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
March 16, 2021
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.) | 15131 Alton Parkway | 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 March 16, 2021, Five Point Holdings, LLC issued a press release announcing its results of operations for the three months ended December 31, 2020. 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 March 16, 2021 |
|---|---|
| 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: March 16, 2021
| 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 2020 Results
Fourth Quarter 2020 Highlights
•Increased cash position by approximately $28 million, providing liquidity of $422.8 million at December 31, 2020.
•Sold 487 homesites at Valencia in the fourth quarter of 2020 and closed on 442 of these homesites, generating proceeds from the closed homesites of approximately $102 million.
•Contributed $4.2 million for a 10% interest in a joint venture providing land banking opportunities to Valencia guest builders.
Irvine, CA, March 16, 2021 (Business Wire) – Five Point Holdings, LLC (“Five Point” or the “Company”) (NYSE:FPH), an owner and developer of large mixed-use, master-planned communities in California, today reported its fourth quarter 2020 results. Emile Haddad, Chairman and CEO, said, “We are very grateful to end a very unusual year with the results we are presenting today. Our focus shifted a year ago to strengthening our balance sheet, preserving the value of our irreplaceable assets, protecting the well being of our associates, and helping our communities. We are proud that we accomplished our goals. We have already kicked off the new year with a lot of momentum driven by the strength of the housing market and the migration of homebuyers to the type of communities we build.”
Fourth Quarter 2020 Consolidated Results
Liquidity and Capital Resources
As of December 31, 2020, total liquidity of $422.8 million was comprised of cash and cash equivalents totaling $298.1 million and borrowing availability of $124.7 million under our $125.0 million unsecured revolving credit facility. Total capital was $1.9 billion, reflecting $3.0 billion in assets and $1.1 billion in liabilities and redeemable noncontrolling interests.
Results of Operations for the Three Months Ended December 31, 2020
Revenues. Revenues of $111.7 million for the three months ended December 31, 2020 primarily consisted of $105.5 million in revenue recognized from land sales at our Valencia segment.
Equity in loss from unconsolidated entities. Equity in loss from unconsolidated entities was $3.1 million for the three months ended December 31, 2020, comprised of a $1.3 million loss from our 37.5% percentage interest in the Great Park Venture, loss of $0.2 million from our 75% interest in the Gateway Commercial Venture and $1.6 million loss from our 10% interest in the Valencia Landbank Venture as a result of intra-entity profit elimination due to the Valencia Landbank Venture purchasing homesites at Valencia.
Selling, general, and administrative. Selling, general, and administrative expenses were $24.9 million for the three months ended December 31, 2020.
Net income. Consolidated net income for the quarter was $3.7 million. Income before income tax provision was $5.4 million with income attributable to noncontrolling interests totaling $2.9 million. Net income attributable to the Company was $0.8 million after recognition of an income tax provision of $1.7 million. Net income attributable to noncontrolling interests represents the portion of income allocated to related party partners and members that hold units of the operating company and the San Francisco Venture. Holders of units of the operating company and the San Francisco Venture can redeem their interests for our Class A common shares on a one-for-one basis or, at our election, cash. In connection with any redemption or exchange, our ownership of our operating subsidiaries will increase and reduce the amount of income allocated to noncontrolling interests.
Segment Results
Valencia Segment (formerly Newhall). Total segment revenues were $106.0 million for the fourth quarter of 2020. Revenues were mainly attributable to the sale of land entitled for 442 homesites on approximately 45 acres in Valencia. Initial gross proceeds from the sale were $102.2 million, representing the base purchase price. Cost of land sales was $73.9 million, or 70.0% of total land sales and land sales-related party revenues for the fourth quarter. In the fourth quarter, 210 of the homesites sold were purchased by the Valencia Landbank Venture, in which we own a 10% equity interest. Revenues associated with these closings are reported as land sales-related party. When we sell land to the Valencia Landbank Venture, we eliminate our pro-rata share of the intra-entity profits generated from the sale through earnings (loss) from unconsolidated entities until the land is sold by the Valencia Landbank Venture to third party homebuilders. Selling, general, and administrative expenses were $2.4 million for the three months ended December 31, 2020.
San Francisco Segment. Selling, general, and administrative expenses were $3.1 million for the three months ended December 31, 2020.
