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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 September 30, 2024
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 October 11, 2024, 69,358,504 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; the impact of inflation and interest rates; future demographics and market conditions, including housing supply levels, 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:
•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;
•uncertainties and risks related to public health issues such as a major epidemic or pandemic;
•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, 2023, 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)
September 30, 2024December 31, 2023
ASSETS
INVENTORIES
$2,340,031 $2,213,479 
INVESTMENT IN UNCONSOLIDATED ENTITIES
210,763 252,816 
PROPERTIES AND EQUIPMENT, NET
29,466 29,145 
INTANGIBLE ASSET, NET—RELATED PARTY
11,535 25,270 
CASH AND CASH EQUIVALENTS
224,521 353,801 
RESTRICTED CASH AND CERTIFICATES OF DEPOSIT
992 992 
RELATED PARTY ASSETS
121,829 83,970 
OTHER ASSETS
10,327 9,815 
TOTAL
$2,949,464 $2,969,288 
LIABILITIES AND CAPITAL
LIABILITIES:
Notes payable, net
$524,909 $622,186 
Accounts payable and other liabilities
100,135 81,649 
Related party liabilities
72,618 78,074 
Deferred income tax liability, net
14,382 7,067 
Payable pursuant to tax receivable agreement
173,351 173,208 
Total liabilities
885,395 962,184 
COMMITMENTS AND CONTINGENT LIABILITIES (Note 11)
REDEEMABLE NONCONTROLLING INTEREST
25,000 25,000 
CAPITAL:
Class A common shares; No par value; Issued and outstanding: September 30, 2024—69,358,504 shares; December 31, 2023—69,199,938 shares
Class B common shares; No par value; Issued and outstanding: September 30, 2024—79,233,544 shares; December 31, 2023—79,233,544 shares
Contributed capital
594,204 591,606 
Retained earnings
110,584 88,780 
Accumulated other comprehensive loss
(2,313)(2,332)
Total members’ capital
702,475 678,054 
Noncontrolling interests
1,336,594 1,304,050 
Total capital
2,039,069 1,982,104 
TOTAL
$2,949,464 $2,969,288 

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 September 30,Nine Months Ended September 30,
2024202320242023
REVENUES:
Land sales
$372 $60,694 $1,214 $60,685 
Land sales—related party
— — — 595 
Management services—related party
16,030 4,502 75,035 29,512 
Operating properties
611 727 1,891 2,181 
Total revenues
17,013 65,923 78,140 92,973 
COSTS AND EXPENSES:
Land sales
— 38,967 — 38,967 
Management services
4,256 2,371 19,467 14,419 
Operating properties
1,231 1,351 4,099 4,321 
Selling, general, and administrative
11,911 11,938 37,013 38,400 
Total costs and expenses
17,398 54,627 60,579 96,107 
OTHER INCOME (EXPENSE):
Interest income
2,595 2,413 8,575 4,542 
Miscellaneous
24 1,074 (5,857)1,033 
Total other income2,619 3,487 2,718 5,575 
EQUITY IN EARNINGS (LOSS) FROM UNCONSOLIDATED ENTITIES11,987 (622)45,071 52,554 
INCOME BEFORE INCOME TAX PROVISION14,221 14,161 65,350 54,995 
INCOME TAX PROVISION(1,886)(3)(8,705)(16)
NET INCOME12,335 14,158 56,645 54,979 
LESS NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS7,579 7,555 34,841 29,341 
NET INCOME ATTRIBUTABLE TO THE COMPANY$4,756 $6,603 $21,804 $25,638 
NET INCOME ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE
Basic$0.07 $0.10 $0.31 $0.37 
Diluted
$0.07 $0.09 $0.31 $0.37 
WEIGHTED AVERAGE CLASS A SHARES OUTSTANDING
Basic69,279,028 68,865,783 69,192,620 68,794,915 
Diluted
146,565,417 145,312,266 146,394,307 145,064,113 
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 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
(In thousands)
(Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
NET INCOME $12,335 $14,158 $56,645 $54,979 
OTHER COMPREHENSIVE INCOME:
Reclassification of actuarial loss on defined benefit pension plan included in net income14 41 41 122 
Other comprehensive income before taxes
14 41 41 122 
INCOME TAX PROVISION RELATED TO OTHER COMPREHENSIVE INCOME
(1)— (5)— 
OTHER COMPREHENSIVE INCOME—Net of tax
13 41 36 122 
COMPREHENSIVE INCOME12,348 14,199 56,681 55,101 
LESS COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS7,584 7,571 34,856 29,387 
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY$4,764 $6,628 $21,825 $25,714 

See accompanying notes to unaudited condensed consolidated financial statements.


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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 - June 30, 202469,358,504 79,233,544 $593,211 $105,828 $(2,321)$696,718 $1,330,609 $2,027,327 
Net income— — — 4,756 — 4,756 7,579 12,335 
Share-based compensation expense
— — 993 — — 993 — 993 
Other comprehensive income—net of tax of $1
— — — — 8 8 5 13 
Tax distributions to noncontrolling interests— — — — — — (1,599)(1,599)
BALANCE - September 30, 202469,358,504 79,233,544 $594,204 $110,584 $(2,313)$702,475 $1,336,594 $2,039,069 
BALANCE - June 30, 202369,199,938 79,233,544 $589,634 $52,421 $(2,939)$639,116 $1,269,210 $1,908,326 
Net income— — — 6,603 — 6,603 7,555 14,158 
Share-based compensation expense
— — 917 — — 917 — 917 
Other comprehensive income—net of tax of $0
— — — — 25 25 16 41 
Tax distributions to noncontrolling interests— — — — — — (2,059)(2,059)
BALANCE - September 30, 202369,199,938 79,233,544 $590,551 $59,024 $(2,914)$646,661 $1,274,722 $1,921,383 


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, 202369,199,938 79,233,544 $591,606 $88,780 $(2,332)$678,054 $1,304,050 $1,982,104 
Net income— — — 21,804 — 21,804 34,841 56,645 
Share-based compensation expense
— — 2,809 — — 2,809 — 2,809 
Reacquisition of share-based compensation awards for tax-withholding purposes
(282,883)— (823)— — (823)— (823)
Issuance of share-based compensation awards158,940 — — — — — — — 
Settlement of restricted share units for Class A common shares
282,509 — — — — — — — 
Other comprehensive income—net of tax of $5
— — — — 21 21 15 36 
Tax distributions to noncontrolling interests— — — — — — (1,599)(1,599)
Adjustment to liability recognized under tax receivable agreement—net of tax of $40
— — (103)— — (103)— (103)
Adjustment of noncontrolling interest in the Operating Company
— — 715 — (2)713 (713)— 
BALANCE - September 30, 202469,358,504 79,233,544 $594,204 $110,584 $(2,313)$702,475 $1,336,594 $2,039,069 
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— — — 25,638 — 25,638 29,341 54,979 
Share-based compensation expense
— — 2,610 — — 2,610 — 2,610 
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
— — — — 76 76 46 122 
Tax distributions to noncontrolling interests— — — — — — (4,033)(4,033)
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 - September 30, 202369,199,938 79,233,544 $590,551 $59,024 $(2,914)$646,661 $1,274,722 $1,921,383 

See accompanying notes to unaudited condensed consolidated financial statements.

5
FIVE POINT HOLDINGS, LLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months Ended September 30,
20242023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income$56,645 $54,979 
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Equity in earnings from unconsolidated entities(45,071)(52,554)
Return on investment from Great Park Venture45,218 52,736 
Deferred income taxes7,350 — 
Depreciation and amortization16,088 13,077 
Share-based compensation2,809 2,610 
Changes in operating assets and liabilities:
Inventories(123,540)(12,245)
Related party assets(39,717)4,244 
Other assets(579)3,581 
Accounts payable and other liabilities18,641 5,893 
Related party liabilities(5,456)(7,257)
Net cash (used in) provided by operating activities(67,612)65,064 
CASH FLOWS FROM INVESTING ACTIVITIES:
Return of investment from Great Park Venture40,999 29,028 
Return of investment from Valencia Landbank Venture890 918 
Purchase of properties and equipment(681)— 
Net cash provided by investing activities41,208 29,946 
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of financing costs(454)— 
Related party reimbursement obligation— (4,282)
Reacquisition of share-based compensation awards for tax-withholding purposes(823)(202)
Repayments of notes payable(100,000)— 
Tax distributions to noncontrolling interests(1,599)(4,033)
Net cash used in financing activities(102,876)(8,517)
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH(129,280)86,493 
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period354,793 132,763 
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period$225,513 $219,256 
SUPPLEMENTAL CASH FLOW INFORMATION (Note 12)
See accompanying notes to unaudited condensed consolidated financial statements.

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FIVE POINT HOLDINGS, LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.    BUSINESS AND ORGANIZATION
Five Point Holdings, LLC, a Delaware limited liability company (the “Holding Company” and, together with its consolidated subsidiaries, the “Company”), is an owner and developer of mixed-use 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. As disclosed in an Amendment No. 1 to Schedule 13D filed on October 10, 2024, affiliates of Castlelake have entered into a share purchase agreement (the “Share Purchase Agreement”) with GFFP Holdings, LLC ("GFFP"), pursuant to which Castlelake has agreed to sell its Class A and Class B common shares, as well as its equity interests in the Operating Company and the San Francisco Venture to GFFP. The sale is expected to close once the conditions to closing set forth in the Share Purchase Agreement are satisfied. The diagram below presents a simplified depiction of the Company’s organizational structure as of September 30, 2024:
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 September 30, 2024, 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

7
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 October 11, 2024 ($4.01), the equity market capitalization of the Company was approximately $595.9 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”), previously consisted of 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, all of which had been distributed as of September 30, 2024 (See Note 4), as a result of which, the Legacy Interests are no longer deemed to be outstanding. 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, 2023. 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 nine months ended September 30, 2024 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 income (expense)—Miscellaneous other income (expense) consisted of the following (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Net periodic pension benefit (cost)$24 $(21)$71 $(62)
Other(1)
— 1,095 (5,928)1,095 
Total miscellaneous other income (expense)$24 $1,074 $(5,857)$1,033 
(1) In January 2024, the Company settled an exchange offer on its $625.0 million 7.875% Senior Notes (see Note 9). For the nine months ended September 30, 2024, the Company incurred $5.9 million in third party costs related to the debt modification, which is included in other in the table above.
Recently issued accounting pronouncements—In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which primarily requires expanded disclosure of significant segment expenses and other segment items on an annual and interim basis. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The standard will be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the effect of this update on the Company’s financial statement disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which primarily requires expanded disclosures for income taxes paid and the effective tax rate reconciliation. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retrospective basis. The Company is currently evaluating the effect of this update on the Company’s financial statement disclosures.

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3.    REVENUES
The following tables present the Company’s consolidated revenues disaggregated by revenue source and reporting segment (in thousands):
Three Months Ended September 30, 2024Nine Months Ended September 30, 2024
Valencia San Francisco
Great Park(1)
Commercial(1)
TotalValencia San Francisco
Great Park(1)
Commercial(1)
Total
Land sales and land sales—related party
$372 $— $— $— $372 $1,214 $— $— $— $1,214 
Management services—related party
— — 15,915 115 16,030 — — 74,679 356 75,035 
Operating properties128 — — — 128 371 — — — 371 
500 — 15,915 115 16,530 1,585 — 74,679 356 76,620 
Operating properties leasing revenues312 171 — — 483 1,013 507 — — 1,520 
$812 $171 $15,915 $115 $17,013 $2,598 $507 $74,679 $356 $78,140 

Three Months Ended September 30, 2023Nine Months Ended September 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
$60,694 $— $— $— $60,694 $61,280 $— $— $— $61,280 
Management services—related party
— — 4,392 110 4,502 — — 29,191 321 29,512 
Operating properties250 — — — 250 749 — — — 749 
60,944 — 4,392 110 65,446 62,029 — 29,191 321 91,541 
Operating properties leasing revenues312 165 — — 477 943 489 — — 1,432 
$61,256 $165 $4,392 $110 $65,923 $62,972 $489 $29,191 $321 $92,973 
(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 nine months ended September 30, 2024 were $72.1 million ($69.1 million related party, see Note 8) and $110.0 million ($108.8 million related party, see Note 8), respectively. The net increase of $37.9 million for the nine months ended September 30, 2024 between the opening and closing balances of the Company’s contract assets primarily resulted from additional incentive compensation revenue recognized during the period that resulted from changes in the estimated constrained transaction price of the Company’s amended and restated development management agreement (“A&R DMA”) with the Great Park Venture (see Note 8) partially offset by the receipt of marketing fees from homebuilders from prior period land sales and the receipt of $25.1 million in incentive compensation payments from the Great Park Venture.
The opening and closing balances of the Company’s contract assets for the nine months ended September 30, 2023 were $86.5 million ($79.9 million related party, see Note 8) and $79.7 million ($75.6 million related party, see Note 8), respectively. The decrease of $6.8 million for the nine months ended September 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 A&R DMA with the Great Park Venture (see Note 8).
The opening and closing balances of the Company’s other receivables from contracts with customers and contract liabilities for the nine months ended September 30, 2024 and 2023 were insignificant.

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4.    INVESTMENT IN UNCONSOLIDATED ENTITIES
Great Park Venture
The Great Park Venture previously had two classes of membership interests—“Percentage Interests” and “Legacy Interests.” The Operating Company owned 37.5% of the Great Park Venture’s Percentage Interests as of September 30, 2024. Legacy Interest holders were entitled to receive priority distributions in an aggregate amount equal to $476.0 million, which were satisfied as of December 31, 2021, and up to an additional $89.0 million from participation in subsequent distributions.
During the nine months ended September 30, 2024, the Great Park Venture made aggregate distributions of $18.1 million to holders of Legacy Interests and $229.9 million to holders of Percentage Interests. The Company received $86.2 million for its 37.5% Percentage Interest. With the distributions to the holders of Legacy Interests during the nine months ended September 30, 2024, the Great Park Venture fully satisfied the $89.0 million maximum participating Legacy Interest distribution rights, as a result of which, the Legacy Interests are no longer deemed to be outstanding.
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 nine months ended September 30, 2024, the Great Park Venture recognized $19.8 million in land sale revenues to related parties of the Company and $273.7 million in land sale revenues to third parties.
During the nine months ended September 30, 2023, the Great Park Venture recognized $9.4 million in land sale revenues to related parties of the Company and $363.1 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.
The following table summarizes the statements of operations of the Great Park Venture for the nine months ended September 30, 2024 and 2023 (in thousands):
Nine Months Ended September 30,
20242023
Land sale and related party land sale revenues$293,593 $372,472 
Cost of land sales
(67,062)(165,749)
Other costs and expenses
(95,068)(37,204)
Net income of Great Park Venture$131,463 $169,519 
The Company’s share of net income$49,299 $63,570 
Basis difference amortization, net(4,081)(10,498)
Equity in earnings from Great Park Venture$45,218 $53,072 

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The following table summarizes the balance sheet data of the Great Park Venture and the Company’s investment balance as of September 30, 2024 and December 31, 2023 (in thousands):
September 30, 2024December 31, 2023
Inventories
$318,182 $391,352 
Cash and cash equivalents
58,120 61,054 
Contract assets, receivables and other assets, net215,327 166,793 
Total assets
$591,629 $619,199 
Accounts payable and other liabilities
$273,801 $184,847 
Redeemable Legacy Interests
— 18,075 
Capital (Percentage Interest)
317,828 416,277 
Total liabilities and capital
$591,629 $619,199 
The Company’s share of capital in Great Park Venture
$119,187 $156,105 
Unamortized basis difference
53,600 57,681 
The Company’s investment in the Great Park Venture
$172,787 $213,786 

Gateway Commercial Venture
The Company owned a 75% interest in the Gateway Commercial Venture as of September 30, 2024. 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 nine months ended September 30, 2024 and 2023, the Gateway Commercial Venture recognized $7.0 million and $6.3 million, respectively, in rental revenues from those leasing arrangements.
The following table summarizes the statements of operations of the Gateway Commercial Venture for the nine months ended September 30, 2024 and 2023 (in thousands):
Nine Months Ended September 30,
20242023
Rental revenues$7,002 $6,329 
Rental operating and other expenses(2,735)(2,875)
Depreciation and amortization (3,011)(2,982)
Interest expense(2,078)(1,829)
Net loss of Gateway Commercial Venture$(822)$(1,357)
Equity in loss from Gateway Commercial Venture$(617)$(1,018)

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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 September 30, 2024 and December 31, 2023 (in thousands):
September 30, 2024December 31, 2023
Real estate and related intangible assets, net$73,707 $76,719 
Cash and restricted cash7,349 5,574 
Other assets3,347 3,554 
Total assets$84,403 $85,847 
Notes payable, net$28,693 $28,850 
Other liabilities6,158 6,623 
Members’ capital49,552 50,374 
Total liabilities and capital$84,403 $85,847 
The Company’s investment in the Gateway Commercial Venture$37,164 $37,781 
In August 2023, the Gateway Commercial Venture refinanced its mortgage note, extending the maturity date to August 2025. As a condition of the refinancing, the Company is subject to certain guaranties of the Gateway Commercial Venture’s mortgage note, including an interest and carry guaranty along with a springing guaranty of 50% of the outstanding balance in the event the Gateway Commercial Venture’s leases with either the Company or the affiliate of Lennar are no longer in effect and the Gateway Commercial Venture is unable to meet certain financial covenants.
Valencia Landbank Venture
As of September 30, 2024, 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 September 30, 2024 and December 31, 2023, the Company’s investment in the Valencia Landbank Venture was $0.8 million and $1.2 million, respectively, and the Company recognized $0.5 million and $0.5 million in equity in earnings for the nine months ended September 30, 2024 and 2023, 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 September 30, 2024, 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 (see Note 1) 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.

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During the nine months ended September 30, 2024 and 2023, 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 nine months ended September 30, 2024 and 2023, were as follows (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Management Partner$221 $2,059 $221 $4,033 
Other partners (excluding the Holding Company)1,378 — 1,378 — 
Total tax distributions$1,599 $2,059 $1,599 $4,033 
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 (see Note 1). 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 each of September 30, 2024 and December 31, 2023, $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 September 30, 2024, the San Francisco Venture had total combined assets of $1.41 billion, primarily comprised of $1.40 billion of inventories and $0.9 million in related party assets, and total combined liabilities of $68.9 million, including $61.4 million in related party liabilities.
As of December 31, 2023, the San Francisco Venture had total combined assets of $1.36 billion, primarily comprised of $1.36 billion of inventories and $0.9 million in related party assets, and total combined liabilities of $61.9 million, including $59.4 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’s operating subsidiaries may only be used as collateral for the obligations of the operating subsidiaries. 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 September 30, 2024, FP LP and FPL had combined assets of $1.1 billion, primarily comprised of $935.8 million of inventories, $11.5 million of intangibles and $108.8 million in related party assets, and total combined liabilities of $61.2 million, including $60.3 million in accounts payable and other liabilities and $0.8 million in related party liabilities.
As of December 31, 2023, FP LP and FPL had combined assets of $1.0 billion, primarily comprised of $855.6 million of inventories, $25.3 million of intangibles and $69.1 million in related party assets, and total combined liabilities of $60.0 million, including $57.3 million in accounts payable and other liabilities and $2.7 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 nine months ended September 30, 2024 and 2023, 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.

