0001574197false00015741972024-07-182024-07-18



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
July 18, 2024
Date of report (date of earliest event reported)
FIVE POINT HOLDINGS, LLC
(Exact name of registrant as specified in its charter)
Delaware001-3808827-0599397
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(I.R.S. Employer
Identification No.)
2000 FivePoint
4th Floor
Irvine
California
92618
(Address of Principal Executive Offices)
(Zip code)
(949) 349-1000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol(s)		Name of each exchange
on which registered
Class A common shares
FPHNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐


Item 2.02. Results of Operations and Financial Condition.
On July 18, 2024, Five Point Holdings, LLC issued a press release announcing its results of operations for the three months ended June 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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


SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized.
Date: July 18, 2024
FIVE POINT HOLDINGS, LLC
By:/s/ Michael Alvarado
Name:Michael Alvarado
Title:Chief Operating Officer, Chief Legal Officer, Vice President and Secretary



Exhibit 99.1
Five Point Holdings, LLC Reports Second Quarter 2024 Results
Second Quarter 2024 Highlights
•Great Park Venture sold 105 homesites on 12.3 acres of land for an aggregate purchase price of $96.1 million.
•Great Park Venture distributions and incentive compensation payments to the Company totaled $29.7 million.
•Great Park builder sales of 63 homes during the quarter.
•Valencia builder sales of 84 homes during the quarter.
•Consolidated revenues of $51.2 million; consolidated net income of $38.2 million.
•Cash and cash equivalents of $217.4 million as of June 30, 2024.
•Debt to total capitalization ratio of 20.6% and liquidity of $342.4 million as of June 30, 2024.
Irvine, CA, July 18, 2024 (Business Wire) – Five Point Holdings, LLC (“Five Point” or the “Company”) (NYSE:FPH), an owner and developer of large mixed-use planned communities in California, today reported its second quarter 2024 results.
Dan Hedigan, Chief Executive Officer, said, “We had another strong quarter, with consolidated net income of $38.2 million on revenues of $51.2 million, ending with total cash and cash equivalents of $217.4 million. Although the inflation and interest rate environment remained challenging during the quarter, we continued to see meaningful appreciation in our residential land sale pricing, especially in our Great Park Neighborhoods community where we closed a sale during the quarter at a price of $7.8 million per acre and are seeing current pricing for new land sales move even higher. As we plan for the future of Five Point, our team is focused on perfecting our entitlements at our Valencia and San Francisco communities and continuing to execute on our key priorities: generating revenue, controlling our SG&A, and managing our capital spend. For the second half of 2024, we expect demand in our chronically undersupplied housing markets to remain strong and to drive a strong finish to the year. While we expect a relatively soft third quarter, we expect to close land sales in the fourth quarter in both of our active communities and to end the year with consolidated annual net income of over $100 million and cash and cash equivalents in excess of $300 million.”
Consolidated Results
Liquidity and Capital Resources
As of June 30, 2024, total liquidity of $342.4 million was comprised of cash and cash equivalents totaling $217.4 million and borrowing availability of $125.0 million under our unsecured revolving credit facility. Total capital was $2.0 billion, reflecting $2.9 billion in assets and $0.9 billion in liabilities and redeemable noncontrolling interests.
Results of Operations for the Three Months Ended June 30, 2024
Revenues. Revenues of $51.2 million for the three months ended June 30, 2024 were primarily generated from management services.
Equity in earnings from unconsolidated entities. Equity in earnings from unconsolidated entities was $15.5 million for the three months ended June 30, 2024. The Great Park Venture generated net income of $44.9 million during the three months ended June 30, 2024, and our share of the net income from our 37.5% percentage interest, adjusted for basis differences, was $15.5 million. Additionally, we recognized $0.2 million in earnings from our 10% interest in the Valencia Landbank Venture, offset by $0.2 million in loss from our 75% interest in the Gateway Commercial Venture.
During the three months ended June 30, 2024, the Great Park Venture sold 105 homesites on 12.3 acres of land at the Great Park Neighborhoods for an aggregate purchase price of $96.1 million. After completing the land sale, the Great Park Venture made aggregate distributions of $7.3 million to holders of Legacy Interests and $62.5 million to holders of Percentage Interests. We received $23.4 million for our 37.5% Percentage Interest.
Selling, general, and administrative. Selling, general, and administrative expenses were $12.2 million for the three months ended June 30, 2024.
Net income. Consolidated net income for the quarter was $38.2 million. Net income attributable to noncontrolling interests totaled $23.5 million, resulting in net income attributable to the Company of $14.7 million. Net income attributable to noncontrolling interests represents the portion of income allocated to related party partners and members that hold units of the operating company and the San Francisco Venture. Holders of units of the operating company and the San Francisco Venture can redeem their interests for either, at our election, our Class A common shares on a one-for-one basis or cash. In connection with any redemption or exchange, our
1

