Quarterly Report (10-q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2018

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-38088

Five Point Holdings, LLC

(Exact name of registrant as specified in its charter)



Delaware		27-0599397
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
25 Enterprise, Suite 300 Aliso Viejo, California (Address of Principal Executive Offices)		92656 (Zip code)

(949) 349-1000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address, and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer	o		Accelerated filer	o
Non-accelerated filer	x	(Do not check if a smaller reporting company)	Smaller reporting company	o
			Emerging growth company	x

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. x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of October 31, 2018 , 66,504,137 Class A common shares and 79,145,487 Class B common shares were outstanding.

FIVE POINT HOLDINGS, LLC

TABLE OF CONTENTS

FORM 10-Q



		Page
	PART I. FINANCIAL INFORMATION
ITEM 1.	Financial Statements	1
	Unaudited Condensed Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017	1
	Unaudited Condensed Consolidated Statements of Operations for the three months and nine months ended September 30, 2018 and 2017	2
	Unaudited Condensed Consolidated Statements of Comprehensive Loss for the three months and nine months ended September 30, 2018 and 2017	3
	Unaudited Condensed Consolidated Statements of Capital for the nine months ended September 30, 2018 and 2017	4
	Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2018 and 2017	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	39
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	55
ITEM 4.	Controls and Procedures	56

	PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings	57
ITEM 1A.	Risk Factors	57
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	57
ITEM 3.	Defaults Upon Senior Securities	57
ITEM 4.	Mine Safety Disclosures	57
ITEM 5.	Other Information	57
ITEM 6.	Exhibits	58
	Signatures	59

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report 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. This report may contain forward-looking statements regarding: our expectations of our future revenues, costs and financial performance; future demographics and market conditions in the areas where our communities are located; the outcome of pending litigation and its effect on our operations; the timing of our development activities; and the timing of future real estate purchases or sales.

We caution you that any forward-looking statements presented in this report 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. We believe these risks and uncertainties include, but are not limited to, the following:


•	risks associated with the real estate industry;


•	downturns in economic conditions or demographic changes at the national, regional or local levels, particularly in the areas where our properties are located;


•	uncertainty and risks related to zoning and land use laws and regulations, including environmental planning and protection laws;


•	risks associated with development and construction projects;


•	adverse developments in the economic, political, competitive or regulatory climate of California;


•	loss of key personnel;


•	uncertainties and risks related to adverse weather conditions, natural disasters and climate change;


•	fluctuations in interest rates;


•	exposure to liability relating to environmental and health and safety matters;


•	exposure to litigation or other claims;


•	insufficient amounts of insurance or exposure to events that are either uninsured or underinsured;


•	intense competition in the real estate market and our ability to sell properties at desirable prices;


•	fluctuations in real estate values;


•	changes in property taxes;


•	risks associated with our trademarks, trade names and service marks;


•	risks associated with our joint venture with The Macerich Company;


•	conflicts of interest with our directors;


•	general volatility of the capital and credit markets and the price of our Class A common shares; and


•	risks associated with public or private financing or the unavailability thereof.

Please see Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2017, for a more detailed discussion of these and other risks.

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 of this report. 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.

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

FIVE POINT HOLDINGS, LLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except shares)

(Unaudited)



	September 30, 2018			December 31, 2017
ASSETS
INVENTORIES	$	1,628,113		$	1,425,892
INVESTMENT IN UNCONSOLIDATED ENTITIES	542,880			530,007
PROPERTIES AND EQUIPMENT, NET	29,869			29,656
ASSETS HELD FOR SALE, NET	—			4,519
INTANGIBLE ASSET, NET—RELATED PARTY	97,212			127,593
CASH AND CASH EQUIVALENTS	594,908			848,478
RESTRICTED CASH AND CERTIFICATES OF DEPOSIT	1,403			1,467
RELATED PARTY ASSETS	55,049			3,158
OTHER ASSETS	9,433			7,585
TOTAL	$	2,958,867		$	2,978,355

LIABILITIES AND CAPITAL
LIABILITIES:
Notes payable, net	$	556,707		$	560,618
Accounts payable and other liabilities	186,488			167,620
Liabilities related to assets held for sale	—			5,363
Related party liabilities	178,675			186,670
Payable pursuant to tax receivable agreement	168,027			152,475
Total liabilities	1,089,897			1,072,746

COMMITMENTS AND CONTINGENT LIABILITIES (Note 12)
CAPITAL:
Class A common shares; No par value; Issued and outstanding: 2018—66,504,137 shares; 2017—62,314,850 shares
Class B common shares; No par value; Issued and outstanding: 2018—79,145,487 shares; 2017—81,463,433 shares
Contributed capital	551,905			530,015
Retained earnings	48,114			57,841
Accumulated other comprehensive loss	(2,530		)	(2,455		)
Total members’ capital	597,489			585,401
Noncontrolling interests	1,271,481			1,320,208
Total capital	1,868,970			1,905,609
TOTAL	$	2,958,867		$	2,978,355

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

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,
	2018			2017			2018			2017
REVENUES:
Land sales	$	70		$	2,655		$	122		$	7,859
Land sales—related party	225			693			667			85,551
Management services—related party	11,159			5,466			34,366			16,417
Operating properties	1,534			2,805			5,890			7,341
Total revenues	12,988			11,619			41,045			117,168
COSTS AND EXPENSES:
Land sales	90			1,641			180			83,755
Management services	6,684			2,572			20,536			7,878
Operating properties	1,027			3,115			4,524			8,307
Selling, general, and administrative	26,220			37,450			83,831			92,605
Total costs and expenses	34,021			44,778			109,071			192,545
OTHER INCOME:
Adjustment to payable pursuant to tax receivable agreement	—			—			1,928			—
Interest income	3,062			—			8,719			—
Miscellaneous	60			23			8,472			69
Total other income	3,122			23			19,119			69
EQUITY IN (LOSS) EARNINGS FROM UNCONSOLIDATED ENTITIES	(4,028		)	22,825			1,368			17,584
LOSS BEFORE INCOME TAX BENEFIT	(21,939		)	(10,311		)	(47,539		)	(57,724		)
INCOME TAX BENEFIT	—			—			—			—
NET LOSS	(21,939		)	(10,311		)	(47,539		)	(57,724		)
LESS NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS	(11,920		)	(5,844		)	(27,128		)	(35,632		)
NET LOSS ATTRIBUTABLE TO THE COMPANY	$	(10,019	)	$	(4,467	)	$	(20,411	)	$	(22,092	)

NET LOSS ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE
Basic	$	(0.15	)	$	(0.07	)	$	(0.31	)	$	(0.45	)
Diluted	$	(0.15	)	$	(0.07	)	$	(0.33	)	$	(0.45	)
WEIGHTED AVERAGE CLASS A SHARES OUTSTANDING
Basic	65,740,931			62,946,348			64,736,942			51,024,766
Diluted	65,740,931			62,946,348			144,872,638			51,024,766
NET 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	79,145,487			81,463,433			80,111,663			77,944,525

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

FIVE POINT HOLDINGS, LLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

(Unaudited)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
NET LOSS	$	(21,939	)	$	(10,311	)	$	(47,539	)	$	(57,724	)
OTHER COMPREHENSIVE INCOME:
Reclassification of actuarial loss on defined benefit pension plan included in net loss	33			28			76			84
Other comprehensive income before taxes	33			28			76			84
INCOME TAX PROVISION RELATED TO OTHER COMPREHENSIVE INCOME	—			—			—			—
OTHER COMPREHENSIVE INCOME—Net of tax	33			28			76			84
COMPREHENSIVE LOSS	(21,906		)	(10,283		)	(47,463		)	(57,640		)
LESS COMPREHENSIVE LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS	(11,907		)	(5,832		)	(27,098		)	(35,595		)
COMPREHENSIVE LOSS ATTRIBUTABLE TO THE COMPANY	$	(9,999	)	$	(4,451	)	$	(20,365	)	$	(22,045	)

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

FIVE POINT HOLDINGS, LLC

CONDENSED CONSOLIDATED STATEMENTS OF CAPITAL

(In thousands, except share amounts)

(Unaudited)



	Class A Common Shares		Class B Common Shares		Contributed Capital			Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Loss			Total Members’ Capital			Noncontrolling Interests			Total Capital
BALANCE - December 31, 2017	62,314,850		81,463,433		$	530,015		$	57,841		$	(2,455	)	$	585,401		$	1,320,208		$	1,905,609
Adoption of accounting standards	—		—		—			10,684			—			10,684			13,961			24,645
Net loss	—		—		—			(20,411		)	—			(20,411		)	(27,128		)	(47,539		)
Share-based compensation expense	—		—		8,790			—			—			8,790			—			8,790
Reacquisition of share-based compensation awards for tax-withholding purposes	(68,886	)	—		(5,131		)	—			—			(5,131		)	—			(5,131		)
Settlement of restricted share units for Class A shares of common stock	319,783		—		—			—			—			—			—			—
Issuance of share-based compensation awards, net of forfeitures	1,619,752		—		—			—			—			—			—			—
Other comprehensive income—net of tax of $0	—		—		—			—			46			46			30			76
Redemption of noncontrolling interests	2,318,638		(2,317,946	)	26,765			—			(90		)	26,675			(26,675		)	—
Adjustment to liability recognized under tax receivable agreement—net of tax of $0	—		—		(17,480		)	—			—			(17,480		)	—			(17,480		)
Adjustment of noncontrolling interest in the Operating Company	—		—		8,946			—			(31		)	8,915			(8,915		)	—
BALANCE - September 30, 2018	66,504,137		79,145,487		$	551,905		$	48,114		$	(2,530	)	$	597,489		$	1,271,481		$	1,868,970

BALANCE - December 31, 2016	37,426,008		74,320,576		$	260,779		$	(15,394	)	$	(2,469	)	$	242,916		$	1,265,197		$	1,508,113
Net loss	—		—		—			(22,092		)	—			(22,092		)	(35,632		)	(57,724		)
Share-based compensation expense	—		—		13,806			—			—			13,806			—			13,806
Reacquisition of share-based compensation for tax-withholding purposes	—		—		(6,480		)	—			—			(6,480		)	—			(6,480		)
Settlement of restricted share units for Class A shares of common stock	285,670		—		—			—			—			—			—			—
Issuance of share-based compensation awards	453,172		—		—			—			—			—			—			—
Issuance of Class A common shares in initial public offering—net of underwriting discount and offering costs of $21,294	24,150,000		—		316,806			—			—			316,806			—			316,806
Issuance of Class A Common Units and related sale of Class B common shares in private placement	—		7,142,857		45			—			—			45			100,000			100,045
Adjustment to liability recognized under tax receivable agreement—net of tax of $0	—		—		(56,216		)	—			—			(56,216		)	—			(56,216		)
Other comprehensive income—net of tax of $0	—		—		—			—			47			47			37			84
Adjustment of Noncontrolling interest in the Operating Company	—		—		(3,340		)	—			(408		)	(3,748		)	3,748			—
BALANCE - September 30, 2017	62,314,850		81,463,433		$	525,400		$	(37,486	)	$	(2,830	)	$	485,084		$	1,333,350		$	1,818,434

See accompanying notes to unaudited condensed consolidated financial statements.

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FIVE POINT HOLDINGS, LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited )



	Nine Months Ended September 30,
	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(47,539	)	$	(57,724	)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity in earnings from unconsolidated entities	(1,368		)	(17,584		)
Depreciation and amortization	11,743			1,342
Noncash adjustment of payable pursuant to tax receivable agreement	(1,928		)	—
Gain on sale of golf course operating properties	(6,700		)	—
Gain on insurance proceeds for damaged property	(1,566		)	—
Share-based compensation	8,790			13,881
Changes in operating assets and liabilities:
Inventories	(210,427		)	(31,361		)
Related party assets	(11,797		)	47,983
Other assets	(1,279		)	(826		)
Accounts payable and other liabilities	20,874			49,149
Related party liabilities	1,490			(34,023		)
Net cash used in operating activities	(239,707		)	(29,163		)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the maturity of marketable securities	—			45,210
Purchase of marketable securities	—			(25,233		)
Contribution to Gateway Commercial Venture	(8,438		)	(106,500		)
Purchase of indirect Legacy Interest in Great Park Venture—related party	(1,762		)	—
Proceeds from sale of golf course operating property	5,685			—
Proceeds from insurance on damaged property	1,749			—
Cash from former San Francisco Venture members in relation to Formation Transactions	—			30,000
Purchase of properties and equipment	(1,030		)	(187		)
Net cash used in investing activities	(3,796		)	(56,710		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds of Initial Public Offering of Class A common shares—net of underwriting discounts of $18,402	—			319,698
Proceeds of Class B common share offering	—			45
Proceeds from issuance of Class A Common Units in private placement	—			100,000
Principal payment on settlement note	(5,000		)	—
Payment of equity offering costs	—			(2,499		)
Reacquisition of share-based compensation awards for tax-withholding purposes	(5,131		)	(6,480		)
Payment of financing costs	—			(385		)
Net cash (used in) provided by financing activities	(10,131		)	410,379
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	(253,634		)	324,506
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period	849,945			64,647
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period	$	596,311		$	389,153

SUPPLEMENTAL CASH FLOW INFORMATION (Note 13)

See accompanying notes to unaudited condensed consolidated financial statements.

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FIVE POINT HOLDINGS, LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BUSINESS AND ORGANIZATION

Five Point Holdings, LLC, a Delaware limited liability company (the “Holding Company” and, together with its consolidated subsidiaries, the “Company”), is an owner and developer of mixed-use, master-planned communities in California. The Holding Company owns all of its assets and conducts all of its operations through Five Point Operating Company, LP, a Delaware limited partnership (the “Operating Company”), and its subsidiaries. The Holding Company was formed on July 21, 2009. Prior to May 2, 2016, the Holding Company was named Newhall Holding Company, LLC and was primarily engaged in the planning and development of Newhall Ranch, a master-planned community located in northern Los Angeles County, California. On May 2, 2016, the Company completed a series of transactions (the “Formation Transactions”) pursuant to a Second Amended and Restated Contribution and Sale Agreement (the “Contribution and Sale Agreement”), the principal organizational elements of which were that the Company acquired:


•	an interest in, and became the managing member of, The Shipyard Communities, LLC, a Delaware limited liability company (the “San Francisco Venture”), which is developing the Candlestick Point and The San Francisco Shipyard communities in San Francisco, California;


•	a 37.5% percentage interest in Heritage Fields LLC, a Delaware limited liability company (the “Great Park Venture”), which is developing Great Park Neighborhoods in Irvine, California; and


•	all of the Class A interests in Five Point Communities, LP, a Delaware limited partnership (“FP LP”), and all of the shares of its general partner, Five Point Communities Management, Inc., a Delaware corporation (“FP Inc.” and together with FP LP, the “Management Company”), which have historically managed the development of Great Park Neighborhoods and Newhall Ranch.

In August 2017, the Company acquired a 75% interest in Five Point Office Venture Holdings I, LLC, a Delaware limited liability company (the “Gateway Commercial Venture”), which owns approximately 73 acres of commercial land in the Great Park Neighborhoods, on which four buildings have been newly constructed with an aggregate of approximately one million square feet of research and development and office space (the “Five Point Gateway Campus”).

Initial Public Offering

On May 15, 2017, the Holding Company completed an initial public offering (“IPO”) and sold 24,150,000 Class A common shares at a public offering price of $14.00 per share, which included 3,150,000 shares pursuant to the full exercise by the underwriters of their over-allotment option, resulting in gross proceeds of $338.1 million . The Holding Company used the net proceeds of the IPO to purchase 24,150,000 Class A Common Units of the Operating Company. The aggregate net proceeds to the Company after deducting underwriting discounts and commissions and before offering expenses payable by the Company, was $319.7 million .

Concurrent with the IPO, the Company completed a private placement with an affiliate of Lennar Corporation (“Lennar”) in which the Operating Company sold 7,142,857 Class A Common Units of the Operating Company at a price per unit equal to the IPO public offering price per share, and the Holding Company sold an equal number of Class B common shares at a price of $0.00633 per share. There were no underwriting fees, discounts or commissions, and aggregate proceeds from the private placement were $100.0 million . The Holding Company used the proceeds from the sale of the Class B common shares to purchase 7,142,857 Class B Common Units of the Operating Company at a price of $0.00633 per unit.

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The diagram below presents a simplified depiction of the Company’s current organizational structure as of September 30, 2018 :

(1) A wholly owned subsidiary of the Holding Company serves as the sole managing general partner of the Operating Company. As of September 30, 2018 , the Company owned approximately 61.5% of the outstanding Class A Common Units of the Operating Company. After a one year holding period, a holder of Class A Common Units of the Operating Company can exchange the units for, at the Company’s option, either Class A common shares of the Holding Company, on a one -for-one basis, or cash equal to the fair market value of such shares. Assuming the exchange of all outstanding Class A Common Units of the Operating Company, and all outstanding Class A units of the 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 31, 2018 ( $7.60 ), the equity market capitalization of the Company was approximately $1.1 billion .

(2) The Operating Company owns all of the outstanding Class B units of the San Francisco Venture. The Class A units of the San Francisco Venture, which the Operating Company does not own, are intended to be economically equivalent to Class A Common Units of the Operating Company. As the holder of all outstanding Class B units, the Operating Company is entitled to receive 99% of available cash from the San Francisco Venture after the holders of Class A units in the San Francisco Venture have received distributions equivalent to the distributions, if any, paid on Class A Common Units of the Operating Company. Class A units of the San Francisco Venture can be exchanged, on a one -for-one basis, for Class A Common Units of the Operating Company.

(3) Together, the Operating Company and the Management Company own 100% of Five Point Land, LLC, a Delaware limited liability company (“FPL”), the entity developing Newhall Ranch. The Operating Company has a controlling interest in the Management Company.

