 $ 6,603 $ 21,797 $ 25,625 Less: net income allocated to participating securities 5 32 31 131 Allocation of basic net income among common shareholders $ 4,751 $ 6,571 $ 21,766 $ 25,494 Numerator for basic net income available to Class A common shareholders $ 4,749 $ 6,569 $ 21,759 $ 25,485 Numerator for basic net income available to Class B common shareholders $ 2 $ 2 $ 7 $ 9 Numerator—diluted common shares: Net income attributable to common shareholders $ 4,756 $ 6,603 $ 21,797 $ 25,625 Reallocation of income from dilutive potential securities 5,109 7,226 23,480 28,135 Less: net income allocated to participating securities 5 32 30 131 Allocation of diluted net income among common shareholders $ 9,860 $ 13,797 $ 45,247 $ 53,629 Numerator for diluted net income available to Class A common shareholders $ 9,858 $ 13,795 $ 45,240 $ 53,620 Numerator for diluted net income available to Class B common shareholders $ 2 $ 2 $ 7 $ 9 Denominator: Basic weighted average Class A common shares outstanding 69,279,028 68,865,783 69,192,620 68,794,915 Diluted weighted average Class A common shares outstanding 146,565,417 145,312,266 146,394,307 145,064,113 Basic and diluted weighted average Class B common shares outstanding 79,233,544 79,233,544 79,233,544 79,233,544 Basic earnings per share: Class A common shares $ 0.07 $ 0.10 $ 0.31 $ 0.37 Class B common shares $ 0.00 $ 0.00 $ 0.00 $ 0.00 Diluted earnings per share: Class A common shares $ 0.07 $ 0.09 $ 0.31 $ 0.37 Class B common shares $ 0.00 $ 0.00 $ 0.00 $ 0.00 Anti-dilutive potential RSUs — — — — Anti-dilutive potential Performance RSUs 4,107,889 3,123,408 4,107,889 3,123,408 Anti-dilutive potential Restricted Shares (weighted average) — — — — Anti-dilutive potential Class A common shares from exchanges (weighted average) 3,137,134 3,137,134 3,137,134 3,137,134 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2024 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | ACCUMULATED OTHER COMPREHENSIVE LOSS |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2024 | |
Accounting Policies [Abstract] | |
Principles of consolidation | Principles of 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, 2023. 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 and nine months ended September 30, 2024 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. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements —In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which primarily requires expanded disclosure of significant segment expenses and other segment items on an annual and interim basis. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The standard will be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the effect of this update on the Company’s financial statement disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which primarily requires expanded disclosures for income taxes paid and the effective tax rate reconciliation. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retrospective basis. The Company is currently evaluating the effect of this update on the Company’s financial statement disclosures. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Miscellaneous Other Income (Expense) | Miscellaneous other income (expense) —Miscellaneous other income (expense) consisted of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Net periodic pension benefit (cost) $ 24 $ (21) $ 71 $ (62) Other (1) — 1,095 (5,928) 1,095 Total miscellaneous other income (expense) $ 24 $ 1,074 $ (5,857) $ 1,033 (1) In January 2024, the Company settled an exchange offer on its $625.0 million 7.875% Senior Notes (see Note 9). For the nine months ended September 30, 2024, the Company incurred $5.9 million in third party costs related to the debt modification, which is included in other in the table above. |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
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 September 30, 2024 Nine Months Ended September 30, 2024 Valencia San Francisco Great Park (1) Commercial (1) Total Valencia San Francisco Great Park (1) Commercial (1) Total Land sales and land sales—related party $ 372 $ — $ — $ — $ 372 $ 1,214 $ — $ — $ — $ 1,214 Management services—related party — — 15,915 115 16,030 — — 74,679 356 75,035 Operating properties 128 — — — 128 371 — — — 371 500 — 15,915 115 16,530 1,585 — 74,679 356 76,620 Operating properties leasing revenues 312 171 — — 483 1,013 507 — — 1,520 $ 812 $ 171 $ 15,915 $ 115 $ 17,013 $ 2,598 $ 507 $ 74,679 $ 356 $ 78,140 Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 Valencia San Francisco Great Park (1) Commercial (1) Total Valencia San Francisco Great Park (1) Commercial (1) Total Land sales and land sales—related party $ 60,694 $ — $ — $ — $ 60,694 $ 61,280 $ — $ — $ — $ 61,280 Management services—related party — — 4,392 110 4,502 — — 29,191 321 29,512 Operating properties 250 — — — 250 749 — — — 749 60,944 — 4,392 110 65,446 62,029 — 29,191 321 91,541 Operating properties leasing revenues 312 165 — — 477 943 489 — — 1,432 $ 61,256 $ 165 $ 4,392 $ 110 $ 65,923 $ 62,972 $ 489 $ 29,191 $ 321 $ 92,973 |
Investment In Unconsolidated _2
Investment In Unconsolidated Entities (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity Method Investments | The following table summarizes the statements of operations of the Great Park Venture for the nine months ended September 30, 2024 and 2023 (in thousands): Nine Months Ended September 30, 2024 2023 Land sale and related party land sale revenues $ 293,593 $ 372,472 Cost of land sales (67,062) (165,749) Other costs and expenses (95,068) (37,204) Net income of Great Park Venture $ 131,463 $ 169,519 The Company’s share of net income $ 49,299 $ 63,570 Basis difference amortization, net (4,081) (10,498) Equity in earnings from Great Park Venture $ 45,218 $ 53,072 The following table summarizes the balance sheet data of the Great Park Venture and the Company’s investment balance as of September 30, 2024 and December 31, 2023 (in thousands): September 30, 2024 December 31, 2023 Inventories $ 318,182 $ 391,352 Cash and cash equivalents 58,120 61,054 Contract assets, receivables and other assets, net 215,327 166,793 Total assets $ 591,629 $ 619,199 Accounts payable and other liabilities $ 273,801 $ 184,847 Redeemable Legacy Interests — 18,075 Capital (Percentage Interest) 317,828 416,277 Total liabilities and capital $ 591,629 $ 619,199 The Company’s share of capital in Great Park Venture $ 119,187 $ 156,105 Unamortized basis difference 53,600 57,681 The Company’s investment in the Great Park Venture $ 172,787 $ 213,786 The following table summarizes the statements of operations of the Gateway Commercial Venture for the nine months ended September 30, 2024 and 2023 (in thousands): Nine Months Ended September 30, 2024 2023 Rental revenues $ 7,002 $ 6,329 Rental operating and other expenses (2,735) (2,875) Depreciation and amortization (3,011) (2,982) Interest expense (2,078) (1,829) Net loss of Gateway Commercial Venture $ (822) $ (1,357) Equity in loss from Gateway Commercial Venture $ (617) $ (1,018) The following table summarizes the balance sheet data of the Gateway Commercial Venture and the Company’s investment balance as of September 30, 2024 and December 31, 2023 (in thousands): September 30, 2024 December 31, 2023 Real estate and related intangible assets, net $ 73,707 $ 76,719 Cash and restricted cash 7,349 5,574 Other assets 3,347 3,554 Total assets $ 84,403 $ 85,847 Notes payable, net $ 28,693 $ 28,850 Other liabilities 6,158 6,623 Members’ capital 49,552 50,374 Total liabilities and capital $ 84,403 $ 85,847 The Company’s investment in the Gateway Commercial Venture $ 37,164 $ 37,781 |
