Financial Data and Key Metrics Changes - For Q4 2021, total consolidated revenues were $182.2 million, with net income of $47.5 million, of which $22.5 million was attributable to the company [20] - The cash position increased by $74.3 million, with no borrowings under the $125 million corporate line of credit [20] - Debt to total capitalization remained stable at 24.7%, while net debt to total capitalization was 15.9% considering a cash balance of $265 million [20] Business Line Data and Key Metrics Changes - The Valencia segment generated total revenues of $173.3 million in Q4, selling 643 homesites with a gross margin of 32.5% [21] - The Great Park segment reported revenues of $24.2 million, primarily from the sale of eight homes and management fee revenue [23] - The San Francisco segment recognized a loss of $2.1 million, mainly due to SG&A expenses [22] - The Commercial segment had revenues of $2.2 million, with a segment income of $381,000 [24] Market Data and Key Metrics Changes - Great Park Neighborhoods captured approximately 21% of new home sales in Orange County in 2021, with expectations for builders to purchase around 800 home sites in Q4 2022 [11] - In Valencia, new home sales totaled 146 in Q4, bringing the total to 346 homes sold since sales began in May [11] Company Strategy and Development Direction - The company aims to enhance shareholder value through five core strategies, including leading in sustainable mixed-use community development and addressing California's housing shortage [13][14] - There is a focus on optimizing the cost structure to fit the size and scale of the business, with an emphasis on dynamic cost management and revenue-enhanced opportunities [16][17] Management's Comments on Operating Environment and Future Outlook - The management acknowledges challenges such as geopolitical concerns, rising inflation, and interest rates but believes demand for high-quality communities remains strong [9] - The immediate priority is to conduct a comprehensive review of the organization to drive shareholder value [12] - Management expresses optimism about the company's short and long-term future, citing strong business conditions and irreplaceable assets [17] Other Important Information - The company plans to reassess the development plan and approval process for outstanding San Francisco assets to rationalize costs with yield [12] - SG&A expenses decreased by $6.4 million or 7.6% year-over-year, with a focus on achieving further reductions in 2022 [25] Q&A Session Summary Question: Can you provide quantified targets for revenue enhancement and cost management? - Management has not yet quantified targets but acknowledges opportunities based on past experience [28] Question: What is driving the reduction in expectation for lot sales in Valencia? - The reduction is due to the need for builders to catch up on construction and manage inventory effectively [30] Question: Can you comment on the stock price discount compared to book value? - Management is not in a position to provide meaningful insights on the stock price discount at this time [33]

(Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION For the fiscal year ended December 31, 2021 ☐ 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 o ...

Five Point Holdings, LLC. (NYSE:FPH) Q3 2021 Results Earnings Conference Call November 3, 2021 5:00 PM ET Company Participants Lynn Jochim - President and COO Erik Higgins - Chief Financial Officer Mike Alvarado - Chief Legal Officer Greg McWilliams - Chief Policy Officer Stuart Miller - Executive Chair Emile Haddad - Chairman Emeritus Conference Call Participants Alan Ratner - Zelman and Associates Stephen Kim - Evercore ISI Operator Greetings and welcome to the Five Point Holdings LLC Third Quarter 2021 C ...