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The carrying amount and accumulated amortization of the intangible asset as of September 30, 2024 and December 31, 2023 were as follows (in thousands):
September 30, 2024December 31, 2023
Gross carrying amount$129,705 $129,705 
Accumulated amortization(118,170)(104,435)
Net book value$11,535 $25,270 
Intangible asset amortization expense, as a result of revenue recognition attributable to incentive compensation, was $2.2 million and $13.7 million for the three and nine months ended September 30, 2024, respectively, and $0.6 million and $9.2 million for the three and nine months ended September 30, 2023, respectively. 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.

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8.     RELATED PARTY TRANSACTIONS
Related party assets and liabilities included in the Company’s condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023 consisted of the following (in thousands):
September 30, 2024December 31, 2023
Related Party Assets:
Contract assets (see Note 3)
$108,785 $69,068 
Operating lease right-of-use asset (corporate office lease at Five Point Gateway Campus)12,182 14,040 
Other
862 862 
$121,829 $83,970 
Related Party Liabilities:
Reimbursement obligation
$61,387 $59,378 
Payable to holders of Management Company’s Class B interests
— 1,828 
Operating lease liability (corporate office lease at Five Point Gateway Campus)9,687 10,974 
Accrued advisory fees375 4,725 
Other
1,169 1,169 
$72,618 $78,074 
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 a second amendment to the A&R DMA establishing the terms of service through December 31, 2024 (the “First Renewal Term”). In September 2024, the Company and the Great Park Venture entered into a third amendment to the A&R DMA. Under the third amendment, the term of the A&R DMA has been renewed through December 31, 2026 (the “Second Renewal Term”). The compensation payable to the Company during the Second Renewal Term includes a $13.5 million annual fixed base fee beginning in 2025, which reflects an increase from the current $12.0 million annual fixed base fee under the First Renewal Term, and incentive compensation payments. The incentive compensation provisions of the A&R DMA were not changed pursuant to the third amendment. If the A&R DMA is not extended by mutual agreement of the parties beyond December 31, 2026 and the Company is no longer providing management services subsequent to December 31, 2026, the Company will be entitled to 6.75% of distributions paid thereafter.
During the nine months ended September 30, 2024, the Great Park Venture made Legacy Incentive Compensation payments to the Company of $1.8 million and Non-Legacy Incentive Compensation payments of $23.2 million. Upon receiving the Legacy Incentive Compensation payments, the Company distributed the $1.8 million in proceeds to the holders of the Management Company’s Class B interests. As of September 30, 2024, the holders of the Management Company’s Class B interests had no further distribution rights.
At September 30, 2024 and December 31, 2023, included in contract assets in the table above is $106.7 million and $66.1 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 $15.9 million and $74.7 million for the three and nine months ended September 30, 2024, respectively, and $4.4 million and $29.2 million for the three and nine months ended September 30, 2023, respectively.

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9.    NOTES PAYABLE, NET
At September 30, 2024 and December 31, 2023, notes payable, net consisted of the following (in thousands):
September 30, 2024December 31, 2023
10.500% initial rate New Senior Notes due 2028
$523,494 $— 
7.875% Senior Notes due 2025
1,500 625,000 
Unamortized premium1,889 — 
Unamortized debt issuance costs(1,974)(2,814)
$524,909 $622,186 
Senior Notes
The Operating Company and Five Point Capital Corp., a directly wholly owned subsidiary of the Operating Company (the “Co-Issuer” and, together with the Operating Company, the “Issuers”), previously offered, sold and issued $625.0 million aggregate principal amount of 7.875% unsecured senior notes due November 15, 2025 (the “Senior Notes”).
The Senior Notes are guaranteed, jointly and severally, by certain direct and indirect subsidiaries of the Operating Company and are redeemable at the option of the Issuers, in whole or in part, at par, plus accrued and unpaid interest.
On January 16, 2024, the Issuers settled an exchange offer to exchange any and all of the Senior Notes for new 10.500% initial rate senior notes due January 15, 2028 (the “New Senior Notes”). Pursuant to the exchange offer, the Issuers exchanged $623.5 million aggregate principal amount of Senior Notes, which represented 99.76% of the existing Senior Notes outstanding immediately prior to the exchange offer, for $523.5 million aggregate principal amount of New Senior Notes and $100.0 million of aggregate cash consideration, plus accrued interest. The New Senior Notes accrue interest at a rate of 10.500% per annum from and including January 16, 2024 to, but not including, November 15, 2025, 11.000% per annum from and including November 15, 2025 to, but not including, November 15, 2026, and 12.000% per annum from and including November 15, 2026 to, but not including, January 15, 2028. Interest on the New Senior Notes is payable semi-annually on each May 15 and November 15, commencing May 15, 2024. The exchange was accounted for as a debt modification under ASC 470-50 as the terms of the New Senior Notes were not substantially different from the terms of the Senior Notes. Under debt modification accounting, third party costs are expensed as incurred. During the nine months ended September 30, 2024, the Company expensed $5.9 million in third party transaction and advisory costs incurred in connection with the exchange. Debt issuance costs and premium are amortized over the term of the New Senior Notes using the effective interest method. The New Senior Notes are guaranteed, jointly and severally, by certain direct and indirect subsidiaries of the Operating Company and are redeemable at the option of the Issuers, in whole or in part, at a declining call premium as set forth in the indenture governing the New Senior Notes, plus accrued and unpaid interest.
Revolving Credit Facility
The Operating Company has a $125.0 million unsecured revolving credit facility, with $100.0 million of the commitments under the revolving credit facility maturing in July 2027 and the remaining $25.0 million commitment maturing in April 2026. Any borrowings under the revolving credit agreement will bear interest at CME Term Secured Overnight Financing Rate 1 Month increased by 0.10% plus a margin of either 2.25% or 2.50% based on the Company’s leverage ratio. The revolving credit facility includes an accordion feature that allows the Operating Company to increase the maximum aggregate commitments up to $150.0 million, subject to certain conditions, including the receipt of commitments from the lenders. As of September 30, 2024, 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 September 30, 2024 and December 31, 2023, the Company’s condensed consolidated balance sheets included liabilities of $173.4 million and $173.2 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 nine months ended September 30, 2024 or 2023.

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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 September 30, 2024 and December 31, 2023 (in thousands):
September 30, 2024December 31, 2023
Operating lease right-of-use assets ($12,182 and $14,040 related party, respectively)
$13,918 $16,002 
Operating lease liabilities ($9,687 and $10,974 related party, respectively)
$11,502 $12,755 
In addition to operating lease payment guarantees, the Holding Company had other contractual payment guarantees as of September 30, 2024 totaling $6.6 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 of the Company’s development obligations. The Company had outstanding performance bonds of $367.0 million and $306.9 million as of September 30, 2024 and December 31, 2023, 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 September 30, 2024 and December 31, 2023, 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 September 30, 2024 and December 31, 2023, 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 September 30, 2024 and December 31, 2023, 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. 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

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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.
12.    SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental cash flow information for the nine months ended September 30, 2024 and 2023 was as follows (in thousands):
Nine Months Ended September 30,
20242023
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest, all of which was capitalized to inventories$26,549 $26,668 
Cash paid for income taxes, net$2,505 $— 
Noncash lease expense$2,087 $3,086 
NONCASH INVESTING AND FINANCING ACTIVITIES:
Adjustment to operating lease right-of-use assets from lease modification$— $(773)
Adjustment to liability recognized under TRA$143 $140 
Senior Notes due 2025 exchanged for New Senior Notes due 2028 (see Note 9)$523,500 $— 
Noncash lease expense is included within the depreciation and amortization adjustment to net income 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 nine months ended September 30, 2024 and 2023 (in thousands):
September 30, 2024September 30, 2023
Cash and cash equivalents$224,521 $218,264 
Restricted cash and certificates of deposit992 992 
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows$225,513 $219,256 
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 September 30, 2024, 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 and management services provided by the Company to the Great Park Venture.

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• 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 September 30, 2024, 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 September 30,Nine Months Ended September 30,
20242023202420232024202320242023
Valencia
$812 $61,256 $(2,591)$19,614 $2,598 $62,972 $(9,076)$12,637 
San Francisco
171 165 (1,042)(862)507 489 (3,103)(2,777)
Great Park
77,427 7,668 45,061 640 368,272 401,663 186,675 184,291 
Commercial
2,344 2,264 (301)(358)7,358 6,650 (466)(1,036)
Total reportable segments80,754 71,353 41,127 19,034 378,735 471,774 174,030 193,115 
Reconciling items:
Removal of results of unconsolidated entities—
Great Park Venture (1)(61,512)(3,276)(33,402)1,381 (293,593)(372,472)(131,463)(169,519)
Gateway Commercial Venture (1)(2,229)(2,154)416 468 (7,002)(6,329)822 1,357 
Add equity in earnings (losses) from unconsolidated entities—
Great Park Venture— — 12,088 (412)— — 45,218 53,072 
Gateway Commercial Venture— — (312)(351)— — (617)(1,018)
Corporate and unallocated (2)
— — (7,582)(5,962)— — (31,345)(22,028)
Total consolidated balances
$17,013 $65,923 $12,335 $14,158 $78,140 $92,973 $56,645 $54,979 
(1) Represents the removal of the Great Park Venture and Gateway Commercial Venture operating results, which are included in the Great Park segment and Commercial segment operating results at 100% of each venture’s historical basis, respectively, but are not included in 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, current and deferred tax provision and Senior Notes exchange costs.

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Segment assets and reconciliations to the Company’s consolidated balances are as follows (in thousands):
September 30, 2024December 31, 2023
Valencia
$974,003 $895,983 
San Francisco
1,406,992 1,360,036 
Great Park
709,974 710,665 
Commercial
84,403 85,847 
Total reportable segments3,175,372 3,052,531 
Reconciling items:
Removal of unconsolidated balances of Great Park Venture (1)
(591,629)(619,199)
Removal of unconsolidated balances of Gateway Commercial Venture (1)
(84,403)(85,847)
Other eliminations (2)
(127)(174)
Add investment balance in Great Park Venture
172,787 213,786 
Add investment balance in Gateway Commercial Venture
37,164 37,781 
Corporate and unallocated (3)
240,300 370,410 
Total consolidated balances
$2,949,464 $2,969,288 

(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.
14.     SHARE-BASED COMPENSATION
The following table summarizes share-based equity compensation activity for the nine months ended September 30, 2024:
Share-Based Awards
(in thousands)		Weighted-Average Grant
Date Fair Value
Nonvested at January 1, 2024
4,409 $2.13 
Granted
2,873 $2.58 
Forfeited
— $— 
Vested
(840)$4.65 
Nonvested at September 30, 2024
6,442 $2.00 
Share-based compensation expense was $1.0 million and $2.8 million for the three and nine months ended September 30, 2024, respectively, and $0.9 million and $2.6 million for the three and nine months ended September 30, 2023, respectively. Share-based compensation expense is included in selling, general, and administrative expenses on the accompanying condensed consolidated statements of operations.
The estimated fair value at vesting of share-based awards that vested during the nine months ended September 30, 2024 was $2.5 million. During the nine months ended September 30, 2024 and 2023, the Company reacquired vested restricted Class A common shares for $0.8 million and $0.2 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.

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The components of net periodic (benefit) cost for the three and nine months ended September 30, 2024 and 2023, are as follows (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Net periodic (benefit) cost:
Interest cost
$191 $202 $575 $606 
Expected return on plan assets
(229)(222)(687)(666)
Amortization of net actuarial loss
14 41 41 122 
Net periodic (benefit) cost$(24)$21 $(71)$62 
Net periodic (benefit) cost 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.
During the three months ended September 30, 2024, the Company recorded a $1.9 million provision for income taxes on pre-tax income of $14.2 million. In the three months ended September 30, 2023, other than a small income tax provision attributed to one of the Company’s consolidated subsidiary corporations, 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 $14.2 million. During the nine months ended September 30, 2024, the Company recorded a $8.7 million provision for income taxes on pre-tax income of $65.4 million. In the nine months ended September 30, 2023, other than a small income tax provision attributed to one of the Company’s consolidated subsidiary corporations, 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 $55.0 million.
The effective tax rate for the nine months ended September 30, 2024 was higher than in the nine months ended September 30, 2023 primarily due to the Company’s valuation allowance, which was released during the year ended December 31, 2023. The effective tax rates for both the nine months ended September 30, 2024 and 2023 differ from the 21% federal statutory rate and applicable state statutory rates primarily due to the 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.
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 September 30, 2024 and December 31, 2023.
The fair value of the Company’s notes payable, net, are estimated based on quoted market prices or discounting the expected cash flows based on rates available to the Company (level 2). At September 30, 2024, the estimated fair value of notes payable, net was $538.2 million, compared to a carrying value of $524.9 million. At December 31, 2023, the estimated fair value of notes payable,

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net was $622.7 million, compared to a carrying value of $622.2 million. During the three and nine months ended September 30, 2024 and 2023, 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 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 nine months ended September 30, 2024 or 2023.
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 restricted stock units (“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.

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The following table summarizes the basic and diluted earnings per share calculations for the three and nine months ended September 30, 2024 and 2023 (in thousands, except shares and per share amounts):    
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Numerator:
Net income attributable to the Company$4,756 $6,603 $21,804 $25,638 
Adjustments to net income attributable to the Company— — (7)(13)
Net income attributable to common shareholders$4,756 $6,603 $21,797 $25,625 
Numerator—basic common shares:
Net income attributable to common shareholders$4,756 $6,603 $21,797 $25,625 
Less: net income allocated to participating securities
5 32 31 131 
Allocation of basic net income among common shareholders$4,751 $6,571 $21,766 $25,494 
Numerator for basic net income available to Class A common shareholders$4,749 $6,569 $21,759 $25,485 
Numerator for basic net income available to Class B common shareholders$2 $2 $7 $9 
Numerator—diluted common shares:
Net income attributable to common shareholders$4,756 $6,603 $21,797 $25,625 
Reallocation of income from dilutive potential securities5,109 7,226 23,480 28,135 
Less: net income allocated to participating securities
5 32 30 131 
Allocation of diluted net income among common shareholders$9,860 $13,797 $45,247 $53,629 
Numerator for diluted net income available to Class A common shareholders$9,858 $13,795 $45,240 $53,620 
Numerator for diluted net income available to Class B common shareholders$2 $2 $7 $9 
Denominator:
Basic weighted average Class A common shares outstanding69,279,028 68,865,783 69,192,620 68,794,915 
Diluted weighted average Class A common shares outstanding
146,565,417 145,312,266 146,394,307 145,064,113 
Basic and diluted weighted average Class B common shares outstanding79,233,544 79,233,544 79,233,544 79,233,544 
Basic earnings per share:
Class A common shares
$0.07 $0.10 $0.31 $0.37 
Class B common shares
$0.00 $0.00 $0.00 $0.00 
Diluted earnings per share:
Class A common shares
$0.07 $0.09 $0.31 $0.37 
Class B common shares
$0.00 $0.00 $0.00 $0.00 
Anti-dilutive potential RSUs
— — — — 
Anti-dilutive potential Performance RSUs
4,107,889 3,123,408 4,107,889 3,123,408 
Anti-dilutive potential Restricted Shares (weighted average)
— — — — 
Anti-dilutive potential Class A common shares from exchanges (weighted average)3,137,134 3,137,134 3,137,134 3,137,134 

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 $2.3 million and $2.3 million at September 30, 2024 and December 31, 2023, respectively, net of tax benefits of $0.6 million and $0.6 million, respectively. Accumulated other comprehensive loss of $1.4 million and $1.5 million is included in noncontrolling interests at September 30, 2024 and December 31, 2023, 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 attributable to the Company related to amortization of net actuarial losses were approximately $21,000 and $76,000, net of taxes, for the nine months ended September 30, 2024 and 2023, respectively, and are included in miscellaneous other income (expense) 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, 2023. “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, 2023, 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 September 30, 2024, 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
We generated consolidated net income of $12.3 million for the three months ended September 30, 2024, compared to net income of $14.2 million for the three months ended September 30, 2023. Our net income for the quarter was largely driven by incentive compensation revenue recognized, and equity in earnings from, the Great Park Venture. We also 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. SG&A expenses totaled $11.9 million for each of the three months ended September 30, 2024 and 2023. At September 30, 2024, we had $224.5 million in cash and $125.0 million available under our revolving credit facility, giving us total liquidity of $349.5 million.
Although the Federal Reserve announced a meaningful rate cut during the third quarter of 2024, mortgage rates generally remained elevated. Notwithstanding the challenging rate environment, we continued to see sustained demand for land from homebuilders at both of our active communities in Valencia and the Great Park Neighborhoods. The Great Park Venture, in which we have a 37.5% percentage interest and manage all aspects of the development cycle, closed two retail use commercial land sales totaling 12.8 acres at the Great Park Neighborhoods in the third quarter of 2024 for an aggregate gross purchase price of $25.4 million. We received $49.4 million in distributions and related payments from the Great Park Venture for both our ownership interests and incentive management fee compensation. We also extended the term of our development management agreement with the Great Park Venture through December 31, 2026, pursuant to which we increased the base management fee while maintaining incentive compensation at existing levels. We believe that the development management joint venture model we have utilized with the Great Park Venture can be extended to new communities and development projects.
At Valencia, guest builders sold 89 homes during the third quarter of 2024, compared to 84 homes during the second quarter of 2024, increasing total homes sold to 1,525 since sales began in May 2021. At the Great Park Neighborhoods, guest builders sold a total of 166 homes during the third quarter of 2024, compared to 63 homes during the second quarter of 2024. During the third quarter of 2024, homebuilders opened 10 new collections at the Great Park Neighborhoods that were well received by homebuyers leading to the increase in home sales in the third quarter compared to the second quarter 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 did not have any scheduled residential land sale closing in the third quarter of 2024, we expect to close residential land sales in the fourth quarter of 2024 at both the Great Park Neighborhoods and Valencia.



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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 nine months ended September 30, 2024 and 2023.
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(in thousands)
Statement of Operations Data
Revenues
Land sales
$372 $60,694 $1,214 $60,685 
Land sales—related party
— — — 595 
Management services—related party
16,030 4,502 75,035 29,512 
Operating properties
611 727 1,891 2,181 
Total revenues
17,013 65,923 78,140 92,973 
Costs and expenses
Land sales
— 38,967 — 38,967 
Management services
4,256 2,371 19,467 14,419 
Operating properties
1,231 1,351 4,099 4,321 
Selling, general, and administrative
11,911 11,938 37,013 38,400 
Total costs and expenses
17,398 54,627 60,579 96,107 
Other income (expense)
Interest income
2,595 2,413 8,575 4,542 
Miscellaneous
24 1,074 (5,857)1,033 
Total other income2,619 3,487 2,718 5,575 
Equity in earnings (loss) from unconsolidated entities11,987 (622)45,071 52,554 
Income before income tax provision14,221 14,161 65,350 54,995 
Income tax provision(1,886)(3)(8,705)(16)
Net income12,335 14,158 56,645 54,979 
Less net income attributable to noncontrolling interests7,579 7,555 34,841 29,341 
Net income attributable to the company$4,756 $6,603 $21,804 $25,638 
Three Months Ended September 30, 2024 and 2023
Revenues. Revenues decreased by $48.9 million, or 74.2%, to $17.0 million for the three months ended September 30, 2024, from $65.9 million for the three months ended September 30, 2023. The decrease in revenues was primarily due to land sales at our Valencia segment during the three months ended September 30, 2023 compared to no land sales during the same period in 2024, partially offset by an increase in management services revenue at our Great Park segment during the three months ended September 30, 2024.
Cost of land sales. The cost of land sales for the three months ended September 30, 2023 was attributable to land sales at our Valencia segment.
Cost of management services. Cost of management services increased by $1.9 million, or 79.5%, to $4.3 million for the three months ended September 30, 2024, from $2.4 million for the three months ended September 30, 2023. The increase was primarily due to an increase in intangible asset amortization expense at our Great Park segment.
Equity in earnings (loss) 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 (loss) 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.

