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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2023
OR
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.)
2000 FivePoint
4th Floor
Irvine
California
92618
(Address of Principal Executive Offices)
(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)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A common sharesFPHNew York Stock Exchange
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 No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes No
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.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
As of July 14, 2023, 69,199,938 Class A common shares and 79,233,544 Class B common shares were outstanding.




FIVE POINT HOLDINGS, LLC

TABLE OF CONTENTS

FORM 10-Q
Page
PART I. FINANCIAL INFORMATION
ITEM 1.
ITEM 2.
ITEM 3.
ITEM 4.
PART II. OTHER INFORMATION
ITEM 1.
ITEM 1A.
ITEM 2.
ITEM 3.
ITEM 4.
ITEM 5.
ITEM 6.




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, including anticipated deliveries of homesites and anticipated amenities in our communities.
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:
uncertainties and risks related to public health issues such as a major epidemic or pandemic, including COVID-19;
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;
the availability of cash for distribution and debt service and exposure to risk of default under debt obligations;
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;
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, 2022, as well as other risks and uncertainties detailed from time to time in our subsequent Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission, 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.


PART I. FINANCIAL INFORMATION

ITEM 1.    Financial Statements

FIVE POINT HOLDINGS, LLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except shares)
(Unaudited)
June 30, 2023December 31, 2022
ASSETS
INVENTORIES
$2,254,935 $2,239,125 
INVESTMENT IN UNCONSOLIDATED ENTITIES
302,337 331,594 
PROPERTIES AND EQUIPMENT, NET
29,668 30,243 
INTANGIBLE ASSET, NET—RELATED PARTY
31,656 40,257 
CASH AND CASH EQUIVALENTS
193,203 131,771 
RESTRICTED CASH AND CERTIFICATES OF DEPOSIT
992 992 
RELATED PARTY ASSETS
89,933 97,126 
OTHER ASSETS
11,179 14,676 
TOTAL
$2,913,903 $2,885,784 
LIABILITIES AND CAPITAL
LIABILITIES:
Notes payable, net
$621,419 $620,651 
Accounts payable and other liabilities
90,760 94,426 
Related party liabilities
83,684 93,086 
Deferred income tax liability, net
11,506 11,506 
Payable pursuant to tax receivable agreement
173,208 173,068 
Total liabilities
980,577 992,737 
COMMITMENTS AND CONTINGENT LIABILITIES (Note 11)
REDEEMABLE NONCONTROLLING INTEREST
25,000 25,000 
CAPITAL:
Class A common shares; No par value; Issued and outstanding: June 30, 2023—69,199,938 shares; December 31, 2022—69,068,354 shares
Class B common shares; No par value; Issued and outstanding: June 30, 2023—79,233,544 shares; December 31, 2022—79,233,544 shares
Contributed capital
589,634 587,733 
Retained earnings
52,421 33,386 
Accumulated other comprehensive loss
(2,939)(2,988)
Total members’ capital
639,116 618,131 
Noncontrolling interests
1,269,210 1,249,916 
Total capital
1,908,326 1,868,047 
TOTAL
$2,913,903 $2,885,784 

See accompanying notes to unaudited condensed consolidated financial statements.

1

FIVE POINT HOLDINGS, LLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
(Unaudited)
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
REVENUES:
Land sales
$16 $14 $(9)$571 
Land sales—related party
(29)1,711 595 1,712 
Management services—related party
20,774 2,703 25,010 6,250 
Operating properties
588 965 1,454 1,746 
Total revenues
21,349 5,393 27,050 10,279 
COSTS AND EXPENSES:
Land sales
    
Management services
9,682 2,200 12,048 4,884 
Operating properties
1,798 2,378 2,970 4,217 
Selling, general, and administrative
12,710 12,651 26,462 29,442 
Restructuring   19,437 
Total costs and expenses
24,190 17,229 41,480 57,980 
OTHER INCOME (EXPENSE):
Interest income
1,293 117 2,129 138 
Miscellaneous
(20)112 (41)224 
Total other income
1,273 229 2,088 362 
EQUITY IN EARNINGS (LOSS) FROM UNCONSOLIDATED ENTITIES52,128 643 53,176 (389)
INCOME (LOSS) BEFORE INCOME TAX PROVISION50,560 (10,964)40,834 (47,728)
INCOME TAX PROVISION(5)(8)(13)(13)
NET INCOME (LOSS)50,555 (10,972)40,821 (47,741)
LESS NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS26,984 (5,861)21,786 (25,500)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY$23,571 $(5,111)$19,035 $(22,241)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE
Basic$0.34 $(0.07)$0.28 $(0.32)
Diluted
$0.34 $(0.07)$0.27 $(0.33)
WEIGHTED AVERAGE CLASS A SHARES OUTSTANDING
Basic68,811,975 68,495,523 68,758,894 68,332,460 
Diluted
145,040,689 69,635,563 144,939,450 69,472,500 
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY PER CLASS B SHARE
Basic and diluted
$0.00 $(0.00)$0.00 $(0.00)
WEIGHTED AVERAGE CLASS B SHARES OUTSTANDING
Basic and diluted79,233,544 79,233,544 79,233,544 79,233,544 

See accompanying notes to unaudited condensed consolidated financial statements.

2

FIVE POINT HOLDINGS, LLC
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
NET INCOME (LOSS)$50,555 $(10,972)$40,821 $(47,741)
OTHER COMPREHENSIVE INCOME:
Reclassification of actuarial loss on defined benefit pension plan included in net income (loss)40 13 81 26 
Other comprehensive income before taxes
40 13 81 26 
INCOME TAX PROVISION RELATED TO OTHER COMPREHENSIVE INCOME
    
OTHER COMPREHENSIVE INCOME—Net of tax
40 13 81 26 
COMPREHENSIVE INCOME (LOSS)50,595 (10,959)40,902 (47,715)
LESS COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS26,999 (5,856)21,816 (25,490)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY$23,596 $(5,103)$19,086 $(22,225)

See accompanying notes to unaudited condensed consolidated financial statements.


3

FIVE POINT HOLDINGS, LLC
CONDENSED CONSOLIDATED STATEMENTS OF CAPITAL
(In thousands, except share amounts)
(Unaudited)
Class A Common SharesClass B Common SharesContributed CapitalRetained EarningsAccumulated Other Comprehensive LossTotal Members’ CapitalNoncontrolling InterestsTotal Capital
BALANCE - March 31, 202369,199,938 79,233,544 $588,704 $28,850 $(2,964)$614,590 $1,242,211 $1,856,801 
Net income— — — 23,571 — 23,571 26,984 50,555 
Share-based compensation expense
— — 930 — — 930 — 930 
Other comprehensive income—net of tax of $0
— — — — 25 25 15 40 
BALANCE - June 30, 202369,199,938 79,233,544 $589,634 $52,421 $(2,939)$639,116 $1,269,210 $1,908,326 
BALANCE - March 31, 202269,068,354 79,233,544 $585,606 $31,659 $(1,933)$615,332 $1,250,280 $1,865,612 
Net loss— — — (5,111)— (5,111)(5,861)(10,972)
Share-based compensation expense
— — 661 — — 661 — 661 
Other comprehensive income—net of tax of $0
— — — — 8 8 5 13 
BALANCE - June 30, 202269,068,354 79,233,544 $586,267 $26,548 $(1,925)$610,890 $1,244,424 $1,855,314 


See accompanying notes to unaudited condensed consolidated financial statements.

4

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
Other
Comprehensive
Loss
Total
Members’
Capital
Noncontrolling
Interests
Total
Capital
BALANCE - December 31, 202269,068,354 79,233,544 $587,733 $33,386 $(2,988)$618,131 $1,249,916 $1,868,047 
Net income— — — 19,035 — 19,035 21,786 40,821 
Share-based compensation expense
— — 1,693 — — 1,693 — 1,693 
Reacquisition of share-based compensation awards for tax-withholding purposes
(83,660)— (202)— — (202)— (202)
Issuance of share-based compensation awards, net of forfeitures215,244 — — — — — — — 
Other comprehensive income—net of tax of $0
— — — — 51 51 30 81 
Tax distributions to noncontrolling interests— — — — — — (1,974)(1,974)
Adjustment to liability recognized under tax receivable agreement—net of tax of $0
— — (140)— — (140)— (140)
Adjustment of noncontrolling interest in the Operating Company
— — 550 — (2)548 (548) 
BALANCE - June 30, 202369,199,938 79,233,544 $589,634 $52,421 $(2,939)$639,116 $1,269,210 $1,908,326 
BALANCE - December 31, 202170,107,552 79,233,544 $587,587 $48,789 $(1,952)$634,424 $1,265,954 $1,900,378 
Net loss— — — (22,241)— (22,241)(25,500)(47,741)
Share-based compensation expense
— — 4,764 — — 4,764 — 4,764 
Reacquisition of share-based compensation awards for tax-withholding purposes
(417,716)— (2,736)— — (2,736)— (2,736)
Forfeitures of share-based compensation awards, net of issuances(621,482)— — — — — — — 
Other comprehensive income—net of tax of $0
— — — — 16 16 10 26 
Tax distributions to noncontrolling interests— — — — — — (435)(435)
Adjustment to liability recognized under tax receivable agreement—net of tax of $0
— — 1,058 — — 1,058 — 1,058 
Adjustment of noncontrolling interest in the Operating Company
— — (4,406)— 11 (4,395)4,395  
BALANCE - June 30, 202269,068,354 79,233,544 $586,267 $26,548 $(1,925)$610,890 $1,244,424 $1,855,314 

See accompanying notes to unaudited condensed consolidated financial statements.

5

FIVE POINT HOLDINGS, LLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Six Months Ended June 30,
20232022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)$40,821 $(47,741)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Equity in (earnings) loss from unconsolidated entities(53,176)389 
Return on investment from Great Park Venture52,736  
Depreciation and amortization11,204 3,034 
Share-based compensation1,693 4,764 
Changes in operating assets and liabilities:
Inventories(14,867)(89,880)
Related party assets6,013 2,029 
Other assets2,430 (602)
Accounts payable and other liabilities(3,520)(14,521)
Related party liabilities(5,409)8,997 
Net cash provided by (used in) operating activities37,925 (133,531)
CASH FLOWS FROM INVESTING ACTIVITIES:
Return of investment from Great Park Venture29,028  
Return of investment from Valencia Landbank Venture648 1,544 
Contribution to Valencia Landbank Venture (95)
Purchase of properties and equipment (62)
Net cash provided by investing activities29,676 1,387 
CASH FLOWS FROM FINANCING ACTIVITIES:
Related party reimbursement obligation(3,993)(2,327)
Reacquisition of share-based compensation awards for tax-withholding purposes(202)(2,736)
Tax distributions to noncontrolling interests(1,974)(435)
Net cash used in financing activities(6,169)(5,498)
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH61,432 (137,642)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period132,763 266,792 
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period$194,195 $129,150 
SUPPLEMENTAL CASH FLOW INFORMATION (Note 12)
See accompanying notes to unaudited condensed consolidated financial statements.

6

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 planned communities in California. The Holding Company owns all of its assets and conducts all of its operations through Five Point Operating Company, LP, a Delaware limited partnership (the “Operating Company”), and its subsidiaries.
The Company has two classes of shares outstanding: Class A common shares and Class B common shares. Holders of Class A common shares and holders of Class B common shares are entitled to one vote for each share held of record on all matters submitted to a vote of shareholders, and are both entitled to receive distributions at the same time. However, the distributions paid to holders of Class B common shares are in an amount per share equal to 0.0003 multiplied by the amount paid per Class A common share.
The Company presents noncontrolling interests on the Company’s condensed consolidated balance sheet and classifies such interests within capital but separate from the Company’s Class A and Class B members’ capital. Noncontrolling interests represent equity interests in the Company’s consolidated subsidiaries held by partners in the Operating Company, excluding the Holding Company, and members in The Shipyard Communities, LLC (the “San Francisco Venture”), excluding the Operating Company (see Note 5).
The Company has an entity structure in which the Company’s two largest equity owners, Lennar Corporation (“Lennar”) and Castlelake, LP (“Castlelake”), and the Company’s founder and Chairman Emeritus, Emile Haddad, separately hold, in addition to interests in the Company’s common shares, equity interests in either or both the Operating Company or the San Francisco Venture that can be exchanged for, at the Company’s option, either the Company’s Class A common shares or cash. The diagram below presents a simplified depiction of the Company’s organizational structure as of June 30, 2023:
2022 Org Chart.jpg
(1) A wholly owned subsidiary of the Holding Company serves as the sole managing general partner of the Operating Company. As of June 30, 2023, the Company owned approximately 62.6% of the outstanding Class A Common Units of the Operating Company. After a one year holding period, a holder of Class A Common Units of the Operating Company can exchange the units for, at the Company’s option, either Class A common shares of the Holding Company, on a one-for-one basis, or cash equal to the fair market value of such shares. Until Class A Common Units of the Operating Company are exchanged or redeemed, the capital associated with Class A Common Units of the Operating Company not held by the Holding Company is presented within "noncontrolling interests" on the Company’s condensed consolidated balance sheet. Assuming the exchange of all outstanding Class A Common Units of the Operating Company and all outstanding Class A units of the San Francisco Venture (see (2)

7

below), that are not held by the Company, based on the closing price of the Company’s Class A common shares on July 14, 2023 ($3.00), the equity market capitalization of the Company was approximately $445.4 million.
(2) The Operating Company owns all of the outstanding Class B units of the San Francisco Venture, the entity developing the Candlestick and The San Francisco Shipyard communities. The Class A units of the San Francisco Venture, which the Operating Company does not own, are intended to be economically equivalent to Class A Common Units of the Operating Company. As the holder of all outstanding Class B units of the San Francisco Venture, the Operating Company is entitled to receive 99% of available cash from the San Francisco Venture after the holders of Class A units in the San Francisco Venture have received distributions equivalent to the distributions, if any, paid on Class A Common Units of the Operating Company. Class A units of the San Francisco Venture can be exchanged, on a one-for-one basis, for Class A Common Units of the Operating Company (See Note 5). Until exchanged or redeemed through the Operating Company, the capital associated with Class A units of the San Francisco Venture is presented within "noncontrolling interests" on the Company’s condensed consolidated balance sheet.
(3) Together, the Operating Company, Five Point Communities, LP, a Delaware limited partnership (“FP LP”), and Five Point Communities Management, Inc., a Delaware corporation (“FP Inc.” and together with FP LP, the “Management Company”) own 100% of Five Point Land, LLC, a Delaware limited liability company (“FPL”), the entity developing Valencia, a mixed-use planned community located in northern Los Angeles County, California. The Operating Company has a controlling interest in the Management Company.
(4) Interests in Heritage Fields LLC, a Delaware limited liability company (the “Great Park Venture”), are either “Percentage Interests” or “Legacy Interests.” Holders of the Legacy Interests were entitled to receive priority distributions up to an aggregate amount of $565.0 million, of which $524.3 million had been distributed as of July 14, 2023 (See Note 4). The Company owns a 37.5% Percentage Interest in the Great Park Venture and serves as its administrative member. However, management of the Great Park Venture is vested in the four voting members, who have a total of five votes. Major decisions generally require the approval of at least 75% of the votes of the voting members. The Company has two votes, and the other three voting members each have one vote, so the Company is unable to approve any major decision without the consent or approval of at least two of the other voting members. The Company does not include the Great Park Venture as a consolidated subsidiary, but rather as an equity method investee, in its condensed consolidated financial statements.
(5) The Company owns a 75% interest in Five Point Office Venture Holdings I, LLC, a Delaware limited liability company (the “Gateway Commercial Venture”). The Company manages the Gateway Commercial Venture, however, the manager’s authority is limited. Major decisions by the Gateway Commercial Venture generally require unanimous approval by an executive committee composed of two people designated by the Company and two people designated by another investor. Some decisions require approval by all of the members of the Gateway Commercial Venture. The Company does not include the Gateway Commercial Venture as a consolidated subsidiary, but rather as an equity method investee, in its condensed consolidated financial statements.
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, 2022. In the opinion of management, all adjustments (including normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results and cash flows for the three and six months ended June 30, 2023 are not necessarily indicative of the operating results and cash flows that may be expected for the full year.
Use of estimates—The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Management evaluates its estimates on an ongoing basis and makes revisions to these estimates and related disclosures as experience develops or new information becomes known. Actual results could differ from those estimates.

8

Miscellaneous other (loss) income—Miscellaneous other (loss) income consisted of the following (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Net periodic pension (cost) benefit$(20)$112 $(41)$224 
Total miscellaneous other (loss) income$(20)$112 $(41)$224 
Recently adopted accounting pronouncements—There are no recent accounting pronouncements that have had or are expected to have a material impact on the Company’s condensed consolidated financial statements or disclosures.

9

3.    REVENUES
The following tables present the Company’s consolidated revenues disaggregated by revenue source and reporting segment (in thousands):
Three Months Ended June 30, 2023Six Months Ended June 30, 2023
Valencia San Francisco
Great Park(1)
Commercial(1)
TotalValencia San Francisco
Great Park(1)
Commercial(1)
Total
Land sales and land sales—related party
$(13)$ $ $ $(13)$586 $ $ $ $586 
Management services—related party
  20,670 104 20,774   24,799 211 25,010 
Operating properties141    141 499    499 
128  20,670 104 20,902 1,085  24,799 211 26,095 
Operating properties leasing revenues285 162   447 631 324   955 
$413 $162 $20,670 $104 $21,349 $1,716 $324 $24,799 $211 $27,050 

Three Months Ended June 30, 2022Six Months Ended June 30, 2022
Valencia San Francisco
Great Park(1)
Commercial(1)
TotalValencia San Francisco
Great Park(1)
Commercial(1)
Total
Land sales and land sales—related party
$1,725 $ $ $ $1,725 $2,283 $ $ $ $2,283 
Management services—related party
  2,602 101 2,703   6,046 204 6,250 
Operating properties560    560 916    916 
2,285  2,602 101 4,988 3,199  6,046 204 9,449 
Operating properties leasing revenues283 122   405 528 302   830 
$2,568 $122 $2,602 $101 $5,393 $3,727 $302 $6,046 $204 $10,279 
(1) The tables above do not include revenues of the Great Park Venture and the Gateway Commercial Venture, which are included in the Company’s reporting segment totals (see Notes 4 and 13).
The opening and closing balances of the Company’s contract assets for the six months ended June 30, 2023 were $86.5 million ($79.9 million related party, see Note 8) and $78.6 million ($73.8 million related party, see Note 8), respectively. The opening and closing balances of the Company’s contract assets for the six months ended June 30, 2022 were $87.6 million ($79.1 million related party, see Note 8) and $87.8 million ($80.2 million related party, see Note 8), respectively. The decrease of $7.9 million for the six months ended June 30, 2023 between the opening and closing balances of the Company’s contract assets primarily resulted from the receipt of marketing fees from homebuilders from prior period land sales and the receipt of $24.6 million in incentive compensation payments from the Great Park Venture partially offset by additional incentive compensation revenue earned during the period from the Company's amended and restated development management agreement ("A&R DMA") with the Great Park Venture (see Note 8). The increase of $0.2 million for the six months ended June 30, 2022 between the opening and closing balances of the Company’s contract assets primarily resulted from a timing difference between when payments are made and the Company’s recognition of revenue earned from marketing fees from prior period land sales and agricultural crop sales.
The opening and closing balances of the Company’s other receivables from contracts with customers and contract liabilities for the six months ended June 30, 2023 and 2022 were insignificant.

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4.    INVESTMENT IN UNCONSOLIDATED ENTITIES
Great Park Venture
The Great Park Venture has two classes of interests—“Percentage Interests” and “Legacy Interests.” The Operating Company owned 37.5% of the Great Park Venture’s Percentage Interests as of June 30, 2023. During the six months ended June 30, 2023, the Great Park Venture made aggregate distributions of $25.5 million to holders of Legacy Interests and $218.0 million to holders of Percentage Interests. The Company received $81.8 million for its 37.5% Percentage Interest. As of June 30, 2023, Legacy Interest holders were entitled to receive a maximum of $40.7 million in distributions to be paid pro-rata with Percentage Interest holders. Approximately 10% of future distributions will be paid to the Legacy Interest holders until such time as the remaining balance has been fully paid. The holders of the Percentage Interests will receive all other distributions.
The Great Park Venture is the owner of Great Park Neighborhoods, a mixed-use planned community located in Orange County, California. The Company, through the A&R DMA, as amended, manages the planning, development and sale of land at the Great Park Neighborhoods and supervises the day-to-day affairs of the Great Park Venture. The Great Park Venture is governed by an executive committee of representatives appointed by only the holders of Percentage Interests. The Company serves as the administrative member but does not control the actions of the executive committee. The Company accounts for its investment in the Great Park Venture using the equity method of accounting.
The carrying value of the Company’s investment in the Great Park Venture is higher than the Company’s underlying share of equity in the carrying value of net assets of the Great Park Venture, resulting in a basis difference. The Company’s earnings or losses from the equity method investment are adjusted by amortization and accretion of the basis differences as the assets (mainly inventory) and liabilities that gave rise to the basis difference are sold, settled or amortized.
During the six months ended June 30, 2023, the Great Park Venture recognized $7.4 million in land sale revenues to related parties of the Company and $361.8 million in land sale revenues to third parties, of which $357.8 million relates to homesites sold to an unaffiliated land banking entity whereby a related party of the Company retained the option to acquire these homesites in the future from the land bank entity.
During the six months ended June 30, 2022, the Great Park Venture recognized $3.2 million in land sale revenues to related parties of the Company and $0.6 million in land sale revenues to third parties.
The following table summarizes the statements of operations of the Great Park Venture for the six months ended June 30, 2023 and 2022 (in thousands):
Six Months Ended June 30,
20232022
Land sale and related party land sale revenues$369,196 $3,825 
Home sale revenues 40,475 
Cost of land sales
(165,749)(13)
Cost of home sales (30,784)
Other costs and expenses
(32,547)(14,858)
Net income (loss) of Great Park Venture$170,900 $(1,355)
The Company’s share of net income (loss)$64,088 $(508)
Basis difference amortization, net(10,604)(586)
Equity in earnings (loss) from Great Park Venture$53,484 $(1,094)

11

The following table summarizes the balance sheet data of the Great Park Venture and the Company’s investment balance as of June 30, 2023 and December 31, 2022 (in thousands):
June 30, 2023December 31, 2022
Inventories
$435,920 $605,893 
Cash and cash equivalents
140,889 149,326 
Contract assets, receivable and other assets167,010 43,955 
Total assets
$743,819 $799,174 
Accounts payable and other liabilities
$173,420 $156,085 
Redeemable Legacy Interests
40,705 66,254 
Capital (Percentage Interest)
529,694 576,835 
Total liabilities and capital
$743,819 $799,174 
The Company’s share of capital in Great Park Venture
$198,636 $216,313 
Unamortized basis difference
62,109 72,713 
The Company’s investment in the Great Park Venture
$260,745 $289,026 

Gateway Commercial Venture
The Company owned a 75% interest in the Gateway Commercial Venture as of June 30, 2023. The Gateway Commercial Venture is governed by an executive committee in which the Company is entitled to appoint two individuals. One of the other members of the Gateway Commercial Venture is also entitled to appoint two individuals to the executive committee. The unanimous approval of the executive committee is required for certain matters, which limits the Company’s ability to control the Gateway Commercial Venture, however, the Company is able to exercise significant influence and therefore accounts for its investment in the Gateway Commercial Venture using the equity method. The Company is the manager of the Gateway Commercial Venture, with responsibility to manage and administer its day-to-day affairs and implement a business plan approved by the executive committee.
The Gateway Commercial Venture owns one commercial office building and approximately 50 acres of commercial land with additional development rights at a 73 acre office, medical, research and development campus located within the Great Park Neighborhoods (the “Five Point Gateway Campus”). The Five Point Gateway Campus consists of four buildings totaling approximately one million square feet. The Company and a subsidiary of Lennar lease portions of the building owned by the Gateway Commercial Venture, and during the six months ended June 30, 2023 and 2022, the Gateway Commercial Venture recognized $4.2 million and $4.1 million, respectively, in rental revenues from those leasing arrangements.
The following table summarizes the statements of operations of the Gateway Commercial Venture for the six months ended June 30, 2023 and 2022 (in thousands):
Six Months Ended June 30,
20232022
Rental revenues$4,175 $4,059 
Rental operating and other expenses(1,967)(1,225)
Depreciation and amortization (1,989)(1,969)
Interest expense(1,108)(620)
Net (loss) income of Gateway Commercial Venture$(889)$245 
Equity in (loss) earnings from Gateway Commercial Venture$(667)$184 

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The following table summarizes the balance sheet data of the Gateway Commercial Venture and the Company’s investment balance as of June 30, 2023 and December 31, 2022 (in thousands):
June 30, 2023December 31, 2022
Real estate and related intangible assets, net$80,834 $82,797 
Cash5,081 4,244 
Other assets4,639 4,588 
Total assets$90,554 $91,629 
Notes payable, net$29,418 $29,418 
Other liabilities7,764 7,951 
Members’ capital53,372 54,260 
Total liabilities and capital$90,554 $91,629 
The Company’s investment in the Gateway Commercial Venture$40,028 $40,695 
The debt of the Gateway Commercial Venture is non-recourse to the Company other than in the case of customary “bad act” exceptions or bankruptcy or insolvency events.
Valencia Landbank Venture
As of June 30, 2023, the Company owned a 10% interest in the Valencia Landbank Venture, an entity organized in December 2020 for the purpose of taking assignment from homebuilders of purchase and sale agreements for the purchase of residential lots within the Valencia community. The Valencia Landbank Venture concurrently enters into option and development agreements with homebuilders pursuant to which the homebuilders retain the option to purchase the land to construct and sell homes. The Company does not have a controlling financial interest in the Valencia Landbank Venture, however, the Company has the ability to significantly influence the Valencia Landbank Venture’s operating and financial policies, and most major decisions require the Company’s approval in addition to the approval of the Valencia Landbank Venture’s other unaffiliated member, and therefore the Company accounts for its investment in the Valencia Landbank Venture using the equity method. At June 30, 2023 and December 31, 2022, the Company’s investment in the Valencia Landbank Venture was $1.6 million and $1.9 million, respectively, and the Company recognized $0.4 million and $0.5 million in equity in earnings for the six months ended June 30, 2023 and 2022, respectively.
5.    NONCONTROLLING INTERESTS
The Operating Company
The Holding Company’s wholly owned subsidiary is the managing general partner of the Operating Company, and at June 30, 2023, the Holding Company and its wholly owned subsidiary owned approximately 62.6% of the outstanding Class A Common Units and 100% of the outstanding Class B Common Units of the Operating Company. The Holding Company consolidates the financial results of the Operating Company and its subsidiaries and records a noncontrolling interest for the remaining 37.4% of the outstanding Class A Common Units of the Operating Company that are owned separately by affiliates of Lennar, affiliates of Castlelake and an entity controlled by Emile Haddad, the Company’s Chairman Emeritus of the Board of Directors (the “Management Partner”).
After a 12 month holding period, holders of Class A Common Units of the Operating Company may exchange their units for, at the Company’s option, either (i) Class A common shares on a one-for-one basis (subject to adjustment in the event of share splits, distributions of shares, warrants or share rights, specified extraordinary distributions and similar events), or (ii) cash in an amount equal to the market value of such shares at the time of exchange. In either situation, an equal number of that holder’s Class B common shares will automatically convert into Class A common shares, at a ratio of 0.0003 Class A common shares for each Class B common share. This exchange right is currently exercisable by all holders of outstanding Class A Common Units of the Operating Company.
With each exchange of Class A Common Units of the Operating Company for Class A common shares, the Holding Company’s percentage ownership interest in the Operating Company and its share of the Operating Company’s cash distributions and profits and losses will increase. Additionally, other issuances of common shares of the Holding Company or common units of the Operating Company result in changes to the noncontrolling interest percentage. Such equity transactions result in an adjustment between members’ capital and the noncontrolling interest in the Company’s condensed consolidated balance sheet and statement of capital to account for the changes in the noncontrolling interest ownership percentage as well as any change in total net assets of the Company.
During the six months ended June 30, 2023 and 2022, the Holding Company’s ownership interest in the Operating Company changed as a result of net equity transactions related to the Company’s share-based compensation plan.

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The terms of the Operating Company's Limited Partnership Agreement (“LPA”) provide for the payment of tax distributions to the Operating Company's partners in an amount equal to the estimated income tax liabilities resulting from taxable income or gain allocated to those parties. The tax distribution provisions in the LPA were included in the Operating Company's governing documents adopted prior to the Company’s initial public offering and were designed to provide funds necessary to pay tax liabilities for income that might be allocated, but not paid, to the partners.
Tax distributions to the partners of the Operating Company for the three and six months ended June 30, 2023 and 2022, were as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Management Partner$ $ $1,974 $435 
Other partners (excluding the Holding Company)    
Total tax distributions$ $ $1,974 $435 
Generally, tax distributions are treated as advance distributions under the LPA and are taken into account when determining the amounts otherwise distributable under the LPA.
The San Francisco Venture
 
The San Francisco Venture has three classes of units—Class A, Class B and Class C units. The Operating Company owns all of the outstanding Class B units of the San Francisco Venture. All of the outstanding Class A units are owned by Lennar and Castlelake. The Class A units of the San Francisco Venture are intended to be substantially economically equivalent to the Class A Common Units of the Operating Company. The Class A units of the San Francisco Venture represent noncontrolling interests to the Operating Company.
Holders of Class A units of the San Francisco Venture can redeem their units at any time and receive Class A Common Units of the Operating Company on a one-for-one basis (subject to adjustment in the event of share splits, distributions of shares, warrants or share rights, specified extraordinary distributions and similar events). If a holder requests a redemption of Class A units of the San Francisco Venture that would result in the Holding Company’s ownership of the Operating Company falling below 50.1%, the Holding Company has the option of satisfying the redemption with Class A common shares instead. The Company also has the option, at any time, to acquire outstanding Class A units of the San Francisco Venture in exchange for Class A Common Units of the Operating Company. The 12 month holding period for any Class A Common Units of the Operating Company issued in exchange for Class A units of the San Francisco Venture is calculated by including the period that such Class A units of the San Francisco Venture were owned. This exchange right is currently exercisable by all holders of outstanding Class A units of the San Francisco Venture.
Redeemable Noncontrolling Interest
In 2019, the San Francisco Venture issued 25.0 million Class C units to an affiliate of Lennar in exchange for a contribution of $25.0 million to the San Francisco Venture. Provided that Lennar completes the construction of a certain number of new homes in Candlestick as contemplated under purchase and sale agreements with the Company, the San Francisco Venture is required to redeem the Class C units if and when the Company receives reimbursements from the Mello-Roos community facilities district formed for the development, in an aggregate amount equal to 50% of any reimbursements received up to a maximum amount of $25.0 million. The San Francisco Venture also maintains the ability to redeem the then outstanding balance of Class C units for cash at any time. Upon a liquidation of the San Francisco Venture, the holders of Class C Units are entitled to a liquidation preference. The maximum amount payable by the San Francisco Venture pursuant to redemptions or liquidation of the Class C units is $25.0 million. The holders of Class C units are not entitled to receive any other forms of distributions and are not entitled to any voting rights. In connection with the issuance of the Class C units, the San Francisco Venture agreed to spend $25.0 million on the development of infrastructure and/or parking facilities at the Company’s Candlestick development. At June 30, 2023 and December 31, 2022, $25.0 million of Class C units were outstanding and included in redeemable noncontrolling interest on the condensed consolidated balance sheets.
6.    CONSOLIDATED VARIABLE INTEREST ENTITY
The Holding Company conducts all of its operations through the Operating Company, a consolidated VIE, and as a result, substantially all of the Company’s assets and liabilities represent the assets and liabilities of the Operating Company, other than items attributed to income taxes and the payable pursuant to a tax receivable agreement (“TRA”). The Operating Company has investments in and consolidates the assets and liabilities of the San Francisco Venture, FP LP and FPL, all of which have also been determined to be VIEs.

