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0001574197false00015741972024-04-182024-04-18



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
April 18, 2024
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 April 18, 2024, Five Point Holdings, LLC issued a press release announcing its results of operations for the three months ended March 31, 2024. 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: April 18, 2024
FIVE POINT HOLDINGS, LLC
By: /s/ Michael Alvarado
Name: Michael Alvarado
Title: Chief Operating Officer, Chief Legal Officer, Vice President and Secretary


EX-99.1 2 ex-991xfphx33124x8k.htm EX-99.1 Document

Exhibit 99.1
Five Point Holdings, LLC Reports First Quarter 2024 Results
First Quarter 2024 and Recent Highlights
•Great Park Venture sold 82 homesites on 11.6 acres of land for an aggregate purchase price of $74.6 million.
•Great Park Venture distributions and incentive compensation payments to the Company totaled $30.3 million.
•Valencia builder sales of 62 homes during the quarter.
•Great Park builder sales of 69 homes during the quarter.
•Consolidated revenues of $9.9 million; consolidated net income of $6.1 million.
•On January 16, 2024, exchanged $623.5 million of existing 7.875% Senior Notes due November 2025 for $100.0 million in cash and $523.5 million in new 10.500% initial rate Senior Notes due January 2028.
•In April 2024, S&P Global Ratings upgraded our outlook to stable, upgraded our corporate rating to B- and upgraded our senior notes rating to B.
•Cash and cash equivalents of $232.7 million as of March 31, 2024.
•Debt to total capitalization ratio of 20.9% and liquidity of $357.7 million as of March 31, 2024.
Irvine, CA, April 18, 2024 (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 first quarter 2024 results.
Dan Hedigan, Chief Executive Officer, said, “In the first quarter of 2024, we continued to position ourselves for future success. We generated earnings for the fourth consecutive quarter and ended the quarter with total liquidity of $358 million. We also successfully completed an exchange offer for our senior notes, reduced our outstanding debt by $100 million, and received ratings and outlook upgrades from S&P. Although uncertainty remains around interest rates and inflation, we believe that demand for our residential land will continue to exceed supply, and we remain optimistic about the market for our commercial offerings. As we move forward, we continue to be focused on driving shareholder value by executing on our key operating priorities: generating revenue, controlling our SG&A, and managing our capital spend.”
Consolidated Results
Liquidity and Capital Resources
As of March 31, 2024, total liquidity of $357.7 million was comprised of cash and cash equivalents totaling $232.7 million and borrowing availability of $125.0 million under our unsecured revolving credit facility. Total capital was $2.0 billion, reflecting $2.9 billion in assets and $0.9 billion in liabilities and redeemable noncontrolling interests.
Results of Operations for the Three Months Ended March 31, 2024
Revenues. Revenues of $9.9 million for the three months ended March 31, 2024 were primarily generated from management services.
Equity in earnings from unconsolidated entities. Equity in earnings from unconsolidated entities was $17.6 million for the three months ended March 31, 2024. The Great Park Venture generated net income of $53.1 million during the three months ended March 31, 2024, and our share of the net income from our 37.5% percentage interest, adjusted for basis differences, was $17.7 million. Additionally, we recognized $0.1 million in loss from our 75% interest in the Gateway Commercial Venture.
During the three months ended March 31, 2024, the Great Park Venture sold 82 homesites on 11.6 acres of land at the Great Park Neighborhoods for an aggregate purchase price of $74.6 million. After completing the land sale, the Great Park Venture made aggregate distributions of $7.5 million to holders of Legacy Interests and $63.7 million to holders of Percentage Interests. We received $23.9 million for our 37.5% Percentage Interest.
Selling, general, and administrative. Selling, general, and administrative expenses were $12.9 million for the three months ended March 31, 2024.
Net income. Consolidated net income for the quarter was $6.1 million. Net income attributable to noncontrolling interests totaled $3.8 million, resulting in net income attributable to the Company of $2.3 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, April 18, 2024 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 13746067. The telephonic replay will be available until 11:59 p.m. Eastern Time on April 27, 2024.
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 up to approximately 40,000 residential homes and up to 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; the impact of inflation and interest rates; our future revenues, costs and financial performance, including with respect to cash generation and profitability; and future demographics and market conditions, including housing supply levels, 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 March 31,
  2024 2023
REVENUES:
Land sales
$ 535  $ (25)
Land sales—related party
(3) 624 
Management services—related party
8,726  4,236 
Operating properties
677  866 
Total revenues
9,935  5,701 
COSTS AND EXPENSES:
Land sales
—  — 
Management services
3,896  2,366 
Operating properties
990  1,172 
Selling, general, and administrative
12,916  13,752 
Total costs and expenses
17,802  17,290 
OTHER INCOME (EXPENSE):
Interest income
3,225  836 
Miscellaneous
(5,907) (21)
Total other (expense) income (2,682) 815 
EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES 17,586  1,048 
INCOME (LOSS) BEFORE INCOME TAX PROVISION 7,037  (9,726)
INCOME TAX PROVISION (954) (8)
NET INCOME (LOSS) 6,083  (9,734)
LESS NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS 3,757  (5,198)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY $ 2,326  $ (4,536)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE
Basic
$ 0.03  $ (0.07)
Diluted
$ 0.03  $ (0.07)
WEIGHTED AVERAGE CLASS A SHARES OUTSTANDING
Basic
69,058,585  68,705,223 
Diluted
145,876,835  68,706,164 
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY PER CLASS B SHARE
Basic and diluted
$ 0.00  $ (0.00)
WEIGHTED AVERAGE CLASS B SHARES OUTSTANDING
Basic and diluted 79,233,544  79,233,544 

