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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
October 19, 2023
Date of report (date of earliest event reported)
FIVE POINT HOLDINGS, LLC
(Exact name of registrant as specified in its charter)
Delaware 001-38088 27-0599397
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
2000 FivePoint
4th Floor
Irvine
California
92618
(Address of Principal Executive Offices)
(Zip code)
(949) 349-1000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading
Symbol(s)
Name of each exchange
on which registered
Class A common shares
FPH New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐



Item 2.02. Results of Operations and Financial Condition.
On October 19, 2023, Five Point Holdings, LLC issued a press release announcing its results of operations for the three months ended September 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.
(d)    Exhibits.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized.
Date: October 19, 2023
FIVE POINT HOLDINGS, LLC
By: /s/ Michael Alvarado
Name: Michael Alvarado
Title: Chief Legal Officer, Vice President and Secretary


EX-99.1 2 ex-991xfphx93023x8k.htm EX-99.1 Document

Exhibit 99.1
Five Point Holdings, LLC Reports Third Quarter 2023 Results
Third Quarter 2023 and Recent Highlights
•Valencia sold 146 homesites on approximately 26 acres of land and recognized revenue of $60.6 million.
•Valencia builder sales of 75 homes during the quarter compared to 79 in the second quarter of 2023.
•Great Park builder sales of 113 homes during the quarter compared to 177 in the second quarter of 2023.
•Consolidated revenues of $65.9 million; consolidated net income of $14.2 million.
•Cash and cash equivalents of $218.3 million as of September 30, 2023.
•Debt to total capitalization ratio of 24.5% and liquidity of $343.3 million as of September 30, 2023.
•Extended the maturity date of the Company's $125.0 million unsecured revolving credit facility to April 2026.
Irvine, CA, October 19, 2023 (Business Wire) – Five Point Holdings, LLC (“Five Point” or the “Company”) (NYSE:FPH), an owner and developer of large mixed-use planned communities in California, today reported its third quarter 2023 results.
Dan Hedigan, Chief Executive Officer, said, “In the third quarter, we built on our positive momentum from the first half of the year, with earnings for the third quarter of $14.2 million and an increase in our cash position of $25.1 million, giving us total cash and cash equivalents of $218.3 million. Notwithstanding the headwinds created by the interest rate environment, we are seeing consistent home sales in our communities and continued interest from home builders in our land. Our results for the quarter reflect our sustained focus on our three main priorities: generating revenue, right-sizing our SG&A, and limiting our capital spend.
Given our continued success in cash generation and profitability, I am pleased to announce that today we closed on an amendment to our revolving credit facility, which extends the term through April 2026.”
Consolidated Results
Liquidity and Capital Resources
As of September 30, 2023, total liquidity of $343.3 million was comprised of cash and cash equivalents totaling $218.3 million and borrowing availability of $125.0 million under our unsecured revolving credit facility. Total capital was $1.9 billion, reflecting $2.9 billion in assets and $1.0 billion in liabilities and redeemable noncontrolling interests.
Results of Operations for the Three Months Ended September 30, 2023
Revenues. Revenues of $65.9 million for the three months ended September 30, 2023 were primarily generated from land sales at our Valencia segment. At Valencia we closed the sale of land entitled for an aggregate of 146 homesites on approximately 26 acres. The fixed base purchase price of $60.6 million was paid at closing.
Equity in loss from unconsolidated entities. Equity in loss from unconsolidated entities was $0.6 million for the three months ended September 30, 2023. The Great Park Venture generated net loss of $1.4 million during the three months ended September 30, 2023, and our share of the net loss from our 37.5% percentage interest, adjusted for basis differences, was $0.4 million. Additionally, we recognized $0.4 million in loss from our 75% interest in the Gateway Commercial Venture.
Selling, general, and administrative. Selling, general, and administrative expenses were $11.9 million for the three months ended September 30, 2023.
Net income. Consolidated net income for the quarter was $14.2 million. Net income attributable to noncontrolling interests totaled $7.6 million, resulting in net income attributable to the Company of $6.6 million. Net income attributable to noncontrolling interests represents the portion of income allocated to related party partners and members that hold units of the operating company and the San Francisco Venture. Holders of units of the operating company and the San Francisco Venture can redeem their interests for either, at our election, our Class A common shares on a one-for-one basis or cash. In connection with any redemption or exchange, our ownership of our operating subsidiaries will increase thereby reducing the amount of income allocated to noncontrolling interests in subsequent periods.