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The San Francisco Venture is a VIE as the other members of the venture, individually or as a group, are not able to exercise kick-out rights or substantive participating rights. The Company applied the variable interest model and determined that it is the primary beneficiary of the San Francisco Venture and, accordingly, the San Francisco Venture is consolidated in the Company’s results. In making that determination, the Company evaluated that the Operating Company has unilateral and unconditional power to make decisions in regards to the activities that significantly impact the economics of the VIE, which are the development of properties, marketing and sale of properties, acquisition of land and other real estate properties and obtaining land ownership or ground lease for the underlying properties to be developed. The Company is determined to have more-than-insignificant economic benefit from the San Francisco Venture because, excluding Class C units, the Operating Company can prevent or cause the San Francisco Venture from making distributions on its units, and the Operating Company would receive 99% of any such distributions made (assuming no distributions had been paid on the Class A Common Units of the Operating Company). In addition, the San Francisco Venture is only allowed to make a capital call on the Operating Company and not any other interest holders, which could be a significant financial risk to the Operating Company.
As of June 30, 2023, the San Francisco Venture had total combined assets of $1.34 billion, primarily comprised of $1.34 billion of inventories and $0.9 million in related party assets, and total combined liabilities of $67.3 million, including $59.0 million in related party liabilities.
As of December 31, 2022, the San Francisco Venture had total combined assets of $1.31 billion, primarily comprised of $1.31 billion of inventories and $0.8 million in related party assets, and total combined liabilities of $67.3 million, including $63.0 million in related party liabilities.
Those assets are owned by, and those liabilities are obligations of, the San Francisco Venture, not the Company. The San Francisco Venture’s operating subsidiaries are not guarantors of the Company’s obligations, and the assets held by the San Francisco Venture may only be used as collateral for the San Francisco Venture’s obligations. The creditors of the San Francisco Venture do not have recourse to the assets of the Operating Company, as the VIE’s primary beneficiary, or of the Holding Company.
The Company and the other members do not generally have an obligation to make capital contributions to the San Francisco Venture. In addition, there are no liquidity arrangements or agreements to fund capital or purchase assets that could require the Company to provide financial support to the San Francisco Venture. The Company does not guarantee any debt of the San Francisco Venture. However, the Operating Company has guaranteed the performance of payment by the San Francisco Venture in accordance with the redemption terms of the Class C units of the San Francisco Venture (see Note 5).
FP LP and FPL are VIEs because the other partners or members have disproportionately fewer voting rights, and substantially all of the activities of the entities are conducted on behalf of the other partners or members and their related parties. The Operating Company, or a wholly owned subsidiary of the Operating Company, is the primary beneficiary of FP LP and FPL.
As of June 30, 2023, FP LP and FPL had combined assets of $1.1 billion, primarily comprised of $918.5 million of inventories, $31.7 million of intangibles and $73.8 million in related party assets, and total combined liabilities of $71.8 million, including $66.8 million in accounts payable and other liabilities and $4.9 million in related party liabilities.
As of December 31, 2022, FP LP and FPL had combined assets of $1.1 billion, primarily comprised of $927.9 million of inventories, $40.3 million of intangibles and $79.9 million in related party assets, and total combined liabilities of $77.2 million, including $70.5 million in accounts payable and other liabilities and $6.7 million in related party liabilities.
The Company evaluates its primary beneficiary designation on an ongoing basis and assesses the appropriateness of the VIE’s status when events have occurred that would trigger such an analysis. During the six months ended June 30, 2023 and 2022, there were no VIEs that were deconsolidated.
7.    INTANGIBLE ASSET, NET—RELATED PARTY
The intangible asset relates to the contract value of the incentive compensation provisions of the A&R DMA with the Great Park Venture. The intangible asset will be amortized over the expected contract period based on the pattern in which the economic benefits are expected to be received.
The carrying amount and accumulated amortization of the intangible asset as of June 30, 2023 and December 31, 2022 were as follows (in thousands):
June 30, 2023December 31, 2022
Gross carrying amount$129,705 $129,705 
Accumulated amortization(98,049)(89,448)
Net book value$31,656 $40,257 


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Intangible asset amortization expense, as a result of revenue recognition attributable to incentive compensation, was $8.0 million and $8.6 million for the three and six months ended June 30, 2023, respectively. No amortization expense was recognized during the three and six months ended June 30, 2022 as no incentive compensation revenue was recognized during the period. Amortization expense is included in the cost of management services in the accompanying condensed consolidated statements of operations and is included in the Great Park segment.
8.     RELATED PARTY TRANSACTIONS
Related party assets and liabilities included in the Company’s condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022 consisted of the following (in thousands):
June 30, 2023December 31, 2022
Related Party Assets:
Contract assets (see Note 3)
$73,826 $79,863 
Operating lease right-of-use asset (corporate office lease at Five Point Gateway Campus)15,245 16,425 
Other
862 838 
$89,933 $97,126 
Related Party Liabilities:
Reimbursement obligation
$58,998 $62,990 
Payable to holders of Management Company’s Class B interests
4,116 6,700 
Operating lease liability (corporate office lease at Five Point Gateway Campus)11,776 12,535 
Accrued advisory fees7,625 10,525 
Other
1,169 336 
$83,684 $93,086 
Development Management Agreement with the Great Park Venture (Incentive Compensation Contract Asset)
In 2010, the Great Park Venture, the Company’s equity method investee, engaged the Management Company under a development management agreement to provide management services to the Great Park Venture. The compensation structure in place consists of a base fee and incentive compensation. Incentive compensation is 9% of distributions available to be made by the Great Park Venture to its Legacy and Percentage Interest Holders. In December 2022, the Company and the Great Park Venture entered into an amendment to the A&R DMA to extend the term to December 31, 2024 (the "First Renewal Term"). If the A&R DMA is not extended by mutual agreement of the parties beyond December 31, 2024 and the Company is no longer providing management services subsequent to December 31, 2024, the Company will be entitled to 6.75% of distributions paid thereafter.
During the six months ended June 30, 2023, the Great Park Venture made a Legacy Incentive Compensation payment to the Company of $2.6 million and a Non-Legacy Incentive Compensation payment of $22.0 million. Upon receiving the Legacy Incentive Compensation payment, the Company distributed the $2.6 million in proceeds to the holders of the Management Company's Class B interests.
At June 30, 2023 and December 31, 2022, included in contract assets in the table above is $71.5 million and $77.4 million, respectively, attributed to incentive compensation revenue recognized but not yet due (see Note 3). Management fee revenues under the A&R DMA are included in management services—related party in the accompanying condensed consolidated statements of operations and are included in the Great Park segment. Management fee revenues under the A&R DMA were $20.7 million and $24.8 million for the three and six months ended June 30, 2023, respectively, and $2.6 million and $6.0 million for the three and six months ended June 30, 2022, respectively.

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9.    NOTES PAYABLE, NET
At June 30, 2023 and December 31, 2022, notes payable consisted of the following (in thousands):
June 30, 2023December 31, 2022
7.875% Senior Notes due 2025
$625,000 $625,000 
Unamortized debt issuance costs and discount
(3,581)(4,349)
$621,419 $620,651 
Revolving Credit Facility
In June 2023, the Operating Company entered into the fourth amendment to its $125.0 million unsecured revolving credit facility which, among other things, replaces the London Interbank Offer Rate with the Secured Overnight Financing Rate (“SOFR”) as a benchmark interest rate. Any borrowings under the revolving credit facility will bear interest at CME Term SOFR 1 month increased by 0.10% plus a margin ranging from 1.75% to 2.00% based on the Company’s leverage ratio. The maturity date of the unsecured revolving credit facility remains in April 2024, with one option to extend the maturity date by an additional year, subject to the satisfaction of certain conditions including the approval of the administrative agent and lenders. As of June 30, 2023, no borrowings or letters of credit were outstanding on the Operating Company’s revolving credit facility.
10.    TAX RECEIVABLE AGREEMENT
The Company is a party to a TRA with all of the holders of Class A Common Units of the Operating Company, all the holders of Class A units of the San Francisco Venture, and prior holders of Class A Common Units of the Operating Company and prior holders of Class A units of the San Francisco Venture that have exchanged their holdings for Class A common shares (as parties to the TRA, the “TRA Parties”). At June 30, 2023 and December 31, 2022, the Company’s condensed consolidated balance sheets included a liability of $173.2 million and $173.1 million, respectively, for payments expected to be made under certain components of the TRA which the Company deems to be probable and estimable. No TRA payments were made during the six months ended June 30, 2023 or 2022.
11.    COMMITMENTS AND CONTINGENCIES
The Company is subject to the usual obligations associated with entering into contracts for the purchase, development and sale of real estate, which the Company does in the routine conduct of its business. The operations of the Company are conducted through the Operating Company and its subsidiaries, and in some cases, the Holding Company will guarantee the payment by or performance of the Operating Company or its subsidiaries. The Company has operating leases for its corporate office and other facilities and the Holding Company is a guarantor to some of these lease agreements. Operating lease right-of-use assets are included in other assets or related party assets, and operating lease liabilities are included in accounts payable and other liabilities or related party liabilities on the condensed consolidated balance sheets and were as follows as of June 30, 2023 and December 31, 2022 (in thousands):
June 30, 2023December 31, 2022
Operating lease right-of-use assets ($15,245 and $16,425 related party, respectively)
$16,156 $19,067 
Operating lease liabilities ($11,776 and $12,535 related party, respectively)
$12,597 $15,705 
In addition to operating lease payment guarantees, the Holding Company had other contractual payment guarantees as of June 30, 2023 totaling $10.2 million.
Performance and Completion Bonding Agreements
In the ordinary course of business and as a part of the entitlement and development process, the Company is required to provide performance bonds to ensure completion of certain development obligations. The Company had outstanding performance bonds of $307.3 million and $315.0 million as of June 30, 2023 and December 31, 2022, respectively.
Candlestick and The San Francisco Shipyard Disposition and Development Agreement
The San Francisco Venture is a party to a disposition and development agreement with the Successor to the Redevelopment Agency of the City and County of San Francisco (the “San Francisco Agency”) in which the San Francisco Agency has agreed to convey portions of Candlestick and The San Francisco Shipyard to the San Francisco Venture for development. The San Francisco Venture has agreed to reimburse the San Francisco Agency for reasonable costs and expenses actually incurred and paid by the San Francisco Agency in performing its obligations under the disposition and development agreement. The San Francisco Agency can also earn a return of certain profits generated from the development and sale of Candlestick and The San Francisco Shipyard if certain thresholds are met.

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At each of June 30, 2023 and December 31, 2022, the San Francisco Venture had outstanding guarantees benefiting the San Francisco Agency for infrastructure and construction of certain park and open space obligations with aggregate maximum obligations of $198.3 million.
Letters of Credit
At each of June 30, 2023 and December 31, 2022, the Company had outstanding letters of credit totaling $1.0 million. These letters of credit were issued to secure various development and financial obligations. At each of June 30, 2023 and December 31, 2022, the Company had restricted cash and certificates of deposit of $1.0 million pledged as collateral under certain of the letters of credit agreements.
Legal Proceedings
Hunters Point Litigation
In May 2018, residents of the Bayview Hunters Point neighborhood in San Francisco filed a putative class action in San Francisco Superior Court naming Tetra Tech, Inc. and Tetra Tech EC, Inc., an independent contractor hired by the U.S. Navy to conduct testing and remediation of toxic radiological waste at The San Francisco Shipyard (“Tetra Tech”), Lennar and the Company as defendants (the “Bayview Action”). The plaintiffs allege that, among other things, Tetra Tech fraudulently misrepresented its test results and remediation efforts. The plaintiffs are seeking damages against Tetra Tech and the Company and have requested an injunction to prevent the Company and Lennar from undertaking any development activities at The San Francisco Shipyard. Given the preliminary nature of the claims, the Company cannot predict the outcome of the Bayview Action. The Company believes that it has meritorious defenses to the allegations in the Bayview Action and may have insurance and indemnification rights against third parties with respect to the claims.
Other
Other than the actions outlined above, the Company is also a party to various other claims, legal actions, and complaints arising in the ordinary course of business, the disposition of which, in the Company’s opinion, will not have a material adverse effect on the Company’s condensed consolidated financial statements.
As a significant land owner and developer of unimproved land it is possible that environmental contamination conditions could exist that would require the Company to take corrective action. In the opinion of the Company, such corrective actions, if any, would not have a material adverse effect on the Company’s condensed consolidated financial statements.

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12.    SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental cash flow information for the six months ended June 30, 2023 and 2022 were as follows (in thousands):
Six Months Ended June 30,
20232022
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest, all of which was capitalized to inventories$25,998 $26,146 
Noncash lease expense$2,094 $2,452 
NONCASH INVESTING AND FINANCING ACTIVITIES:
Adjustment to operating lease right-of-use assets from lease modification$(773)$ 
Adjustment to liability recognized under TRA$140 $(1,058)
Noncash lease expense is included within the depreciation and amortization adjustment to net loss on the Company’s condensed consolidated statements of cash flows.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows for the six months ended June 30, 2023 and 2022 (in thousands):
June 30, 2023June 30, 2022
Cash and cash equivalents$193,203 $127,820 
Restricted cash and certificates of deposit992 1,330 
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows$194,195 $129,150 
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.
13.    SEGMENT REPORTING
The Company’s reportable segments consist of:
• Valencia—includes the community of Valencia being developed in northern Los Angeles County, California. The Valencia segment derives revenues from the sale of residential and commercial land sites to homebuilders, commercial developers and commercial buyers. The Company’s investment in the Valencia Landbank Venture is also reported in the Valencia segment.
• San Francisco—includes the Candlestick and The San Francisco Shipyard communities located on bayfront property in the City of San Francisco, California. The San Francisco segment derives revenues from the sale of residential and commercial land sites to homebuilders, commercial developers and commercial buyers.
• Great Park—includes the Great Park Neighborhoods being developed adjacent to and around the Orange County Great Park, a metropolitan park under construction in Orange County, California. This segment also includes management services provided by the Management Company to the Great Park Venture, the owner of the Great Park Neighborhoods. As of June 30, 2023, the Company had a 37.5% Percentage Interest in the Great Park Venture and accounted for the investment under the equity method. The reported segment information for the Great Park segment includes the results of 100% of the Great Park Venture at the historical basis of the venture, which did not apply push down accounting at acquisition date. The Great Park segment derives revenues at the Great Park Neighborhoods from sales of residential and commercial land sites to homebuilders, commercial developers and commercial buyers, sales of homes constructed and marketed under a fee build arrangement, and management services provided by the Company to the Great Park Venture.
• Commercial—includes the operations of the Gateway Commercial Venture, which owns an approximately 189,000 square foot office building at the Five Point Gateway Campus. The Five Point Gateway Campus is an office, medical and research and development campus located within the Great Park Neighborhoods and consists of four buildings and surrounding land. The Company and a subsidiary of Lennar lease portions of the building owned by the Gateway Commercial Venture. The Gateway Commercial Venture also owns approximately 50 acres of the surrounding commercial land with additional development rights at the campus. This segment also includes property management services provided by the Management Company to the Gateway Commercial Venture. As of June 30, 2023, the Company had a 75% interest in the Gateway Commercial Venture and accounted for the investment under the equity method. The reported segment information for the Commercial segment includes the results of 100% of the Gateway Commercial Venture at the historical basis of the venture.

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     Segment operating results and reconciliations to the Company’s consolidated balances are as follows (in thousands):
RevenuesProfit (Loss)RevenuesProfit (Loss)
Three Months Ended June 30,Six Months Ended June 30,
20232022202320222023202220232022
Valencia
$413 $2,568 $(4,538)$(2,944)$1,716 $3,727 $(6,977)$(7,771)
San Francisco
162 122 (885)(814)324 302 (1,915)(1,483)
Great Park
381,266 27,922 179,145 1,878 393,995 50,346 183,651 (193)
Commercial
2,125 2,222 (502)234 4,386 4,263 (678)449 
Total reportable segments383,966 32,834 173,220 (1,646)400,421 58,638 174,081 (8,998)
Reconciling items:
Removal of results of unconsolidated entities—
Great Park Venture (1)(360,596)(25,320)(168,157)(1,476)(369,196)(44,300)(170,900)1,355 
Gateway Commercial Venture (1)(2,021)(2,121)606 (133)(4,175)(4,059)889 (245)
Add equity in earnings (losses) from unconsolidated entities—
Great Park Venture— — 52,322 207 — — 53,484 (1,094)
Gateway Commercial Venture— — (455)100 — — (667)184 
Corporate and unallocated (2)
— — (6,981)(8,024)— — (16,066)(38,943)
Total consolidated balances
$21,349 $5,393 $50,555 $(10,972)$27,050 $10,279 $40,821 $(47,741)

(1) Represents the removal of the Great Park Venture and Gateway Commercial Venture operating results, which are included in the Great Park segment and Commercial segment operating results at 100% of each venture’s historical basis, respectively, but are not included in the Company’s consolidated results and balances as the Company accounts for its investment in each venture using the equity method of accounting.
(2) Corporate and unallocated activity is primarily comprised of corporate general and administrative expenses and restructuring expenses.
Segment assets and reconciliations to the Company’s consolidated balances are as follows (in thousands):
June 30, 2023December 31, 2022
Valencia
$958,922 $972,028 
San Francisco
1,338,610 1,314,308 
Great Park
847,120 916,909 
Commercial
90,554 91,629 
Total reportable segments3,235,206 3,294,874 
Reconciling items:
Removal of unconsolidated balances of Great Park Venture (1)
(743,819)(799,174)
Removal of unconsolidated balances of Gateway Commercial Venture (1)
(90,554)(91,629)
Other eliminations (2)
(21)(174)
Add investment balance in Great Park Venture
260,745 289,026 
Add investment balance in Gateway Commercial Venture
40,028 40,695 
Corporate and unallocated (3)
212,318 152,166 
Total consolidated balances
$2,913,903 $2,885,784 

(1) Represents the removal of the Great Park Venture and Gateway Commercial Venture balances, which are included in the Great Park segment and Commercial segment balances at 100% of each venture’s historical basis, respectively, but are not included in the Company’s consolidated balances as the Company accounts for its investment in each venture using the equity method of accounting.
(2) Represents intersegment balances that eliminate in consolidation.
(3) Corporate and unallocated assets consist of cash and cash equivalents, receivables, right-of-use assets and prepaid expenses.

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14.     SHARE-BASED COMPENSATION
In April 2023, the Company’s Board of Directors approved the Five Point Holdings, LLC 2023 Incentive Award Plan (the “Incentive Award Plan”) as the successor to the Five Point Holdings, LLC Amended and Restated 2016 Incentive Award Plan (the “Prior Plan”). The Incentive Award Plan became effective on June 7, 2023, the date on which it was approved by shareholders at the 2023 Annual Meeting of Shareholders. The Incentive Award Plan increased the aggregate number of common shares available for issuance under the Prior Plan by 7,500,000 Class A common shares of the Holding Company.
The following table summarizes share-based equity compensation activity for the six months ended June 30, 2023:
Share-Based Awards
(in thousands)
Weighted-Average Grant
Date Fair Value
Nonvested at January 1, 2023
2,166 $3.77 
Granted
3,947 $1.92 
Cancelled(906)$2.16 
Forfeited
 $ 
Vested
(690)$6.01 
Nonvested at June 30, 2023
4,517 $2.13 
Share-based compensation expense was $0.9 million and $1.7 million for the three and six months ended June 30, 2023, respectively, and $0.7 million and $4.8 million for the three and six months ended June 30, 2022, respectively. All share-based compensation for the three and six months ended June 30, 2023 and the three months ended June 30, 2022 is included in selling, general, and administrative expenses on the accompanying condensed consolidated statements of operations. In February 2022, the Company accelerated the expense attributed to the outstanding restricted share awards of two former officers of the Company resulting from a modification of the required service condition of the awards. As a result, for the six months ended June 30, 2022, share-based compensation expense of $3.0 million is included in restructuring expense and $1.8 million is included in selling, general, and administrative expenses on the accompanying condensed consolidated statement of operations.
The estimated fair value at vesting of share-based awards that vested during the six months ended June 30, 2023 was $1.7 million. In January 2023 and 2022, the Company reacquired vested restricted Class A common shares for $0.2 million and $2.7 million, respectively, for the purpose of settling tax withholding obligations of employees. The reacquisition cost is based on the fair value of the Company’s Class A common shares on the date the tax obligation is incurred.
15.    EMPLOYEE BENEFIT PLANS
Retirement Plan—The Newhall Land and Farming Company Retirement Plan (the “Retirement Plan”) is a defined benefit plan that is funded by the Company and qualified under the Employee Retirement Income Security Act. The Retirement Plan was frozen in 2004.
The components of net periodic cost (benefit) for the three and six months ended June 30, 2023 and 2022, are as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Net periodic cost (benefit):
Interest cost
$202 $136 $404 $272 
Expected return on plan assets
(222)(261)(444)(522)
Amortization of net actuarial loss
40 13 81 26 
Net periodic cost (benefit)$20 $(112)$41 $(224)
Net periodic cost (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.
16.    INCOME TAXES
Upon formation, the Holding Company elected to be treated as a corporation for U.S. federal, state, and local tax purposes. All operations are carried on through the Holding Company’s subsidiaries, the majority of which are pass-through entities that are generally not subject to federal or state income taxation, as all of the taxable income, gains, losses, deductions, and credits are passed through to the partners. The Holding Company is responsible for income taxes on its allocable share of the Operating Company’s income or gain.

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Other than a small income tax provision attributed to one of the Company’s consolidated subsidiary corporations, during the three months ended June 30, 2023, the Company recorded no provision or benefit for income taxes (after application of a decrease in the Company’s valuation allowance) on pre-tax income of $50.6 million. In the three months ended June 30, 2022, the Company recorded no provision or benefit for income taxes (after application of an increase in the Company’s valuation allowance) on pre-tax loss of $11.0 million. Other than a small income tax provision attributed to one of the Company’s consolidated subsidiary corporations, during the six months ended June 30, 2023, the Company recorded no provision or benefit for income taxes (after application of a decrease in the Company’s valuation allowance) on pre-tax income of $40.8 million. In the six months ended June 30, 2022, the Company recorded no provision or benefit for income taxes (after application of an increase in the Company’s valuation allowance) on pre-tax loss of $47.7 million. The effective tax rates for the six months ended June 30, 2023 and 2022, differ from the 21% federal statutory rate and applicable state statutory rates primarily due to the Company’s valuation allowance on its book losses, disallowance of executive compensation expenses not deductible for tax, and to the pre-tax portion of income and losses that are passed through to the other partners of the Operating Company and the San Francisco Venture.
Largely due to a history of book losses, the Company continues to record a valuation allowance against its federal and state net deferred tax assets.
17.    FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS AND DISCLOSURES
ASC Topic 820, Fair Value Measurement, emphasizes that a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, the guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions. The following hierarchy classifies the inputs used to determine fair value into three levels:
Level 1—Quoted prices for identical instruments in active markets
Level 2—Quoted prices for similar instruments in active markets or inputs, other than quoted prices, that are observable for the instrument either directly or indirectly
Level 3—Significant inputs to the valuation model are unobservable
At each reporting period, the Company evaluates the fair value of its financial instruments compared to carrying values. Other than the Company’s notes payable, net, the carrying amount of the Company’s financial instruments, which includes cash and cash equivalents, restricted cash and certificates of deposit, certain related party assets and liabilities, and accounts payable and other liabilities, approximated the Company’s estimates of fair value at both June 30, 2023 and December 31, 2022.
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 June 30, 2023, the estimated fair value of notes payable, net was $566.0 million, compared to a carrying value of $621.4 million. At December 31, 2022, the estimated fair value of notes payable, net was $525.5 million, compared to a carrying value of $620.7 million. During the three and six months ended June 30, 2023 and 2022, the Company had no assets that were measured at fair value on a nonrecurring basis.
18.    EARNINGS PER SHARE
The Company uses the two-class method in its computation of earnings per share. The Company’s Class A common shares and Class B common shares are entitled to receive distributions at different rates, with each Class B common share receiving 0.03% of the distributions paid on each Class A common share. Under the two-class method, the Company’s net income available to common shareholders is allocated between the two classes of common shares on a fully-distributed basis and reflects residual net income after amounts attributed to noncontrolling interests. In the event of a net loss, the Company determined that both classes share in the Company’s losses, and they share in the losses using the same mechanism as the distributions. The Company also has restricted share awards and performance restricted share awards (see Note 14) that have a right to non-forfeitable dividends while unvested and are contemplated as participating when the Company is in a net income position. These awards participate in distributions on a basis equivalent to other Class A common shares but do not participate in losses.
No distributions on common shares were declared for the three and six months ended June 30, 2023 or 2022.
Diluted income (loss) per share calculations for both Class A common shares and Class B common shares contemplate adjustments to the numerator and the denominator under the if-converted method for the convertible Class B common shares, the exchangeable Class A units of the San Francisco Venture and the exchangeable Class A Common Units of the Operating Company. The Company uses the treasury stock method or the two-class method when evaluating dilution for RSUs, restricted shares, and performance restricted units and shares. The more dilutive of the two methods is included in the calculation for diluted income (loss) per share.

22

The following table summarizes the basic and diluted earnings (loss) per share calculations for the three and six months ended June 30, 2023 and 2022 (in thousands, except shares and per share amounts):    
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Numerator:
Net income (loss) attributable to the Company$23,571 $(5,111)$19,035 $(22,241)
Adjustments to net income (loss) attributable to the Company 23 (13)129 
Net income (loss) attributable to common shareholders$23,571 $(5,088)$19,022 $(22,112)
Numerator—basic common shares:
Net income (loss) attributable to common shareholders$23,571 $(5,088)$19,022 $(22,112)
Less: net income allocated to participating securities
132  100  
Allocation of basic net income (loss) among common shareholders$23,439 $(5,088)$18,922 $(22,112)
Numerator for basic net income (loss) available to Class A common shareholders$23,431 $(5,086)$18,915 $(22,104)
Numerator for basic net income (loss) available to Class B common shareholders$8 $(2)$7 $(8)
Numerator—diluted common shares:
Net income (loss) attributable to common shareholders$23,571 $(5,088)$19,022 $(22,112)
Reallocation of income (loss) from dilutive potential securities25,878 (133)20,917 (536)
Less: net income allocated to participating securities
132  100  
Allocation of diluted net income (loss) among common shareholders$49,317 $(5,221)$39,839 $(22,648)
Numerator for diluted net income (loss) available to Class A common shareholders$49,309 $(5,219)$39,832 $(22,640)
Numerator for diluted net income (loss) available to Class B common shareholders$8 $(2)$7 $(8)
Denominator:
Basic weighted average Class A common shares outstanding68,811,975 68,495,523 68,758,894 68,332,460 
Diluted weighted average Class A common shares outstanding
145,040,689 69,635,563 144,939,450 69,472,500 
Basic and diluted weighted average Class B common shares outstanding79,233,544 79,233,544 79,233,544 79,233,544 
Basic earnings (loss) per share:
Class A common shares
$0.34 $(0.07)$0.28 $(0.32)
Class B common shares
$0.00 $(0.00)$0.00 $(0.00)
Diluted earnings (loss) per share:
Class A common shares
$0.34 $(0.07)$0.27 $(0.33)
Class B common shares
$0.00 $(0.00)$0.00 $(0.00)
Anti-dilutive potential Performance RSUs
3,123,408  3,123,408  
Anti-dilutive potential Restricted Shares (weighted average)
 572,831  803,665 
Anti-dilutive potential Performance Restricted Shares (weighted average)
   49,869 
Anti-dilutive potential Class A common shares from exchanges (weighted average)3,137,134 76,120,180 3,137,134 76,120,180 


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19.    ACCUMULATED OTHER COMPREHENSIVE LOSS
Accumulated other comprehensive loss attributable to the Company consists of unamortized defined benefit pension plan net actuarial losses that totaled $2.9 million and $3.0 million at June 30, 2023 and December 31, 2022, respectively, net of tax benefits of $0.8 million and $0.8 million, respectively. At both June 30, 2023 and December 31, 2022, the Company held a full valuation allowance related to the accumulated tax benefits. Accumulated other comprehensive loss of $1.8 million and $1.9 million is included in noncontrolling interests at June 30, 2023 and December 31, 2022, 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 income (loss) attributable to the Company related to amortization of net actuarial losses were approximately $51,000 and $16,000, net of taxes, for the six months ended June 30, 2023 and 2022, 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 unaudited 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, 2022. “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, 2022, as well as other risks and uncertainties detailed from time to time in our subsequent Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission. 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”). We are, through a wholly owned subsidiary, the sole managing general partner and owned, as of June 30, 2023, approximately 62.6% of the operating company. The operating company directly or indirectly owns equity interests in:
Five Point Land, LLC, which owns The Newhall Land & Farming Company, a California limited partnership, the entity that is developing Valencia, our community in northern Los Angeles County, California;
The Shipyard Communities, LLC (the “San Francisco Venture”), which is developing Candlestick and The San Francisco Shipyard, our communities in the City of San Francisco, California;
Heritage Fields LLC (the “Great Park Venture”), which is developing Great Park Neighborhoods, our community in Orange County, California;
Five Point Office Venture Holdings I, LLC (the “Gateway Commercial Venture”), which owns portions of the Five Point Gateway Campus, a commercial office, research and development and medical campus located within the Great Park Neighborhoods; and
Five Point Communities, LP and Five Point Communities Management, Inc. (together, the “management company”), which provide development and property management services for the Great Park Neighborhoods and 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 in both using the equity method.

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Operational Highlights
During the second quarter of 2023, we continued to focus on execution of our three main priorities: generating revenue and positive cash flow; controlling our selling, general and administrative (“SG&A”) costs; and managing our capital spend to match near term revenue opportunities. We ended the second quarter with consolidated net income of $50.6 million, compared to a net loss of $9.7 million for the first quarter, and $12.7 million in SG&A expenses, compared to $13.8 million in the first quarter.
Home buyers appear to have largely adjusted to the new mortgage interest rate environment while inventory remains limited in the existing home markets. The combination of these factors helped sustain home buyer activity at our master planned communities during the quarter. At Valencia, guest builders sold 79 homes during the second quarter of 2023, compared to 75 homes in the first quarter of 2023, increasing total homes sold to 1,101 since sales began in May 2021. At the Great Park Neighborhoods, guest builders sold a total of 177 homes during the second quarter of 2023, compared to 255 homes in the first quarter of 2023. We believe the quarterly decrease in the number of homes sold at the Great Park Neighborhoods is largely a reflection of lower available inventory in the second quarter. We continue to believe that builder demand for land in premier master planned communities will allow us to execute on both residential and commercial land sales over the remainder of 2023.
In addition, the Great Park Venture, in which we have a 37.5% percentage interest and manage all aspects of the development cycle, closed the sale of 798 homesites at the Great Park Neighborhoods in the second quarter of 2023, recognizing revenue of $357.8 million consisting of $214.7 million paid at closing, plus estimated variable price participation from future builder home sales of $143.1 million. The Great Park Venture also received $61.0 million in public financing reimbursements for public infrastructure costs. The Great Park Venture made distributions and related payments following the close of the land sale, of which we received approximately $103.8 million for both our ownership interests and incentive management fee compensation.
At June 30, 2023, we had $193.2 million in cash, compared to $106.6 million at the end of the first quarter, and $125.0 million available under our revolving credit facility, giving us total liquidity of $318.2 million.


