8-K
Five Point Holdings, LLC (FPH)
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
January 18, 2024
Date of report (date of earliest event reported)
FIVE POINT HOLDINGS, LLC
(Exact name of registrant as specified in its charter)
| Delaware | 001-38088 | 27-0599397 | ||||||
|---|---|---|---|---|---|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (I.R.S. Employer<br>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 (see General Instruction A.2. below):
☐ 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 class | Trading<br>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| Class A common shares | FPH | New 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 January 18, 2024, Five Point Holdings, LLC issued a press release announcing its results of operations for the three months and twelve months ended December 31, 2023. 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.
| 99.1 | Press Release, dated January 18, 2024 |
|---|---|
| 104 | Cover 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: January 18, 2024
| FIVE POINT HOLDINGS, LLC | |
|---|---|
| By: | /s/ Michael Alvarado |
| Name: | Michael Alvarado |
| Title: | Chief Legal Officer, Vice President and Secretary |
Document
Exhibit 99.1
Five Point Holdings, LLC Reports Fourth Quarter and Year-End 2023 Results
Fourth Quarter 2023 and Recent Highlights
•Valencia sold 583 homesites on approximately 46 acres of land for a purchase price of $101.8 million.
•Great Park Venture closed two commercial land sales totaling approximately 38 acres for an aggregate purchase price of $174.2 million.
•Great Park Venture distributions and incentive compensation payments to the Company totaled $92.0 million.
•Valencia builder sales of 31 homes during the quarter.
•Great Park builder sales of 76 homes during the quarter.
•Consolidated revenues of $118.8 million; consolidated net income of $58.7 million.
•Cash and cash equivalents of $353.8 million as of December 31, 2023.
•Debt to total capitalization ratio of 24.0% and liquidity of $478.8 million as of December 31, 2023.
•On January 16, 2024, exchanged $623.5 million of existing 7.875% Senior Notes due November 2025 for $100.0 million in cash and $523.5 million in new 10.5% initial rate Senior Notes due January 2028.
2023 Highlights
•Valencia closed the sale of 729 homesites on approximately 72 acres of land for an aggregate purchase price of $162.4 million.
•Great Park Venture recognized land sale revenue of $532.0 million from the sale of 38 acres of commercial land and 798 homesites on approximately 84 acres of land.
•Great Park Venture distributions and incentive compensation payments to the Company totaled $195.8 million.
•Valencia builder sales of 297 homes during the year.
•Great Park builder sales of 628 homes during the year.
•Consolidated revenues of $211.7 million; consolidated net income of $113.7 million.
•Extended the maturity date of the Company’s $125.0 million unsecured revolving credit facility to April 2026.
Irvine, CA, January 18, 2024 (Business Wire) – Five Point Holdings, LLC (“Five Point” or the “Company”) (NYSE:FPH), an owner and developer of large mixed-use planned communities in California, today reported its fourth quarter and year-end 2023 results.
Dan Hedigan, Chief Executive Officer, said, “We finished 2023 strong with consolidated net income for the quarter of $58.7 million, giving us consolidated net income for the year of $113.7 million and total cash and cash equivalents of $353.8 million as of year-end. This week we successfully settled our senior note exchange with a participation rate over 99%. Achieving these results in the face of a challenging economic and interest rate environment is a testament to our team’s focus on executing our key operating priorities: generating revenue, right-sizing our SG&A, and managing our capital spend. We will continue to closely monitor the market and interest rates; however, we believe that the ongoing housing supply shortage will help sustain strong demand for our land.”
Consolidated Results
Liquidity and Capital Resources
As of December 31, 2023, total liquidity of $478.8 million was comprised of cash and cash equivalents totaling $353.8 million and borrowing availability of $125.0 million under our unsecured revolving credit facility. Total capital was $2.0 billion, reflecting $3.0 billion in assets and $1.0 billion in liabilities and redeemable noncontrolling interests.