Noncontrolling Interest (Tables
Noncontrolling Interest (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Noncontrolling Interest [Abstract] | |
Schedule of Tax Distributions | Tax distributions to the partners of the Operating Company for the three and nine months ended September 30, 2024 and 2023, were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Management Partner $ 221 $ 2,059 $ 221 $ 4,033 Other partners (excluding the Holding Company) 1,378 — 1,378 — Total tax distributions $ 1,599 $ 2,059 $ 1,599 $ 4,033 |
Intangible Asset, Net - Relat_2
Intangible Asset, Net - Related Party (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The carrying amount and accumulated amortization of the intangible asset as of September 30, 2024 and December 31, 2023 were as follows (in thousands): September 30, 2024 December 31, 2023 Gross carrying amount $ 129,705 $ 129,705 Accumulated amortization (118,170) (104,435) Net book value $ 11,535 $ 25,270 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
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 September 30, 2024 and December 31, 2023 consisted of the following (in thousands): September 30, 2024 December 31, 2023 Related Party Assets: Contract assets (see Note 3) $ 108,785 $ 69,068 Operating lease right-of-use asset (corporate office lease at Five Point Gateway Campus) 12,182 14,040 Other 862 862 $ 121,829 $ 83,970 Related Party Liabilities: Reimbursement obligation $ 61,387 $ 59,378 Payable to holders of Management Company’s Class B interests — 1,828 Operating lease liability (corporate office lease at Five Point Gateway Campus) 9,687 10,974 Accrued advisory fees 375 4,725 Other 1,169 1,169 $ 72,618 $ 78,074 |
Notes Payable, Net (Tables)
Notes Payable, Net (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | At September 30, 2024 and December 31, 2023, notes payable, net consisted of the following (in thousands): September 30, 2024 December 31, 2023 10.500% initial rate New Senior Notes due 2028 $ 523,494 $ — 7.875% Senior Notes due 2025 1,500 625,000 Unamortized premium 1,889 — Unamortized debt issuance costs (1,974) (2,814) $ 524,909 $ 622,186 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Supplemental Balance Sheet Information | Operating lease right-of-use assets operating lease liabilities September 30, 2024 December 31, 2023 Operating lease right-of-use assets ($12,182 and $14,040 related party, respectively) $ 13,918 $ 16,002 Operating lease liabilities ($9,687 and $10,974 related party, respectively) $ 11,502 $ 12,755 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow and Other Information Related to Leases | Supplemental cash flow information for the nine months ended September 30, 2024 and 2023 was as follows (in thousands): Nine Months Ended September 30, 2024 2023 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest, all of which was capitalized to inventories $ 26,549 $ 26,668 Cash paid for income taxes, net $ 2,505 $ — Noncash lease expense $ 2,087 $ 3,086 NONCASH INVESTING AND FINANCING ACTIVITIES: Adjustment to operating lease right-of-use assets from lease modification $ — $ (773) Adjustment to liability recognized under TRA $ 143 $ 140 Senior Notes due 2025 exchanged for New Senior Notes due 2028 (see Note 9) $ 523,500 $ — |
Schedule of 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 nine months ended September 30, 2024 and 2023 (in thousands): September 30, 2024 September 30, 2023 Cash and cash equivalents $ 224,521 $ 218,264 Restricted cash and certificates of deposit 992 992 Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows $ 225,513 $ 219,256 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
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) Revenues Profit (Loss) Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 2024 2023 2024 2023 Valencia $ 812 $ 61,256 $ (2,591) $ 19,614 $ 2,598 $ 62,972 $ (9,076) $ 12,637 San Francisco 171 165 (1,042) (862) 507 489 (3,103) (2,777) Great Park 77,427 7,668 45,061 640 368,272 401,663 186,675 184,291 Commercial 2,344 2,264 (301) (358) 7,358 6,650 (466) (1,036) Total reportable segments 80,754 71,353 41,127 19,034 378,735 471,774 174,030 193,115 Reconciling items: Removal of results of unconsolidated entities— Great Park Venture (1) (61,512) (3,276) (33,402) 1,381 (293,593) (372,472) (131,463) (169,519) Gateway Commercial Venture (1) (2,229) (2,154) 416 468 (7,002) (6,329) 822 1,357 Add equity in earnings (losses) from unconsolidated entities— Great Park Venture — — 12,088 (412) — — 45,218 53,072 Gateway Commercial Venture — — (312) (351) — — (617) (1,018) Corporate and unallocated (2) — — (7,582) (5,962) — — (31,345) (22,028) Total consolidated balances $ 17,013 $ 65,923 $ 12,335 $ 14,158 $ 78,140 $ 92,973 $ 56,645 $ 54,979 (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, current and deferred tax provision and Senior Notes exchange costs. Segment assets and reconciliations to the Company’s consolidated balances are as follows (in thousands): September 30, 2024 December 31, 2023 Valencia $ 974,003 $ 895,983 San Francisco 1,406,992 1,360,036 Great Park 709,974 710,665 Commercial 84,403 85,847 Total reportable segments 3,175,372 3,052,531 Reconciling items: Removal of unconsolidated balances of Great Park Venture (1) (591,629) (619,199) Removal of unconsolidated balances of Gateway Commercial Venture (1) (84,403) (85,847) Other eliminations (2) (127) (174) Add investment balance in Great Park Venture 172,787 213,786 Add investment balance in Gateway Commercial Venture 37,164 37,781 Corporate and unallocated (3) 240,300 370,410 Total consolidated balances $ 2,949,464 $ 2,969,288 (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) | 9 Months Ended |
Sep. 30, 2024 | |