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Equity in earnings from unconsolidated entities was $12.0 million for the three months ended September 30, 2024, an increase from equity in loss of $0.6 million for the three months ended September 30, 2023. Equity in earnings for the three months ended September 30, 2024 was primarily a result of recognizing our share of the net income generated by the Great Park Venture from land sales during the quarter, and the equity in loss for the three months ended September 30, 2023 was primarily a result of recognizing our share of the net loss generated by the Great Park Venture during the period.
Income taxes. Pre-tax income of $14.2 million for the three months ended September 30, 2024 resulted in a $1.9 million tax provision. Pre-tax income of $14.2 million for the three months ended September 30, 2023 resulted in no tax provision (after application of a decrease in our valuation allowance of $1.9 million) other than a small tax provision incurred by one of our consolidated subsidiary corporations. We assessed the realization of our net deferred tax asset and the need for a valuation allowance and determined that at September 30, 2024, it was more likely than not that the net deferred tax asset would be realizable, and we had no valuation allowance recorded. Our effective tax rate for the three months ended September 30, 2024 was substantially similar to our effective tax rate, before changes in valuation allowance, for the three months ended September 30, 2023.
Net income 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 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.
Nine Months Ended September 30, 2024 and 2023
Revenues. Revenues decreased by $14.8 million, or 16.0%, to $78.1 million for the nine months ended September 30, 2024, from $93.0 million for the nine months ended September 30, 2023. The decrease in revenues was primarily due to land sales at our Valencia segment during the nine months ended September 30, 2023 compared to no land sales during the same period in 2024, partially offset by an increase in management services revenue at our Great Park segment during the nine months ended September 30, 2024.
Cost of land sales. The cost of land sales for the nine months ended September 30, 2023 was attributable to land sales at our Valencia segment.
Cost of management services. Cost of management services increased by $5.0 million, or 35.0%, to $19.5 million for the nine months ended September 30, 2024, from $14.4 million for the nine months ended September 30, 2023. The increase was primarily due to an increase in intangible asset amortization expense at our Great Park segment.
Selling, general, and administrative. SG&A expenses decreased by $1.4 million, or 3.6%, to $37.0 million for the nine months ended September 30, 2024, from $38.4 million for the nine months ended September 30, 2023. The decrease was mainly attributable to a decrease in corporate general and administrative expenses.
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 $45.1 million for the nine months ended September 30, 2024, a decrease from earnings of $52.6 million for the nine months ended September 30, 2023. Equity in earnings for the nine months ended September 30, 2024 and 2023 was primarily a result of recognizing our share of the net income generated by the Great Park Venture from land sales during each period.
Income taxes. Pre-tax income of $65.4 million for the nine months ended September 30, 2024 resulted in a $8.7 million tax provision. Pre-tax income of $55.0 million for the nine months ended September 30, 2023 resulted in no tax provision (after application of a decrease in our valuation allowance of $7.4 million) other than a small tax provision incurred by one of our consolidated subsidiary corporations. We assessed the realization of our net deferred tax asset and the need for a valuation allowance and determined that at September 30, 2024, it was more likely than not that the net deferred tax asset would be realizable, and we had no valuation allowance recorded. Our effective tax rate for the nine months ended September 30, 2024 was substantially similar to our effective tax rate, before changes in valuation allowance, for the nine months ended September 30, 2023.
Net income 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 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 nine months ended September 30, 2024 and 2023 (in thousands):
Three Months Ended September 30, 2024
ValenciaSan FranciscoGreat ParkCommercial
Total reportable segments
Corporate and unallocatedTotal under management
Removal of unconsolidated entities(1)
Total consolidated
REVENUES:
Land sales$372 $— $58,291 $— $58,663 $— $58,663 $(58,291)$372 
Land sales—related party— — 3,221 — 3,221 — 3,221 (3,221)— 
Management services—related party(2)
— — 15,915 115 16,030 — 16,030 — 16,030 
Operating properties440 171 — 2,229 2,840 — 2,840 (2,229)611 
Total revenues812 171 77,427 2,344 80,754 — 80,754 (63,741)17,013 
COSTS AND EXPENSES:
Land sales— — 8,088 — 8,088 — 8,088 (8,088)— 
Management services(2)
— — 4,256 — 4,256 — 4,256 — 4,256 
Operating properties1,231 — — 965 2,196 — 2,196 (965)1,231 
Selling, general, and administrative2,407 1,232 3,144 1,059 7,842 8,272 16,114 (4,203)11,911 
Management fees—related party— — 18,790 — 18,790 — 18,790 (18,790)— 
Total costs and expenses3,638 1,232 34,278 2,024 41,172 8,272 49,444 (32,046)17,398 
OTHER INCOME (EXPENSE):
Interest income— 19 1,912 73 2,004 2,576 4,580 (1,985)2,595 
Interest expense— — — (694)(694)— (694)694 — 
Miscellaneous24 — — — 24 — 24 — 24 
Total other income (expense)24 19 1,912 (621)1,334 2,576 3,910 (1,291)2,619 
EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES211 — — — 211 — 211 11,776 11,987 
SEGMENT (LOSS) PROFIT/INCOME BEFORE INCOME TAX PROVISION(2,591)(1,042)45,061 (301)41,127 (5,696)35,431 (21,210)14,221 
INCOME TAX PROVISION— — — — — (1,886)(1,886)— (1,886)
SEGMENT (LOSS) PROFIT/NET INCOME$(2,591)$(1,042)$45,061 $(301)$41,127 $(7,582)$33,545 $(21,210)$12,335 
(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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Three Months Ended September 30, 2023
ValenciaSan FranciscoGreat ParkCommercial
Total reportable segments
Corporate and unallocatedTotal under management
Removal of unconsolidated entities(1)
Total consolidated
REVENUES:
Land sales$60,694 $— $1,255 $— $61,949 $— $61,949 $(1,255)$60,694 
Land sales—related party— — 2,021 — 2,021 — 2,021 (2,021)— 
Management services—related party(2)
— — 4,392 110 4,502 — 4,502 — 4,502 
Operating properties562 165 — 2,154 2,881 — 2,881 (2,154)727 
Total revenues61,256 165 7,668 2,264 71,353 — 71,353 (5,430)65,923 
COSTS AND EXPENSES:
Land sales38,967 — — — 38,967 — 38,967 — 38,967 
Management services(2)
— — 2,371 — 2,371 — 2,371 — 2,371 
Operating properties1,351 — — 829 2,180 — 2,180 (829)1,351 
Selling, general, and administrative2,539 1,033 2,289 1,097 6,958 8,366 15,324 (3,386)11,938 
Management fees—related party— — 4,659 — 4,659 — 4,659 (4,659)— 
Total costs and expenses42,857 1,033 9,319 1,926 55,135 8,366 63,501 (8,874)54,627 
OTHER INCOME (EXPENSE):
Interest income— 6 1,964 25 1,995 2,407 4,402 (1,989)2,413 
Interest expense— — — (721)(721)— (721)721 — 
Miscellaneous1,074 — — — 1,074 — 1,074 — 1,074 
Total other income (expense)1,074 6 1,964 (696)2,348 2,407 4,755 (1,268)3,487 
EQUITY IN EARNINGS (LOSS) FROM UNCONSOLIDATED ENTITIES141 — 327 — 468 — 468 (1,090)(622)
SEGMENT PROFIT (LOSS)/INCOME BEFORE INCOME TAX PROVISION19,614 (862)640 (358)19,034 (5,959)13,075 1,086 14,161 
INCOME TAX PROVISION— — — — — (3)(3)— (3)
SEGMENT PROFIT (LOSS)/NET INCOME$19,614 $(862)$640 $(358)$19,034 $(5,962)$13,072 $1,086 $14,158 
(1) Represents the removal of the Great Park Venture and Gateway Commercial Venture operating results, which are included in the Great Park segment and Commercial segment operating results at 100% of each venture’s historical basis, respectively, but are not included in our consolidated results as we account for our investment in each venture using the equity method of accounting.
(2) For the Great Park and Commercial segments, represents the revenues and expenses attributable to the management company for providing services to the Great Park Venture and the Gateway Commercial Venture, as applicable.

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Nine Months Ended September 30, 2024
ValenciaSan FranciscoGreat ParkCommercial
Total reportable segments
Corporate and unallocatedTotal under management
Removal of unconsolidated entities(1)
Total consolidated
REVENUES:
Land sales$1,214 $— $273,747 $— $274,961 $— $274,961 $(273,747)$1,214 
Land sales—related party— — 19,846 — 19,846 — 19,846 (19,846)— 
Management services—related party(2)
— — 74,679 356 75,035 — 75,035 — 75,035 
Operating properties1,384 507 — 7,002 8,893 — 8,893 (7,002)1,891 
Total revenues2,598 507 368,272 7,358 378,735 — 378,735 (300,595)78,140 
COSTS AND EXPENSES:
Land sales— — 67,062 — 67,062 — 67,062 (67,062)— 
Management services(2)
— — 19,467 — 19,467 — 19,467 — 19,467 
Operating properties4,099 — — 2,805 6,904 — 6,904 (2,805)4,099 
Selling, general, and administrative8,116 3,661 8,708 3,107 23,592 25,236 48,828 (11,815)37,013 
Management fees—related party— — 91,422 — 91,422 — 91,422 (91,422)— 
Total costs and expenses12,215 3,661 186,659 5,912 208,447 25,236 233,683 (173,104)60,579 
OTHER INCOME (EXPENSE):
Interest income— 51 5,062 166 5,279 8,524 13,803 (5,228)8,575 
Interest expense— — — (2,078)(2,078)— (2,078)2,078 — 
Miscellaneous71 — — — 71 (5,928)(5,857)— (5,857)
Total other income (expense)71 51 5,062 (1,912)3,272 2,596 5,868 (3,150)2,718 
EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES470 — — — 470 — 470 44,601 45,071 
SEGMENT (LOSS) PROFIT/INCOME BEFORE INCOME TAX PROVISION(9,076)(3,103)186,675 (466)174,030 (22,640)151,390 (86,040)65,350 
INCOME TAX PROVISION— — — — — (8,705)(8,705)— (8,705)
SEGMENT (LOSS) PROFIT/NET INCOME$(9,076)$(3,103)$186,675 $(466)$174,030 $(31,345)$142,685 $(86,040)$56,645 
(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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Nine Months Ended September 30, 2023
ValenciaSan FranciscoGreat ParkCommercial
Total reportable segments
Corporate and unallocatedTotal under management
Removal of unconsolidated entities(1)
Total consolidated
REVENUES:
Land sales$60,685 $— $363,056 $— $423,741 $— $423,741 $(363,056)$60,685 
Land sales—related party595 — 9,416 — 10,011 — 10,011 (9,416)595 
Management services—related party(2)
— — 29,191 321 29,512 — 29,512 — 29,512 
Operating properties1,692 489 — 6,329 8,510 — 8,510 (6,329)2,181 
Total revenues62,972 489 401,663 6,650 471,774 — 471,774 (378,801)92,973 
COSTS AND EXPENSES:
Land sales38,967 — 165,749 — 204,716 — 204,716 (165,749)38,967 
Management services(2)
— — 14,419 — 14,419 — 14,419 — 14,419 
Operating properties4,321 — — 2,632 6,953 — 6,953 (2,632)4,321 
Selling, general, and administrative8,580 3,275 7,432 3,250 22,537 26,545 49,082 (10,682)38,400 
Management fees—related party— — 36,507 — 36,507 — 36,507 (36,507)— 
Total costs and expenses51,868 3,275 224,107 5,882 285,132 26,545 311,677 (215,570)96,107 
OTHER INCOME (EXPENSE):
Interest income— 9 5,172 25 5,206 4,533 9,739 (5,197)4,542 
Interest expense— — — (1,829)(1,829)— (1,829)1,829 — 
Miscellaneous1,033 — — — 1,033 — 1,033 — 1,033 
Total other income (expense)1,033 9 5,172 (1,804)4,410 4,533 8,943 (3,368)5,575 
EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES500 — 1,563 — 2,063 — 2,063 50,491 52,554 
SEGMENT PROFIT (LOSS)/INCOME BEFORE INCOME TAX PROVISION12,637 (2,777)184,291 (1,036)193,115 (22,012)171,103 (116,108)54,995 
INCOME TAX PROVISION— — — — — (16)(16)— (16)
SEGMENT PROFIT (LOSS)/NET INCOME$12,637 $(2,777)$184,291 $(1,036)$193,115 $(22,028)$171,087 $(116,108)$54,979 
(1) Represents the removal of the Great Park Venture and Gateway Commercial Venture operating results, which are included in the Great Park segment and Commercial segment operating results at 100% of each venture’s historical basis, respectively, but are not included in our consolidated results as we account for our 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 can include up to approximately 21,500 homesites and approximately 11.5 million square feet of commercial space. The actual commercial square footage and number of homesites are subject to change based on ultimate use and land planning. The current communities under development in Valencia complement the neighboring communities that were previously developed by us. We began selling homesites in the first development area at Valencia in 2019.
Three Months Ended September 30, 2024 and 2023
Land sales and related party land sales revenues. Total land sales revenues decreased by $60.3 million to $0.4 million for the three months ended September 30, 2024, from $60.7 million for the three months ended September 30, 2023. The decrease in total land sales revenues was primarily attributable to the recognition of revenue from the sale of land entitled for an aggregate of 146 homesites on approximately 26 acres during the three months ended September 30, 2023 compared to no land sales during the same period in 2024. The fixed base purchase price was $60.6 million for the 2023 sales.
Cost of land sales. Valencia closed no land sales and therefore had no cost of land sales for the three months ended September 30, 2024, compared to $39.0 million for the three months ended September 30, 2023. The cost of land sales includes both actual and estimated future capitalized costs allocated based upon relative sales values. Since this method requires us 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.

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Nine Months Ended September 30, 2024 and 2023
Land sales and related party land sales revenues. Total land sales revenues decreased by $60.1 million to $1.2 million for the nine months ended September 30, 2024, from $61.3 million for the nine months ended September 30, 2023. The decrease in total land sales revenues was primarily attributable to the recognition of revenue from the sale of land entitled for an aggregate of 146 homesites on approximately 26 acres during the nine months ended September 30, 2023 compared to no land sales during the same period in 2024. The fixed base purchase price was $60.6 million for the 2023 sales.
Cost of land sales. Valencia closed no land sales and therefore had no cost of land sales for the nine months ended September 30, 2024, compared to $39.0 million for the nine months ended September 30, 2023. The cost of land sales includes both actual and estimated future capitalized costs allocated based upon relative sales values. Since this method requires us 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.
Selling, general, and administrative. SG&A expenses decreased by $0.5 million, or 5.4%, to $8.1 million for the nine months ended September 30, 2024, from $8.6 million for the nine months ended September 30, 2023. The decrease was mainly attributable to a decrease in community related selling and marketing expenses and a decrease in lease expense.
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 can include up to approximately 12,000 homesites and approximately 6.3 million square feet of commercial space. The actual commercial square footage and number of homesites are subject to change based on ultimate use and land planning.
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 up to 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 up to 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

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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 can include up to approximately 10,500 homesites and approximately 4.9 million square feet of commercial space. The actual commercial square footage and number of homesites are subject to change based on ultimate use and land planning.
Interests in the Great Park Venture were previously 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 were entitled to all other distributions. During the nine months ended September 30, 2024, the Great Park Venture made aggregate distributions of $18.1 million to holders of legacy interests and $229.9 million to holders of percentage interests. We received $86.2 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 with the distributions to the holders of legacy interests during the nine months ended September 30, 2024, the Great Park Venture fully satisfied the $89.0 million maximum participating legacy interest distribution rights, as a result of which, the legacy interests are no longer deemed to be outstanding.
Three Months Ended September 30, 2024 and 2023
Land sales and related party land sales revenues. Land sales and related party land sales revenues increased to $61.5 million for the three months ended September 30, 2024, from $3.3 million for the three months ended September 30, 2023. The increase was primarily attributable to the recognition of revenue from the sale of 12.8 acres of commercial land planned for retail uses at the Great Park Neighborhoods during the three months ended September 30, 2024, compared to no land sales during the same period in 2023. The base purchase price was $25.4 million for the 2024 land sales.
During the three months ended September 30, 2024 and 2023, revenues also included changes in estimates of variable consideration, including profit participation and price participation, from those amounts previously recorded by the Great Park Venture. During the three months ended September 30, 2024 and 2023, the Great Park Venture recognized $6.0 million and $2.8 million, respectively, in profit participation revenues received from homebuilders. During the three months ended September 30, 2024, the Great Park Venture recognized additional estimated variable consideration of $30.0 million related to prior period land sales for future price participation payments expected to be received when homes are sold to homebuyers. The increase in estimated variable consideration reflects updated pricing and absorption assumptions used to calculate expected price participation payments.
Cost of land sales. Cost of land sales for the three months ended September 30, 2024 was $8.1 million, compared to no cost of land sales for the three months ended September 30, 2023. 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.
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 an increase in variable incentive compensation revenue recognized during the three months ended September 30, 2024. For the three months ended September 30, 2024 and 2023, we recognized $12.9 million and $1.4 million, respectively, 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 $1.9 million, or 79.5%, to $4.3 million for the three months ended September 30, 2024, from $2.4 million for the three months ended September 30, 2023. The increase was mainly attributable to an increase in intangible asset amortization expense recognized during the three months ended September 30, 2024.
Selling, general, and administrative. SG&A expenses increased by $0.9 million, or 37.4%, to $3.1 million for the three months ended September 30, 2024, from $2.3 million for the three months ended September 30, 2023. The increase was mainly attributable to an increase in marketing expenses and property maintenance expenses.