Results of Operations for the Three Months Ended December 31, 2023
Revenues. Revenues of $118.8 million for the three months ended December 31, 2023 were primarily generated from land sales at our Valencia segment. At Valencia we closed the sale of land entitled for an aggregate of 583 homesites on approximately 46 acres. The fixed base purchase price of $101.8 million was paid at closing.
Equity in earnings from unconsolidated entities. Equity in earnings from unconsolidated entities was $24.0 million for the three months ended December 31, 2023. The Great Park Venture generated net income of $81.1 million during the three months ended
December 31, 2023, and our share of the net income from our 37.5% percentage interest, adjusted for basis differences, was $25.9 million. Additionally, we recognized $1.9 million in loss from our 75% interest in the Gateway Commercial Venture.
During the three months ended December 31, 2023, the Great Park Venture closed two commercial land sales totaling approximately 38 acres for an aggregate purchase price of $174.2 million. After completing the land sale, the Great Park Venture made aggregate distributions of $22.6 million to holders of Legacy Interests and $193.1 million to holders of Percentage Interests. We received $72.4 million for our 37.5% Percentage Interest.
Selling, general, and administrative. Selling, general, and administrative expenses were $13.1 million for the three months ended December 31, 2023.
Net income. Consolidated net income for the quarter was $58.7 million. Net income attributable to noncontrolling interests totaled $29.0 million, resulting in net income attributable to the Company of $29.8 million. Net income attributable to noncontrolling interests represents the portion of income allocated to related party partners and members that hold units of the operating company and the San Francisco Venture. Holders of units of the operating company and the San Francisco Venture can redeem their interests for either, at our election, our Class A common shares on a one-for-one basis or cash. In connection with any redemption or exchange, our ownership of our operating subsidiaries will increase thereby reducing the amount of income allocated to noncontrolling interests in subsequent periods.
Results of Operations for the Twelve Months Ended December 31, 2023
Revenues. Revenues of $211.7 million for the twelve months ended December 31, 2023 were primarily generated from land sales at our Valencia segment. At Valencia we closed the sale of land entitled for an aggregate of 729 homesites on approximately 72 acres. The fixed base purchase price of $162.4 million was paid at closing.
Equity in earnings from unconsolidated entities. Equity in earnings from unconsolidated entities was $76.6 million for the twelve months ended December 31, 2023. The Great Park Venture generated net income of $250.6 million during the twelve months ended December 31, 2023, and our share of the net income from our 37.5% percentage interest, adjusted for basis differences, was $78.9 million. Additionally, we recognized $2.9 million in loss from our 75% interest in the Gateway Commercial Venture.
During the twelve months ended December 31, 2023, the Great Park Venture closed the sale of approximately 38 acres of land entitled for commercial use for an aggregate purchase price of $174.2 million and sold 798 homesites on approximately 84 acres of land at the Great Park Neighborhoods. For the homesite sale, the Great Park Venture recognized $357.8 million in revenue, consisting of $214.7 million paid at closing plus $143.1 million in revenue representing variable consideration from future price participation payments expected to be received when homes are sold to homebuyers. The Great Park Venture made aggregate distributions of $48.2 million to holders of Legacy Interests and $411.2 million to holders of Percentage Interests. We received $154.2 million for our 37.5% Percentage Interest.
Selling, general, and administrative. Selling, general, and administrative expenses were $51.5 million for the twelve months ended December 31, 2023.
Net income. Consolidated net income for the year was $113.7 million. Net income attributable to noncontrolling interests totaled $58.3 million, resulting in net income attributable to the Company of $55.4 million.