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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.
The following table summarizes our consolidated historical results of operations for the three and six months ended June 30, 2023 and 2022.
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
(in thousands)
Statement of Operations Data
Revenues
Land sales
$16 $14 $(9)$571 
Land sales—related party
(29)1,711 595 1,712 
Management services—related party
20,774 2,703 25,010 6,250 
Operating properties
588 965 1,454 1,746 
Total revenues
21,349 5,393 27,050 10,279 
Costs and expenses
Land sales
— — — — 
Management services
9,682 2,200 12,048 4,884 
Operating properties
1,798 2,378 2,970 4,217 
Selling, general, and administrative
12,710 12,651 26,462 29,442 
Restructuring— — — 19,437 
Total costs and expenses
24,190 17,229 41,480 57,980 
Other income (expense)
Interest income
1,293 117 2,129 138 
Miscellaneous
(20)112 (41)224 
Total other income
1,273 229 2,088 362 
Equity in earnings (loss) from unconsolidated entities52,128 643 53,176 (389)
Income (loss) before income tax provision50,560 (10,964)40,834 (47,728)
Income tax provision(5)(8)(13)(13)
Net income (loss)50,555 (10,972)40,821 (47,741)
Less net income (loss) attributable to noncontrolling interests26,984 (5,861)21,786 (25,500)
Net income (loss) attributable to the company$23,571 $(5,111)$19,035 $(22,241)
Three Months Ended June 30, 2023 and 2022
Revenues. Revenues increased by $16.0 million, or 295.9%, to $21.3 million for the three months ended June 30, 2023, from $5.4 million for the three months ended June 30, 2022. The increase in revenues was primarily due to an increase in management services revenue at our Great Park segment during the three months ended June 30, 2023.
Cost of management services. Cost of management services increased by $7.5 million, or 340.1%, to $9.7 million for the three months ended June 30, 2023, from $2.2 million for the three months ended June 30, 2022. The increase was primarily due to an increase in intangible asset amortization expense at our Great Park segment.
Equity in earnings from unconsolidated entities. Our consolidated results reflect our share in the earnings or losses of our interests in our unconsolidated entities, including the Great Park Venture and the Gateway Commercial Venture, within equity in earnings from unconsolidated entities on our condensed consolidated statement of operations. Our segment results for the Great Park segment and the Commercial segment present the results of the Great Park Venture and the Gateway Commercial Venture at the book basis of the ventures within the respective segments.
Equity in earnings from unconsolidated entities was $52.1 million for the three months ended June 30, 2023, an increase from earnings of $0.6 million for the three months ended June 30, 2022. The increase was primarily a result of recognizing our share of the net income generated by the Great Park Venture from land sales during the three months ended June 30, 2023.

27

Income taxes. Other than a small tax provision incurred by one of our consolidated subsidiary corporations, pre-tax income of $50.6 million for the three months ended June 30, 2023 resulted in no tax provision (after application of a decrease in our valuation allowance of $6.9 million). Pre-tax loss of $11.0 million for the three months ended June 30, 2022 resulted in no tax benefit (after application of an increase in our valuation allowance of $1.0 million). We assessed the realization of our net deferred tax asset and the need for a valuation allowance and determined that at June 30, 2023, it was more likely than not that the net deferred tax asset was not realizable and resulted in a net deferred tax liability after application of the valuation allowance. Our effective tax rate, before changes in valuation allowance, for the three months ended June 30, 2023 was substantially similar to our effective tax rate, before changes in valuation allowance, for the three months ended June 30, 2022.
Net income (loss) attributable to noncontrolling interests. Until exchanged for our Class A common shares or, at our election, cash, noncontrolling interests represent interests held by other partners in the operating company and members of the San Francisco Venture. Net income (loss) attributable to the noncontrolling interests on the condensed consolidated statement of operations represents the portion of income or losses attributable to the interests in our subsidiaries held by the noncontrolling interests.
Six Months Ended June 30, 2023 and 2022
Revenues. Revenues increased by $16.8 million, or 163.2%, to $27.1 million for the six months ended June 30, 2023, from $10.3 million for the six months ended June 30, 2022. The increase in revenues was primarily due to an increase in management services revenue at our Great Park segment during the six months ended June 30, 2023.
Cost of management services. Cost of management services increased by $7.2 million, or 146.7%, to $12.0 million for the six months ended June 30, 2023, from $4.9 million for the six months ended June 30, 2022. The increase was primarily due to an increase in intangible asset amortization expense at our Great Park segment.
Selling, general, and administrative. Selling, general, and administrative expenses decreased by $3.0 million, or 10.1%, to $26.5 million for the six months ended June 30, 2023, from $29.4 million for the six months ended June 30, 2022. The decrease was mainly attributable to a decrease in employee related and selling and marketing expenses.
Restructuring. On February 9, 2022, Daniel Hedigan was appointed as our Chief Executive Officer. Preceding Mr. Hedigan’s appointment, Emile Haddad stepped down from his roles as Chairman, Chief Executive Officer and President effective as of September 30, 2021 and transitioned into a senior advisory role pursuant to a three-year advisory agreement. Mr. Haddad remains a member of the Board of Directors serving as Chairman Emeritus. Concurrent with Mr. Hedigan’s appointment, Lynn Jochim transitioned from her position as President and Chief Operating Officer into an advisory role pursuant to a three-year advisory agreement. Upon the appointment of Mr. Hedigan as our Chief Executive Officer, we accrued a related party liability of $15.6 million attributed to advisory agreement payments due to Mr. Haddad and Ms. Jochim over the term of the respective advisory agreements. In addition, we determined the service condition associated with Mr. Haddad and Ms. Jochim’s unvested restricted share awards had been modified. As a result of this modification, we recognized approximately $3.0 million in share-based compensation expense as a restructuring cost during the six months ended June 30, 2022.
In addition to our executive management restructuring activities, during the six months ended June 30, 2022, we incurred $0.9 million in restructuring costs for severance benefits from layoffs that occurred in March 2022.
Equity in earnings (loss) from unconsolidated entities. Equity in earnings from unconsolidated entities was $53.2 million for the six months ended June 30, 2023, an increase from a loss of $0.4 million for the six months ended June 30, 2022. The increase was primarily a result of recognizing our share of the net income generated by the Great Park Venture from land sales during the six months ended June 30, 2023.
Income taxes. Other than a small tax provision incurred by one of our consolidated subsidiary corporations, pre-tax income of $40.8 million for the six months ended June 30, 2023 resulted in no tax provision (after application of a decrease in our valuation allowance of $5.5 million). Pre-tax loss of $47.7 million for the six months ended June 30, 2022 resulted in no tax benefit (after application of an increase in our valuation allowance of $5.2 million). We assessed the realization of our net deferred tax asset and the need for a valuation allowance and determined that at June 30, 2023, it was more likely than not that the net deferred tax asset was not realizable and resulted in a net deferred tax liability after application of the valuation allowance. Our effective tax rate, before changes in valuation allowance, for the six months ended June 30, 2023 was substantially similar to our effective tax rate, before changes in valuation allowance, for the six months ended June 30, 2022.
Net income (loss) attributable to noncontrolling interests. Until exchanged for our Class A common shares or, at our election, cash, noncontrolling interests represent interests held by other partners in the operating company and members of the San Francisco Venture. Net income (loss) attributable to the noncontrolling interests on the condensed consolidated statement of operations represents the portion of income or losses attributable to the interests in our subsidiaries held by the noncontrolling interests.


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Segment Results and Financial Information
Our four reportable operating segments include our three community segments, Valencia, San Francisco and Great Park, and our Commercial segment:
Our Valencia segment includes operating results related to the Valencia community and agricultural operations in Los Angeles and Ventura Counties, California. Our investment in the Valencia Landbank Venture is also reported in the Valencia segment.
Our San Francisco segment includes operating results for the Candlestick and The San Francisco Shipyard communities.
Our Great Park segment includes operating results for the Great Park Neighborhoods community as well as development management services provided by the management company for the Great Park Venture.
Our Commercial segment includes the operating results of the Gateway Commercial Venture’s ownership in the Five Point Gateway Campus as well as property management services provided by the management company for the Gateway Commercial Venture.
The following tables reconcile the results of operations of our segments to our consolidated results for the three and six months ended June 30, 2023 and 2022 (in thousands):
Three Months Ended June 30, 2023
ValenciaSan FranciscoGreat ParkCommercial
Total reportable segments
Corporate and unallocatedTotal under management
Removal of unconsolidated entities(1)
Total consolidated
REVENUES:
Land sales$16 $— $358,668 $— $358,684 $— $358,684 $(358,668)$16 
Land sales—related party(29)— 1,928 — 1,899 — 1,899 (1,928)(29)
Management services—related party(2)
— — 20,670 104 20,774 — 20,774 — 20,774 
Operating properties426 162 — 2,021 2,609 — 2,609 (2,021)588 
Total revenues413 162 381,266 2,125 383,966 — 383,966 (362,617)21,349 
COSTS AND EXPENSES:
Land sales— — 165,749 — 165,749 — 165,749 (165,749)— 
Management services(2)
— — 9,682 — 9,682 — 9,682 — 9,682 
Operating properties1,798 — — 1,019 2,817 — 2,817 (1,019)1,798 
Selling, general, and administrative3,394 1,049 1,815 1,033 7,291 8,267 15,558 (2,848)12,710 
Management fees—related party— — 27,388 — 27,388 — 27,388 (27,388)— 
Total costs and expenses5,192 1,049 204,634 2,052 212,927 8,267 221,194 (197,004)24,190 
OTHER (EXPENSE) INCOME:
Interest income— 1,907 — 1,909 1,291 3,200 (1,907)1,293 
Interest expense— — — (575)(575)— (575)575 — 
Miscellaneous(20)— — — (20)— (20)— (20)
Total other (expense) income(20)1,907 (575)1,314 1,291 2,605 (1,332)1,273 
EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES261 — 606 — 867 — 867 51,261 52,128 
SEGMENT (LOSS) PROFIT/INCOME BEFORE INCOME TAX PROVISION(4,538)(885)179,145 (502)173,220 (6,976)166,244 (115,684)50,560 
INCOME TAX PROVISION— — — — — (5)(5)— (5)
SEGMENT (LOSS) PROFIT/NET INCOME$(4,538)$(885)$179,145 $(502)$173,220 $(6,981)$166,239 $(115,684)$50,555 
(1) Represents the removal of the Great Park Venture and Gateway Commercial Venture operating results, which are included in the Great Park segment and Commercial segment operating results at 100% of each venture’s historical basis, respectively, but are not included in our consolidated results as we account for our investment in each venture using the equity method of accounting.
(2) For the Great Park and Commercial segments, represents the revenues and expenses attributable to the management company for providing services to the Great Park Venture and the Gateway Commercial Venture, as applicable.

29

Three Months Ended June 30, 2022
ValenciaSan FranciscoGreat ParkCommercial
Total reportable segments
Corporate and unallocatedTotal under management
Removal of unconsolidated entities(1)
Total consolidated
REVENUES:
Land sales$14 $— $262 $— $276 $— $276 $(262)$14 
Land sales—related party1,711 — 1,744 — 3,455 — 3,455 (1,744)1,711 
Home sales— — 23,314 — 23,314 — 23,314 (23,314)— 
Management services—related party(2)
— — 2,602 101 2,703 — 2,703 — 2,703 
Operating properties843 122 — 2,121 3,086 — 3,086 (2,121)965 
Total revenues2,568 122 27,922 2,222 32,834 — 32,834 (27,441)5,393 
COSTS AND EXPENSES:
Land sales— — 13 — 13 — 13 (13)— 
Home sales— — 17,882 — 17,882 — 17,882 (17,882)— 
Management services(2)
— — 2,200 — 2,200 — 2,200 — 2,200 
Operating properties2,378 — — 629 3,007 — 3,007 (629)2,378 
Selling, general, and administrative3,582 936 4,425 1,046 9,989 8,133 18,122 (5,471)12,651 
Management fees—related party— — 1,848 — 1,848 — 1,848 (1,848)— 
Total costs and expenses5,960 936 26,368 1,675 34,939 8,133 43,072 (25,843)17,229 
OTHER INCOME (EXPENSE):
Interest income— — 89 — 89 117 206 (89)117 
Interest expense— — — (313)(313)— (313)313 — 
Miscellaneous112 — — — 112 — 112 — 112 
Total other income (expense)112 — 89 (313)(112)117 224 229 
EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES336 — 235 — 571 — 571 72 643 
SEGMENT (LOSS) PROFIT/LOSS BEFORE INCOME TAX PROVISION(2,944)(814)1,878 234 (1,646)(8,016)(9,662)(1,302)(10,964)
INCOME TAX PROVISION— — — — — (8)(8)— (8)
SEGMENT (LOSS) PROFIT/NET LOSS$(2,944)$(814)$1,878 $234 $(1,646)$(8,024)$(9,670)$(1,302)$(10,972)
(1) Represents the removal of the Great Park Venture and Gateway Commercial Venture operating results, which are included in the Great Park segment and Commercial segment operating results at 100% of each venture’s historical basis, respectively, but are not included in our consolidated results as we account for our investment in each venture using the equity method of accounting.
(2) For the Great Park and Commercial segments, represents the revenues and expenses attributable to the management company for providing services to the Great Park Venture and the Gateway Commercial Venture, as applicable.

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Six Months Ended June 30, 2023
ValenciaSan FranciscoGreat ParkCommercial
Total reportable segments
Corporate and unallocatedTotal under management
Removal of unconsolidated entities(1)
Total consolidated
REVENUES:
Land sales$(9)$— $361,801 $— $361,792 $— $361,792 $(361,801)$(9)
Land sales—related party595 — 7,395 — 7,990 — 7,990 (7,395)595 
Management services—related party(2)
— — 24,799 211 25,010 — 25,010 — 25,010 
Operating properties1,130 324 — 4,175 5,629 — 5,629 (4,175)1,454 
Total revenues1,716 324 393,995 4,386 400,421 — 400,421 (373,371)27,050 
COSTS AND EXPENSES:
Land sales— — 165,749 — 165,749 — 165,749 (165,749)— 
Management services(2)
— — 12,048 — 12,048 — 12,048 — 12,048 
Operating properties2,970 — — 1,803 4,773 — 4,773 (1,803)2,970 
Selling, general, and administrative6,041 2,242 5,143 2,153 15,579 18,179 33,758 (7,296)26,462 
Management fees—related party— — 31,848 — 31,848 — 31,848 (31,848)— 
Total costs and expenses9,011 2,242 214,788 3,956 229,997 18,179 248,176 (206,696)41,480 
OTHER (EXPENSE) INCOME:
Interest income— 3,208 — 3,211 2,126 5,337 (3,208)2,129 
Interest expense— — — (1,108)(1,108)— (1,108)1,108 — 
Miscellaneous(41)— — — (41)— (41)— (41)
Total other (expense) income(41)3,208 (1,108)2,062 2,126 4,188 (2,100)2,088 
EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES359 — 1,236 — 1,595 — 1,595 51,581 53,176 
SEGMENT (LOSS) PROFIT/INCOME BEFORE INCOME TAX PROVISION(6,977)(1,915)183,651 (678)174,081 (16,053)158,028 (117,194)40,834 
INCOME TAX PROVISION— — — — — (13)(13)— (13)
SEGMENT (LOSS) PROFIT/NET INCOME$(6,977)$(1,915)$183,651 $(678)$174,081 $(16,066)$158,015 $(117,194)$40,821 
(1) Represents the removal of the Great Park Venture and Gateway Commercial Venture operating results, which are included in the Great Park segment and Commercial segment operating results at 100% of each venture’s historical basis, respectively, but are not included in our consolidated results as we account for our investment in each venture using the equity method of accounting.
(2) For the Great Park and Commercial segments, represents the revenues and expenses attributable to the management company for providing services to the Great Park Venture and the Gateway Commercial Venture, as applicable.

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Six Months Ended June 30, 2022
ValenciaSan FranciscoGreat ParkCommercial
Total reportable segments
Corporate and unallocatedTotal under management
Removal of unconsolidated entities(1)
Total consolidated
REVENUES:
Land sales$571 $— $592 $— $1,163 $— $1,163 $(592)$571 
Land sales—related party1,712 — 3,233 — 4,945 — 4,945 (3,233)1,712 
Home sales— — 40,475 — 40,475 — 40,475 (40,475)— 
Management services—related party(2)
— — 6,046 204 6,250 — 6,250 — 6,250 
Operating properties1,444 302 — 4,059 5,805 — 5,805 (4,059)1,746 
Total revenues3,727 302 50,346 4,263 58,638 — 58,638 (48,359)10,279 
COSTS AND EXPENSES:
Land sales— — 13 — 13 — 13 (13)— 
Home sales— — 30,784 — 30,784 — 30,784 (30,784)— 
Management services(2)
— — 4,884 — 4,884 — 4,884 — 4,884 
Operating properties4,217 — — 1,069 5,286 — 5,286 (1,069)4,217 
Selling, general, and administrative8,026 1,785 11,986 2,125 23,922 19,631 43,553 (14,111)29,442 
Restructuring— — — — — 19,437 19,437 — 19,437 
Management fees—related party— — 3,351 — 3,351 — 3,351 (3,351)— 
Total costs and expenses12,243 1,785 51,018 3,194 68,240 39,068 107,308 (49,328)57,980 
OTHER INCOME (EXPENSE):
Interest income— — 244 — 244 138 382 (244)138 
Interest expense— — — (620)(620)— (620)620 — 
Miscellaneous224 — — — 224 — 224 — 224 
Total other income (expense)224 — 244 (620)(152)138 (14)376 362 
EQUITY IN EARNINGS (LOSS) FROM UNCONSOLIDATED ENTITIES521 — 235 — 756 — 756 (1,145)(389)
SEGMENT (LOSS) PROFIT/LOSS BEFORE INCOME TAX PROVISION(7,771)(1,483)(193)449 (8,998)(38,930)(47,928)200 (47,728)
INCOME TAX PROVISION— — — — — (13)(13)— (13)
SEGMENT (LOSS) PROFIT/NET LOSS$(7,771)$(1,483)$(193)$449 $(8,998)$(38,943)$(47,941)$200 $(47,741)
(1) Represents the removal of the Great Park Venture and Gateway Commercial Venture operating results, which are included in the Great Park segment and Commercial segment operating results at 100% of each venture’s historical basis, respectively, but are not included in our consolidated results as we account for our investment in each venture using the equity method of accounting.
(2) For the Great Park and Commercial segments, represents the revenues and expenses attributable to the management company for providing services to the Great Park Venture and the Gateway Commercial Venture, as applicable.
Valencia Segment
Our Valencia property consists of approximately 15,000 acres in northern Los Angeles County and is designed to include approximately 21,500 homesites and approximately 11.5 million square feet of commercial space. The current communities under development in Valencia complement the neighboring communities that were previously developed by us, where approximately 20,000 households reside and approximately 60,000 people work. We began selling homesites in the first development area at Valencia in 2019.
Six Months Ended June 30, 2023 and 2022
Selling, general, and administrative. Selling, general, and administrative expenses decreased by $2.0 million, or 24.7%, to $6.0 million for the six months ended June 30, 2023, from $8.0 million for the six months ended June 30, 2022. The decrease was mainly attributable to a decrease in community related selling and marketing expenses and a decrease in employee related expenses.

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San Francisco Segment
Located almost equidistant between downtown San Francisco and the San Francisco International Airport, Candlestick and The San Francisco Shipyard consist of approximately 800 acres of bayfront property in the City of San Francisco. Candlestick and The San Francisco Shipyard are designed to include approximately 12,000 homesites and approximately 6.3 million square feet of commercial space.
In October 2019, we received approval from the City of San Francisco on a revised development plan for the first phase of Candlestick that is currently planned to include approximately 750,000 square feet of office space, 1,600 homes, and 300,000 square feet of lifestyle amenities centered around retail and entertainment. As currently planned, Candlestick ultimately is expected to include approximately 7,000 homes.
Our development at Candlestick and The San Francisco Shipyard is not subject to San Francisco’s Proposition M growth control measure, which imposes annual limitations on office development and is applicable to all other developers with projects in the city. This means the full amount of permitted commercial square footage at Candlestick 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. In 2018, our disposition and development agreement with the City of San Francisco was amended to increase the total amount of commercial use at Candlestick and The San Francisco Shipyard by over two million square feet and to increase 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. and Tetra Tech EC, Inc. (collectively, “Tetra Tech”), contractors hired by the U.S. Navy, misrepresented sampling results at The San Francisco Shipyard have resulted in data reevaluation, governmental investigations, criminal proceedings, lawsuits, 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 $36.0 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 have delayed the remaining land transfers from the U.S. Navy and could lead to additional legal claims or government investigations, all of which could in turn further 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 11 to our condensed consolidated financial statements included under Part I, Item 1 of this report.
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, an entity which performs development management services at Great Park Neighborhoods. We do not include the Great Park Venture as a consolidated subsidiary in our condensed 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 10,500 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 were entitled to receive priority distributions in an aggregate amount equal to $476.0 million and up to an additional $89.0 million from participation in subsequent distributions. The holders of percentage interests are entitled to all other distributions. During the six months ended June 30, 2023, the Great Park Venture made aggregate distributions of $25.5 million to holders of legacy interests and $218.0 million to holders of percentage interests. We received $81.8 million for our 37.5% percentage interest. As of December 31, 2021, the Great Park Venture had fully satisfied the $476.0 million priority distribution rights, and the remaining maximum participating legacy interest distribution rights at June 30, 2023 were $40.7 million. The remaining $40.7 million legacy interest will be paid on a pro-rata basis, with approximately 10% of future distributions paid to the holders of legacy interests and approximately 90% of such distributions paid to the holders of the percentage interests, until such time as the remaining balance has been fully paid.

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Three Months Ended June 30, 2023 and 2022
Land sales and related party land sales revenues. Land sales and related party land sales revenues increased to $360.6 million for the three months ended June 30, 2023, from $2.0 million for the three months ended June 30, 2022. The increase was primarily attributable to the recognition of revenue from the sale of land at the Great Park Neighborhoods entitled for an aggregate of 798 homesites on approximately 84 acres during the three months ended June 30, 2023, compared to no land sales during the same period in 2022. Revenue recognized of $357.8 million on the 2023 land sale consists of $214.7 million paid at closing, plus $143.1 million in estimated variable consideration from future price participation payments expected to be received when homes are sold to homebuyers. The 798 homesites were sold to an unaffiliated land banking entity whereby a related party retained the option to acquire the homesites in the future from the land bank entity.
Cost of land sales. Cost of land sales for the three months ended June 30, 2023 was $165.7 million, or 46.0% of total land sales revenues. The cost of land sales includes both actual and estimated future capitalized costs allocated based upon relative sales values. Since this method requires the Great Park Venture to estimate future development costs and the expected sales prices for future land sales, the profit margin on subsequent parcels sold will be affected by both changes in the estimated total revenues, as well as any changes in the estimated total cost of the project.
Home sale revenues. The Great Park Venture had a fee build agreement with an unrelated third party (“fee builder”) that the Great Park Venture contracted to build and act as a sales agent for 38 homesites within the Great Park Neighborhoods. The fee builder initially incurred all costs to build, market and sell the residential homes, and the Great Park Venture reimbursed the fee builder as construction progressed and paid the fee builder certain fees during the construction phase of the homes and when homes were sold to homebuyers. All homes subject to the fee build agreement had been sold and closed escrow as of June 30, 2022. During the three months ended June 30, 2022, the Great Park Venture closed the sales of 13 homes to homebuyers generating $23.3 million in home sale revenues.
Cost of home sales. Cost of home sales includes an allocation of land basis for each home sold in addition to home construction costs the Great Park Venture reimbursed to the fee builder and fees paid to the fee builder for the services provided. During the three months ended June 30, 2022, the Great Park Venture recognized $17.9 million in cost of home sales.
Management fee revenues. Management fee revenues are revenues generated by the management company from development management services provided to the Great Park Venture. The increase in management services related party revenue was mainly attributable to variable incentive compensation revenue recognized during the three months ended June 30, 2023, compared to no variable incentive compensation revenue recognized during the three months ended June 30, 2022. For the three months ended June 30, 2023, we recognized $17.7 million attributable to variable incentive compensation, mostly as a result of changes in estimates of the amount of variable incentive compensation we expect to receive.
Management services costs and expenses. Included within management services costs and expenses are general and administrative costs and expenses incurred by the management company’s project team that is managing the development of the Great Park Neighborhoods. We also include amortization expense related to the intangible asset attributable to the incentive compensation provisions of the development management agreement with the Great Park Venture within management services costs and expenses. Corporate and non-project team salaries and overhead are not allocated to management services costs and expenses or to our reportable segments and are reported in selling, general, and administrative costs in the condensed consolidated statements of operations. Management services costs and expenses increased by $7.5 million, or 340.1%, to $9.7 million for the three months ended June 30, 2023, from $2.2 million for the three months ended June 30, 2022. The increase was mainly attributable to an increase in intangible asset amortization expense recognized, offset by a decrease in employee related project team expenses during the three months ended June 30, 2023.
Selling, general, and administrative. Selling, general, and administrative expenses decreased by $2.6 million, or 59.0%, to $1.8 million for the three months ended June 30, 2023, from $4.4 million for the three months ended June 30, 2022. The lower expense during the three months ended June 30, 2023 was mainly attributable to a decrease in marketing expenses and the elimination of the variable cost reimbursement component under the development management agreement that became effective in the second quarter of 2022. In 2022, project team and certain other administrative costs that were reimbursed to the management company were included in selling, general and administrative costs.
Management fees—related party. Management fees increased by $25.5 million to $27.4 million for the three months ended June 30, 2023, from $1.8 million for the three months ended June 30, 2022. Management fees incurred by the Great Park Venture are comprised of base development management fees and incentive compensation fees. In general, incentive compensation fees will be paid based on a percentage of distributions made to holders of the Great Park Venture’s membership interests. When payments are deemed probable of being made, the Great Park Venture recognizes the expense ratably over the period services are expected to be provided. When estimates of the amount of incentive compensation probable of being paid change, the Great Park Venture records a cumulative adjustment in the period in which the estimate changes. The increase in management feesrelated party was mainly attributable to incentive compensation fees incurred and cumulative adjustments recognized during the three months ended June 30, 2023, compared to no incentive compensation expense recognized during the three months ended June 30, 2022.

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Six Months Ended June 30, 2023 and 2022
Land sales and related party land sales revenues. Land sales and related party land sales revenues increased to $369.2 million for the six months ended June 30, 2023, from $3.8 million for the six months ended June 30, 2022. The increase was primarily attributable to the recognition of revenue from the sale of land at the Great Park Neighborhoods entitled for an aggregate of 798 homesites on approximately 84 acres during the six months ended June 30, 2023, compared to no land sales during the same period in 2022. Revenue recognized of $357.8 million on the 2023 land sale consists of $214.7 million paid at closing, plus $143.1 million in estimated variable consideration from future price participation payments expected to be received when homes are sold to homebuyers. The 798 homesites were sold to an unaffiliated land banking entity whereby a related party retained the option to acquire the homesites in the future from the land bank entity.
Cost of land sales. Cost of land sales for the six months ended June 30, 2023 was $165.7 million, or 44.9% of total land sales revenues. The cost of land sales includes both actual and estimated future capitalized costs allocated based upon relative sales values. Since this method requires the Great Park Venture to estimate future development costs and the expected sales prices for future land sales, the profit margin on subsequent parcels sold will be affected by both changes in the estimated total revenues, as well as any changes in the estimated total cost of the project.
Home sale revenues. The Great Park Venture had a fee build agreement with an unrelated third party fee builder that the Great Park Venture contracted to build and act as a sales agent for 38 homesites within the Great Park Neighborhoods. The fee builder initially incurred all costs to build, market and sell the residential homes, and the Great Park Venture reimbursed the fee builder as construction progressed and paid the fee builder certain fees during the construction phase of the homes and when homes were sold to homebuyers. All homes subject to the fee build agreement had been sold and closed escrow as of June 30, 2022. During the six months ended June 30, 2022, the Great Park Venture closed the sales of 22 homes to homebuyers generating $40.5 million in home sale revenues.
Cost of home sales. Cost of home sales includes an allocation of land basis for each home sold in addition to home construction costs the Great Park Venture reimbursed to the fee builder and fees paid to the fee builder for the services provided. During the six months ended June 30, 2022, the Great Park Venture recognized $30.8 million in cost of home sales.
Management fee revenues. Management fee revenues are revenues generated by the management company from development management services provided to the Great Park Venture. The increase in management services related party revenue was mainly attributable to variable incentive compensation revenue recognized during the six months ended June 30, 2023 compared to no variable incentive compensation revenue recognized during the six months ended June 30, 2022. For the six months ended June 30, 2023, we recognized $18.8 million attributable to variable incentive compensation, mostly as a result of changes in estimates of the amount of variable incentive compensation we expect to receive.
Management services costs and expenses. Included within management services costs and expenses are general and administrative costs and expenses incurred by the management company’s project team that is managing the development of the Great Park Neighborhoods. We also include amortization expense related to the intangible asset attributable to the incentive compensation provisions of the development management agreement with the Great Park Venture within management services costs and expenses. Corporate and non-project team salaries and overhead are not allocated to management services costs and expenses or to our reportable segments and are reported in selling, general, and administrative costs in the condensed consolidated statements of operations. Management services costs and expenses increased by $7.2 million, or 146.7%, to $12.0 million for the six months ended June 30, 2023, from $4.9 million for the six months ended June 30, 2022. The increase was mainly attributable to an increase in intangible asset amortization expense recognized, offset by a decrease in employee related project team expenses during the six months ended June 30, 2023.
Selling, general, and administrative. Selling, general, and administrative expenses decreased by $6.8 million, or 57.1%, to $5.1 million for the six months ended June 30, 2023, from $12.0 million for the six months ended June 30, 2022. The lower expense during the six months ended June 30, 2023 was mainly attributable to a decrease in marketing expenses and the elimination of the variable cost reimbursement component under the development management agreement that became effective in the second quarter of 2022. In 2022, project team and certain other administrative costs that were reimbursed to the management company were included in selling, general and administrative costs.
Management fees—related party. Management fees increased by $28.5 million to $31.8 million for the six months ended June 30, 2023, from $3.4 million for the six months ended June 30, 2022. Management fees incurred by the Great Park Venture are comprised of base development management fees and incentive compensation fees. In general, incentive compensation fees will be paid based on a percentage of distributions made to holders of the Great Park Venture’s membership interests. When payments are deemed probable of being made, the Great Park Venture recognizes the expense ratably over the period services are expected to be provided. When estimates of the amount of incentive compensation probable of being paid change, the Great Park Venture records a cumulative adjustment in the period in which the estimate changes. The increase in management feesrelated party was mainly attributable to incentive compensation fees incurred and cumulative adjustments recognized during the six months ended June 30, 2023, compared to no incentive compensation expense recognized during the six months ended June 30, 2022.