[Part I. Financial Information](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=ITEM%201.%20Financial%20Statements) The company reported a net loss of $34.2 million for the nine months ended September 30, 2021, with total assets slightly decreasing to $2.94 billion and increased cash usage in operations, influenced by complex VIE and unconsolidated entity structures Condensed Consolidated Balance Sheet Data (in thousands) | Account | Sep 30, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | | Cash and cash equivalents | $191,134 | $298,144 | | Inventories | $2,167,291 | $1,990,859 | | Investment in unconsolidated entities | $374,441 | $442,850 | | **Total Assets** | **$2,936,275** | **$2,961,985** | | Notes payable, net | $618,732 | $617,581 | | **Total Liabilities** | **$1,063,429** | **$1,051,887** | | **Total Capital** | **$1,847,846** | **$1,885,098** | Condensed Consolidated Statements of Operations (in thousands) | Metric | Q3 2021 | Q3 2020 | YTD 2021 | YTD 2020 | | :--- | :--- | :--- | :--- | :--- | | Total Revenues | $20,695 | $8,377 | $42,179 | $41,904 | | Equity in earnings from unconsolidated entities | $485 | $52,423 | $9,048 | $45,417 | | **Net (Loss) Income** | **($8,210)** | **$36,422** | **N/A** | **($34,182)** | **($2,559)** | **N/A** | | Net (Loss) Income Attributable to the Company | ($3,848) | $16,964 | ($15,916) | ($1,210) | | **Diluted EPS (Class A)** | **($0.06)** | **$0.25** | **($0.23)** | **($0.02)** | Condensed Consolidated Statements of Cash Flows (in thousands) | Activity | Nine Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2020 | | :--- | :--- | :--- | | Net cash used in operating activities | ($162,301) | ($115,713) | | Net cash provided by investing activities | $78,313 | $57,129 | | Net cash used in financing activities | ($23,022) | ($18,080) | | **Net Decrease in Cash** | **($107,010)** | **($76,664)** | - The company conducts all operations through the Operating Company, a consolidated Variable Interest Entity (VIE), with substantially all assets and liabilities belonging to this VIE, and also consolidates other VIEs including the San Francisco Venture, FP LP, and FPL[73](index=73&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=ITEM%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management reports strong new home sales and sufficient liquidity, despite a consolidated net loss influenced by varied segment performance and equity method investments, notably increased land sales in Great Park and reduced commercial revenue post-asset sales [Overview and Operational Highlights](index=30&type=section&id=Overview%20and%20Operational%20Highlights) The company operates through four segments, two accounted for by equity method, and underwent a significant leadership transition while reporting strong home sales in Great Park Neighborhoods and Valencia - Effective September 30, 2021, Emile Haddad transitioned to Chairman Emeritus and senior advisor, with Stuart Miller named Executive Chairman and Lynn Jochim becoming President and COO[135](index=135&type=chunk)[136](index=136&type=chunk) - Strong home sales were reported, with **135 homes sold at Great Park Neighborhoods in Q3 2021** (591 YTD) and **199 homes sold at Valencia** since its May 2021 launch[138](index=138&type=chunk) - In Q3 2021, the Great Park Venture sold **113 homesites and eight homes** for an aggregate gross price of **$78.0 million**[137](index=137&type=chunk) [Consolidated Results of Operations](index=31&type=section&id=Consolidated%20Results%20of%20Operations) Q3 2021 revenues increased to $20.7 million due to land sales and management fees, but a sharp decline in equity earnings from unconsolidated entities resulted in a net loss of $8.2 million for the quarter and $34.2 million YTD Comparison of Results of Operations (in thousands) | Metric | Q3 2021 | Q3 2020 | Change | YTD 2021 | YTD 2020 | Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Total Revenues | $20,695 | $8,377 | +147.0% | $42,179 | $41,904 | +0.7% | | Total Costs & Expenses | $30,927 | $24,540 | +26.0% | $89,311 | $91,450 | -2.3% | | Equity in Earnings | $485 | $52,423 | -99.1% | $9,048 | $45,417 | -79.9% | | **Net (Loss) Income** | **($8,210)** | **$36,422** | **N/A** | **($34,182)** | **($2,559)** | **N/A** | - The decrease in equity in earnings for Q3 2021 was primarily due to a large gain from the sale of two buildings by the Gateway Commercial Venture in the prior-year period[148](index=148&type=chunk) - For the nine months ended Sep 30, 2020, equity in earnings included a **$26.9 million other-than-temporary impairment** on the company's investment in the Great Park Venture, offset by gains on asset sales from the Gateway Commercial Venture[155](index=155&type=chunk) [Segment Results](index=33&type=section&id=Segment%20Results) Segment performance varied, with Great Park profitable from land sales, Valencia incurring a loss due to marketing, San Francisco delayed by land retesting, and Commercial profit significantly down due to the absence of prior-year asset sales - **Valencia:** YTD revenues of **$11.5 million** included **$10.0 million** from a contingent payment on a 2011 commercial property sale, while SG&A expenses increased **59.6% YTD** due to marketing for the new development area[171](index=171&type=chunk)[173](index=173&type=chunk)[175](index=175&type=chunk) - **San Francisco:** Development progress is