(4) Interests in the Great Park Venture are either “Percentage Interests” or “Legacy Interests.” Holders of the Legacy Interests are entitled to receive priority distributions in an amount equal to $565.0 million , of which $355.0 million had been distributed as of October 31, 2018 . The Company owns a 37.5% Percentage Interest in the Great Park Venture and serves as its administrative member. However, management of the 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

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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 in its consolidated financial statements.

(5) The Company owns a 75% interest in the Gateway Commercial Venture and serves as its manager. 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 in its consolidated financial statements.

2. 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, 2017. In the opinion of management, all adjustments (including normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the full year.

Use of estimates —The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Management evaluates its estimates on an ongoing basis and makes revisions to these estimates and related disclosures as experience develops or new information becomes known. Actual results could differ from those estimates.

Miscellaneous other income —Miscellaneous other income consisted of the following (in thousands):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Gain on sale of golf club operating property	$	—	$	—	$	6,700	$	—
Gain on insurance claims	16		—		1,566		—
Net periodic pension benefit	44		23		206		69
Total miscellaneous other income	$	60	$	23	$	8,472	$	69

Recently issued accounting pronouncements —In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU No. 2018-07”) which simplifies the accounting of share-based payments granted to nonemployees for goods and services. Under ASU No. 2018-07, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. One of the more significant changes under the new guidance is related to the determination of the measurement date. The measurement date is generally the date on which the measurement of equity-classified share-based payments becomes fixed. ASU No. 2018-07 eliminates the existing guidance in ASC

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505-50, Equity-Based Payments to Nonemployees, on determining the measurement date for nonemployee share-based payment arrangements and aligns the guidance on measurement date with employee equity-classified awards, which generally is the grant date. ASU No. 2018-07 generally requires an entity to use a modified retrospective transition approach, with a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption, for all (1) liability-classified nonemployee awards that have not been settled as of the adoption date and (2) equity-classified nonemployee awards for which a measurement date has not been established. The amendments in ASU No. 2018-07 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years and early adoption is permitted. The Company is currently evaluating the impact of adopting ASU No. 2018-07 on its consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU No. 2016-02”). This ASU requires that lessees recognize assets and liabilities for all leases with lease terms greater than twelve months on the balance sheet and also requires improved disclosures to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases. This update is effective for public entities in fiscal years beginning after December 15, 2018, including interim reporting periods within those fiscal years. The FASB has issued multiple clarifications and updates since ASU No. 2016-02 that include, but is not limited to, the ability to elect practical expedients upon transition.

The Company plans to adopt ASU No. 2016-02 retrospectively at the beginning of 2019 through a cumulative-effect adjustment. Consequently, comparative prior periods presented in financial statements after adoption will continue to be in accordance with current U.S. GAAP (Topic 840, Leases). The Company plans to elect the following available practical expedients: 1) a package of practical expedients, whereby the Company will not have to reassess whether existing contracts contain leases, lease classification of existing leases and initial direct costs associated with those leases, 2) exclude recognition of short term leases on balance sheet, and 3) not separate lease and nonlease components for both lessee and lessor leases. The Company is currently evaluating its population of lease agreements to assess the impact the adoption of the new standard will have to the Company’s consolidated financial statements. Until the evaluation is complete, the Company cannot determine the full impact the new standard will have on the consolidated financial statements, however, the Company expects to recognize, as a lessee, lease liabilities and right-of-use assets associated with leased office spaces that are currently classified as operating leases. The Company is also in the process of designing new processes and controls to implement during the transition period and thereafter, including those related to selecting a discount rate when measuring a lease liability.

In June 2016, the FASB issued ASU No. 2016-13, Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU No. 2016-13”) which amends the guidance on the impairment of financial instruments, including most debt instruments, trade receivables and loans. ASU No. 2016-13 adds to U.S. GAAP an impairment model known as the current expected credit loss model that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses for instruments measured at amortized cost, resulting in a net presentation of the amount expected to be collected on the financial asset. ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is currently evaluating the impact of adopting ASU No. 2016-13 on its consolidated financial statements.

Recently adopted accounting pronouncements —In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU No. 2014-09”), which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted ASU No. 2014-09 and the related ASUs that formed Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers , on January 1, 2018 using the modified retrospective approach with the cumulative effect recorded as an adjustment to opening capital. The new guidance was applied to contracts not completed at the transition date. Results for reporting periods beginning after January 1, 2018 are presented under ASC Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with historic accounting under ASC Topic 605, Revenue Recognition, and other industry specific guidance.

The impact of adopting the new guidance primarily relates to (i) the recognition of variable incentive compensation consideration associated with the Company’s development management agreement with the Great Park Venture, which previously was recognized when contingencies associated with the amount and timing of the

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consideration were resolved, but under the new guidance estimates of the amount of variable consideration that the Company expects to be entitled to receive in revenue are recognized over time as management services are provided; (ii) the recognition of variable consideration from land sale contracts in the form of revenue or profit participation and marketing fees received from homebuilders, which historically have been recognized as revenue in the period in which the contingencies associated with the amount and timing of the consideration were resolved, but under the new guidance estimates of the amount of variable consideration that the Company expects to be entitled to receive in revenue, if any, are recognized at the time of land sale; (iii) the timing of revenue recognition from land sales or agriculture crop sales resulting from additional clarity in determining that the performance obligation to the customer is complete when control of the land or crop has been transferred to the customer; (iv) the impact of adoption of ASU No. 2014-09 by the Company’s unconsolidated entities; and (v) the requirement to provide more robust disclosure on the nature of the Company’s transactions, the economic substance of the arrangements and the judgments involved.

The cumulative effect of the changes made to the Company’s consolidated January 1, 2018 balance sheet from the adoption of the new revenue guidance were as follows (in thousands):



	Balance at December 31, 2017		Adjustments due to ASU No. 2014-09			Balance at January 1, 2018
ASSETS
Inventories	$	1,425,892	$	(9,457	)	$	1,416,435
Investment in unconsolidated entities	530,007		3,067			533,074
Intangible asset, net—related party	127,593		(19,220		)	108,373
Related party assets	3,158		38,332			41,490
Other assets	7,585		716			8,301
LIABILITIES
Accounts payable and other liabilities	167,620		(1,722		)	165,898
Related party liabilities	186,670		(9,485		)	177,185
CAPITAL
Retained earnings	57,841		10,684			68,525
Noncontrolling interests	1,320,208		13,961			1,334,169

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) (“ASU No. 2016-15”) which amends the guidance in ASC Topic 230, Statement of Cash Flows , on the classification of certain cash receipts and payments in the statement of cash flows. The primary purpose of ASU No. 2016-15 is to reduce the diversity in practice that has resulted from the lack of consistent principles on this topic. The Company adopted ASU No. 2016-15 effective January 1, 2018 retrospectively with no material impact on the Company’s condensed consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the Emerging Issues Task Force) (“ASU No. 2016-18”) which requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flow. The Company adopted this guidance on January 1, 2018 retrospectively and as a result included restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts presented on the condensed consolidated statement of cash flows.

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The effect of the changes made to the Company’s condensed consolidated statement of cash flow line items from the adoption of ASU No. 2016-18 were as follows (in thousands):



	Nine Months Ended September 30, 2017
	As Previously Reported		Adjustments due to ASU No. 2016-18			As Adjusted
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease in restricted cash and certificates of deposits	$	45	$	(45	)	$	—
NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	324,551		(45		)	324,506
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period	62,304		2,343			64,647
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period	386,855		2,298			389,153

In March 2017, the FASB issued ASU No. 2017-07, Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (“ASU No. 2017-07”) which amends the guidance for the income statement presentation of the components of net periodic benefit cost for an entity’s sponsored defined benefit pension and other postretirement plans. ASU No. 2017-07 requires entities to report non-service-cost components of net periodic benefit cost outside of income from operations. The Company adopted ASU No. 2017-07 effective January 1, 2018, retrospectively, which resulted in reclassifying net periodic pension benefit of $23,000 and $69,000 from selling, general, and administrative expenses to miscellaneous other income on the condensed consolidated statement of operations for the three and nine months ended September 30, 2017, respectively.

In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU No. 2017-09”) . ASU No. 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in ASC Topic 718, Compensation - Stock Compensation . The Company adopted the amendments of ASU No. 2017-09 effective January 1, 2018 prospectively with no material impact on the Company’s condensed consolidated financial statements.

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3. REVENUES

The application of the new revenue standard had the following impacts to the financial statement line items in the Company’s condensed consolidated financial statements (in thousands):



Statement of Operations
	Three Months Ended September 30, 2018									Nine Months Ended September 30, 2018
	As Reported			Balances without Adoption of ASC 606			Effect of Change			As Reported			Balances without Adoption of ASC 606			Effect of Change
REVENUES:
Land sales	$	70		$	148		$	(78	)	$	122		$	323		$	(201	)
Land sales—related party	225			101			124			667			488			179
Management services—related party	11,159			5,780			5,379			34,366			18,107			16,259
Operating properties	1,534			1,506			28			5,890			4,574			1,316
COSTS AND EXPENSES:
Land sales	90			90			—			180			119			61
Management services	6,684			2,964			3,720			20,536			9,375			11,161
Operating properties	1,027			1,084			(57		)	4,524			3,931			593
EQUITY IN (LOSS) EARNINGS FROM UNCONSOLIDATED ENTITIES	(4,028		)	(3,306		)	(722		)	1,368			801			567
NET LOSS	(21,939		)	(23,007		)	1,068			(47,539		)	(53,844		)	6,305
NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS	(11,920		)	(12,407		)	487			(27,128		)	(30,726		)	3,598
NET LOSS ATTRIBUTABLE TO THE COMPANY	(10,019		)	(10,600		)	581			(20,411		)	(23,118		)	2,707



Balance Sheet
	September 30, 2018
	As Reported		Balances without Adoption of ASC 606		Effect of Change
ASSETS
Inventories	$	1,628,113	$	1,630,659	$	(2,546	)
Investment in unconsolidated entities	542,880		539,246		3,634
Intangible asset, net—related party	97,212		127,593		(30,381		)
Related party assets	55,049		7,063		47,986
Other assets	9,433		8,071		1,362
LIABILITIES
Accounts payable and other liabilities	186,488		188,087		(1,599		)
Related party liabilities	178,675		187,971		(9,296		)
CAPITAL
Retained earnings	48,114		34,723		13,391
Noncontrolling interest	1,271,481		1,253,922		17,559

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As a result of applying the new revenue standard, there was no impact to the Company’s operating, investing or financing activities in the condensed consolidated statement of cash flows other than a change to net loss and therefore a corresponding impact on the reconciling items to arrive at the net cash used in operating activities.

Revenues are recognized when control of the promised goods (i.e. land) or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

At contract inception, the Company assesses the goods and services promised in its contract with its customers and identifies a performance obligation for each promise to transfer to the customer a good or service (or a series of services) that is distinct. Identified performance obligations are assessed by considering implicit and explicitly stated promises. For the distinct performance obligation related to land sales, the Company typically satisfies the performance obligations at a point in time, upon transferring control of the land (when title passes at the close of escrow). The customer is able to direct the use of, control, and obtain substantially all of the benefits from the land when title passes. For the distinct performance obligation related to management services, which is comprised of a series of distinct services that are substantially the same and that have the same pattern of transfer to the customer, the Company typically satisfies the performance obligations over time as services are rendered. The customer consumes the benefits of the management services as the performance obligation is satisfied over time. The following tables present the Company’s consolidated revenues disaggregated by revenue source and reporting segment (see Note 14) (in thousands):



	Three Months Ended September 30, 2018
	Newhall		San Francisco		Great Park		Commercial		Total
Land sales	$	74	$	221	$	—	$	—	$	295
Management services	—		689		9,833		637		11,159
Operating properties	600		180		—		—		780
	674		1,090		9,833		637		12,234
Operating properties leasing revenues	754		—		—		—		754
	$	1,428	$	1,090	$	9,833	$	637	$	12,988



	Nine Months Ended September 30, 2018
	Newhall		San Francisco		Great Park		Commercial		Total
Land sales	$	126	$	663	$	—	$	—	$	789
Management services	—		3,741		29,808		817		34,366
Operating properties	3,392		548		—		—		3,940
	3,518		4,952		29,808		817		39,095
Operating properties leasing revenues	1,950		—		—		—		1,950
	$	5,468	$	4,952	$	29,808	$	817	$	41,045

Contract balances are recorded on the condensed consolidated balance sheet in related party assets and other assets for receivables from customers and contract assets (unbilled receivables) depending on if the customer is a related party. Similarly, contract liabilities (deferred revenue) are included in accounts payable and other liabilities and related party liabilities. When the timing of the Company’s satisfaction of a performance obligation is different from the timing of the payments made by customers, the Company recognizes either a contract asset or a contract liability. Contract assets typically consist of the Company’s estimate of contingent or variable consideration that has been included in the transaction price and recognized as revenue before the contractual payment is due

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. Contract liabilities typically consist of payments received by the Company prior to the Company satisfying the associated performance obligation.

Consideration in the form of contingent incentive compensation from the Company’s development management agreement with the Great Park Venture is recognized as revenue as services are provided over the expected contract term, although contractual payments are due in connection with distributions made to the members of the Great Park Venture. The Company includes in the transaction price an estimate of incentive compensation only to the extent that a significant reversal of revenue is not probable. In some of its development management agreements, the Company receives compensation equal to the actual general and administrative costs incurred by the Company’s project team. In these circumstances, the Company acts as the principal and recognizes management fee revenues on these reimbursements in the same period that these costs are incurred because the amount to which the Company has the right to invoice corresponds directly with the value consumed by the customer for the Company’s performance to date.

Additionally, the Company’s land sale contracts may include contingent amounts of variable consideration in the form of revenue or profit participation and marketing fees received from the homebuilders in amounts that are determined from the sales price or profitability of the sold homes. Estimates of such variable consideration that the Company expects to be entitled to receive from the homebuilder, if any, is recognized as revenue and a contract asset at the time of land sale, although payments are received in future periods when homebuilders complete home sales. Changes in estimates of variable components of transaction prices, including estimates of variable consideration that are constrained, could result in cumulative catch-up adjustments to revenue that may result in an increase or decrease to contract assets in future periods.

The opening and closing balances of the Company’s contract assets for the nine months ended September 30, 2018 were $39.0 million and $49.0 million , respectively. The increase of $10.0 million between the opening and closing balances of the Company’s contract assets primarily results from an increase of $17.0 million during the nine months ended September 30, 2018 as a result of a timing difference between the Company’s recognition of revenue earned for the performance of management services and contractual payments due from the customer during the period. Offsetting such increase was the derecognition of $7.0 million , representing variable cash consideration related to a land sale from a previous period. During the three months ended September 30, 2018, the Company relinquished its rights to the variable consideration in favor of additional entitlements transferred from the buyer that can be used at the Candlestick Point and The San Francisco Shipyard communities. The total transaction price for this purchase and sale agreement did not change as a result of the changes to the consideration components. The Company’s opening and closing contract liabilities for the nine months ended September 30, 2018 were insignificant.

As of September 30, 2018 , the aggregate amount of the transaction price allocated to the Company’s partially unsatisfied performance obligations associated with the development management agreement with the Great Park Venture was $65.7 million . The Company will recognize this revenue ratably as services are provided over the expected contract term, which terminates in December 2021, unless extended by mutual agreement by both the Company and the Great Park Venture. At each reporting period the Company will reassess the estimate of the amount of variable consideration the Company is expected to be entitled to such that it is probable that a significant reversal will not occur. Significant judgment is involved in management’s estimate of the amount of variable consideration included in the transaction price. In making this estimate, management utilizes projected cash flows of the operations of the Great Park Venture. These cash flows are significantly affected by estimates and assumptions related to market supply and demand, the local economy, projected pace of sales of homesites, pricing and price appreciation over the estimated selling period, the length of the estimated development and selling periods, remaining development, general, and administrative costs, and other factors. When changes in the estimate occur, a cumulative catch-up will be recorded in the period and the transaction price allocated to the unsatisfied performance obligation will be adjusted. The Company applies the disclosure exemptions associated with remaining performance obligations for contracts with an original expected term of one year or less, contracts for which revenue is recognized in proportion to the amount of services performed and variable consideration that is allocated to wholly unsatisfied performance obligations for services that form part of a series of services.

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4. ACQUISITIONS AND DISPOSALS

On May 2, 2016, the Company completed the Formation Transactions pursuant to the Contribution and Sale Agreement (see Note 1), in which the Company acquired a controlling financial interest in the San Francisco Venture and the Management Company. The acquisitions and the Company’s concurrent investment in the Great Park Venture (see Note 5) transformed the Company into an owner, manager and developer of real estate at three locations. In accordance with ASC 805, Business Combinations , the Company has recorded the acquired assets (including identifiable intangible assets) and liabilities at their respective fair values as of the date of the Contribution and Sale Agreement.

The Company was a party to a cost sharing agreement related to the transactions that were consummated through the Contribution and Sale Agreement in which financial advisory, legal, accounting, tax and other consulting services were shared between the Company, the San Francisco Venture, the Great Park Venture and the Management Company. The Management Company acted as the administrative agent for all the parties.