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The table below reconciles the Great Park segment results to the equity in earnings (loss) from our investment in the Great Park Venture that is reflected in the condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022.
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
(in thousands)
Segment profit (loss) from operations$179,145 $1,878 $183,651 $(193)
Less net income of management company attributed to the Great Park segment
10,988 402 12,751 1,162 
Net income (loss) of the Great Park Venture168,157 1,476 170,900 (1,355)
The Company’s share of net income (loss) of the Great Park Venture63,059 554 64,088 (508)
Basis difference amortization, net(10,737)(347)(10,604)(586)
Equity in earnings (loss) from the Great Park Venture$52,322 $207 $53,484 $(1,094)

Commercial Segment
We have a 75% interest in the Gateway Commercial Venture that is held through a wholly owned subsidiary of the operating company, and we serve as the manager of the Gateway Commercial Venture. However, the manager’s authority is limited. Major decisions by the Gateway Commercial Venture generally require unanimous approval by an executive committee composed of two people designated by us and two people designated by another investor. Some decisions require approval by all of the members of the Gateway Commercial Venture. We do not include the Gateway Commercial Venture as a consolidated subsidiary in our condensed 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 Five Point Gateway Campus is a commercial campus consisting of approximately 73 acres of land in the Great Park Neighborhoods acquired by the Gateway Commercial Venture in 2017. The Five Point Gateway Campus currently includes approximately one million square feet planned for research and development, medical and office space in four buildings. In 2020, the Gateway Commercial Venture sold three of the buildings and approximately 11 acres of land at the campus. Our corporate headquarters are located in the fourth building, which remains owned by the Gateway Commercial Venture. In addition to the fourth building, the Gateway Commercial Venture owns approximately 50 acres of commercial land with additional development rights at the campus.
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 six months ended June 30, 2023 and 2022.
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
(in thousands)
Segment (loss) profit from operations$(502)$234 $(678)$449 
Less net income of management company attributed to the Commercial segment
104 101 211 204 
Net (loss) income of the Gateway Commercial Venture(606)133 (889)245 
Equity in (loss) earnings from the Gateway Commercial Venture$(455)$100 $(667)$184 


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Liquidity and Capital Resources
As of June 30, 2023, we had $193.2 million of consolidated cash and cash equivalents, compared to $131.8 million at December 31, 2022. As of June 30, 2023, no funds had been drawn on and no letters of credit were outstanding on the operating company’s $125.0 million unsecured revolving credit facility.
Our short-term cash needs consist primarily of general and administrative expenses and development expenditures at Valencia and the Candlestick and The San Francisco Shipyard communities, interest payments under our senior notes and payments under a related party reimbursement obligation. Reimbursement payments may be deferred when our related party receives an extension on the maturity date of the associated EB-5 loan liability. Through the second quarter of 2023, approximately $17.4 million in related party reimbursement obligations that were previously expected to be paid in 2023 have been deferred to 2024. Our related party has a history of receiving maturity date extensions, however, such further extensions are not within our control and there can be no assurance that any such extensions will be obtained in the future.
The development stages of our communities continue to require significant cash outlays on both a short-term and long-term basis, and we expect to invest significant amounts on continued horizontal development at Valencia over the next 12 months. We manage our development activities and expenditures to coincide with projected demand for homesites by our guest builders with the objective of maintaining an appropriate level of liquidity. We expect to meet our cash requirements for at least the next 12 months with available cash, distributions from our unconsolidated entities, collection of management fees under our development management agreement with the Great Park Venture, proceeds from land sales, reimbursements from public financing in Valencia and access to financing sources, including our revolving credit facility.
Our long-term cash needs relate primarily to future horizontal development expenditures and investments in or vertical construction costs for properties that we may acquire or develop for our income-producing portfolio, along with debt service and general and administrative expenses. 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 and reimbursements, 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. 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. In addition, in an effort to reduce future cash interest payments as well as future amounts due at maturity or to extend debt maturities, we may also purchase, redeem, prepay, refinance, amend, exchange, extend, or otherwise retire any amount of our outstanding indebtedness at any time and from time to time, in open market or privately negotiated transactions with the holders of such indebtedness or otherwise. We may pursue any such transactions as we consider appropriate in light of market conditions and other relevant factors.
We are committed under various performance bonds and letters of credit (“LOCs”) to perform certain development activities and provide certain guarantees in the normal course of the entitlement and development process.
We had outstanding performance bonds of $307.3 million as of June 30, 2023 predominantly related to our Valencia community.
At June 30, 2023, the San Francisco Venture had outstanding guarantees benefiting a municipal agency for infrastructure and construction of certain park and open space obligations with aggregate maximum obligations of $198.3 million.
Outstanding LOCs totaled $1.0 million at both June 30, 2023 and December 31, 2022. At both June 30, 2023 and December 31, 2022, we had $1.0 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 June 30, 2023, no capacity under the revolving credit facility was used to support LOCs.

37

We are a party to a tax receivable agreement (“TRA”) with current and former holders of Class A units of the operating company and the holders of Class A units of the San Francisco Venture. The TRA provides for payments by us to such investors or their successors in aggregate amounts equal to 85% of the cash savings, if any, in income tax that we realize as a result of certain tax attributes. We expect the TRA payments to be substantial. However, the actual amount and timing of any payments under the TRA will vary depending upon a number of factors, including the timing of exchanges of Class A units of the operating company, the price of our Class A common shares at the time of such exchanges, the extent to which such exchanges are taxable and our ability to use the potential tax benefits, which will depend on the amount and timing of our taxable income and the rate at which we pay income tax. As of June 30, 2023, there were no amounts currently payable under the TRA and based on current projections, we do not expect to make any payments for the next several years.
Summary of Cash Flows
The following table outlines the primary components of net cash provided by (used in) operating, investing and financing activities (in thousands):
Six Months Ended June 30,
20232022
Operating activities
$37,925 $(133,531)
Investing activities
29,676 1,387 
Financing activities
(6,169)(5,498)
Cash Flows from Operating Activities. Net cash provided by operating activities was $37.9 million for the six months ended June 30, 2023, compared to $133.5 million net cash used in operating activities for the six months ended June 30, 2022. Major components of operating cash used in both periods consist of our continued investment in horizontal development at our communities, selling, general, and administrative costs and the payment of $24.6 million in each of the six months ended June 30, 2023 and 2022 for interest due on our senior notes. Our horizontal development costs for the six months ended June 30, 2023 were offset by $17.7 million in public financing reimbursements for public infrastructure development costs we incurred in Valencia and a nonrecurring $44.5 million recovery from a third party related to certain project development costs in Valencia.
During the six months ended June 30, 2023, we received incentive compensation payments of $22.0 million under our development management agreement with the Great Park Venture. The payment is net of $2.6 million that we concurrently distributed to the holders of the management company's Class B units. Additionally, we received total distributions of $81.8 million from the Great Park Venture, of which $52.7 million is reflected as a return on our investment (operating activity) in the statement of cash flows with the balance reflected as an investing activity.
Cash Flows from Investing Activities. Net cash provided by investing activities increased by $28.3 million for the six months ended June 30, 2023, compared to net cash provided by investing activities for the six months ended June 30, 2022.
During the six months ended June 30, 2023, we received total distributions of $81.8 million from the Great Park Venture, of which $29.0 million is reflected as a return of our investment (investing activity) in the statement of cash flows with the balance reflected as an operating activity. Additionally, for the six months ended June 30, 2023 and 2022, we received a distribution of $0.6 million and $1.5 million, respectively, from the Valencia Landbank Venture, which is reflected as a return of our investment (investing activity) in the statement of cash flows.
Cash Flows from Financing Activities. Net cash used in financing activities was $6.2 million for the six months ended June 30, 2023 compared to $5.5 million net cash used in financing activities for the six months ended June 30, 2022.
We used $0.2 million and $2.7 million during the six months ended June 30, 2023 and 2022, respectively, to net settle share-based compensation awards with employees for tax withholding purposes. For the six months ended June 30, 2023 and 2022, in accordance with the operating company's limited partnership agreement, we made noncontrolling interest tax distributions of $2.0 million and $0.4 million, respectively. We also made payments of $4.0 million and $2.3 million to reduce our related party reimbursement obligation during the six months ended June 30, 2023 and 2022, respectively.

38

Changes in Capital Structure
During the six months ended June 30, 2023, our ownership percentage in the operating company increased to 62.6%, primarily due to our issuance of shared-based compensation in the form of 0.2 million restricted Class A common shares, partially offset by our reacquisition of approximately 0.1 million restricted Class A common shares from employees for income tax withholding purposes upon vesting. The issuances and settlements resulted in the operating company issuing to us an equal number of Class A units of the operating company or retiring an equal number of Class A units of the operating company that we previously held.
The table below summarizes outstanding Class A units of the operating company and Class A units of the San Francisco Venture (redeemable on a one-for-one basis for Class A units of the operating company) held by us and held by noncontrolling interest members at June 30, 2023 and December 31, 2022.
June 30, 2023December 31, 2022
Class A units of the operating company:
Held by us69,199,938 69,068,354 
Held by noncontrolling interest members41,363,271 41,363,271 
110,563,209 110,431,625 
Class A units of the San Francisco Venture held by noncontrolling interest members37,870,273 37,870,273 
148,433,482 148,301,898 
At June 30, 2023, we had 79,233,544 Class B common shares outstanding that were held by the noncontrolling interest members of the operating company and the Class A unitholders of the San Francisco Venture. The Class B common shares will automatically convert to Class A common shares at a ratio of 0.0003 Class A common shares for each Class B common share. The conversions will occur when the holders of Class A units of the operating company, including Class A units that have been issued upon redemption of Class A units of the San Francisco Venture, are redeemed at our election for our Class A common shares or cash.
Critical Accounting Estimates
There have been no significant changes to our critical accounting estimates during the six months ended June 30, 2023 as compared to those disclosed in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which is presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
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 fixed 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 June 30, 2023, we had outstanding consolidated net indebtedness of $621.4 million, none of which bears interest based on floating interest rates.
We have not entered into any transactions using derivative financial instruments or derivative commodity instruments.
ITEM 4.    Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the supervision and participation of our Chief Executive Officer and our Interim Chief Financial Officer (the “Certifying Officers”), has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2023. 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 June 30, 2023.

39

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.

40

PART II. OTHER INFORMATION
ITEM 1.    Legal Proceedings
For disclosures of legal proceedings, see Note 11 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
In addition to the other information set forth in this report, you should carefully consider the factors discussed in “Part I, Item 1A, Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, which could materially affect our business, financial condition and results of operations. 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, 2022. The risks described in our Annual Report on Form 10-K are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition and results of operations.
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

41

ITEM 6.     Exhibits
ExhibitExhibit Description
10.1*
10.2*
31.1*
31.2*
32.1*
32.2*
101.INS
Inline 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
Inline XBRL Taxonomy Extension Schema Document.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*    Filed herewith

42

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/ Daniel Hedigan
Daniel Hedigan
Chief Executive Officer
(Principal Executive Officer)
By:
/s/ Leo Kij
Leo Kij
Interim Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)


Date: July 21, 2023

43
EXHIBIT 10.1
FOURTH AMENDMENT TO CREDIT AGREEMENT

This Fourth Amendment to Credit Agreement (“Amendment”) is effective as of June 30, 2023 and is entered into by and among FIVE POINT OPERATING COMPANY, LP, a Delaware limited partnership (“Borrower”), ZIONS BANCORPORATION, N.A., dba CALIFORNIA BANK & TRUST (“CBT”), as the administrative agent (“Administrative Agent”) for itself as a lender and lenders, COMERICA BANK, a Texas banking association (“Comerica”), JPMORGAN CHASE BANK, N.A., a national banking association (“JPMorgan”), CITIBANK, N.A. (“Citibank” and collectively with CBT as a lender, Comerica, and JPMorgan, the “Lenders” and each individually a “Lender”), with respect to that certain Credit Agreement by and among Administrative Agent, Borrower and Lenders dated as of April 18, 2017, as amended by that certain First Amendment to Credit Agreement dated as of November 8, 2017, that certain Second Amendment to Credit Agreement dated as of May 10, 2019 and that Third Amendment to Credit Agreement dated as of April 19, 2021 (the “Third Amendment” and collectively with the Credit Agreement and prior amendments, as further amended, restated and otherwise modified, the “Credit Agreement”) pursuant to which Lenders have provided Borrower with a line of credit in the original aggregate maximum commitment amount of $125,000,000.00 (the “Loan”). Except to the extent expressly defined herein, each capitalized term shall mean as defined in the Credit Agreement.
RECITALS
A.    In connection with the Loan, Borrower also executed (i) that certain Note dated as of April 18, 2017 in favor of CBT as a Lender in the original face amount of $50,000,000.00 (as amended, restated and otherwise modified, the “CBT Note”), (ii) that certain Note dated as of November 8, 2017 in favor of Comerica in the original face amount of $25,000,000.00 (as amended, restated and otherwise modified, the “Comerica Note”), (iii) that certain Note dated as of November 8, 2017 in favor of JPMorgan in the original face amount of $25,000,000.00 (as amended, restated and otherwise modified, the “JPMorgan Note”), and (iv) that certain Note dated as of November 8, 2017 in favor of Citibank in the original face amount of $25,000,000.00 (as amended, restated and otherwise modified, the “Citibank Note” and together with the CBT Note, the Comerica Note and the JPMorgan Note, collectively, the “Notes”). The Loan is also guaranteed by certain Domestic Subsidiaries of the Borrower pursuant to that certain Guaranty dated as of April 18, 2017 in favor of Administrative Agent for the benefit of Lenders, as modified by that certain Joinder to Guaranty dated November 30, 2017 (collectively, and as may be amended, restated, or otherwise modified, the “Guaranty”). The Credit Agreement, the Notes, the Guaranty and all other agreements, documents, and instruments evidencing, supporting and otherwise relating to the Loan, as each may be amended, modified, extended or restated from time to time, are sometimes referred to individually and collectively as the “Loan Documents”. Hereinafter, the Loan Documents shall mean such documents as modified by this Amendment.
B.    In accordance with the Credit Agreement, including Section 2(c) of the Addendum attached to the Third Amendment, (i) Administrative Agent has determined in good faith that the Eurodollar Rate will no longer be available effective as of July 1, 2023 and, as a result thereof a Term SOFR Transition Event will occur as of that date and the existing Benchmark must be replaced with a Benchmark Replacement based on SOFR, (ii) Administrative Agent has provided written notice to the Loan Parties and Lenders thereof pursuant to that certain letter dated as of May 15, 2023 entitled “Term SOFR Notice; Notice of Conversion from Eurodollar to SOFR – Five Point Unsecured Revolver Facility” and (iii) Administrative Agent has determined that in connection with the implementation of that Benchmark Replacement, certain Benchmark Replacement Conforming Changes are required to be made, all as set forth below.
AGREEMENT
WHEREFORE, based on the foregoing, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Credit Agreement is hereby deemed amended as of the date first set forth above as follows:
1.Benchmark Replacement Conforming Changes to Definitions.
1



a.Each of the following definitions as presently set forth in the Credit Agreement are hereby deemed deleted:
i)Benchmark Replacement Adjustment”;
ii)Benchmark Replacement Date”;
iii)Daily Eurodollar Rate”, with any reference to Daily Eurodollar Rate in the Credit Agreement being deemed a reference to SOFR;
iv)Eurodollar Rate”, with any reference to Eurodollar Rate in the Credit Agreement being deemed a reference to SOFR 1 Month Term Index Rate;
v)Eurodollar Rate Loan”, with any reference to Eurodollar Rate Loan in the Credit Agreement being deemed a reference to a “SOFR Loan”;
vi)Interest Period”; with any reference to Interest Period in the Credit Agreement being deemed deleted such that Borrower shall not be able to select any applicable Interest Period for an Interest Rate; and
vii)London Banking Day”.
b.Each of following definitions as presently set forth in the Credit Agreement are hereby deemed amended and restated in their entirety as follow:
i)Applicable Rate” means the following percentages per annum, based upon the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):
Pricing LevelConsolidated Leverage RatioApplicable Rate for Undrawn FeesApplicable Rate for determining Interest Rate and for Letter of Credit Fees
1
<30%
0.30%1.75%
2
>30% but <40%
0.35%2.00%

ii)Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (a) if the then-current Benchmark is a term rate, any tenor for such Benchmark that is or may be used for determining the length of any interest period or (b) otherwise, any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of such date.
iii)Base Rate” means SOFR plus the SOFR Adjustment; provided that, if for any reason SOFR is unavailable, Base Rate shall mean the per annum rate of interest equal to the Federal Funds Rate plus one-half percent (0.50%).
2



iv)Base Rate Loan” means a Loan that bears interest at the Base Rate.
v)Benchmark” means initially, the SOFR 1 Month Term Index Rate; provided that if a replacement of the Benchmark has occurred pursuant to Section 3.03, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate. Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation thereof
vi)Benchmark Loan” means any and all Loans, each bearing interest at the then applicable Benchmark. For avoidance of doubt, any references in the Credit Agreement to Eurodollar Rate Loan or Base Rate Loan shall be deemed a reference to a “Benchmark Loan”.
vii)Benchmark Replacement” means for any Available Tenor, the spread adjustment selected or recommended by the Relevant Governmental Body for the replacement of the tenor of SOFR with a Benchmark based rate having approximately the same length as the then applicable Benchmark index rate with an adjustment (which may be a positive or negative value or zero), in each case, that has been selected by Administrative Agent as the replacement for such Available Tenor of such Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the Relevant Governmental Body, for U.S. dollar-denominated syndicated credit facilities at such time; provided that, if the Benchmark Replacement as determined pursuant to the above would be less than 0.00%, then the Benchmark Replacement will be deemed to be 0.00% for the purposes of this Agreement and the other Loan Documents. As used herein, the term “Relevant Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.
viii)Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including any conforming changes to the definitions of Interest Rate, Interest Index Rate, Interest Rate Adjustment Date, Interest Rate Determination Date, “Business Day,” and “Interest Period,” the timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that Administrative Agent decides (and in consultation with the Borrower so long as no Event of Default then exists) may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by Administrative Agent in a manner substantially consistent with market practice (or, if Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents; provided that any such decision or determination will be in consultation with the Borrower so long as no Event of Default then exists).
ix)Benchmark Transition Event means, with respect to any then-current Benchmark, the occurrence of a public statement or publication of information by or on behalf of the administrator of the then-current Benchmark, the regulatory supervisor for the administrator of such Benchmark, the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark, a resolution authority with jurisdiction over the administrator for such Benchmark or a court or an entity with similar insolvency or
3



resolution authority over the administrator for such Benchmark, announcing or stating that (a) such administrator has ceased or will cease on a specified date to provide all Available Tenors of such Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark or (b) all Available Tenors of such Benchmark are or will no longer be representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored.
x)Business Day” means any day on which Administrative Agent and other financial institutions located in California are open and conducting business but expressly excluding Saturday, Sunday and any holiday officially recognized by the State of California or the United States of America; provided that, (a) with respect to any determination of the SOFR 1 Month Term Index Rate, the term “Business Day” shall also exclude any day on which such index rate is not published by the SOFR Administrator and (b) with respect to any determination of any Benchmark Replacement, the term “Business Day” shall also exclude any day on which such Benchmark Replacement is not published by the administrator of the applicable Benchmark. For avoidance of doubt, any references in the Credit Agreement to Eurodollar Rate shall be deemed a reference to SOFR 1 Month Term Index Rate.
xi)Interest Payment Date” shall mean the first Business Day of each calendar month.
xii)SOFR” means a rate per annum equal to (a) the secured overnight financing rate for such Business Day published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) on the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org (or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator of the secured overnight financing rate from time to time) plus (b) the SOFR Adjustment. For avoidance of doubt, any references in the Credit Agreement to Daily Eurodollar Rate shall be deemed a reference to SOFR.
xiii)SOFR Administrator means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).
xiv)Type” means , with respect to a Committed Loan, its character as a Base Rate Loan or a SOFR Loan.
c.The each of following new definitions are hereby deemed inserted in alphabetical order into Section 1.01 of the Credit Agreement:
i)Interest Determination Date” means that date upon which Administrative Agent determines the Interest Index Rate, which date shall be two U.S. Government Securities Business Days prior to the Interest Rate Adjustment Date (provided that, if the Interest Index Rate for such Business Day is not published due to any circumstance that Administrative Agent deems in its sole discretion to be temporary, such date shall be the immediately preceding Business Day upon which such Interest Index Rate is published). As used hereinabove, “U.S. Government Securities Business Days” means any day except for (a) a Saturday, (b) a Sunday) or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
ii)Interest Index Rate means (a) with respect to any SOFR Loan, the SOFR 1 Month Term Index Rate and (b) with respect to any Base Rate Loan, the Base Rate, in each case, as such Interest Index Rate is determined by Administrative Agent on each Interest Rate Determination Date.
4



iii)Interest Rate means with respect to any SOFR Loan or any Base Rate Loan, the sum of the Interest Index Rate applicable thereto plus the Applicable Rate as such Interest Rate is adjusted from time to time by Administrative Agent as of each Interest Rate Adjustment Date.
iv)Interest Rate Adjustment Date means (a) with respect to the first Interest Rate Adjustment Date, July 1, 2023 and (b) at all times thereafter, the first day of each Calendar Month.
v)SOFR Adjustment” means 0.10%.
vi)SOFR Loan” means a Committed Loan that bears interest at a rate based on the SOFR 1 Month Term Index Rate.
vii)SOFR 1 Month Term Index Rate” means (a) the rate per annum as quoted by CME Group Benchmark Administration Limited as the CME Term SOFR 1 Month, as quoted for U.S. Dollars by Bloomberg, or other comparable services selected by Administrative Agent plus (b) the SOFR Adjustment; provided that, if the SOFR 1 Month Term Index Rate as determined pursuant to the above would be less than 0.00%, then the SOFR 1 Month Term Index Rate will be deemed to be 0.00% for the purposes of this Agreement and the other Loan Documents. The SOFR 1 Month Term Index Rate is to be strictly interpreted and is not intended to serve any purpose other than providing an index to determine the interest rate used herein. The SOFR 1 Month Term Index Rate may not necessarily be the same as the quoted offer side in any time deposit market by any particular institution or service applicable to any interest period and it is not necessarily the lowest rate charged by Administrative Agent on its loans. For avoidance of doubt, in the event of a Benchmark Transition Event with respect to the SOFR 1 Month Term Index Rate, all references to SOFR 1 Month Term Index Rate shall mean the Benchmark Replacement thereof.
2.Amendment to Section 2.02. Section 2.02 of the Credit Agreement is hereby amended as of the date first set forth above such that, notwithstanding anything to the contrary set forth in Section 2.02 of the Credit Agreement, Borrower shall not be entitled to select a Type but instead, interest shall accrue on the Loan at the SOFR 1 Month Term Index Rate subject only to any replacement thereof pursuant to the Benchmark Replacement provisions set forth in Section 3.03 of the Credit Agreement.
3.Amendment to Section 2.08(a). Section 2.08(a) of the Credit Agreement is hereby amended and restated in its entirety as of the date first set forth above as follows:
(a)Subject only to Section 3.03 below, interest shall accrue and be payable on the Loans at that rate per annum which is equal to the Interest Rate which is based on the SOFR 1 Month Term Index Rate plus the Applicable Rate, as calculated by Administrative Agent as of each Interest Rate Determination Date (other than in connection with any Benchmark Replacement which may be determined by Administrative Agent on a different date pursuant to Section 3.03 below) and taking effect as of each Interest Rate Adjustment Date. Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (i) the continuation of, administration of, submission of, calculation of or any other matter related to the SOFR 1 Month Term Index Rate or SOFR, or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 3.03 below, will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the SOFR 1 Month Term Index Rate, SOFR or any other Benchmark Replacement prior to its discontinuance
5



or unavailability or (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of the SOFR 1 Month Term Index Rate, SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto and such transactions may be adverse to Borrower. Administrative Agent may select information sources or services in its reasonable discretion to ascertain the SOFR 1 Month Term Index Rate, SOFR or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.
4.Amendment to Section 3.03. Section 3.03 of the Credit Agreement is hereby amended and restated in its entirety as of the date first set forth above as follows:
3.03 Future Benchmark Replacement.
(a)Benchmark Transition Date. Upon the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders (and Borrower so long as no Event of Default then exists) without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders (or Borrower so long as no Event of Default then exists). At any time that any such objection has been received by Administrative Agent or the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, interest shall as if the Loans constitute a Base Rate Loan until Borrower’s receipt of notice from Administrative Agent that a Benchmark Replacement has replaced such Benchmark as provided herein.
(b)Benchmark Replacement Conforming Changes. In connection with the implementation and administration of a Benchmark Replacement, Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement.
(c)Notices; Standards for Decisions and Determinations. Administrative Agent will promptly notify Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by Administrative Agent pursuant to this Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent
6



manifest error and may be made in its sole discretion and without consent from any other party hereto, except as expressly required pursuant to this Section or in the definition of Benchmark Replacement.
(d)Unavailability of Tenor of Benchmark. At any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the SOFR 1 Month Term Index Rate if applicable), then Administrative Agent may remove any tenor of such Benchmark that is unavailable or non-representative for Benchmark (including Benchmark Replacement) settings and (ii) Administrative Agent may reinstate any such previously removed tenor for Benchmark (including Benchmark Replacement) settings.
5.Deletion of Addendum A. Section 2.08(d), as created by the Third Amendment, together with Addendum A attached thereto, are hereby deemed deleted in their entirety.

6.Binding Effect. The Loan Documents as modified herein are binding upon, and inure to the benefit of Borrower, each Guarantor, Administrative Agent and Lenders and their respective successors and assigns to the extent any such assignment is permitted under the Credit Agreement. This Amendment, and the interpretation and enforcement thereof shall be in accordance with the general terms and conditions set forth in the Credit Agreement (as modified herein), including the notice provisions, consent to jurisdiction provisions, governing law provisions, waiver of jury and judicial reference provisions, and the integration, counterpart and severability provisions, with Administrative Agent, Lenders and Borrower being entitled to the benefits thereof and being bound thereby.
    The Parties hereto each acknowledge and agree that this Amendment, including each of the provisions set forth above, constituting Benchmark Replacement Conforming Changes, are hereby deemed implemented and effective as of the date first set forth above, with the Credit Agreement being deemed amended by this Amendment.

[Reminder of Page Intentionally Blank – Signature Pages Follow]
7


EXHIBIT 10.1
    IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first set forth above.

BORROWER:
FIVE POINT OPERATING COMPANY, LP,
a Delaware limited partnership

By:    Five Point Opco GP, LLC, a Delaware limited liability company, its managing general partner

By:     /s/Leo Kij            
Name:     Leo Kij            
Title:     Chief Financial Officer, Treasurer and Vice President                

By:     /s/Michael Alvarado        
Name:     Michael Alvarado        
Title:     Chief Legal Officer, Vice President and Secretary                





S-1


EXHIBIT 10.1
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first set forth above.

ADMINISTRATIVE AGENT:

ZIONS BANCORPORATION, N.A. dba CALIFORNIA BANK & TRUST, as Administrative Agent

By: /s/Sean Reilly    
Name:     Sean Reilly            
Title:     Vice President

LENDER:

ZIONS BANCORPORATION, N.A. dba CALIFORNIA BANK & TRUST, as a Lender and L/C Issuer
By: /s/Sean Reilly    
Name:     Sean Reilly            
Title:     Vice President


S-2


EXHIBIT 10.1
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first set forth above.


CITIBANK, N.A.

By:
/s/Michael Vondriska
Name:     Michael Vondriska        
Title:     Vice President



S-3


EXHIBIT 10.1
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first set forth above.



COMERICA BANK


By:
/s/Jonathan R. Ward
Name:     Jonathan R. Ward        
Title:     VP Western Market

S-4


EXHIBIT 10.1
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first set forth above.


JPMORGAN CHASE BANK, N.A.,
a national banking association

By:
/s/Nadeige Dang
Name:     Nadeige Dang            
Title:     Executive Director

















[End of Signature Pages]
S-5


EXHIBIT 10.1
CONSENT AND AGREEMENT OF GUARANTORS

The undersigned Guarantors hereby consent to the foregoing Fourth Amendment to Credit Agreement (“Amendment”). Except to the extent expressly defined herein, each capitalized term shall mean as defined in the Amendment. The undersigned further acknowledge, represent and warrant to Administrative Agent and Lenders that (a) the undersigned have received a copy of the Amendment, have read the Amendment, understand the Amendment, have discussed the Amendment with Borrower, have sought independent advice from counsel with respect to the Amendment or, although having the time and opportunity to do so, have elected not to seek such independent advice, and thereafter has fully, finally and unconditionally consented to the Amendment, (b) the Guaranty as may be modified by the Amendment (and as otherwise may have been restated, amended or otherwise modified) continues to be the legal, valid and binding obligation of the undersigned, enforceable against the undersigned in accordance with its terms, subject only to bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and by equitable principles of general application, (c) notwithstanding anything to the contrary set forth in any other agreement, instrument or other document, each Guarantor acknowledges and agrees that it is not a primary obligor along with Borrower under the Loan and that the obligations of each Guarantor under the Loan Documents to which it is a party constitute separate, independent and valid obligations of such Guarantor and (d) each Guarantor is not aware of any claims, counterclaims, defenses, or off-sets with respect to the enforcement against any Guarantor of the Loan Documents to which it is a party exist.
Each Guarantor further acknowledges and agrees that, notwithstanding anything to the contrary set forth in any Guaranty, no Guarantor shall be deemed to be a guarantor of any applicable swap obligations if such Guarantor is not an “Eligible Contract Participant” as defined in § 1(a)(18) of the Commodity Exchange Act and the applicable rules issued by the Commodity Futures Trading Commission and/or the Securities and Exchange Commission (collectively, and as now or hereafter in effect, “the ECP Rules”) to the extent that the providing of such guaranty by such Guarantor would violate the ECP Rules or any other applicable law or regulation. This paragraph shall not affect any obligations of any Guarantor other than any obligations of such Guarantor with respect to any such swap obligations, nor shall it affect the obligations of any Guarantor who qualifies as an Eligible Contract Participant.
[Signature Pages Follow]
1


EXHIBIT 10.1
IN WITNESS WHEREOF, the undersigned have entered into this Consent and Agreement of Guarantors as of the date of the Amendment.
GUARANTORS:

THE SHIPYARD COMMUNITIES, LLC
By:    Five Point Operating Company, LP,
its manager

By:    Five Point Opco GP, LLC,
    its managing general partner

By:     /s/Leo Kij            
Name:     Leo Kij            
Title:     Chief Financial Officer, Treasurer and Vice President                

By:     /s/Michael Alvarado        
Name:     Michael Alvarado        
Title:     Chief Legal Officer, Vice President and Secretary    
S-1


EXHIBIT 10.1
IN WITNESS WHEREOF, the undersigned have entered into this Consent and Agreement of Guarantors as of the date of the Amendment.

FIVE POINT LAND, LLC
By:    Five Point Operating Company, LP,
its manager

By:    Five Point Opco GP, LLC,
    its managing general partner

By:     /s/Leo Kij            
Name:     Leo Kij            
Title:     Chief Financial Officer, Treasurer and Vice President                

By:     /s/Michael Alvarado        
Name:     Michael Alvarado        
Title:     Chief Legal Officer, Vice President and Secretary    

S-2


EXHIBIT 10.1
IN WITNESS WHEREOF, the undersigned have entered into this Consent and Agreement of Guarantors as of the date of the Amendment.