hampered by delays in land transfer from the U.S. Navy due to re-evaluation of environmental remediation work, and the company is also a defendant in related litigation[179](index=179&type=chunk)[180](index=180&type=chunk) - **Great Park:** YTD land sales revenue surged to **$407.3 million** (887 homesites) from **$23.1 million** (35 homesites) in the prior year, and the venture made distributions of **$204.3 million** to percentage interest holders, of which the company received **$76.6 million**[186](index=186&type=chunk)[196](index=196&type=chunk) - **Commercial:** YTD revenues decreased **70.3% to $6.7 million**, as the prior-year period included rental income from three buildings sold in 2020 for gross proceeds of **$463.0 million**[209](index=209&type=chunk)[213](index=213&type=chunk) [Liquidity and Capital Resources](index=43&type=section&id=Liquidity%20and%20Capital%20Resources) As of September 30, 2021, the company held $191.1 million in cash and an undrawn $125.0 million credit facility, with cash used in operations totaling $162.3 million and investing activities providing $78.3 million, primarily from a Great Park Venture distribution Liquidity Position as of Sep 30, 2021 (in millions) | Item | Amount | | :--- | :--- | | Cash and cash equivalents | $191.1 | | Revolving credit facility capacity | $125.0 | | Drawn on credit facility | $0 | | Letters of credit outstanding | $0.3 | | **Available Liquidity** | **$315.8** | - Cash used in operating activities increased by **$46.6 million YTD**, driven by continued investment in horizontal development and SG&A costs[226](index=226&type=chunk) - Cash from investing activities was primarily driven by a **$76.6 million distribution** (return of investment) from the Great Park Venture[229](index=229&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=46&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is its **$618.7 million** in fixed-rate consolidated net indebtedness, which is not subject to interest rate fluctuations, and it does not use derivative financial instruments - As of September 30, 2021, the company had **$618.7 million** in outstanding consolidated net indebtedness, which bears interest at fixed rates[239](index=239&type=chunk) - The company has not entered into any transactions using derivative financial instruments[239](index=239&type=chunk) [Controls and Procedures](index=46&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of September 30, 2021, with no material changes to internal control over financial reporting identified during the quarter - Management concluded that disclosure controls and procedures were effective as of September 30, 2021[240](index=240&type=chunk) - No changes in internal control over financial reporting that materially affected, or are reasonably likely to materially affect, internal controls were identified during the quarter[241](index=241&type=chunk) [Part II. Other Information](index=47&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=47&type=section&id=ITEM%201.%20Legal%20Proceedings) The company is a defendant in multiple lawsuits, including a class action related to The San Francisco Shipyard, alleging fraudulent environmental misrepresentation by a U.S. Navy contractor, for which the company asserts meritorious defenses - The company is a defendant in a putative class action lawsuit filed in May 2018 concerning The San Francisco Shipyard, alleging fraudulent misrepresentation of test results and remediation by Tetra Tech, a contractor hired by the U.S. Navy[99](index=99&type=chunk) - Additional lawsuits have been filed by homeowners at The San Francisco Shipyard, alleging that environmental contamination issues were not properly disclosed, to which the company believes it has meritorious defenses[100](index=100&type=chunk)[101](index=101&type=chunk) [Risk Factors](index=47&type=section&id=ITEM%201A.%20Risk%20Factors) No material changes to the company's risk factors have occurred since those disclosed in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 - The company states there have been no material changes in its risk factors from those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2020[245](index=245&type=chunk) [Other Disclosures (Items 2, 3, 4, 5, 6)](index=47&type=section&id=Other%20Disclosures%20(Items%202,%203,%204,%205,%206)) This section confirms no unregistered equity sales, no defaults on senior securities, no other material information under Item 5, and provides a list of exhibits, with mine safety disclosures being inapplicable - The company reported no activity for Unregistered Sales of Equity Securities, Defaults Upon Senior Securities, or Other Information[246](index=246&type=chunk)