The San Francisco Venture Acquisition

On May 2, 2016, immediately prior to completion of the Formation Transactions, the San Francisco Venture completed a separation transaction (the “Separation Transaction”) pursuant to an Amended and Restated Separation and Distribution Agreement (“Separation Agreement”) in which the equity interests in a subsidiary of the San Francisco Venture known as CPHP Development, LLC (“CPHP”) were distributed directly to the members of the San Francisco Venture: (i) an affiliate of Lennar and (ii) an affiliate of Castlelake, LP (“Castlelake”). The principal terms of the Separation Agreement include the following:

• CPHP was transferred certain acres of land where homes were being built, as well as all responsibility for current and future residential construction on the land;

• Once a final subdivision map is recorded, title to a parking structure parcel at Candlestick Point (the “CP Parking Parcel”) will be conveyed to CPHP, and CPHP will assume the obligation to construct the parking structure and certain other improvements at Candlestick Point;

• CPHP was transferred the membership interest in Candlestick Retail Member, LLC, (“Mall Venture Member”), the entity that has entered into a joint venture (“Mall Venture”) with CAM Candlestick LLC (the “Macerich Member”) to build a fashion outlet retail shopping center (“Retail Project”) above and adjacent to the parking structure that CPHP is to construct on the CP Parking Parcel;

• Once a final subdivision map is recorded, the San Francisco Venture will convey to the Mall Venture the property on which the Retail Project will be built (the “Retail Project Property”); and

• CPHP assumed all of the vertical construction loans and EB-5 loan liabilities of the San Francisco Venture, subject to a reimbursement agreement for the portion of the EB-5 loans that were used to fund development of the portions of Candlestick Point and The San Francisco Shipyard that were not transferred to CPHP.

Concurrent with and pursuant to the terms and conditions of the Contribution and Sale Agreement, the limited liability company agreement of the San Francisco Venture was amended and restated to reflect among other things (1) the conversion of the existing members’ interest into Class A units of the San Francisco Venture that are redeemable, at the holder’s option, subject to certain conditions, for Class A Common Units of the Operating Company, (2) the creation of Class B units of the San Francisco Venture and (3) the appointment of the Operating Company as the manager of the San Francisco Venture. In exchange for 378,578 of its Class A Common Units, the Operating Company acquired 378,578 Class A units of the San Francisco Venture that automatically converted into an equal number of Class B units of the San Francisco Venture. As the holder of all the outstanding Class B units of the San Francisco Venture, the Operating Company owns interests that entitle it to receive 99% of all distributions from the San Francisco Venture after the holders of Class A units of the San Francisco Venture have received distributions equivalent to the distributions, if any, paid on the Class A Common Units of the Operating Company. The Company has a controlling financial interest and consolidates the accounts of the San Francisco Venture and reports noncontrolling interest attributed to the outstanding Class A units of the San Francisco Venture.

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The equity issued for the San Francisco Venture consisted of the following (in thousands, except unit and per unit amounts):



Class A Common Units of the Operating Company	378,578
Class A units of the San Francisco Venture (exchangeable for Class A Common Units in the Operating Company)	37,479,205
Total units issued/issuable in consideration	37,857,783
Estimated fair value per Class A Common Unit of the Operating Company	$	23.61
Total equity consideration	$	893,856
Add: contingent consideration	64,870
Less: capital commitment from seller	(120,000		)
Total consideration issued for the San Francisco Venture	$	838,726

The estimated fair value per Class A Common Unit of the Operating Company was determined using a discounted cash flow method projected for the Operating Company to determine a per unit enterprise value as of the acquisition date. As the Class A units of the San Francisco Venture are exchangeable on a one -for-one basis for Class A Common Units of the Operating Company, it was determined that the value of a Class A unit of the San Francisco Venture is substantially equal to the value of a Class A Common Unit of the Operating Company. The fair value of the noncontrolling interest represented by the Class A units of the San Francisco Venture held by affiliates of Lennar and Castlelake is calculated as the product of the value of a Class A unit of the San Francisco Venture and the number of Class A units of the San Francisco Venture outstanding.

Contingent consideration consists of the San Francisco Venture’s obligation (through a subsidiary) to convey the Retail Project Property to the Mall Venture and the CP Parking Parcel to CPHP. The Retail Project Property is to be conveyed pursuant to a development and acquisition agreement, dated November 13, 2014, between the Mall Venture and the San Francisco Venture’s subsidiary (the “Mall DAA”). The former owners of the San Francisco Venture retained the rights to 49.9% of the equity ownership in the Mall Venture through the Separation Agreement. Therefore, the conveyance of the Retail Project Property to the Mall Venture represents additional consideration to the former owners, contingent upon the San Francisco Venture obtaining the appropriate governmental approvals required to subdivide and convey the Retail Project Property.

In connection with the Separation Transaction, the former owners agreed to make an aggregate capital commitment to the San Francisco Venture of $120.0 million , payable to the San Francisco Venture in four equal installments, with the first installment paid on May 2, 2016 and the second, third and fourth installments payable within 90 , 180 and 270 days thereafter. The second and third installments were paid and received by the San Francisco Venture on August 5, 2016 and November 3, 2016, respectively, and the fourth installment was received on February 2, 2017. The $120.0 million capital commitment from the selling members was determined to be an adjustment to purchase consideration since the amount is a cash inflow to the Company from the former owners of the San Francisco Venture in relation to the acquisition, thereby reducing the fair value of the consideration.

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The estimated fair value of the assets acquired and liabilities assumed, as well as the fair value of the noncontrolling interest in the San Francisco Venture as of the acquisition date, is as follows (in thousands):



Assets acquired:
Inventories	$	1,038,154
Other assets	827
Liabilities assumed:
Macerich Note	(65,130		)
Accounts payable	(17,715		)
Related party liabilities	(117,410		)
Net assets acquired	$	838,726
Adjustment to equity consideration, net (see table above)	55,130
	$	893,856
Noncontrolling interest in the San Francisco Venture	$	884,917

Inventories consist of land held for development and the right to receive land from the Office of Community Investment and Infrastructure, the Successor to the Redevelopment Agency of the City and County of San Francisco (the “San Francisco Agency”), in accordance with a disposition and development agreement between the San Francisco Venture’s subsidiary and the San Francisco Agency.

Accounts payable consists of payables related to normal business operations. Related party liabilities consist of (i) $102.7 million in EB-5 loan reimbursements to CPHP or its subsidiaries, pursuant to reimbursement agreements that the San Francisco Venture entered into as of May 2, 2016 to reimburse CPHP or its subsidiaries for the proceeds of the EB-5 loans that were used to fund development of the portions of Candlestick Point and The San Francisco Shipyard that were not transferred to CPHP; and (ii) a $14.6 million closing cash adjustment payable to CPHP. The Macerich Note is a $65.1 million loan from an affiliate of the Macerich Member.

Management Company Acquisition

The Management Company was formed in 2009 as a joint venture between Emile Haddad, the Company’s Chairman and Chief Executive Officer, and an affiliate of Lennar. Upon its formation, the Management Company was engaged as an independent contractor to supervise the day-to-day affairs of the Holding Company and the assets of its subsidiaries. The Management Company received a 2.48% ownership interest in the Company’s subsidiary, FPL, in connection with its engagement as development manager. The Management Company has also acted as development manager for the Great Park Venture, under the terms of the development management agreement. Prior to the Formation Transactions, the Management Company also held an ownership interest in the Great Park Venture through an investment in a joint venture with an affiliate of Castlelake (“FPC-HF Venture I”). In 2014, the Management Company sold the rights to 12.5% of all incentive compensation under the development management agreement to FPC-HF Venture I in exchange for its ownership interest in FPC-HF Venture I. Concurrent with and pursuant to the terms and conditions of the Contribution and Sale Agreement, the Management Company’s limited partnership agreement was amended and restated. Among other things, the principal organizational changes that occurred were as follows:

• Distribution of the Management Company’s ownership interest in FPC-HF Venture I (see Note 5) to its shareholders, Emile Haddad and an affiliate of Lennar;

• The partnership interests were converted into two classes of partnership interests, designated as Class A interests and Class B interests. Holders of the Management Company’s Class B interests are entitled to receive distributions from the Management Company equal to the amount of any incentive compensation payments the Management Company receives under the development management agreement with the Great Park Venture that are characterized as “Legacy Incentive Compensation.” Holders of Class A interests are entitled to all other distributions; and

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• Admission of FPC-HF Venture I as a 12.5% holder of the Management Company’s Class B interests in exchange for FPC-HF Venture I’s contribution of its right to 12.5% of the Legacy Incentive Compensation.

By acquiring all of the stock of FP Inc. and all of the Class A interests of FP LP, the Company obtained a controlling financial interest in the Management Company and is able to direct all business decisions of the Management Company.

The equity issued for the Management Company consisted of the following (in thousands, except unit/share and per unit amounts):



Class A common shares of the Company	798,161
Class A Common Units of the Operating Company	6,549,629
Total units/shares issued in consideration	7,347,790
Estimated fair value per Class A Common Unit of the Operating Company and Class A common share of the Company	$	23.61
Total equity consideration	$	173,488
Add: available cash distribution	450
Total consideration issued for the Management Company	$	173,938

A Class A common share of the Company and a Class A Common Unit of the Operating Company issued as consideration were each valued at $23.61 .

The estimated total purchase price was allocated to the Management Company’s assets and liabilities based upon fair values as determined by the Company, as follows (in thousands):



Assets acquired:
Investment in FPL	$	70,000
Intangible asset	129,705
Cash	3,664
Legacy Incentive Compensation receivable from related party	56,232
Related party receivables	5,282
Prepaid expenses and other current assets	328
Liabilities assumed:
Other liabilities	(2,397		)
Related party liabilities	(81,996		)
Accrued employee benefits	(6,880		)
Net assets acquired	$	173,938

The intangible asset is a contract asset resulting from the incentive compensation provisions of the development management agreement with the Great Park Venture. The agreement has an original term commencing on December 29, 2010 and ending on December 31, 2021, with options to renew for three additional years and then two additional years. The intangible asset will be amortized over the contract period based on the pattern in which the economic benefits are expected to be received. The investment in FPL, which was stepped up to fair value, is eliminated in consolidation as FPL is a consolidated subsidiary of the Company. Related party liabilities are comprised of the Class B distribution rights then held by Emile Haddad, an affiliate of Lennar and FPC-HF Venture I. The Class B interests were determined to not be a substantive form of equity because the interests only entitle the holders to the Legacy Incentive Compensation payments, and does not expose the holders to the net assets or residual interest of the Management Company. Class B distributions will be made when the Management Company receives Legacy Incentive Compensation payments under the development management agreement with the Great Park Venture. As of September 30, 2018 , the Management Company had received $58.3 million of the Legacy Incentive Compensation and made distributions in the same amount to the holders of Class B interests. Related party liabilities also includes an obligation to the Operating Company for $14.1 million , representing 12.5% of the Non-

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Legacy Incentive Compensation under the development management agreement with the Great Park Venture that the Management Company previously sold to FPC-HF Venture I and that the Operating Company acquired from FPC-HF Venture I in connection with the Contribution and Sale Agreement. This obligation and the Operating Company’s acquired asset are eliminated in the accompanying condensed consolidated balance sheet as of September 30, 2018 .

Tournament Players Club at Valencia Golf Course Disposal

In January 2018, the Tournament Players Club at Valencia Golf Course was sold for net cash proceeds of $5.7 million , and the buyer’s assumption of certain liabilities, including certain club membership related liabilities. The Company recognized a gain of $6.7 million as a result of the sale and such gain is included in miscellaneous other income in the condensed consolidated statement of operations for the nine months ended September 30, 2018 . The property was operated by the Company as an amenity to the Newhall segment’s fully developed Valencia community and the gain on the sale is included in the Newhall segment’s results for the nine months ended September 30, 2018 .

5. INVESTMENT IN UNCONSOLIDATED ENTITIES

Great Park Venture

On May 2, 2016, concurrent with and pursuant to the terms and conditions of the Contribution and Sale Agreement, the Great Park Venture’s limited liability company agreement was amended and restated and the existing interests were split into two classes of interests—“Percentage Interests” and “Legacy Interests.” The pre-Formation Transaction owners of the Great Park Venture retained the Legacy Interests, which entitle them to receive priority distributions in an aggregate amount equal to $476.0 million and up to an additional $89.0 million from subsequent distributions of cash depending on the performance of the Great Park Venture. The holders of the Percentage Interests are entitled to receive all other distributions. As of September 30, 2018 , the Great Park Venture has made distributions to the holders of Legacy Interests in the aggregate amount of $355.0 million . Pursuant to the Contribution and Sale Agreement, the Operating Company acquired 37.5% of the Percentage Interests in exchange for issuing 17,749,756 Class A Common Units in the Operating Company to an affiliate of Lennar and to FPC-HF Venture I. Great Park Venture is the owner of Great Park Neighborhoods, a mixed-use, master planned community located in Orange County, California. The Company, through its acquisition of the Management Company, has been engaged to manage the planning, development and sale of land at the Great Park Neighborhoods and supervise the day-to-day affairs of the Great Park Venture. The Great Park Venture is managed by the members who hold Percentage Interests. The Company does not control the actions of the Great Park Venture.

The cost of the Company’s initial investment in the Great Park Venture was $114.2 million higher than the Company’s underlying equity in the carrying value of net assets of the Great Park Venture (basis difference). The Company’s earnings from the equity method investment are adjusted by amortization and accretion of the basis differences as the assets and liabilities that gave rise to the basis difference are sold, settled or amortized.

The following table summarizes the statement of operations of the Great Park Venture for the nine months ended September 30, 2018 and 2017 (in thousands):



	Nine Months Ended September 30,
	2018			2017
Land sale revenues	$	172,434		$	465,416
Cost of land sales	(118,113		)	(328,871		)
Other costs and expenses	(41,623		)	(23,060		)
Net income of Great Park Venture	$	12,698		$	113,485
The Company’s share of net income	$	4,762		$	42,557
Basis difference amortization	(3,406		)	(24,835		)
Equity in earnings from Great Park Venture	$	1,356		$	17,722

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The following table summarizes the balance sheet data of the Great Park Venture and the Company’s investment balance as of September 30, 2018 and December 31, 2017 (in thousands):



	September 30, 2018		December 31, 2017
Inventories	$	1,034,438	$	1,089,513
Cash and cash equivalents	93,761		336,313
Receivable and other assets	35,529		21,778
Total assets	$	1,163,728	$	1,447,604
Accounts payable and other liabilities	$	152,691	$	225,588
Redeemable Legacy Interests	209,967		445,000
Capital (Percentage Interest)	801,070		777,016
Total liabilities and capital	$	1,163,728	$	1,447,604
The Company’s share of capital in Great Park Venture	$	300,401	$	291,381
Unamortized basis difference	127,513		132,111
The Company’s investment in the Great Park Venture	$	427,914	$	423,492

Gateway Commercial Venture

On August 4, 2017, the Company entered into the Limited Liability Company Agreement of the Gateway Commercial Venture, made a capital contribution of $106.5 million to the Gateway Commercial Venture, and received a 75% interest in the venture. 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.

On August 10, 2017, through its wholly owned subsidiaries, the Gateway Commercial Venture completed the purchase of the Five Point Gateway Campus located in Irvine, California. The purchase price of $443.0 million was funded using capital contributions by the members of the Gateway Commercial Venture and $291.2 million in debt financing. The financing arrangement also provided for an additional $48.0 million to be borrowed for the cost of tenant improvements, leasing expenditures and certain capital expenditures. The debt obtained by the Gateway Commercial Venture is non-recourse to the Company other than in the case of customary “bad acts” or bankruptcy or insolvency events. In July 2018, the Company made a capital contribution of $8.4 million to the Gateway Commercial Venture. The contribution, which related to funding of tenant improvements, is expected to be distributed back to the Company following completion of the tenant improvements.

The following table summarizes the statement of operations of the Gateway Commercial Venture for the nine months ended September 30, 2018 and for the period from the acquisition date of August 4, 2017 to September 30, 2017 (in thousands):

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	Nine Months Ended September 30,			Period from August 4, 2017 to September 30,
	2018			2017
Rental revenues	$	19,245		$	3,273
Rental operating and other (expenses) income	(3,006		)	185
Depreciation and amortization	(8,597		)	(2,020		)
Interest expense	(7,626		)	(1,622		)
Net income (loss) of Gateway Commercial Venture	$	16		$	(184	)
Equity in earnings (loss) from Gateway Commercial Venture	$	12		$	(138	)

The following table summarizes the balance sheet data of the Gateway Commercial Venture and the Company’s investment balance as of September 30, 2018 and December 31, 2017 (in thousands):



	September 30, 2018		December 31, 2017
Real estate and related intangible assets, net	$	458,791	$	448,795
Other assets	20,331		7,211
Total assets	$	479,122	$	456,006
Notes payable, net	$	290,097	$	286,795
Other liabilities	35,737		27,190
Members’ capital	153,288		142,021
Total liabilities and capital	$	479,122	$	456,006
The Company’s investment in the Gateway Commercial Venture	$	114,966	$	106,516

6. NONCONTROLLING INTERESTS

The Holding Company’s wholly owned subsidiary is the managing general partner of the Operating Company. At September 30, 2018 , the Holding Company and its wholly owned subsidiary owned approximately 61.5% of the outstanding Class A Common Units and 100% of the outstanding Class B Common Units of the Operating Company. The Holding Company consolidates the financial results of the Operating Company and its subsidiaries, and records a noncontrolling interest for the remaining 38.5% of the outstanding Class A Common Units of the Operating Company.

After a 12 month holding period, holders of Class A Common Units of the Operating Company may exchange their units for, at the Company’s option, either (i) Class A common shares on a one -for-one basis (subject to adjustment in the event of share splits, distributions of shares, warrants or share rights, specified extraordinary distributions and similar events), or (ii) cash in an amount equal to the market value of such shares at the time of exchange. Whether such units are acquired by the Company in exchange for Class A common shares or cash, if the holder also owns Class B common shares, then an equal number of that holder’s Class B common shares will automatically convert into Class A common shares, at a ratio of 0.0003 Class A common shares for each Class B common share. This exchange right is currently exercisable by all holders of outstanding Class A Common Units of the Operating Company.