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Conference Call Information
In conjunction with this release, Five Point will host a conference call on Thursday, October 19, 2023 at 5:00 p.m. Eastern Time. Dan Hedigan, Chief Executive Officer, and Kim Tobler, Chief Financial Officer, will host the call. Interested investors and other parties can listen to a live Internet audio webcast of the conference call that will be available on the Five Point website at ir.fivepoint.com. The conference call can also be accessed by dialing (877) 451-6152 (domestic) or (201) 389-0879 (international). A telephonic replay will be available starting approximately three hours after the end of the call by dialing (844) 512-2921, or for international callers, (412) 317-6671. The passcode for the live call and the replay is 13742066. The telephonic replay will be available until 11:59 p.m. Eastern Time on October 28, 2023.
About Five Point
Five Point, headquartered in Irvine, California, designs and develops large mixed-use planned communities in Orange County, Los Angeles County, and San Francisco County that combine residential, commercial, retail, educational, and recreational elements with public amenities, including civic areas for parks and open space. Five Point’s communities include the Great Park Neighborhoods® in Irvine, Valencia® in Los Angeles County, and Candlestick® and The San Francisco Shipyard® in the City of San Francisco. These communities are designed to include approximately 40,000 residential homes and approximately 23 million square feet of commercial space.
Forward-Looking Statements
This press release contains forward-looking statements that are subject to risks and uncertainties. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. When used, the words “anticipate,” “believe,” “expect,” “intend,” “may,” “might,” “plan,” “estimate,” “project,” “should,” “will,” “would,” “result” and similar expressions that do not relate solely to historical matters are intended to identify forward-looking statements. Forward-looking statements include, among others, statements that refer to: our expectations of our future home sales and/or builder sales; our future revenues, costs and financial performance, including with respect to cash generation and profitability; and future demographics and market conditions in the areas where our communities are located. We caution you that any forward-looking statements included in this press release are based on our current views and information currently available to us. Forward-looking statements are subject to risks, trends, uncertainties and factors that are beyond our control. Some of these risks and uncertainties are described in more detail in our filings with the SEC, including our Annual Report on Form 10-K, under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. We caution you therefore against relying on any of these forward-looking statements. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. They are based on estimates and assumptions only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes, except as required by applicable law.
Investor Relations:
Kim Tobler, 949-425-5211
Kim.Tobler@fivepoint.com
or
Media:
Eric Morgan, 949-349-1088
Eric.Morgan@fivepoint.com
Source: Five Point Holdings, LLC
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FIVE POINT HOLDINGS, LLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
(Unaudited)
  Three Months Ended September 30, Nine Months Ended September 30,
  2023 2022 2023 2022
REVENUES:
Land sales
$ 60,694  $ 72  $ 60,685  $ 643 
Land sales—related party
—  2,817  595  4,529 
Management services—related party
4,502  12,108  29,512  18,358 
Operating properties
727  419  2,181  2,165 
Total revenues
65,923  15,416  92,973  25,695 
COSTS AND EXPENSES:
Land sales
38,967  —  38,967  — 
Management services
2,371  7,488  14,419  12,372 
Operating properties
1,351  1,580  4,321  5,797 
Selling, general, and administrative
11,938  12,030  38,400  41,472 
Restructuring —  —  —  19,437 
Total costs and expenses
54,627  21,098  96,107  79,078 
OTHER INCOME:
Interest income
2,413  307  4,542  445 
Miscellaneous
1,074  112  1,033  336 
Total other income 3,487  419  5,575  781 
EQUITY IN (LOSS) EARNINGS FROM UNCONSOLIDATED ENTITIES (622) (4,265) 52,554  (4,654)
INCOME (LOSS) BEFORE INCOME TAX PROVISION 14,161  (9,528) 54,995  (57,256)
INCOME TAX PROVISION (3) (3) (16) (16)
NET INCOME (LOSS) 14,158  (9,531) 54,979  (57,272)
LESS NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS 7,555  (5,092) 29,341  (30,592)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY $ 6,603  $ (4,439) $ 25,638  $ (26,680)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE
Basic
$ 0.10  $ (0.06) $ 0.37  $ (0.39)
Diluted
$ 0.09  $ (0.07) $ 0.37  $ (0.39)
WEIGHTED AVERAGE CLASS A SHARES OUTSTANDING
Basic
68,865,783  68,514,843  68,794,915  68,393,923 
Diluted
145,312,266  68,879,642  145,064,113  68,758,722 
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY PER CLASS B SHARE
Basic and diluted
$ 0.00  $ (0.00) $ 0.00  $ (0.00)
WEIGHTED AVERAGE CLASS B SHARES OUTSTANDING
Basic and diluted 79,233,544  79,233,544  79,233,544  79,233,544 

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FIVE POINT HOLDINGS, LLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except shares)
(Unaudited)
 