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Management fees—related party. Management fees increased by $14.1 million to $18.8 million for the three months ended September 30, 2024, from $4.7 million for the three months ended September 30, 2023. 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 fees—related party was mainly attributable to a change in the estimate of the amount of incentive compensation fees probable of being paid that resulted in a cumulative adjustment recognized during the three months ended September 30, 2024.
Nine Months Ended September 30, 2024 and 2023
Land sales and related party land sales revenues. Land sales and related party land sales revenues decreased to $293.6 million for the nine months ended September 30, 2024, from $372.5 million for the nine months ended September 30, 2023. The decrease was primarily attributable to the recognition of revenue from the sale of 12.8 acres of commercial land planned for retail uses and land entitled for an aggregate of 187 homesites on 23.9 acres at the Great Park Neighborhoods during the nine months ended September 30, 2024, compared 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 nine months ended September 30, 2023. The base purchase price was $25.4 million and $170.7 million for the 2024 commercial land sales and homesite land sales, respectively. Revenue recognized of $357.8 million for the 2023 land sale consisted 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.
During the nine months ended September 30, 2024 and 2023, revenues also included changes in estimates of variable consideration, including profit participation and price participation, from those amounts previously recorded by the Great Park Venture. During the nine months ended September 30, 2024 and 2023, the Great Park Venture recognized $30.0 million and $13.6 million, respectively, in profit participation revenues received from homebuilders. During the nine months ended September 30, 2024, the Great Park Venture recognized additional estimated variable consideration of $66.6 million related to prior period land sales for future price participation payments expected to be received when homes are sold to homebuyers. The increase in estimated variable consideration reflects updated pricing and absorption assumptions used to calculate expected price participation payments.
Cost of land sales. Cost of land sales for the nine months ended September 30, 2024 was $67.1 million, compared to $165.7 million for the nine months ended September 30, 2023. 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.
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 an increase in variable incentive compensation revenue recognized during the nine months ended September 30, 2024. For the nine months ended September 30, 2024 and 2023, we recognized $65.7 million and $20.2 million, respectively, 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 $5.0 million, or 35.0%, to $19.5 million for the nine months ended September 30, 2024, from $14.4 million for the nine months ended September 30, 2023. The increase was mainly attributable to an increase in intangible asset amortization expense recognized during the nine months ended September 30, 2024.
Selling, general, and administrative. SG&A expenses increased by $1.3 million, or 17.2%, to $8.7 million for the nine months ended September 30, 2024, from $7.4 million for the nine months ended September 30, 2023. The increase was mainly attributable to an increase in marketing expenses and property maintenance expenses.

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Management fees—related party. Management fees increased by $54.9 million to $91.4 million for the nine months ended September 30, 2024, from $36.5 million for the nine months ended September 30, 2023. 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 fees—related party was mainly attributable to a change in the estimate of the amount of incentive compensation fees probable of being paid that resulted in a cumulative adjustment recognized during the nine months ended September 30, 2024.
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 nine months ended September 30, 2024 and 2023.
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(in thousands)
Segment profit from operations$45,061 $640 $186,675 $184,291 
Less net income of management company attributed to the Great Park segment
11,659 2,021 55,212 14,772 
Net income (loss) of the Great Park Venture33,402 (1,381)131,463 169,519 
The Company’s share of net income (loss) of the Great Park Venture12,526 (518)49,299 63,570 
Basis difference (amortization) accretion, net(438)106 (4,081)(10,498)
Equity in earnings (loss) from the Great Park Venture$12,088 $(412)$45,218 $53,072 

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.

37
The table below reconciles the Commercial segment results to the equity in loss from our investment in the Gateway Commercial Venture that is reflected in the condensed consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023.
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(in thousands)
Segment loss from operations$(301)$(358)$(466)$(1,036)
Less net income of management company attributed to the Commercial segment
115 110 356 321 
Net loss of the Gateway Commercial Venture(416)(468)(822)(1,357)
Equity in loss from the Gateway Commercial Venture$(312)$(351)$(617)$(1,018)
Liquidity and Capital Resources
As of September 30, 2024, we had $224.5 million of consolidated cash and cash equivalents, compared to $353.8 million at December 31, 2023. As of September 30, 2024, 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. In January 2024, we exchanged $623.5 million of our existing 7.875% senior notes due November 2025 for $100.0 million in cash and $523.5 million in new 10.500% initial rate senior notes due January 2028. The new senior notes due January 2028 will accrue interest at a rate of 10.500% until November 2025, at a rate of 11.000% from November 2025 to November 2026, and at a rate of 12.000% from November 2026 through the maturity date. Pursuant to a reimbursement deferral agreement, principal and interest payments under our related party reimbursement obligation are deferred through October 31, 2024.
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 our residential and commercial land 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 an 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, including entering into joint ventures. These financings may not be available on attractive terms, or at all.
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 $367.0 million as of September 30, 2024 predominantly related to our Valencia community.
At September 30, 2024, 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.

38
Outstanding LOCs totaled $1.0 million at both September 30, 2024 and December 31, 2023. At both September 30, 2024 and December 31, 2023, 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 September 30, 2024, no capacity under the revolving credit facility was used to support LOCs.
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 or Class A units of the San Francisco Venture, 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 September 30, 2024, there were no amounts currently payable under the TRA. However, as a result of California Senate Bill 167 signed into law on June 27, 2024, which, in part, suspends the usage of California net operating loss deductions for tax years 2024 through 2026, TRA payments associated with the accelerated California taxes may become payable starting in 2026 through 2028. The majority of TRA payments, however, are expected to begin after 2028.
Summary of Cash Flows
The following table outlines the primary components of net cash (used in) provided by operating, investing and financing activities (in thousands):
Nine Months Ended September 30,
20242023
Operating activities
$(67,612)$65,064 
Investing activities
41,208 29,946 
Financing activities
(102,876)(8,517)
Cash Flows from Operating Activities. Net cash used in operating activities was $67.6 million for the nine months ended September 30, 2024, compared to $65.1 million net cash provided by operating activities for the nine months ended September 30, 2023.
During the nine months ended September 30, 2024, we received incentive compensation payments of $23.2 million under our development management agreement with the Great Park Venture. The payment is net of $1.8 million that we concurrently distributed to the holders of the management company’s Class B units. As of September 30, 2024, the holders of the management company’s Class B units had no further distribution rights. Additionally, we received total distributions of $86.2 million from the Great Park Venture, of which $45.2 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.
During the nine months ended September 30, 2023, we received $60.6 million from the sale of land at our Valencia segment. We also 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.
Major components of operating cash used in both periods consist of our continued investment in horizontal development at our communities and SG&A costs. During the nine months ended September 30, 2024, we paid $8.3 million for interest accrued through the settlement date on our existing 7.875% senior notes due November 2025 that were exchanged. The exchange of $523.5 million of our existing senior notes for new senior notes was accounted for as a debt modification under ASC 470-50. Under debt modification accounting, third party costs are expensed as incurred and reported as operating cash flows. Included in operating cash outflows during the nine months ended September 30, 2024 is $7.7 million in third party transaction and advisory costs incurred in connection with the senior notes exchange. During the nine months ended September 30, 2024, an additional $18.2 million was paid for interest due on our existing 7.875% senior notes and new 10.500% initial rate senior notes. During the nine months ended September 30, 2023, $24.6 million was paid for interest due on our existing 7.875% senior notes. Our horizontal development costs for the nine months ended September 30, 2023 were partially 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.

39
Cash Flows from Investing Activities. Net cash provided by investing activities was $41.2 million for the nine months ended September 30, 2024, compared to $29.9 million net cash provided by investing activities for the nine months ended September 30, 2023.
During the nine months ended September 30, 2024, we received total distributions of $86.2 million from the Great Park Venture, of which $41.0 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. During the nine months ended September 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 nine months ended September 30, 2024 and 2023, we received a distribution of $0.9 million and $0.9 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 $102.9 million for the nine months ended September 30, 2024, compared to $8.5 million net cash used in financing activities for the nine months ended September 30, 2023.
During the nine months ended September 30, 2024, we repaid $100.0 million of our existing 7.875% senior notes due November 2025 in connection with our exchange transaction. For the nine months ended September 30, 2024 and 2023, in accordance with the operating company’s limited partnership agreement, we made noncontrolling interest tax distributions of $1.6 million and $4.0 million, respectively. We also made payments of $4.3 million to reduce our related party reimbursement obligation during the nine months ended September 30, 2023. We used $0.8 million and $0.2 million during the nine months ended September 30, 2024 and 2023, respectively, to net settle share-based compensation awards with employees for tax withholding purposes.
Changes in Capital Structure
During the nine months ended September 30, 2024, our 62.6% ownership percentage in the operating company increased slightly primarily due to our issuance of shared-based compensation in the form of 0.2 million restricted Class A common shares and 0.3 million restricted share units that were settled for Class A common shares, partially offset by our reacquisition of approximately 0.3 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 September 30, 2024 and December 31, 2023.
September 30, 2024December 31, 2023
Class A units of the operating company:
Held by us69,358,504 69,199,938 
Held by noncontrolling interest members41,363,271 41,363,271 
110,721,775 110,563,209 
Class A units of the San Francisco Venture held by noncontrolling interest members37,870,273 37,870,273 
148,592,048 148,433,482 
At September 30, 2024, 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 nine months ended September 30, 2024 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, 2023.

40
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 September 30, 2024, we had outstanding consolidated net indebtedness of $524.9 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 Chief Financial Officer (the “Certifying Officers”), has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2024. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to management, including our Certifying Officers and our Board of Directors, as appropriate to allow timely decisions regarding required disclosure. Based upon that evaluation, the Certifying Officers concluded that our disclosure controls and procedures were effective as of September 30, 2024.
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.

41
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, 2023, 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, 2023. 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

42
ITEM 6.     Exhibits
ExhibitExhibit Description
10.1
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

43
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/ Kim Tobler
Kim Tobler
Chief Financial Officer, Treasurer and Vice President
(Principal Financial Officer and
Principal Accounting Officer)


Date: October 18, 2024

44

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: October 18, 2024/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, Kim Tobler, 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: October 18, 2024/s/ Kim Tobler
Kim Tobler
Chief Financial Officer, Treasurer and Vice President
(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 September 30, 2024 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:October 18, 2024/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 September 30, 2024 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:October 18, 2024/s/ Kim Tobler
Kim Tobler
Chief Financial Officer, Treasurer and Vice President
(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.
 


v3.24.3
Cover Page - shares
 9 Months Ended
Sep. 30, 2024
Oct. 11, 2024
Entity Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2024  
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 Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Amendment Flag false  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
Entity Central Index Key 0001574197  
Current Fiscal Year End Date --12-31  
Common Class A    
Entity Information [Line Items]    
Entity Common Stock, Shares Outstanding   69,358,504
Common Class B    
Entity Information [Line Items]    
Entity Common Stock, Shares Outstanding   79,233,544
v3.24.3
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
ASSETS    
INVENTORIES $ 2,340,031 $ 2,213,479
INVESTMENT IN UNCONSOLIDATED ENTITIES 210,763 252,816
PROPERTIES AND EQUIPMENT, NET 29,466 29,145
INTANGIBLE ASSET, NET—RELATED PARTY 11,535 25,270
CASH AND CASH EQUIVALENTS 224,521 353,801
RESTRICTED CASH AND CERTIFICATES OF DEPOSIT 992 992
TOTAL 2,949,464 2,969,288
LIABILITIES:    
Notes payable, net 524,909 622,186
Accounts payable and other liabilities 100,135 81,649
Related party liabilities 72,618 78,074
Deferred income tax liability, net 14,382 7,067
Payable pursuant to tax receivable agreement 173,351 173,208
Total liabilities 885,395 962,184
COMMITMENTS AND CONTINGENT LIABILITIES (Note 11)
REDEEMABLE NONCONTROLLING INTEREST 25,000 25,000
CAPITAL:    
Contributed capital 594,204 591,606
Retained earnings 110,584 88,780
Accumulated other comprehensive loss (2,313) (2,332)
Total members’ capital 702,475 678,054
Noncontrolling interests 1,336,594 1,304,050
Total capital 2,039,069 1,982,104
TOTAL 2,949,464 2,969,288
Related Party    
ASSETS    
OTHER ASSETS 121,829 83,970
LIABILITIES:    
Related party liabilities 72,618 78,074
Nonrelated Party    
ASSETS    
OTHER ASSETS $ 10,327 $ 9,815
v3.24.3
Condensed Consolidated Balance Sheets (Parenthetical) - shares
Sep. 30, 2024
Dec. 31, 2023
Common Class A    
Common shares issued (in shares) 69,358,504 69,199,938
Common shares outstanding (in shares) 69,358,504 69,199,938
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
v3.24.3
Condensed Consolidated Statements of Operations - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
REVENUES:        
Revenues $ 17,013 $ 65,923 $ 78,140 $ 92,973
COSTS AND EXPENSES:        
Selling, general, and administrative 11,911 11,938 37,013 38,400
Total costs and expenses 17,398 54,627 60,579 96,107
OTHER INCOME (EXPENSE):        
Interest income 2,595 2,413 8,575 4,542
Miscellaneous 24 1,074 (5,857) 1,033
Total other income 2,619 3,487 2,718 5,575
EQUITY IN EARNINGS (LOSS) FROM UNCONSOLIDATED ENTITIES 11,987 (622) 45,071 52,554
INCOME BEFORE INCOME TAX PROVISION 14,221 14,161 65,350 54,995
INCOME TAX PROVISION (1,886) (3) (8,705) (16)
NET INCOME 12,335 14,158 56,645 54,979
LESS NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS 7,579 7,555 34,841 29,341
NET INCOME ATTRIBUTABLE TO THE COMPANY $ 4,756 $ 6,603 $ 21,804 $ 25,638
Common Class A        
NET INCOME ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE        
Basic (in dollars per share) $ 0.07 $ 0.10 $ 0.31 $ 0.37
Diluted (in dollar per share) $ 0.07 $ 0.09 $ 0.31 $ 0.37
WEIGHTED AVERAGE CLASS A SHARES OUTSTANDING        
Basic (in shares) 69,279,028 68,865,783 69,192,620 68,794,915
Diluted (in shares) 146,565,417 145,312,266 146,394,307 145,064,113
Common Class B        
NET INCOME 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 $ 38,967 $ 0 $ 38,967
Land sales | Nonrelated Party        
REVENUES:        
Revenues 372 60,694 1,214 60,685
Land sales | Related Party        
REVENUES:        
Revenues 0 0 0 595
Management services        
COSTS AND EXPENSES:        
Cost and expenses 4,256 2,371 19,467 14,419
Management services | Related Party        
REVENUES:        
Revenues 16,030 4,502 75,035 29,512
Operating properties        
COSTS AND EXPENSES:        
Cost and expenses 1,231 1,351 4,099 4,321
Operating properties | Nonrelated Party        
REVENUES:        
Revenues $ 611 $ 727 $ 1,891 $ 2,181
v3.24.3
Condensed Consolidated Statements of Comprehensive Income - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Statement of Comprehensive Income [Abstract]        
NET INCOME $ 12,335 $ 14,158 $ 56,645 $ 54,979
OTHER COMPREHENSIVE INCOME:        
Reclassification of actuarial loss on defined benefit pension plan included in net income 14 41 41 122
Other comprehensive income before taxes 14 41 41 122
INCOME TAX PROVISION RELATED TO OTHER COMPREHENSIVE INCOME (1) 0 (5) 0
OTHER COMPREHENSIVE INCOME—Net of tax 13 41 36 122
COMPREHENSIVE INCOME 12,348 14,199 56,681 55,101
LESS COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS 7,584 7,571 34,856 29,387
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY $ 4,764 $ 6,628 $ 21,825 $ 25,714
v3.24.3
Condensed Consolidated Statements of Capital - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Beginning balance $ 2,027,327 $ 1,908,326 $ 1,982,104 $ 1,868,047
Net income 12,335 14,158 56,645 54,979
Share-based compensation expense 993 917 2,809 2,610
Reacquisition of share-based compensation awards for tax-withholding purposes     (823) (202)
Other comprehensive income—net of tax 13 41 36 122
Tax distributions to noncontrolling interests (1,599) (2,059) (1,599) (4,033)
Adjustment to liability recognized under tax receivable agreement - net of tax     (103) (140)
Adjustment of noncontrolling interest in the Operating Company     0 0
Ending balance 2,039,069 1,921,383 2,039,069 1,921,383
Total Members’ Capital        
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Beginning balance 696,718 639,116 678,054 618,131
Net income 4,756 6,603 21,804 25,638
Share-based compensation expense 993 917 2,809 2,610
Reacquisition of share-based compensation awards for tax-withholding purposes     (823) (202)
Other comprehensive income—net of tax 8 25 21 76
Adjustment to liability recognized under tax receivable agreement - net of tax     (103) (140)
Adjustment of noncontrolling interest in the Operating Company     713 548
Ending balance 702,475 646,661 702,475 646,661
Contributed Capital        
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Beginning balance 593,211 589,634 591,606 587,733
Share-based compensation expense 993 917 2,809 2,610
Reacquisition of share-based compensation awards for tax-withholding purposes     (823) (202)
Adjustment to liability recognized under tax receivable agreement - net of tax     (103) (140)
Adjustment of noncontrolling interest in the Operating Company     715 550
Ending balance 594,204 590,551 594,204 590,551
Retained Earnings        
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Beginning balance 105,828 52,421 88,780 33,386
Net income 4,756 6,603 21,804 25,638
Ending balance 110,584 59,024 110,584 59,024
Accumulated Other Comprehensive Loss        
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Beginning balance (2,321) (2,939) (2,332) (2,988)
Other comprehensive income—net of tax 8 25 21 76
Adjustment of noncontrolling interest in the Operating Company     (2) (2)
Ending balance (2,313) (2,914) (2,313) (2,914)
Noncontrolling Interests        
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Beginning balance 1,330,609 1,269,210 1,304,050 1,249,916
Net income 7,579 7,555 34,841 29,341
Other comprehensive income—net of tax 5 16 15 46
Tax distributions to noncontrolling interests (1,599) (2,059) (1,599) (4,033)
Adjustment of noncontrolling interest in the Operating Company     (713) (548)
Ending balance $ 1,336,594 $ 1,274,722 $ 1,336,594 $ 1,274,722
Class A Common Shares | Common Stock        
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Beginning Balance (in shares) 69,358,504 69,199,938 69,199,938 69,068,354
Reacquisition of share-based compensation awards for tax-withholding purposes (in shares)     (282,883) (83,660)
Issuance of share-based compensation awards, (in shares)     158,940  
Issuance of share-based compensation awards, net of forfeitures (in shares)       215,244
Settlement of restricted share units for Class A common shares (in shares)     282,509  
Ending Balance (in shares) 69,358,504 69,199,938 69,358,504 69,199,938
Class B Common Shares | Common Stock        
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
v3.24.3
Condensed Consolidated Statements of Capital (Parenthetical) - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Statement of Stockholders' Equity [Abstract]    
Other comprehensive income, tax $ 5 $ 0
Tax related to adjustments to liability recognized under tax receivable agreement $ 40 $ 0
v3.24.3
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:    
NET INCOME $ 56,645 $ 54,979
Adjustments to reconcile net income to net cash (used in) provided by operating activities:    
Equity in earnings from unconsolidated entities (45,071) (52,554)
Return on investment from Great Park Venture 45,218 52,736
Deferred income taxes 7,350 0
Depreciation and amortization 16,088 13,077
Share-based compensation 2,809 2,610
Changes in operating assets and liabilities:    
Inventories (123,540) (12,245)
Related party assets (39,717) 4,244
Other assets (579) 3,581
Accounts payable and other liabilities 18,641 5,893
Related party liabilities (5,456) (7,257)
Net cash (used in) provided by operating activities (67,612) 65,064
CASH FLOWS FROM INVESTING ACTIVITIES:    
Purchase of properties and equipment (681) 0
Net cash provided by investing activities 41,208 29,946
CASH FLOWS FROM FINANCING ACTIVITIES:    
Payment of financing costs (454) 0
Related party reimbursement obligation 0 (4,282)
Reacquisition of share-based compensation awards for tax-withholding purposes (823) (202)
Repayments of notes payable (100,000) 0
Tax distributions to noncontrolling interests (1,599) (4,033)
Net cash used in financing activities (102,876) (8,517)
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH (129,280) 86,493
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period 354,793 132,763
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period 225,513 219,256
Great Park Venture    
Adjustments to reconcile net income to net cash (used in) provided by operating activities:    
Equity in earnings from unconsolidated entities (45,218) (53,072)
CASH FLOWS FROM INVESTING ACTIVITIES:    
Return of investment 40,999 29,028
Valencia Landbank Venture    
Adjustments to reconcile net income to net cash (used in) provided by operating activities:    
Equity in earnings from unconsolidated entities (500) (500)
CASH FLOWS FROM INVESTING ACTIVITIES:    
Return of investment $ 890 $ 918
v3.24.3
Business and Organization
 9 Months Ended
Sep. 30, 2024
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. As disclosed in an Amendment No. 1 to Schedule 13D filed on October 10, 2024, affiliates of Castlelake have entered into a share purchase agreement (the “Share Purchase Agreement”) with GFFP Holdings, LLC ("GFFP"), pursuant to which Castlelake has agreed to sell its Class A and Class B common shares, as well as its equity interests in the Operating Company and the San Francisco Venture to GFFP. The sale is expected to close once the conditions to closing set forth in the Share Purchase Agreement are satisfied. The diagram below presents a simplified depiction of the Company’s organizational structure as of September 30, 2024:
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 September 30, 2024, 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 October 11, 2024 ($4.01), the equity market capitalization of the Company was approximately $595.9 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”), previously consisted of 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, all of which had been distributed as of September 30, 2024 (See Note 4), as a result of which, the Legacy Interests are no longer deemed to be outstanding. 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.
v3.24.3
Basis of Presentation
 9 Months Ended
Sep. 30, 2024
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, 2023. 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 nine months ended September 30, 2024 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 income (expense)—Miscellaneous other income (expense) consisted of the following (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Net periodic pension benefit (cost)$24 $(21)$71 $(62)
Other(1)
— 1,095 (5,928)1,095 
Total miscellaneous other income (expense)$24 $1,074 $(5,857)$1,033 
(1) In January 2024, the Company settled an exchange offer on its $625.0 million 7.875% Senior Notes (see Note 9). For the nine months ended September 30, 2024, the Company incurred $5.9 million in third party costs related to the debt modification, which is included in other in the table above.
Recently issued accounting pronouncements—In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which primarily requires expanded disclosure of significant segment expenses and other segment items on an annual and interim basis. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The standard will be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the effect of this update on the Company’s financial statement disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which primarily requires expanded disclosures for income taxes paid and the effective tax rate reconciliation. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retrospective basis. The Company is currently evaluating the effect of this update on the Company’s financial statement disclosures.
v3.24.3
Revenues
 9 Months Ended
Sep. 30, 2024
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 September 30, 2024Nine Months Ended September 30, 2024
Valencia San Francisco
Great Park(1)
Commercial(1)
TotalValencia San Francisco
Great Park(1)
Commercial(1)
Total
Land sales and land sales—related party
$372 $— $— $— $372 $1,214 $— $— $— $1,214 
Management services—related party
— — 15,915 115 16,030 — — 74,679 356 75,035 
Operating properties128 — — — 128 371 — — — 371 
500 — 15,915 115 16,530 1,585 — 74,679 356 76,620 
Operating properties leasing revenues312 171 — — 483 1,013 507 — — 1,520 
$812 $171 $15,915 $115 $17,013 $2,598 $507 $74,679 $356 $78,140 