ownership of our operating subsidiaries will increase thereby reducing the amount of income allocated to noncontrolling interests in subsequent periods.
Conference Call Information
In conjunction with this release, Five Point will host a conference call on Thursday, July 18, 2024 at 5:00 p.m. Eastern Time. Dan Hedigan, Chief Executive Officer, and Kim Tobler, Chief Financial Officer, will host the call. Interested investors and other parties can listen to a live Internet audio webcast of the conference call that will be available on the Five Point website at ir.fivepoint.com. The conference call can also be accessed by dialing (877) 451-6152 (domestic) or (201) 389-0879 (international). A telephonic replay will be available starting approximately three hours after the end of the call by dialing (844) 512-2921, or for international callers, (412) 317-6671. The passcode for the live call and the replay is 13747738. The telephonic replay will be available until 11:59 p.m. Eastern Time on July 27, 2024.
About Five Point
Five Point, headquartered in Irvine, California, designs and develops large mixed-use planned communities in Orange County, Los Angeles County, and San Francisco County that combine residential, commercial, retail, educational, and recreational elements with public amenities, including civic areas for parks and open space. Five Point’s communities include the Great Park Neighborhoods® in Irvine, Valencia® in Los Angeles County, and Candlestick® and The San Francisco Shipyard® in the City of San Francisco. These communities are designed to include up to approximately 40,000 residential homes and up to approximately 23 million square feet of commercial space.
Forward-Looking Statements
This press release contains forward-looking statements that are subject to risks and uncertainties. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. When used, the words “anticipate,” “believe,” “expect,” “intend,” “may,” “might,” “plan,” “estimate,” “project,” “should,” “will,” “would,” “result” and similar expressions that do not relate solely to historical matters are intended to identify forward-looking statements. Forward-looking statements include, among others, statements that refer to: our expectations of our future home sales and/or builder sales; the impact of inflation and interest rates; our future revenues, costs and financial performance, including with respect to cash generation and profitability; and future demographics and market conditions, including housing supply levels, in the areas where our communities are located. We caution you that any forward-looking statements included in this press release are based on our current views and information currently available to us. Forward-looking statements are subject to risks, trends, uncertainties and factors that are beyond our control. Some of these risks and uncertainties are described in more detail in our filings with the SEC, including our Annual Report on Form 10-K, under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. We caution you therefore against relying on any of these forward-looking statements. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. They are based on estimates and assumptions only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes, except as required by applicable law.
Investor Relations:
Kim Tobler, 949-425-5211
Kim.Tobler@fivepoint.com
or
Media:
Eric Morgan, 949-349-1088
Eric.Morgan@fivepoint.com
Source: Five Point Holdings, LLC
2