September 30, 2023 December 31, 2022
ASSETS
INVENTORIES
$ 2,252,783  $ 2,239,125 
INVESTMENT IN UNCONSOLIDATED ENTITIES
301,436  331,594 
PROPERTIES AND EQUIPMENT, NET
29,381  30,243 
INTANGIBLE ASSET, NET—RELATED PARTY
31,029  40,257 
CASH AND CASH EQUIVALENTS
218,264  131,771 
RESTRICTED CASH AND CERTIFICATES OF DEPOSIT
992  992 
RELATED PARTY ASSETS
91,103  97,126 
OTHER ASSETS
9,559  14,676 
TOTAL
$ 2,934,547  $ 2,885,784 
LIABILITIES AND CAPITAL
LIABILITIES:
Notes payable, net
$ 621,802  $ 620,651 
Accounts payable and other liabilities
100,101  94,426 
Related party liabilities
81,547  93,086 
Deferred income tax liability, net
11,506  11,506 
Payable pursuant to tax receivable agreement
173,208  173,068 
Total liabilities
988,164  992,737 
REDEEMABLE NONCONTROLLING INTEREST 25,000  25,000 
CAPITAL:
Class A common shares; No par value; Issued and outstanding: September 30, 2023—69,199,938 shares; December 31, 2022—69,068,354 shares
Class B common shares; No par value; Issued and outstanding: September 30, 2023—79,233,544 shares; December 31, 2022—79,233,544 shares
Contributed capital
590,551  587,733 
Retained earnings
59,024  33,386 
Accumulated other comprehensive loss
(2,914) (2,988)
Total members’ capital
646,661  618,131 
Noncontrolling interests
1,274,722  1,249,916 
Total capital
1,921,383  1,868,047 
TOTAL
$ 2,934,547  $ 2,885,784 


4


FIVE POINT HOLDINGS, LLC
SUPPLEMENTAL DATA
(In thousands)
(Unaudited)


Liquidity
September 30, 2023
Cash and cash equivalents $ 218,264 
Borrowing capacity(1)
125,000 
Total liquidity $ 343,264 
(1) As of September 30, 2023, no borrowings or letters of credit were outstanding on the Company’s $125.0 million revolving credit facility.

Debt to Total Capitalization and Net Debt to Total Capitalization
September 30, 2023
Debt(1)
$ 625,000 
Total capital 1,921,383 
Total capitalization $ 2,546,383 
Debt to total capitalization 24.5  %
Debt(1)
$ 625,000 
Less: Cash and cash equivalents 218,264 
Net debt 406,736 
Total capital 1,921,383 
Total net capitalization $ 2,328,119 
Net debt to total capitalization(2)
17.5  %
(1) For purposes of this calculation, debt is the amount due on the Company’s notes payable before offsetting for capitalized deferred financing costs.
(2) Net debt to total capitalization is a non-GAAP financial measure defined as net debt (debt less cash and cash equivalents) divided by total net capitalization (net debt plus total capital). The Company believes the ratio of net debt to total capitalization is a relevant and a useful financial measure to investors in understanding the leverage employed in the Company’s operations. However, because net debt to total capitalization is not calculated in accordance with GAAP, this financial measure should not be considered in isolation or as an alternative to financial measures prescribed by GAAP. Rather, this non-GAAP financial measure should be used to supplement the Company's GAAP results.

5



Segment Results
The following table reconciles the results of operations of our segments to our consolidated results for the three and nine months ended September 30, 2023 (in thousands):
Three Months Ended September 30, 2023
Valencia San Francisco Great Park Commercial
Total reportable segments
Corporate and unallocated Total under management
Removal of unconsolidated entities(1)
Total consolidated
REVENUES:
Land sales $ 60,694  $ —  $ 1,255  $ —  $ 61,949  $ —  $ 61,949  $ (1,255) $ 60,694 
Land sales—related party —  —  2,021  —  2,021  —  2,021  (2,021) — 
Management services—related party(2)
—  —  4,392  110  4,502  —  4,502  —  4,502 
Operating properties 562  165  —  2,154  2,881  —  2,881  (2,154) 727 
Total revenues 61,256  165  7,668  2,264  71,353  —  71,353  (5,430) 65,923 
COSTS AND EXPENSES:
Land sales 38,967  —  —  —  38,967  —  38,967  —  38,967 
Management services(2)
—  —  2,371  —  2,371  —  2,371  —  2,371 
Operating properties 1,351  —  —  829  2,180  —  2,180  (829) 1,351 
Selling, general, and administrative 2,539  1,033  2,289  1,097  6,958  8,366  15,324  (3,386) 11,938 
Management fees—related party —  —  4,659  —  4,659  —  4,659  (4,659) — 
Total costs and expenses 42,857  1,033  9,319  1,926  55,135  8,366  63,501  (8,874) 54,627 
OTHER INCOME (EXPENSE):
Interest income —  1,964  25  1,995  2,407  4,402  (1,989) 2,413 
Interest expense —  —  —  (721) (721) —  (721) 721  — 
Miscellaneous 1,074  —  —  —  1,074  —  1,074  —  1,074 
Total other income (expense) 1,074  1,964  (696) 2,348  2,407  4,755  (1,268) 3,487 
EQUITY IN EARNINGS (LOSS) FROM UNCONSOLIDATED ENTITIES 141  —  327  —  468  —  468  (1,090) (622)
SEGMENT PROFIT (LOSS)/INCOME BEFORE INCOME TAX PROVISION 19,614  (862) 640  (358) 19,034  (5,959) 13,075  1,086  14,161 
INCOME TAX PROVISION —  —  —  —  —  (3) (3) —  (3)
SEGMENT PROFIT (LOSS)/NET INCOME $ 19,614  $ (862) $ 640  $ (358) $ 19,034  $ (5,962) $ 13,072  $ 1,086  $ 14,158 
(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 our consolidated results as we account for our investment in each venture using the equity method of accounting.
(2) For the Great Park and Commercial segments, represents the revenues and expenses attributable to the management company for providing services to the Great Park Venture and the Gateway Commercial Venture, as applicable.