Three Months Ended September 30, 2023Nine Months Ended September 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
$60,694 $— $— $— $60,694 $61,280 $— $— $— $61,280 
Management services—related party
— — 4,392 110 4,502 — — 29,191 321 29,512 
Operating properties250 — — — 250 749 — — — 749 
60,944 — 4,392 110 65,446 62,029 — 29,191 321 91,541 
Operating properties leasing revenues312 165 — — 477 943 489 — — 1,432 
$61,256 $165 $4,392 $110 $65,923 $62,972 $489 $29,191 $321 $92,973 
(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 nine months ended September 30, 2024 were $72.1 million ($69.1 million related party, see Note 8) and $110.0 million ($108.8 million related party, see Note 8), respectively. The net increase of $37.9 million for the nine months ended September 30, 2024 between the opening and closing balances of the Company’s contract assets primarily resulted from additional incentive compensation revenue recognized during the period that resulted from changes in the estimated constrained transaction price of the Company’s amended and restated development management agreement (“A&R DMA”) with the Great Park Venture (see Note 8) partially offset by the receipt of marketing fees from homebuilders from prior period land sales and the receipt of $25.1 million in incentive compensation payments from the Great Park Venture.
The opening and closing balances of the Company’s contract assets for the nine months ended September 30, 2023 were $86.5 million ($79.9 million related party, see Note 8) and $79.7 million ($75.6 million related party, see Note 8), respectively. The decrease of $6.8 million for the nine months ended September 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 A&R DMA with the Great Park Venture (see Note 8).
The opening and closing balances of the Company’s other receivables from contracts with customers and contract liabilities for the nine months ended September 30, 2024 and 2023 were insignificant.
v3.24.3
Investment In Unconsolidated Entities
 9 Months Ended
Sep. 30, 2024
Equity Method Investments and Joint Ventures [Abstract]  
Investment in Unconsolidated Entities INVESTMENT IN UNCONSOLIDATED ENTITIES
Great Park Venture
The Great Park Venture previously had two classes of membership interests—“Percentage Interests” and “Legacy Interests.” The Operating Company owned 37.5% of the Great Park Venture’s Percentage Interests as of September 30, 2024. Legacy Interest holders were entitled to receive priority distributions in an aggregate amount equal to $476.0 million, which were satisfied as of December 31, 2021, and up to an additional $89.0 million from participation in subsequent distributions.
During the nine months ended September 30, 2024, the Great Park Venture made aggregate distributions of $18.1 million to holders of Legacy Interests and $229.9 million to holders of Percentage Interests. The Company received $86.2 million for its 37.5% Percentage Interest. With the distributions to the holders of Legacy Interests during the nine months ended September 30, 2024, the Great Park Venture fully satisfied the $89.0 million maximum participating Legacy Interest distribution rights, as a result of which, the Legacy Interests are no longer deemed to be outstanding.
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 nine months ended September 30, 2024, the Great Park Venture recognized $19.8 million in land sale revenues to related parties of the Company and $273.7 million in land sale revenues to third parties.
During the nine months ended September 30, 2023, the Great Park Venture recognized $9.4 million in land sale revenues to related parties of the Company and $363.1 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.
The following table summarizes the statements of operations of the Great Park Venture for the nine months ended September 30, 2024 and 2023 (in thousands):
Nine Months Ended September 30,
20242023
Land sale and related party land sale revenues$293,593 $372,472 
Cost of land sales
(67,062)(165,749)
Other costs and expenses
(95,068)(37,204)
Net income of Great Park Venture$131,463 $169,519 
The Company’s share of net income$49,299 $63,570 
Basis difference amortization, net(4,081)(10,498)
Equity in earnings from Great Park Venture$45,218 $53,072 
The following table summarizes the balance sheet data of the Great Park Venture and the Company’s investment balance as of September 30, 2024 and December 31, 2023 (in thousands):
September 30, 2024December 31, 2023
Inventories
$318,182 $391,352 
Cash and cash equivalents
58,120 61,054 
Contract assets, receivables and other assets, net215,327 166,793 
Total assets
$591,629 $619,199 
Accounts payable and other liabilities
$273,801 $184,847 
Redeemable Legacy Interests
— 18,075 
Capital (Percentage Interest)
317,828 416,277 
Total liabilities and capital
$591,629 $619,199 
The Company’s share of capital in Great Park Venture
$119,187 $156,105 
Unamortized basis difference
53,600 57,681 
The Company’s investment in the Great Park Venture
$172,787 $213,786 

Gateway Commercial Venture
The Company owned a 75% interest in the Gateway Commercial Venture as of September 30, 2024. 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 nine months ended September 30, 2024 and 2023, the Gateway Commercial Venture recognized $7.0 million and $6.3 million, respectively, in rental revenues from those leasing arrangements.
The following table summarizes the statements of operations of the Gateway Commercial Venture for the nine months ended September 30, 2024 and 2023 (in thousands):
Nine Months Ended September 30,
20242023
Rental revenues$7,002 $6,329 
Rental operating and other expenses(2,735)(2,875)
Depreciation and amortization (3,011)(2,982)
Interest expense(2,078)(1,829)
Net loss of Gateway Commercial Venture$(822)$(1,357)
Equity in loss from Gateway Commercial Venture$(617)$(1,018)
The following table summarizes the balance sheet data of the Gateway Commercial Venture and the Company’s investment balance as of September 30, 2024 and December 31, 2023 (in thousands):
September 30, 2024December 31, 2023
Real estate and related intangible assets, net$73,707 $76,719 
Cash and restricted cash7,349 5,574 
Other assets3,347 3,554 
Total assets$84,403 $85,847 
Notes payable, net$28,693 $28,850 
Other liabilities6,158 6,623 
Members’ capital49,552 50,374 
Total liabilities and capital$84,403 $85,847 
The Company’s investment in the Gateway Commercial Venture$37,164 $37,781 
In August 2023, the Gateway Commercial Venture refinanced its mortgage note, extending the maturity date to August 2025. As a condition of the refinancing, the Company is subject to certain guaranties of the Gateway Commercial Venture’s mortgage note, including an interest and carry guaranty along with a springing guaranty of 50% of the outstanding balance in the event the Gateway Commercial Venture’s leases with either the Company or the affiliate of Lennar are no longer in effect and the Gateway Commercial Venture is unable to meet certain financial covenants.
Valencia Landbank Venture
As of September 30, 2024, 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 September 30, 2024 and December 31, 2023, the Company’s investment in the Valencia Landbank Venture was $0.8 million and $1.2 million, respectively, and the Company recognized $0.5 million and $0.5 million in equity in earnings for the nine months ended September 30, 2024 and 2023, respectively.
v3.24.3
Noncontrolling Interests
 9 Months Ended
Sep. 30, 2024
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 September 30, 2024, 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 (see Note 1) 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 nine months ended September 30, 2024 and 2023, 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 nine months ended September 30, 2024 and 2023, were as follows (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Management Partner$221 $2,059 $221 $4,033 
Other partners (excluding the Holding Company)1,378 — 1,378 — 
Total tax distributions$1,599 $2,059 $1,599 $4,033 
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 (see Note 1). 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 each of September 30, 2024 and December 31, 2023, $25.0 million of Class C units were outstanding and included in redeemable noncontrolling interest on the condensed consolidated balance sheets.
v3.24.3
Consolidated Variable Interest Entity
 9 Months Ended
Sep. 30, 2024
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 September 30, 2024, the San Francisco Venture had total combined assets of $1.41 billion, primarily comprised of $1.40 billion of inventories and $0.9 million in related party assets, and total combined liabilities of $68.9 million, including $61.4 million in related party liabilities.
As of December 31, 2023, the San Francisco Venture had total combined assets of $1.36 billion, primarily comprised of $1.36 billion of inventories and $0.9 million in related party assets, and total combined liabilities of $61.9 million, including $59.4 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’s operating subsidiaries may only be used as collateral for the obligations of the operating subsidiaries. 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 September 30, 2024, FP LP and FPL had combined assets of $1.1 billion, primarily comprised of $935.8 million of inventories, $11.5 million of intangibles and $108.8 million in related party assets, and total combined liabilities of $61.2 million, including $60.3 million in accounts payable and other liabilities and $0.8 million in related party liabilities.
As of December 31, 2023, FP LP and FPL had combined assets of $1.0 billion, primarily comprised of $855.6 million of inventories, $25.3 million of intangibles and $69.1 million in related party assets, and total combined liabilities of $60.0 million, including $57.3 million in accounts payable and other liabilities and $2.7 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 nine months ended September 30, 2024 and 2023, there were no VIEs that were deconsolidated.
v3.24.3
Intangible Asset, Net - Related Party
 9 Months Ended
Sep. 30, 2024
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 September 30, 2024 and December 31, 2023 were as follows (in thousands):
September 30, 2024December 31, 2023
Gross carrying amount$129,705 $129,705 
Accumulated amortization(118,170)(104,435)
Net book value$11,535 $25,270 
Intangible asset amortization expense, as a result of revenue recognition attributable to incentive compensation, was $2.2 million and $13.7 million for the three and nine months ended September 30, 2024, respectively, and $0.6 million and $9.2 million for the three and nine months ended September 30, 2023, respectively. 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.
v3.24.3
Related Party Transactions
 9 Months Ended
Sep. 30, 2024
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 September 30, 2024 and December 31, 2023 consisted of the following (in thousands):
September 30, 2024December 31, 2023
Related Party Assets:
Contract assets (see Note 3)
$108,785 $69,068 
Operating lease right-of-use asset (corporate office lease at Five Point Gateway Campus)12,182 14,040 
Other
862 862 
$121,829 $83,970 
Related Party Liabilities:
Reimbursement obligation
$61,387 $59,378 
Payable to holders of Management Company’s Class B interests
— 1,828 
Operating lease liability (corporate office lease at Five Point Gateway Campus)9,687 10,974 
Accrued advisory fees375 4,725 
Other
1,169 1,169 
$72,618 $78,074 
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 a second amendment to the A&R DMA establishing the terms of service through December 31, 2024 (the “First Renewal Term”). In September 2024, the Company and the Great Park Venture entered into a third amendment to the A&R DMA. Under the third amendment, the term of the A&R DMA has been renewed through December 31, 2026 (the “Second Renewal Term”). The compensation payable to the Company during the Second Renewal Term includes a $13.5 million annual fixed base fee beginning in 2025, which reflects an increase from the current $12.0 million annual fixed base fee under the First Renewal Term, and incentive compensation payments. The incentive compensation provisions of the A&R DMA were not changed pursuant to the third amendment. If the A&R DMA is not extended by mutual agreement of the parties beyond December 31, 2026 and the Company is no longer providing management services subsequent to December 31, 2026, the Company will be entitled to 6.75% of distributions paid thereafter.
During the nine months ended September 30, 2024, the Great Park Venture made Legacy Incentive Compensation payments to the Company of $1.8 million and Non-Legacy Incentive Compensation payments of $23.2 million. Upon receiving the Legacy Incentive Compensation payments, the Company distributed the $1.8 million in proceeds to the holders of the Management Company’s Class B interests. As of September 30, 2024, the holders of the Management Company’s Class B interests had no further distribution rights.
At September 30, 2024 and December 31, 2023, included in contract assets in the table above is $106.7 million and $66.1 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 $15.9 million and $74.7 million for the three and nine months ended September 30, 2024, respectively, and $4.4 million and $29.2 million for the three and nine months ended September 30, 2023, respectively.
v3.24.3
Notes Payable, Net
 9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Notes Payable, Net NOTES PAYABLE, NET
At September 30, 2024 and December 31, 2023, notes payable, net consisted of the following (in thousands):
September 30, 2024December 31, 2023
10.500% initial rate New Senior Notes due 2028
$523,494 $— 
7.875% Senior Notes due 2025
1,500 625,000 
Unamortized premium1,889 — 
Unamortized debt issuance costs(1,974)(2,814)
$524,909 $622,186 
Senior Notes
The Operating Company and Five Point Capital Corp., a directly wholly owned subsidiary of the Operating Company (the “Co-Issuer” and, together with the Operating Company, the “Issuers”), previously offered, sold and issued $625.0 million aggregate principal amount of 7.875% unsecured senior notes due November 15, 2025 (the “Senior Notes”).
The Senior Notes are guaranteed, jointly and severally, by certain direct and indirect subsidiaries of the Operating Company and are redeemable at the option of the Issuers, in whole or in part, at par, plus accrued and unpaid interest.
On January 16, 2024, the Issuers settled an exchange offer to exchange any and all of the Senior Notes for new 10.500% initial rate senior notes due January 15, 2028 (the “New Senior Notes”). Pursuant to the exchange offer, the Issuers exchanged $623.5 million aggregate principal amount of Senior Notes, which represented 99.76% of the existing Senior Notes outstanding immediately prior to the exchange offer, for $523.5 million aggregate principal amount of New Senior Notes and $100.0 million of aggregate cash consideration, plus accrued interest. The New Senior Notes accrue interest at a rate of 10.500% per annum from and including January 16, 2024 to, but not including, November 15, 2025, 11.000% per annum from and including November 15, 2025 to, but not including, November 15, 2026, and 12.000% per annum from and including November 15, 2026 to, but not including, January 15, 2028. Interest on the New Senior Notes is payable semi-annually on each May 15 and November 15, commencing May 15, 2024. The exchange was accounted for as a debt modification under ASC 470-50 as the terms of the New Senior Notes were not substantially different from the terms of the Senior Notes. Under debt modification accounting, third party costs are expensed as incurred. During the nine months ended September 30, 2024, the Company expensed $5.9 million in third party transaction and advisory costs incurred in connection with the exchange. Debt issuance costs and premium are amortized over the term of the New Senior Notes using the effective interest method. The New Senior Notes are guaranteed, jointly and severally, by certain direct and indirect subsidiaries of the Operating Company and are redeemable at the option of the Issuers, in whole or in part, at a declining call premium as set forth in the indenture governing the New Senior Notes, plus accrued and unpaid interest.
Revolving Credit Facility
The Operating Company has a $125.0 million unsecured revolving credit facility, with $100.0 million of the commitments under the revolving credit facility maturing in July 2027 and the remaining $25.0 million commitment maturing in April 2026. Any borrowings under the revolving credit agreement will bear interest at CME Term Secured Overnight Financing Rate 1 Month increased by 0.10% plus a margin of either 2.25% or 2.50% based on the Company’s leverage ratio. The revolving credit facility includes an accordion feature that allows the Operating Company to increase the maximum aggregate commitments up to $150.0 million, subject to certain conditions, including the receipt of commitments from the lenders. As of September 30, 2024, no borrowings or letters of credit were outstanding on the Operating Company’s revolving credit facility.
v3.24.3
Tax Receivable Agreement
 9 Months Ended
Sep. 30, 2024
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 September 30, 2024 and December 31, 2023, the Company’s condensed consolidated balance sheets included liabilities of $173.4 million and $173.2 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 nine months ended September 30, 2024 or 2023.
v3.24.3
Commitments and Contingencies
 9 Months Ended
Sep. 30, 2024
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 September 30, 2024 and December 31, 2023 (in thousands):
September 30, 2024December 31, 2023
Operating lease right-of-use assets ($12,182 and $14,040 related party, respectively)
$13,918 $16,002 
Operating lease liabilities ($9,687 and $10,974 related party, respectively)
$11,502 $12,755 
In addition to operating lease payment guarantees, the Holding Company had other contractual payment guarantees as of September 30, 2024 totaling $6.6 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 of the Company’s development obligations. The Company had outstanding performance bonds of $367.0 million and $306.9 million as of September 30, 2024 and December 31, 2023, 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 September 30, 2024 and December 31, 2023, 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 September 30, 2024 and December 31, 2023, 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 September 30, 2024 and December 31, 2023, 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. 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.
v3.24.3
Supplemental Cash Flow Information
 9 Months Ended
Sep. 30, 2024
Supplemental Cash Flow Elements [Abstract]  
Supplemental Cash Flow Information SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental cash flow information for the nine months ended September 30, 2024 and 2023 was as follows (in thousands):
Nine Months Ended September 30,
20242023
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest, all of which was capitalized to inventories$26,549 $26,668 
Cash paid for income taxes, net$2,505 $— 
Noncash lease expense$2,087 $3,086 
NONCASH INVESTING AND FINANCING ACTIVITIES:
Adjustment to operating lease right-of-use assets from lease modification$— $(773)
Adjustment to liability recognized under TRA$143 $140 
Senior Notes due 2025 exchanged for New Senior Notes due 2028 (see Note 9)$523,500 $— 
Noncash lease expense is included within the depreciation and amortization adjustment to net income 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 nine months ended September 30, 2024 and 2023 (in thousands):
September 30, 2024September 30, 2023
Cash and cash equivalents$224,521 $218,264 
Restricted cash and certificates of deposit992 992 
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows$225,513 $219,256 
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.
v3.24.3
Segment Reporting
 9 Months Ended
Sep. 30, 2024
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 September 30, 2024, 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 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 September 30, 2024, 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 September 30,Nine Months Ended September 30,
20242023202420232024202320242023
Valencia
$812 $61,256 $(2,591)$19,614 $2,598 $62,972 $(9,076)$12,637 
San Francisco
171 165 (1,042)(862)507 489 (3,103)(2,777)
Great Park
77,427 7,668 45,061 640 368,272 401,663 186,675 184,291 
Commercial
2,344 2,264 (301)(358)7,358 6,650 (466)(1,036)
Total reportable segments80,754 71,353 41,127 19,034 378,735 471,774 174,030 193,115 
Reconciling items:
Removal of results of unconsolidated entities—
Great Park Venture (1)(61,512)(3,276)(33,402)1,381 (293,593)(372,472)(131,463)(169,519)
Gateway Commercial Venture (1)(2,229)(2,154)416 468 (7,002)(6,329)822 1,357 
Add equity in earnings (losses) from unconsolidated entities—
Great Park Venture— — 12,088 (412)— — 45,218 53,072 
Gateway Commercial Venture— — (312)(351)— — (617)(1,018)
Corporate and unallocated (2)
— — (7,582)(5,962)— — (31,345)(22,028)
Total consolidated balances
$17,013 $65,923 $12,335 $14,158 $78,140 $92,973 $56,645 $54,979 
(1) Represents the removal of the Great Park Venture and Gateway Commercial Venture operating results, which are included in the Great Park segment and Commercial segment operating results at 100% of each venture’s historical basis, respectively, but are not included in 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, current and deferred tax provision and Senior Notes exchange costs.
Segment assets and reconciliations to the Company’s consolidated balances are as follows (in thousands):
September 30, 2024December 31, 2023
Valencia
$974,003 $895,983 
San Francisco
1,406,992 1,360,036 
Great Park
709,974 710,665 
Commercial
84,403 85,847 
Total reportable segments3,175,372 3,052,531 
Reconciling items:
Removal of unconsolidated balances of Great Park Venture (1)
(591,629)(619,199)
Removal of unconsolidated balances of Gateway Commercial Venture (1)
(84,403)(85,847)
Other eliminations (2)
(127)(174)
Add investment balance in Great Park Venture
172,787 213,786 
Add investment balance in Gateway Commercial Venture
37,164 37,781 
Corporate and unallocated (3)
240,300 370,410 
Total consolidated balances
$2,949,464 $2,969,288 