The San Francisco Venture has two classes of units—Class A units and Class B units. The Operating Company owns all of the outstanding Class B units of the San Francisco Venture. All of the outstanding Class A units are owned by affiliates of Lennar and affiliates of Castlelake. The Class A units of the San Francisco Venture are intended to be 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

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of share splits, distributions of shares, warrants or share rights, specified extraordinary distributions and similar events). If a holder requests a redemption of Class A units that would result in the Holding Company’s ownership of the Operating Company falling below 50.1% , the Holding Company has the option of satisfying the redemption with Class A common shares instead. The Company also has the option, at any time, to acquire outstanding Class A units of the San Francisco Venture in exchange for Class A Common Units of the Operating Company. The 12 month holding period for any Class A Common Units of the Operating Company issued in exchange for Class A units of the San Francisco Venture is calculated by including the period that such Class A units of the San Francisco Venture were owned. This exchange right is currently exercisable by all holders of outstanding Class A units of the San Francisco Venture.

Net (loss) income attributable to the noncontrolling interests on the consolidated statements of operations represents the portion of earnings attributable to the economic interest in the Company held by the noncontrolling interests. The Company allocates (loss) income to noncontrolling interests based on the substantive profit sharing provisions of the applicable operating agreements.

With each exchange of Class A Common Units of the Operating Company for Class A common shares, the Holding Company’s percentage ownership interest in the Operating Company and its share of the Operating Company’s cash distributions and profits and losses will increase. Additionally, other issuances of common shares of the Holding Company or common units of the Operating Company results in changes to the noncontrolling interest percentage as well as the total net assets of the Company. As a result, all equity transactions result in an allocation between members’ capital and the noncontrolling interest in the Company’s consolidated balance sheets and statements of capital to account for the changes in the noncontrolling interest ownership percentage as well as any change in total net assets of the Company.

During the nine months ended September 30, 2018 , the Holding Company increased its ownership interest in the Operating Company as a result of equity transactions related to the Company’s share-based compensation plan and exchanges of Class A Common Units of the Operating Company for Class A common shares. During the nine months ended September 30, 2017 , the Holding Company's ownership interest in the Operating Company changed as a result of the Holding Company acquiring Class A Common Units of the Operating Company with the proceeds of the Holding Company's IPO, the sale of Class A Common Units of the Operating Company in a private placement with Lennar, and equity transactions related to the Company's share-based compensation plan.

7. 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 tax receivable agreement (“TRA”) related obligation, which was $168.0 million and $152.5 million at September 30, 2018 and December 31, 2017 , respectively. The Operating Company has investments in and consolidates the assets and liabilities of the San Francisco Venture, Five Point Communities, LP and FPL, all of which have also been determined to be VIEs.

The San Francisco Venture is a VIE as the other members of the venture, individually or as a group, are not able to exercise kick-out rights or substantive participating rights. The Company applied the variable interest model and determined that it is the primary beneficiary of the San Francisco Venture and, accordingly, the San Francisco Venture is consolidated in its results. In making that determination, the Company evaluated that the Operating Company has unilateral and unconditional power to make decisions in regards to the activities that significantly impact the economics of the VIE, which are the development of properties, marketing and sale of properties, acquisition of land and other real estate properties and obtaining land ownership or ground lease for the underlying properties to be developed. The Company is determined to have more-than-insignificant economic benefit from the San Francisco Venture because the Operating Company can prevent or cause the San Francisco Venture from making distributions on its units, and the Operating Company would receive 99% of any such distributions (assuming no distributions had been paid on the Class A Common Units of the Operating Company). In addition, the San Francisco Venture is only allowed to make a capital call on the Operating Company and not any other interest holders, which could be a significant financial risk to the Operating Company.

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As of September 30, 2018 , the San Francisco Venture had total combined assets of $1,131.1 million , primarily comprised of $1,119.4 million of inventories, $0.5 million in related party assets and $9.8 million in cash and total combined liabilities of $255.8 million including $169.0 million in related party liabilities and $65.1 million in notes payable.

As of December 31, 2017 , the San Francisco Venture had total combined assets of $1,074.1 million , primarily comprised of $1,063.9 million of inventories and $8.4 million in cash and total combined liabilities of $269.2 million including $177.4 million in related party liabilities and $65.1 million in notes payable.

Those assets are owned by, and those liabilities are obligations of, the San Francisco Venture, not the Company. The San Francisco Venture is not a guarantor of the Company’s obligations, and the assets held by the San Francisco Venture may only be used as collateral for the San Francisco Venture’s debt. The creditors of the San Francisco Venture do not have recourse to the assets of the Operating Company, as the VIE’s primary beneficiary, or of the Holding Company.

The Company and other partners do not generally have an obligation to make capital contributions to the San Francisco Venture. In addition, there are no liquidity arrangements or agreements to fund capital or purchase assets that could require the Company to provide financial support to the San Francisco Venture. The Company does not guarantee any debt of the San Francisco Venture.

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, 2018 , FP LP and FPL had combined assets of $695.2 million , primarily comprised of $508.7 million of inventories, $97.2 million of intangibles, $52.4 million in related party assets and $1.6 million in cash, and total combined liabilities of $135.1 million , including $125.5 million in accounts payable and other liabilities and $9.6 million in related party liabilities.

As of December 31, 2017 , FP LP and FPL had combined assets of $543.5 million , primarily comprised of $361.9 million of inventories, $127.6 million of intangibles, $3.1 million in related party assets and $12.3 million in cash, and total combined liabilities of $131.0 million , including $117.1 million in accounts payable and other liabilities and $9.1 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, 2018 and 2017 , respectively, there were no VIEs that were deconsolidated.

8. INTANGIBLE ASSET, NET—RELATED PARTY

In connection with the Company’s acquisition of the Management Company (see Note 4), the Company acquired an intangible asset related to the contract value of the incentive compensation provisions of the Management Company’s development management agreement with the Great Park Venture.

The carrying amount and accumulated amortization of the intangible asset as of September 30, 2018 and December 31, 2017 were as follows (in thousands):



	September 30, 2018			December 31, 2017
Gross carrying amount	$	129,705		$	129,705
Accumulated amortization	(32,493		)	(2,112		)
Net book value	$	97,212		$	127,593

For the three and nine months ended September 30, 2018 , the Company recorded $3.7 million and $11.2 million of amortization expense, which is included in the cost of management services in the accompanying condensed consolidated statement of operations, as a result of revenue recognition attributable to incentive compensation. No amortization expense was recorded for the three and nine months ended September 30, 2017 .

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Additionally, in connection with the transition adjustment recorded for the adoption of ASU No. 2014-09 on January 1, 2018, the Company recorded an increase to accumulated amortization of $19.2 million (see Note 2).

9. RELATED PARTY TRANSACTIONS

Related party assets and liabilities included in the Company’s condensed consolidated balance sheets as of September 30, 2018 and December 31, 2017 consisted of the following (in thousands):



	September 30, 2018		December 31, 2017
Related Party Assets:
Contract assets (see Note 3)	$	47,986	$	—
Other	7,063		3,158
	$	55,049	$	3,158
Related Party Liabilities:
EB-5 loan reimbursements	$	102,692	$	102,692
Contingent consideration—Mall Venture project property	64,870		64,870
Deferred land sale revenue	—		9,860
Payable to holders of Management Company’s Class B interests	9,000		9,000
Other	2,113		248
	$	178,675	$	186,670

In June 2018, the Company purchased an indirect interest in rights to certain Legacy Interests in the Great Park Venture that were held by Emile Haddad. At September 30, 2018 , the carrying value of the purchased interests was $1.8 million and is included in Other related party assets in the table above.

10. NOTES PAYABLE, NET

At September 30, 2018 and December 31, 2017 , notes payable consisted of the following (in thousands):



	September 30, 2018			December 31, 2017
7.875% Senior Notes due 2025	$	500,000		$	500,000
Macerich Note	65,130			65,130
Settlement Note	—			5,000
Unamortized debt issuance costs and discount	(8,423		)	(9,512		)
	$	556,707		$	560,618

In April 2018, the Company made the final principal payment of $5.0 million on the settlement note.

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11. TAX RECEIVABLE AGREEMENT

The Company is a party to a TRA with all of the holders of Class A Common Units of the Operating Company and all the holders of Class A units of the San Francisco Venture (as parties to the TRA, the “TRA Parties”). At September 30, 2018 and December 31, 2017 , the Company’s condensed consolidated balance sheets include a liability of $168.0 million and $152.5 million , respectively, for payments expected to be made under certain components of the TRA which the Company deems to be probable and estimable. Management deems a TRA payment related to the benefits expected to be received by the Company under the application of Section 704(c) and Section 743 of the Internal Revenue Code of 1986, as amended, to be probable and estimable when an event occurs that results in the Company measuring the Operating Company’s directly or indirectly held property at fair value in the Company’s consolidated balance sheet or the sale of such property at fair value. Either of these activities are indicators that the difference between the fair market value of the property and the adjusted tax basis has been or will be realized, resulting in special allocations of income, gain, loss or deduction that are likely to reduce the amount of income taxes that the Company would otherwise pay. The Company may record adjustments to TRA liabilities related to properties not currently held at fair value when those properties are recognized or realized at fair value. Furthermore, the Company may record adjustments to TRA liabilities if and when TRA Parties exchange Class A Common Units of the Operating Company for the Company’s Class A common shares or other equity transactions that impact the Holding Company’s ownership in the Operating Company. Changes in the Company’s estimates of the utilization of its deferred tax attributes and tax rates in effect may also result in subsequent adjustments to the amount of TRA liabilities recognized.

The term of the TRA will continue until all such tax benefits under the agreement have been utilized or expired, unless the Company exercises its right to terminate the TRA for an amount based on an agreed value of payments remaining to be made under the agreement. No TRA payments were made during the nine months ended September 30, 2018 and 2017 .

12. COMMITMENTS AND CONTINGENCIES

The Company is subject to the usual obligations associated with entering into contracts for the purchase, development and sale of real estate, which the Company does in the routine conduct of its business. The operations of the Company are conducted through the Operating Company and its subsidiaries, and in some cases, the Holding Company will guarantee the performance of the Operating Company or its subsidiaries.

Newhall Ranch Project Approval Settlement

In September 2017, the Company reached a settlement (the “Newhall Settlement”) with key national and state environmental and Native American organizations that were petitioners (the “Settling Petitioners”) in various legal challenges to Newhall Ranch’s regulatory approvals and permits. As of September 30, 2018 , the Company has a liability balance of $36.5 million associated with certain obligations of the Newhall Settlement. The Holding Company has provided a guaranty to the Settling Petitioners for monetary payments due from the Company as required under the settlement. As of September 30, 2018 , the remaining estimated maximum potential amount of monetary payments subject to the guaranty was $43.3 million with the final payment due in 2026. The Company did not reach a settlement with two local environmental organizations that have pending challenges to certain approvals for Newhall Ranch. See “Legal Proceedings” below.

Agreement Regarding Mall Venture

On May 2, 2016, the Company entered into an agreement with CPHP pursuant to which, upon completion of the Retail Project, CPHP will contribute all of its interests in the Mall Venture Member to the Operating Company in exchange for 2,917,827 Class A Common Units of the Operating Company. Additionally, CPHP will purchase an equal amount of Class B common shares from the Holding Company at a price of $0.00633 per share. If the Company or CPHP fail to achieve certain milestones, including the conveyance to the Mall Venture of the Retail Project Property on or prior to December 31, 2017, subject to certain extensions, Macerich will have the right to terminate the joint venture, require the Company to repay the $65.1 million Macerich Note and to pay 50% of certain termination fees (the remainder would be paid by CPHP). The additional termination fees, in addition to other amounts that are not determinable as of September 30, 2018 , include an amount equal to the incurred but

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unpaid interest on the Macerich Note. The unpaid interest totaled approximately $9.4 million as of September 30, 2018 . However, the Company would no longer be obligated to transfer the Retail Project Property to the Retail Project or the CP Parking Parcel to CPHP. Instead, the Company would be obligated to issue 436,498 Class A Common Units of the Operating Company to CPHP, and CPHP would be obligated to purchase an equal number of Class B common shares from the Holding Company at a price of $0.00633 per share. The Retail Project Property had not been conveyed to the Mall Venture as of September 30, 2018 . In light of the rapidly evolving retail landscape, the Company and the members of the Mall Venture have been evaluating the viability of the mall at the site, and the Company is currently exploring potential alternative configurations and/or uses for the site. At this time, the development plan for the site and any related impact on the Mall Venture are uncertain.

Candlestick Point Development Agreement

On May 2, 2016, the Company entered into a development agreement with CPHP in which among other things, CPHP agreed to be responsible for all design and construction costs (up to $240.0 million ) associated with the parking structure to be built on the CP Parking Parcel, and the Company agreed to reimburse CPHP for design and construction costs in excess of $240.0 million . Additionally, the Company agreed to remit to CPHP up to $25.0 million the Company realizes from CFD proceeds at Candlestick Point following completion of the parking structure. However, such obligation is subject to a dollar-for-dollar reduction by any amounts the Company pays for costs in excess of $240.0 million on the parking structure. Depending upon the final development plans for the Retail Project Property, the Company’s development agreement with CPHP may be modified or terminated. See “Agreement Regarding Mall Venture” above.

Performance and Completion Bonding Agreements

In the ordinary course of business and as a part of the entitlement and development process, the Company is required to provide performance bonds to ensure completion of certain development obligations. The Company had outstanding performance bonds of $73.5 million and $79.9 million as of September 30, 2018 and December 31, 2017 , respectively.

Candlestick Point and The San Francisco Shipyard Disposition and Development Agreement

The San Francisco Venture is a party to a disposition and development agreement with the San Francisco Agency in which the San Francisco Agency has agreed to convey portions of Candlestick Point 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 Point and The San Francisco Shipyard if certain thresholds are met. As of September 30, 2018 the thresholds had not been met.

At September 30, 2018 , 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 $197.8 million .

Letters of Credit

At each of September 30, 2018 and December 31, 2017 , the Company had outstanding letters of credit totaling $2.4 million . These letters of credit were issued to secure various development and financial obligations. At each of September 30, 2018 and December 31, 2017 , the Company had restricted cash and certificates of deposit of $1.4 million pledged as collateral under certain of the letters of credit agreements.

Legal Proceedings

California Department of Fish and Wildlife Permits

In January 2011, petitioners Center for Biological Diversity, California Native Plant Society, and Wishtoyo Foundation/Ventura Coastkeeper, Santa Clarita Organization for Planning and the Environment (“SCOPE”) and

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Friends of the Santa Clara River filed a complaint in Los Angeles County Superior Court (“Superior Court”) challenging the validity of certain aspects of the environmental impact report (“EIR”) portion of the EIR/Environmental Impact Statement (“EIR/EIS”) for the Newhall Ranch project. In November 2015, following lower court proceedings, the California Supreme Court (“Supreme Court”) reversed the Court of Appeal’s judgment on three issues raised in the case, namely: (i) the EIR’s greenhouse gas (“GHG”) emissions significance findings, (ii) the EIR’s mitigation measures for a protected fish species (“Stickleback”), and (iii) the timeliness of public comments on impacts to cultural resources and another sensitive fish species; and remanded to the Court of Appeal for reconsideration and new decision. In July 2016, after the remand, the Court of Appeal issued a new decision in favor of California Department of Fish and Wildlife (“CDFW”) and the Company as to the public comment issues. After further proceedings, the Court of Appeal remitted the case to the trial court, and that court issued the judgment and writ of mandate proposed by the CDFW as to the GHG and Stickleback issues. In February 2017, petitioners filed a notice of appeal challenging the scope of the trial court’s judgment and writ. In the interim, and in response to the Supreme Court’s decision, CDFW conducted additional analysis on the GHG and Stickleback issues and, in June 2017, reapproved the EIR and Newhall Ranch project. Thereafter, the Court of Appeal issued an opinion affirming the scope of the trial court’s judgment and writ in favor of CDFW and the Company.

In September 2017, petitioners Center for Biological Diversity, California Native Plant Society, and Wishtoyo Foundation/Ventura Coastkeeper (collectively, “Settling Petitioners”) settled all of their respective claims in the case, leaving only two petitioners, SCOPE and Friends of the Santa Clara River (collectively, “Non-Settling Petitioners”). In October 2017, the two Non-Settling Petitioners objected to CDFW’s June 2017 reapproval of the Newhall Ranch EIR and project. In March 2018, the Supreme Court denied the Non-Settling Petitioners’ petition for review. In July 2018, the trial court entered its judgment at CDFW’s request discharging the trial court’s earlier writ finding that CDFW has complied with the Court’s writ. The time for an appeal of the judgment expired in September 2018 without an appeal being filed.

Landmark Village and Mission Village

The Los Angeles County Board of Supervisors (“BOS”) approved the Newhall Ranch Landmark Village and Mission Village EIRs and permits in late 2011 and 2012. In 2012, petitioners filed two petitions (one for each village development) in the Superior Court challenging such approvals under certain state environmental and planning and zoning laws. In 2014, the Superior Court issued decisions in favor of the County and the Company, and in 2015, the Court of Appeal affirmed the Superior Court’s decisions in full. Petitioners then filed a petition for review, and in 2015, the Supreme Court granted petitioners’ request to review Los Angeles County’s GHG analysis, but ordered that further proceedings in the two actions be deferred pending disposition of the related GHG issue in the CDFW action noted above.

After the Supreme Court decision invalidating the GHG findings in the related CDFW action, in 2016, the Court of Appeal issued new decisions reversing the trial court judgments to the sole extent that Los Angeles County’s EIR did not support its GHG significance impact finding. The matters were remitted to the trial court and that court issued the judgment and writ requested by Los Angeles County. In May 2017, petitioners filed a notice of appeal challenging the scope of the trial court’s judgment and writ.