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 nine months ended September 30, 2024: Share-Based Awards Weighted-Average Grant Nonvested at January 1, 2024 4,409 $ 2.13 Granted 2,873 $ 2.58 Forfeited — $ — Vested (840) $ 4.65 Nonvested at September 30, 2024 6,442 $ 2.00 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Retirement Benefits [Abstract] | |
Schedule of Net Benefit Costs | The components of net periodic (benefit) cost for the three and nine months ended September 30, 2024 and 2023, are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Net periodic (benefit) cost: Interest cost $ 191 $ 202 $ 575 $ 606 Expected return on plan assets (229) (222) (687) (666) Amortization of net actuarial loss 14 41 41 122 Net periodic (benefit) cost $ (24) $ 21 $ (71) $ 62 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings Per Share | The following table summarizes the basic and diluted earnings per share calculations for the three and nine months ended September 30, 2024 and 2023 (in thousands, except shares and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Numerator: Net income attributable to the Company $ 4,756 $ 6,603 $ 21,804 $ 25,638 Adjustments to net income attributable to the Company — — (7) (13) Net income attributable to common shareholders $ 4,756 $ 6,603 $ 21,797 $ 25,625 Numerator—basic common shares: Net income attributable to common shareholders $ 4,756 $ 6,603 $ 21,797 $ 25,625 Less: net income allocated to participating securities 5 32 31 131 Allocation of basic net income among common shareholders $ 4,751 $ 6,571 $ 21,766 $ 25,494 Numerator for basic net income available to Class A common shareholders $ 4,749 $ 6,569 $ 21,759 $ 25,485 Numerator for basic net income available to Class B common shareholders $ 2 $ 2 $ 7 $ 9 Numerator—diluted common shares: Net income attributable to common shareholders $ 4,756 $ 6,603 $ 21,797 $ 25,625 Reallocation of income from dilutive potential securities 5,109 7,226 23,480 28,135 Less: net income allocated to participating securities 5 32 30 131 Allocation of diluted net income among common shareholders $ 9,860 $ 13,797 $ 45,247 $ 53,629 Numerator for diluted net income available to Class A common shareholders $ 9,858 $ 13,795 $ 45,240 $ 53,620 Numerator for diluted net income available to Class B common shareholders $ 2 $ 2 $ 7 $ 9 Denominator: Basic weighted average Class A common shares outstanding 69,279,028 68,865,783 69,192,620 68,794,915 Diluted weighted average Class A common shares outstanding 146,565,417 145,312,266 146,394,307 145,064,113 Basic and diluted weighted average Class B common shares outstanding 79,233,544 79,233,544 79,233,544 79,233,544 Basic earnings per share: Class A common shares $ 0.07 $ 0.10 $ 0.31 $ 0.37 Class B common shares $ 0.00 $ 0.00 $ 0.00 $ 0.00 Diluted earnings per share: Class A common shares $ 0.07 $ 0.09 $ 0.31 $ 0.37 Class B common shares $ 0.00 $ 0.00 $ 0.00 $ 0.00 Anti-dilutive potential RSUs — — — — Anti-dilutive potential Performance RSUs 4,107,889 3,123,408 4,107,889 3,123,408 Anti-dilutive potential Restricted Shares (weighted average) — — — — Anti-dilutive potential Class A common shares from exchanges (weighted average) 3,137,134 3,137,134 3,137,134 3,137,134 |
Business and Organization (Deta
Business and Organization (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | ||
Sep. 30, 2024 USD ($) vote member | Oct. 11, 2024 USD ($) $ / shares | Dec. 31, 2023 USD ($) | |
Class of Stock [Line Items] | |||
Number of votes per share | vote | 1 | ||
Right to exchange, conversion ratio | 1 | ||
Other | $ | $ 72,618 | $ 78,074 | |
Number of voting members | member | 3 | ||
Number of votes of management | vote | 5 | ||
Percentage of voting members required for approval | 75% | ||
Number of votes of company | vote | 2 | ||
Number of votes for each member | vote | 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 | $ 4.01 | ||
The San Francisco Venture | |||
Class of Stock [Line Items] | |||
Right to exchange, conversion ratio | 1 | ||
Five Point Office Venture Holdings I, LLC Acquisition | FPOVHI Member, LLC | |||
Class of Stock [Line Items] | |||
Percentage of equity ownership | 75% | ||
Related Party | |||
Class of Stock [Line Items] | |||
Other | $ | $ 72,618 | $ 78,074 | |
Equity Method Investee | Great Park | Contingent Payments Due from Related Parties | |||
Class of Stock [Line Items] | |||
Other | $ | $ 565,000 | ||
Five Point Operating Company, LLC | Related Party | The San Francisco Venture | |||
Class of Stock [Line Items] | |||
Right to exchange, conversion ratio | 1 | ||
Percentage of distributions entitled to receive | 99% | ||
Five Point Land, LLC | Subsidiary of Common Parent | |||
Class of Stock [Line Items] | |||
Subsidiary ownership (as percent) | 100% | ||
FPOVHI Member, LLC | Five Point Office Venture Holdings I, LLC Acquisition | |||
Class of Stock [Line Items] | |||
Percentage of equity ownership | 75% | ||
San Francisco Venture | Subsidiary of Common Parent | |||
Class of Stock [Line Items] | |||
Subsidiary ownership (as percent) | 100% | ||
Parent Company | Five Point Operating Company, LLC | Related Party | |||
Class of Stock [Line Items] | |||
Right to exchange, conversion ratio | 1 | ||
Parent Company | Five Point Operating Company, LLC | Related Party | Five Point Operating Company, LLC | |||
Class of Stock [Line Items] | |||
Ownership of class A common stock, percentage | 62.60% | ||
Parent Company | Five Point Operating Company, LLC | Related Party | Subsequent Event | |||
Class of Stock [Line Items] | |||
Market capitalization of company | $ | $ 595,900 | ||
Common Class B | |||
Class of Stock [Line Items] | |||
Conversion of common shares, ratio | 0.0003 |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||||
Net periodic pension benefit (cost) | $ 24 | $ (21) | $ 71 | $ (62) |
Other | 0 | 1,095 | (5,928) | 1,095 |
Total miscellaneous other income (expense) | 24 | $ 1,074 | (5,857) | $ 1,033 |
Debt modification costs | 5,900 | |||
7.875% Senior Notes due 2025 | Senior Notes | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Aggregate principal amount | $ 625,000 | $ 625,000 | ||
Interest rate on new notes (as percent) | 7.875% | 7.875% |
Revenues - Disaggregation of Re
Revenues - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue from customers | $ 16,530 | $ 65,446 | $ 76,620 | $ 91,541 |
Revenues | 17,013 | 65,923 | 78,140 | 92,973 |
Land sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from customers | 372 | 60,694 | 1,214 | 61,280 |
Management services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from customers | 16,030 | 4,502 | 75,035 | 29,512 |
Operating properties | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from customers | 128 | 250 | 371 | 749 |
Operating properties leasing revenues | 483 | 477 | 1,520 | 1,432 |