Financial Data and Key Metrics Changes - The company's consolidated revenues for Q2 2021 totaled $8.3 million, primarily from management services, with no land sales at Valencia or San Francisco during the quarter [13] - The net loss for the quarter was approximately $4.9 million, with $2.3 million attributable to the company [16] - Total liquidity as of June 30 was approximately $361.2 million, consisting of cash and cash equivalents of $236.5 million and borrowing availability of $124.7 million [27] Business Line Data and Key Metrics Changes - The Valencia segment reported a loss of $6.1 million, primarily due to selling, general, and administrative expenses [17] - The San Francisco segment incurred a net loss of $0.8 million, mainly from general and administrative expenses [18] - The Great Park segment generated revenues of $344.4 million, with a net income of $70.8 million for the quarter [21] Market Data and Key Metrics Changes - Home sales at the Great Park totaled 516 homes through July, compared to 291 net sales during the same period last year [5] - In Valencia, 110 homes were sold since mid-May, with an annualized rate projected at around 1,200 homes once all products are selling [6] - The lack of supply in the markets is driving double-digit home price appreciation, resulting in higher land prices [8] Company Strategy and Development Direction - The company aims to maintain a solid balance sheet and low debt while monetizing its assets [4] - There is a focus on intensifying housing development in response to California's housing shortage, with expectations of increasing permitted sites [34][36] - The company is positioned to be the largest provider of home sites in California's coastal markets, with over 20 million square feet of commercial development opportunities [10] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the housing market's strength and the company's unique position to capitalize on it [7] - The ongoing discussions with the City of Irvine and state officials are aimed at accelerating the delivery of land parcels [30] - Management noted that labor shortages and supply chain issues are not directly impacting the company, as it relies more on equipment than labor [38] Other Important Information - The company received nearly $100 million in distributions and incentive compensation payments from the Great Park Venture during the quarter [4][23] - The Great Park Venture is a self-funding operation with no debt, consisting of approximately 2,100 acres in Irvine [20] Q&A Session Summary Question: Update on San Francisco land delivery timeline - Management indicated ongoing discussions with the City and federal government to accelerate the process, but no specific timeline was provided [30] Question: Potential increase in permitted sites at Great Park - Management expressed optimism about the likelihood of increasing permitted sites due to favorable state policies and partnerships with local authorities [34][36] Question: Impact of labor constraints and supply chain issues - Management stated that while there are indirect impacts due to builders facing challenges, the company itself is not directly affected [38][42] Question: Details on Great Park land sale pricing - Management explained that the focus is on maintaining strong relationships with builders rather than maximizing land sale prices, as profit participation is in place [48][50] Question: Developments in apartment site opportunities - Management confirmed ongoing discussions about potential apartment sites in Valencia and the possibility of increasing rental products in the Great Park [53][55]

Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Exact name of registrant as specified in its charter) Delaware 27-0599397 (State or other jurisdiction of incorporation or ...

Five Point Holdings, LLC (NYSE:FPH) Q1 2021 Earnings Conference Call May 10, 2021 5:00 PM ET Company Participants Emile Haddad - Chairman & Chief Executive Officer Erik Higgins - Chief Financial Officer, Vice President & Treasurer Conference Call Participants Elad Hillman - JPMorgan Stephen Kim - Evercore ISI Alan Ratner - Zelman and Associates Ken Hansen - Stifel Operator Greetings and welcome to the Five Point Holdings LLC First Quarter 2021 Conference Call. Currently, all participants are in listen-only ...

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 March 31, 2021 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 Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of th ...

Financial Data and Key Metrics Changes - The cash position improved by $27.6 million to $298 million, with no borrowings under the $125 million corporate revolving line of credit [19] - Debt to total capitalization remained stable at 24.9%, while net debt to total capitalization was 14.8% [20] - Consolidated revenues for the quarter were $111.7 million, with net income of $2.7 million [20][21] Business Line Data and Key Metrics Changes - The Valencia segment generated total revenues of $106 million, including land sales and marketing fee revenue [22] - The Great Park segment reported revenues of $7.2 million, primarily from management fee revenue [29] - The San Francisco segment incurred a loss of $3 million, mainly due to SG&A expenses [25] Market Data and Key Metrics Changes - Median home prices in LA County increased by 18.2% and by 12.6% in Orange County in 2020 [10] - Home sales at the Great Park increased from 177 to 257 year-over-year, with cancellations dropping from 41 to 10 [11] Company Strategy and Development Direction - The company is positioned to capitalize on the favorable political environment for housing, with a target of building 3.5 million new homes in California by 2025 [15] - Active dialogues with local public partners are ongoing to explore opportunities for intensification within communities [17] - The company aims to provide diversified residential opportunities in primary markets in California [17] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the housing market's strength and the ability to sell homes without significant cancellations [10][11] - The company anticipates a good environment for housing in the coming years, driven by high demand and limited supply [17] - Management highlighted the importance of maintaining affordability while navigating home price appreciation [64][66] Other Important Information - The company has approximately $180 million in cash on the Great Park Venture's balance sheet, providing flexibility for decision-making [7] - The anticipated proceeds from upcoming homesite sales are expected to cover priority legacy distributions totaling $476 million [12][28] Q&A Session Summary Question: Sales trends at Great Park - Management noted a strengthening trend in sales, with minimal cancellations and a significant increase in net sales [33] Question: Development cadence for remaining lots at Great Park - Management indicated plans for 800 to 900 homesite sales in the next round at Great Park [36] Question: Changes in builder/land acquisition strategies - Management observed increased interest from builders in acquiring more land, with no significant changes in underwriting criteria [38] Question: Estimated distribution from land sales - Management expects distributions between $100 million to $150 million from upcoming land sales [42][45] Question: Engagement with build-to-rent operators - Management is exploring the addition of apartments and single-family rentals as part of their portfolio [44] Question: Political environment and San Francisco developments - Management expressed optimism about the San Francisco market, with potential for increased density and movement on projects [49][52] Question: Impairment impact on cost basis for new homesites - Management clarified that the previous impairment of $30 million would not significantly affect the cost basis for new homesites [56] Question: Opportunities in Concord - Management confirmed no current developments in Concord but acknowledged potential future opportunities [62] Question: Impact of commercial development on company strategy - Management emphasized a focus on healthcare and life sciences in commercial development, aligning with community needs [81]

PART I [Business](index=5&type=section&id=Item%201.%20Business) Five Point Holdings, LLC develops large mixed-use communities in California, focusing on master planning, infrastructure, and land sales across four segments, subject to extensive regulation [Company Structure and Formation](index=5&type=section&id=Structure%20and%20Formation%20of%20Our%20Company) Formed in 2009, the company operates through its subsidiary, Five Point Operating Company, LP (62.5% interest), and is treated as a corporation for U.S. federal income tax purposes - The company conducts all business through its operating company, in which it owned approximately **62.5%** of outstanding Class A units as of December 31, 2020[23](index=23&type=chunk) - The company has elected to be treated as a corporation for U.S. federal income tax purposes, meaning shareholders receive Form 1099 for distributions, not a Schedule K-1[26](index=26&type=chunk) [Business Model and Segments](index=6&type=section&id=Our%20Business%20and%20Segments) The company's business model focuses on planning and developing master-planned communities, generating revenue primarily from land sales, and operates through four distinct segments - The principal source of revenue is the sale of residential and commercial land sites to homebuilders and developers[27](index=27&type=chunk) - Residential land sales typically include participation provisions, allowing the company to share in homebuilders' profits[32](index=32&type=chunk) - The company operates through four reportable segments: Valencia, San Francisco, Great Park, and Commercial[37](index=37&type=chunk) [Our Communities and Commercial Operations](index=8&type=section&id=Our%20Communities%20and%20Commercial%20Operations) The company develops three major California communities: Valencia, San Francisco, and Great Park, with significant planned homesites and commercial space, alongside commercial asset sales Overview of Master-Planned Communities | Community | Location | Planned Homesites | Planned Commercial Space (sq. ft.) | | :--- | :--- | :--- | :--- | | Valencia | Los Angeles County | ~21,500 | ~11.5 million | | Candlestick & The SF Shipyard | San Francisco | ~12,000 | ~6.3 million | | Great Park Neighborhoods | Orange County | ~10,500 | ~4.9 million | - Development at The San Francisco Shipyard is delayed due to allegations against a U.S. Navy contractor (Tetra Tech) and subsequent resampling efforts, which has postponed the transfer of approximately **408 acres** from the Navy[43](index=43&type=chunk) - In 2020, the Gateway Commercial Venture sold three buildings at the Five Point Gateway Campus, including one to City of Hope for a cancer care center, retaining one building and approximately **50 acres** of land[50](index=50&type=chunk) [Regulation](index=11&type=section&id=Regulation) The company's operations are heavily regulated, requiring extensive land use and environmental approvals, incurring significant costs and potential liability for contamination at former U.S. Navy sites - The company must obtain numerous discretionary entitlements and approvals for infrastructure and construction, a process that has incurred significant costs over the last 10-15 years and is subject to third-party challenges[57](index=57&type=chunk)[59](index=59&type=chunk) - The