In July 2017, the BOS certified the final additional environmental analyses and reapproved the Landmark Village and Mission Village projects and related permits. In September 2017, Los Angeles County advised the trial court it had taken the actions required to fully comply with CEQA, the Fish and Game Code, and the writ, and requested that the Superior Court discharge the writs. As explained in further detail below, the two Non-Settling Petitioners filed a new action challenging Los Angeles County’s reapproval of the additional environmental analyses and the Landmark Village and Mission Village projects and related permits.

As with the CDFW action above, in September 2017, the Settling Petitioners settled all of their respective claims in the Landmark Village and Mission Village cases with the Company, leaving only the two Non-Settling Petitioners.

In October 2017, the two Non-Settling Petitioners objected to Los Angeles County’s return to the writs, raising the same issues as to the scope of the trial court’s writ as they raised in the related CDFW action. As requested by the County and the Company, the trial court deferred its ruling on the Non-Settling Petitioners’ objections until the Court of Appeal’s opinion in the related CDFW action had been finalized and that court issued

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an opinion resolving the Landmark Village and Mission Village appeals as to the scope of the writs. As discussed above, in March 2018, the Supreme Court denied the Non-Settling Petitioners’ petition to review the Court of Appeal’s decision in the CDFW action. Thereafter, in May 2018, the Court of Appeal issued its combined decision in favor of Los Angeles County and the Company on the Landmark Village and Mission Village appeals as to the scope of the writs. Based on the County’s compliance with the writ directives, the trial court issued signed orders discharging the writs in August 2018. The time for an appeal of the judgment expired in October 2018 without an appeal being filed.

Landmark Village/Mission Village

In August 2017, the two Non-Settling Petitioners filed a new petition for writ of mandate in the Superior Court. The petition challenges Los Angeles County’s July 2017 approvals of the Mission Village and Landmark Village environmental analyses and the two projects based on claims arising under CEQA and the California Water Code. The Court held a hearing on the merits of the petition in September 2018. Until a trial court decision has been rendered, the Company cannot predict the outcome of this matter.

Other Permits

In August 2011, the U.S. Army Corps of Engineers (the “Corps”) approved the EIS portion of the joint EIR/EIS and issued its provisional Section 404 Clean Water Act authorization (the “Section 404 Permit”) for the Newhall Ranch project. In September 2012, the Los Angeles Regional Water Quality Control Board (the “Regional Board”) unanimously adopted final Section 401 conditions and certified the Section 404 Permit. In October 2012, petitioners Center for Biological Diversity and Wishtoyo Foundation/Ventura Coastkeeper filed a petition for review and reconsideration of the Regional Board’s actions to the State Water Resources Control Board (“State Board”); however, that petition was withdrawn in September 2017 as part of the settlement referenced above in this action and the CDFW, Landmark Village, and Mission Village actions. In October 2012, after consulting with the U.S. Environmental Protection Agency (the “USEPA”), the Corps issued the final Section 404 Permit.

In July 2014, plaintiffs, the Settling Petitioners and the Non-Settling Petitioners, filed a complaint against the Corps and the USEPA in the U.S. District Court, Central District of California (Los Angeles) (“U.S. District Court”). The complaint alleged that those two federal agencies violated various environmental and historic preservation laws in connection with the Section 404 Permit and requested, among other things, that the U.S. District Court vacate the federal agencies’ approvals and prohibit construction activities pending compliance with federal law. The Company was granted intervenor status by the U.S. District Court in light of its interests as the landowner and holder of the Section 404 Permit. In June 2015, the U.S. District Court issued a favorable order granting the Corps’ and the Company’s motions for summary judgment and denying plaintiffs’ summary judgment motion. In September 2015, plaintiffs filed a notice of appeal with the U.S. Court of Appeals for the Ninth Circuit (“Ninth Circuit”). The Ninth Circuit briefing is completed and oral argument occurred in February 2017.

Consistent with the terms of the settlement in this action and the CDFW, Landmark Village, and Mission Village actions, the Settling Petitioners moved to dismiss their claims on appeal and withdraw from the U.S. District Court litigation. In October 2017, the Ninth Circuit granted the motion to dismiss the appeal and the claims with prejudice as to the Settling Petitioners. The Ninth Circuit then ordered supplemental briefs to explain the impact of the dismissal, if any, on the remaining claims. The Corps and the Company, on the one hand, and the two Non-Settling Petitioners, on the other hand, filed supplemental briefs pursuant to the Court’s order. In April 2018, the Ninth Circuit issued its opinion affirming the U.S. District Court’s summary judgment in favor of the Corps and the Company as intervenor. The Ninth Circuit opinion became final and non-appealable in July 2018.

Hunters Point Litigation

In May 2018, residents of the Bayview Hunters Point neighborhood filed a putative class action in San Francisco Superior Court naming Tetra Tech, Inc. (“Tetra Tech”), Lennar and the Company as defendants. The plaintiffs allege that, among other things, Tetra Tech, an independent contractor hired by the U.S. Navy to conduct testing and remediation of toxic radiological waste at The San Francisco Shipyard, fraudulently misrepresented its test results and remediation efforts. The plaintiffs are seeking damages against Tetra Tech and have requested an injunction to prevent the Company and Lennar from undertaking any development activities at The San Francisco

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Shipyard. In June 2018, two construction workers who allegedly engaged in development activities at The San Francisco Shipyard filed a lawsuit in San Francisco Superior Court naming Tetra Tech, Lennar and the Company, among others, as defendants. The plaintiffs allege personal injuries resulting from exposure to contamination at The San Francisco Shipyard and are seeking damages relating to such alleged injuries. Since July 2018, a number of lawsuits have been filed in San Francisco Superior Court on behalf of homeowners in The San Francisco Shipyard, which name Tetra Tech, Lennar, the Company and the Company’s CEO, among others, as defendants. The plaintiffs allege that environmental contamination issues at The San Francisco Shipyard were not properly disclosed to them before they purchased their homes. They also allege that Tetra Tech and other defendants (not including the Company) have created a nuisance at The San Francisco Shipyard under California law. They seek damages as well as certain declaratory relief. The Company believes that it has meritorious defenses to the allegations in all of these cases and may have insurance and indemnification rights against third parties, including related parties, with respect to these claims. Given the preliminary nature of these claims, the Company cannot predict the outcome of these matters.

Other

Other than the actions outlined above, the Company is also a party to various other claims, legal actions, and complaints arising in the ordinary course of business, the disposition of which, in the Company’s opinion, will not have a material adverse effect on the Company’s consolidated financial statements.

As a significant land owner and developer of unimproved land it is possible that environmental contamination conditions could exist that would require the Company to take corrective action. In the opinion of the Company, such corrective actions, if any, would not have a material adverse effect on the Company’s consolidated financial statements.

13. SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental cash flow information for the nine months ended September 30, 2018 and 2017 is as follows (in thousands):



	2018		2017
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest, all of which was capitalized to inventories	$	23,152	$	3,158

NONCASH INVESTING AND FINANCING ACTIVITIES:
Recognition of TRA liability	$	17,480	$	56,216
Liabilities assumed by buyer in connection with sale of golf course operating property	$	7,795	$	—
Class A common shares issued for redemption of noncontrolling interests	$	26,675	$	—

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, 2018 and 2017 (in thousands):



	2018		2017
Cash and cash equivalents	$	594,908	$	386,855
Restricted cash and certificates of deposit	1,403		2,298
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows	$	596,311	$	389,153

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.

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14. SEGMENT REPORTING

As of and for the three and nine months ended September 30, 2018 , the Company’s reportable segments consist of:

• Newhall—includes the community of Newhall Ranch planned for development in northern Los Angeles County, California. The Newhall segment derives revenues from the sale of residential and commercial land sites to homebuilders, commercial developers and commercial buyers in addition to ancillary operations of operating properties.

• San Francisco—includes the Candlestick Point and The San Francisco Shipyard communities located on bayfront property in the City of San Francisco, California. The San Francisco segment derives revenues from the sale of residential and commercial land sites to homebuilders, commercial developers and commercial buyers in addition to management services provided to affiliates of a related party.

• Great Park—includes 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, 2018 , 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 in the Formation Transactions. The Great Park segment derives revenues from the sale of residential and commercial land sites to homebuilders, commercial developers and commercial buyers, and management services provided by the Company to the Great Park Venture.

• Commercial—includes Five Point Gateway Campus, an office and research and development campus within the Great Park Neighborhoods, consisting of four newly constructed buildings. Two of the four buildings are leased to one tenant under a 20 -year triple net lease which commenced in August 2017. The Company and a subsidiary of Lennar have entered into separate 130 -month full service gross leases to occupy a portion of the other two buildings. This segment also includes property management services provided by the Management Company to the Gateway Commercial Venture, the entity that owns the Five Point Gateway Campus. As of September 30, 2018 , 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.

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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,
	2018			2017			2018			2017			2018			2017			2018			2017
Newhall	$	1,428		$	5,265		$	(3,168	)	$	(6,069	)	$	5,468		$	15,804		$	(4,369	)	$	(19,204	)
San Francisco	1,090			2,355			(4,486		)	(5,538		)	4,952			89,299			(14,165		)	(12,565		)
Great Park	11,254			462,165			(6,665		)	126,195			202,242			477,411			22,800			118,103
Commercial	6,936			3,343			(46		)	(114		)	20,062			3,343			833			(114		)
Total reportable segments	20,708			473,128			(14,365		)	114,474			232,724			585,857			5,099			86,220
Reconciling items:
Removal of results of unconsolidated entities—
Great Park Venture (1)	(1,421		)	(458,236		)	10,033			(124,621		)	(172,434		)	(465,416		)	(12,698		)	(113,485		)
Gateway Commercial Venture (1)	(6,299		)	(3,273		)	683			184			(19,245		)	(3,273		)	(16		)	184
Add equity in earnings (losses) from unconsolidated entities—
Great Park Venture	—			—			(3,516		)	22,963			—			—			1,356			17,722
Gateway Commercial Venture	—			—			(512		)	(138		)	—			—			12			(138		)
Corporate and unallocated (3)	—			—			(14,262		)	(23,173		)	—			—			(41,292		)	(48,227		)
Total consolidated balances	$	12,988		$	11,619		$	(21,939	)	$	(10,311	)	$	41,045		$	117,168		$	(47,539	)	$	(57,724	)

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Segment assets and reconciliations to the Company’s consolidated balances are as follows (in thousands):



	September 30, 2018			December 31, 2017
Newhall	$	546,728		$	444,407
San Francisco	1,131,141			1,123,266
Great Park	1,311,484			1,578,142
Commercial	479,807			456,292
Total reportable segments	3,469,160			3,602,107
Reconciling items:
Removal of unconsolidated balance of Great Park Venture (1)	(1,163,728		)	(1,447,604		)
Removal of unconsolidated balances of Gateway Commercial Venture (1)	(479,122		)	(456,006		)
Other eliminations (2)	—			(80,890		)
Add investment balance in Great Park Venture	427,914			423,492
Add investment balance in Gateway Commercial Venture	114,966			106,516
Corporate and unallocated (3)	589,677			830,740
Total consolidated balances	$	2,958,867		$	2,978,355

(1) Represents the removal of the Great Park Venture’s and Gateway Commercial Venture’s operating results and balances that are included in the Great Park segment and Commercial segment operating results and balances, respectively, but are not included in the Company’s consolidated results and balances.

(2) Represents intersegment balances that eliminate in consolidation.

(3) Corporate and unallocated activity is primarily comprised of corporate general, and administrative expenses. Corporate and unallocated assets consist of cash and cash equivalents, receivables, and prepaid expenses.

15. SHARE-BASED COMPENSATION

On May 2, 2016, the Board of the Holding Company authorized and approved the Company’s Incentive Award Plan. In doing so, the Board authorized the issuance of up to 8,500,822 Class A common shares of the Holding Company under the Incentive Award Plan. The Incentive Award Plan provides for the grant of share options, restricted shares, restricted share units, performance awards (which include, but are not limited to, cash bonuses), distribution equivalent awards, deferred share awards, share payment awards, share appreciation rights, other incentive awards (which include, but are not limited to, LTIP Unit awards (as defined in the Incentive Award Plan) and performance share awards. As of September 30, 2018 , there were 4,077,493 remaining Class A common shares available for future issuance under the Incentive Award Plan.

Restricted Share Units

As part of the authorization and approval of the Incentive Award Plan on May 2, 2016, the Board of the Holding Company also authorized and approved the issuance, grant, and delivery of up to 2,350,406 Restricted Share Units (“RSUs”), all of which were granted in 2016. A portion of the RSUs were granted to management and had no requisite service period and were fully vested at the grant date. The remaining portion of the RSUs were granted to management and non-employee consultants and are subject to three or four year vesting terms. All of the RSUs settle on a one -for-one basis in Class A common shares in four equal annual installments with the first settlement having occurred on January 15, 2017. The RSUs may not be sold or transferred prior to settlement. In general, RSUs which have not vested are forfeited upon termination of employment or consulting arrangements. In January 2018, in connection with the second settlement of RSUs, the Company reacquired 281,438 vested RSUs for $4.1 million for the purpose of settling tax withholding obligations of employees.

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Restricted Shares

Restricted shares issued under the Incentive Award Plan are subject to certain transfer restrictions during the vesting period. In general, restricted Class A common shares which have not vested are forfeited upon termination of employment or board service. Grantees of restricted Class A common shares have the right to receive non-forfeitable distributions and to vote with respect to the restricted Class A common shares during the restricted period.

In January 2017, the Company granted 396,028 restricted Class A common shares to executive officers of the Company. The restricted Class A common shares vest for service in three equal annual installments, the first of which occurred in January 2018. In connection with the first vesting date in January 2018, the Company reacquired 68,886 restricted Class A common shares for $1.0 million for the purpose of settling tax withholding obligations of employees.

During the nine months ended September 30, 2018 , the Company granted employees and directors 1,724,268 restricted Class A common shares with service vesting terms ranging from one to three years. The fair value of the compensation cost associated with these awards was determined based on the closing market price of the Company’s Class A common shares on each award’s grant date.

The following table summarizes share-based equity compensation activity for the nine months ended September 30, 2018 :



	Share-Based Awards (in thousands)		Weighted- Average Grant Date Fair Value
Nonvested at January 1, 2018	1,085		$	18.57
Granted	1,724		$	14.81
Forfeited	(105	)	$	14.83
Vested	(795	)	$	18.84
Nonvested at September 30, 2018	1,909		$	15.27

Share-based compensation expense was $2.7 million and $8.8 million for the three and nine months ended September 30, 2018 , respectively and $5.1 million and $13.9 million for the three and nine months ended September 30, 2017 , respectively. Share-based compensation expense is included in selling, general, and administrative expenses in the accompanying condensed consolidated statements of operations. Approximately $21.1 million of total unrecognized compensation cost related to non-vested awards is expected to be recognized over a weighted–average period of 2.1 years from September 30, 2018 . The estimated fair value at vesting of share-based awards that vested during the nine months ended September 30, 2018 and September 30, 2017 was $11.6 million and $10.5 million , respectively.

16. EMPLOYEE BENEFIT PLANS

The Newhall Land and Farming Company Retirement Plan (the “Retirement Plan”) is a defined benefit plan that is funded by the Company and qualified under the Employee Retirement Income Security Act. In 2004, the Retirement Plan was amended to cease future benefit accruals and the Retirement Plan was frozen. For the nine months ended September 30, 2018 , the Company contributed $0.2 million to the Retirement Plan. The Company does no t anticipate making additional contributions during the year ending December 31, 2018 .

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The components of net periodic benefit for the three and nine months ended September 30, 2018 and 2017 , are as follows (in thousands):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Net periodic benefit:
Interest cost	$	186		$	206		$	561		$	618
Expected return on plan assets	(263		)	(257		)	(843		)	(771		)
Amortization of net actuarial loss	33			28			76			84
Net periodic benefit	$	(44	)	$	(23	)	$	(206	)	$	(69	)

Net periodic benefit does not include a service cost component as a result of the Retirement Plan being frozen. All other components of net periodic benefit are included in other income on the condensed consolidated statements of operations.

17. INCOME TAXES

The Company accounts for income taxes in accordance with ASC 740, Income Taxes , which requires an asset and liability approach for measuring deferred taxes based on temporary differences between the financial statements and tax bases of assets and liabilities existing at each balance sheet date using enacted tax rates for the years in which taxes are expected to be paid or recovered.

Upon formation, the Holding Company elected to be treated as a corporation for U.S. federal, state, and local tax purposes. All operations are carried on through the Holding Company’s subsidiaries, the majority of which are pass-through entities that are generally not subject to federal or state income taxation, as all of the taxable income, gains, losses, deductions, and credits are passed through to the partners. The Holding Company is responsible for income taxes on its share of taxable income or loss passed through from the operating subsidiaries.

In each of the three months ended September 30, 2018 and 2017 , the Company recorded no benefit for income taxes (after application of increases in the Company’s valuation allowance of $2.4 million and $1.8 million , respectively) on pre-tax loss of $21.9 million and $10.3 million , respectively. For each of the nine months ended September 30, 2018 and 2017 , the Company recorded no benefit for income taxes (after application of increases in the Company’s valuation allowance of $5.2 million and $9.3 million , respectively) on pre-tax loss of $47.5 million and $57.7 million , respectively. The effective tax rates for the three and nine months ended September 30, 2018 and 2017 , differ from the 21% federal statutory rate in 2018 and the 35% federal statutory rate prior to 2018 and applicable state statutory tax rates primarily due to the Company’s valuation allowance on its book losses and to the pre-tax portion of income and losses that are passed through to the other partners of the Operating Company and the San Francisco Venture.