Valencia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from customers | 500 | 60,944 | 1,585 | 62,029 |
Revenues | 812 | 61,256 | 2,598 | 62,972 |
Valencia | Land sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from customers | 372 | 60,694 | 1,214 | 61,280 |
Valencia | Management services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from customers | 0 | 0 | 0 | 0 |
Valencia | Operating properties | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from customers | 128 | 250 | 371 | 749 |
Operating properties leasing revenues | 312 | 312 | 1,013 | 943 |
San Francisco | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from customers | 0 | 0 | 0 | 0 |
Revenues | 171 | 165 | 507 | 489 |
San Francisco | Land sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from customers | 0 | 0 | 0 | 0 |
San Francisco | Management services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from customers | 0 | 0 | 0 | 0 |
San Francisco | Operating properties | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from customers | 0 | 0 | 0 | 0 |
Operating properties leasing revenues | 171 | 165 | 507 | 489 |
Great Park | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from customers | 15,915 | 4,392 | 74,679 | 29,191 |
Revenues | 15,915 | 4,392 | 74,679 | 29,191 |
Great Park | Land sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from customers | 0 | 0 | 0 | 0 |
Great Park | Management services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from customers | 15,915 | 4,392 | 74,679 | 29,191 |
Great Park | Operating properties | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from customers | 0 | 0 | 0 | 0 |
Operating properties leasing revenues | 0 | 0 | 0 | 0 |
Commercial | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from customers | 115 | 110 | 356 | 321 |
Revenues | 115 | 110 | 356 | 321 |
Commercial | Land sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from customers | 0 | 0 | 0 | 0 |
Commercial | Management services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from customers | 115 | 110 | 356 | 321 |
Commercial | Operating properties | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from customers | 0 | 0 | 0 | 0 |
Operating properties leasing revenues | $ 0 | $ 0 | $ 0 | $ 0 |
Revenues - Additional Informati
Revenues - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2024 | Sep. 30, 2023 | |
Increase (Decrease) In Contract With Customer, Asset [Roll Forward] | ||
Contract assets, beginning balance | $ 72.1 | $ 86.5 |
Increase (decrease) in contract assets | 37.9 | (6.8) |
Contract assets, ending balance | 110 | 79.7 |
Related Party | ||
Increase (Decrease) In Contract With Customer, Asset [Roll Forward] | ||
Contract assets, beginning balance | 69.1 | 79.9 |
Contract assets, ending balance | 108.8 | 75.6 |
Related Party | Great Park Venture | ||
Increase (Decrease) In Contract With Customer, Asset [Roll Forward] | ||
Revenue from customers | $ 25.1 | $ 24.6 |
Investment In Unconsolidated _3
Investment In Unconsolidated Entities - Additional Information (Details) $ in Thousands, ft² in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2024 USD ($) ft² a building individual | Sep. 30, 2023 USD ($) | Sep. 30, 2024 USD ($) ft² a building individual | Sep. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||||
Revenue from customers | $ 16,530 | $ 65,446 | $ 76,620 | $ 91,541 | |
Number of buildings owned | building | 1 | 1 | |||
Area of land (in acres) | a | 50 | 50 | |||
Number of buildings on campus | building | 4 | 4 | |||
Revenues | $ 17,013 | 65,923 | $ 78,140 | 92,973 | |
The Company’s investment in the Great Park Venture | 210,763 | 210,763 | $ 252,816 | ||
Equity in earnings (losses) from unconsolidated entities | 11,987 | (622) | 45,071 | 52,554 | |
Land sales | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Revenue from customers | 372 | 60,694 | 1,214 | 61,280 | |
Land sales | Related Party | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Revenues | 0 | 0 | 0 | 595 | |
Land sales | Nonrelated Party | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Revenues | $ 372 | $ 60,694 | 1,214 | 60,685 | |
Great Park Venture | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Distribution to holders of Legacy Interests | 18,100 | ||||
Distributions to holders of Percentage Interests | 229,900 | ||||
Great Park Venture | Land sales | Related Party | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Revenue from customers | 19,800 | 9,400 | |||
Great Park Venture | Land sales | Nonrelated Party | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Revenue from customers | 273,700 | 363,100 | |||
Great Park Venture | Homesites Sold | Nonrelated Party | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Revenue from customers | 357,800 | ||||
Gateway Commercial Venture | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Revenue from customers | $ 7,002 | 6,329 | |||
Area of land (in acres) | a | 73 | 73 | |||
Number of buildings on campus | building | 4 | 4 | |||
Area of gateway campus | ft² | 1 | 1 | |||
Gateway Commercial Venture | Rental Revenue | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Revenues | $ 7,000 | 6,300 | |||
Great Park Venture | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Percentage of equity ownership | 37.50% | 37.50% | |||
Distributions entitled to be received | $ 476,000 | ||||
Potential additional distributions entitled to be received | 89,000 | ||||
Return of investment | 86,200 | ||||
The Company’s investment in the Great Park Venture | $ 172,787 | 172,787 | 213,786 | ||
Equity in earnings (losses) from unconsolidated entities | $ 45,218 | 53,072 | |||
Gateway Commercial Venture | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Percentage of equity ownership | 75% | 75% | |||
Springing guaranty, percent of outstanding note balance | 50% | 50% | |||
The Company’s investment in the Great Park Venture | $ 37,164 | $ 37,164 | 37,781 | ||
Equity in earnings (losses) from unconsolidated entities | $ (617) | (1,018) | |||
Gateway Commercial Venture | Five Point Office Venture Holdings I, LLC Acquisition | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Percentage of equity ownership | 75% | 75% | |||
Number of individuals entitled to be appointed to executive committee | individual | 2 | 2 | |||
Valencia Landbank Venture | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Percentage of equity ownership | 10% | 10% | |||
The Company’s investment in the Great Park Venture | $ 800 | $ 800 | $ 1,200 | ||
Equity in earnings (losses) from unconsolidated entities | $ 500 | $ 500 |
Investment In Unconsolidated _4