Conference Call Information
In conjunction with this release, Five Point will host a conference call on Thursday, January 18, 2024 at 5:00 p.m. Eastern Time. Dan Hedigan, Chief Executive Officer, and Kim Tobler, Chief Financial Officer, will host the call. Interested investors and other parties can listen to a live Internet audio webcast of the conference call that will be available on the Five Point website at ir.fivepoint.com. The conference call can also be accessed by dialing (877) 451-6152 (domestic) or (201) 389-0879 (international). A telephonic replay will be available starting approximately three hours after the end of the call by dialing (844) 512-2921, or for international callers, (412) 317-6671. The passcode for the live call and the replay is 13743863. The telephonic replay will be available until 11:59 p.m. Eastern Time on January 27, 2024.
About Five Point
Five Point, headquartered in Irvine, California, designs and develops large mixed-use planned communities in Orange County, Los Angeles County, and San Francisco County that combine residential, commercial, retail, educational, and recreational elements with public amenities, including civic areas for parks and open space. Five Point’s communities include the Great Park Neighborhoods® in Irvine, Valencia® in Los Angeles County, and Candlestick® and The San Francisco Shipyard® in the City of San Francisco. These communities are designed to include approximately 40,000 residential homes and 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
FIVE POINT HOLDINGS, LLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
(Unaudited)
| Three Months Ended<br>December 31, | Twelve Months Ended<br>December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||
| REVENUES: | ||||||||
| Land sales | $ | 100,111 | $ | 270 | $ | 160,796 | $ | 913 |
| Land sales—related party | — | 2,983 | 595 | 7,512 | ||||
| Management services—related party | 18,109 | 13,075 | 47,621 | 31,433 | ||||
| Operating properties | 539 | 671 | 2,720 | 2,836 | ||||
| Total revenues | 118,759 | 16,999 | 211,732 | 42,694 | ||||
| COSTS AND EXPENSES: | ||||||||
| Land sales | 66,684 | (996) | 105,651 | (996) | ||||
| Management services | 7,751 | 7,889 | 22,170 | 20,261 | ||||
| Operating properties | 1,846 | 2,433 | 6,167 | 8,230 | ||||
| Selling, general, and administrative | 13,095 | 13,119 | 51,495 | 54,591 | ||||
| Restructuring | — | — | — | 19,437 | ||||
| Total costs and expenses | 89,376 | 22,445 | 185,483 | 101,523 | ||||
| OTHER INCOME (EXPENSE): | ||||||||
| Interest income | 2,688 | 381 | 7,230 | 826 | ||||
| Miscellaneous | (1,809) | (91) | (776) | 245 | ||||
| Total other income | 879 | 290 | 6,454 | 1,071 | ||||
| EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES | 24,041 | 26,167 | 76,595 | 21,513 | ||||
| INCOME (LOSS) BEFORE INCOME TAX BENEFIT | 54,303 | 21,011 | 109,298 | (36,245) | ||||
| INCOME TAX BENEFIT | 4,434 | 1,487 | 4,418 | 1,471 | ||||
| NET INCOME (LOSS) | 58,737 | 22,498 | 113,716 | (34,774) | ||||
| LESS NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 28,981 | 11,221 | 58,322 | (19,371) | ||||
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ | 29,756 | $ | 11,277 | $ | 55,394 | $ | (15,403) |