company may be liable for costs related to hazardous substance contamination, particularly at former U.S. Navy sites like The San Francisco Shipyard and Great Park Neighborhoods, which are on the USEPA's National Priorities List for cleanup[61](index=61&type=chunk)[63](index=63&type=chunk) - The transfer of remaining parcels at The San Francisco Shipyard from the U.S. Navy is dependent on the completion of the multi-stage FOST process, which includes remedial investigation, feasibility studies, and final cleanup documentation[69](index=69&type=chunk)[77](index=77&type=chunk) [Human Capital](index=15&type=section&id=Human%20Capital) As of December 31, 2020, the company had approximately 160 employees, with a diverse workforce, and implemented remote work and safety protocols in response to COVID-19 Employee Statistics (as of Dec 31, 2020) | Metric | Value | | :--- | :--- | | Total Employees | ~160 | | Female Workforce | ~46% | | Ethnic & Racial Minorities | ~43% | - In response to COVID-19, the company shifted to remote work for most associates and implemented a new COVID-19 Prevention Program with safety protocols for on-site staff[93](index=93&type=chunk)[94](index=94&type=chunk) [Risk Factors](index=18&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from pandemics, project delays, California-specific economic and natural disaster exposures, regulatory complexities, substantial indebtedness, TRA obligations, and significant shareholder influence - The COVID-19 pandemic has disrupted business and led to a **$26.9 million** impairment charge on the company's investment in the Great Park Venture due to expected delays in land sales and distributions[104](index=104&type=chunk)[106](index=106&type=chunk) - All of the company's communities are located in California, making it susceptible to risks specific to the state, including adverse economic, political, or regulatory changes, as well as natural disasters like earthquakes, droughts, and wildfires[112](index=112&type=chunk)[113](index=113&type=chunk) - The company has substantial indebtedness, with approximately **$625.0 million** in 7.875% senior notes due 2025 as of December 31, 2020[166](index=166&type=chunk) - The company is party to a Tax Receivable Agreement (TRA) which requires it to pay certain investors **85%** of cash savings from specific tax benefits; if terminated on December 31, 2020, the estimated payment would have been approximately **$108.5 million**[152](index=152&type=chunk)[154](index=154&type=chunk) - As of December 31, 2020, major shareholders Lennar and Castlelake controlled approximately **39%** and **17%** of the voting power, respectively, allowing them to exercise significant influence over shareholder matters[148](index=148&type=chunk) [Unresolved Staff Comments](index=32&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved staff comments from the SEC - None[195](index=195&type=chunk) [Properties](index=32&type=section&id=Item%202.%20Properties) The company leases its principal executive office in Irvine, California, with additional offices in Valencia and San Francisco, while its master-planned community properties are held as inventory - The company's three communities are designed to include approximately **40,000 residential homes** and **23 million square feet of commercial space**, with these properties held as inventory[197](index=197&type=chunk) [Legal Proceedings](index=33&type=section&id=Item%203.%20Legal%20Proceedings) In February 2020, the company filed lawsuits against the United States and Tetra Tech, seeking damages for financial harm resulting from delayed land delivery at The San Francisco Shipyard due to alleged fraudulent conduct - The company filed lawsuits against the U.S. government and contractor Tetra Tech in February 2020, alleging damages from delayed land transfers at The San Francisco Shipyard caused by Tetra Tech's allegedly fraudulent conduct[199](index=199&type=chunk) [Mine Safety Disclosures](index=33&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[201](index=201&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=33&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's Class A common shares trade on the NYSE under 'FPH', with no distributions paid or planned, and no share repurchases made in 2020 - Class A common shares are traded on the NYSE under the symbol 'FPH'[203](index=203&type=chunk) - No distributions have been declared or paid on common shares, and there are no current plans for a distribution policy[204](index=204&type=chunk) - There were no repurchases of the company's shares during the year ended December 31, 2020[206](index=206&type=chunk) [Selected Financial Data](index=34&type=section&id=Item%206.