Investment In Unconsolidated Entities - Summarized Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Add equity in earnings (losses) from unconsolidated entities | ||||
Revenue from customers | $ 16,530 | $ 65,446 | $ 76,620 | $ 91,541 |
Other costs and expenses | (17,398) | (54,627) | (60,579) | (96,107) |
NET INCOME | 12,335 | 14,158 | 56,645 | 54,979 |
The Company’s share of net income | 4,756 | 6,603 | 21,804 | 25,638 |
Equity in earnings (losses) from unconsolidated entities | $ 11,987 | $ (622) | 45,071 | 52,554 |
Great Park Venture | ||||
Add equity in earnings (losses) from unconsolidated entities | ||||
The Company’s share of net income | 49,299 | 63,570 | ||
Basis difference amortization, net | (4,081) | (10,498) | ||
Equity in earnings (losses) from unconsolidated entities | 45,218 | 53,072 | ||
Gateway Commercial Venture | ||||
Add equity in earnings (losses) from unconsolidated entities | ||||
Equity in earnings (losses) from unconsolidated entities | (617) | (1,018) | ||
Great Park Venture | ||||
Add equity in earnings (losses) from unconsolidated entities | ||||
Other costs and expenses | (95,068) | (37,204) | ||
NET INCOME | 131,463 | 169,519 | ||
Great Park Venture | Land sales and land sales—related party | ||||
Add equity in earnings (losses) from unconsolidated entities | ||||
Revenue from customers | 293,593 | 372,472 | ||
Great Park Venture | Land sales | ||||
Add equity in earnings (losses) from unconsolidated entities | ||||
Rental operating and other expenses | (67,062) | (165,749) | ||
Gateway Commercial Venture | ||||
Add equity in earnings (losses) from unconsolidated entities | ||||
Revenue from customers | 7,002 | 6,329 | ||
Rental operating and other expenses | (2,735) | (2,875) | ||
Depreciation and amortization | (3,011) | (2,982) | ||
Interest expense | (2,078) | (1,829) | ||
The Company’s share of net income | $ (822) | $ (1,357) |
Investment In Unconsolidated _5
Investment In Unconsolidated Entities - Summarized Balance Sheet Data (Details) - USD ($) $ in Thousands | Sep. 30, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 |
ASSETS | ||||
Inventories | $ 2,340,031 | $ 2,213,479 | ||
Cash and cash equivalents | 224,521 | 353,801 | $ 218,264 | |
Real estate and related intangible assets, net | 11,535 | 25,270 | ||
Cash and restricted cash | 225,513 | 354,793 | $ 219,256 | $ 132,763 |
TOTAL | 2,949,464 | 2,969,288 | ||
LIABILITIES: | ||||
Accounts payable and other liabilities | 100,135 | 81,649 | ||
Redeemable Legacy Interests | 594,204 | 591,606 | ||
Capital (Percentage Interest) | 702,475 | 678,054 | ||
Notes payable, net | 524,909 | 622,186 | ||
Other | 72,618 | 78,074 | ||
Members’ capital | 2,039,069 | 1,982,104 | ||
TOTAL | 2,949,464 | 2,969,288 | ||
The Company’s investment in the Great Park Venture | 210,763 | 252,816 | ||
Great Park Venture | ||||
LIABILITIES: | ||||
The Company’s share of capital in Great Park Venture | 119,187 | 156,105 | ||
Unamortized basis difference | 53,600 | 57,681 | ||
The Company’s investment in the Great Park Venture | 172,787 | 213,786 | ||
Gateway Commercial Venture | ||||
LIABILITIES: | ||||
The Company’s investment in the Great Park Venture | 37,164 | 37,781 | ||
Great Park Venture | ||||
ASSETS | ||||
Inventories | 318,182 | 391,352 | ||
Cash and cash equivalents | 58,120 | 61,054 | ||
Other assets | 215,327 | 166,793 | ||
TOTAL | 591,629 | 619,199 | ||
LIABILITIES: | ||||
Accounts payable and other liabilities | 273,801 | 184,847 | ||
Redeemable Legacy Interests | 0 | 18,075 | ||
Capital (Percentage Interest) | 317,828 | 416,277 | ||
TOTAL | 591,629 | 619,199 | ||
Gateway Commercial Venture | ||||
ASSETS | ||||
Real estate and related intangible assets, net | 73,707 | 76,719 | ||
Cash and restricted cash | 7,349 | 5,574 | ||
Other assets | 3,347 | 3,554 | ||
TOTAL | 84,403 | 85,847 | ||
LIABILITIES: | ||||
Notes payable, net | 28,693 | 28,850 | ||
Other | 6,158 | 6,623 | ||
Members’ capital | 49,552 | 50,374 | ||
TOTAL | $ 84,403 | $ 85,847 |
Noncontrolling Interests - Addi
Noncontrolling Interests - Additional Information (Details) shares in Millions, $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2024 USD ($) class | Dec. 31, 2019 USD ($) shares | Dec. 31, 2023 USD ($) | |
Noncontrolling Interest [Line Items] | |||
Holding period for right to exchange (in months) | 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 (in months) | 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 | 37.40% | ||
Five Point Operating Company, LLC | Class A Units | Related Party | |||
Noncontrolling Interest [Line Items] | |||
Ownership percentage of outstanding common units | 62.60% | ||
Five Point Operating Company, LLC | Class B Units | Related Party | |||
Noncontrolling Interest [Line Items] | |||
Ownership percentage of outstanding common units | 100% |
Noncontrolling Interests - Sche
Noncontrolling Interests - Schedule of Tax Distributions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Noncontrolling Interest [Line Items] | ||||
Total tax distributions | $ 1,599 | $ 4,033 | ||
Five Point Operating Company, LLC | ||||
Noncontrolling Interest [Line Items] | ||||
Total tax distributions | $ 1,599 | $ 2,059 | 1,599 | 4,033 |
Five Point Operating Company, LLC | Management Partner | ||||
Noncontrolling Interest [Line Items] | ||||
Total tax distributions | 221 | 2,059 | 221 | 4,033 |
Five Point Operating Company, LLC | Other partners (excluding the Holding Company) | ||||
Noncontrolling Interest [Line Items] | ||||
Total tax distributions | $ 1,378 | $ 0 | $ 1,378 | $ 0 |
Consolidated Variable Interes_2
Consolidated Variable Interest Entity (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2024 | Dec. 31, 2023 | |
Variable Interest Entity [Line Items] | ||
Combined assets | $ 2,949,464 | $ 2,969,288 |
Inventories | 2,340,031 | 2,213,479 |
Combined liabilities | 885,395 | 962,184 |
Other | 72,618 | 78,074 |
Intangibles | 11,535 | 25,270 |
Accounts payable and other liabilities | 100,135 | 81,649 |
Related Party | ||
Variable Interest Entity [Line Items] | ||
Other assets | 121,829 | 83,970 |
Other | $ 72,618 | 78,074 |
San Francisco Venture | ||
Variable Interest Entity [Line Items] | ||
Distributions (as percent) | 99% | |
San Francisco Venture | Variable Interest Entity, Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Combined assets | $ 1,410,000 | 1,360,000 |
Inventories | 1,400,000 | 1,360,000 |
Combined liabilities | 68,900 | 61,900 |
Other | 61,400 | 59,400 |
San Francisco Venture | Variable Interest Entity, Primary Beneficiary | Related Party | ||
Variable Interest Entity [Line Items] | ||
Other assets | 900 | 900 |
FP LP And FPL | Variable Interest Entity, Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Combined assets | 1,100,000 | 1,000,000 |
Inventories | 935,800 | 855,600 |