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,
 2024202320242023
REVENUES:
Land sales
$307 $16 $842 $(9)
Land sales—related party
3 (29)— 595 
Management services—related party
50,279 20,774 59,005 25,010 
Operating properties
603 588 1,280 1,454 
Total revenues
51,192 21,349 61,127 27,050 
COSTS AND EXPENSES:
Land sales
— — — — 
Management services
11,315 9,682 15,211 12,048 
Operating properties
1,878 1,798 2,868 2,970 
Selling, general, and administrative
12,186 12,710 25,102 26,462 
Total costs and expenses
25,379 24,190 43,181 41,480 
OTHER INCOME (EXPENSE):
Interest income
2,755 1,293 5,980 2,129 
Miscellaneous
26 (20)(5,881)(41)
Total other income2,781 1,273 99 2,088 
EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES15,498 52,128 33,084 53,176 
INCOME BEFORE INCOME TAX PROVISION44,092 50,560 51,129 40,834 
INCOME TAX PROVISION(5,865)(5)(6,819)(13)
NET INCOME38,227 50,555 44,310 40,821 
LESS NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS23,505 26,984 27,262 21,786 
NET INCOME ATTRIBUTABLE TO THE COMPANY$14,722 $23,571 $17,048 $19,035 
NET INCOME ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE
Basic
$0.21 $0.34 $0.25 $0.28 
Diluted
$0.21 $0.34 $0.24 $0.27 
WEIGHTED AVERAGE CLASS A SHARES OUTSTANDING
Basic
69,239,296 68,811,975 69,148,940 68,758,894 
Diluted
145,936,206 145,040,689 145,906,521 144,939,450 
NET INCOME ATTRIBUTABLE TO THE COMPANY PER CLASS B SHARE
Basic and diluted
$0.00 $0.00 $0.00 $0.00 
WEIGHTED AVERAGE CLASS B SHARES OUTSTANDING
Basic and diluted 79,233,544 79,233,544 79,233,544 79,233,544 

3

FIVE POINT HOLDINGS, LLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except shares)
(Unaudited)
 
June 30, 2024December 31, 2023
ASSETS
INVENTORIES
$2,292,264 $2,213,479 
INVESTMENT IN UNCONSOLIDATED ENTITIES
237,777 252,816 
PROPERTIES AND EQUIPMENT, NET
29,359 29,145 
INTANGIBLE ASSET, NET—RELATED PARTY
13,728 25,270 
CASH AND CASH EQUIVALENTS
217,387 353,801 
RESTRICTED CASH AND CERTIFICATES OF DEPOSIT
992 992 
RELATED PARTY ASSETS
120,551 83,970 
OTHER ASSETS
8,081 9,815 
TOTAL
$2,920,139 $2,969,288 
LIABILITIES AND CAPITAL
LIABILITIES:
Notes payable, net
$524,104 $622,186 
Accounts payable and other liabilities
83,267 81,649 
Related party liabilities
74,173 78,074 
Deferred income tax liability, net
12,917 7,067 
Payable pursuant to tax receivable agreement
173,351 173,208 
Total liabilities
867,812 962,184 
REDEEMABLE NONCONTROLLING INTEREST25,000 25,000 
CAPITAL:
Class A common shares; No par value; Issued and outstanding: June 30, 2024—69,358,504 shares; December 31, 2023—69,199,938 shares
Class B common shares; No par value; Issued and outstanding: June 30, 2024—79,233,544 shares; December 31, 2023—79,233,544 shares
Contributed capital
593,211 591,606 
Retained earnings
105,828 88,780 
Accumulated other comprehensive loss
(2,321)(2,332)
Total members’ capital
696,718 678,054 
Noncontrolling interests
1,330,609 1,304,050 
Total capital
2,027,327 1,982,104 
TOTAL
$2,920,139 $2,969,288 


4

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


Liquidity
June 30, 2024
Cash and cash equivalents$217,387 
Borrowing capacity(1)
125,000 
Total liquidity$342,387 
(1) As of June 30, 2024, no borrowings or letters of credit were outstanding on the Company’s $125.0 million revolving credit facility.