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE | ||||||||
| Basic | $ | 0.43 | $ | 0.16 | $ | 0.80 | $ | (0.22) |
| Diluted | $ | 0.39 | $ | 0.15 | $ | 0.76 | $ | (0.23) |
| WEIGHTED AVERAGE CLASS A SHARES OUTSTANDING | ||||||||
| Basic | 68,919,591 | 68,534,163 | 68,826,340 | 68,429,271 | ||||
| Diluted | 145,331,135 | 144,630,573 | 145,131,125 | 68,430,212 | ||||
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY PER CLASS B SHARE | ||||||||
| Basic and diluted | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | (0.00) |
| WEIGHTED AVERAGE CLASS B SHARES OUTSTANDING | ||||||||
| Basic and diluted | 79,233,544 | 79,233,544 | 79,233,544 | 79,233,544 |
FIVE POINT HOLDINGS, LLC
CONSOLIDATED BALANCE SHEETS
(In thousands, except shares)
(Unaudited)
| December 31, 2023 | December 31, 2022 | |||
|---|---|---|---|---|
| ASSETS | ||||
| INVENTORIES | $ | 2,213,479 | $ | 2,239,125 |
| INVESTMENT IN UNCONSOLIDATED ENTITIES | 252,816 | 331,594 | ||
| PROPERTIES AND EQUIPMENT, NET | 29,145 | 30,243 | ||
| INTANGIBLE ASSET, NET—RELATED PARTY | 25,270 | 40,257 | ||
| CASH AND CASH EQUIVALENTS | 353,801 | 131,771 | ||
| RESTRICTED CASH AND CERTIFICATES OF DEPOSIT | 992 | 992 | ||
| RELATED PARTY ASSETS | 83,970 | 97,126 | ||
| OTHER ASSETS | 9,815 | 14,676 | ||
| TOTAL | $ | 2,969,288 | $ | 2,885,784 |
| LIABILITIES AND CAPITAL | ||||
| LIABILITIES: | ||||
| Notes payable, net | $ | 622,186 | $ | 620,651 |
| Accounts payable and other liabilities | 81,649 | 94,426 | ||
| Related party liabilities | 78,074 | 93,086 | ||
| Deferred income tax liability, net | 7,067 | 11,506 | ||
| Payable pursuant to tax receivable agreement | 173,208 | 173,068 | ||
| Total liabilities | 962,184 | 992,737 | ||
| REDEEMABLE NONCONTROLLING INTEREST | 25,000 | 25,000 | ||
| CAPITAL: | ||||
| Class A common shares; No par value; Issued and outstanding: December 31, 2023—69,199,938 shares; December 31, 2022—69,068,354 shares | ||||
| Class B common shares; No par value; Issued and outstanding: December 31, 2023—79,233,544 shares; December 31, 2022—79,233,544 shares | ||||
| Contributed capital | 591,606 | 587,733 | ||
| Retained earnings | 88,780 | 33,386 | ||
| Accumulated other comprehensive loss | (2,332) | (2,988) | ||
| Total members’ capital | 678,054 | 618,131 | ||
| Noncontrolling interests | 1,304,050 | 1,249,916 | ||
| Total capital | 1,982,104 | 1,868,047 | ||
| TOTAL | $ | 2,969,288 | $ | 2,885,784 |
FIVE POINT HOLDINGS, LLC
SUPPLEMENTAL DATA
(In thousands)
(Unaudited)
Liquidity
| December 31, 2023 | ||
|---|---|---|
| Cash and cash equivalents | $ | 353,801 |
| Borrowing capacity(1) | 125,000 | |
| Total liquidity | $ | 478,801 |
(1) As of December 31, 2023, 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
| December 31, 2023 | |||
|---|---|---|---|
| Debt(1) | $ | 625,000 | |
| Total capital | 1,982,104 | ||
| Total capitalization | $ | 2,607,104 | |
| Debt to total capitalization | 24.0 | % | |
| Debt(1) | $ | 625,000 | |
| Less: Cash and cash equivalents | 353,801 | ||
| Net debt | 271,199 | ||
| Total capital | 1,982,104 | ||
| Total net capitalization | $ | 2,253,303 | |
| Net debt to total capitalization(2) | 12.0 | % |
(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.