Combined liabilities | 61,200 | 60,000 |
Other | 800 | 2,700 |
Intangibles | 11,500 | 25,300 |
Accounts payable and other liabilities | 60,300 | 57,300 |
FP LP And FPL | Variable Interest Entity, Primary Beneficiary | Related Party | ||
Variable Interest Entity [Line Items] | ||
Other assets | $ 108,800 | $ 69,100 |
Intangible Asset, Net - Relat_3
Intangible Asset, Net - Related Party - Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Gross carrying amount | $ 129,705 | $ 129,705 |
Accumulated amortization | (118,170) | (104,435) |
Net book value | $ 11,535 | $ 25,270 |
Intangible Asset, Net - Relat_4
Intangible Asset, Net - Related Party - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 2.2 | $ 0.6 | $ 13.7 | $ 9.2 |
Related Party Transactions - Re
Related Party Transactions - Related Party Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2024 | Dec. 31, 2023 |
Related Party Transaction [Line Items] | ||
Related party liabilities | $ 72,618 | $ 78,074 |
Related Party | ||
Related Party Transaction [Line Items] | ||
Other assets | 121,829 | 83,970 |
Related party liabilities | 72,618 | 78,074 |
Related Party | Contract Assets | ||
Related Party Transaction [Line Items] | ||
Other assets | 108,785 | 69,068 |
Related Party | Operating Lease | ||
Related Party Transaction [Line Items] | ||
Other assets | 12,182 | 14,040 |
Related party liabilities | 9,687 | 10,974 |
Related Party | Other | ||
Related Party Transaction [Line Items] | ||
Other assets | 862 | 862 |
Related party liabilities | 1,169 | 1,169 |
Related Party | Reimbursement obligation | ||
Related Party Transaction [Line Items] | ||
Related party liabilities | 61,387 | 59,378 |
Related Party | Payable to holders of Management Company’s Class B interests | ||
Related Party Transaction [Line Items] | ||
Related party liabilities | 0 | 1,828 |
Related Party | Accrued advisory fees | ||
Related Party Transaction [Line Items] | ||
Related party liabilities | $ 375 | $ 4,725 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2024 | Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | |||||||
Revenues | $ 17,013 | $ 65,923 | $ 78,140 | $ 92,973 | |||
Equity Method Investee | |||||||
Related Party Transaction [Line Items] | |||||||
Distribution to certain interest holders, aggregate | $ 1,800 | 1,800 | 1,800 | ||||
Related Party | |||||||
Related Party Transaction [Line Items] | |||||||
Other assets | 121,829 | 121,829 | 121,829 | $ 83,970 | |||
Related Party | Management services | |||||||
Related Party Transaction [Line Items] | |||||||
Revenues | 16,030 | 4,502 | 75,035 | 29,512 | |||
Legacy Incentive Compensation Receivable | Equity Method Investee | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from customers | 1,800 | ||||||
Legacy Incentive Compensation Receivable | Related Party | |||||||
Related Party Transaction [Line Items] | |||||||
Other assets | 106,700 | 106,700 | 106,700 | $ 66,100 | |||
Contract Assets - Non-Legacy Incentive Compensation Receivable | Equity Method Investee | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from customers | 23,200 | ||||||
Development Management Agreement | Related Party | Management services | |||||||
Related Party Transaction [Line Items] | |||||||
Revenues | $ 15,900 | $ 4,400 | $ 74,700 | $ 29,200 | |||
Great Park Venture | |||||||
Related Party Transaction [Line Items] | |||||||
Annual management agreement fixed base fee | $ 13,500 | $ 12,000 | |||||
Great Park Venture | Legacy Incentive Compensation Receivable | Equity Method Investee | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of distributions during initial term | 9% | ||||||
Percentage of distributions after initial term | 6.75% |
Notes Payable, Net - Long-term
Notes Payable, Net - Long-term Debt Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2024 | Jan. 16, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | |||
Promissory note issued | $ 524,909 | $ 622,186 | |
Unamortized premium | 1,889 | 0 | |
Unamortized debt issuance costs | $ (1,974) | (2,814) | |
10.500% initial rate New Senior Notes due 2028 | Senior Notes | |||
Debt Instrument [Line Items] | |||
Interest rate on new notes (as percent) | 10.50% | 10.50% | |
Promissory note issued | $ 523,494 | 0 | |
7.875% Senior Notes due 2025 | Senior Notes | |||
Debt Instrument [Line Items] | |||
Interest rate on new notes (as percent) | 7.875% | ||
Promissory note issued | $ 1,500 | $ 625,000 |
Notes Payable, Net - Additional
Notes Payable, Net - Additional Information (Details) - USD ($) | 9 Months Ended | ||
Jan. 16, 2024 | Sep. 30, 2024 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | |||
Debt modification costs | $ 5,900,000 | ||
Outstanding letters of credit | 1,000,000 | $ 1,000,000 | |
Senior Notes | |||
Debt Instrument [Line Items] | |||
Repayments of debt | $ 100,000,000 | ||
Unsecured Debt | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Senior unsecured revolving credit facility, maximum borrowing capacity | $ 125,000,000 | ||
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] | Secured Overnight Financing Rate (SOFR) [Member] | ||
Accordion Feature, increase limit | $ 150,000,000 | ||
Long-term line of credit | 0 | ||
Outstanding letters of credit | $ 0 | ||
Unsecured Debt | Revolving Credit Facility | Variable Rate Component One | |||
Debt Instrument [Line Items] | |||
Additional basis spread on variable rate (as percent) | 0.10% | ||
Unsecured Debt | Revolving Credit Facility | Variable Rate Component two | Minimum | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (as percent) | 2.25% | ||
Unsecured Debt | Revolving Credit Facility | Variable Rate Component two | Maximum | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (as percent) | 2.50% | ||
7.875% Senior Notes due 2025 | Senior Notes | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 625,000,000 | ||
Interest rate on new notes (as percent) | 7.875% | ||
Repurchase amount | $ 623,500,000 | ||
Aggregate principal redeemed (up to) (as percent) | 99.76% | ||
10.500% initial rate New Senior Notes due 2028 | Senior Notes | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 523,500,000 | ||
Interest rate on new notes (as percent) | 10.50% | 10.50% | |
10.500% initial rate New Senior Notes due 2028 | Senior Notes | January 16, 2024 To November 14, 2025 | |||
Debt Instrument [Line Items] | |||
Interest rate on new notes (as percent) | 10.50% | ||
10.500% initial rate New Senior Notes due 2028 | Senior Notes | November 15, 2025 To November 14, 2026 | |||
Debt Instrument [Line Items] | |||
Interest rate on new notes (as percent) | 11% | ||
10.500% initial rate New Senior Notes due 2028 | Senior Notes | November 15, 2026 To January 14, 2028 | |||
Debt Instrument [Line Items] | |||
