0001574197false00015741972024-10-172024-10-17



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


Item 2.02. Results of Operations and Financial Condition.
On October 17, 2024, Five Point Holdings, LLC issued a press release announcing its results of operations for the three months ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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


SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized.
Date: October 17, 2024
FIVE POINT HOLDINGS, LLC
By:/s/ Michael Alvarado
Name:Michael Alvarado
Title:Chief Operating Officer, Chief Legal Officer, Vice President and Secretary



Exhibit 99.1
Five Point Holdings, LLC Reports Third Quarter 2024 Results
Third Quarter 2024 Highlights
•Great Park Venture closed two retail use commercial land sales totaling 12.8 acres for an aggregate purchase price of $25.4 million.
•Great Park Venture distributions and incentive compensation payments to the Company totaled $49.4 million.
•Great Park builder sales of 166 homes during the quarter.
•Valencia builder sales of 89 homes during the quarter.
•Renewed the development management agreement with Great Park Venture through December 31, 2026.
•Consolidated revenues of $17.0 million; consolidated net income of $12.3 million.
•Cash and cash equivalents of $224.5 million as of September 30, 2024.
•Debt to total capitalization ratio of 20.5% and liquidity of $349.5 million as of September 30, 2024.
Irvine, CA, October 17, 2024 (Business Wire) – Five Point Holdings, LLC (“Five Point” or the “Company”) (NYSE:FPH), an owner and developer of large mixed-use planned communities in California, today reported its third quarter 2024 results.
Dan Hedigan, Chief Executive Officer, said, “In the third quarter, we generated stronger than expected net income of $12.3 million, which is our sixth consecutive quarter reporting net income, and we ended the quarter with cash and cash equivalents of $224.5 million and total liquidity of $349.5 million. We did not have any residential land sale closings scheduled during the quarter, however, we are continuing to see strong demand from builders for our land, driven largely by the chronic shortage of developable land in our markets. Importantly, we secured a two-year extension of the development management agreement with our Great Park Venture partners. This extension reflects the strength of our relationship with our partners and is a model that we believe can be expanded beyond our existing communities. We expect to close land sales in the fourth quarter in both of our active communities and to end the year either in line with or stronger than our prior guidance of consolidated annual net income of over $100 million and cash and cash equivalents in excess of $300 million. As always, we are focused on liquidity and protecting our balance sheet. This focus puts us in a position of strength, which will enable future growth. I am very optimistic about the future of Five Point, both for the remainder of this year and beyond.”
Consolidated Results
Liquidity and Capital Resources
As of September 30, 2024, total liquidity of $349.5 million was comprised of cash and cash equivalents totaling $224.5 million and borrowing availability of $125.0 million under our unsecured revolving credit facility. Total capital was $2.0 billion, reflecting $2.9 billion in assets and $0.9 billion in liabilities and redeemable noncontrolling interests.
Results of Operations for the Three Months Ended September 30, 2024
Revenues. Revenues of $17.0 million for the three months ended September 30, 2024 were primarily generated from management services.
Equity in earnings from unconsolidated entities. Equity in earnings from unconsolidated entities was $12.0 million for the three months ended September 30, 2024. The Great Park Venture generated net income of $33.4 million during the three months ended September 30, 2024, and our share of the net income from our 37.5% percentage interest, adjusted for basis differences, was $12.1 million. Additionally, we recognized $0.2 million in earnings from our 10% interest in the Valencia Landbank Venture, offset by $0.3 million in loss from our 75% interest in the Gateway Commercial Venture.
During the three months ended September 30, 2024, the Great Park Venture closed two commercial land sales planned for retail uses totaling 12.8 acres for an aggregate purchase price of $25.4 million. The Great Park Venture made aggregate distributions of $3.3 million to holders of Legacy Interests and $103.8 million to holders of Percentage Interests during the three months ended September 30, 2024. We received $38.9 million for our 37.5% Percentage Interest.
Selling, general, and administrative. Selling, general, and administrative expenses were $11.9 million for the three months ended September 30, 2024.
Net income. Consolidated net income for the quarter was $12.3 million. Net income attributable to noncontrolling interests totaled $7.6 million, resulting in net income attributable to the Company of $4.8 million. Net income attributable to noncontrolling
1