(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.
v3.24.3
Share-Based Compensation
 9 Months Ended
Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation SHARE-BASED COMPENSATION
The following table summarizes share-based equity compensation activity for the nine months ended September 30, 2024:
Share-Based Awards
(in thousands)		Weighted-Average Grant
Date Fair Value
Nonvested at January 1, 2024
4,409 $2.13 
Granted
2,873 $2.58 
Forfeited
— $— 
Vested
(840)$4.65 
Nonvested at September 30, 2024
6,442 $2.00 
Share-based compensation expense was $1.0 million and $2.8 million for the three and nine months ended September 30, 2024, respectively, and $0.9 million and $2.6 million for the three and nine months ended September 30, 2023, respectively. Share-based compensation expense is included in selling, general, and administrative expenses on the accompanying condensed consolidated statements of operations.
The estimated fair value at vesting of share-based awards that vested during the nine months ended September 30, 2024 was $2.5 million. During the nine months ended September 30, 2024 and 2023, the Company reacquired vested restricted Class A common shares for $0.8 million and $0.2 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.
v3.24.3
Employee Benefit Plans
 9 Months Ended
Sep. 30, 2024
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 (benefit) cost for the three and nine months ended September 30, 2024 and 2023, are as follows (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Net periodic (benefit) cost:
Interest cost
$191 $202 $575 $606 
Expected return on plan assets
(229)(222)(687)(666)
Amortization of net actuarial loss
14 41 41 122 
Net periodic (benefit) cost$(24)$21 $(71)$62 
Net periodic (benefit) cost 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.
v3.24.3
Income Taxes
 9 Months Ended
Sep. 30, 2024
Income Tax Disclosure [Abstract]  
Income Taxes 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.
During the three months ended September 30, 2024, the Company recorded a $1.9 million provision for income taxes on pre-tax income of $14.2 million. In the three months ended September 30, 2023, other than a small income tax provision attributed to one of the Company’s consolidated subsidiary corporations, 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 $14.2 million. During the nine months ended September 30, 2024, the Company recorded a $8.7 million provision for income taxes on pre-tax income of $65.4 million. In the nine months ended September 30, 2023, other than a small income tax provision attributed to one of the Company’s consolidated subsidiary corporations, 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 $55.0 million.
The effective tax rate for the nine months ended September 30, 2024 was higher than in the nine months ended September 30, 2023 primarily due to the Company’s valuation allowance, which was released during the year ended December 31, 2023. The effective tax rates for both the nine months ended September 30, 2024 and 2023 differ from the 21% federal statutory rate and applicable state statutory rates primarily due to the 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.
v3.24.3
Financial Instruments and Fair Value Measurements and Disclosures
 9 Months Ended
Sep. 30, 2024
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 September 30, 2024 and December 31, 2023.
The fair value of the Company’s notes payable, net, are estimated based on quoted market prices or discounting the expected cash flows based on rates available to the Company (level 2). At September 30, 2024, the estimated fair value of notes payable, net was $538.2 million, compared to a carrying value of $524.9 million. At December 31, 2023, the estimated fair value of notes payable,
net was $622.7 million, compared to a carrying value of $622.2 million. During the three and nine months ended September 30, 2024 and 2023, the Company had no assets that were measured at fair value on a nonrecurring basis.
v3.24.3
Earnings Per Share
 9 Months Ended
Sep. 30, 2024
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 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 nine months ended September 30, 2024 or 2023.
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 restricted stock units (“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 per share calculations for the three and nine months ended September 30, 2024 and 2023 (in thousands, except shares and per share amounts):    
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Numerator:
Net income attributable to the Company$4,756 $6,603 $21,804 $25,638 
Adjustments to net income attributable to the Company— — (7)(13)
Net income attributable to common shareholders$4,756 $6,603 $21,797 $25,625 
Numerator—basic common shares:
Net income attributable to common shareholders$4,756 $6,603 $21,797 $25,625 
Less: net income allocated to participating securities
5 32 31 131 
Allocation of basic net income among common shareholders$4,751 $6,571 $21,766 $25,494 
Numerator for basic net income available to Class A common shareholders$4,749 $6,569 $21,759 $25,485 
Numerator for basic net income available to Class B common shareholders$2 $2 $7 $9 
Numerator—diluted common shares:
Net income attributable to common shareholders$4,756 $6,603 $21,797 $25,625 
Reallocation of income from dilutive potential securities5,109 7,226 23,480 28,135 
Less: net income allocated to participating securities
5 32 30 131 
Allocation of diluted net income among common shareholders$9,860 $13,797 $45,247 $53,629 
Numerator for diluted net income available to Class A common shareholders$9,858 $13,795 $45,240 $53,620 
Numerator for diluted net income available to Class B common shareholders$2 $2 $7 $9 
Denominator:
Basic weighted average Class A common shares outstanding69,279,028 68,865,783 69,192,620 68,794,915 
Diluted weighted average Class A common shares outstanding
146,565,417 145,312,266 146,394,307 145,064,113 
Basic and diluted weighted average Class B common shares outstanding79,233,544 79,233,544 79,233,544 79,233,544 
Basic earnings per share:
Class A common shares
$0.07 $0.10 $0.31 $0.37 
Class B common shares
$0.00 $0.00 $0.00 $0.00 
Diluted earnings per share:
Class A common shares
$0.07 $0.09 $0.31 $0.37 
Class B common shares
$0.00 $0.00 $0.00 $0.00 
Anti-dilutive potential RSUs
— — — — 
Anti-dilutive potential Performance RSUs
4,107,889 3,123,408 4,107,889 3,123,408 
Anti-dilutive potential Restricted Shares (weighted average)
— — — — 
Anti-dilutive potential Class A common shares from exchanges (weighted average)3,137,134 3,137,134 3,137,134 3,137,134 
v3.24.3
Accumulated Other Comprehensive Loss
 9 Months Ended
Sep. 30, 2024
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 $2.3 million and $2.3 million at September 30, 2024 and December 31, 2023, respectively, net of tax benefits of $0.6 million and $0.6 million, respectively. Accumulated other comprehensive loss of $1.4 million and $1.5 million is included in noncontrolling interests at September 30, 2024 and December 31, 2023, 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 attributable to the Company related to amortization of net actuarial losses were approximately $21,000 and $76,000, net of taxes, for the nine months ended September 30, 2024 and 2023, respectively, and are included in miscellaneous other income (expense) in the accompanying condensed consolidated statements of operations.
v3.24.3
Basis of Presentation (Policies)
 9 Months Ended
Sep. 30, 2024
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, 2023. 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 nine months ended September 30, 2024 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 issued accounting pronouncements
Recently issued accounting pronouncements—In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which primarily requires expanded disclosure of significant segment expenses and other segment items on an annual and interim basis. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The standard will be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the effect of this update on the Company’s financial statement disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which primarily requires expanded disclosures for income taxes paid and the effective tax rate reconciliation. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retrospective basis. The Company is currently evaluating the effect of this update on the Company’s financial statement disclosures.
v3.24.3
Basis of Presentation (Tables)
 9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Schedule of Miscellaneous Other Income (Expense)
Miscellaneous other income (expense)—Miscellaneous other income (expense) consisted of the following (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Net periodic pension benefit (cost)$24 $(21)$71 $(62)
Other(1)
— 1,095 (5,928)1,095 
Total miscellaneous other income (expense)$24 $1,074 $(5,857)$1,033 
(1) In January 2024, the Company settled an exchange offer on its $625.0 million 7.875% Senior Notes (see Note 9). For the nine months ended September 30, 2024, the Company incurred $5.9 million in third party costs related to the debt modification, which is included in other in the table above.
v3.24.3
Revenues (Tables)
 9 Months Ended
Sep. 30, 2024
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 September 30, 2024Nine Months Ended September 30, 2024
Valencia San Francisco
Great Park(1)
Commercial(1)
TotalValencia San Francisco
Great Park(1)
Commercial(1)
Total
Land sales and land sales—related party
$372 $— $— $— $372 $1,214 $— $— $— $1,214 
Management services—related party
— — 15,915 115 16,030 — — 74,679 356 75,035 
Operating properties128 — — — 128 371 — — — 371 
500 — 15,915 115 16,530 1,585 — 74,679 356 76,620 
Operating properties leasing revenues312 171 — — 483 1,013 507 — — 1,520 
$812 $171 $15,915 $115 $17,013 $2,598 $507 $74,679 $356 $78,140 

Three Months Ended September 30, 2023Nine Months Ended September 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
$60,694 $— $— $— $60,694 $61,280 $— $— $— $61,280 
Management services—related party
— — 4,392 110 4,502 — — 29,191 321 29,512 
Operating properties250 — — — 250 749 — — — 749 
60,944 — 4,392 110 65,446 62,029 — 29,191 321 91,541 
Operating properties leasing revenues312 165 — — 477 943 489 — — 1,432 
$61,256 $165 $4,392 $110 $65,923 $62,972 $489 $29,191 $321 $92,973 
(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).
v3.24.3
Investment In Unconsolidated Entities (Tables)
 9 Months Ended
Sep. 30, 2024
Equity Method Investments and Joint Ventures [Abstract]  
Schedule of Equity Method Investments
The following table summarizes the statements of operations of the Great Park Venture for the nine months ended September 30, 2024 and 2023 (in thousands):
Nine Months Ended September 30,
20242023
Land sale and related party land sale revenues$293,593 $372,472 
Cost of land sales
(67,062)(165,749)
Other costs and expenses
(95,068)(37,204)
Net income of Great Park Venture$131,463 $169,519 
The Company’s share of net income$49,299 $63,570 
Basis difference amortization, net(4,081)(10,498)
Equity in earnings from Great Park Venture$45,218 $53,072 
The following table summarizes the balance sheet data of the Great Park Venture and the Company’s investment balance as of September 30, 2024 and December 31, 2023 (in thousands):
September 30, 2024December 31, 2023
Inventories
$318,182 $391,352 
Cash and cash equivalents
58,120 61,054 
Contract assets, receivables and other assets, net215,327 166,793 
Total assets
$591,629 $619,199 
Accounts payable and other liabilities
$273,801 $184,847 
Redeemable Legacy Interests
— 18,075 
Capital (Percentage Interest)
317,828 416,277 
Total liabilities and capital
$591,629 $619,199 
The Company’s share of capital in Great Park Venture
$119,187 $156,105 
Unamortized basis difference
53,600 57,681 
The Company’s investment in the Great Park Venture
$172,787 $213,786 
The following table summarizes the statements of operations of the Gateway Commercial Venture for the nine months ended September 30, 2024 and 2023 (in thousands):
Nine Months Ended September 30,
20242023
Rental revenues$7,002 $6,329 
Rental operating and other expenses(2,735)(2,875)
Depreciation and amortization (3,011)(2,982)
Interest expense(2,078)(1,829)
Net loss of Gateway Commercial Venture$(822)$(1,357)
Equity in loss from Gateway Commercial Venture$(617)$(1,018)
The following table summarizes the balance sheet data of the Gateway Commercial Venture and the Company’s investment balance as of September 30, 2024 and December 31, 2023 (in thousands):
September 30, 2024December 31, 2023
Real estate and related intangible assets, net$73,707 $76,719 
Cash and restricted cash7,349 5,574 
Other assets3,347 3,554 
Total assets$84,403 $85,847 
Notes payable, net$28,693 $28,850 
Other liabilities6,158 6,623 
Members’ capital49,552 50,374 
Total liabilities and capital$84,403 $85,847 
The Company’s investment in the Gateway Commercial Venture$37,164 $37,781 
v3.24.3
Noncontrolling Interest (Tables)
 9 Months Ended
Sep. 30, 2024
Noncontrolling Interest [Abstract]  
Schedule of Tax Distributions
Tax distributions to the partners of the Operating Company for the three and nine months ended September 30, 2024 and 2023, were as follows (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Management Partner$221 $2,059 $221 $4,033 
Other partners (excluding the Holding Company)1,378 — 1,378 — 
Total tax distributions$1,599 $2,059 $1,599 $4,033 
v3.24.3
Intangible Asset, Net - Related Party (Tables)
 9 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Finite-Lived Intangible Assets
The carrying amount and accumulated amortization of the intangible asset as of September 30, 2024 and December 31, 2023 were as follows (in thousands):
September 30, 2024December 31, 2023
Gross carrying amount$129,705 $129,705 
Accumulated amortization(118,170)(104,435)
Net book value$11,535 $25,270 
v3.24.3
Related Party Transactions (Tables)
 9 Months Ended
Sep. 30, 2024
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 September 30, 2024 and December 31, 2023 consisted of the following (in thousands):
September 30, 2024December 31, 2023
Related Party Assets:
Contract assets (see Note 3)
$108,785 $69,068 
Operating lease right-of-use asset (corporate office lease at Five Point Gateway Campus)12,182 14,040 
Other
862 862 
$121,829 $83,970 
Related Party Liabilities:
Reimbursement obligation
$61,387 $59,378 
Payable to holders of Management Company’s Class B interests
— 1,828 
Operating lease liability (corporate office lease at Five Point Gateway Campus)9,687 10,974 
Accrued advisory fees375 4,725 
Other
1,169 1,169 
$72,618 $78,074 
v3.24.3
Notes Payable, Net (Tables)
 9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Schedule of Long-term Debt Instruments
At September 30, 2024 and December 31, 2023, notes payable, net consisted of the following (in thousands):
September 30, 2024December 31, 2023
10.500% initial rate New Senior Notes due 2028
$523,494 $— 
7.875% Senior Notes due 2025
1,500 625,000 
Unamortized premium1,889 — 
Unamortized debt issuance costs(1,974)(2,814)
$524,909 $622,186 
v3.24.3
Commitments and Contingencies (Tables)
 9 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Schedule of 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 September 30, 2024 and December 31, 2023 (in thousands):
September 30, 2024December 31, 2023
Operating lease right-of-use assets ($12,182 and $14,040 related party, respectively)
$13,918 $16,002 
Operating lease liabilities ($9,687 and $10,974 related party, respectively)
$11,502 $12,755 
v3.24.3
Supplemental Cash Flow Information (Tables)
 9 Months Ended
Sep. 30, 2024
Supplemental Cash Flow Elements [Abstract]  
Schedule of Supplemental Cash Flow and Other Information Related to Leases
Supplemental cash flow information for the nine months ended September 30, 2024 and 2023 was as follows (in thousands):
Nine Months Ended September 30,
20242023
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest, all of which was capitalized to inventories$26,549 $26,668 
Cash paid for income taxes, net$2,505 $— 
Noncash lease expense$2,087 $3,086 
NONCASH INVESTING AND FINANCING ACTIVITIES:
Adjustment to operating lease right-of-use assets from lease modification$— $(773)
Adjustment to liability recognized under TRA$143 $140 
Senior Notes due 2025 exchanged for New Senior Notes due 2028 (see Note 9)$523,500 $— 
Schedule of 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 nine months ended September 30, 2024 and 2023 (in thousands):
September 30, 2024September 30, 2023
Cash and cash equivalents$224,521 $218,264 
Restricted cash and certificates of deposit992 992 
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows$225,513 $219,256 
v3.24.3
Segment Reporting (Tables)
 9 Months Ended
Sep. 30, 2024
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 September 30,Nine Months Ended September 30,
20242023202420232024202320242023
Valencia
$812 $61,256 $(2,591)$19,614 $2,598 $62,972 $(9,076)$12,637 
San Francisco
171 165 (1,042)(862)507 489 (3,103)(2,777)
Great Park
77,427 7,668 45,061 640 368,272 401,663 186,675 184,291 
Commercial
2,344 2,264 (301)(358)7,358 6,650 (466)(1,036)
Total reportable segments80,754 71,353 41,127 19,034 378,735 471,774 174,030 193,115 
Reconciling items:
Removal of results of unconsolidated entities—
Great Park Venture (1)(61,512)(3,276)(33,402)1,381 (293,593)(372,472)(131,463)(169,519)
Gateway Commercial Venture (1)(2,229)(2,154)416 468 (7,002)(6,329)822 1,357 
Add equity in earnings (losses) from unconsolidated entities—
Great Park Venture— — 12,088 (412)— — 45,218 53,072 
Gateway Commercial Venture— — (312)(351)— — (617)(1,018)
Corporate and unallocated (2)
— — (7,582)(5,962)— — (31,345)(22,028)
Total consolidated balances
$17,013 $65,923 $12,335 $14,158 $78,140 $92,973 $56,645 $54,979 
(1) Represents the removal of the Great Park Venture and Gateway Commercial Venture operating results, which are included in the Great Park segment and Commercial segment operating results at 100% of each venture’s historical basis, respectively, but are not included in 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, current and deferred tax provision and Senior Notes exchange costs.
Segment assets and reconciliations to the Company’s consolidated balances are as follows (in thousands):
September 30, 2024December 31, 2023
Valencia
$974,003 $895,983 
San Francisco
1,406,992 1,360,036 
Great Park
709,974 710,665 
Commercial
84,403 85,847 
Total reportable segments3,175,372 3,052,531 
Reconciling items:
Removal of unconsolidated balances of Great Park Venture (1)
(591,629)(619,199)
Removal of unconsolidated balances of Gateway Commercial Venture (1)
(84,403)(85,847)
Other eliminations (2)
(127)(174)
Add investment balance in Great Park Venture
172,787 213,786 
Add investment balance in Gateway Commercial Venture
37,164 37,781 
Corporate and unallocated (3)
240,300 370,410 
Total consolidated balances
$2,949,464 $2,969,288 