Debt to Total Capitalization and Net Debt to Total Capitalization
June 30, 2024
Debt(1)
$524,994 
Total capital2,027,327 
Total capitalization$2,552,321 
Debt to total capitalization20.6 %
Debt(1)
$524,994 
Less: Cash and cash equivalents217,387 
Net debt307,607 
Total capital2,027,327 
Total net capitalization$2,334,934 
Net debt to total capitalization(2)
13.2 %
(1) For purposes of this calculation, debt is the amount due on the Company’s notes payable before offsetting for capitalized deferred financing costs.
(2) Net debt to total capitalization is a non-GAAP financial measure defined as net debt (debt less cash and cash equivalents) divided by total net capitalization (net debt plus total capital). The Company believes the ratio of net debt to total capitalization is a relevant and a useful financial measure to investors in understanding the leverage employed in the Company’s operations. However, because net debt to total capitalization is not calculated in accordance with GAAP, this financial measure should not be considered in isolation or as an alternative to financial measures prescribed by GAAP. Rather, this non-GAAP financial measure should be used to supplement the Company’s GAAP results.

5


Segment Results
The following tables reconcile the results of operations of our segments to our consolidated results for the three and six months ended June 30, 2024 (in thousands):
Three Months Ended June 30, 2024
ValenciaSan FranciscoGreat ParkCommercial
Total reportable segments
Corporate and unallocatedTotal under management
Removal of unconsolidated entities(1)
Total consolidated
REVENUES:
Land sales$307 $— $134,638 $— $134,945 $— $134,945 $(134,638)$307 
Land sales—related party3 — 4,734 — 4,737 — 4,737 (4,734)3 
Management services—related party(2)
— — 50,151 128 50,279 — 50,279 — 50,279 
Operating properties435 168 — 2,224 2,827 — 2,827 (2,224)603 
Total revenues745 168 189,523 2,352 192,788 — 192,788 (141,596)51,192 
COSTS AND EXPENSES:
Land sales— — 29,016 — 29,016 — 29,016 (29,016)— 
Management services(2)
— — 11,315 — 11,315 — 11,315 — 11,315 
Operating properties1,878 — — 864 2,742 — 2,742 (864)1,878 
Selling, general, and administrative2,515 1,294 2,625 1,019 7,453 8,377 15,830 (3,644)12,186 
Management fees—related party— — 64,470 — 64,470 — 64,470 (64,470)— 
Total costs and expenses4,393 1,294 107,426 1,883 114,996 8,377 123,373 (97,994)25,379 
OTHER INCOME (EXPENSE):
Interest income— 17 1,671 59 1,747 2,738 4,485 (1,730)2,755 
Interest expense— — — (690)(690)— (690)690 — 
Miscellaneous23 — — — 23 3 26 — 26 
Total other income (expense)23 17 1,671 (631)1,080 2,741 3,821 (1,040)2,781 
EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES243 — — — 243 — 243 15,255 15,498 
SEGMENT (LOSS) PROFIT/INCOME BEFORE INCOME TAX PROVISION(3,382)(1,109)83,768 (162)79,115 (5,636)73,479 (29,387)44,092 
INCOME TAX PROVISION— — — — — (5,865)(5,865)— (5,865)
SEGMENT (LOSS) PROFIT/NET INCOME$(3,382)$(1,109)$83,768 $(162)$79,115 $(11,501)$67,614 $(29,387)$38,227 
(1) Represents the removal of the Great Park Venture and Gateway Commercial Venture operating results, which are included in the Great Park segment and Commercial segment operating results at 100% of each venture’s historical basis, respectively, but are not included in our consolidated results as we account for our investment in each venture using the equity method of accounting.
(2) For the Great Park and Commercial segments, represents the revenues and expenses attributable to the management company for providing services to the Great Park Venture and the Gateway Commercial Venture, as applicable.