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FIVE POINT HOLDINGS, LLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except shares)
(Unaudited)
 
March 31, 2024 December 31, 2023
ASSETS
INVENTORIES
$ 2,250,070  $ 2,213,479 
INVESTMENT IN UNCONSOLIDATED ENTITIES
246,406  252,816 
PROPERTIES AND EQUIPMENT, NET
29,104  29,145 
INTANGIBLE ASSET, NET—RELATED PARTY
23,190  25,270 
CASH AND CASH EQUIVALENTS
232,684  353,801 
RESTRICTED CASH AND CERTIFICATES OF DEPOSIT
992  992 
RELATED PARTY ASSETS
81,759  83,970 
OTHER ASSETS
7,528  9,815 
TOTAL
$ 2,871,733  $ 2,969,288 
LIABILITIES AND CAPITAL
LIABILITIES:
Notes payable, net
$ 523,321  $ 622,186 
Accounts payable and other liabilities
77,853  81,649 
Related party liabilities
76,128  78,074 
Deferred income tax liability, net
7,975  7,067 
Payable pursuant to tax receivable agreement
173,351  173,208 
Total liabilities
858,628  962,184 
REDEEMABLE NONCONTROLLING INTEREST 25,000  25,000 
CAPITAL:
Class A common shares; No par value; Issued and outstanding: March 31, 2024—69,358,504 shares; December 31, 2023—69,199,938 shares
Class B common shares; No par value; Issued and outstanding: March 31, 2024—79,233,544 shares; December 31, 2023—79,233,544 shares
Contributed capital
592,227  591,606 
Retained earnings
91,106  88,780 
Accumulated other comprehensive loss
(2,327) (2,332)
Total members’ capital
681,006  678,054 
Noncontrolling interests
1,307,099  1,304,050 
Total capital
1,988,105  1,982,104 
TOTAL
$ 2,871,733  $ 2,969,288 


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


Liquidity
March 31, 2024
Cash and cash equivalents $ 232,684 
Borrowing capacity(1)
125,000 
Total liquidity $ 357,684 
(1) As of March 31, 2024, 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
March 31, 2024
Debt(1)
$ 524,994 
Total capital 1,988,105 
Total capitalization $ 2,513,099 
Debt to total capitalization 20.9  %
Debt(1)
$ 524,994 
Less: Cash and cash equivalents 232,684 
Net debt 292,310 
Total capital 1,988,105 
Total net capitalization $ 2,280,415 
Net debt to total capitalization(2)
12.8  %
(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.

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Segment Results
The following table reconciles the results of operations of our segments to our consolidated results for the three months ended March 31, 2024 (in thousands):
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 $ 535  $ —  $ 80,818  $ —  $ 81,353  $ —  $ 81,353  $ (80,818) $ 535 
Land sales—related party (3) —  11,891  —  11,888  —  11,888  (11,891) (3)
Management services—related party(2)
—  —  8,613  113  8,726  —  8,726  —  8,726 
Operating properties 509  168  —  2,549  3,226  —  3,226  (2,549) 677 
Total revenues 1,041  168  101,322  2,662  105,193  —  105,193  (95,258) 9,935 
COSTS AND EXPENSES:
Land sales —  —  29,958  —  29,958  —  29,958  (29,958) — 
Management services(2)
—  —  3,896  —  3,896  —  3,896  —  3,896 
Operating properties 990  —  —  976  1,966  —  1,966  (976) 990 
Selling, general, and administrative 3,194  1,135  2,939  1,029  8,297  8,587  16,884  (3,968) 12,916 
Management fees—related party —  —  8,162  —  8,162  —  8,162  (8,162) — 
Total costs and expenses 4,184  1,135  44,955  2,005  52,279  8,587  60,866  (43,064) 17,802 
OTHER INCOME (EXPENSE):
Interest income —  15  1,479  34  1,528  3,210  4,738  (1,513) 3,225 
Interest expense —  —  —  (694) (694) —  (694) 694  — 
Miscellaneous 24  —  —  —  24  (5,931) (5,907) —  (5,907)
Total other income (expense) 24  15  1,479  (660) 858  (2,721) (1,863) (819) (2,682)
EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES 16  —  —  —  16  —  16  17,570  17,586 
SEGMENT (LOSS) PROFIT/INCOME BEFORE INCOME TAX PROVISION (3,103) (952) 57,846  (3) 53,788  (11,308) 42,480  (35,443) 7,037 
INCOME TAX PROVISION —  —  —  —  —  (954) (954) —  (954)
SEGMENT (LOSS) PROFIT/NET INCOME $ (3,103) $ (952) $ 57,846  $ (3) $ 53,788  $ (12,262) $ 41,526  $ (35,443) $ 6,083 
(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.

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The table below reconciles the Great Park segment results to the equity in earnings from our investment in the Great Park Venture that is reflected in the condensed consolidated statements of operations for the three months ended March 31, 2024 (in thousands):
Segment profit from operations $ 57,846 
Less net income of management company attributed to the Great Park segment 4,717 
Net income of the Great Park Venture 53,129 
The Company’s share of net income of the Great Park Venture 19,923 
Basis difference amortization, net (2,266)
Equity in earnings from the Great Park Venture $ 17,657 
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 months ended March 31, 2024 (in thousands):
Segment loss from operations $ (3)
Less net income of management company attributed to the Commercial segment 113 
Net loss of the Gateway Commercial Venture (116)
Equity in loss from the Gateway Commercial Venture $ (87)

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