Segment Results
The following tables reconcile the results of operations of our segments to our consolidated results for the three and twelve months ended months ended December 31, 2023 (in thousands):
| Three Months Ended December 31, 2023 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Valencia | San Francisco | Great Park | Commercial | Total reportable segments | Corporate and unallocated | Total under management | Removal of unconsolidated entities(1) | Total consolidated | ||||||||||
| REVENUES: | ||||||||||||||||||
| Land sales | $ | 100,111 | $ | — | $ | 175,556 | $ | — | $ | 275,667 | $ | — | $ | 275,667 | $ | (175,556) | $ | 100,111 |
| Land sales—related party | — | — | 6,797 | — | 6,797 | — | 6,797 | (6,797) | — | |||||||||
| Management services—related party(2) | — | — | 17,999 | 110 | 18,109 | — | 18,109 | — | 18,109 | |||||||||
| Operating properties | 374 | 165 | — | 2,153 | 2,692 | — | 2,692 | (2,153) | 539 | |||||||||
| Total revenues | 100,485 | 165 | 200,352 | 2,263 | 303,265 | — | 303,265 | (184,506) | 118,759 | |||||||||
| COSTS AND EXPENSES: | ||||||||||||||||||
| Land sales | 66,684 | — | 71,399 | — | 138,083 | — | 138,083 | (71,399) | 66,684 | |||||||||
| Home sales | — | — | 161 | — | 161 | — | 161 | (161) | — | |||||||||
| Management services(2) | — | — | 7,751 | — | 7,751 | — | 7,751 | — | 7,751 | |||||||||
| Operating properties | 1,846 | — | — | 856 | 2,702 | — | 2,702 | (856) | 1,846 | |||||||||
| Selling, general, and administrative | 2,997 | 714 | 3,495 | 3,156 | 10,362 | 9,384 | 19,746 | (6,651) | 13,095 | |||||||||
| Management fees—related party | — | — | 28,888 | — | 28,888 | — | 28,888 | (28,888) | — | |||||||||
| Total costs and expenses | 71,527 | 714 | 111,694 | 4,012 | 187,947 | 9,384 | 197,331 | (107,955) | 89,376 | |||||||||
| OTHER (EXPENSE) INCOME: | ||||||||||||||||||
| Interest income | — | 13 | 2,318 | 33 | 2,364 | 2,675 | 5,039 | (2,351) | 2,688 | |||||||||
| Interest expense | — | — | — | (702) | (702) | — | (702) | 702 | — | |||||||||
| Miscellaneous | (21) | — | — | — | (21) | (1,788) | (1,809) | — | (1,809) | |||||||||
| Total other (expense) income | (21) | 13 | 2,318 | (669) | 1,641 | 887 | 2,528 | (1,649) | 879 | |||||||||
| EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES | 62 | — | 363 | — | 425 | — | 425 | 23,616 | 24,041 | |||||||||
| SEGMENT PROFIT (LOSS)/INCOME BEFORE INCOME TAX BENEFIT | 28,999 | (536) | 91,339 | (2,418) | 117,384 | (8,497) | 108,887 | (54,584) | 54,303 | |||||||||
| INCOME TAX BENEFIT | — | — | — | — | — | 4,434 | 4,434 | — | 4,434 | |||||||||
| SEGMENT PROFIT (LOSS)/NET INCOME | $ | 28,999 | $ | (536) | $ | 91,339 | $ | (2,418) | $ | 117,384 | $ | (4,063) | $ | 113,321 | $ | (54,584) | $ | 58,737 |
(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.