6


Six Months Ended June 30, 2024
ValenciaSan FranciscoGreat ParkCommercial
Total reportable segments
Corporate and unallocatedTotal under management
Removal of unconsolidated entities(1)
Total consolidated
REVENUES:
Land sales$842 $— $215,456 $— $216,298 $— $216,298 $(215,456)$842 
Land sales—related party— — 16,625 — 16,625 — 16,625 (16,625)— 
Management services—related party(2)
— — 58,764 241 59,005 — 59,005 — 59,005 
Operating properties944 336 — 4,773 6,053 — 6,053 (4,773)1,280 
Total revenues1,786 336 290,845 5,014 297,981 — 297,981 (236,854)61,127 
COSTS AND EXPENSES:
Land sales— — 58,974 — 58,974 — 58,974 (58,974)— 
Management services(2)
— — 15,211 — 15,211 — 15,211 — 15,211 
Operating properties2,868 — — 1,840 4,708 — 4,708 (1,840)2,868 
Selling, general, and administrative5,709 2,429 5,564 2,048 15,750 16,964 32,714 (7,612)25,102 
Management fees—related party— — 72,632 — 72,632 — 72,632 (72,632)— 
Total costs and expenses8,577 2,429 152,381 3,888 167,275 16,964 184,239 (141,058)43,181 
OTHER INCOME (EXPENSE):
Interest income— 32 3,150 93 3,275 5,948 9,223 (3,243)5,980 
Interest expense— — — (1,384)(1,384)— (1,384)1,384 — 
Miscellaneous47 — — — 47 (5,928)(5,881)— (5,881)
Total other income (expense)47 32 3,150 (1,291)1,938 20 1,958 (1,859)99 
EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES259 — — — 259 — 259 32,825 33,084 
SEGMENT (LOSS) PROFIT/INCOME BEFORE INCOME TAX PROVISION(6,485)(2,061)141,614 (165)132,903 (16,944)115,959 (64,830)51,129 
INCOME TAX PROVISION— — — — — (6,819)(6,819)— (6,819)
SEGMENT (LOSS) PROFIT/NET INCOME$(6,485)$(2,061)$141,614 $(165)$132,903 $(23,763)$109,140 $(64,830)$44,310 
(1) Represents the removal of the Great Park Venture and Gateway Commercial Venture operating results, which are included in the Great Park segment and Commercial segment operating results at 100% of each venture’s historical basis, respectively, but are not included in our consolidated results as we account for our investments in each venture using the equity method of accounting.
(2) For the Great Park and Commercial segments, represents the revenues and expenses attributable to the management company for providing services to the Great Park Venture and the Gateway Commercial Venture, as applicable.

The table below reconciles the Great Park segment results to the equity in earnings 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, 2024 (in thousands):
Three Months Ended June 30, 2024Six Months Ended June 30, 2024
Segment profit from operations$83,768 $141,614 
Less net income of management company attributed to the Great Park segment38,836 43,553 
Net income of the Great Park Venture44,932 98,061 
The Company’s share of net income of the Great Park Venture16,850 36,773 
Basis difference amortization, net(1,377)(3,643)
Equity in earnings from the Great Park Venture$15,473 $33,130 
7

The table below reconciles the Commercial segment results to the equity in loss from our investment in the Gateway Commercial Venture that is reflected in the condensed consolidated statements of operations for the three and six months ended June 30, 2024 (in thousands):
Three Months Ended June 30, 2024Six Months Ended June 30, 2024
Segment loss from operations$(162)$(165)
Less net income of management company attributed to the Commercial segment128 241 
Net loss of the Gateway Commercial Venture(290)(406)
Equity in loss from the Gateway Commercial Venture$(218)$(305)

8
v3.24.2
Cover
Jul. 18, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jul. 18, 2024
Entity Registrant Name FIVE POINT HOLDINGS, LLC
Entity Incorporation, State or Country Code DE
Entity File Number 001-38088
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
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A common shares
Trading Symbol FPH
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001574197
Amendment Flag false
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