FIVE POINT COMMUNITIES MANAGEMENT, INC.
By:     /s/Leo Kij            
Name:     Leo Kij            
Title:     Chief Financial Officer, Treasurer and Vice President                

By:     /s/Michael Alvarado        
Name:     Michael Alvarado        
Title:     Chief Legal Officer, Vice President and Secretary    



S-3


EXHIBIT 10.1
IN WITNESS WHEREOF, the undersigned have entered into this Consent and Agreement of Guarantors as of the date of the Amendment.
FIVE POINT COMMUNITIES, LP
By:    Five Point Communities Management, Inc.,
    its general partner
By:     /s/Leo Kij            
Name:     Leo Kij            
Title:     Chief Financial Officer, Treasurer and Vice President                

By:     /s/Michael Alvarado        
Name:     Michael Alvarado        
Title:     Chief Legal Officer, Vice President and Secretary    


S-4


EXHIBIT 10.1
IN WITNESS WHEREOF, the undersigned have entered into this Consent and Agreement of Guarantors as of the date of the Amendment.
FIVE POINT HERITAGE FIELDS, LLC

By:    Five Point Operating Company, LP,
its manager

By:    Five Point Opco GP, LLC,
    its managing general partner

By:     /s/Leo Kij            
Name:     Leo Kij            
Title:     Chief Financial Officer, Treasurer and Vice President                

By:     /s/Michael Alvarado        
Name:     Michael Alvarado        
Title:     Chief Legal Officer, Vice President and Secretary    

S-5


EXHIBIT 10.1
IN WITNESS WHEREOF, the undersigned have entered into this Consent and Agreement of Guarantors as of the date of the Amendment.

FIVE POINT CAPITAL CORP.
By:     /s/Leo Kij            
Name:     Leo Kij            
Title:     Chief Financial Officer, Treasurer and Vice President                

By:     /s/Michael Alvarado        
Name:     Michael Alvarado        
Title:     Chief Legal Officer, Vice President and Secretary    



S-6

EXHIBIT 10.2
FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Amendment”) of HERITAGE FIELDS LLC, a Delaware limited liability company (the “Company”), is dated for reference purposes as of November 15, 2022, by and among FIVE POINT HERITAGE FIELDS, LLC, a Delaware limited liability company (“Five Point”), HERITAGE FIELDS CAPITAL CO-INVESTOR MEMBER LLC, a Delaware limited liability company (“Co-Investor”), MSD HERITAGE FIELDS, LLC, a Delaware limited liability company (“MSD”), and LNR HF II, LLC, a California limited liability company (“LNR”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the “Operating Agreement” (defined below).
W I T N E S S E T H:
WHEREAS, LenFive, LLC, a Delaware limited liability company (“Lennar”), transferred its Legacy Interests (the “Transfer”) in the Company to Lennar Homes of California LLC (“LHC”), effective as of November 2, 2022 (the “Effective Date”), pursuant to Section 11.2 of the Company’s Fourth Amended and Restated Limited Liability Company Agreement, dated as of April 21, 2017 (the “Operating Agreement”);
WHEREAS, pursuant to Section 11.7(c) of the Operating Agreement, allocations of Profit, Loss and Distributions to LHC will commence as of December 1, 2022;
WHEREAS, Lennar previously provided the other Members with notice of the transfer in accordance with Section 11.2 of the Operating Agreement as well as a copy of an executed Assignment and Assumption Agreement by and between Lennar and LHC in accordance with Section 11.3(b) of the Operating Agreement;
WHEREAS, Section 11.7(b) of the Operating Agreement requires that the Operating Agreement be amended and/or restated in order to reflect the Transfer and the admission of LHC as a substitute Member in place of Lennar; and
WHEREAS, the Voting Members desire to amend the Operating Agreement to reflect the Transfer and the admission of LHC as a substitute Member.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the Voting Members hereby amend the Operating Agreement, as of the Effective Date, as follows:
1.Changes to Definitions. As used in the Operating Agreement, "Lennar" shall now mean Lennar Homes of California LLC, a California limited liability company.
2.Exhibit A – Membership Interests. Exhibit A of the Operating Agreement is hereby amended and restated as set forth on Exhibit A hereto.
3.Exhibit B – Notices. Exhibit B of the Operating Agreement is hereby amended and restated as set forth on Exhibit B hereto.
4.Amendment. Except as modified by this Amendment, the Operating Agreement remains unmodified and in full force and effect.



5.Counterparts. This Amendment may be executed in one or more counterparts by some or all of the Voting Members and (i) each such counterpart shall be considered an original, and all of which together shall constitute a single agreement, (ii) the exchange of executed copies of this Amendment by facsimile or email transmission (e.g., Portable Document Format (PDF) or DocuSign) or other shall constitute effective execution and delivery of this Amendment as to the parties for all purposes, and (iii) signatures of the parties transmitted by facsimile or email transmission shall be deemed to be their original signatures for all purposes hereunder.

[signatures follow on next page]




IN WITNESS WHEREOF, the Voting Members have executed this Amendment as of the date first above written.
FIVE POINT:
FIVE POINT HERITAGE FIELDS, LLC, a Delaware limited liability company
By: Five Point Operating Company, LP, its sole member
By:      /s/ Daniel Hedigan           
Name: Daniel Hedigan
Title: Chief Executive Officer
CO-INVESTOR:
HERITAGE FIELDS CAPITAL CO-INVESTOR MEMBER, LLC, a Delaware limited liability company
By:      /s/ Aric Shalev           
Name: Aric Shalev
Title:
MSD:
MSD HERITAGE FIELDS, LLC, a Delaware limited liability company
By:      /s/ Alan Epstein           
Name: Alan Epstein
Title: Vice President
LNR:
LNR HF II, LLC, a California limited liability company
By:      /s/ Dan Schwaegler           
Name: Dan Schwaegler
Title: Senior Vice President
[Signature Page to First Amendment to Fourth Amended and Restated Limited Liability Company Agreement of Heritage Fields LLC]



EXHIBIT A

MEMBERS’ NAMES, PERCENTAGE INTERESTS AND CONTRIBUTION PERCENTAGES
(As of the Effective Date)

MemberPercentage InterestLegacy InterestContribution Percentage
FPC-HF Venture I, LLC--12.5%--
MSD Heritage Fields, LLC12.5%12.5%12.5%
Heritage Fields Capital Co-Investor Member LLC37.5%37.5%37.5%
LNR HF II, LLC12.5%12.5%12.5%
Lennar Homes of California LLC--25%--
Five Point Heritage Fields, LLC37.5%--37.5%




EXHIBIT B
ADDRESSES FOR NOTICES
If to Five Point:
    Five Point Heritage Fields, LLC
    2000 FivePoint, 4
th Floor
    Irvine, CA 92618
    Attn: Legal Notices
    Telephone: (949) 349-1000
    Facsimile: (949) 349-1075
    email: mike.alvarado@fivepoint.com
If to FPC-HF:
Five Point Communities, LP
    2000 FivePoint, 4
th Floor
    Irvine, CA 92618
    Attn: Michael Alvarado
    Telephone: (949) 349-1000
    Facsimile: (949) 349-1075
    email: mike.alvarado@fivepoint.com
and:
    HFET Opportunities, LLC
    4600 Wells Fargo Center
    90 South Seventh Street
    Minneapolis, MN 55402
    Attn: General Counsel
    Facsimile: (612) 851-3001
    email: notices@castlelake.com
with a copy (which shall not constitute notice) to:
HFET Opportunities, LLC
    4600 Wells Fargo Center
    90 South Seventh Street
    Minneapolis, MN 55402
    Attn: Judd Gilats
    Facsimile: (612) 851-3001
    email: judd.gilats@castlelake.com



If to Co-Investor:
    Heritage Fields Capital Co-Investor Member LLC
    c/o Rockpoint Group, L.L.C.
    Woodlawn Hall at Old Parkland
    3953 maple Avenue, Suite 300
    Dallas, TX 75219
    Attn: General Counsel
    Telephone: (972) 934-0100
    Facsimile: (972) 934-833

If to MSD:
    
MSD Heritage Fields, LLC
c/o MSD Partners, L.P.
One Vanderbilt Avenue, 26th Floor
New York, New York  10017
Attention: Marcello Liguori, Chief Corporate Counsel

with a copy to:
    
    MSD Capital, L.P.
    100 Wilshire Boulevard, Suite 1700
    Santa Monica, CA 90401
    Attn: Alan Epstein
    Telephone: (310) 458-3609
    Facsimile: (310) 458-3619

If to Lennar:

    Lennar Homes of California LLC
    c/o Lennar Corporation
    2000 FivePoint, 3rd Floor
    Irvine, CA 92618
    Attn: Jon Jaffe
    Telephone: (949) 349-8076
    Facsimile: (949) 349-0782

with a copy to:

    Lennar Homes of California LLC
    c/o Lennar Corporation
    5505 Blue Lagoon Drive
    Miami, FL 33126
    Attn: Mark Sustana
    Telephone: (305) 229-6400
    Facsimile: (305) 229-6650




If to LNR:

    c/o IX LNR HF II HOLDINGS, L.L.C.
    591 West Putnam Avenue
    Greenwich, CT 06830
    Attn: Ellis Rinaldi, Esq.

with a copy to:
    
    LNR HF II, LLC
    c/o Starwood Capital Group Global, LLC
    100 Pine Street, Suite 3000
    San Francisco, CA 94111
    Attn: Daniel Schwaegler


Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a14(a) AND 15d14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Daniel Hedigan, certify that:
1.    I have reviewed this quarterly report on Form 10-Q of Five Point Holdings, LLC;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: July 21, 2023/s/ Daniel Hedigan
Daniel Hedigan
Chief Executive Officer
(Principal Executive Officer)



Exhibit 31.2
CERTIFICATION PURSUANT TO
RULES 13a14(a) AND 15d14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Leo Kij, certify that:
1.    I have reviewed this quarterly report on Form 10-Q of Five Point Holdings, LLC;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: July 21, 2023/s/ Leo Kij
Leo Kij
Interim Chief Financial Officer
(Principal Financial and Accounting Officer)



Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Five Point Holdings, LLC (the “Company”) on Form 10-Q for the period ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date:July 21, 2023/s/ Daniel Hedigan
Daniel Hedigan
Chief Executive Officer
(Principal Executive Officer)
 
 A signed original of this written statement as required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
 


Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Five Point Holdings, LLC (the “Company”) on Form 10-Q for the period ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date:July 21, 2023/s/ Leo Kij
Leo Kij
Interim Chief Financial Officer
(Principal Financial and Accounting Officer)
 
 A signed original of this written statement as required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
 


v3.23.2
Cover Page - shares
6 Months Ended
Jun. 30, 2023
Jul. 14, 2023
Entity Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2023  
Document Transition Report false  
Entity File Number 001-38088  
Entity Registrant Name Five Point Holdings, LLC  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 27-0599397  
Entity Address, Address Line One 2000 FivePoint  
Entity Address, Address Line Two 4th Floor  
Entity Address, City or Town Irvine  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 92618  
City Area Code 949  
Local Phone Number 349-1000  
Title of 12(b) Security Class A common shares  
Trading Symbol FPH  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Amendment Flag false  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q2  
Entity Central Index Key 0001574197  
Current Fiscal Year End Date --12-31  
Common Class A    
Entity Information [Line Items]    
Entity Common Stock, Shares Outstanding   69,199,938
Common Class B    
Entity Information [Line Items]    
Entity Common Stock, Shares Outstanding   79,233,544
v3.23.2
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
ASSETS    
INVENTORIES $ 2,254,935 $ 2,239,125
INVESTMENT IN UNCONSOLIDATED ENTITIES 302,337 331,594
PROPERTIES AND EQUIPMENT, NET 29,668 30,243
INTANGIBLE ASSET, NET—RELATED PARTY 31,656 40,257
CASH AND CASH EQUIVALENTS 193,203 131,771
RESTRICTED CASH AND CERTIFICATES OF DEPOSIT 992 992
TOTAL 2,913,903 2,885,784
LIABILITIES:    
Notes payable, net 621,419 620,651
Accounts payable and other liabilities 90,760 94,426
Related party liabilities 83,684 93,086
Deferred income tax liability, net 11,506 11,506
Payable pursuant to tax receivable agreement 173,208 173,068
Total liabilities 980,577 992,737
COMMITMENTS AND CONTINGENT LIABILITIES (Note 11)
REDEEMABLE NONCONTROLLING INTEREST 25,000 25,000
CAPITAL:    
Contributed capital 589,634 587,733
Retained earnings 52,421 33,386
Accumulated other comprehensive loss (2,939) (2,988)
Total members’ capital 639,116 618,131
Noncontrolling interests 1,269,210 1,249,916
Total capital 1,908,326 1,868,047
TOTAL 2,913,903 2,885,784
Related Party    
ASSETS    
OTHER ASSETS 89,933 97,126
LIABILITIES:    
Related party liabilities 83,684 93,086
Nonrelated Party    
ASSETS    
OTHER ASSETS $ 11,179 $ 14,676
v3.23.2
Condensed Consolidated Balance Sheets (Parenthetical) - shares
Jun. 30, 2023
Dec. 31, 2022
Common Class A    
Common shares issued (in shares) 69,199,938 69,068,354
Common shares outstanding (in shares) 69,199,938 69,068,354
Common Class B    
Common shares issued (in shares) 79,233,544 79,233,544
Common shares outstanding (in shares) 79,233,544 79,233,544
v3.23.2
Condensed Consolidated Statements of Operations - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
REVENUES:        
Revenues $ 21,349 $ 5,393 $ 27,050 $ 10,279
COSTS AND EXPENSES:        
Selling, general, and administrative 12,710 12,651 26,462 29,442
Restructuring 0 0 0 19,437
Total costs and expenses 24,190 17,229 41,480 57,980
OTHER INCOME (EXPENSE):        
Interest income 1,293 117 2,129 138
Miscellaneous (20) 112 (41) 224
Total other income 1,273 229 2,088 362
EQUITY IN EARNINGS (LOSS) FROM UNCONSOLIDATED ENTITIES 52,128 643 53,176 (389)
INCOME (LOSS) BEFORE INCOME TAX PROVISION 50,560 (10,964) 40,834 (47,728)
INCOME TAX PROVISION (5) (8) (13) (13)
NET INCOME (LOSS) 50,555 (10,972) 40,821 (47,741)
LESS NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS 26,984 (5,861) 21,786 (25,500)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY $ 23,571 $ (5,111) $ 19,035 $ (22,241)
Common Class A        
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE        
Basic (in dollars per share) $ 0.34 $ (0.07) $ 0.28 $ (0.32)
Diluted (in dollar per share) $ 0.34 $ (0.07) $ 0.27 $ (0.33)
WEIGHTED AVERAGE CLASS A SHARES OUTSTANDING        
Basic (in shares) 68,811,975 68,495,523 68,758,894 68,332,460
Diluted (in shares) 145,040,689 69,635,563 144,939,450 69,472,500
Common Class B        
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE        
Basic (in dollars per share) $ 0.00 $ (0.00) $ 0.00 $ (0.00)
Diluted (in dollar per share) $ 0.00 $ (0.00) $ 0.00 $ (0.00)
WEIGHTED AVERAGE CLASS A SHARES OUTSTANDING        
Basic (in shares) 79,233,544 79,233,544 79,233,544 79,233,544
Diluted (in shares) 79,233,544 79,233,544 79,233,544 79,233,544
Land sales        
COSTS AND EXPENSES:        
Cost and expenses $ 0 $ 0 $ 0 $ 0
Land sales | Nonrelated Party        
REVENUES:        
Revenues 16 14 (9) 571
Land sales | Related Party        
REVENUES:        
Revenues (29) 1,711 595 1,712
Management services        
COSTS AND EXPENSES:        
Cost and expenses 9,682 2,200 12,048 4,884
Management services | Related Party        
REVENUES:        
Revenues 20,774 2,703 25,010 6,250
Operating properties        
COSTS AND EXPENSES:        
Cost and expenses 1,798 2,378 2,970 4,217
Operating properties | Nonrelated Party        
REVENUES:        
Revenues $ 588 $ 965 $ 1,454 $ 1,746
v3.23.2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Statement of Comprehensive Income [Abstract]        
Net income $ 50,555 $ (10,972) $ 40,821 $ (47,741)
OTHER COMPREHENSIVE INCOME:        
Reclassification of actuarial loss on defined benefit pension plan included in net income (loss) 40 13 81 26
Other comprehensive income before taxes 40 13 81 26
INCOME TAX PROVISION RELATED TO OTHER COMPREHENSIVE INCOME 0 0 0 0
OTHER COMPREHENSIVE INCOME—Net of tax 40 13 81 26
COMPREHENSIVE INCOME (LOSS) 50,595 (10,959) 40,902 (47,715)
LESS COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS 26,999 (5,856) 21,816 (25,490)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY $ 23,596 $ (5,103) $ 19,086 $ (22,225)
v3.23.2
Condensed Consolidated Statements of Capital - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Beginning balance $ 1,856,801 $ 1,865,612 $ 1,868,047 $ 1,900,378
Net income 50,555 (10,972) 40,821 (47,741)
Share-based compensation expense 930 661 1,693 4,764
Reacquisition of share-based compensation awards for tax-withholding purposes     (202) (2,736)
Other comprehensive income—net of tax 40 13 81 26
Tax distributions to noncontrolling interests     (1,974) (435)
Adjustment to liability recognized under tax receivable agreement - net of tax     (140) 1,058
Adjustment of noncontrolling interest in the Operating Company     0 0
Ending balance $ 1,908,326 $ 1,855,314 $ 1,908,326 $ 1,855,314
Common Stock | Class A Common Shares        
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Beginning Balance (in shares) 69,199,938 69,068,354 69,068,354 70,107,552
Reacquisition of share-based compensation awards for tax-withholding purposes (in shares)     (83,660) (417,716)
Issuance of share-based compensation awards, net of forfeitures (in shares)     215,244 (621,482)
Ending Balance (in shares) 69,199,938 69,068,354 69,199,938 69,068,354
Common Stock | Class B Common Shares        
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Beginning Balance (in shares) 79,233,544 79,233,544 79,233,544 79,233,544
Ending Balance (in shares) 79,233,544 79,233,544 79,233,544 79,233,544
Contributed Capital        
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Beginning balance $ 588,704 $ 585,606 $ 587,733 $ 587,587
Share-based compensation expense 930 661 1,693 4,764
Reacquisition of share-based compensation awards for tax-withholding purposes     (202) (2,736)
Adjustment to liability recognized under tax receivable agreement - net of tax     (140) 1,058
Adjustment of noncontrolling interest in the Operating Company     550 (4,406)
Ending balance 589,634 586,267 589,634 586,267
Retained Earnings        
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Beginning balance 28,850 31,659 33,386 48,789
Net income 23,571 (5,111) 19,035 (22,241)
Ending balance 52,421 26,548 52,421 26,548
Accumulated Other Comprehensive Loss        
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Beginning balance (2,964) (1,933) (2,988) (1,952)
Other comprehensive income—net of tax 25 8 51 16
Adjustment of noncontrolling interest in the Operating Company     (2) 11
Ending balance (2,939) (1,925) (2,939) (1,925)
Total Members’ Capital        
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Beginning balance 614,590 615,332 618,131 634,424
Net income 23,571 (5,111) 19,035 (22,241)
Share-based compensation expense 930 661 1,693 4,764
Reacquisition of share-based compensation awards for tax-withholding purposes     (202) (2,736)
Other comprehensive income—net of tax 25 8 51 16
Adjustment to liability recognized under tax receivable agreement - net of tax     (140) 1,058
Adjustment of noncontrolling interest in the Operating Company     548 (4,395)
Ending balance 639,116 610,890 639,116 610,890
Noncontrolling Interests        
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Beginning balance 1,242,211 1,250,280 1,249,916 1,265,954
Net income 26,984 (5,861) 21,786 (25,500)
Other comprehensive income—net of tax 15 5 30 10
Tax distributions to noncontrolling interests     (1,974) (435)
Adjustment of noncontrolling interest in the Operating Company     (548) 4,395
Ending balance $ 1,269,210 $ 1,244,424 $ 1,269,210 $ 1,244,424
v3.23.2
Condensed Consolidated Statements of Capital (Parenthetical) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Statement of Stockholders' Equity [Abstract]    
Other comprehensive income, tax $ 0 $ 0
Tax related to adjustments to liability recognized under tax receivable agreement $ 0 $ 0
v3.23.2
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net income $ 40,821 $ (47,741)
Adjustments to reconcile net income (loss) to net cash used in operating activities:    
Equity in (earnings) loss from unconsolidated entities (53,176) 389
Return on investment from Great Park Venture 52,736 0
Depreciation and amortization 11,204 3,034
Share-based compensation 1,693 4,764
Changes in operating assets and liabilities:    
Inventories (14,867) (89,880)
Related party assets 6,013 2,029
Other assets 2,430 (602)
Accounts payable and other liabilities (3,520) (14,521)
Related party liabilities (5,409) 8,997
Net cash provided by (used in) operating activities 37,925 (133,531)
CASH FLOWS FROM INVESTING ACTIVITIES:    
Contribution to Valencia Landbank Venture 0 (95)
Purchase of properties and equipment 0 (62)
Net cash provided by investing activities 29,676 1,387
CASH FLOWS FROM FINANCING ACTIVITIES:    
Related party reimbursement obligation (3,993) (2,327)
Reacquisition of share-based compensation awards for tax-withholding purposes (202) (2,736)
Tax distributions to noncontrolling interests (1,974) (435)
Net cash used in financing activities (6,169) (5,498)
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 61,432 (137,642)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period 132,763 266,792
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period 194,195 129,150
Great Park Venture    
Adjustments to reconcile net income (loss) to net cash used in operating activities:    
Equity in (earnings) loss from unconsolidated entities (53,484) 1,094
CASH FLOWS FROM INVESTING ACTIVITIES:    
Return of investment 29,028 0
Valencia Landbank Venture    
Adjustments to reconcile net income (loss) to net cash used in operating activities:    
Equity in (earnings) loss from unconsolidated entities (400) (500)
CASH FLOWS FROM INVESTING ACTIVITIES:    
Return of investment $ 648 $ 1,544
v3.23.2
Business and Organization
6 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Business and Organization BUSINESS AND ORGANIZATION
Five Point Holdings, LLC, a Delaware limited liability company (the “Holding Company” and, together with its consolidated subsidiaries, the “Company”), is an owner and developer of mixed-use planned communities in California. The Holding Company owns all of its assets and conducts all of its operations through Five Point Operating Company, LP, a Delaware limited partnership (the “Operating Company”), and its subsidiaries.
The Company has two classes of shares outstanding: Class A common shares and Class B common shares. Holders of Class A common shares and holders of Class B common shares are entitled to one vote for each share held of record on all matters submitted to a vote of shareholders, and are both entitled to receive distributions at the same time. However, the distributions paid to holders of Class B common shares are in an amount per share equal to 0.0003 multiplied by the amount paid per Class A common share.
The Company presents noncontrolling interests on the Company’s condensed consolidated balance sheet and classifies such interests within capital but separate from the Company’s Class A and Class B members’ capital. Noncontrolling interests represent equity interests in the Company’s consolidated subsidiaries held by partners in the Operating Company, excluding the Holding Company, and members in The Shipyard Communities, LLC (the “San Francisco Venture”), excluding the Operating Company (see Note 5).
The Company has an entity structure in which the Company’s two largest equity owners, Lennar Corporation (“Lennar”) and Castlelake, LP (“Castlelake”), and the Company’s founder and Chairman Emeritus, Emile Haddad, separately hold, in addition to interests in the Company’s common shares, equity interests in either or both the Operating Company or the San Francisco Venture that can be exchanged for, at the Company’s option, either the Company’s Class A common shares or cash. The diagram below presents a simplified depiction of the Company’s organizational structure as of June 30, 2023:
2022 Org Chart.jpg
(1) A wholly owned subsidiary of the Holding Company serves as the sole managing general partner of the Operating Company. As of June 30, 2023, the Company owned approximately 62.6% of the outstanding Class A Common Units of the Operating Company. After a one year holding period, a holder of Class A Common Units of the Operating Company can exchange the units for, at the Company’s option, either Class A common shares of the Holding Company, on a one-for-one basis, or cash equal to the fair market value of such shares. Until Class A Common Units of the Operating Company are exchanged or redeemed, the capital associated with Class A Common Units of the Operating Company not held by the Holding Company is presented within "noncontrolling interests" on the Company’s condensed consolidated balance sheet. Assuming the exchange of all outstanding Class A Common Units of the Operating Company and all outstanding Class A units of the San Francisco Venture (see (2)
below), that are not held by the Company, based on the closing price of the Company’s Class A common shares on July 14, 2023 ($3.00), the equity market capitalization of the Company was approximately $445.4 million.
(2) The Operating Company owns all of the outstanding Class B units of the San Francisco Venture, the entity developing the Candlestick and The San Francisco Shipyard communities. The Class A units of the San Francisco Venture, which the Operating Company does not own, are intended to be economically equivalent to Class A Common Units of the Operating Company. As the holder of all outstanding Class B units of the San Francisco Venture, the Operating Company is entitled to receive 99% of available cash from the San Francisco Venture after the holders of Class A units in the San Francisco Venture have received distributions equivalent to the distributions, if any, paid on Class A Common Units of the Operating Company. Class A units of the San Francisco Venture can be exchanged, on a one-for-one basis, for Class A Common Units of the Operating Company (See Note 5). Until exchanged or redeemed through the Operating Company, the capital associated with Class A units of the San Francisco Venture is presented within "noncontrolling interests" on the Company’s condensed consolidated balance sheet.
(3) Together, the Operating Company, Five Point Communities, LP, a Delaware limited partnership (“FP LP”), and Five Point Communities Management, Inc., a Delaware corporation (“FP Inc.” and together with FP LP, the “Management Company”) own 100% of Five Point Land, LLC, a Delaware limited liability company (“FPL”), the entity developing Valencia, a mixed-use planned community located in northern Los Angeles County, California. The Operating Company has a controlling interest in the Management Company.
(4) Interests in Heritage Fields LLC, a Delaware limited liability company (the “Great Park Venture”), are either “Percentage Interests” or “Legacy Interests.” Holders of the Legacy Interests were entitled to receive priority distributions up to an aggregate amount of $565.0 million, of which $524.3 million had been distributed as of July 14, 2023 (See Note 4). The Company owns a 37.5% Percentage Interest in the Great Park Venture and serves as its administrative member. However, management of the Great Park Venture is vested in the four voting members, who have a total of five votes. Major decisions generally require the approval of at least 75% of the votes of the voting members. The Company has two votes, and the other three voting members each have one vote, so the Company is unable to approve any major decision without the consent or approval of at least two of the other voting members. The Company does not include the Great Park Venture as a consolidated subsidiary, but rather as an equity method investee, in its condensed consolidated financial statements.
(5) The Company owns a 75% interest in Five Point Office Venture Holdings I, LLC, a Delaware limited liability company (the “Gateway Commercial Venture”). The Company manages the Gateway Commercial Venture, however, the manager’s authority is limited. Major decisions by the Gateway Commercial Venture generally require unanimous approval by an executive committee composed of two people designated by the Company and two people designated by another investor. Some decisions require approval by all of the members of the Gateway Commercial Venture. The Company does not include the Gateway Commercial Venture as a consolidated subsidiary, but rather as an equity method investee, in its condensed consolidated financial statements.
v3.23.2
Basis of Presentation
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Basis of Presentation BASIS OF PRESENTATION
Principles of consolidation—The accompanying condensed consolidated financial statements include the accounts of the Holding Company and the accounts of all subsidiaries in which the Holding Company has a controlling interest and the consolidated accounts of variable interest entities (“VIEs”) in which the Holding Company is deemed to be the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation.
Unaudited interim financial information—The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. In the opinion of management, all adjustments (including normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results and cash flows for the three and six months ended June 30, 2023 are not necessarily indicative of the operating results and cash flows that may be expected for the full year.
Use of estimates—The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Management evaluates its estimates on an ongoing basis and makes revisions to these estimates and related disclosures as experience develops or new information becomes known. Actual results could differ from those estimates.
Miscellaneous other (loss) income—Miscellaneous other (loss) income consisted of the following (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Net periodic pension (cost) benefit$(20)$112 $(41)$224 
Total miscellaneous other (loss) income$(20)$112 $(41)$224 
Recently adopted accounting pronouncements—There are no recent accounting pronouncements that have had or are expected to have a material impact on the Company’s condensed consolidated financial statements or disclosures.
v3.23.2
Revenues
6 Months Ended
Jun. 30, 2023
Revenue from Contract with Customer [Abstract]  
Revenues REVENUES
The following tables present the Company’s consolidated revenues disaggregated by revenue source and reporting segment (in thousands):
Three Months Ended June 30, 2023Six Months Ended June 30, 2023
Valencia San Francisco
Great Park(1)
Commercial(1)
TotalValencia San Francisco
Great Park(1)
Commercial(1)
Total
Land sales and land sales—related party
$(13)$— $— $— $(13)$586 $— $— $— $586 
Management services—related party
— — 20,670 104 20,774 — — 24,799 211 25,010 
Operating properties141 — — — 141 499 — — — 499 
128 — 20,670 104 20,902 1,085 — 24,799 211 26,095 
Operating properties leasing revenues285 162 — — 447 631 324 — — 955 
$413 $162 $20,670 $104 $21,349 $1,716 $324 $24,799 $211 $27,050 

Three Months Ended June 30, 2022Six Months Ended June 30, 2022
Valencia San Francisco
Great Park(1)
Commercial(1)
TotalValencia San Francisco
Great Park(1)
Commercial(1)
Total
Land sales and land sales—related party
$1,725 $— $— $— $1,725 $2,283 $— $— $— $2,283 
Management services—related party
— — 2,602 101 2,703 — — 6,046 204 6,250 
Operating properties560 — — — 560 916 — — — 916 
2,285 — 2,602 101 4,988 3,199 — 6,046 204 9,449 
Operating properties leasing revenues283 122 — — 405 528 302 — — 830 
$2,568 $122 $2,602 $101 $5,393 $3,727 $302 $6,046 $204 $10,279 
(1) The tables above do not include revenues of the Great Park Venture and the Gateway Commercial Venture, which are included in the Company’s reporting segment totals (see Notes 4 and 13).
The opening and closing balances of the Company’s contract assets for the six months ended June 30, 2023 were $86.5 million ($79.9 million related party, see Note 8) and $78.6 million ($73.8 million related party, see Note 8), respectively. The opening and closing balances of the Company’s contract assets for the six months ended June 30, 2022 were $87.6 million ($79.1 million related party, see Note 8) and $87.8 million ($80.2 million related party, see Note 8), respectively. The decrease of $7.9 million for the six months ended June 30, 2023 between the opening and closing balances of the Company’s contract assets primarily resulted from the receipt of marketing fees from homebuilders from prior period land sales and the receipt of $24.6 million in incentive compensation payments from the Great Park Venture partially offset by additional incentive compensation revenue earned during the period from the Company's amended and restated development management agreement ("A&R DMA") with the Great Park Venture (see Note 8). The increase of $0.2 million for the six months ended June 30, 2022 between the opening and closing balances of the Company’s contract assets primarily resulted from a timing difference between when payments are made and the Company’s recognition of revenue earned from marketing fees from prior period land sales and agricultural crop sales.
The opening and closing balances of the Company’s other receivables from contracts with customers and contract liabilities for the six months ended June 30, 2023 and 2022 were insignificant.
v3.23.2
Investment In Unconsolidated Entities
6 Months Ended
Jun. 30, 2023
Equity Method Investments and Joint Ventures [Abstract]  
Investment in Unconsolidated Entities INVESTMENT IN UNCONSOLIDATED ENTITIES
Great Park Venture
The Great Park Venture has two classes of interests—“Percentage Interests” and “Legacy Interests.” The Operating Company owned 37.5% of the Great Park Venture’s Percentage Interests as of June 30, 2023. During the six months ended June 30, 2023, the Great Park Venture made aggregate distributions of $25.5 million to holders of Legacy Interests and $218.0 million to holders of Percentage Interests. The Company received $81.8 million for its 37.5% Percentage Interest. As of June 30, 2023, Legacy Interest holders were entitled to receive a maximum of $40.7 million in distributions to be paid pro-rata with Percentage Interest holders. Approximately 10% of future distributions will be paid to the Legacy Interest holders until such time as the remaining balance has been fully paid. The holders of the Percentage Interests will receive all other distributions.
The Great Park Venture is the owner of Great Park Neighborhoods, a mixed-use planned community located in Orange County, California. The Company, through the A&R DMA, as amended, manages the planning, development and sale of land at the Great Park Neighborhoods and supervises the day-to-day affairs of the Great Park Venture. The Great Park Venture is governed by an executive committee of representatives appointed by only the holders of Percentage Interests. The Company serves as the administrative member but does not control the actions of the executive committee. The Company accounts for its investment in the Great Park Venture using the equity method of accounting.
The carrying value of the Company’s investment in the Great Park Venture is higher than the Company’s underlying share of equity in the carrying value of net assets of the Great Park Venture, resulting in a basis difference. The Company’s earnings or losses from the equity method investment are adjusted by amortization and accretion of the basis differences as the assets (mainly inventory) and liabilities that gave rise to the basis difference are sold, settled or amortized.
During the six months ended June 30, 2023, the Great Park Venture recognized $7.4 million in land sale revenues to related parties of the Company and $361.8 million in land sale revenues to third parties, of which $357.8 million relates to homesites sold to an unaffiliated land banking entity whereby a related party of the Company retained the option to acquire these homesites in the future from the land bank entity.
During the six months ended June 30, 2022, the Great Park Venture recognized $3.2 million in land sale revenues to related parties of the Company and $0.6 million in land sale revenues to third parties.
The following table summarizes the statements of operations of the Great Park Venture for the six months ended June 30, 2023 and 2022 (in thousands):
Six Months Ended June 30,
20232022
Land sale and related party land sale revenues$369,196 $3,825 
Home sale revenues— 40,475 
Cost of land sales
(165,749)(13)
Cost of home sales— (30,784)
Other costs and expenses
(32,547)(14,858)
Net income (loss) of Great Park Venture$170,900 $(1,355)
The Company’s share of net income (loss)$64,088 $(508)
Basis difference amortization, net(10,604)(586)
Equity in earnings (loss) from Great Park Venture$53,484 $(1,094)
The following table summarizes the balance sheet data of the Great Park Venture and the Company’s investment balance as of June 30, 2023 and December 31, 2022 (in thousands):
June 30, 2023December 31, 2022
Inventories
$435,920 $605,893 
Cash and cash equivalents
140,889 149,326 
Contract assets, receivable and other assets167,010 43,955 
Total assets
$743,819 $799,174 
Accounts payable and other liabilities
$173,420 $156,085 
Redeemable Legacy Interests
40,705 66,254 
Capital (Percentage Interest)
529,694 576,835 
Total liabilities and capital
$743,819 $799,174 
The Company’s share of capital in Great Park Venture
$198,636 $216,313 
Unamortized basis difference
62,109 72,713 
The Company’s investment in the Great Park Venture
$260,745 $289,026 