Each quarter the Company assesses its deferred tax asset to determine whether all or any portion of the asset is more likely than not unrealizable under the guidance of ASC 740, Income Taxes . The Company is required to establish a valuation allowance for any portion of the asset it concludes is more likely than not unrealizable. The Company’s assessment considers, among other things, the nature, frequency and severity of prior cumulative losses, forecasts of future taxable income, the duration of statutory carryforward periods, its utilization experience with operating loss and tax credit carryforwards and tax planning alternatives, to the extent these items are applicable. Largely due to a history of book losses, the Company has recorded a valuation allowance against its federal and state net deferred tax assets.

The Tax Cuts and Jobs Act (the “Tax Act”) was enacted on December 22, 2017. Among its provisions, the Tax Act reduced the US federal corporate income tax rate from 35% to 21%. As of December 31, 2017, we have completed the majority of our accounting for the tax effects of the Tax Act. As a result of the rate change, the Company was required to revalue its deferred tax asset at December 31, 2017 and record a provisional adjustment to reduce its value by $5.3 million , which is included in the tax provision for 2017. We are applying the guidance issued by the Securities and Exchange Commission in the form of Staff Accounting Bulletin 118 when accounting

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for the enactment-date effects of the Tax Act. The provisional amount recorded during 2017 is subject to revisions as we complete our analysis of the Tax Act, collect and prepare necessary data, and interpret any additional guidance issued by the U.S. Treasury Department, Internal Revenue Service, FASB, and other standard-setting and regulatory bodies.

Through the nine months ended September 30, 2018 , we recognized no adjustments to the provisional amounts recorded at December 31, 2017. We will continue to make and refine our calculations as additional analysis is completed, and our accounting for the tax effects of the Tax Act will be completed during the one-year measurement period.

The Company files U.S. federal and state income tax returns in jurisdictions with varying statutes of limitations. Fiscal years 2013 through 2017 generally remain subject to examination by federal and state tax authorities. The Company is not currently under examination by any tax authority. The Company classifies any interest and penalties related to income taxes assessed by jurisdictions as part of income tax expense. The Company has concluded that there were no significant uncertain tax positions requiring recognition in its financial statements, nor has the Company been assessed interest or penalties by any major tax jurisdictions related to any open tax periods.

18. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS AND DISCLOSURES

ASC Topic 820, Fair Values Measurement, emphasizes that a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, the guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions. The following hierarchy classifies the inputs used to determine fair value into three levels:

Level 1 —Quoted prices for identical instruments in active markets

Level 2 —Quoted prices for similar instruments in active markets or inputs, other than quoted prices, that are observable for the instrument either directly or indirectly

Level 3 —Significant inputs to the valuation model are unobservable

At each reporting period, the Company evaluates the fair value of its financial instruments. Other than notes payable, net, the carrying amount of the Company’s financial instruments, which includes cash and cash equivalents, restricted cash and certificates of deposit, certain related party assets and liabilities, and accounts payable and other liabilities, approximated the Company’s estimates of fair value at both September 30, 2018 and December 31, 2017 . 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, 2018 , the estimated fair value of notes payable, net was $571.3 million compared to a carrying value of $556.7 million . At December 31, 2017 , the estimated fair value of notes payable, net was $568.1 million compared to a carrying value of $560.6 million . During the three and nine months ended September 30, 2018 and 2017 , the Company had no assets that were measured at fair value on a nonrecurring basis.

Contingent consideration is carried at fair value and is remeasured on a recurring basis. The Company uses level 3 inputs to measure the estimated fair value of the contingent consideration arrangement based on the expected cash flows considering the use of the underlying property subject to the arrangement. The estimated cash flows are affected by estimates and assumptions related to development costs, retail rents, occupancy rates and continuing operating expenses. Other than contingent consideration (see Note 9), the Company had no other assets or liabilities that are required to be remeasured at fair value on a recurring basis at both September 30, 2018 and December 31, 2017 .

19. EARNINGS PER SHARE

The Company uses the two-class method in its computation of earnings per share. Pursuant to the terms of the Holding Company’s Second Amended and Restated Limited Liability Company Agreement, the Class A

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common shares and the Class B common shares are entitled to receive distributions at different rates, with each Class B common share receiving 0.03% of the distributions paid on each Class A common share. Under the two-class method, the Company’s net income available to common shareholders is allocated between the two classes of common shares on a fully-distributed basis and reflects residual net income after amounts attributed to noncontrolling interests. In the event of a net loss, the Company determined that both classes share in the Company’s losses, and they share in the losses using the same mechanism as the distributions. No distributions were declared for the three and nine months ended September 30, 2018 and 2017 and the Company operated in a net loss position for the three and nine months ended September 30, 2018 and 2017. As a result, net losses attributable to the parent were allocated to the Class A common shares and Class B common shares in an amount per Class B common share equal to 0.03% multiplied by the amount per Class A common share. Basic loss per Class A common share is determined by dividing net loss allocated to Class A Common shareholders by the weighted average number of Class A common shares outstanding for the period. Basic loss per Class B common share is determined by dividing net loss allocated to the Class B common shares by the weighted average number of Class B common shares outstanding during the period.

Diluted 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, and the treasury stock method for RSUs and restricted shares, and are included in the calculation if determined to be dilutive.

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The following table summarizes the basic and diluted earnings per share calculations for the three and nine months ended September 30, 2018 and 2017 (in thousands, except shares and per share amounts):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Numerator:
Net loss attributable to the Company	$	(10,019	)	$	(4,467	)	$	(20,411	)	$	(22,092	)
Adjustments to net loss attributable to the Company	63			(28		)	227			(752		)
Net loss attributable to common shareholders	$	(9,956	)	$	(4,495	)	$	(20,184	)	$	(22,844	)
Numerator—basic common shares:
Numerator for basic net loss available to Class A common shareholders	$	(9,952	)	$	(4,493	)	$	(20,176	)	$	(22,833	)
Numerator for basic net loss available to Class B common shareholders	$	(4	)	$	(2	)	$	(8	)	$	(10	)
Numerator—diluted common shares:
Net loss attributable to common shareholders	$	(9,956	)	$	(4,495	)	$	(20,184	)	$	(22,844	)
Reallocation of loss to Company upon assumed exchange of units	$	—		$	—		$	(27,354	)	$	—
Numerator for diluted net loss available to Class A common shareholders	$	(9,952	)	$	(4,493	)	$	(47,520	)	$	(22,833	)
Numerator for diluted net loss available to Class B common shareholders	$	(4	)	$	(2	)	$	(18	)	$	(10	)
Denominator:
Basic weighted average Class A common shares outstanding	65,740,931			62,946,348			64,736,942			51,024,766
Diluted weighted average Class A common shares outstanding	65,740,931			62,946,348			144,872,638			51,024,766
Basic and diluted weighted average Class B common shares outstanding	79,145,487			81,463,433			80,111,663			77,944,525
Basic loss per share:
Class A common shares	$	(0.15	)	$	(0.07	)	$	(0.31	)	$	(0.45	)
Class B common shares	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Diluted loss per share:
Class A common shares	$	(0.15	)	$	(0.07	)	$	(0.33	)	$	(0.45	)
Class B common shares	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Anti-dilutive potential RSUs	72,579			688,692			72,579			688,692
Anti-dilutive potential Restricted Shares (weighted average)	1,853,308			396,028			1,810,551			375,644
Anti-dilutive potential Class A common shares (weighted average)	79,169,230			81,487,871			—			77,967,908
Anti-dilutive potential Class B common shares (weighted average)	2,917,827			2,917,827			2,917,827			2,917,827

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20. ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss attributable to the Company consists of unamortized defined benefit pension plan net actuarial losses that totaled $2.6 million at September 30, 2018 and $2.5 million at December 31, 2017 , net of tax benefits of $0.7 million for both periods. At both September 30, 2018 and December 31, 2017 , the Company held a full valuation allowance of $0.7 million related to the accumulated tax benefits. Accumulated other comprehensive loss of $1.6 million and $1.8 million is included in noncontrolling interests at September 30, 2018 and December 31, 2017 , respectively. Net actuarial gains or losses are re-determined annually or upon remeasurement events and principally arise from changes in the rate used to discount benefit obligations and differences between expected and actual returns on plan assets. Reclassifications from accumulated other comprehensive loss to net loss related to amortization of net actuarial losses were approximately $46,000 and $47,000 , net of taxes, for the nine months ended September 30, 2018 , and 2017 , respectively and are included in other miscellaneous income in the accompanying condensed consolidated statements of operations.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

The following discussion contains management’s discussion and analysis of our financial condition and results of operations and should be read in conjunction with our condensed consolidated financial statements and related notes included under Part I, Item 1 of this report and our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. “Us,” “we,” and “our” refer to Five Point Holdings, LLC, together with its consolidated subsidiaries. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including but not limited to those described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. Actual results could differ materially from those set forth in any forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements.”

Overview

We conduct all of our business in or through our operating company, Five Point Operating Company, LP (the “operating company”). On October 1, 2017, we converted the operating company from a Delaware limited liability company to a Delaware limited partnership. We are, through a wholly owned subsidiary, the sole managing general partner and owned, as of September 30, 2018 , approximately 61.5% of the operating company. The operating company directly or indirectly owns equity interests in: (1) Five Point Land, LLC (“FPL”), which owns The Newhall Land & Farming Company, a California limited partnership, and is developing Newhall Ranch; (2) The Shipyard Communities, LLC (the “San Francisco Venture”), which is developing Candlestick Point and The San Francisco Shipyard; (3) Heritage Fields LLC (the “Great Park Venture”), which is developing Great Park Neighborhoods; (4) Five Point Communities, LP and Five Point Communities Management, Inc. (together, the “management company”), which have historically managed the development of Great Park Neighborhoods and Newhall Ranch; and (5) Five Point Office Venture Holdings I, LLC (the “Gateway Commercial Venture”), which owns the Five Point Gateway Campus. The operating company consolidates and controls the management of all of these entities except for the Great Park Venture and the Gateway Commercial Venture. The operating company owns a 37.5% percentage interest in the Great Park Venture, and a 75% interest in the Gateway Commercial Venture and accounts for its interest using the equity method. The management company performs development management services for the Great Park Venture and property management services for the Gateway Commercial Venture.

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Results of Operations

The timing of our land sale revenues is influenced by several factors, including the sequencing of the planning and development process and market conditions at our communities. As a result, we have historically experienced, and expect to continue to experience, variability in results of operations between comparable periods.

On January 1, 2018, we, the Great Park Venture, and the Gateway Commercial Venture adopted the new revenue recognition accounting guidance contained in Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers , using the modified retrospective approach with the cumulative effect recorded as an adjustment to opening capital. The new guidance was applied to contracts not completed at the transition date. Results for reporting periods beginning after January 1, 2018 are presented under ASC Topic 606, Revenue from Contracts with Customers , while prior period results have not been adjusted and continue to be reported in accordance with historic accounting under ASC Topic 605, Revenue Recognition, and other industry specific guidance. See Note 2 and Note 3 to our condensed consolidated financial statements included under Part I, Item 1 of this report for a discussion of recently adopted accounting pronouncements.

The following table summarizes our consolidated historical results of operations for the three months and nine months ended September 30, 2018 and 2017 .



	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
	(in thousands)
Statement of Operations Data
Revenues
Land sales	$	70		$	2,655		$	122		$	7,859
Land sales—related party	225			693			667			85,551
Management services—related party	11,159			5,466			34,366			16,417
Operating properties	1,534			2,805			5,890			7,341
Total revenues	12,988			11,619			41,045			117,168
Costs and expenses
Land sales	90			1,641			180			83,755
Management services	6,684			2,572			20,536			7,878
Operating properties	1,027			3,115			4,524			8,307
Selling, general, and administrative	26,220			37,450			83,831			92,605
Total costs and expenses	34,021			44,778			109,071			192,545
Other income
Adjustment to payable pursuant to tax receivable agreement	—			—			1,928			—
Interest income	3,062			—			8,719			—
Miscellaneous	60			23			8,472			69
Total other income	3,122			23			19,119			69
Equity in (loss) earnings from unconsolidated entities	(4,028		)	22,825			1,368			17,584
Loss before income tax benefit	(21,939		)	(10,311		)	(47,539		)	(57,724		)
Income tax benefit	—			—			—			—
Net loss	(21,939		)	(10,311		)	(47,539		)	(57,724		)
Less net loss attributable to noncontrolling interests	(11,920		)	(5,844		)	(27,128		)	(35,632		)
Net loss attributable to the company	$	(10,019	)	$	(4,467	)	$	(20,411	)	$	(22,092	)

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Three Months Ended September 30, 2018 and 2017

Revenues. Revenues increased by $1.4 million , or 11.8% , to $13.0 million for the three months ended September 30, 2018 , from $11.6 million for the three months ended September 30, 2017 . We had no land sales during the three months ended September 30, 2018 , and we recognized minimal miscellaneous land sale revenues during the period in comparison to approximately $3.3 million of miscellaneous land sale revenues recognized for the three months ended September 30, 2017. Miscellaneous land sale revenues in 2017 included the recognition of deferred revenues, profit participation and other builder fees from both related and third party transactions at our Newhall segment. Offsetting this decrease in land sale revenues was an increase in management services revenue at our Great Park segment as a result of a change to how we account for the recognition of certain variable management fees under the new revenue recognition guidance.

Cost of management services. Cost of management services increased by $4.1 million , or 159.9% , to $6.7 million for the three months ended September 30, 2018 , from $2.6 million for the three months ended September 30, 2017 . The increase was primarily due to intangible asset amortization expense at our Great Park segment.

Selling, general, and administrative. Selling, general, and administrative expenses decreased by $11.2 million , or 30.0% , to $26.2 million for the three months ended September 30, 2018 , from $37.5 million for the three months ended September 30, 2017 . The decrease is mainly attributable to a decrease in share-based compensation expense and decreased expenses incurred at our Newhall segment.

Other income. Other income for the three months ended September 30, 2018 consisted primarily of interest income earned on our cash and cash equivalents during the three month period.

Equity in (loss) earnings from unconsolidated entities. Equity in earnings from unconsolidated entities decreased to a loss of $4.0 million for the three months ended September 30, 2018 , from an earnings of $22.8 million for the three months ended September 30, 2017 . The decrease was primarily due to revenue from land sales at our Great Park segment for the three months ended September 30, 2017 compared to no land sales for the same period in 2018.

Income tax benefit. Pre-tax losses of $21.9 million for the three months ended September 30, 2018 resulted in a deferred tax benefit and an increase in our net deferred tax asset of $2.4 million . However, offsetting the deferred tax benefit and the net deferred tax asset was an increase to our deferred tax asset valuation allowance of $2.4 million . We assessed the realization of the net deferred tax asset and the need for a valuation allowance, based on positive and negative evidence, and determined that at September 30, 2018 it is more likely than not that such net deferred tax assets will not be realized. Pre-tax losses for the three months ended September 30, 2017 of $10.3 million resulted in a deferred tax benefit and an increase in our net deferred tax asset of $1.8 million , both of which were offset by an increase in our deferred tax asset valuation allowance of $1.8 million . Our effective tax rate, before changes in valuation allowance, decreased for the three months ended September 30, 2018 compared to the three months ended September 30, 2017 , primarily due to the effect of the federal rate change included in the Tax Cuts and Jobs Act of 2017 that was enacted in December 2017.

Nine Months Ended September 30, 2018 and 2017

Revenues. Revenues decreased by $76.1 million , or 65.0% , to $41.0 million for the nine months ended September 30, 2018 , from $117.2 million for the nine months ended September 30, 2017 . The difference in revenue was primarily due to a land sale of 3.6 acres planned for construction of up to 390 for-sale homesites to a related party at our San Francisco segment in January 2017. Offsetting this decrease was an increase in management services revenue at our Great Park segment as a result of a change to how we account for the recognition of certain variable management fees under the new revenue recognition guidance.

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Cost of Land Sales. The higher cost of land sales for the nine months ended September 30, 2017 was primarily due to the land sale at our San Francisco segment.

Cost of management services. Cost of management services increased by $12.7 million , or 160.7% , to $20.5 million for the nine months ended September 30, 2018 , from $7.9 million for the nine months ended September 30, 2017 . The increase was primarily due to intangible asset amortization expense at our Great Park segment.

Selling, general, and administrative. Selling, general, and administrative expenses decreased by $8.8 million , or 9.5% , to $83.8 million for the nine months ended September 30, 2018 , from $92.6 million for the nine months ended September 30, 2017 . The decrease is mainly due to lower expenses incurred at our Newhall segment.

Other income. Other income for the nine months ended September 30, 2018 consisted primarily of a $6.7 million gain on the sale of an operating asset at our Newhall segment in addition to interest income earned on our cash and cash equivalents.

Equity in (loss) earnings from unconsolidated entity. Equity in loss from unconsolidated entities decreased to $1.4 million for the nine months ended September 30, 2018 , from an earnings of $17.6 million for the nine months ended September 30, 2017 . The decrease was primarily due to revenue from land sales at our Great Park segment during the nine months ended September 30, 2017 compared to the same period in 2018.

Income tax benefit. At December 31, 2017, we carried a deferred tax asset valuation allowance of $7.9 million against a net deferred tax asset of the same amount. Pre-tax losses of $47.5 million for the nine months ended September 30, 2018 resulted in a deferred tax benefit and an increase to the net deferred tax asset of $5.2 million . However, offsetting the deferred tax benefit and the net deferred tax asset was an increase to our deferred tax asset valuation allowance of $5.2 million . We assessed the realization of the net deferred tax asset and the need for a valuation allowance, based on positive and negative evidence, and determined that at September 30, 2018 it is more likely than not that such net deferred tax assets will not be realized. Pre-tax losses for the nine months ended September 30, 2017 of $57.7 million resulted in a deferred tax benefit and an increase in our net deferred tax asset of $9.3 million , both of which were offset by an increase in our deferred tax asset valuation allowance of $9.3 million . Our effective tax rate, before changes in valuation allowance, decreased for the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017 , primarily due to the effect of the federal rate change enacted as part of the Tax Cuts and Jobs Act of 2017 that was enacted in December 2017.