Interest rate on new notes (as percent) | 12% | ||
Revolving Credit Facility due in July 2027 | Unsecured Debt | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Senior unsecured revolving credit facility, maximum borrowing capacity | $ 100,000,000 | ||
Revolving Credit Facility due in April 2026 | Unsecured Debt | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Senior unsecured revolving credit facility, maximum borrowing capacity | $ 25,000,000 |
Tax Receivable Agreement (Detai
Tax Receivable Agreement (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |||
Payable pursuant to tax receivable agreement | $ 173,351,000 | $ 173,208,000 | |
TRA payments | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Sep. 30, 2024 | Dec. 31, 2023 |
Lessee, Lease, Description [Line Items] | ||
Operating lease right-of-use assets | $ 13,918 | $ 16,002 |
Operating lease liabilities | 11,502 | 12,755 |
Other | $ 72,618 | $ 78,074 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other assets | Other assets |
Operating Lease, Liability, Statement of Financial Position [Extensible List] | Accounts Payable and Accrued Liabilities, Other | Accounts Payable and Accrued Liabilities, Other |
Related Party | ||
Lessee, Lease, Description [Line Items] | ||
Other assets | $ 121,829 | $ 83,970 |
Other | 72,618 | 78,074 |
Operating Lease | Related Party | ||
Lessee, Lease, Description [Line Items] | ||
Other assets | 12,182 | 14,040 |
Other | $ 9,687 | $ 10,974 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2024 | Dec. 31, 2023 |
Lessee, Lease, Description [Line Items] | ||
Remaining estimated maximum potential amount of monetary payments subject to guaranty | $ 6.6 | |
Outstanding letters of credit | 1 | $ 1 |
Asset Pledged as Collateral | ||
Lessee, Lease, Description [Line Items] | ||
Restricted cash and cash equivalents | 1 | 1 |
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 | $ 367 | $ 306.9 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2024 | Sep. 30, 2023 | |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest, all of which was capitalized to inventories | $ 26,549 | $ 26,668 |
Cash paid for income taxes, net | 2,505 | 0 |
Noncash lease expense | 2,087 | 3,086 |
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Adjustment to operating lease right-of-use assets from lease modification | 0 | (773) |
Adjustment to liability recognized under TRA | 143 | 140 |
Senior Notes due 2025 exchanged for New Senior Notes due 2028 (see Note 9) | $ 523,500 | $ 0 |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Condensed Cash Flow Information (Details) - USD ($) $ in Thousands | Sep. 30, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 |
Supplemental Cash Flow Elements [Abstract] | ||||
Cash and cash equivalents | $ 224,521 | $ 353,801 | $ 218,264 | |
Restricted cash and certificates of deposit | 992 | 992 | 992 | |
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows | $ 225,513 | $ 354,793 | $ 219,256 | $ 132,763 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) ft² in Thousands | Sep. 30, 2024 ft² a building |
Segment Reporting Information [Line Items] | |
Square footage of building | ft² | 189 |
Number of buildings on campus | building | 4 |
Area of land (in acres) | 50 |
Commercial | |
Segment Reporting Information [Line Items] | |
Area of land (in acres) | 50 |
Great Park | |
Segment Reporting Information [Line Items] | |
Percentage of equity ownership | 37.50% |
Commercial | |
Segment Reporting Information [Line Items] | |
Percentage of equity ownership | 75% |
Segment Reporting - Revenues an
Segment Reporting - Revenues and Profit (loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 17,013 | $ 65,923 | $ 78,140 | $ 92,973 |
Net income | 12,335 | 14,158 | 56,645 | 54,979 |
Equity in earnings (losses) from unconsolidated entities | 11,987 | (622) | 45,071 | 52,554 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 80,754 | 71,353 | 378,735 | 471,774 |
Net income | 41,127 | 19,034 | 174,030 | 193,115 |
Corporate and unallocated | ||||
Segment Reporting Information [Line Items] | ||||
Net income | (7,582) | (5,962) | (31,345) | (22,028) |
Valencia | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 812 | 61,256 | 2,598 | 62,972 |
Valencia | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 812 | 61,256 | 2,598 | 62,972 |
Net income | (2,591) | 19,614 | (9,076) | 12,637 |
San Francisco | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 171 | 165 | 507 | 489 |
San Francisco | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 171 | 165 | 507 | 489 |
Net income | (1,042) | (862) | (3,103) | (2,777) |
Great Park | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 15,915 | 4,392 | 74,679 | 29,191 |
Equity in earnings (losses) from unconsolidated entities | 12,088 | (412) | 45,218 | 53,072 |
Great Park | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 77,427 | 7,668 | 368,272 | 401,663 |
Net income | 45,061 | 640 | 186,675 | 184,291 |
Great Park | Segment Reconciling Items | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | (61,512) | (3,276) | (293,593) | (372,472) |
Net income | (33,402) | 1,381 | (131,463) | (169,519) |
Commercial | ||||
Segment Reporting Information [Line Items] | ||||
Equity in earnings (losses) from unconsolidated entities | (312) | (351) | (617) | (1,018) |
Commercial | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 2,344 | 2,264 | 7,358 | 6,650 |
Net income | (301) | (358) | (466) | (1,036) |
Commercial | Segment Reconciling Items | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | (2,229) | (2,154) | (7,002) | (6,329) |
Net income | $ 416 | $ 468 | $ 822 | $ 1,357 |
Segment Reporting - Assets (Det
Segment Reporting - Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2024 | Dec. 31, 2023 |
Segment Reporting Information [Line Items] | ||
Assets | $ 2,949,464 | $ 2,969,288 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Assets | 3,175,372 | 3,052,531 |
Consolidation Eliminations, Great Park | ||
Segment Reporting Information [Line Items] | ||
Assets | (591,629) | (619,199) |
Consolidation Eliminations, Gateway | ||
Segment Reporting Information [Line Items] | ||
Assets | (84,403) | (85,847) |
Other eliminations | ||
Segment Reporting Information [Line Items] | ||
Assets | (127) | (174) |
Corporate and unallocated | ||
Segment Reporting Information [Line Items] | ||
Assets | 240,300 | 370,410 |
Valencia | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Assets | 974,003 | 895,983 |
San Francisco | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Assets | 1,406,992 | 1,360,036 |
Great Park | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Assets | 709,974 | 710,665 |
Great Park | Segment Reconciling Items | ||
Segment Reporting Information [Line Items] | ||