Gateway Commercial Venture
The Company owned a 75% interest in the Gateway Commercial Venture as of June 30, 2023. The Gateway Commercial Venture is governed by an executive committee in which the Company is entitled to appoint two individuals. One of the other members of the Gateway Commercial Venture is also entitled to appoint two individuals to the executive committee. The unanimous approval of the executive committee is required for certain matters, which limits the Company’s ability to control the Gateway Commercial Venture, however, the Company is able to exercise significant influence and therefore accounts for its investment in the Gateway Commercial Venture using the equity method. The Company is the manager of the Gateway Commercial Venture, with responsibility to manage and administer its day-to-day affairs and implement a business plan approved by the executive committee.
The Gateway Commercial Venture owns one commercial office building and approximately 50 acres of commercial land with additional development rights at a 73 acre office, medical, research and development campus located within the Great Park Neighborhoods (the “Five Point Gateway Campus”). The Five Point Gateway Campus consists of four buildings totaling approximately one million square feet. The Company and a subsidiary of Lennar lease portions of the building owned by the Gateway Commercial Venture, and during the six months ended June 30, 2023 and 2022, the Gateway Commercial Venture recognized $4.2 million and $4.1 million, respectively, in rental revenues from those leasing arrangements.
The following table summarizes the statements of operations of the Gateway Commercial Venture for the six months ended June 30, 2023 and 2022 (in thousands):
Six Months Ended June 30,
20232022
Rental revenues$4,175 $4,059 
Rental operating and other expenses(1,967)(1,225)
Depreciation and amortization (1,989)(1,969)
Interest expense(1,108)(620)
Net (loss) income of Gateway Commercial Venture$(889)$245 
Equity in (loss) earnings from Gateway Commercial Venture$(667)$184 
The following table summarizes the balance sheet data of the Gateway Commercial Venture and the Company’s investment balance as of June 30, 2023 and December 31, 2022 (in thousands):
June 30, 2023December 31, 2022
Real estate and related intangible assets, net$80,834 $82,797 
Cash5,081 4,244 
Other assets4,639 4,588 
Total assets$90,554 $91,629 
Notes payable, net$29,418 $29,418 
Other liabilities7,764 7,951 
Members’ capital53,372 54,260 
Total liabilities and capital$90,554 $91,629 
The Company’s investment in the Gateway Commercial Venture$40,028 $40,695 
The debt of the Gateway Commercial Venture is non-recourse to the Company other than in the case of customary “bad act” exceptions or bankruptcy or insolvency events.
Valencia Landbank Venture
As of June 30, 2023, the Company owned a 10% interest in the Valencia Landbank Venture, an entity organized in December 2020 for the purpose of taking assignment from homebuilders of purchase and sale agreements for the purchase of residential lots within the Valencia community. The Valencia Landbank Venture concurrently enters into option and development agreements with homebuilders pursuant to which the homebuilders retain the option to purchase the land to construct and sell homes. The Company does not have a controlling financial interest in the Valencia Landbank Venture, however, the Company has the ability to significantly influence the Valencia Landbank Venture’s operating and financial policies, and most major decisions require the Company’s approval in addition to the approval of the Valencia Landbank Venture’s other unaffiliated member, and therefore the Company accounts for its investment in the Valencia Landbank Venture using the equity method. At June 30, 2023 and December 31, 2022, the Company’s investment in the Valencia Landbank Venture was $1.6 million and $1.9 million, respectively, and the Company recognized $0.4 million and $0.5 million in equity in earnings for the six months ended June 30, 2023 and 2022, respectively.
v3.23.2
Noncontrolling Interests
6 Months Ended
Jun. 30, 2023
Noncontrolling Interest [Abstract]  
Noncontrolling Interests NONCONTROLLING INTERESTS
The Operating Company
The Holding Company’s wholly owned subsidiary is the managing general partner of the Operating Company, and at June 30, 2023, the Holding Company and its wholly owned subsidiary owned approximately 62.6% of the outstanding Class A Common Units and 100% of the outstanding Class B Common Units of the Operating Company. The Holding Company consolidates the financial results of the Operating Company and its subsidiaries and records a noncontrolling interest for the remaining 37.4% of the outstanding Class A Common Units of the Operating Company that are owned separately by affiliates of Lennar, affiliates of Castlelake and an entity controlled by Emile Haddad, the Company’s Chairman Emeritus of the Board of Directors (the “Management Partner”).
After a 12 month holding period, holders of Class A Common Units of the Operating Company may exchange their units for, at the Company’s option, either (i) Class A common shares on a one-for-one basis (subject to adjustment in the event of share splits, distributions of shares, warrants or share rights, specified extraordinary distributions and similar events), or (ii) cash in an amount equal to the market value of such shares at the time of exchange. In either situation, an equal number of that holder’s Class B common shares will automatically convert into Class A common shares, at a ratio of 0.0003 Class A common shares for each Class B common share. This exchange right is currently exercisable by all holders of outstanding Class A Common Units of the Operating Company.
With each exchange of Class A Common Units of the Operating Company for Class A common shares, the Holding Company’s percentage ownership interest in the Operating Company and its share of the Operating Company’s cash distributions and profits and losses will increase. Additionally, other issuances of common shares of the Holding Company or common units of the Operating Company result in changes to the noncontrolling interest percentage. Such equity transactions result in an adjustment between members’ capital and the noncontrolling interest in the Company’s condensed consolidated balance sheet and statement of capital to account for the changes in the noncontrolling interest ownership percentage as well as any change in total net assets of the Company.
During the six months ended June 30, 2023 and 2022, the Holding Company’s ownership interest in the Operating Company changed as a result of net equity transactions related to the Company’s share-based compensation plan.
The terms of the Operating Company's Limited Partnership Agreement (“LPA”) provide for the payment of tax distributions to the Operating Company's partners in an amount equal to the estimated income tax liabilities resulting from taxable income or gain allocated to those parties. The tax distribution provisions in the LPA were included in the Operating Company's governing documents adopted prior to the Company’s initial public offering and were designed to provide funds necessary to pay tax liabilities for income that might be allocated, but not paid, to the partners.
Tax distributions to the partners of the Operating Company for the three and six months ended June 30, 2023 and 2022, were as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Management Partner$— $— $1,974 $435 
Other partners (excluding the Holding Company)— — — — 
Total tax distributions$— $— $1,974 $435 
Generally, tax distributions are treated as advance distributions under the LPA and are taken into account when determining the amounts otherwise distributable under the LPA.
The San Francisco Venture
 
The San Francisco Venture has three classes of units—Class A, Class B and Class C units. The Operating Company owns all of the outstanding Class B units of the San Francisco Venture. All of the outstanding Class A units are owned by Lennar and Castlelake. The Class A units of the San Francisco Venture are intended to be substantially economically equivalent to the Class A Common Units of the Operating Company. The Class A units of the San Francisco Venture represent noncontrolling interests to the Operating Company.
Holders of Class A units of the San Francisco Venture can redeem their units at any time and receive Class A Common Units of the Operating Company on a one-for-one basis (subject to adjustment in the event of share splits, distributions of shares, warrants or share rights, specified extraordinary distributions and similar events). If a holder requests a redemption of Class A units of the San Francisco Venture that would result in the Holding Company’s ownership of the Operating Company falling below 50.1%, the Holding Company has the option of satisfying the redemption with Class A common shares instead. The Company also has the option, at any time, to acquire outstanding Class A units of the San Francisco Venture in exchange for Class A Common Units of the Operating Company. The 12 month holding period for any Class A Common Units of the Operating Company issued in exchange for Class A units of the San Francisco Venture is calculated by including the period that such Class A units of the San Francisco Venture were owned. This exchange right is currently exercisable by all holders of outstanding Class A units of the San Francisco Venture.
Redeemable Noncontrolling Interest
In 2019, the San Francisco Venture issued 25.0 million Class C units to an affiliate of Lennar in exchange for a contribution of $25.0 million to the San Francisco Venture. Provided that Lennar completes the construction of a certain number of new homes in Candlestick as contemplated under purchase and sale agreements with the Company, the San Francisco Venture is required to redeem the Class C units if and when the Company receives reimbursements from the Mello-Roos community facilities district formed for the development, in an aggregate amount equal to 50% of any reimbursements received up to a maximum amount of $25.0 million. The San Francisco Venture also maintains the ability to redeem the then outstanding balance of Class C units for cash at any time. Upon a liquidation of the San Francisco Venture, the holders of Class C Units are entitled to a liquidation preference. The maximum amount payable by the San Francisco Venture pursuant to redemptions or liquidation of the Class C units is $25.0 million. The holders of Class C units are not entitled to receive any other forms of distributions and are not entitled to any voting rights. In connection with the issuance of the Class C units, the San Francisco Venture agreed to spend $25.0 million on the development of infrastructure and/or parking facilities at the Company’s Candlestick development. At June 30, 2023 and December 31, 2022, $25.0 million of Class C units were outstanding and included in redeemable noncontrolling interest on the condensed consolidated balance sheets.
v3.23.2
Consolidated Variable Interest Entity
6 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Consolidated Variable Interest Entity CONSOLIDATED VARIABLE INTEREST ENTITY The Holding Company conducts all of its operations through the Operating Company, a consolidated VIE, and as a result, substantially all of the Company’s assets and liabilities represent the assets and liabilities of the Operating Company, other than items attributed to income taxes and the payable pursuant to a tax receivable agreement (“TRA”). The Operating Company has investments in and consolidates the assets and liabilities of the San Francisco Venture, FP LP and FPL, all of which have also been determined to be VIEs.
The San Francisco Venture is a VIE as the other members of the venture, individually or as a group, are not able to exercise kick-out rights or substantive participating rights. The Company applied the variable interest model and determined that it is the primary beneficiary of the San Francisco Venture and, accordingly, the San Francisco Venture is consolidated in the Company’s results. In making that determination, the Company evaluated that the Operating Company has unilateral and unconditional power to make decisions in regards to the activities that significantly impact the economics of the VIE, which are the development of properties, marketing and sale of properties, acquisition of land and other real estate properties and obtaining land ownership or ground lease for the underlying properties to be developed. The Company is determined to have more-than-insignificant economic benefit from the San Francisco Venture because, excluding Class C units, the Operating Company can prevent or cause the San Francisco Venture from making distributions on its units, and the Operating Company would receive 99% of any such distributions made (assuming no distributions had been paid on the Class A Common Units of the Operating Company). In addition, the San Francisco Venture is only allowed to make a capital call on the Operating Company and not any other interest holders, which could be a significant financial risk to the Operating Company.
As of June 30, 2023, the San Francisco Venture had total combined assets of $1.34 billion, primarily comprised of $1.34 billion of inventories and $0.9 million in related party assets, and total combined liabilities of $67.3 million, including $59.0 million in related party liabilities.
As of December 31, 2022, the San Francisco Venture had total combined assets of $1.31 billion, primarily comprised of $1.31 billion of inventories and $0.8 million in related party assets, and total combined liabilities of $67.3 million, including $63.0 million in related party liabilities.
Those assets are owned by, and those liabilities are obligations of, the San Francisco Venture, not the Company. The San Francisco Venture’s operating subsidiaries are not guarantors of the Company’s obligations, and the assets held by the San Francisco Venture may only be used as collateral for the San Francisco Venture’s obligations. The creditors of the San Francisco Venture do not have recourse to the assets of the Operating Company, as the VIE’s primary beneficiary, or of the Holding Company.
The Company and the other members do not generally have an obligation to make capital contributions to the San Francisco Venture. In addition, there are no liquidity arrangements or agreements to fund capital or purchase assets that could require the Company to provide financial support to the San Francisco Venture. The Company does not guarantee any debt of the San Francisco Venture. However, the Operating Company has guaranteed the performance of payment by the San Francisco Venture in accordance with the redemption terms of the Class C units of the San Francisco Venture (see Note 5).
FP LP and FPL are VIEs because the other partners or members have disproportionately fewer voting rights, and substantially all of the activities of the entities are conducted on behalf of the other partners or members and their related parties. The Operating Company, or a wholly owned subsidiary of the Operating Company, is the primary beneficiary of FP LP and FPL.
As of June 30, 2023, FP LP and FPL had combined assets of $1.1 billion, primarily comprised of $918.5 million of inventories, $31.7 million of intangibles and $73.8 million in related party assets, and total combined liabilities of $71.8 million, including $66.8 million in accounts payable and other liabilities and $4.9 million in related party liabilities.
As of December 31, 2022, FP LP and FPL had combined assets of $1.1 billion, primarily comprised of $927.9 million of inventories, $40.3 million of intangibles and $79.9 million in related party assets, and total combined liabilities of $77.2 million, including $70.5 million in accounts payable and other liabilities and $6.7 million in related party liabilities.
The Company evaluates its primary beneficiary designation on an ongoing basis and assesses the appropriateness of the VIE’s status when events have occurred that would trigger such an analysis. During the six months ended June 30, 2023 and 2022, there were no VIEs that were deconsolidated.
v3.23.2
Intangible Asset, Net - Related Party
6 Months Ended
Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Asset, Net - Related Party INTANGIBLE ASSET, NET—RELATED PARTY
The intangible asset relates to the contract value of the incentive compensation provisions of the A&R DMA with the Great Park Venture. The intangible asset will be amortized over the expected contract period based on the pattern in which the economic benefits are expected to be received.
The carrying amount and accumulated amortization of the intangible asset as of June 30, 2023 and December 31, 2022 were as follows (in thousands):
June 30, 2023December 31, 2022
Gross carrying amount$129,705 $129,705 
Accumulated amortization(98,049)(89,448)
Net book value$31,656 $40,257 
Intangible asset amortization expense, as a result of revenue recognition attributable to incentive compensation, was $8.0 million and $8.6 million for the three and six months ended June 30, 2023, respectively. No amortization expense was recognized during the three and six months ended June 30, 2022 as no incentive compensation revenue was recognized during the period. Amortization expense is included in the cost of management services in the accompanying condensed consolidated statements of operations and is included in the Great Park segment.
v3.23.2
Related Party Transactions
6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
Related Party Transactions RELATED PARTY TRANSACTIONS
Related party assets and liabilities included in the Company’s condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022 consisted of the following (in thousands):
June 30, 2023December 31, 2022
Related Party Assets:
Contract assets (see Note 3)
$73,826 $79,863 
Operating lease right-of-use asset (corporate office lease at Five Point Gateway Campus)15,245 16,425 
Other
862 838 
$89,933 $97,126 
Related Party Liabilities:
Reimbursement obligation
$58,998 $62,990 
Payable to holders of Management Company’s Class B interests
4,116 6,700 
Operating lease liability (corporate office lease at Five Point Gateway Campus)11,776 12,535 
Accrued advisory fees7,625 10,525 
Other
1,169 336 
$83,684 $93,086 
Development Management Agreement with the Great Park Venture (Incentive Compensation Contract Asset)
In 2010, the Great Park Venture, the Company’s equity method investee, engaged the Management Company under a development management agreement to provide management services to the Great Park Venture. The compensation structure in place consists of a base fee and incentive compensation. Incentive compensation is 9% of distributions available to be made by the Great Park Venture to its Legacy and Percentage Interest Holders. In December 2022, the Company and the Great Park Venture entered into an amendment to the A&R DMA to extend the term to December 31, 2024 (the "First Renewal Term"). If the A&R DMA is not extended by mutual agreement of the parties beyond December 31, 2024 and the Company is no longer providing management services subsequent to December 31, 2024, the Company will be entitled to 6.75% of distributions paid thereafter.
During the six months ended June 30, 2023, the Great Park Venture made a Legacy Incentive Compensation payment to the Company of $2.6 million and a Non-Legacy Incentive Compensation payment of $22.0 million. Upon receiving the Legacy Incentive Compensation payment, the Company distributed the $2.6 million in proceeds to the holders of the Management Company's Class B interests.
At June 30, 2023 and December 31, 2022, included in contract assets in the table above is $71.5 million and $77.4 million, respectively, attributed to incentive compensation revenue recognized but not yet due (see Note 3). Management fee revenues under the A&R DMA are included in management services—related party in the accompanying condensed consolidated statements of operations and are included in the Great Park segment. Management fee revenues under the A&R DMA were $20.7 million and $24.8 million for the three and six months ended June 30, 2023, respectively, and $2.6 million and $6.0 million for the three and six months ended June 30, 2022, respectively.
v3.23.2
Notes Payable, Net
6 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]  
Notes Payable, Net NOTES PAYABLE, NET
At June 30, 2023 and December 31, 2022, notes payable consisted of the following (in thousands):
June 30, 2023December 31, 2022
7.875% Senior Notes due 2025
$625,000 $625,000 
Unamortized debt issuance costs and discount
(3,581)(4,349)
$621,419 $620,651 
Revolving Credit Facility
In June 2023, the Operating Company entered into the fourth amendment to its $125.0 million unsecured revolving credit facility which, among other things, replaces the London Interbank Offer Rate with the Secured Overnight Financing Rate (“SOFR”) as a benchmark interest rate. Any borrowings under the revolving credit facility will bear interest at CME Term SOFR 1 month increased by 0.10% plus a margin ranging from 1.75% to 2.00% based on the Company’s leverage ratio. The maturity date of the unsecured revolving credit facility remains in April 2024, with one option to extend the maturity date by an additional year, subject to the satisfaction of certain conditions including the approval of the administrative agent and lenders. As of June 30, 2023, no borrowings or letters of credit were outstanding on the Operating Company’s revolving credit facility.
v3.23.2
Tax Receivable Agreement
6 Months Ended
Jun. 30, 2023
Other Liabilities Disclosure [Abstract]  
Tax Receivable Agreement TAX RECEIVABLE AGREEMENT The Company is a party to a TRA with all of the holders of Class A Common Units of the Operating Company, all the holders of Class A units of the San Francisco Venture, and prior holders of Class A Common Units of the Operating Company and prior holders of Class A units of the San Francisco Venture that have exchanged their holdings for Class A common shares (as parties to the TRA, the “TRA Parties”). At June 30, 2023 and December 31, 2022, the Company’s condensed consolidated balance sheets included a liability of $173.2 million and $173.1 million, respectively, for payments expected to be made under certain components of the TRA which the Company deems to be probable and estimable. No TRA payments were made during the six months ended June 30, 2023 or 2022.
v3.23.2
Commitments and Contingencies
6 Months Ended
Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies COMMITMENTS AND CONTINGENCIES
The Company is subject to the usual obligations associated with entering into contracts for the purchase, development and sale of real estate, which the Company does in the routine conduct of its business. The operations of the Company are conducted through the Operating Company and its subsidiaries, and in some cases, the Holding Company will guarantee the payment by or performance of the Operating Company or its subsidiaries. The Company has operating leases for its corporate office and other facilities and the Holding Company is a guarantor to some of these lease agreements. Operating lease right-of-use assets are included in other assets or related party assets, and operating lease liabilities are included in accounts payable and other liabilities or related party liabilities on the condensed consolidated balance sheets and were as follows as of June 30, 2023 and December 31, 2022 (in thousands):
June 30, 2023December 31, 2022
Operating lease right-of-use assets ($15,245 and $16,425 related party, respectively)
$16,156 $19,067 
Operating lease liabilities ($11,776 and $12,535 related party, respectively)
$12,597 $15,705 
In addition to operating lease payment guarantees, the Holding Company had other contractual payment guarantees as of June 30, 2023 totaling $10.2 million.
Performance and Completion Bonding Agreements
In the ordinary course of business and as a part of the entitlement and development process, the Company is required to provide performance bonds to ensure completion of certain development obligations. The Company had outstanding performance bonds of $307.3 million and $315.0 million as of June 30, 2023 and December 31, 2022, respectively.
Candlestick and The San Francisco Shipyard Disposition and Development Agreement
The San Francisco Venture is a party to a disposition and development agreement with the Successor to the Redevelopment Agency of the City and County of San Francisco (the “San Francisco Agency”) in which the San Francisco Agency has agreed to convey portions of Candlestick and The San Francisco Shipyard to the San Francisco Venture for development. The San Francisco Venture has agreed to reimburse the San Francisco Agency for reasonable costs and expenses actually incurred and paid by the San Francisco Agency in performing its obligations under the disposition and development agreement. The San Francisco Agency can also earn a return of certain profits generated from the development and sale of Candlestick and The San Francisco Shipyard if certain thresholds are met.
At each of June 30, 2023 and December 31, 2022, the San Francisco Venture had outstanding guarantees benefiting the San Francisco Agency for infrastructure and construction of certain park and open space obligations with aggregate maximum obligations of $198.3 million.
Letters of Credit
At each of June 30, 2023 and December 31, 2022, the Company had outstanding letters of credit totaling $1.0 million. These letters of credit were issued to secure various development and financial obligations. At each of June 30, 2023 and December 31, 2022, the Company had restricted cash and certificates of deposit of $1.0 million pledged as collateral under certain of the letters of credit agreements.
Legal Proceedings
Hunters Point Litigation
In May 2018, residents of the Bayview Hunters Point neighborhood in San Francisco filed a putative class action in San Francisco Superior Court naming Tetra Tech, Inc. and Tetra Tech EC, Inc., an independent contractor hired by the U.S. Navy to conduct testing and remediation of toxic radiological waste at The San Francisco Shipyard (“Tetra Tech”), Lennar and the Company as defendants (the “Bayview Action”). The plaintiffs allege that, among other things, Tetra Tech fraudulently misrepresented its test results and remediation efforts. The plaintiffs are seeking damages against Tetra Tech and the Company and have requested an injunction to prevent the Company and Lennar from undertaking any development activities at The San Francisco Shipyard. Given the preliminary nature of the claims, the Company cannot predict the outcome of the Bayview Action. The Company believes that it has meritorious defenses to the allegations in the Bayview Action and may have insurance and indemnification rights against third parties with respect to the claims.
Other
Other than the actions outlined above, the Company is also a party to various other claims, legal actions, and complaints arising in the ordinary course of business, the disposition of which, in the Company’s opinion, will not have a material adverse effect on the Company’s condensed consolidated financial statements.
As a significant land owner and developer of unimproved land it is possible that environmental contamination conditions could exist that would require the Company to take corrective action. In the opinion of the Company, such corrective actions, if any, would not have a material adverse effect on the Company’s condensed consolidated financial statements.
v3.23.2
Supplemental Cash Flow Information
6 Months Ended
Jun. 30, 2023
Supplemental Cash Flow Elements [Abstract]  
Supplemental Cash Flow Information SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental cash flow information for the six months ended June 30, 2023 and 2022 were as follows (in thousands):
Six Months Ended June 30,
20232022
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest, all of which was capitalized to inventories$25,998 $26,146 
Noncash lease expense$2,094 $2,452 
NONCASH INVESTING AND FINANCING ACTIVITIES:
Adjustment to operating lease right-of-use assets from lease modification$(773)$— 
Adjustment to liability recognized under TRA$140 $(1,058)
Noncash lease expense is included within the depreciation and amortization adjustment to net loss on the Company’s condensed consolidated statements of cash flows.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows for the six months ended June 30, 2023 and 2022 (in thousands):
June 30, 2023June 30, 2022
Cash and cash equivalents$193,203 $127,820 
Restricted cash and certificates of deposit992 1,330 
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows$194,195 $129,150 
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.
v3.23.2
Segment Reporting
6 Months Ended
Jun. 30, 2023
Segment Reporting [Abstract]  
Segment Reporting SEGMENT REPORTING
The Company’s reportable segments consist of:
• Valencia—includes the community of Valencia being developed in northern Los Angeles County, California. The Valencia segment derives revenues from the sale of residential and commercial land sites to homebuilders, commercial developers and commercial buyers. The Company’s investment in the Valencia Landbank Venture is also reported in the Valencia segment.
• San Francisco—includes the Candlestick and The San Francisco Shipyard communities located on bayfront property in the City of San Francisco, California. The San Francisco segment derives revenues from the sale of residential and commercial land sites to homebuilders, commercial developers and commercial buyers.
• Great Park—includes the Great Park Neighborhoods being developed adjacent to and around the Orange County Great Park, a metropolitan park under construction in Orange County, California. This segment also includes management services provided by the Management Company to the Great Park Venture, the owner of the Great Park Neighborhoods. As of June 30, 2023, the Company had a 37.5% Percentage Interest in the Great Park Venture and accounted for the investment under the equity method. The reported segment information for the Great Park segment includes the results of 100% of the Great Park Venture at the historical basis of the venture, which did not apply push down accounting at acquisition date. The Great Park segment derives revenues at the Great Park Neighborhoods from sales of residential and commercial land sites to homebuilders, commercial developers and commercial buyers, sales of homes constructed and marketed under a fee build arrangement, and management services provided by the Company to the Great Park Venture.
• Commercial—includes the operations of the Gateway Commercial Venture, which owns an approximately 189,000 square foot office building at the Five Point Gateway Campus. The Five Point Gateway Campus is an office, medical and research and development campus located within the Great Park Neighborhoods and consists of four buildings and surrounding land. The Company and a subsidiary of Lennar lease portions of the building owned by the Gateway Commercial Venture. The Gateway Commercial Venture also owns approximately 50 acres of the surrounding commercial land with additional development rights at the campus. This segment also includes property management services provided by the Management Company to the Gateway Commercial Venture. As of June 30, 2023, the Company had a 75% interest in the Gateway Commercial Venture and accounted for the investment under the equity method. The reported segment information for the Commercial segment includes the results of 100% of the Gateway Commercial Venture at the historical basis of the venture.
     Segment operating results and reconciliations to the Company’s consolidated balances are as follows (in thousands):
RevenuesProfit (Loss)RevenuesProfit (Loss)
Three Months Ended June 30,Six Months Ended June 30,
20232022202320222023202220232022
Valencia
$413 $2,568 $(4,538)$(2,944)$1,716 $3,727 $(6,977)$(7,771)
San Francisco
162 122 (885)(814)324 302 (1,915)(1,483)
Great Park
381,266 27,922 179,145 1,878 393,995 50,346 183,651 (193)
Commercial
2,125 2,222 (502)234 4,386 4,263 (678)449 
Total reportable segments383,966 32,834 173,220 (1,646)400,421 58,638 174,081 (8,998)
Reconciling items:
Removal of results of unconsolidated entities—
Great Park Venture (1)(360,596)(25,320)(168,157)(1,476)(369,196)(44,300)(170,900)1,355 
Gateway Commercial Venture (1)(2,021)(2,121)606 (133)(4,175)(4,059)889 (245)
Add equity in earnings (losses) from unconsolidated entities—
Great Park Venture— — 52,322 207 — — 53,484 (1,094)
Gateway Commercial Venture— — (455)100 — — (667)184 
Corporate and unallocated (2)
— — (6,981)(8,024)— — (16,066)(38,943)
Total consolidated balances
$21,349 $5,393 $50,555 $(10,972)$27,050 $10,279 $40,821 $(47,741)

(1) Represents the removal of the Great Park Venture and Gateway Commercial Venture operating results, which are included in the Great Park segment and Commercial segment operating results at 100% of each venture’s historical basis, respectively, but are not included in the Company’s consolidated results and balances as the Company accounts for its investment in each venture using the equity method of accounting.
(2) Corporate and unallocated activity is primarily comprised of corporate general and administrative expenses and restructuring expenses.
Segment assets and reconciliations to the Company’s consolidated balances are as follows (in thousands):
June 30, 2023December 31, 2022
Valencia
$958,922 $972,028 
San Francisco
1,338,610 1,314,308 
Great Park
847,120 916,909 
Commercial
90,554 91,629 
Total reportable segments3,235,206 3,294,874 
Reconciling items:
Removal of unconsolidated balances of Great Park Venture (1)
(743,819)(799,174)
Removal of unconsolidated balances of Gateway Commercial Venture (1)
(90,554)(91,629)
Other eliminations (2)
(21)(174)
Add investment balance in Great Park Venture
260,745 289,026 
Add investment balance in Gateway Commercial Venture
40,028 40,695 
Corporate and unallocated (3)
212,318 152,166 
Total consolidated balances
$2,913,903 $2,885,784 