%20Selected%20Financial%20Data) This item is reserved, and no data is presented, in line with amendments to SEC disclosure requirements - Reserved[211](index=211&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=35&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In 2020, total revenues decreased to $153.6 million, resulting in a net loss of $0.4 million, despite increased equity in earnings from asset sales, while the company maintained a solid liquidity position [Operational Highlights and COVID-19 Response](index=35&type=section&id=Operational%20Highlights%20and%20COVID-19%20Response) Key 2020 operational events included Valencia homesite sales, commercial building sales at Five Point Gateway Campus, and the formation of the Valencia Landbank Venture, alongside COVID-19 response measures - In 2020, the company sold **487 homesites** at Valencia for a gross price of **$115.4 million**[215](index=215&type=chunk) - The Gateway Commercial Venture sold three buildings and land for a combined price of **$463.0 million**, resulting in a **$112.2 million** net gain and distributions of **$136.5 million** to the company[217](index=217&type=chunk) - The company formed the Valencia Landbank Venture with a **10% interest** to facilitate land sales to homebuilders[219](index=219&type=chunk) [Consolidated Results of Operations](index=37&type=section&id=Consolidated%20Results%20of%20Operations) For 2020, total revenues decreased to $153.6 million due to lower land sales, leading to a net loss of $0.4 million, despite a significant increase in equity in earnings from unconsolidated entities Consolidated Statement of Operations Summary (in thousands) | Metric | 2020 (in thousands) | 2019 (in thousands) | | :--- | :--- | :--- | | Total Revenues | $153,619 | $184,380 | | Total Costs and Expenses | $194,870 | $234,756 | | Equity in Earnings from Unconsolidated Entities | $42,364 | $2,327 | | Net Income | $1,094 | $22,268 | | Net (Loss) Income Attributable to the Company | $(428) | $9,033 | - The increase in equity in earnings was primarily due to gains from the sale of land and three buildings at the Gateway Commercial Venture, offset by an other-than-temporary impairment of **$26.9 million** on the investment in the Great Park Venture[237](index=237&type=chunk) [Segment Results](index=39&type=section&id=Segment%20Results) In 2020, Valencia's income decreased, San Francisco reported a loss after a prior-year gain, Great Park swung to a loss due to lower sales, while Commercial income surged from asset sales Segment Income (Loss) (in thousands) | Segment | 2020 (in thousands) | 2019 (in thousands) | | :--- | :--- | :--- | | Valencia | $21,193 | $25,779 | | San Francisco | $(10,355) | $49,890 | | Great Park | $(22,504) | $44,369 | | Commercial | $112,242 | $(4,818) | - The San Francisco segment's 2019 income was significantly impacted by a **$64.9 million** gain from the settlement of a contingent consideration liability related to a terminated retail project[256](index=256&type=chunk) - The Commercial segment's strong performance in 2020 was driven by a **$112.3 million** net gain on the sale of three buildings and land at the Five Point Gateway Campus[276](index=276&type=chunk)[277](index=277&type=chunk)[278](index=278&type=chunk) [Liquidity and Capital Resources](index=47&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains solid liquidity with $298.1 million in cash and $124.7 million available credit, expecting to meet short-term obligations through cash, land sales, and distributions, with long-term needs funded by various sources Liquidity Overview (as of Dec 31, 2020) | Metric | Amount (in millions) | | :--- | :--- | | Cash and Cash Equivalents | $298.1 | | Available Revolving Credit | $124.7 | | 2021 Senior Note Interest Payments | $49.2 | | 2021 Related Party Reimbursement Payments | $35.5 | Contractual Obligations Summary (as of Dec 31, 2020) | Obligation | Total (in thousands) | Due in < 1 Year (in thousands) | | :--- | :--- | :--- | | Senior notes payable | $625,000 | $0 | | Interest on senior notes | $246,094 | $49,219 | | Operating lease obligations | $29,085 | $5,017 | | Related party reimbursement obligation | $95,144 | $38,543 | | **Total** | **$1,053,007** | **$104,456** | [Critical Accounting Policies and Estimates](index=52&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) The company's critical accounting policies involve significant judgment in consolidation, revenue recognition for land sales, cost allocation, impairment assessment of investments, and deferred tax asset valuation - Revenue recognition for land sales is complex, requiring estimates of variable consideration such as profit participation and marketing fees, with capitalized inventory costs allocated using the relative sales value method based on future cost and sales price estimates[313](index=313&type=chunk)[314](index=314&type=chunk) - The company evaluates investments in unconsolidated entities for other-than-temporary impairment using discounted cash flow models, which rely on significant estimates of future distributions and appropriate discount rates[319](index=319&type=chunk)[320](index=320&type=chunk) - Accounting for income taxes requires assessing the need for a valuation allowance against deferred tax assets, considering factors like cumulative losses and forecasts of future taxable income[322](index=322&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=55&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate risk, which is mitigated as its $617.6 million consolidated indebtedness bears fixed interest rates, and it does not use derivative financial instruments - The company's primary market risk is from its indebtedness; as of December 31, 2020, its **$617.6 million** of consolidated debt bears interest at fixed rates, mitigating exposure to prevailing market interest rate changes[328](index=328&type=chunk)[329](index=329&type=chunk) [Financial Statements and Supplementary Data](index=56&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited consolidated