Segment Results and Financial Information

Our four reportable operating segments are Newhall, San Francisco, Great Park and Commercial:


•	Our Newhall segment includes operating results for the Newhall Ranch community, as well as results attributable to other land historically owned by FPL, including 16,000 acres in Ventura County, The Tournament Players Club at Valencia Golf Course (which was sold in January 2018), and approximately 500 acres of remnant commercial, residential and open space land in Los Angeles County.


•	Our San Francisco segment includes operating results for the Candlestick Point and The San Francisco Shipyard communities, as well as results attributable to the development management services that we provide to affiliates of Lennar Corporation (“Lennar”) with respect to the Treasure Island community in the City of San Francisco and the Concord community in the San Francisco Bay Area.


•	Our Great Park segment includes operating results for the Great Park Neighborhoods community and development management services provided by the management company for the Great Park Venture.

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•	Our Commercial segment includes the operating results of the Five Point Gateway Campus and property management services provided by the management company for the Gateway Commercial Venture.

Newhall Segment

Our Newhall Ranch property consists of approximately 15,000 acres in northern Los Angeles County. Newhall Ranch is designed to include approximately 21,500 homesites and approximately 11.5 million square feet of commercial space. Newhall Ranch is directly adjacent to our completed, award-winning master-planned community in Valencia, where today approximately 20,000 households reside and approximately 60,000 people work. We are continuing land development activities at Newhall Ranch’s Mission Village and expect to start delivering homesites to builders in late 2019. Mission Village is approved for up to 4,055 homesites and approximately 1.6 million square feet of commercial development.

The following table summarizes the results of operations of our Newhall segment for the three months and nine months ended September 30, 2018 and 2017 .



	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
	(in thousands)
Statement of Operations Data
Revenues
Land sales	$	70		$	2,655		$	122		$	7,859
Land sales—related party	4			109			4			962
Operating properties	1,354			2,501			5,342			6,983
Total revenues	1,428			5,265			5,468			15,804
Costs and expenses
Land sales	14			1,197			104			3,166
Operating properties	1,027			3,115			4,524			8,307
Selling, general, and administrative	3,615			7,045			12,131			23,604
Total costs and expenses	4,656			11,357			16,759			35,077
Other income	60			23			6,922			69
Segment loss	$	(3,168	)	$	(6,069	)	$	(4,369	)	$	(19,204	)

Three Months Ended September 30, 2018 and 2017

Land sale revenues. Revenues for the three months ended September 30, 2017 were primarily due to miscellaneous land sale revenue recognition, which includes the recognition of deferred revenues, profit participation and collection of various builder fees.

Selling, general, and administrative. Selling, general, and administrative expenses decreased by $3.4 million , or 48.7% , to $3.6 million for the three months ended September 30, 2018 , from $7.0 million for the three months ended September 30, 2017 . This decrease was primarily due to decreased legal and consulting expenses incurred during the three months ended September 30, 2018 compared to 2017. See Note 12 to our condensed consolidated financial statements included under Part I, Item 1 of this report for a discussion of legal proceedings.

Nine Months Ended September 30, 2018 and 2017

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Land sale revenues. Revenues for the nine months ended September 30, 2017 were primarily due to miscellaneous land sale revenue recognition, which includes the recognition of deferred revenues, profit participation and collection of various builder fees.

Selling, general, and administrative. Selling, general, and administrative expenses decreased by $11.5 million , or 48.6% , to $12.1 million for the nine months ended September 30, 2018 , from $23.6 million for the nine months ended September 30, 2017 . This decrease was primarily due to decreased legal and consulting expenses incurred in 2018 compared to 2017 related to certain legal proceedings. See Note 12 to our condensed consolidated financial statements included under Part I, Item 1 of this report for a discussion of legal proceedings.

Other income. In January 2018, the Tournament Players Club at Valencia Golf Course was sold for net cash proceeds of $5.7 million, and the buyer’s assumption of certain liabilities, including certain club membership related liabilities. We recognized a gain of $6.7 million as a result of the sale. We operated the property as an amenity to the segment’s completed Valencia community.

San Francisco Segment

Located almost equidistant between downtown San Francisco and the San Francisco International Airport, the Candlestick Point and The San Francisco Shipyard communities consist of approximately 800 acres of bayfront property in the City of San Francisco. The Candlestick Point and The San Francisco Shipyard communities are designed to include approximately 12,000 homesites and approximately 6.3 million square feet of commercial space.

In November 2014, the San Francisco Venture formed a joint venture (the “Mall Venture”) with an affiliate of The Macerich Company to construct an urban retail outlet shopping district at Candlestick Point. Construction of the urban retail outlet shopping district at Candlestick Point commenced in 2015 with the demolition of the Candlestick Park stadium and other infrastructure work. In light of the rapidly evolving retail landscape, we have been evaluating, together with the members of the Mall Venture, the viability of an urban retail outlet at Candlestick Point. We are engaged in infrastructure development at Candlestick Point, however, we are currently exploring potential alternative configurations and/or uses for the site.

In November 2016, San Francisco voters approved an initiative measure, Proposition O, to exempt Candlestick Point and The San Francisco Shipyard from citywide office development growth restrictions. Those growth controls (referred to as Proposition M after the 1986 initiative measure first imposing them) limit the amount of new office construction each year in San Francisco to 950,000 square feet per year and require each new office development of 25,000 square feet or more to obtain an allocation of office space from the Planning Commission. With passage of Proposition O and related redevelopment plan amendments that the San Francisco Venture obtained, development at Candlestick Point and The San Francisco Shipyard will not be required to obtain an allocation of office space and will not be subject to the Proposition M annual limitations on office development. This means the full amount of permitted commercial square footage at Candlestick Point and The San Francisco Shipyard can be constructed as we determine, including all at once, even though Proposition M may delay new office developments elsewhere in San Francisco. We recently amended the disposition and development agreement with the City of San Francisco to increase the total amount of commercial use at Candlestick Point and The San Francisco Shipyard by over two million square feet, most of which we anticipate will be for office use and which increases our total commercial space to approximately 6.3 million square feet.

At The San Francisco Shipyard, approximately 408 acres are still owned by the U.S. Navy and will not be conveyed to us until the U.S. Navy satisfactorily completes its finding of suitability to transfer, or “FOST,” process, which involves multiple levels of environmental and governmental investigation, analysis, review, comment and approval. Based on our discussions with the U.S. Navy, we had previously expected the U.S. Navy to deliver this property between 2019 and 2022. However, allegations that Tetra Tech, Inc. (“Tetra Tech”), a contractor hired by

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the U.S. Navy, misrepresented its sampling results at The San Francisco Shipyard have resulted in data reevaluation, governmental investigations, criminal proceedings and lawsuits related to the actions of the former employees of the independent contractor, and a determination by the U.S. Navy and other regulatory agencies to undertake additional sampling. As part of the 2018 Congressional spending bill, the U.S. Department of Defense allocated $36 million to help fund resampling efforts at The San Francisco Shipyard. An additional $60.4 million to fund resampling efforts was approved as part of a 2019 military construction spending bill. These activities could further delay the remaining land transfers from the U.S. Navy, or lead to additional legal claims or government investigations, all of which could in turn delay or impede our future development of such parcels. Our development plans were designed with the flexibility to adjust for potential land transfer delays, and we have the ability to shift the phasing of our development activities to account for potential delays caused by U.S. Navy retesting, but there can be no assurance that these matters and other related matters that may arise in the future will not materially impact our development plans.

We have been, and may in the future be, named as a defendant in lawsuits seeking damages and other relief arising out of alleged contamination at The San Francisco Shipyard and Tetra Tech’s alleged misrepresentations of related sampling work. See Note 12 to our condensed consolidated financial statements included under Part I, Item 1 of this report. Given the preliminary nature of the claims to date, the Company cannot predict the outcome of these matters.

The following table summarizes the results of operations of our San Francisco segment for the three months and nine months ended September 30, 2018 and 2017 .



	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
	(in thousands)
Statement of Operations Data
Revenues
Land sales—related party	$	221		$	584		$	663		$	84,589
Operating property	180			304			548			358
Management services—related party	689			1,467			3,741			4,352
Total revenues	1,090			2,355			4,952			89,299
Costs and expenses
Land sales	76			444			76			80,589
Management services	219			183			830			503
Selling, general, and administrative	5,281			7,266			18,211			20,772
Total costs and expenses	5,576			7,893			19,117			101,864
Segment loss	$	(4,486	)	$	(5,538	)	$	(14,165	)	$	(12,565	)

Three Months Ended September 30, 2018 and 2017

Revenues. The decrease in revenues for the three months ended September 30, 2018 was mainly attributable to an amendment to our agreement with an affiliate of Lennar, which reduced the fees and the scope of management services that we provide with respect to the Treasure Island community. The amended agreement is expected to expire in December 2018.

Nine Months Ended September 30, 2018 and 2017

Land sales revenue—related party. Land sales revenues decreased by $83.9 million , or 99.2% , to $0.7 million for the nine months ended September 30, 2018 , from $84.6 million for the nine months ended September 30,

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2017 . The decrease was primarily due to the recognition of revenues in 2017 from a sale to a related party for real estate within the Candlestick Point and The San Francisco Shipyard communities. The sale closed in January 2017, resulting in gross proceeds of $91.4 million on 3.6 acres planned for construction of up to 390 for-sale homesites. As of September 30, 2017, we had deferred $9.9 million in revenue related to the sale. In transitioning to the new revenue recognition guidance, we determined that we transferred control of the land in connection with the 2017 land sale at the time of the sale, and we recognized $9.9 million in deferred revenues, and the associated inventory relief, directly to capital on January 1, 2018. Additionally, under the new revenue guidance, the recognition of variable consideration from land sale contracts in the form of revenue or profit participation and marketing fees received from homebuilders, which historically have been recognized as revenue in the period in which the contingencies associated with the amount and timing of the consideration were resolved, is now recognized at the time of land sale in an amount we expect to be entitled to receive in revenue. At the transition date, our San Francisco segment recognized a contract asset of $7.0 million representing a variable cash consideration component of the transaction price for the sale that closed in January 2017. In the third quarter of 2018, after receiving the necessary government approvals, the related party customer transferred to us entitlements for the right to construct 172 homesites and 71,000 square feet of retail space at the Candlestick Point and The San Francisco Shipyard communities. As a result of receiving these entitlements, the transaction price components changed, and we relinquished our rights to receive the variable cash consideration. The total transaction price did not change as a result of the changes to the consideration components. The cost of land sales for the nine months ended September 30, 2017 is primarily related to the land sale to the related party.

Great Park Segment

We have a 37.5% percentage interest in the Great Park Venture, and we account for our investment using the equity method of accounting. We have a controlling interest in the management company, which performs development management services at Great Park Neighborhoods. We do not include the Great Park Venture as a consolidated subsidiary in our consolidated financial statements. However, because of the relationship between the management company and the Great Park Venture, we assess our investment in the Great Park Venture based on the financial information for the Great Park Venture in its entirety, and not just our equity interest in it. As a result, our Great Park segment consists of the operations of both the Great Park Venture and the development management services provided by the management company at the Great Park Venture.

Great Park Neighborhoods consists of approximately 2,100 acres in Orange County and is being built around the approximately 1,300 acre Orange County Great Park, a metropolitan public park that is under construction. Great Park Neighborhoods is designed to include approximately 9,500 homesites and approximately 4.9 million square feet of commercial space.

Interests in the Great Park Venture are either “percentage interests” or “legacy interests.” Holders of the legacy interests are entitled to receive priority distributions in an amount up to $565.0 million, and holders of percentage interests are entitled to all other distributions. As of October 31, 2018, aggregate distributions to holders of legacy interests totaled $355.0 million. See Note 5 to our condensed consolidated financial statements included under Part I, Item 1 of this report for additional discussion of distribution priorities at the Great Park Venture.

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The following table summarizes the results of operations of our Great Park segment for the three months and nine months ended September 30, 2018 and 2017 .



	Three Months Ended September 30,					Nine Months Ended September 30,
	2018			2017		2018		2017
	(in thousands)
Statement of Operations Data
Revenues
Land sales	$	485		$	457,516	$	171,061	$	461,710
Land sales—related party	936			720		1,373		3,706
Management services—related party	9,833			3,929		29,808		11,995
Total revenues	11,254			462,165		202,242		477,411
Costs and expenses
Land sales	—			325,678		118,113		328,871
Management services	6,465			2,389		19,706		7,375
Selling, general, and administrative	9,365			6,364		26,157		18,444
Management fees—related party	2,594			1,539		17,858		4,618
Total costs and expenses	18,424			335,970		181,834		359,308
Interest income	505			—		2,392		—
Segment (loss) income	$	(6,665	)	$	126,195	$	22,800	$	118,103

Three Months Ended September 30, 2018 and 2017

Land sale revenues. Land sale revenues decreased by $457.0 million to $0.5 million for the three months ended September 30, 2018 , from $457.5 million for the three months ended September 30, 2017 primarily due to land sales to eight homebuilders for an aggregate of 1,007 homesites on approximately 103 acres, resulting in gross proceeds of $474.8 million, that occurred during the three months ended September 30, 2017. During the three months ended September 30, 2018 , land sale revenues included changes in estimates of variable consideration from those amounts previously recorded by the Great Park Venture in accordance with the application of the new revenue guidance.

Management services revenue—related party. The management company has an agreement to provide development management services to the Great Park Venture. Under this agreement, the management company receives a base management fee, reimbursement for certain defined project team costs and the right to receive certain variable incentive compensation upon the achievement of certain milestones. The new revenue guidance primarily impacted our recognition of variable incentive compensation consideration. Previously, revenue was recognized when contingencies associated with the amount and timing of the consideration were resolved. Under the new guidance, estimates of the amount of variable consideration that we expect to be entitled to receive as revenue are recognized over time as management services are provided. Upon transitioning to the new guidance, we adjusted our opening balance sheet on January 1, 2018 to reflect a contract asset of $29.4 million representing the cumulative amount of consideration we expect to be entitled to receive for services provided through the transition date. We include this contract asset in related party assets on our consolidated balance sheet. During the three months ended September 30, 2018 , management services revenue—related party included $5.5 million in revenues attributable to the incentive compensation provisions of the development management agreement with the Great Park Venture for services provided during the period. Correspondingly, our contract asset also increased by $5.5 million during the three months ended September 30, 2018 . The base management fee and reimbursement of certain defined project

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costs of $4.3 million recognized during the three months ended September 30, 2018 remained relatively consistent compared to the $3.9 million recognized during the same period in 2017.

Management services costs and expenses. Included within management services costs and expenses are general and administrative costs and expenses incurred directly by the management company’s project team that is managing the development of the Great Park Neighborhoods. We also include amortization expense, if any, related to the intangible asset attributed to the incentive compensation provisions of the development management agreement with the Great Park Venture. Corporate and non-project team salaries and overhead are not allocated to management services costs and expenses and are reported in selling, general, and administrative costs in the consolidated statement of operations. During the three months ended September 30, 2018 , management services costs and expenses increased compared to 2017 primarily as a result of amortization expense related to the intangible asset.

Selling, general, and administrative. Selling, general, and administrative expenses are comprised of the Great Park Venture’s marketing related costs and project team and other administrative costs that are reimbursed to the management company per the terms of the development management agreement. Selling, general, and administrative costs increased by $3.0 million , to $9.4 million for the three months ended September 30, 2018 , from $6.4 million for the three months ended September 30, 2017 . The higher expense during the three months ended September 30, 2018 is primarily due to increased marketing activities in connection with active neighborhoods at the Great Park Neighborhoods.

Management fees—related party. Management fees increased by $1.1 million , to $2.6 million for the three months ended September 30, 2018 , from $1.5 million for the three months ended September 30, 2017 . Management fees incurred by the Great Park Venture are comprised of base development management fees and incentive compensation fees. The increase is primarily due to $1.0 million of accrued incentive compensation expense in addition to the base development management fees that were included in the three months ended September 30, 2018 . Only base development management fees were incurred during the three months ended September 30, 2017 .

Nine Months Ended September 30, 2018 and 2017

Land sale revenues. Land sale revenues decreased by $290.6 million to $171.1 million for the nine months ended September 30, 2018 from $461.7 million for the nine months ended September 30, 2017 . Land sales during the nine months ended September 30, 2017 included revenue recognition from the sale of 1,007 home sites on approximately 103 acres, resulting in gross proceeds of $474.8 million. Land sales during the nine months ended September 30, 2018 , include revenue recognized from the sale of 536 home sites on approximately 33 acres, with initial gross proceeds from the base price of $166.0 million. Revenues from the 2018 sale also include approximately $4.0 million as an estimate of the amount of variable consideration from marketing fees that we expect to be entitled to receive. Land sale revenues also included changes in estimates of variable consideration from those amounts previously recorded by the Great Park Venture in accordance with the application of the new revenue guidance.

Management services revenue—related party. During the nine months ended September 30, 2018 , we recognized $16.5 million in revenues and an increase to our contract asset attributed to the incentive compensation provisions of the development management agreement with the Great Park Venture for services provided during the period. We also recognized $13.3 million in revenues attributable to the base management fee and reimbursement of certain defined project costs during the nine months ended September 30, 2018 compared to $12.0 million recognized during the same period in 2017.

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Management services costs and expenses. During the nine months ended September 30, 2018 , management services costs and expenses increased compared to 2017 primarily as a result of amortization expense related to the intangible asset of $11.2 million in 2018 and no amortization expense incurred in 2017.