(1) Represents the removal of the Great Park Venture and Gateway Commercial Venture balances, which are included in the Great Park segment and Commercial segment balances at 100% of each venture’s historical basis, respectively, but are not included in the Company’s consolidated balances as the Company accounts for its investment in each venture using the equity method of accounting.
(2) Represents intersegment balances that eliminate in consolidation.
(3) Corporate and unallocated assets consist of cash and cash equivalents, receivables, right-of-use assets and prepaid expenses.
v3.23.2
Share-Based Compensation
6 Months Ended
Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation SHARE-BASED COMPENSATION
In April 2023, the Company’s Board of Directors approved the Five Point Holdings, LLC 2023 Incentive Award Plan (the “Incentive Award Plan”) as the successor to the Five Point Holdings, LLC Amended and Restated 2016 Incentive Award Plan (the “Prior Plan”). The Incentive Award Plan became effective on June 7, 2023, the date on which it was approved by shareholders at the 2023 Annual Meeting of Shareholders. The Incentive Award Plan increased the aggregate number of common shares available for issuance under the Prior Plan by 7,500,000 Class A common shares of the Holding Company.
The following table summarizes share-based equity compensation activity for the six months ended June 30, 2023:
Share-Based Awards
(in thousands)
Weighted-Average Grant
Date Fair Value
Nonvested at January 1, 2023
2,166 $3.77 
Granted
3,947 $1.92 
Cancelled(906)$2.16 
Forfeited
— $— 
Vested
(690)$6.01 
Nonvested at June 30, 2023
4,517 $2.13 
Share-based compensation expense was $0.9 million and $1.7 million for the three and six months ended June 30, 2023, respectively, and $0.7 million and $4.8 million for the three and six months ended June 30, 2022, respectively. All share-based compensation for the three and six months ended June 30, 2023 and the three months ended June 30, 2022 is included in selling, general, and administrative expenses on the accompanying condensed consolidated statements of operations. In February 2022, the Company accelerated the expense attributed to the outstanding restricted share awards of two former officers of the Company resulting from a modification of the required service condition of the awards. As a result, for the six months ended June 30, 2022, share-based compensation expense of $3.0 million is included in restructuring expense and $1.8 million is included in selling, general, and administrative expenses on the accompanying condensed consolidated statement of operations.
The estimated fair value at vesting of share-based awards that vested during the six months ended June 30, 2023 was $1.7 million. In January 2023 and 2022, the Company reacquired vested restricted Class A common shares for $0.2 million and $2.7 million, respectively, for the purpose of settling tax withholding obligations of employees. The reacquisition cost is based on the fair value of the Company’s Class A common shares on the date the tax obligation is incurred.
v3.23.2
Employee Benefit Plans
6 Months Ended
Jun. 30, 2023
Retirement Benefits [Abstract]  
Employee Benefit Plans EMPLOYEE BENEFIT PLANS
Retirement Plan—The Newhall Land and Farming Company Retirement Plan (the “Retirement Plan”) is a defined benefit plan that is funded by the Company and qualified under the Employee Retirement Income Security Act. The Retirement Plan was frozen in 2004.
The components of net periodic cost (benefit) for the three and six months ended June 30, 2023 and 2022, are as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Net periodic cost (benefit):
Interest cost
$202 $136 $404 $272 
Expected return on plan assets
(222)(261)(444)(522)
Amortization of net actuarial loss
40 13 81 26 
Net periodic cost (benefit)$20 $(112)$41 $(224)
Net periodic cost (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.
v3.23.2
Income Taxes
6 Months Ended
Jun. 30, 2023
Income Tax Disclosure [Abstract]  
Income Taxes INCOME TAXESUpon formation, the Holding Company elected to be treated as a corporation for U.S. federal, state, and local tax purposes. All operations are carried on through the Holding Company’s subsidiaries, the majority of which are pass-through entities that are generally not subject to federal or state income taxation, as all of the taxable income, gains, losses, deductions, and credits are passed through to the partners. The Holding Company is responsible for income taxes on its allocable share of the Operating Company’s income or gain.
Other than a small income tax provision attributed to one of the Company’s consolidated subsidiary corporations, during the three months ended June 30, 2023, the Company recorded no provision or benefit for income taxes (after application of a decrease in the Company’s valuation allowance) on pre-tax income of $50.6 million. In the three months ended June 30, 2022, the Company recorded no provision or benefit for income taxes (after application of an increase in the Company’s valuation allowance) on pre-tax loss of $11.0 million. Other than a small income tax provision attributed to one of the Company’s consolidated subsidiary corporations, during the six months ended June 30, 2023, the Company recorded no provision or benefit for income taxes (after application of a decrease in the Company’s valuation allowance) on pre-tax income of $40.8 million. In the six months ended June 30, 2022, the Company recorded no provision or benefit for income taxes (after application of an increase in the Company’s valuation allowance) on pre-tax loss of $47.7 million. The effective tax rates for the six months ended June 30, 2023 and 2022, differ from the 21% federal statutory rate and applicable state statutory rates primarily due to the Company’s valuation allowance on its book losses, disallowance of executive compensation expenses not deductible for tax, and to the pre-tax portion of income and losses that are passed through to the other partners of the Operating Company and the San Francisco Venture.
Largely due to a history of book losses, the Company continues to record a valuation allowance against its federal and state net deferred tax assets.
v3.23.2
Financial Instruments and Fair Value Measurements and Disclosures
6 Months Ended
Jun. 30, 2023
Fair Value Disclosures [Abstract]  
Financial Instruments and Fair Value Measurements and Disclosures FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS AND DISCLOSURES
ASC Topic 820, Fair Value Measurement, emphasizes that a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, the guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions. The following hierarchy classifies the inputs used to determine fair value into three levels:
Level 1—Quoted prices for identical instruments in active markets
Level 2—Quoted prices for similar instruments in active markets or inputs, other than quoted prices, that are observable for the instrument either directly or indirectly
Level 3—Significant inputs to the valuation model are unobservable
At each reporting period, the Company evaluates the fair value of its financial instruments compared to carrying values. Other than the Company’s notes payable, net, the carrying amount of the Company’s financial instruments, which includes cash and cash equivalents, restricted cash and certificates of deposit, certain related party assets and liabilities, and accounts payable and other liabilities, approximated the Company’s estimates of fair value at both June 30, 2023 and December 31, 2022.
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 June 30, 2023, the estimated fair value of notes payable, net was $566.0 million, compared to a carrying value of $621.4 million. At December 31, 2022, the estimated fair value of notes payable, net was $525.5 million, compared to a carrying value of $620.7 million. During the three and six months ended June 30, 2023 and 2022, the Company had no assets that were measured at fair value on a nonrecurring basis.
v3.23.2
Earnings Per Share
6 Months Ended
Jun. 30, 2023
Earnings Per Share [Abstract]  
Earnings Per Share EARNINGS PER SHARE
The Company uses the two-class method in its computation of earnings per share. The Company’s Class A common shares and Class B common shares are entitled to receive distributions at different rates, with each Class B common share receiving 0.03% of the distributions paid on each Class A common share. Under the two-class method, the Company’s net income available to common shareholders is allocated between the two classes of common shares on a fully-distributed basis and reflects residual net income after amounts attributed to noncontrolling interests. In the event of a net loss, the Company determined that both classes share in the Company’s losses, and they share in the losses using the same mechanism as the distributions. The Company also has restricted share awards and performance restricted share awards (see Note 14) that have a right to non-forfeitable dividends while unvested and are contemplated as participating when the Company is in a net income position. These awards participate in distributions on a basis equivalent to other Class A common shares but do not participate in losses.
No distributions on common shares were declared for the three and six months ended June 30, 2023 or 2022.
Diluted income (loss) per share calculations for both Class A common shares and Class B common shares contemplate adjustments to the numerator and the denominator under the if-converted method for the convertible Class B common shares, the exchangeable Class A units of the San Francisco Venture and the exchangeable Class A Common Units of the Operating Company. The Company uses the treasury stock method or the two-class method when evaluating dilution for RSUs, restricted shares, and performance restricted units and shares. The more dilutive of the two methods is included in the calculation for diluted income (loss) per share.
The following table summarizes the basic and diluted earnings (loss) per share calculations for the three and six months ended June 30, 2023 and 2022 (in thousands, except shares and per share amounts):    
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Numerator:
Net income (loss) attributable to the Company$23,571 $(5,111)$19,035 $(22,241)
Adjustments to net income (loss) attributable to the Company— 23 (13)129 
Net income (loss) attributable to common shareholders$23,571 $(5,088)$19,022 $(22,112)
Numerator—basic common shares:
Net income (loss) attributable to common shareholders$23,571 $(5,088)$19,022 $(22,112)
Less: net income allocated to participating securities
132 — 100 — 
Allocation of basic net income (loss) among common shareholders$23,439 $(5,088)$18,922 $(22,112)
Numerator for basic net income (loss) available to Class A common shareholders$23,431 $(5,086)$18,915 $(22,104)
Numerator for basic net income (loss) available to Class B common shareholders$$(2)$$(8)
Numerator—diluted common shares:
Net income (loss) attributable to common shareholders$23,571 $(5,088)$19,022 $(22,112)
Reallocation of income (loss) from dilutive potential securities25,878 (133)20,917 (536)
Less: net income allocated to participating securities
132 — 100 — 
Allocation of diluted net income (loss) among common shareholders$49,317 $(5,221)$39,839 $(22,648)
Numerator for diluted net income (loss) available to Class A common shareholders$49,309 $(5,219)$39,832 $(22,640)
Numerator for diluted net income (loss) available to Class B common shareholders$$(2)$$(8)
Denominator:
Basic weighted average Class A common shares outstanding68,811,975 68,495,523 68,758,894 68,332,460 
Diluted weighted average Class A common shares outstanding
145,040,689 69,635,563 144,939,450 69,472,500 
Basic and diluted weighted average Class B common shares outstanding79,233,544 79,233,544 79,233,544 79,233,544 
Basic earnings (loss) per share:
Class A common shares
$0.34 $(0.07)$0.28 $(0.32)
Class B common shares
$0.00 $(0.00)$0.00 $(0.00)
Diluted earnings (loss) per share:
Class A common shares
$0.34 $(0.07)$0.27 $(0.33)
Class B common shares
$0.00 $(0.00)$0.00 $(0.00)
Anti-dilutive potential Performance RSUs
3,123,408 — 3,123,408 — 
Anti-dilutive potential Restricted Shares (weighted average)
— 572,831 — 803,665 
Anti-dilutive potential Performance Restricted Shares (weighted average)
— — — 49,869 
Anti-dilutive potential Class A common shares from exchanges (weighted average)3,137,134 76,120,180 3,137,134 76,120,180 
v3.23.2
Accumulated Other Comprehensive Loss
6 Months Ended
Jun. 30, 2023
Equity [Abstract]  
Accumulated Other Comprehensive Loss ACCUMULATED OTHER COMPREHENSIVE LOSS Accumulated other comprehensive loss attributable to the Company consists of unamortized defined benefit pension plan net actuarial losses that totaled $2.9 million and $3.0 million at June 30, 2023 and December 31, 2022, respectively, net of tax benefits of $0.8 million and $0.8 million, respectively. At both June 30, 2023 and December 31, 2022, the Company held a full valuation allowance related to the accumulated tax benefits. Accumulated other comprehensive loss of $1.8 million and $1.9 million is included in noncontrolling interests at June 30, 2023 and December 31, 2022, 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 income (loss) attributable to the Company related to amortization of net actuarial losses were approximately $51,000 and $16,000, net of taxes, for the six months ended June 30, 2023 and 2022, respectively, and are included in other miscellaneous income in the accompanying condensed consolidated statements of operations.
v3.23.2
Basis of Presentation (Policies)
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Principles of Consolidation Principles of consolidation—The accompanying condensed consolidated financial statements include the accounts of the Holding Company and the accounts of all subsidiaries in which the Holding Company has a controlling interest and the consolidated accounts of variable interest entities (“VIEs”) in which the Holding Company is deemed to be the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation.
Unaudited Interim Financial Information Unaudited interim financial information—The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. In the opinion of management, all adjustments (including normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results and cash flows for the three and six months ended June 30, 2023 are not necessarily indicative of the operating results and cash flows that may be expected for the full year.
Use of Estimates Use of estimates—The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Management evaluates its estimates on an ongoing basis and makes revisions to these estimates and related disclosures as experience develops or new information becomes known. Actual results could differ from those estimates.
Recently Adopted Accounting Pronouncements Recently adopted accounting pronouncements—There are no recent accounting pronouncements that have had or are expected to have a material impact on the Company’s condensed consolidated financial statements or disclosures.
v3.23.2
Basis of Presentation (Tables)
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Schedule of Miscellaneous Other (Loss) Income Miscellaneous other (loss) income—Miscellaneous other (loss) income consisted of the following (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Net periodic pension (cost) benefit$(20)$112 $(41)$224 
Total miscellaneous other (loss) income$(20)$112 $(41)$224 
v3.23.2
Revenues (Tables)
6 Months Ended
Jun. 30, 2023
Revenue from Contract with Customer [Abstract]  
Schedule of Revenue Disaggregated by Source and Reporting Segment
The following tables present the Company’s consolidated revenues disaggregated by revenue source and reporting segment (in thousands):
Three Months Ended June 30, 2023Six Months Ended June 30, 2023
Valencia San Francisco
Great Park(1)
Commercial(1)
TotalValencia San Francisco
Great Park(1)
Commercial(1)
Total
Land sales and land sales—related party
$(13)$— $— $— $(13)$586 $— $— $— $586 
Management services—related party
— — 20,670 104 20,774 — — 24,799 211 25,010 
Operating properties141 — — — 141 499 — — — 499 
128 — 20,670 104 20,902 1,085 — 24,799 211 26,095 
Operating properties leasing revenues285 162 — — 447 631 324 — — 955 
$413 $162 $20,670 $104 $21,349 $1,716 $324 $24,799 $211 $27,050 

Three Months Ended June 30, 2022Six Months Ended June 30, 2022
Valencia San Francisco
Great Park(1)
Commercial(1)
TotalValencia San Francisco
Great Park(1)
Commercial(1)
Total
Land sales and land sales—related party
$1,725 $— $— $— $1,725 $2,283 $— $— $— $2,283 
Management services—related party
— — 2,602 101 2,703 — — 6,046 204 6,250 
Operating properties560 — — — 560 916 — — — 916 
2,285 — 2,602 101 4,988 3,199 — 6,046 204 9,449 
Operating properties leasing revenues283 122 — — 405 528 302 — — 830 
$2,568 $122 $2,602 $101 $5,393 $3,727 $302 $6,046 $204 $10,279 
(1) The tables above do not include revenues of the Great Park Venture and the Gateway Commercial Venture, which are included in the Company’s reporting segment totals (see Notes 4 and 13).
v3.23.2
Investment In Unconsolidated Entities (Tables)
6 Months Ended
Jun. 30, 2023
Equity Method Investments and Joint Ventures [Abstract]  
Equity Method Investments The following table summarizes the statements of operations of the Great Park Venture for the six months ended June 30, 2023 and 2022 (in thousands):
Six Months Ended June 30,
20232022
Land sale and related party land sale revenues$369,196 $3,825 
Home sale revenues— 40,475 
Cost of land sales
(165,749)(13)
Cost of home sales— (30,784)
Other costs and expenses
(32,547)(14,858)
Net income (loss) of Great Park Venture$170,900 $(1,355)
The Company’s share of net income (loss)$64,088 $(508)
Basis difference amortization, net(10,604)(586)
Equity in earnings (loss) from Great Park Venture$53,484 $(1,094)
The following table summarizes the balance sheet data of the Great Park Venture and the Company’s investment balance as of June 30, 2023 and December 31, 2022 (in thousands):
June 30, 2023December 31, 2022
Inventories
$435,920 $605,893 
Cash and cash equivalents
140,889 149,326 
Contract assets, receivable and other assets167,010 43,955 
Total assets
$743,819 $799,174 
Accounts payable and other liabilities
$173,420 $156,085 
Redeemable Legacy Interests
40,705 66,254 
Capital (Percentage Interest)
529,694 576,835 
Total liabilities and capital
$743,819 $799,174 
The Company’s share of capital in Great Park Venture
$198,636 $216,313 
Unamortized basis difference
62,109 72,713 
The Company’s investment in the Great Park Venture
$260,745 $289,026 
The following table summarizes the statements of operations of the Gateway Commercial Venture for the six months ended June 30, 2023 and 2022 (in thousands):
Six Months Ended June 30,
20232022
Rental revenues$4,175 $4,059 
Rental operating and other expenses(1,967)(1,225)
Depreciation and amortization (1,989)(1,969)
Interest expense(1,108)(620)
Net (loss) income of Gateway Commercial Venture$(889)$245 
Equity in (loss) earnings from Gateway Commercial Venture$(667)$184 
The following table summarizes the balance sheet data of the Gateway Commercial Venture and the Company’s investment balance as of June 30, 2023 and December 31, 2022 (in thousands):
June 30, 2023December 31, 2022
Real estate and related intangible assets, net$80,834 $82,797 
Cash5,081 4,244 
Other assets4,639 4,588 
Total assets$90,554 $91,629 
Notes payable, net$29,418 $29,418 
Other liabilities7,764 7,951 
Members’ capital53,372 54,260 
Total liabilities and capital$90,554 $91,629 
The Company’s investment in the Gateway Commercial Venture$40,028 $40,695 
v3.23.2
Noncontrolling Interest (Tables)
6 Months Ended
Jun. 30, 2023
Noncontrolling Interest [Abstract]  
Schedule of Tax Distributions Tax distributions to the partners of the Operating Company for the three and six months ended June 30, 2023 and 2022, were as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Management Partner$— $— $1,974 $435 
Other partners (excluding the Holding Company)— — — — 
Total tax distributions$— $— $1,974 $435 
v3.23.2
Intangible Asset, Net - Related Party (Tables)
6 Months Ended
Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Finite-Lived Intangible Assets The carrying amount and accumulated amortization of the intangible asset as of June 30, 2023 and December 31, 2022 were as follows (in thousands):
June 30, 2023December 31, 2022
Gross carrying amount$129,705 $129,705 
Accumulated amortization(98,049)(89,448)
Net book value$31,656 $40,257 
v3.23.2
Related Party Transactions (Tables)
6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
Schedule of Related Party Transactions Related party assets and liabilities included in the Company’s condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022 consisted of the following (in thousands):
June 30, 2023December 31, 2022
Related Party Assets:
Contract assets (see Note 3)
$73,826 $79,863 
Operating lease right-of-use asset (corporate office lease at Five Point Gateway Campus)15,245 16,425 
Other
862 838 
$89,933 $97,126 
Related Party Liabilities:
Reimbursement obligation
$58,998 $62,990 
Payable to holders of Management Company’s Class B interests
4,116 6,700 
Operating lease liability (corporate office lease at Five Point Gateway Campus)11,776 12,535 
Accrued advisory fees7,625 10,525 
Other
1,169 336 
$83,684 $93,086 
v3.23.2
Notes Payable, Net (Tables)
6 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]  
Schedule of Long-term Debt Instruments At June 30, 2023 and December 31, 2022, notes payable consisted of the following (in thousands):
June 30, 2023December 31, 2022
7.875% Senior Notes due 2025
$625,000 $625,000 
Unamortized debt issuance costs and discount
(3,581)(4,349)
$621,419 $620,651 
v3.23.2
Commitments and Contingencies (Tables)
6 Months Ended
Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Supplemental Balance Sheet Information Operating lease right-of-use assets are included in other assets or related party assets, and operating lease liabilities are included in accounts payable and other liabilities or related party liabilities on the condensed consolidated balance sheets and were as follows as of June 30, 2023 and December 31, 2022 (in thousands):
June 30, 2023December 31, 2022
Operating lease right-of-use assets ($15,245 and $16,425 related party, respectively)
$16,156 $19,067 
Operating lease liabilities ($11,776 and $12,535 related party, respectively)
$12,597 $15,705 
v3.23.2
Supplemental Cash Flow Information (Tables)
6 Months Ended
Jun. 30, 2023
Supplemental Cash Flow Elements [Abstract]  
Schedule of Supplemental Cash Flow and Other Information Related to Leases Supplemental cash flow information for the six months ended June 30, 2023 and 2022 were as follows (in thousands):
Six Months Ended June 30,
20232022
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest, all of which was capitalized to inventories$25,998 $26,146 
Noncash lease expense$2,094 $2,452 
NONCASH INVESTING AND FINANCING ACTIVITIES:
Adjustment to operating lease right-of-use assets from lease modification$(773)$— 
Adjustment to liability recognized under TRA$140 $(1,058)
Condensed Cash Flow Information The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows for the six months ended June 30, 2023 and 2022 (in thousands):
June 30, 2023June 30, 2022
Cash and cash equivalents$193,203 $127,820 
Restricted cash and certificates of deposit992 1,330 
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows$194,195 $129,150 
v3.23.2
Segment Reporting (Tables)
6 Months Ended
Jun. 30, 2023
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information, by Segment Segment operating results and reconciliations to the Company’s consolidated balances are as follows (in thousands):
RevenuesProfit (Loss)RevenuesProfit (Loss)
Three Months Ended June 30,Six Months Ended June 30,
20232022202320222023202220232022
Valencia
$413 $2,568 $(4,538)$(2,944)$1,716 $3,727 $(6,977)$(7,771)
San Francisco
162 122 (885)(814)324 302 (1,915)(1,483)
Great Park
381,266 27,922 179,145 1,878 393,995 50,346 183,651 (193)
Commercial
2,125 2,222 (502)234 4,386 4,263 (678)449 
Total reportable segments383,966 32,834 173,220 (1,646)400,421 58,638 174,081 (8,998)
Reconciling items:
Removal of results of unconsolidated entities—
Great Park Venture (1)(360,596)(25,320)(168,157)(1,476)(369,196)(44,300)(170,900)1,355 
Gateway Commercial Venture (1)(2,021)(2,121)606 (133)(4,175)(4,059)889 (245)
Add equity in earnings (losses) from unconsolidated entities—
Great Park Venture— — 52,322 207 — — 53,484 (1,094)
Gateway Commercial Venture— — (455)100 — — (667)184 
Corporate and unallocated (2)
— — (6,981)(8,024)— — (16,066)(38,943)
Total consolidated balances
$21,349 $5,393 $50,555 $(10,972)$27,050 $10,279 $40,821 $(47,741)
(1) Represents the removal of the Great Park Venture and Gateway Commercial Venture operating results, which are included in the Great Park segment and Commercial segment operating results at 100% of each venture’s historical basis, respectively, but are not included in the Company’s consolidated results and balances as the Company accounts for its investment in each venture using the equity method of accounting.
(2) Corporate and unallocated activity is primarily comprised of corporate general and administrative expenses and restructuring expenses.
Segment assets and reconciliations to the Company’s consolidated balances are as follows (in thousands):
June 30, 2023December 31, 2022
Valencia
$958,922 $972,028 
San Francisco
1,338,610 1,314,308 
Great Park
847,120 916,909 
Commercial
90,554 91,629 
Total reportable segments3,235,206 3,294,874 
Reconciling items:
Removal of unconsolidated balances of Great Park Venture (1)
(743,819)(799,174)
Removal of unconsolidated balances of Gateway Commercial Venture (1)
(90,554)(91,629)
Other eliminations (2)
(21)(174)
Add investment balance in Great Park Venture
260,745 289,026 
Add investment balance in Gateway Commercial Venture
40,028 40,695 
Corporate and unallocated (3)
212,318 152,166 
Total consolidated balances
$2,913,903 $2,885,784 