interests represents the portion of income allocated to related party partners and members that hold units of the operating company and the San Francisco Venture. Holders of units of the operating company and the San Francisco Venture can redeem their interests for either, at our election, our Class A common shares on a one-for-one basis or cash. In connection with any redemption or exchange, our ownership of our operating subsidiaries will increase thereby reducing the amount of income allocated to noncontrolling interests in subsequent periods.
Conference Call Information
In conjunction with this release, Five Point will host a conference call on Thursday, October 17, 2024 at 5:00 p.m. Eastern Time. Dan Hedigan, Chief Executive Officer, and Kim Tobler, Chief Financial Officer, will host the call. Interested investors and other parties can listen to a live Internet audio webcast of the conference call that will be available on the Five Point website at ir.fivepoint.com. The conference call can also be accessed by dialing (877) 451-6152 (domestic) or (201) 389-0879 (international). A telephonic replay will be available starting approximately three hours after the end of the call by dialing (844) 512-2921, or for international callers, (412) 317-6671. The passcode for the live call and the replay is 13749390. The telephonic replay will be available until 11:59 p.m. Eastern Time on October 26, 2024.
About Five Point
Five Point, headquartered in Irvine, California, designs and develops large mixed-use planned communities in Orange County, Los Angeles County, and San Francisco County that combine residential, commercial, retail, educational, and recreational elements with public amenities, including civic areas for parks and open space. Five Point’s communities include the Great Park Neighborhoods® in Irvine, Valencia® in Los Angeles County, and Candlestick® and The San Francisco Shipyard® in the City of San Francisco. These communities are designed to include up to approximately 40,000 residential homes and up to approximately 23 million square feet of commercial space.
Forward-Looking Statements
This press release contains forward-looking statements that are subject to risks and uncertainties. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. When used, the words “anticipate,” “believe,” “expect,” “intend,” “may,” “might,” “plan,” “estimate,” “project,” “should,” “will,” “would,” “result” and similar expressions that do not relate solely to historical matters are intended to identify forward-looking statements. Forward-looking statements include, among others, statements that refer to: our expectations of our future home sales and/or builder sales; the impact of inflation and interest rates; our future revenues, costs and financial performance, including with respect to cash generation and profitability; and future demographics and market conditions, including housing supply levels, in the areas where our communities are located. We caution you that any forward-looking statements included in this press release are based on our current views and information currently available to us. Forward-looking statements are subject to risks, trends, uncertainties and factors that are beyond our control. Some of these risks and uncertainties are described in more detail in our filings with the SEC, including our Annual Report on Form 10-K, under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. We caution you therefore against relying on any of these forward-looking statements. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. They are based on estimates and assumptions only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes, except as required by applicable law.
Investor Relations:
Kim Tobler, 949-425-5211
Kim.Tobler@fivepoint.com
or
Media:
Eric Morgan, 949-349-1088
Eric.Morgan@fivepoint.com
Source: Five Point Holdings, LLC
2

FIVE POINT HOLDINGS, LLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
(Unaudited)
 Three Months Ended 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
Basic
69,279,028 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 diluted 79,233,544 79,233,544 79,233,544 79,233,544 

3

FIVE POINT HOLDINGS, LLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except shares)
(Unaudited)
 
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 
REDEEMABLE NONCONTROLLING INTEREST25,000 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 


4

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


Liquidity
September 30, 2024
Cash and cash equivalents$224,521 
Borrowing capacity(1)
125,000 
Total liquidity$349,521 
(1) As of September 30, 2024, no borrowings or letters of credit were outstanding on the Company’s $125.0 million revolving credit facility.

Debt to Total Capitalization and Net Debt to Total Capitalization
September 30, 2024
Debt(1)
$524,994 
Total capital2,039,069 
Total capitalization$2,564,063 
Debt to total capitalization20.5 %
Debt(1)
$524,994 
Less: Cash and cash equivalents224,521 
Net debt300,473 
Total capital2,039,069 
Total net capitalization$2,339,542 
Net debt to total capitalization(2)
12.8 %
(1) For purposes of this calculation, debt is the amount due on the Company’s notes payable before offsetting for capitalized deferred financing costs.
(2) Net debt to total capitalization is a non-GAAP financial measure defined as net debt (debt less cash and cash equivalents) divided by total net capitalization (net debt plus total capital). The Company believes the ratio of net debt to total capitalization is a relevant and a useful financial measure to investors in understanding the leverage employed in the Company’s operations. However, because net debt to total capitalization is not calculated in accordance with GAAP, this financial measure should not be considered in isolation or as an alternative to financial measures prescribed by GAAP. Rather, this non-GAAP financial measure should be used to supplement the Company’s GAAP results.

5


Segment Results
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 (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.

6


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 investments in each venture using the equity method of accounting.
(2) For the Great Park and Commercial segments, represents the revenues and expenses attributable to the management company for providing services to the Great Park Venture and the Gateway Commercial Venture, as applicable.

The table below reconciles the Great Park segment results to the equity in earnings from our investment in the Great Park Venture that is reflected in the condensed consolidated statements of operations for the three and nine months ended September 30, 2024 (in thousands):
Three Months Ended September 30, 2024Nine Months Ended September 30, 2024
Segment profit from operations$45,061 $186,675 
Less net income of management company attributed to the Great Park segment11,659 55,212 
Net income of the Great Park Venture33,402 131,463 
The Company’s share of net income of the Great Park Venture12,526 49,299 
Basis difference amortization, net(438)(4,081)
Equity in earnings from the Great Park Venture$12,088 $45,218 
7

The table below reconciles the Commercial segment results to the equity in loss from our investment in the Gateway Commercial Venture that is reflected in the condensed consolidated statements of operations for the three and nine months ended September 30, 2024 (in thousands):
Three Months Ended September 30, 2024Nine Months Ended September 30, 2024
Segment loss from operations$(301)$(466)
Less net income of management company attributed to the Commercial segment115 356 
Net loss of the Gateway Commercial Venture(416)(822)
Equity in loss from the Gateway Commercial Venture$(312)$(617)

8
v3.24.3
Cover
Oct. 17, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Oct. 17, 2024
Entity Registrant Name FIVE POINT HOLDINGS, LLC
Entity Incorporation, State or Country Code DE
Entity File Number 001-38088
Entity Tax Identification Number 27-0599397
Entity Address, Address Line One 2000 FivePoint
Entity Address, Address Line Two 4th Floor
Entity Address, City or Town Irvine
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92618
City Area Code 949
Local Phone Number 349-1000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A common shares
Trading Symbol FPH
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001574197
Amendment Flag false
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