(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.
v3.24.3
Share-Based Compensation (Tables)
 9 Months Ended
Sep. 30, 2024
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 nine months ended September 30, 2024:
Share-Based Awards
(in thousands)		Weighted-Average Grant
Date Fair Value
Nonvested at January 1, 2024
4,409 $2.13 
Granted
2,873 $2.58 
Forfeited
— $— 
Vested
(840)$4.65 
Nonvested at September 30, 2024
6,442 $2.00 
v3.24.3
Employee Benefit Plans (Tables)
 9 Months Ended
Sep. 30, 2024
Retirement Benefits [Abstract]  
Schedule of Net Benefit Costs
The components of net periodic (benefit) cost for the three and nine months ended September 30, 2024 and 2023, are as follows (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Net periodic (benefit) cost:
Interest cost
$191 $202 $575 $606 
Expected return on plan assets
(229)(222)(687)(666)
Amortization of net actuarial loss
14 41 41 122 
Net periodic (benefit) cost$(24)$21 $(71)$62 
v3.24.3
Earnings Per Share (Tables)
 9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Schedule of Basic and Diluted Earnings Per Share
The following table summarizes the basic and diluted earnings per share calculations for the three and nine months ended September 30, 2024 and 2023 (in thousands, except shares and per share amounts):    
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Numerator:
Net income attributable to the Company$4,756 $6,603 $21,804 $25,638 
Adjustments to net income attributable to the Company— — (7)(13)
Net income attributable to common shareholders$4,756 $6,603 $21,797 $25,625 
Numerator—basic common shares:
Net income attributable to common shareholders$4,756 $6,603 $21,797 $25,625 
Less: net income allocated to participating securities
5 32 31 131 
Allocation of basic net income among common shareholders$4,751 $6,571 $21,766 $25,494 
Numerator for basic net income available to Class A common shareholders$4,749 $6,569 $21,759 $25,485 
Numerator for basic net income available to Class B common shareholders$2 $2 $7 $9 
Numerator—diluted common shares:
Net income attributable to common shareholders$4,756 $6,603 $21,797 $25,625 
Reallocation of income from dilutive potential securities5,109 7,226 23,480 28,135 
Less: net income allocated to participating securities
5 32 30 131 
Allocation of diluted net income among common shareholders$9,860 $13,797 $45,247 $53,629 
Numerator for diluted net income available to Class A common shareholders$9,858 $13,795 $45,240 $53,620 
Numerator for diluted net income available to Class B common shareholders$2 $2 $7 $9 
Denominator:
Basic weighted average Class A common shares outstanding69,279,028 68,865,783 69,192,620 68,794,915 
Diluted weighted average Class A common shares outstanding
146,565,417 145,312,266 146,394,307 145,064,113 
Basic and diluted weighted average Class B common shares outstanding79,233,544 79,233,544 79,233,544 79,233,544 
Basic earnings per share:
Class A common shares
$0.07 $0.10 $0.31 $0.37 
Class B common shares
$0.00 $0.00 $0.00 $0.00 
Diluted earnings per share:
Class A common shares
$0.07 $0.09 $0.31 $0.37 
Class B common shares
$0.00 $0.00 $0.00 $0.00 
Anti-dilutive potential RSUs
— — — — 
Anti-dilutive potential Performance RSUs
4,107,889 3,123,408 4,107,889 3,123,408 
Anti-dilutive potential Restricted Shares (weighted average)
— — — — 
Anti-dilutive potential Class A common shares from exchanges (weighted average)3,137,134 3,137,134 3,137,134 3,137,134 
v3.24.3
Business and Organization (Details)
$ / shares in Units, $ in Thousands
 9 Months Ended
Sep. 30, 2024
USD ($)
vote
member
Oct. 11, 2024
USD ($)
$ / shares
Dec. 31, 2023
USD ($)
Class of Stock [Line Items]      
Number of votes per share | vote 1    
Right to exchange, conversion ratio 1    
Other | $ $ 72,618   $ 78,074
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   $ 4.01  
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%    
Related Party      
Class of Stock [Line Items]      
Other | $ $ 72,618   $ 78,074
Equity Method Investee | Great Park | Contingent Payments Due from Related Parties      
Class of Stock [Line Items]      
Other | $ $ 565,000    
Five Point Operating Company, LLC | Related Party | The San Francisco Venture      
Class of Stock [Line Items]      
Right to exchange, conversion ratio 1    
Percentage of distributions entitled to receive 99.00%    
Five Point Land, LLC | Subsidiary of Common Parent      
Class of Stock [Line Items]      
Subsidiary ownership (as percent) 100.00%    
FPOVHI Member, LLC | Five Point Office Venture Holdings I, LLC Acquisition      
Class of Stock [Line Items]      
Percentage of equity ownership 75.00%    
San Francisco Venture | Subsidiary of Common Parent      
Class of Stock [Line Items]      
Subsidiary ownership (as percent) 100.00%    
Parent Company | Five Point Operating Company, LLC | Related Party      
Class of Stock [Line Items]      
Right to exchange, conversion ratio 1    
Parent Company | Five Point Operating Company, LLC | Related Party | 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 | Related Party | Subsequent Event      
Class of Stock [Line Items]      
Market capitalization of company | $   $ 595,900  
Common Class B      
Class of Stock [Line Items]      
Conversion of common shares, ratio 0.0003    
v3.24.3
Basis of Presentation (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Restructuring Cost and Reserve [Line Items]        
Net periodic pension benefit (cost) $ 24 $ (21) $ 71 $ (62)
Other 0 1,095 (5,928) 1,095
Total miscellaneous other income (expense) 24 $ 1,074 (5,857) $ 1,033
Debt modification costs     5,900  
7.875% Senior Notes due 2025 | Senior Notes        
Restructuring Cost and Reserve [Line Items]        
Aggregate principal amount $ 625,000   $ 625,000  
Interest rate on new notes (as percent) 7.875%   7.875%  
v3.24.3
Revenues - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Disaggregation of Revenue [Line Items]        
Revenue from customers $ 16,530 $ 65,446 $ 76,620 $ 91,541
Revenues 17,013 65,923 78,140 92,973
Land sales        
Disaggregation of Revenue [Line Items]        
Revenue from customers 372 60,694 1,214 61,280
Management services        
Disaggregation of Revenue [Line Items]        
Revenue from customers 16,030 4,502 75,035 29,512
Operating properties        
Disaggregation of Revenue [Line Items]        
Revenue from customers 128 250 371 749
Operating properties leasing revenues 483 477 1,520 1,432
Valencia        
Disaggregation of Revenue [Line Items]        
Revenue from customers 500 60,944 1,585 62,029
Revenues 812 61,256 2,598 62,972
Valencia | Land sales        
Disaggregation of Revenue [Line Items]        
Revenue from customers 372 60,694 1,214 61,280
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 128 250 371 749
Operating properties leasing revenues 312 312 1,013 943
San Francisco        
Disaggregation of Revenue [Line Items]        
Revenue from customers 0 0 0 0
Revenues 171 165 507 489
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 171 165 507 489
Great Park        
Disaggregation of Revenue [Line Items]        
Revenue from customers 15,915 4,392 74,679 29,191
Revenues 15,915 4,392 74,679 29,191
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 15,915 4,392 74,679 29,191
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 115 110 356 321
Revenues 115 110 356 321
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 115 110 356 321
Commercial | Operating properties        
Disaggregation of Revenue [Line Items]        
Revenue from customers 0 0 0 0
Operating properties leasing revenues $ 0 $ 0 $ 0 $ 0
v3.24.3
Revenues - Additional Information (Details) - USD ($)
$ in Millions
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Increase (Decrease) In Contract With Customer, Asset [Roll Forward]    
Contract assets, beginning balance $ 72.1 $ 86.5
Increase (decrease) in contract assets 37.9 (6.8)
Contract assets, ending balance 110.0 79.7
Related Party    
Increase (Decrease) In Contract With Customer, Asset [Roll Forward]    
Contract assets, beginning balance 69.1 79.9
Contract assets, ending balance 108.8 75.6
Related Party | Great Park Venture    
Increase (Decrease) In Contract With Customer, Asset [Roll Forward]    
Revenue from customers $ 25.1 $ 24.6
v3.24.3
Investment In Unconsolidated Entities - Additional Information (Details)
$ in Thousands, ft² in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2024
USD ($)
ft²
a
building
individual
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
ft²
a
building
individual
Sep. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
Schedule of Equity Method Investments [Line Items]          
Revenue from customers $ 16,530 $ 65,446 $ 76,620 $ 91,541  
Number of buildings owned | building 1   1    
Area of land (in acres) | a 50   50    
Number of buildings on campus | building 4   4    
Revenues $ 17,013 65,923 $ 78,140 92,973  
The Company’s investment in the Great Park Venture 210,763   210,763   $ 252,816
Equity in earnings (losses) from unconsolidated entities 11,987 (622) 45,071 52,554  
Land sales          
Schedule of Equity Method Investments [Line Items]          
Revenue from customers 372 60,694 1,214 61,280  
Land sales | Related Party          
Schedule of Equity Method Investments [Line Items]          
Revenues 0 0 0 595  
Land sales | Nonrelated Party          
Schedule of Equity Method Investments [Line Items]          
Revenues $ 372 $ 60,694 1,214 60,685  
Great Park Venture          
Schedule of Equity Method Investments [Line Items]          
Distribution to holders of Legacy Interests     18,100    
Distributions to holders of Percentage Interests     229,900    
Great Park Venture | Land sales | Related Party          
Schedule of Equity Method Investments [Line Items]          
Revenue from customers     19,800 9,400  
Great Park Venture | Land sales | Nonrelated Party          
Schedule of Equity Method Investments [Line Items]          
Revenue from customers     273,700 363,100  
Great Park Venture | Homesites Sold | Nonrelated Party          
Schedule of Equity Method Investments [Line Items]          
Revenue from customers       357,800  
Gateway Commercial Venture          
Schedule of Equity Method Investments [Line Items]          
Revenue from customers     $ 7,002 6,329  
Area of land (in acres) | a 73   73    
Number of buildings on campus | building 4   4    
Area of gateway campus | ft² 1   1    
Gateway Commercial Venture | Rental Revenue          
Schedule of Equity Method Investments [Line Items]          
Revenues     $ 7,000 6,300  
Great Park Venture          
Schedule of Equity Method Investments [Line Items]          
Percentage of equity ownership 37.50%   37.50%    
Distributions entitled to be received     $ 476,000    
Potential additional distributions entitled to be received     89,000    
Return of investment     86,200    
The Company’s investment in the Great Park Venture $ 172,787   172,787   213,786
Equity in earnings (losses) from unconsolidated entities     $ 45,218 53,072  
Gateway Commercial Venture          
Schedule of Equity Method Investments [Line Items]          
Percentage of equity ownership 75.00%   75.00%    
Springing guaranty, percent of outstanding note balance 50.00%   50.00%    
The Company’s investment in the Great Park Venture $ 37,164   $ 37,164   37,781
Equity in earnings (losses) from unconsolidated entities     $ (617) (1,018)  
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%    
The Company’s investment in the Great Park Venture $ 800   $ 800   $ 1,200
Equity in earnings (losses) from unconsolidated entities     $ 500 $ 500  
v3.24.3
Investment In Unconsolidated Entities - Summarized Statement of Operations (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Add equity in earnings (losses) from unconsolidated entities        
Revenue from customers $ 16,530 $ 65,446 $ 76,620 $ 91,541
Other costs and expenses (17,398) (54,627) (60,579) (96,107)
NET INCOME 12,335 14,158 56,645 54,979
The Company’s share of net income 4,756 6,603 21,804 25,638
Equity in earnings (losses) from unconsolidated entities $ 11,987 $ (622) 45,071 52,554
Great Park Venture        
Add equity in earnings (losses) from unconsolidated entities        
The Company’s share of net income     49,299 63,570
Basis difference amortization, net     (4,081) (10,498)
Equity in earnings (losses) from unconsolidated entities     45,218 53,072
Gateway Commercial Venture        
Add equity in earnings (losses) from unconsolidated entities        
Equity in earnings (losses) from unconsolidated entities     (617) (1,018)
Great Park Venture        
Add equity in earnings (losses) from unconsolidated entities        
Other costs and expenses     (95,068) (37,204)
NET INCOME     131,463 169,519
Great Park Venture | Land sales and land sales—related party        
Add equity in earnings (losses) from unconsolidated entities        
Revenue from customers     293,593 372,472
Great Park Venture | Land sales        
Add equity in earnings (losses) from unconsolidated entities        
Rental operating and other expenses     (67,062) (165,749)
Gateway Commercial Venture        
Add equity in earnings (losses) from unconsolidated entities        
Revenue from customers     7,002 6,329
Rental operating and other expenses     (2,735) (2,875)
Depreciation and amortization     (3,011) (2,982)
Interest expense     (2,078) (1,829)
The Company’s share of net income     $ (822) $ (1,357)
v3.24.3
Investment In Unconsolidated Entities - Summarized Balance Sheet Data (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Dec. 31, 2022
ASSETS        
Inventories $ 2,340,031 $ 2,213,479    
Cash and cash equivalents 224,521 353,801 $ 218,264  
Real estate and related intangible assets, net 11,535 25,270    
Cash and restricted cash 225,513 354,793 $ 219,256 $ 132,763
TOTAL 2,949,464 2,969,288    
LIABILITIES:        
Accounts payable and other liabilities 100,135 81,649    
Redeemable Legacy Interests 594,204 591,606    
Capital (Percentage Interest) 702,475 678,054    
Notes payable, net 524,909 622,186    
Other 72,618 78,074    
Members’ capital 2,039,069 1,982,104    
TOTAL 2,949,464 2,969,288    
The Company’s investment in the Great Park Venture 210,763 252,816    
Great Park Venture        
LIABILITIES:        
The Company’s share of capital in Great Park Venture 119,187 156,105    
Unamortized basis difference 53,600 57,681    
The Company’s investment in the Great Park Venture 172,787 213,786    
Gateway Commercial Venture        
LIABILITIES:        
The Company’s investment in the Great Park Venture 37,164 37,781    
Great Park Venture        
ASSETS        
Inventories 318,182 391,352    
Cash and cash equivalents 58,120 61,054    
Other assets 215,327 166,793    
TOTAL 591,629 619,199    
LIABILITIES:        
Accounts payable and other liabilities 273,801 184,847    
Redeemable Legacy Interests 0 18,075    
Capital (Percentage Interest) 317,828 416,277    
TOTAL 591,629 619,199    
Gateway Commercial Venture        
ASSETS        
Real estate and related intangible assets, net 73,707 76,719    
Cash and restricted cash 7,349 5,574    
Other assets 3,347 3,554    
TOTAL 84,403 85,847    
LIABILITIES:        
Notes payable, net 28,693 28,850    
Other 6,158 6,623    
Members’ capital 49,552 50,374    
TOTAL $ 84,403 $ 85,847    
v3.24.3
Noncontrolling Interests - Additional Information (Details)
shares in Millions, $ in Millions
 9 Months Ended 12 Months Ended
Sep. 30, 2024
USD ($)
class
Dec. 31, 2019
USD ($)
shares
Dec. 31, 2023
USD ($)
Noncontrolling Interest [Line Items]      
Holding period for right to exchange (in months) 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 (in months) 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 | Related Party      
Noncontrolling Interest [Line Items]      
Ownership percentage of outstanding common units 62.60%    
Five Point Operating Company, LLC | Class B Units | Related Party      
Noncontrolling Interest [Line Items]      
Ownership percentage of outstanding common units 100.00%    
v3.24.3
Noncontrolling Interests - Schedule of Tax Distributions (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Noncontrolling Interest [Line Items]        
Total tax distributions     $ 1,599 $ 4,033
Five Point Operating Company, LLC        
Noncontrolling Interest [Line Items]        
Total tax distributions $ 1,599 $ 2,059 1,599 4,033
Five Point Operating Company, LLC | Management Partner        
Noncontrolling Interest [Line Items]        
Total tax distributions 221 2,059 221 4,033
Five Point Operating Company, LLC | Other partners (excluding the Holding Company)        
Noncontrolling Interest [Line Items]        
Total tax distributions $ 1,378 $ 0 $ 1,378 $ 0
v3.24.3
Consolidated Variable Interest Entity (Details) - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Variable Interest Entity [Line Items]    
Combined assets $ 2,949,464 $ 2,969,288
Inventories 2,340,031 2,213,479
Combined liabilities 885,395 962,184
Other 72,618 78,074
Intangibles 11,535 25,270
Accounts payable and other liabilities 100,135 81,649
Related Party    
Variable Interest Entity [Line Items]    
Other assets 121,829 83,970
Other $ 72,618 78,074
San Francisco Venture    
Variable Interest Entity [Line Items]    
Distributions (as percent) 99.00%  
San Francisco Venture | Variable Interest Entity, Primary Beneficiary    
Variable Interest Entity [Line Items]    
Combined assets $ 1,410,000 1,360,000
Inventories 1,400,000 1,360,000
Combined liabilities 68,900 61,900
Other 61,400 59,400
San Francisco Venture | Variable Interest Entity, Primary Beneficiary | Related Party    
Variable Interest Entity [Line Items]    
Other assets 900 900
FP LP And FPL | Variable Interest Entity, Primary Beneficiary    
Variable Interest Entity [Line Items]    
Combined assets 1,100,000 1,000,000
Inventories 935,800 855,600
Combined liabilities 61,200 60,000
Other 800 2,700
Intangibles 11,500 25,300
Accounts payable and other liabilities 60,300 57,300
FP LP And FPL | Variable Interest Entity, Primary Beneficiary | Related Party    
Variable Interest Entity [Line Items]    
Other assets $ 108,800 $ 69,100
v3.24.3
Intangible Asset, Net - Related Party - Finite-Lived Intangible Assets (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]    
Gross carrying amount $ 129,705 $ 129,705
Accumulated amortization (118,170) (104,435)
Net book value $ 11,535 $ 25,270
v3.24.3
Intangible Asset, Net - Related Party - Additional Information (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]        
Amortization expense $ 2.2 $ 0.6 $ 13.7 $ 9.2
v3.24.3
Related Party Transactions - Related Party Assets and Liabilities (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Related Party Transaction [Line Items]    
Related party liabilities $ 72,618 $ 78,074
Related Party    
Related Party Transaction [Line Items]    
Other assets 121,829 83,970
Related party liabilities 72,618 78,074
Related Party | Contract Assets    