financial statements for 2020, including balance sheets, statements of operations, cash flows, and comprehensive notes detailing accounting policies, investments, and debt [Consolidated Financial Statements](index=57&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements show total assets of $2.96 billion, total liabilities of $1.05 billion, and total capital of $1.89 billion as of December 31, 2020, with total revenues of $153.6 million and a net loss of $0.4 million for the year Consolidated Balance Sheet Highlights (as of Dec 31, 2020, in thousands) | Category | Amount (in thousands) | | :--- | :--- | | Total Assets | $2,961,985 | | Inventories | $1,990,859 | | Investment in Unconsolidated Entities | $442,850 | | Cash and Cash Equivalents | $298,144 | | Total Liabilities | $1,051,887 | | Notes payable, net | $617,581 | | Total Capital | $1,885,098 | Consolidated Statement of Operations Highlights (Year ended Dec 31, 2020, in thousands) | Category | Amount (in thousands) | | :--- | :--- | | Total Revenues | $153,619 | | Total Costs and Expenses | $194,870 | | Equity in Earnings from Unconsolidated Entities | $42,364 | | Net (Loss) Income Attributable to the Company | $(428) | [Notes to Consolidated Financial Statements](index=62&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail revenue recognition, equity method investments (including a $26.9 million impairment), $625 million in senior notes, Tax Receivable Agreement obligations, and various commitments and contingencies - The company recognized a **$26.9 million** other-than-temporary impairment charge on its investment in the Great Park Venture in March 2020, primarily due to expected delays in land sales and distributions resulting from the COVID-19 pandemic[378](index=378&type=chunk)[411](index=411&type=chunk) - As of December 31, 2020, the company had **$625.0 million** in aggregate principal of 7.875% senior notes due 2025[465](index=465&type=chunk)[466](index=466&type=chunk) - The liability for payments under the Tax Receivable Agreement (TRA) was recorded at **$173.2 million** as of December 31, 2020[474](index=474&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=99&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[554](index=554&type=chunk) [Controls and Procedures](index=99&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2020, a conclusion affirmed by the independent registered public accounting firm - Based on an evaluation as of December 31, 2020, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective[555](index=555&type=chunk) - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2020, based on the COSO 2013 framework, with an unqualified opinion issued by Deloitte & Touche LLP[556](index=556&type=chunk)[559](index=559&type=chunk) [Other Information](index=101&type=section&id=Item%209B.%20Other%20Information) This item is not applicable to the company - Not applicable[566](index=566&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=101&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information regarding directors, executive officers, and corporate governance is incorporated by reference from the company's 2021 Proxy Statement - Information is incorporated by reference from the Proxy Statement for the 2021 Annual Meeting of Shareholders[568](index=568&type=chunk) [Executive Compensation](index=101&type=section&id=Item%2011.%20Executive%20Compensation) Information concerning executive compensation is incorporated by reference from the company's 2021 Proxy Statement - Information is incorporated by reference from the Proxy Statement[569](index=569&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=101&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Security ownership information is incorporated by reference from the 2021 Proxy Statement, with 4,689,214 securities remaining available for future issuance under approved equity compensation plans Equity Compensation Plan Information (as of Dec 31, 2020) | Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by shareholders | — | — | 4,689,214 | [Certain Relationships and Related Transactions, and Director Independence](index=101&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information regarding related party transactions and director independence is incorporated by reference from the company's 2021 Proxy Statement - Information is incorporated by reference from the Proxy Statement[572](index=572&type=chunk) [Principal Accounting Fees and Services](index=101&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information concerning principal accounting fees and services is incorporated by reference from the company's 2021 Proxy Statement - Information is incorporated by reference from the Proxy Statement[573](index=573&type=chunk) PART IV [Exhibits, Financial Statement Schedules](index=102&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all financial statements, the Schedule III for Real Estate and Accumulated Depreciation, and all exhibits filed with the report or incorporated by reference - This section lists all financial statements, the Schedule III for Real Estate and Accumulated Depreciation, and all exhibits filed with the report[576](index=576&type=chunk)[578](index=578&type=chunk) [Form 10-K Summary](index=107&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company indicates that there is no Form 10-K summary - None[589](index=589&type=chunk)