6



Nine Months Ended September 30, 2023
Valencia San Francisco Great Park Commercial
Total reportable segments
Corporate and unallocated Total under management
Removal of unconsolidated entities(1)
Total consolidated
REVENUES:
Land sales $ 60,685  $ —  $ 363,056  $ —  $ 423,741  $ —  $ 423,741  $ (363,056) $ 60,685 
Land sales—related party 595  —  9,416  —  10,011  —  10,011  (9,416) 595 
Management services—related party(2)
—  —  29,191  321  29,512  —  29,512  —  29,512 
Operating properties 1,692  489  —  6,329  8,510  —  8,510  (6,329) 2,181 
Total revenues 62,972  489  401,663  6,650  471,774  —  471,774  (378,801) 92,973 
COSTS AND EXPENSES:
Land sales 38,967  —  165,749  —  204,716  —  204,716  (165,749) 38,967 
Management services(2)
—  —  14,419  —  14,419  —  14,419  —  14,419 
Operating properties 4,321  —  —  2,632  6,953  —  6,953  (2,632) 4,321 
Selling, general, and administrative 8,580  3,275  7,432  3,250  22,537  26,545  49,082  (10,682) 38,400 
Management fees—related party —  —  36,507  —  36,507  —  36,507  (36,507) — 
Total costs and expenses 51,868  3,275  224,107  5,882  285,132  26,545  311,677  (215,570) 96,107 
OTHER INCOME (EXPENSE):
Interest income —  5,172  25  5,206  4,533  9,739  (5,197) 4,542 
Interest expense —  —  —  (1,829) (1,829) —  (1,829) 1,829  — 
Miscellaneous 1,033  —  —  —  1,033  —  1,033  —  1,033 
Total other income (expense) 1,033  5,172  (1,804) 4,410  4,533  8,943  (3,368) 5,575 
EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES 500  —  1,563  —  2,063  —  2,063  50,491  52,554 
SEGMENT PROFIT (LOSS)/INCOME BEFORE INCOME TAX PROVISION 12,637  (2,777) 184,291  (1,036) 193,115  (22,012) 171,103  (116,108) 54,995 
INCOME TAX PROVISION —  —  —  —  —  (16) (16) —  (16)
SEGMENT PROFIT (LOSS)/NET INCOME $ 12,637  $ (2,777) $ 184,291  $ (1,036) $ 193,115  $ (22,028) $ 171,087  $ (116,108) $ 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 our consolidated results as we account for our investments in each venture using the equity method of accounting.
(2) For the Great Park and Commercial segments, represents the revenues and expenses attributable to the management company for providing services to the Great Park Venture and the Gateway Commercial Venture, as applicable.

The table below reconciles the Great Park segment results to the equity in (loss) earnings from our investment in the Great Park Venture that is reflected in the condensed consolidated statements of operations for the three and nine months ended September 30, 2023 (in thousands):
Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023
Segment profit from operations $ 640  $ 184,291 
Less net income of management company attributed to the Great Park segment 2,021  14,772 
Net (loss) income of the Great Park Venture (1,381) 169,519 
The Company’s share of net (loss) income of the Great Park Venture (518) 63,570 
Basis difference accretion (amortization), net 106  (10,498)
Equity in (loss) earnings from the Great Park Venture $ (412) $ 53,072 

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The table below reconciles the Commercial segment results to the equity in loss from our investment in the Gateway Commercial Venture that is reflected in the condensed consolidated statements of operations for the three and nine months ended September 30, 2023 (in thousands):
Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023
Segment loss from operations $ (358) $ (1,036)
Less net income of management company attributed to the Commercial segment 110  321 
Net loss of the Gateway Commercial Venture (468) (1,357)
Equity in loss from the Gateway Commercial Venture $ (351) $ (1,018)

8