Selling, general, and administrative. Selling, general, and administrative expenses are comprised of the Great Park Venture’s marketing related costs and project team and other administrative costs that are reimbursed to the management company per the terms of the development management agreement. Selling, general, and administrative costs increased by $7.7 million , to $26.2 million for the nine months ended September 30, 2018 , from $18.4 million for the nine months ended September 30, 2017 . The higher expense during the nine months ended September 30, 2018 is primarily due to increased marketing activities in connection with active neighborhoods at the Great Park Neighborhoods.

Management fees—related party. Management fees increased by $13.2 million , to $17.9 million for the nine months ended September 30, 2018 , from $4.6 million for the nine months ended September 30, 2017 . The increase is primarily due to accrued incentive compensation expense in addition to the base development management fee included in the nine months ended September 30, 2018 . Only base development management fees were incurred during the nine months ended September 30, 2017 .

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 months and nine months ended September 30, 2018 and 2017 .



	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
	(in thousands)
Segment net (loss) income from operations	$	(6,665	)	$	126,195		$	22,800		$	118,103
Less net income of management company attributed to the Great Park segment	3,368			1,574			10,102			4,618
Net (loss) income of Great Park Venture	(10,033		)	124,621			12,698			113,485
The Company’s share of net (loss) income of the Great Park Venture	(3,762		)	46,733			4,762			42,557
Basis difference accretion (amortization)	246			(23,770		)	(3,406		)	(24,835		)
Equity in (loss) earnings from the Great Park Venture	$	(3,516	)	$	22,963		$	1,356		$	17,722

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Commercial Segment

In August 2017, the Gateway Commercial Venture, in which we own a 75% interest, acquired the Five Point Gateway Campus, a commercial office campus consisting of approximately 73 acres of land in the Great Park Neighborhoods containing four newly constructed buildings, two of which were leased back by the seller, Broadcom Limited (together with its subsidiaries, “Broadcom”). The Five Point Gateway Campus includes approximately one million square feet planned for research and development and office space in the four buildings, which are designed to accommodate thousands of employees. Broadcom will remain the largest tenant, leasing approximately 660,000 square feet of research and development space pursuant to a 20-year triple net lease.

We do not include the Gateway Commercial Venture as a consolidated subsidiary in our consolidated financial statements. However, as a result of our 75% economic interest and our role as manager, we assess our investment in the Gateway Commercial Venture based on the financial information of the Gateway Commercial Venture in its entirety, and we include the Gateway Commercial Venture’s financial results within the Commercial segment. Additionally, the management company has been engaged by the Gateway Commercial Venture to provide property management services to the Five Point Gateway Campus. We include the management company’s results of operations related to these property management services within the Commercial segment.

The following table summarizes the results of operations of our Commercial segment for the three months and nine months ended September 30, 2018 . We have not presented results for the period from August 4, 2017 to September 30, 2017 (approximately two months) as the period does not provide a meaningful comparison to the corresponding three and nine months ended September 30, 2018.



	Three Months Ended September 30,			Nine Months Ended September 30,
	2018			2018
	(in thousands)
Statement of Operations Data
Revenues
Rental and related income	$	6,299		$	19,245
Property management fees	637			817
Total revenues	6,936			20,062
Costs and expenses
Rental operating expenses	1,106			2,773
Other expenses	5,876			16,456
Total costs and expenses	6,982			19,229
Segment (loss) income	$	(46	)	$	833

For the three and nine months ended September 30, 2018 , our Commercial segment recognized $6.9 million and $20.1 million in revenues, respectively, from the triple net lease with Broadcom and our property management services. Expenses were mostly comprised of depreciation, amortization and interest expense totaling $5.8 million and $16.2 million for the three and nine months ended September 30, 2018 . Our segment net loss was approximately $46,000 and segment net income was $0.8 million for the three and nine months ended September 30, 2018 , respectively. Our share of equity in loss from the Gateway Commercial Venture totaled $0.5 million for the three months ended September 30, 2018 and our share of equity in earnings totaled approximately $12,000 for the nine months ended September 30, 2018 .

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The table below reconciles the Commercial segment results to the equity in (loss) earnings 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, 2018 . We have not presented results for the period from August 4, 2017 to September 30, 2017 (approximately two months) as the period does not provide a meaningful comparison to the corresponding three and nine months ended September 30, 2018.



	Three Months Ended September 30,			Nine Months Ended September 30,
	2018			2018
	(in thousands)
Segment net (loss) income from operations	$	(46	)	$	833
Less net income of management company attributed to the Commercial segment	637			817
Net (loss) income of Gateway Commercial Venture	(683		)	16
Equity in (loss) earnings from the Gateway Commercial Venture	$	(512	)	$	12

Financial Condition, Liquidity and Capital Resources

As of September 30, 2018 , we had $594.9 million of consolidated cash and cash equivalents, compared to $848.5 million at December 31, 2017. As of September 30, 2018 , no funds have been drawn on the Company’s $125.0 million revolving credit facility. However, letters of credit of $1.0 million are issued and outstanding under the revolving credit facility, thus reducing the available capacity to $124.0 million.

Our short-term cash needs consist primarily of general and administrative expenses and development expenditures at Newhall Ranch and the Candlestick Point and The San Francisco Shipyard communities. The development stages of our master-planned communities continue to require significant cash outlays on both a short-term and long-term basis. While we expect land sales at Newhall Ranch to begin in late 2019, the Candlestick Point and The San Francisco Shipyard communities are not expected to generate significant liquidity within the next 12 months. We expect to meet our cash requirements for at least the next 12 months with available cash and collection of management fees under our various management agreements.

Our long-term cash needs relate primarily to future land development expenditures and investments in or vertical construction costs for properties that we may acquire or develop for our income-producing portfolio. We budget our cash development costs on an annual basis. Budgeted amounts are subject to change due to delays or accelerations in construction or regulatory approvals, changes in inflation rates and other increases (or decreases) in costs. We may also modify our development plans or change the sequencing of our communities in response to changing economic conditions, consumer preferences and other factors, which could have a material impact on the timing and amount of our development costs. Budgeted amounts are expected to be funded through a combination of available cash, cash flows from our communities and reimbursements from public financing, including community facilities districts, tax increment financing and local, state and federal grants. Cash flows from our communities may occur in uneven patterns as cash is primarily generated by land sales, which can occur at various points over the life cycle of our communities.

We currently expect to have sufficient capital to fund the horizontal development of our communities in accordance with our development plan for several years. However, we may experience cost increases, our plans may change or circumstances may arise that result in our needing additional capital to execute our development plan. In addition, the level of capital expenditures in any given year may vary due to, among other things, the number of communities or neighborhoods under development and the number of planned deliveries, which may vary based on market conditions. We may seek to raise additional capital by accessing the debt or equity capital markets or with one or more revolving or term loan facilities or other public or private financing alternatives. These financings may not be available on attractive terms, or at all.

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Summary of Cash Flows

The following table outlines the primary components of our cash flows (in thousands):



	Nine Months Ended September 30,
	2018			2017
Operating activities	$	(239,707	)	$	(29,163	)
Investing activities	(3,796		)	(56,710		)
Financing activities	(10,131		)	410,379

Cash Flows from Operating Activities. Cash flows from operating activities are primarily comprised of cash inflows from land sales, management services and operating property results. Cash outflows are comprised primarily of cash outlays for land development costs, employee compensation, and selling, general, and administrative costs. Our operating cash flows vary significantly each year due to the timing of land sales and the development efforts related to our master-planned communities.

Net cash used in operating activities increased by $210.5 million for the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017 due to $91.2 million in net proceeds received upon closing escrow for the land sale at the San Francisco Venture that offset net cash used for operating activities during the nine months ended September 30, 2017 . Additionally, during the nine months ended September 30, 2018 net cash used in operating activities included increased spending on land development activities at our Newhall segment and a payment of $18.9 million for interest due on our senior notes.

Cash Flows from Investing Activities. Net cash used in investing activities was $3.8 million for the nine months ended September 30, 2018 , a decrease of $52.9 million compared to the net cash used in investing activities of $56.7 million for the nine months ended September 30, 2017 .

For the nine months ended September 30, 2018 , net proceeds from the sale of the Newhall segment’s golf course operating property were $5.7 million. Additionally, we used $1.8 million of cash to acquire an indirect interest in rights to certain legacy interests in the Great Park Venture that were held by our CEO, Mr. Emile Haddad. We expect to receive distributions of approximately $2.8 million with respect to such legacy interest as the Great Park Venture makes the remaining priority distributions to the holders of legacy interests. We also made a capital contribution of $8.4 million to the Gateway Commercial Venture. The contribution, which related to funding of tenant improvements, is expected to be distributed back to the Company following completion of the tenant improvements. During the nine months ended September 30, 2017 , we had net proceeds from purchases and maturities of investments in marketable securities of $20.0 million, and received proceeds of $30.0 million from the prior owners of the San Francisco Venture under the final installment of the $120.0 million capital commitment given in connection with the formation transactions. Offsetting these net proceeds was the initial contribution of $106.5 million to the Gateway Commercial Venture.

Cash Flows from Financing Activities. Net cash used in financing activities was $10.1 million for the nine months ended September 30, 2018 compared to $410.4 million net cash provided by financing activities for the nine months ended September 30, 2017 . In May 2017, we received aggregate proceeds of $419.7 million, net of underwriting discounts of $18.4 million, upon the closing of the Company's IPO and concurrent private placement. We used $5.1 million and $6.5 million during the nine months ended September 30, 2018 and 2017, respectively, to net settle certain share-based compensation awards with employees for tax withholding purposes. Additionally, during the nine months ended September 30, 2018 , we made the final principal payment of $5.0 million on a settlement note.

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Changes in Capital Structure

During the nine months ended September 30, 2018 , our ownership percentage in the operating company increased to 61.5% , primarily due to the operating company issuing us additional Class A Common Units in connection with our issuance of Class A common shares under our share-based compensation plan and to our issuance of approximately 2.3 million Class A common shares in exchange for an equal number of Class A Common Units of the operating company tendered for redemption.

Contractual Obligations and Commitments

Our contractual obligations have not changed materially from those reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

We are committed under various letters of credit (“LOCs”) to perform certain development activities and provide certain guarantees in the normal course of business. Outstanding LOCs totaled $2.4 million at each of September 30, 2018 and December 31, 2017 . At each of September 30, 2018 and December 31, 2017 , we had $1.4 million in restricted cash and certificates of deposit securing certain of our LOCs. Additionally, under our revolving credit facility, we are able to utilize undrawn capacity to support the issuance of LOCs. As of September 30, 2018 , we were using approximately $1.0 million in capacity under the revolving credit facility to support LOCs. Additionally, in the ordinary course of business and as a part of the entitlement and development process, we are required to provide performance bonds to ensure completion of certain development obligations. We had outstanding performance bonds of $73.5 million as of September 30, 2018 .

In April 2018, Lennar replaced a guaranty that the San Francisco Venture had given to the San Francisco Agency for $5.5 million. At September 30, 2018 , 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 $197.8 million .

Critical Accounting Policies

Other than with respect to revenue recognition, there have been no significant changes to our critical accounting policies during the nine months ended September 30, 2018 as compared to those disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 . The adoption of the new revenue guidance on January 1, 2018 has increased the significance of judgments related to the amount of variable consideration we include in the transaction price for contracts with customers and the amount we recognize as revenue before the contingency is resolved. In addition to the information below, see Note 2 and Note 3 to our condensed consolidated financial statements included under Part I, Item 1 of this report for additional information on revenue recognition.

Land Sales

Revenues from land sales are recognized when we satisfy the performance obligation at a point in time, which typically occurs when the control of the land passes to our customers. We recognize revenue in an amount that reflects the consideration we expect to be entitled to receive (i.e. the transaction price) in exchange for the transfer of land. The transaction price typically contains fixed and variable components in which the fixed consideration represents the stated purchase price for the land. Some of our residential homesite sale agreements contain a profit participation provision, a variable consideration, whereby we receive from homebuilders a portion of profit after the builder has received an agreed-upon margin. If the project profitability falls short of the participation threshold, we receive no additional revenues. In most contracts, at the time of the land sale we expect to constrain our estimate of profit participation, if any, as there are significant factors outside our control that will impact whether participation thresholds will be met. In addition, some residential homesite sale agreements contain a provision requiring the homebuilder to pay a marketing fee per residence sold, as a percentage of the home sale

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price. We estimate such fees as a variable consideration and include an amount we expect to be entitled to receive in the transaction price. At the end of each reporting period, we reassess the variable considerations to ensure changes in circumstances or constraints are appropriately reflected in the estimated transaction price. Changes in estimates of variable components of transaction prices could result in cumulative catch-up adjustments to revenue.

A contract asset or liability is recognized when the timing of the satisfaction of a performance obligation is different from the timing of the payments made by our customers. Contract assets typically consist of our estimate of contingent or variable consideration that has been included in the transaction price and recognized as revenue before the contingency is resolved and the contractual payment is due. Contract liabilities typically consist of payments received prior to satisfying the associated performance obligation. For example, we may record a contract asset at the closing of a land sale representing the estimated marketing fees included in the transaction price. However, the actual amount and timing of marketing fee payments is not known until the time a residence is sold. As marketing fee payments are collected from our customers, the contract asset balance will be adjusted and reduced accordingly. Further, re-estimation of marketing fees at the end of each reporting period may result in an increase or decrease to the contract asset.

Management Services

Revenues from management services are recognized as the customer consumes the benefits of the performance obligation satisfied over time. The transaction price pertaining to management services revenue is comprised of fixed and variable components whereby the fixed consideration typically represents a base management fee. Our management agreements may contain incentive compensation fee provisions contingent on the performance of our customer. In making estimates of incentive compensation we expect to be entitled to receive in exchange for providing management services, we make significant assumptions and judgments in evaluating the factors that may determine the amount of consideration we will ultimately receive. In doing so, we typically utilize cash flow projections. These cash flows are significantly affected by estimates and assumptions related to market supply and demand, the local economy, projected pace of sales of homesites, pricing and price appreciation over the estimated selling period, the length of the estimated development and selling periods, remaining development, general, and administrative costs, and other factors. We recognize incentive compensation revenue from management services evenly over the expected contract term, as the performance obligation is satisfied. When changes in our estimates and assumptions occur, our estimate of the amount of incentive compensation we expect to be entitled to receive may change, resulting in a cumulative catch-up being recorded in the period of the change.

Similar to land sale revenues, we may recognize a contract asset associated with revenues generated from management services when there is a timing difference between the satisfaction of performance obligations and revenues becoming billable. Reassessment of the estimated transaction price at the end of each reporting period may increase or decrease contract assets. Contract asset balances are reduced when revenues from our customers become billable.

Recently Issued Accounting Pronouncements and Developments

See Note 2 to our condensed consolidated financial statements included under Part I, Item 1 of this report for a discussion of new accounting pronouncements applicable to the Company.

Off-Balance Sheet Arrangements

We had no material off-balance sheet arrangements as of September 30, 2018 .

Seasonality

Our business and results of operations are not materially impacted by seasonality.

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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss from adverse changes in market prices and interest rates. Our future earnings, cash flows and fair values relative to financial instruments are dependent upon prevailing market interest rates. Our primary market risk results from our indebtedness, which bears interest at both fixed and floating rates. Although we do not currently do so, we may in the future manage our market risk on floating rate debt by entering into swap arrangements to in effect fix the rate on all or a portion of the debt for varying periods up to maturity. This would, in turn, reduce the risks of variability of cash flows created by floating rate debt and mitigate the risk of increases in interest rates. Our objective when undertaking such arrangements would be to reduce our floating rate exposure, as we do not plan to enter into hedging arrangements for speculative purposes.

As of September 30, 2018 , we had outstanding consolidated indebtedness of $556.7 million , $65.1 million of which bears interest based on floating interest rates. If the relevant rates used to determine the interest rates on this floating rate indebtedness were to increase (or decrease) by 100 basis points, the interest expense would increase (or decrease) by approximately $0.7 million annually.

We have not entered into any transactions using derivative financial instruments or derivative commodity instruments.

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ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the supervision and participation of our President and Chief Executive Officer and our Vice President and Chief Financial Officer (the “Certifying Officers”), has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2018 . Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to management, including our Certifying Officers and our Board of Directors, as appropriate to allow timely decisions regarding required disclosure. Based upon that evaluation, the Certifying Officers concluded that our disclosure controls and procedures were effective as of September 30, 2018 .

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

For disclosures of legal proceedings, see Note 12 to our condensed consolidated financial statements included under Part I, Item 1 of this report, which is incorporated herein by reference.

ITEM 1A. Risk Factors

There have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2017.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

ITEM 3. Defaults Upon Senior Securities

None

ITEM 4. Mine Safety Disclosures

Not Applicable

ITEM 5. Other Information

None

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ITEM 6. Exhibits



Exhibit	Exhibit Description

10.1	Third Amendment to Disposition and Development Agreement (Candlestick Point and Phase 2 of the Hunters Point Shipyard), dated as of August 10, 2018, by and between CP Development Co., LLC and the Successor Agency to the Redevelopment Agency of the City and County of San Francisco (Exhibit 10.1 to the Current Report on Form 8-K filed on August 16, 2018 is incorporated herein by this reference).

31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document

101.SCH	XBRL Taxonomy Extension Schema Document

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	XBRL Taxonomy Extension Label Linkbase Document

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	FIVE POINT HOLDINGS, LLC

	By:	/s/ Emile Haddad
		Emile Haddad
		Chairman, President and Chief Executive Officer
		(Principal Executive Officer)


	By:	/s/ Erik Higgins
		Erik Higgins
		Chief Financial Officer and Vice President
		(Principal Financial Officer and Principal Accounting Officer)