| Twelve Months Ended December 31, 2023 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Valencia | San Francisco | Great Park | Commercial | Total reportable segments | Corporate and unallocated | Total under management | Removal of unconsolidated entities(1) | Total consolidated | ||||||||||
| REVENUES: | ||||||||||||||||||
| Land sales | $ | 160,796 | $ | — | $ | 538,612 | $ | — | $ | 699,408 | $ | — | $ | 699,408 | $ | (538,612) | $ | 160,796 |
| Land sales—related party | 595 | — | 16,213 | — | 16,808 | — | 16,808 | (16,213) | 595 | |||||||||
| Management services—related party(2) | — | — | 47,190 | 431 | 47,621 | — | 47,621 | — | 47,621 | |||||||||
| Operating properties | 2,066 | 654 | — | 8,482 | 11,202 | — | 11,202 | (8,482) | 2,720 | |||||||||
| Total revenues | 163,457 | 654 | 602,015 | 8,913 | 775,039 | — | 775,039 | (563,307) | 211,732 | |||||||||
| COSTS AND EXPENSES: | ||||||||||||||||||
| Land sales | 105,651 | — | 237,148 | — | 342,799 | — | 342,799 | (237,148) | 105,651 | |||||||||
| Home sales | — | — | 161 | — | 161 | — | 161 | (161) | — | |||||||||
| Management services(2) | — | — | 22,170 | — | 22,170 | — | 22,170 | — | 22,170 | |||||||||
| Operating properties | 6,167 | — | — | 3,488 | 9,655 | — | 9,655 | (3,488) | 6,167 | |||||||||
| Selling, general, and administrative | 11,577 | 3,989 | 10,927 | 6,406 | 32,899 | 35,929 | 68,828 | (17,333) | 51,495 | |||||||||
| Management fees—related party | — | — | 65,395 | — | 65,395 | — | 65,395 | (65,395) | — | |||||||||
| Total costs and expenses | 123,395 | 3,989 | 335,801 | 9,894 | 473,079 | 35,929 | 509,008 | (323,525) | 185,483 | |||||||||
| OTHER INCOME (EXPENSE): | ||||||||||||||||||
| Interest income | — | 22 | 7,490 | 58 | 7,570 | 7,208 | 14,778 | (7,548) | 7,230 | |||||||||
| Interest expense | — | — | — | (2,531) | (2,531) | — | (2,531) | 2,531 | — | |||||||||
| Miscellaneous | 1,012 | — | — | — | 1,012 | (1,788) | (776) | — | (776) | |||||||||
| Total other income (expense) | 1,012 | 22 | 7,490 | (2,473) | 6,051 | 5,420 | 11,471 | (5,017) | 6,454 | |||||||||
| EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES | 562 | — | 1,926 | — | 2,488 | — | 2,488 | 74,107 | 76,595 | |||||||||
| SEGMENT PROFIT (LOSS)/INCOME BEFORE INCOME TAX BENEFIT | 41,636 | (3,313) | 275,630 | (3,454) | 310,499 | (30,509) | 279,990 | (170,692) | 109,298 | |||||||||
| INCOME TAX BENEFIT | — | — | — | — | — | 4,418 | 4,418 | — | 4,418 | |||||||||
| SEGMENT PROFIT (LOSS)/NET INCOME | $ | 41,636 | $ | (3,313) | $ | 275,630 | $ | (3,454) | $ | 310,499 | $ | (26,091) | $ | 284,408 | $ | (170,692) | $ | 113,716 |
(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 consolidated statements of operations for the three and twelve months ended December 31, 2023 (in thousands):
| Three Months Ended<br>December 31, 2023 | Twelve Months Ended<br>December 31, 2023 | ||||
|---|---|---|---|---|---|
| Segment profit from operations | $ | 91,339 | $ | 275,630 | |
| Less net income of management company attributed to the Great Park segment | 10,248 | 25,020 | |||
| Net income of the Great Park Venture | 81,091 | 250,610 | |||
| The Company’s share of net income of the Great Park Venture | 30,409 | 93,979 | |||
| Basis difference amortization, net | (4,534) | (15,032) | |||
| Equity in earnings from the Great Park Venture | $ | 25,875 | $ | 78,947 |
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 consolidated statements of operations for the three and twelve months ended December 31, 2023 (in thousands):
| Three Months Ended<br>December 31, 2023 | Twelve Months Ended<br>December 31, 2023 | ||||
|---|---|---|---|---|---|
| Segment loss from operations | $ | (2,418) | $ | (3,454) | |
| Less net income of management company attributed to the Commercial segment | 110 | 431 | |||
| Net loss of the Gateway Commercial Venture | (2,528) | (3,885) | |||
| Equity in loss from the Gateway Commercial Venture | $ | (1,896) | $ | (2,914) |
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