Assets | 172,787 | 213,786 |
Commercial | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Assets | 84,403 | 85,847 |
Commercial | Segment Reconciling Items | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 37,164 | $ 37,781 |
Share-Based Compensation - Shar
Share-Based Compensation - Share-based Compensation, Restricted Stock and Restricted Stock Units Activity (Details) - Restricted Stock shares in Thousands | 9 Months Ended |
Sep. 30, 2024 $ / shares shares | |
Share-Based Awards | |
Nonvested, beginning balance (in shares) | shares | 4,409 |
Granted (in shares) | shares | 2,873 |
Forfeited (in shares) | shares | 0 |
Vested (in shares) | shares | (840) |
Nonvested, ending balance (in shares) | shares | 6,442 |
Weighted-Average Grant Date Fair Value | |
Nonvested, beginning balance (in dollars per share) | $ / shares | $ 2.13 |
Granted (in dollars per share) | $ / shares | 2.58 |
Forfeited (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 4.65 |
Nonvested, ending balance (in dollars per share) | $ / shares | $ 2 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 1,000 | $ 900 | $ 2,800 | $ 2,600 |
Estimated fair value at vesting of share-based awards | 2,500 | |||
Reacquisition of share based compensation awards for tax-withholding purposes | 823 | 202 | ||
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Reacquisition of share based compensation awards for tax-withholding purposes | $ 800 | $ 200 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Net periodic (benefit) cost: | ||||
Interest cost | $ 191 | $ 202 | $ 575 | $ 606 |
Expected return on plan assets | (229) | (222) | (687) | (666) |
Amortization of net actuarial loss | 14 | 41 | 41 | 122 |
Net periodic (benefit) cost | $ (24) | $ 21 | $ (71) | $ 62 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Provision for income tax | $ 1,886,000 | $ 3,000 | $ 8,705,000 | $ 16,000 |
Pre-tax income (loss) | $ 14,221,000 | 14,161,000 | $ 65,350,000 | 54,995,000 |
Income tax expense (benefit), other than provision | $ 0 | $ 0 |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurements and Disclosures (Details) - USD ($) $ in Millions | Sep. 30, 2024 | Dec. 31, 2023 |
Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable, carrying value | $ 524.9 | $ 622.2 |
Fair Value, Inputs, Level 2 | Estimated Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable | $ 538.2 | $ 622.7 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2024 | |
Common Class B | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Per share distributions for Class A Common Shareholders (as percent) | 0.03% |
Earnings Per Share - Basic and
Earnings Per Share - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Numerator: | ||||
Net income attributable to the Company | $ 4,756 | $ 6,603 | $ 21,804 | $ 25,638 |
Adjustments to net income attributable to the Company | 0 | 0 | (7) | (13) |
Net income attributable to common shareholders | 4,756 | 6,603 | 21,797 | 25,625 |
Numerator—basic common shares: | ||||
Less: net income allocated to participating securities | 5 | 32 | 31 | 131 |
Allocation of basic net income among common shareholders | 4,751 | 6,571 | 21,766 | 25,494 |
Numerator—diluted common shares: | ||||
Reallocation of income from dilutive potential securities | 5,109 | 7,226 | 23,480 | 28,135 |
Less: net income allocated to participating securities | 5 | 32 | 30 | 131 |
Numerator for diluted net income available to Class A/B common shareholders | $ 9,860 | $ 13,797 | $ 45,247 | $ 53,629 |
Restricted Stock Units (RSUs) | ||||
Diluted earnings per share: | ||||
Anti-dilutive potential securities (in shares) | 0 | 0 | 0 | 0 |
Performance Restricted Stock Units (RSUs) | ||||
Diluted earnings per share: | ||||
Anti-dilutive potential securities (in shares) | 4,107,889 | 3,123,408 | 4,107,889 | 3,123,408 |
Restricted Shares | ||||
Diluted earnings per share: | ||||
Anti-dilutive potential securities (in shares) | 0 | 0 | 0 | 0 |
Common Class A | ||||
Diluted earnings per share: | ||||
Anti-dilutive potential securities (in shares) | 3,137,134 | 3,137,134 | 3,137,134 | 3,137,134 |
Common Class A | ||||
Numerator: | ||||
Net income attributable to common shareholders | $ 4,749 | $ 6,569 | $ 21,759 | $ 25,485 |
Numerator—diluted common shares: | ||||
Numerator for diluted net income available to Class A/B common shareholders | $ 9,858 | $ 13,795 | $ 45,240 | $ 53,620 |
Denominator: | ||||
Basic weighted average Class A/B common shares outstanding (in shares) | 69,279,028 | 68,865,783 | 69,192,620 | 68,794,915 |
Diluted weighted average Class A/B common shares outstanding (in shares) | 146,565,417 | 145,312,266 | 146,394,307 | 145,064,113 |
Basic earnings per share: | ||||
Class A/B common shares (in dollars per share) | $ 0.07 | $ 0.10 | $ 0.31 | $ 0.37 |
Diluted earnings per share: | ||||
Class A/B common shares (in dollars per share) | $ 0.07 | $ 0.09 | $ 0.31 | $ 0.37 |
Common Class B | ||||
Numerator: | ||||
Net income attributable to common shareholders | $ 2 | $ 2 | $ 7 | $ 9 |
Numerator—diluted common shares: | ||||
Numerator for diluted net income available to Class A/B common shareholders | $ 2 | $ 2 | $ 7 | $ 9 |
Denominator: | ||||
Basic weighted average Class A/B common shares outstanding (in shares) | 79,233,544 | 79,233,544 | 79,233,544 | 79,233,544 |
Diluted weighted average Class A/B common shares outstanding (in shares) | 79,233,544 | 79,233,544 | 79,233,544 | 79,233,544 |
Basic earnings per share: | ||||
Class A/B common shares (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Diluted earnings per share: | ||||
Class A/B common shares (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 9 Months Ended | |||||
Sep. 30, 2024 | Sep. 30, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Defined benefit pension plan, tax benefits | $ 600 | $ 600 | ||||
Accumulated other comprehensive loss included in noncontrolling interests | (2,039,069) | $ (1,921,383) | $ (2,027,327) | (1,982,104) | $ (1,908,326) | $ (1,868,047) |
Total Members’ Capital | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Unamortized defined benefit pension plan net actuarial losses | 2,300 | 2,300 | ||||
Accumulated other comprehensive loss included in noncontrolling interests | (702,475) | (646,661) | $ (696,718) | (678,054) | $ (639,116) | $ (618,131) |
AOCI Attributable to Noncontrolling Interest | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Accumulated other comprehensive loss included in noncontrolling interests | 1,400 | $ 1,500 | ||||
Accumulated Defined Benefit Plans Adjustment, Net Gain (Loss) Attributable to Parent | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Reclassifications from accumulated other comprehensive loss | $ 21 | $ 76 |