(1) Represents the removal of the Great Park Venture and Gateway Commercial Venture balances, which are included in the Great Park segment and Commercial segment balances at 100% of each venture’s historical basis, respectively, but are not included in the Company’s consolidated balances as the Company accounts for its investment in each venture using the equity method of accounting.
(2) Represents intersegment balances that eliminate in consolidation.
(3) Corporate and unallocated assets consist of cash and cash equivalents, receivables, right-of-use assets and prepaid expenses.
v3.23.2
Share-Based Compensation (Tables)
6 Months Ended
Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]  
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity The following table summarizes share-based equity compensation activity for the six months ended June 30, 2023:
Share-Based Awards
(in thousands)
Weighted-Average Grant
Date Fair Value
Nonvested at January 1, 2023
2,166 $3.77 
Granted
3,947 $1.92 
Cancelled(906)$2.16 
Forfeited
— $— 
Vested
(690)$6.01 
Nonvested at June 30, 2023
4,517 $2.13 
v3.23.2
Employee Benefit Plans (Tables)
6 Months Ended
Jun. 30, 2023
Retirement Benefits [Abstract]  
Schedule of Net Benefit Costs The components of net periodic cost (benefit) for the three and six months ended June 30, 2023 and 2022, are as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Net periodic cost (benefit):
Interest cost
$202 $136 $404 $272 
Expected return on plan assets
(222)(261)(444)(522)
Amortization of net actuarial loss
40 13 81 26 
Net periodic cost (benefit)$20 $(112)$41 $(224)
v3.23.2
Earnings Per Share (Tables)
6 Months Ended
Jun. 30, 2023
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted
The following table summarizes the basic and diluted earnings (loss) per share calculations for the three and six months ended June 30, 2023 and 2022 (in thousands, except shares and per share amounts):    
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Numerator:
Net income (loss) attributable to the Company$23,571 $(5,111)$19,035 $(22,241)
Adjustments to net income (loss) attributable to the Company— 23 (13)129 
Net income (loss) attributable to common shareholders$23,571 $(5,088)$19,022 $(22,112)
Numerator—basic common shares:
Net income (loss) attributable to common shareholders$23,571 $(5,088)$19,022 $(22,112)
Less: net income allocated to participating securities
132 — 100 — 
Allocation of basic net income (loss) among common shareholders$23,439 $(5,088)$18,922 $(22,112)
Numerator for basic net income (loss) available to Class A common shareholders$23,431 $(5,086)$18,915 $(22,104)
Numerator for basic net income (loss) available to Class B common shareholders$$(2)$$(8)
Numerator—diluted common shares:
Net income (loss) attributable to common shareholders$23,571 $(5,088)$19,022 $(22,112)
Reallocation of income (loss) from dilutive potential securities25,878 (133)20,917 (536)
Less: net income allocated to participating securities
132 — 100 — 
Allocation of diluted net income (loss) among common shareholders$49,317 $(5,221)$39,839 $(22,648)
Numerator for diluted net income (loss) available to Class A common shareholders$49,309 $(5,219)$39,832 $(22,640)
Numerator for diluted net income (loss) available to Class B common shareholders$$(2)$$(8)
Denominator:
Basic weighted average Class A common shares outstanding68,811,975 68,495,523 68,758,894 68,332,460 
Diluted weighted average Class A common shares outstanding
145,040,689 69,635,563 144,939,450 69,472,500 
Basic and diluted weighted average Class B common shares outstanding79,233,544 79,233,544 79,233,544 79,233,544 
Basic earnings (loss) per share:
Class A common shares
$0.34 $(0.07)$0.28 $(0.32)
Class B common shares
$0.00 $(0.00)$0.00 $(0.00)
Diluted earnings (loss) per share:
Class A common shares
$0.34 $(0.07)$0.27 $(0.33)
Class B common shares
$0.00 $(0.00)$0.00 $(0.00)
Anti-dilutive potential Performance RSUs
3,123,408 — 3,123,408 — 
Anti-dilutive potential Restricted Shares (weighted average)
— 572,831 — 803,665 
Anti-dilutive potential Performance Restricted Shares (weighted average)
— — — 49,869 
Anti-dilutive potential Class A common shares from exchanges (weighted average)3,137,134 76,120,180 3,137,134 76,120,180 
v3.23.2
Business and Organization (Details)
$ / shares in Units, $ in Thousands
6 Months Ended
Jun. 30, 2023
USD ($)
member
vote
Jul. 14, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
Class of Stock [Line Items]      
Number of votes per share | vote 1    
Right to exchange, conversion ratio 1    
Other $ 83,684   $ 93,086
Number of voting members | member 3    
Number of votes of management | vote 5    
Percentage of voting members required for approval 75.00%    
Number of votes of company | vote 2    
Number of votes for each member | vote 1    
Great Park      
Class of Stock [Line Items]      
Percentage of equity ownership 37.50%    
Number of voting members | member 4    
Heritage Fields LLC      
Class of Stock [Line Items]      
Percentage of equity ownership 37.50%    
Subsequent Event      
Class of Stock [Line Items]      
Closing price (in dollars per share) | $ / shares   $ 3.00  
The San Francisco Venture      
Class of Stock [Line Items]      
Right to exchange, conversion ratio 1    
Five Point Office Venture Holdings I, LLC Acquisition | FPOVHI Member, LLC      
Class of Stock [Line Items]      
Percentage of equity ownership 75.00%    
Equity Method Investee      
Class of Stock [Line Items]      
Distributions to holders of legacy interests $ 2,600    
Equity Method Investee | Great Park | Contingent Payments Due from Related Parties      
Class of Stock [Line Items]      
Other $ 565,000    
Equity Method Investee | Subsequent Event | Great Park | Legacy Incentive Compensation Receivable      
Class of Stock [Line Items]      
Distributions to holders of legacy interests   $ 524,300  
Five Point Operating Company, LLC | Affiliated Entity | The San Francisco Venture      
Class of Stock [Line Items]      
Right to exchange, conversion ratio 1    
Percentage of distributions entitled to receive 99.00%    
FPOVHI Member, LLC | Five Point Office Venture Holdings I, LLC Acquisition      
Class of Stock [Line Items]      
Percentage of equity ownership 75.00%    
Five Point Land, LLC | Subsidiary of Common Parent      
Class of Stock [Line Items]      
Subsidiary ownership 100.00%    
San Francisco Venture | Subsidiary of Common Parent      
Class of Stock [Line Items]      
Subsidiary ownership 100.00%    
Parent Company | Five Point Operating Company, LLC | Affiliated Entity      
Class of Stock [Line Items]      
Right to exchange, conversion ratio 1    
Parent Company | Five Point Operating Company, LLC | Affiliated Entity | Five Point Operating Company, LLC      
Class of Stock [Line Items]      
Ownership of class A common stock, percentage 62.60%    
Parent Company | Five Point Operating Company, LLC | Affiliated Entity | Subsequent Event      
Class of Stock [Line Items]      
Market capitalization of company   $ 445,400  
Common Class B      
Class of Stock [Line Items]      
Conversion of common shares, ratio 0.0003    
v3.23.2
Basis of Presentation - Components of Miscellaneous Other Income (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Accounting Policies [Abstract]        
Net periodic pension (cost) benefit $ (20) $ 112 $ (41) $ 224
Total miscellaneous other (loss) income $ (20) $ 112 $ (41) $ 224
v3.23.2
Revenues - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Disaggregation of Revenue [Line Items]        
Revenue from customers $ 20,902 $ 4,988 $ 26,095 $ 9,449
Revenues 21,349 5,393 27,050 10,279
Land sales        
Disaggregation of Revenue [Line Items]        
Revenue from customers (13) 1,725 586 2,283
Management services        
Disaggregation of Revenue [Line Items]        
Revenue from customers 20,774 2,703 25,010 6,250
Operating properties        
Disaggregation of Revenue [Line Items]        
Revenue from customers 141 560 499 916
Operating properties leasing revenues 447 405 955 830
Valencia        
Disaggregation of Revenue [Line Items]        
Revenue from customers 128 2,285 1,085 3,199
Revenues 413 2,568 1,716 3,727
Valencia | Land sales        
Disaggregation of Revenue [Line Items]        
Revenue from customers (13) 1,725 586 2,283
Valencia | Management services        
Disaggregation of Revenue [Line Items]        
Revenue from customers 0 0 0 0
Valencia | Operating properties        
Disaggregation of Revenue [Line Items]        
Revenue from customers 141 560 499 916
Operating properties leasing revenues 285 283 631 528
San Francisco        
Disaggregation of Revenue [Line Items]        
Revenue from customers 0 0 0 0
Revenues 162 122 324 302
San Francisco | Land sales        
Disaggregation of Revenue [Line Items]        
Revenue from customers 0 0 0 0
San Francisco | Management services        
Disaggregation of Revenue [Line Items]        
Revenue from customers 0 0 0 0
San Francisco | Operating properties        
Disaggregation of Revenue [Line Items]        
Revenue from customers 0 0 0 0
Operating properties leasing revenues 162 122 324 302
Great Park        
Disaggregation of Revenue [Line Items]        
Revenue from customers 20,670 2,602 24,799 6,046
Revenues 20,670 2,602 24,799 6,046
Great Park | Land sales        
Disaggregation of Revenue [Line Items]        
Revenue from customers 0 0 0 0
Great Park | Management services        
Disaggregation of Revenue [Line Items]        
Revenue from customers 20,670 2,602 24,799 6,046
Great Park | Operating properties        
Disaggregation of Revenue [Line Items]        
Revenue from customers 0 0 0 0
Operating properties leasing revenues 0 0 0 0
Commercial        
Disaggregation of Revenue [Line Items]        
Revenue from customers 104 101 211 204
Revenues 104 101 211 204
Commercial | Land sales        
Disaggregation of Revenue [Line Items]        
Revenue from customers 0 0 0 0
Commercial | Management services        
Disaggregation of Revenue [Line Items]        
Revenue from customers 104 101 211 204
Commercial | Operating properties        
Disaggregation of Revenue [Line Items]        
Revenue from customers 0 0 0 0
Operating properties leasing revenues $ 0 $ 0 $ 0 $ 0
v3.23.2
Revenues - Additional Information (Details) - USD ($)
$ in Millions
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Increase (Decrease) In Contract With Customer, Asset [Roll Forward]    
Contract assets, beginning balance $ 86.5 $ 87.6
Increase (decrease) in contract assets (7.9) 0.2
Contract assets, ending balance 78.6 87.8
Related Party    
Increase (Decrease) In Contract With Customer, Asset [Roll Forward]    
Contract assets, beginning balance 79.9 79.1
Contract assets, ending balance 73.8 $ 80.2
Equity Method Investee    
Increase (Decrease) In Contract With Customer, Asset [Roll Forward]    
Revenue from customers $ 24.6  
v3.23.2
Investment In Unconsolidated Entities - Additional Information (Details)
$ in Thousands, ft² in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2023
USD ($)
a
ft²
individual
building
Jun. 30, 2022
USD ($)
Jun. 30, 2023
USD ($)
a
ft²
individual
building
Jun. 30, 2022
USD ($)
Dec. 31, 2022
USD ($)
Schedule of Equity Method Investments [Line Items]          
Revenue from customers $ 20,902 $ 4,988 $ 26,095 $ 9,449  
Number of buildings owned | building 1   1    
Area of land (in acres) | a 50   50    
Number of buildings on campus | building 4   4    
Revenues $ 21,349 5,393 $ 27,050 10,279  
The Company’s investment in the Great Park Venture 302,337   302,337   $ 331,594
Equity in earnings (losses) from unconsolidated entities $ 52,128 643 53,176 (389)  
Great Park Venture          
Schedule of Equity Method Investments [Line Items]          
Distribution to holders of Legacy Interests     25,500    
Distributions to holders of Percentage Interests     218,000    
Gateway Commercial Venture          
Schedule of Equity Method Investments [Line Items]          
Revenue from customers     $ 4,175 4,059  
Area of land (in acres) | a 73   73    
Number of buildings on campus | building 4   4    
Area of gateway campus | ft² 1   1    
Land sales          
Schedule of Equity Method Investments [Line Items]          
Revenue from customers $ (13) 1,725 $ 586 2,283  
Land sales | Related Party          
Schedule of Equity Method Investments [Line Items]          
Revenues (29) 1,711 595 1,712  
Land sales | Nonrelated Party          
Schedule of Equity Method Investments [Line Items]          
Revenues $ 16 14 (9) 571  
Land sales | Great Park Venture | Related Party          
Schedule of Equity Method Investments [Line Items]          
Revenue from customers     7,400 3,200  
Land sales | Great Park Venture | Nonrelated Party          
Schedule of Equity Method Investments [Line Items]          
Revenue from customers     361,800 600  
Homesites Sold | Great Park Venture          
Schedule of Equity Method Investments [Line Items]          
Revenue from customers     357,800    
Rental Revenue | Gateway Commercial Venture          
Schedule of Equity Method Investments [Line Items]          
Revenues     $ 4,200 4,100  
Great Park Venture          
Schedule of Equity Method Investments [Line Items]          
Percentage of equity ownership 37.50%   37.50%    
Return of investment     $ 29,028 0  
Return of investment     81,800    
Remaining maximum participating Legacy Interest distribution rights     $ 40,700    
Percent of future distributions to legacy interest holders     10.00%    
The Company’s investment in the Great Park Venture $ 260,745   $ 260,745   289,026
Equity in earnings (losses) from unconsolidated entities $ 52,322 207 $ 53,484 (1,094)  
Gateway Commercial Venture          
Schedule of Equity Method Investments [Line Items]          
Percentage of equity ownership 75.00%   75.00%    
The Company’s investment in the Great Park Venture $ 40,028   $ 40,028   40,695
Equity in earnings (losses) from unconsolidated entities $ (455) $ 100 $ (667) 184  
Gateway Commercial Venture | Five Point Office Venture Holdings I, LLC Acquisition          
Schedule of Equity Method Investments [Line Items]          
Percentage of equity ownership 75.00%   75.00%    
Number of individuals entitled to be appointed to executive committee | individual 2   2    
Valencia Landbank Venture          
Schedule of Equity Method Investments [Line Items]          
Percentage of equity ownership 10.00%   10.00%    
Return of investment     $ 648 1,544  
The Company’s investment in the Great Park Venture $ 1,600   1,600   $ 1,900
Equity in earnings (losses) from unconsolidated entities     $ 400 $ 500  
v3.23.2
Investment In Unconsolidated Entities - Summarized Statement of Operations (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Add equity in earnings (losses) from unconsolidated entities        
Revenue from customers $ 20,902 $ 4,988 $ 26,095 $ 9,449
Other costs and expenses (24,190) (17,229) (41,480) (57,980)
Net income 50,555 (10,972) 40,821 (47,741)
The Company’s share of net income (loss) 23,571 (5,111) 19,035 (22,241)
EQUITY IN EARNINGS (LOSS) FROM UNCONSOLIDATED ENTITIES 52,128 643 53,176 (389)
Great Park Venture        
Add equity in earnings (losses) from unconsolidated entities        
The Company’s share of net income (loss)     64,088 (508)
Basis difference amortization, net     (10,604) (586)
EQUITY IN EARNINGS (LOSS) FROM UNCONSOLIDATED ENTITIES 52,322 207 53,484 (1,094)
Gateway Commercial Venture        
Add equity in earnings (losses) from unconsolidated entities        
EQUITY IN EARNINGS (LOSS) FROM UNCONSOLIDATED ENTITIES $ (455) $ 100 (667) 184
Great Park Venture        
Add equity in earnings (losses) from unconsolidated entities        
Other costs and expenses     (32,547) (14,858)
Net income     170,900 (1,355)
Great Park Venture | Land sales and land sales—related party        
Add equity in earnings (losses) from unconsolidated entities        
Revenue from customers     369,196 3,825
Great Park Venture | Home Sales        
Add equity in earnings (losses) from unconsolidated entities        
Revenue from customers     0 40,475
Rental operating and other expenses     0 (30,784)
Great Park Venture | Land sales        
Add equity in earnings (losses) from unconsolidated entities        
Rental operating and other expenses     (165,749) (13)
Gateway Commercial Venture        
Add equity in earnings (losses) from unconsolidated entities        
Revenue from customers     4,175 4,059
Rental operating and other expenses     (1,967) (1,225)
Depreciation and amortization     (1,989) (1,969)
Interest expense     (1,108) (620)
The Company’s share of net income (loss)     $ (889) $ 245
v3.23.2
Investment In Unconsolidated Entities - Summarized Balance Sheet Data (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Jun. 30, 2022
ASSETS      
Inventories $ 2,254,935 $ 2,239,125  
Cash and cash equivalents 193,203 131,771 $ 127,820
INTANGIBLE ASSET, NET—RELATED PARTY 31,656 40,257  
TOTAL 2,913,903 2,885,784  
LIABILITIES:      
Accounts payable and other liabilities 90,760 94,426  
Redeemable Legacy Interests 589,634 587,733  
Capital (Percentage Interest) 639,116 618,131  
Notes payable, net 621,419 620,651  
Other 83,684 93,086  
Members’ capital 1,908,326 1,868,047  
TOTAL 2,913,903 2,885,784  
The Company’s investment in the Great Park Venture 302,337 331,594  
Great Park Venture      
LIABILITIES:      
The Company’s share of capital in Great Park Venture 198,636 216,313  
Unamortized basis difference 62,109 72,713  
The Company’s investment in the Great Park Venture 260,745 289,026  
Gateway Commercial Venture      
LIABILITIES:      
The Company’s investment in the Great Park Venture 40,028 40,695  
Great Park Venture      
ASSETS      
Inventories 435,920 605,893  
Cash and cash equivalents 140,889 149,326  
Other assets 167,010 43,955  
TOTAL 743,819 799,174  
LIABILITIES:      
Accounts payable and other liabilities 173,420 156,085  
Redeemable Legacy Interests 40,705 66,254  
Capital (Percentage Interest) 529,694 576,835  
TOTAL 743,819 799,174  
Gateway Commercial Venture      
ASSETS      
INTANGIBLE ASSET, NET—RELATED PARTY 80,834 82,797  
Cash 5,081 4,244  
Other assets 4,639 4,588  
TOTAL 90,554 91,629  
LIABILITIES:      
Notes payable, net 29,418 29,418  
Other 7,764 7,951  
Members’ capital 53,372 54,260  
TOTAL $ 90,554 $ 91,629  
v3.23.2
Noncontrolling Interests - Additional Information (Details)
shares in Millions, $ in Millions
6 Months Ended 12 Months Ended
Jun. 30, 2023
USD ($)
class
Dec. 31, 2019
USD ($)
shares
Dec. 31, 2022
USD ($)
Noncontrolling Interest [Line Items]      
Holding period for right to exchange 12 months    
Right to exchange, conversion ratio 1    
Redeemable noncontrolling interest, common stock class C units $ 25.0   $ 25.0
San Francisco Venture      
Noncontrolling Interest [Line Items]      
Issuance of Class C common shares (in shares) | shares   25.0  
Proceeds from issuance of redeemable noncontrolling interest   $ 25.0  
Maximum amount payable, class C units   25.0  
Infrastructure development costs   25.0  
San Francisco Venture | Maximum      
Noncontrolling Interest [Line Items]      
Authorized contribution amount   $ 25.0  
The San Francisco Venture      
Noncontrolling Interest [Line Items]      
Holding period for right to exchange 12 months    
Right to exchange, conversion ratio 1    
Number of classes of membership units | class 3    
Unitholder request for redemption, minimum ownership 50.10%    
Conversion of Class B Common Shares Into Class A Common Shares      
Noncontrolling Interest [Line Items]      
Conversion of common shares, ratio 0.0003    
Five Point Operating Company, LLC      
Noncontrolling Interest [Line Items]      
Noncontrolling interest percentage of outstanding common units 37.40%    
Five Point Operating Company, LLC | Class A Units | Affiliated Entity      
Noncontrolling Interest [Line Items]      
Ownership percentage of outstanding common units 62.60%    
Five Point Operating Company, LLC | Class B Units | Affiliated Entity      
Noncontrolling Interest [Line Items]      
Ownership percentage of outstanding common units 100.00%    
v3.23.2
Noncontrolling Interests - Schedule of Tax Distributions (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Noncontrolling Interest [Line Items]        
Total tax distributions     $ 1,974 $ 435
Five Point Operating Company, LLC        
Noncontrolling Interest [Line Items]        
Total tax distributions $ 0 $ 0 1,974 435
Management Partner | Five Point Operating Company, LLC        
Noncontrolling Interest [Line Items]        
Total tax distributions 0 0 1,974 435
Other partners (excluding the Holding Company) | Five Point Operating Company, LLC        
Noncontrolling Interest [Line Items]        
Total tax distributions $ 0 $ 0 $ 0 $ 0
v3.23.2
Consolidated Variable Interest Entity (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Variable Interest Entity [Line Items]    
Combined assets $ 2,913,903 $ 2,885,784
Inventories 2,254,935 2,239,125
Combined liabilities 980,577 992,737
Other 83,684 93,086
Intangibles 31,656 40,257
Accounts payable and other liabilities 90,760 94,426
Related Party    
Variable Interest Entity [Line Items]    
OTHER ASSETS 89,933 97,126
Other $ 83,684 93,086
San Francisco Venture    
Variable Interest Entity [Line Items]    
Distributions 99.00%  
Variable Interest Entity, Primary Beneficiary | San Francisco Venture    
Variable Interest Entity [Line Items]    
Combined assets $ 1,340,000 1,310,000
Inventories 1,340,000 1,310,000
Combined liabilities 67,300 67,300
Other 59,000 63,000
Variable Interest Entity, Primary Beneficiary | San Francisco Venture | Related Party    
Variable Interest Entity [Line Items]    
OTHER ASSETS 900 800
Variable Interest Entity, Primary Beneficiary | FP LP And FPL    
Variable Interest Entity [Line Items]    
Combined assets 1,100,000 1,100,000
Inventories 918,500 927,900
Combined liabilities 71,800 77,200
Other 4,900 6,700
Intangibles 31,700 40,300
Accounts payable and other liabilities 66,800 70,500
Variable Interest Entity, Primary Beneficiary | FP LP And FPL | Related Party    
Variable Interest Entity [Line Items]    
OTHER ASSETS $ 73,800 $ 79,900
v3.23.2
Intangible Asset, Net - Related Party (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]          
Gross carrying amount $ 129,705,000   $ 129,705,000   $ 129,705,000
Accumulated amortization (98,049,000)   (98,049,000)   (89,448,000)
Net book value 31,656,000   31,656,000   $ 40,257,000
Amortization expense $ 8,000,000 $ 0 $ 8,600,000 $ 0  
v3.23.2
Related Party Transactions - Related Party Assets and Liabilities (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Related Party Transaction [Line Items]    
Related party liabilities $ 83,684 $ 93,086
Related Party    
Related Party Transaction [Line Items]    
Other assets 89,933 97,126
Related party liabilities 83,684 93,086
Related Party | Contract Assets    
Related Party Transaction [Line Items]    
Other assets 73,826 79,863
Related Party | Operating Lease    
Related Party Transaction [Line Items]    
Other assets 15,245 16,425
Related party liabilities 11,776 12,535
Related Party | Other    
Related Party Transaction [Line Items]    
Other assets 862 838
Related party liabilities 1,169 336
Related Party | Reimbursement obligation    
Related Party Transaction [Line Items]    
Related party liabilities 58,998 62,990
Related Party | Payable to holders of Management Company’s Class B interests    
Related Party Transaction [Line Items]    
Related party liabilities 4,116 6,700
Related Party | Accrued advisory fees    
Related Party Transaction [Line Items]    
Related party liabilities $ 7,625 $ 10,525
v3.23.2
Related Party Transactions - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Related Party Transaction [Line Items]          
Revenues $ 21,349 $ 5,393 $ 27,050 $ 10,279  
Equity Method Investee          
Related Party Transaction [Line Items]          
Revenue from customers     24,600    
Distribution to certain interest holders, aggregate 2,600   2,600    
Equity Method Investee | Legacy Incentive Compensation Receivable          
Related Party Transaction [Line Items]          
Revenue from customers     $ 2,600    
Equity Method Investee | Legacy Incentive Compensation Receivable | Great Park Venture          
Related Party Transaction [Line Items]          
Percentage of distributions during initial term     9.00%    
Percentage of distributions after initial term     6.75%    
Equity Method Investee | Contract Assets - Non-Legacy Incentive Compensation Receivable          
Related Party Transaction [Line Items]          
Revenue from customers     $ 22,000    
Related Party          
Related Party Transaction [Line Items]          
Other assets 89,933   89,933   $ 97,126
Related Party | Management services          
Related Party Transaction [Line Items]          
Revenues 20,774 2,703 25,010 6,250  
Related Party | Legacy Incentive Compensation Receivable          
Related Party Transaction [Line Items]          
Other assets 71,500   71,500   $ 77,400
Related Party | Development Management Agreement | Management services          
Related Party Transaction [Line Items]          
Revenues $ 20,700 $ 2,600 $ 24,800 $ 6,000  
v3.23.2
Notes Payable, Net - Table of Notes Payable (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Debt Instrument [Line Items]    
Promissory note issued $ 621,419 $ 620,651
Unamortized debt issuance costs and discount $ (3,581) (4,349)
7.875% Senior Notes due 2025 | Senior Notes    
Debt Instrument [Line Items]    
Interest rate on new notes 7.875%  
Promissory note issued $ 625,000 $ 625,000
v3.23.2
Notes Payable, Net - Additional Information (Details) - USD ($)
$ in Millions
6 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Debt Instrument [Line Items]    
Outstanding letters of credit $ 1.0 $ 1.0
Revolving Credit Facility | Unsecured Debt    
Debt Instrument [Line Items]    
Senior unsecured revolving credit facility, maximum borrowing capacity 125.0  
Long-term line of credit 0.0  
Outstanding letters of credit $ 0.0  
Revolving Credit Facility | Unsecured Debt | Secured Overnight Financing Rate (SOFR)    
Debt Instrument [Line Items]    
Additional basis spread on variable rate 0.10%  
Revolving Credit Facility | Unsecured Debt | Minimum | Secured Overnight Financing Rate (SOFR)    
Debt Instrument [Line Items]    
Basis spread on variable rate 1.75%  
Revolving Credit Facility | Unsecured Debt | Maximum | Secured Overnight Financing Rate (SOFR)    
Debt Instrument [Line Items]    
Basis spread on variable rate 2.00%  
v3.23.2
Tax Receivable Agreement (Details) - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Other Liabilities Disclosure [Abstract]      
Payable pursuant to tax receivable agreement $ 173,208,000   $ 173,068,000
TRA payments $ 0 $ 0  
v3.23.2
Commitments and Contingencies - Supplemental Balance Sheet Information (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Lessee, Lease, Description [Line Items]    
Operating lease right-of-use assets $ 16,156 $ 19,067
Operating lease liabilities 12,597 15,705
Other $ 83,684 $ 93,086
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] OTHER ASSETS OTHER ASSETS
Operating Lease, Liability, Statement of Financial Position [Extensible List] Accounts Payable and Accrued Liabilities, Other Accounts Payable and Accrued Liabilities, Other
Related Party    
Lessee, Lease, Description [Line Items]    
OTHER ASSETS $ 89,933 $ 97,126
Other 83,684 93,086
Related Party | Operating Lease    
Lessee, Lease, Description [Line Items]    
OTHER ASSETS 15,245 16,425
Other $ 11,776 $ 12,535
v3.23.2
Commitments and Contingencies - Additional Information (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Lessee, Lease, Description [Line Items]    
Remaining estimated maximum potential amount of monetary payments subject to guaranty $ 10,200  
Outstanding letters of credit 1,000 $ 1,000
Asset Pledged as Collateral    
Lessee, Lease, Description [Line Items]    
Restricted cash and cash equivalents 1,000 1,000
The San Francisco Venture    
Lessee, Lease, Description [Line Items]    
Guaranty of infrastructure obligations, maximum obligation 198,300 198,300
Surety Bond    
Lessee, Lease, Description [Line Items]    
Outstanding letters of credit $ 307,300 $ 315,000
v3.23.2
Supplemental Cash Flow Information - Supplemental Cash Flow Information (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
SUPPLEMENTAL CASH FLOW INFORMATION:    
Cash paid for interest, all of which was capitalized to inventories $ 25,998 $ 26,146
Noncash lease expense 2,094 2,452
NONCASH INVESTING AND FINANCING ACTIVITIES:    
Adjustment to operating lease right-of-use assets from lease modification (773) 0
Adjustment to liability recognized under TRA $ 140 $ (1,058)
v3.23.2
Supplemental Cash Flow Information - Condensed Cash Flow Information (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Jun. 30, 2022
Dec. 31, 2021
Supplemental Cash Flow Elements [Abstract]        
Cash and cash equivalents $ 193,203 $ 131,771 $ 127,820  
Restricted cash and certificates of deposit 992 992 1,330  
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows $ 194,195 $ 132,763 $ 129,150 $ 266,792
v3.23.2
Segment Reporting - Additional Information (Details)
Jun. 30, 2023
ft²
a
building
Segment Reporting Information [Line Items]  
Square footage of building | ft² 189,000
Number of buildings on campus | building 4
Area of land (in acres) 50
Gateway Commercial Venture  
Segment Reporting Information [Line Items]  
Area of land (in acres) 50
Great Park  
Segment Reporting Information [Line Items]  
Percentage of equity ownership 37.50%
Gateway Commercial Venture  
Segment Reporting Information [Line Items]  
Percentage of equity ownership 75.00%
v3.23.2
Segment Reporting - Revenues and Profit (loss) (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Segment Reporting Information [Line Items]        
Revenues $ 21,349 $ 5,393 $ 27,050 $ 10,279
Profit (Loss) 50,555 (10,972) 40,821 (47,741)
Equity in earnings (losses) from unconsolidated entities 52,128 643 53,176 (389)
Great Park Venture        
Segment Reporting Information [Line Items]        
Equity in earnings (losses) from unconsolidated entities 52,322 207 53,484 (1,094)
Gateway Commercial Venture        
Segment Reporting Information [Line Items]        
Equity in earnings (losses) from unconsolidated entities (455) 100 (667) 184
Operating Segments        
Segment Reporting Information [Line Items]        
Revenues 383,966 32,834 400,421 58,638
Profit (Loss) 173,220 (1,646) 174,081 (8,998)
Corporate and Unallocated        
Segment Reporting Information [Line Items]        
Profit (Loss) (6,981) (8,024) (16,066) (38,943)
Valencia        
Segment Reporting Information [Line Items]        
Revenues 413 2,568 1,716 3,727
Valencia | Operating Segments        
Segment Reporting Information [Line Items]        
Revenues 413 2,568 1,716 3,727
Profit (Loss) (4,538) (2,944) (6,977) (7,771)
San Francisco        
Segment Reporting Information [Line Items]        
Revenues 162 122 324 302
San Francisco | Operating Segments        
Segment Reporting Information [Line Items]        
Revenues 162 122 324 302
Profit (Loss) (885) (814) (1,915) (1,483)
Great Park Venture        
Segment Reporting Information [Line Items]        
Revenues 20,670 2,602 24,799 6,046
Great Park Venture | Operating Segments        
Segment Reporting Information [Line Items]        
Revenues 381,266 27,922 393,995 50,346
Profit (Loss) 179,145 1,878 183,651 (193)
Great Park Venture | Removal of Results of Unconsolidated Entities        
Segment Reporting Information [Line Items]        
Revenues (360,596) (25,320) (369,196) (44,300)
Profit (Loss) (168,157) (1,476) (170,900) 1,355
Commercial        
Segment Reporting Information [Line Items]        
Revenues 104 101 211 204
Commercial | Operating Segments        
Segment Reporting Information [Line Items]        
Revenues 2,125 2,222 4,386 4,263
Profit (Loss) (502) 234 (678) 449
Gateway Commercial Venture | Removal of Results of Unconsolidated Entities        
Segment Reporting Information [Line Items]        
Revenues (2,021) (2,121) (4,175) (4,059)
Profit (Loss) $ 606 $ (133) $ 889 $ (245)
v3.23.2
Segment Reporting - Assets (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Segment Reporting Information [Line Items]    
Assets $ 2,913,903 $ 2,885,784
Add investment balance 302,337 331,594
Great Park Venture    
Segment Reporting Information [Line Items]    
Add investment balance 260,745 289,026
Gateway Commercial Venture    
Segment Reporting Information [Line Items]    
Add investment balance 40,028 40,695
Operating Segments    
Segment Reporting Information [Line Items]    
Assets 3,235,206 3,294,874
Other eliminations    
Segment Reporting Information [Line Items]    
Assets (21) (174)
Corporate and Unallocated    
Segment Reporting Information [Line Items]    
Assets 212,318 152,166
Valencia | Operating Segments    
Segment Reporting Information [Line Items]    
Assets 958,922 972,028
San Francisco | Operating Segments    
Segment Reporting Information [Line Items]    
Assets 1,338,610 1,314,308
Great Park Venture | Operating Segments    
Segment Reporting Information [Line Items]    
Assets 847,120 916,909
Great Park Venture | Removal of Results of Unconsolidated Entities    
Segment Reporting Information [Line Items]    
Assets (743,819) (799,174)
Commercial | Operating Segments    
Segment Reporting Information [Line Items]    
Assets 90,554 91,629
Gateway Commercial Venture | Removal of Results of Unconsolidated Entities    
Segment Reporting Information [Line Items]    
Assets $ (90,554) $ (91,629)
v3.23.2
Share-Based Compensation - Equity Compensation Activity (Details) - Restricted Stock
shares in Thousands
6 Months Ended
Jun. 30, 2023
$ / shares
shares
Share-Based Awards  
Nonvested, beginning balance (in shares) | shares 2,166
Granted (in shares) | shares 3,947
Cancelled (in shares) | shares (906)
Forfeited (in shares) | shares 0
Vested (in shares) | shares (690)
Nonvested, ending balance (in shares) | shares 4,517
Weighted-Average Grant Date Fair Value  
Nonvested, beginning balance (in dollars per share) | $ / shares $ 3.77
Granted (in dollars per share) | $ / shares 1.92
Cancelled (in dollars per share) | $ / shares 2.16
Forfeited (in dollars per share) | $ / shares 0
Vested (in dollars per share) | $ / shares 6.01
Nonvested, ending balance (in dollars per share) | $ / shares $ 2.13
v3.23.2
Share-Based Compensation - Additional Information (Details) - USD ($)
$ in Thousands
1 Months Ended 3 Months Ended 6 Months Ended
Jun. 07, 2023
Jan. 31, 2023
Jan. 31, 2022
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Share-based compensation expense       $ 900 $ 700 $ 1,700 $ 4,800
Estimated fair value at vesting of share-based awards           1,700  
Reacquisition of share based compensation awards for tax-withholding purposes           202 $ 2,736
Common Class A              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Additional shares authorized to be issued (in shares) 7,500,000            
Restructuring Charges              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Share-based compensation expense           3,000  
Selling, General and Administrative Expenses              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Share-based compensation expense           $ 1,800  
Restricted Stock              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Reacquisition of share based compensation awards for tax-withholding purposes   $ 200 $ 2,700        
v3.23.2
Employee Benefit Plans (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Net periodic cost (benefit):        
Interest cost $ 202 $ 136 $ 404 $ 272
Expected return on plan assets (222) (261) (444) (522)
Amortization of net actuarial loss 40 13 81 26
Net periodic cost (benefit) $ 20 $ (112) $ 41 $ (224)
v3.23.2
Income Taxes (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Income Tax Disclosure [Abstract]        
Income tax expense (benefit), other than provision $ 0 $ 0 $ 0 $ 0
Pre-tax income (loss) $ 50,560,000 $ (10,964,000) $ 40,834,000 $ (47,728,000)
v3.23.2
Financial Instruments and Fair Value Measurements and Disclosures (Details) - USD ($)
$ in Millions
Jun. 30, 2023
Dec. 31, 2022
Estimated Fair Value | Fair Value, Inputs, Level 2    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Notes payable $ 566.0 $ 525.5
Carrying Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Notes payable, carrying value $ 621.4 $ 620.7
v3.23.2
Earnings Per Share - Additional Information (Details)
6 Months Ended
Jun. 30, 2023
Common Class B  
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]  
Per share distributions for Class A Common Shareholders 0.03%
v3.23.2
Earnings Per Share - Schedule of Earnings Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Numerator:        
Net income (loss) attributable to the Company $ 23,571 $ (5,111) $ 19,035 $ (22,241)
Adjustments to net income (loss) attributable to the Company 0 23 (13) 129
Net income (loss) attributable to common shareholders 23,571 (5,088) 19,022 (22,112)
Numerator—basic common shares:        
Less: net income allocated to participating securities 132 0 100 0
Allocation of basic net income (loss) among common shareholders 23,439 (5,088) 18,922 (22,112)
Numerator—diluted common shares:        
Reallocation of income (loss) from dilutive potential securities 25,878 (133) 20,917 (536)
Less: net income allocated to participating securities 132 0 100 0
Numerator for diluted net (loss) income available to Class A/B common shareholders $ 49,317 $ (5,221) $ 39,839 $ (22,648)
Performance Restricted Stock Units (RSUs)        
Diluted earnings (loss) per share:        
Anti-dilutive potential securities (in shares) 3,123,408 0 3,123,408 0
Restricted Shares        
Diluted earnings (loss) per share:        
Anti-dilutive potential securities (in shares) 0 572,831 0 803,665
Performance Restricted Shares        
Diluted earnings (loss) per share:        
Anti-dilutive potential securities (in shares) 0 0 0 49,869
Common Class A        
Diluted earnings (loss) per share:        
Anti-dilutive potential securities (in shares) 3,137,134 76,120,180 3,137,134 76,120,180
Common Class A        
Numerator:        
Net income (loss) attributable to common shareholders $ 23,431 $ (5,086) $ 18,915 $ (22,104)
Numerator—diluted common shares:        
Numerator for diluted net (loss) income available to Class A/B common shareholders $ 49,309 $ (5,219) $ 39,832 $ (22,640)
Denominator:        
Basic weighted average Class A/B common shares outstanding (in shares) 68,811,975 68,495,523 68,758,894 68,332,460
Diluted weighted average Class A/B common shares outstanding (in shares) 145,040,689 69,635,563 144,939,450 69,472,500
Basic earnings (loss) per share:        
Class A/B common shares (in dollars per share) $ 0.34 $ (0.07) $ 0.28 $ (0.32)
Diluted earnings (loss) per share:        
Class A/B common shares (in dollars per share) $ 0.34 $ (0.07) $ 0.27 $ (0.33)
Common Class B        
Numerator:        
Net income (loss) attributable to common shareholders $ 8 $ (2) $ 7 $ (8)
Numerator—diluted common shares:        
Numerator for diluted net (loss) income available to Class A/B common shareholders $ 8 $ (2) $ 7 $ (8)
Denominator:        
Basic weighted average Class A/B common shares outstanding (in shares) 79,233,544 79,233,544 79,233,544 79,233,544
Diluted weighted average Class A/B common shares outstanding (in shares) 79,233,544 79,233,544 79,233,544 79,233,544
Basic earnings (loss) per share:        
Class A/B common shares (in dollars per share) $ 0.00 $ (0.00) $ 0.00 $ (0.00)
Diluted earnings (loss) per share:        
Class A/B common shares (in dollars per share) $ 0.00 $ (0.00) $ 0.00 $ (0.00)
v3.23.2
Accumulated Other Comprehensive Loss (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Mar. 31, 2023
Dec. 31, 2022
Mar. 31, 2022
Dec. 31, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]            
Defined benefit pension plan, tax benefits $ 800     $ 800    
Accumulated other comprehensive loss included in noncontrolling interests (1,908,326) $ (1,855,314) $ (1,856,801) (1,868,047) $ (1,865,612) $ (1,900,378)
Total Members’ Capital            
Accumulated Other Comprehensive Income (Loss) [Line Items]            
Unamortized defined benefit pension plan net actuarial losses 2,900     3,000    
Accumulated other comprehensive loss included in noncontrolling interests (639,116) (610,890) $ (614,590) (618,131) $ (615,332) $ (634,424)
AOCI Attributable to Noncontrolling Interest            
Accumulated Other Comprehensive Income (Loss) [Line Items]            
Accumulated other comprehensive loss included in noncontrolling interests 1,800     $ 1,900    
Accumulated Defined Benefit Plans Adjustment, Net Gain (Loss) Attributable to Parent            
Accumulated Other Comprehensive Income (Loss) [Line Items]            
Reclassifications from accumulated other comprehensive loss $ 51 $ 16        

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