Related Party Transaction [Line Items]    
Other assets 108,785 69,068
Related Party | Operating Lease    
Related Party Transaction [Line Items]    
Other assets 12,182 14,040
Related party liabilities 9,687 10,974
Related Party | Other    
Related Party Transaction [Line Items]    
Other assets 862 862
Related party liabilities 1,169 1,169
Related Party | Reimbursement obligation    
Related Party Transaction [Line Items]    
Related party liabilities 61,387 59,378
Related Party | Payable to holders of Management Company’s Class B interests    
Related Party Transaction [Line Items]    
Related party liabilities 0 1,828
Related Party | Accrued advisory fees    
Related Party Transaction [Line Items]    
Related party liabilities $ 375 $ 4,725
v3.24.3
Related Party Transactions - Additional Information (Details) - USD ($)
$ in Thousands
 1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2022
Dec. 31, 2023
Related Party Transaction [Line Items]              
Revenues   $ 17,013 $ 65,923 $ 78,140 $ 92,973    
Equity Method Investee              
Related Party Transaction [Line Items]              
Distribution to certain interest holders, aggregate $ 1,800 1,800   1,800      
Related Party              
Related Party Transaction [Line Items]              
Other assets 121,829 121,829   121,829     $ 83,970
Related Party | Management services              
Related Party Transaction [Line Items]              
Revenues   16,030 4,502 75,035 29,512    
Legacy Incentive Compensation Receivable | Equity Method Investee              
Related Party Transaction [Line Items]              
Revenue from customers       1,800      
Legacy Incentive Compensation Receivable | Related Party              
Related Party Transaction [Line Items]              
Other assets 106,700 106,700   106,700     $ 66,100
Contract Assets - Non-Legacy Incentive Compensation Receivable | Equity Method Investee              
Related Party Transaction [Line Items]              
Revenue from customers       23,200      
Development Management Agreement | Related Party | Management services              
Related Party Transaction [Line Items]              
Revenues   $ 15,900 $ 4,400 $ 74,700 $ 29,200    
Great Park Venture              
Related Party Transaction [Line Items]              
Annual management agreement fixed base fee $ 13,500         $ 12,000  
Great Park Venture | Legacy Incentive Compensation Receivable | Equity Method Investee              
Related Party Transaction [Line Items]              
Percentage of distributions during initial term       9.00%      
Percentage of distributions after initial term       6.75%      
v3.24.3
Notes Payable, Net - Long-term Debt Instruments (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Jan. 16, 2024
Dec. 31, 2023
Debt Instrument [Line Items]      
Promissory note issued $ 524,909   $ 622,186
Unamortized premium 1,889   0
Unamortized debt issuance costs $ (1,974)   (2,814)
10.500% initial rate New Senior Notes due 2028 | Senior Notes      
Debt Instrument [Line Items]      
Interest rate on new notes (as percent) 10.50% 10.50%  
Promissory note issued $ 523,494   0
7.875% Senior Notes due 2025 | Senior Notes      
Debt Instrument [Line Items]      
Interest rate on new notes (as percent) 7.875%    
Promissory note issued $ 1,500   $ 625,000
v3.24.3
Notes Payable, Net - Additional Information (Details) - USD ($)
 9 Months Ended
Jan. 16, 2024
Sep. 30, 2024
Dec. 31, 2023
Debt Instrument [Line Items]      
Debt modification costs   $ 5,900,000  
Outstanding letters of credit   1,000,000.0 $ 1,000,000.0
Senior Notes      
Debt Instrument [Line Items]      
Repayments of debt $ 100,000,000    
Unsecured Debt | Revolving Credit Facility      
Debt Instrument [Line Items]      
Senior unsecured revolving credit facility, maximum borrowing capacity   $ 125,000,000  
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]   Secured Overnight Financing Rate (SOFR) [Member]  
Accordion Feature, increase limit   $ 150,000,000  
Long-term line of credit   0  
Outstanding letters of credit   $ 0  
Unsecured Debt | Revolving Credit Facility | Variable Rate Component One      
Debt Instrument [Line Items]      
Additional basis spread on variable rate (as percent)   0.10%  
Unsecured Debt | Revolving Credit Facility | Variable Rate Component two | Minimum      
Debt Instrument [Line Items]      
Basis spread on variable rate (as percent)   2.25%  
Unsecured Debt | Revolving Credit Facility | Variable Rate Component two | Maximum      
Debt Instrument [Line Items]      
Basis spread on variable rate (as percent)   2.50%  
7.875% Senior Notes due 2025 | Senior Notes      
Debt Instrument [Line Items]      
Aggregate principal amount   $ 625,000,000  
Interest rate on new notes (as percent)   7.875%  
Repurchase amount $ 623,500,000    
Aggregate principal redeemed (up to) (as percent) 99.76%    
10.500% initial rate New Senior Notes due 2028 | Senior Notes      
Debt Instrument [Line Items]      
Aggregate principal amount $ 523,500,000    
Interest rate on new notes (as percent) 10.50% 10.50%  
10.500% initial rate New Senior Notes due 2028 | Senior Notes | January 16, 2024 To November 14, 2025      
Debt Instrument [Line Items]      
Interest rate on new notes (as percent) 10.50%    
10.500% initial rate New Senior Notes due 2028 | Senior Notes | November 15, 2025 To November 14, 2026      
Debt Instrument [Line Items]      
Interest rate on new notes (as percent) 11.00%    
10.500% initial rate New Senior Notes due 2028 | Senior Notes | November 15, 2026 To January 14, 2028      
Debt Instrument [Line Items]      
Interest rate on new notes (as percent) 12.00%    
Revolving Credit Facility due in July 2027 | Unsecured Debt | Revolving Credit Facility      
Debt Instrument [Line Items]      
Senior unsecured revolving credit facility, maximum borrowing capacity   $ 100,000,000  
Revolving Credit Facility due in April 2026 | Unsecured Debt | Revolving Credit Facility      
Debt Instrument [Line Items]      
Senior unsecured revolving credit facility, maximum borrowing capacity   $ 25,000,000  
v3.24.3
Tax Receivable Agreement (Details) - USD ($)
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Other Liabilities Disclosure [Abstract]      
Payable pursuant to tax receivable agreement $ 173,351,000   $ 173,208,000
TRA payments $ 0 $ 0  
v3.24.3
Commitments and Contingencies - Supplemental Balance Sheet Information (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Lessee, Lease, Description [Line Items]    
Operating lease right-of-use assets $ 13,918 $ 16,002
Operating lease liabilities 11,502 12,755
Other $ 72,618 $ 78,074
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 $ 121,829 $ 83,970
Other 72,618 78,074
Operating Lease | Related Party    
Lessee, Lease, Description [Line Items]    
Other assets 12,182 14,040
Other $ 9,687 $ 10,974
v3.24.3
Commitments and Contingencies - Additional Information (Details) - USD ($)
$ in Millions
Sep. 30, 2024
Dec. 31, 2023
Lessee, Lease, Description [Line Items]    
Remaining estimated maximum potential amount of monetary payments subject to guaranty $ 6.6  
Outstanding letters of credit 1.0 $ 1.0
Asset Pledged as Collateral    
Lessee, Lease, Description [Line Items]    
Restricted cash and cash equivalents 1.0 1.0
The San Francisco Venture    
Lessee, Lease, Description [Line Items]    
Guaranty of infrastructure obligations, maximum obligation 198.3 198.3
Surety Bond    
Lessee, Lease, Description [Line Items]    
Outstanding letters of credit $ 367.0 $ 306.9
v3.24.3
Supplemental Cash Flow Information - Supplemental Cash Flow Information (Details) - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
SUPPLEMENTAL CASH FLOW INFORMATION:    
Cash paid for interest, all of which was capitalized to inventories $ 26,549 $ 26,668
Cash paid for income taxes, net 2,505 0
Noncash lease expense 2,087 3,086
NONCASH INVESTING AND FINANCING ACTIVITIES:    
Adjustment to operating lease right-of-use assets from lease modification 0 (773)
Adjustment to liability recognized under TRA 143 140
Senior Notes due 2025 exchanged for New Senior Notes due 2028 (see Note 9) $ 523,500 $ 0
v3.24.3
Supplemental Cash Flow Information - Condensed Cash Flow Information (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Dec. 31, 2022
Supplemental Cash Flow Elements [Abstract]        
Cash and cash equivalents $ 224,521 $ 353,801 $ 218,264  
Restricted cash and certificates of deposit 992 992 992  
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows $ 225,513 $ 354,793 $ 219,256 $ 132,763
v3.24.3
Segment Reporting - Additional Information (Details)
ft² in Thousands
Sep. 30, 2024
ft²
a
building
Segment Reporting Information [Line Items]  
Square footage of building | ft² 189
Number of buildings on campus | building 4
Area of land (in acres) 50
Commercial  
Segment Reporting Information [Line Items]  
Area of land (in acres) 50
Great Park  
Segment Reporting Information [Line Items]  
Percentage of equity ownership 37.50%
Commercial  
Segment Reporting Information [Line Items]  
Percentage of equity ownership 75.00%
v3.24.3
Segment Reporting - Revenues and Profit (loss) (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Segment Reporting Information [Line Items]        
Revenues $ 17,013 $ 65,923 $ 78,140 $ 92,973
Net income 12,335 14,158 56,645 54,979
Equity in earnings (losses) from unconsolidated entities 11,987 (622) 45,071 52,554
Operating Segments        
Segment Reporting Information [Line Items]        
Revenues 80,754 71,353 378,735 471,774
Net income 41,127 19,034 174,030 193,115
Corporate and unallocated        
Segment Reporting Information [Line Items]        
Net income (7,582) (5,962) (31,345) (22,028)
Valencia        
Segment Reporting Information [Line Items]        
Revenues 812 61,256 2,598 62,972
Valencia | Operating Segments        
Segment Reporting Information [Line Items]        
Revenues 812 61,256 2,598 62,972
Net income (2,591) 19,614 (9,076) 12,637
San Francisco        
Segment Reporting Information [Line Items]        
Revenues 171 165 507 489
San Francisco | Operating Segments        
Segment Reporting Information [Line Items]        
Revenues 171 165 507 489
Net income (1,042) (862) (3,103) (2,777)
Great Park        
Segment Reporting Information [Line Items]        
Revenues 15,915 4,392 74,679 29,191
Equity in earnings (losses) from unconsolidated entities 12,088 (412) 45,218 53,072
Great Park | Operating Segments        
Segment Reporting Information [Line Items]        
Revenues 77,427 7,668 368,272 401,663
Net income 45,061 640 186,675 184,291
Great Park | Segment Reconciling Items        
Segment Reporting Information [Line Items]        
Revenues (61,512) (3,276) (293,593) (372,472)
Net income (33,402) 1,381 (131,463) (169,519)
Commercial        
Segment Reporting Information [Line Items]        
Equity in earnings (losses) from unconsolidated entities (312) (351) (617) (1,018)
Commercial | Operating Segments        
Segment Reporting Information [Line Items]        
Revenues 2,344 2,264 7,358 6,650
Net income (301) (358) (466) (1,036)
Commercial | Segment Reconciling Items        
Segment Reporting Information [Line Items]        
Revenues (2,229) (2,154) (7,002) (6,329)
Net income $ 416 $ 468 $ 822 $ 1,357
v3.24.3
Segment Reporting - Assets (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Segment Reporting Information [Line Items]    
Assets $ 2,949,464 $ 2,969,288
Operating Segments    
Segment Reporting Information [Line Items]    
Assets 3,175,372 3,052,531
Consolidation Eliminations, Great Park    
Segment Reporting Information [Line Items]    
Assets (591,629) (619,199)
Consolidation Eliminations, Gateway    
Segment Reporting Information [Line Items]    
Assets (84,403) (85,847)
Other eliminations    
Segment Reporting Information [Line Items]    
Assets (127) (174)
Corporate and unallocated    
Segment Reporting Information [Line Items]    
Assets 240,300 370,410
Valencia | Operating Segments    
Segment Reporting Information [Line Items]    
Assets 974,003 895,983
San Francisco | Operating Segments    
Segment Reporting Information [Line Items]    
Assets 1,406,992 1,360,036
Great Park | Operating Segments    
Segment Reporting Information [Line Items]    
Assets 709,974 710,665
Great Park | Segment Reconciling Items    
Segment Reporting Information [Line Items]    
Assets 172,787 213,786
Commercial | Operating Segments    
Segment Reporting Information [Line Items]    
Assets 84,403 85,847
Commercial | Segment Reconciling Items    
Segment Reporting Information [Line Items]    
Assets $ 37,164 $ 37,781
v3.24.3
Share-Based Compensation - Share-based Compensation, Restricted Stock and Restricted Stock Units Activity (Details) - Restricted Stock
shares in Thousands
 9 Months Ended
Sep. 30, 2024
$ / shares
shares
Share-Based Awards  
Nonvested, beginning balance (in shares) | shares 4,409
Granted (in shares) | shares 2,873
Forfeited (in shares) | shares 0
Vested (in shares) | shares (840)
Nonvested, ending balance (in shares) | shares 6,442
Weighted-Average Grant Date Fair Value  
Nonvested, beginning balance (in dollars per share) | $ / shares $ 2.13
Granted (in dollars per share) | $ / shares 2.58
Forfeited (in dollars per share) | $ / shares 0
Vested (in dollars per share) | $ / shares 4.65
Nonvested, ending balance (in dollars per share) | $ / shares $ 2.00
v3.24.3
Share-Based Compensation - Additional Information (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Share-based compensation expense $ 1,000 $ 900 $ 2,800 $ 2,600
Estimated fair value at vesting of share-based awards     2,500  
Reacquisition of share based compensation awards for tax-withholding purposes     823 202
Restricted Stock        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Reacquisition of share based compensation awards for tax-withholding purposes     $ 800 $ 200
v3.24.3
Employee Benefit Plans (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Net periodic (benefit) cost:        
Interest cost $ 191 $ 202 $ 575 $ 606
Expected return on plan assets (229) (222) (687) (666)
Amortization of net actuarial loss 14 41 41 122
Net periodic (benefit) cost $ (24) $ 21 $ (71) $ 62
v3.24.3
Income Taxes (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income Tax Disclosure [Abstract]        
Provision for income tax $ 1,886,000 $ 3,000 $ 8,705,000 $ 16,000
Pre-tax income (loss) $ 14,221,000 14,161,000 $ 65,350,000 54,995,000
Income tax expense (benefit), other than provision   $ 0   $ 0
v3.24.3
Financial Instruments and Fair Value Measurements and Disclosures (Details) - USD ($)
$ in Millions
Sep. 30, 2024
Dec. 31, 2023
Carrying Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Notes payable, carrying value $ 524.9 $ 622.2
Fair Value, Inputs, Level 2 | Estimated Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Notes payable $ 538.2 $ 622.7
v3.24.3
Earnings Per Share - Additional Information (Details)
 9 Months Ended
Sep. 30, 2024
Common Class B  
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]  
Per share distributions for Class A Common Shareholders (as percent) 0.03%
v3.24.3
Earnings Per Share - Basic and Diluted Earnings Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Numerator:        
Net income attributable to the Company $ 4,756 $ 6,603 $ 21,804 $ 25,638
Adjustments to net income attributable to the Company 0 0 (7) (13)
Net income attributable to common shareholders 4,756 6,603 21,797 25,625
Numerator—basic common shares:        
Less: net income allocated to participating securities 5 32 31 131
Allocation of basic net income among common shareholders 4,751 6,571 21,766 25,494
Numerator—diluted common shares:        
Reallocation of income from dilutive potential securities 5,109 7,226 23,480 28,135
Less: net income allocated to participating securities 5 32 30 131
Numerator for diluted net income available to Class A/B common shareholders $ 9,860 $ 13,797 $ 45,247 $ 53,629
Restricted Stock Units (RSUs)        
Diluted earnings per share:        
Anti-dilutive potential securities (in shares) 0 0 0 0
Performance Restricted Stock Units (RSUs)        
Diluted earnings per share:        
Anti-dilutive potential securities (in shares) 4,107,889 3,123,408 4,107,889 3,123,408
Restricted Shares        
Diluted earnings per share:        
Anti-dilutive potential securities (in shares) 0 0 0 0
Common Class A        
Diluted earnings per share:        
Anti-dilutive potential securities (in shares) 3,137,134 3,137,134 3,137,134 3,137,134
Common Class A        
Numerator:        
Net income attributable to common shareholders $ 4,749 $ 6,569 $ 21,759 $ 25,485
Numerator—diluted common shares:        
Numerator for diluted net income available to Class A/B common shareholders $ 9,858 $ 13,795 $ 45,240 $ 53,620
Denominator:        
Basic weighted average Class A/B common shares outstanding (in shares) 69,279,028 68,865,783 69,192,620 68,794,915
Diluted weighted average Class A/B common shares outstanding (in shares) 146,565,417 145,312,266 146,394,307 145,064,113
Basic earnings per share:        
Class A/B common shares (in dollars per share) $ 0.07 $ 0.10 $ 0.31 $ 0.37
Diluted earnings per share:        
Class A/B common shares (in dollars per share) $ 0.07 $ 0.09 $ 0.31 $ 0.37
Common Class B        
Numerator:        
Net income attributable to common shareholders $ 2 $ 2 $ 7 $ 9
Numerator—diluted common shares:        
Numerator for diluted net income available to Class A/B common shareholders $ 2 $ 2 $ 7 $ 9
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 per share:        
Class A/B common shares (in dollars per share) $ 0.00 $ 0.00 $ 0.00 $ 0.00
Diluted earnings per share:        
Class A/B common shares (in dollars per share) $ 0.00 $ 0.00 $ 0.00 $ 0.00
v3.24.3
Accumulated Other Comprehensive Loss (Details) - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Jun. 30, 2024
Dec. 31, 2023
Jun. 30, 2023
Dec. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]            
Defined benefit pension plan, tax benefits $ 600     $ 600    
Accumulated other comprehensive loss included in noncontrolling interests (2,039,069) $ (1,921,383) $ (2,027,327) (1,982,104) $ (1,908,326) $ (1,868,047)
Total Members’ Capital            
Accumulated Other Comprehensive Income (Loss) [Line Items]            
Unamortized defined benefit pension plan net actuarial losses 2,300     2,300    
Accumulated other comprehensive loss included in noncontrolling interests (702,475) (646,661) $ (696,718) (678,054) $ (639,116) $ (618,131)
AOCI Attributable to Noncontrolling Interest            
Accumulated Other Comprehensive Income (Loss) [Line Items]            
Accumulated other comprehensive loss included in noncontrolling interests 1,400     $ 1,500    
Accumulated Defined Benefit Plans Adjustment, Net Gain (Loss) Attributable to Parent            
Accumulated Other Comprehensive Income (Loss) [Line Items]            
Reclassifications from accumulated other comprehensive loss $ 21 $ 76        
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