Great Park Segment. The Great Park segment’s net income for the quarter was $0.4 million, which included net income of $1.6 million from management services and a net loss of $1.2 million attributed to the Great Park Venture. We do not include the Great Park Venture as a consolidated subsidiary in our consolidated financial statements but rather account for it as an equity method investee. After adjusting to account for a difference in investment basis, the Company’s equity in loss from the Great Park Venture was $1.3 million for the three months ended December 31, 2020.
Commercial Segment. Segment net loss was approximately $0.1 million, which included net income of $0.1 million from management services and a net loss of $0.2 million attributed to the Gateway Commercial Venture. We do not include the Gateway Commercial Venture as a consolidated subsidiary in our consolidated financial statements but rather account for it as an equity method investee. Our share of equity in loss from the Gateway Commercial Venture totaled $0.2 million for the three months ended December 31, 2020.
Conference Call Information
In conjunction with this release, Five Point will host a conference call on Wednesday, March 17, 2021 at 2:00 pm Eastern Time. Emile Haddad, President and Chief Executive Officer, and Erik Higgins, Vice President and 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 (800) 430-8332 (domestic) or (720) 452-9102 (international). A telephonic replay will be available starting approximately two 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 1398225. The telephonic replay will be available until 11:59 p.m. Eastern Time on March 31, 2021.
About Five Point
Five Point, headquartered in Irvine, California, designs and develops large mixed-use, master-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® (formerly known as Newhall Ranch®) 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. This press release may contain forward-looking statements regarding: our expectations of our future revenues, costs and financial performance; future demographics and market conditions in the areas where our communities are located; the outcome of pending litigation and its effect on our operations; the timing of our development activities; and the timing of future real estate purchases or sales. 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:
Bob Wetenhall, 949-349-1087
bob.wetenhall@fivepoint.com
or
Media:
Steve Churm, 949-349-1034
steve.churm@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, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||
| REVENUES: | ||||||||
| Land sales | $ | 52,322 | $ | 139,946 | $ | 69,398 | $ | 140,020 |
| Land sales—related party | 53,205 | 228 | 53,219 | 923 | ||||
| Management services—related party | 5,575 | 5,891 | 28,132 | 39,580 | ||||
| Operating properties | 613 | 841 | 2,870 | 3,857 | ||||
| Total revenues | 111,715 | 146,906 | 153,619 | 184,380 | ||||
| COSTS AND EXPENSES: | ||||||||
| Land sales | 73,892 | 97,113 | 85,753 | 97,113 | ||||
| Management services | 3,899 | 5,698 | 20,486 | 28,492 | ||||
| Operating properties | 719 | 1,077 | 5,127 | 5,565 | ||||
| Selling, general, and administrative | 24,910 | 25,957 | 83,504 | 103,586 | ||||
| Total costs and expenses | 103,420 | 129,845 | 194,870 | 234,756 | ||||
| OTHER INCOME: | ||||||||
| Interest income | 66 | 1,350 | 1,369 | 7,844 | ||||
| Gain on settlement of contingent consideration—related party | — | — | — | 64,870 | ||||
| Miscellaneous | 89 | 22 | 356 | 48 | ||||
| Total other income | 155 | 1,372 | 1,725 | 72,762 | ||||
| EQUITY IN (LOSS) EARNINGS FROM UNCONSOLIDATED ENTITIES | (3,053) | (2,136) | 42,364 | 2,327 | ||||
| INCOME BEFORE INCOME TAX PROVISION | 5,397 | 16,297 | 2,838 | 24,713 | ||||
| INCOME TAX PROVISION | (1,744) | (1,179) | (1,744) | (2,445) | ||||
| NET INCOME | 3,653 | 15,118 | 1,094 | 22,268 | ||||
| LESS NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 2,871 | 8,718 | 1,522 | 13,235 | ||||
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ | 782 | $ | 6,400 | $ | (428) | $ | 9,033 |
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE | ||||||||
| Basic | $ | 0.01 | $ | 0.09 | $ | (0.01) | $ | 0.13 |
| Diluted | $ | 0.01 | $ | 0.09 | $ | (0.01) | $ | 0.13 |
| WEIGHTED AVERAGE CLASS A SHARES OUTSTANDING | ||||||||
| Basic | 66,760,897 | 66,302,138 | 66,722,187 | 66,261,968 | ||||
| Diluted | 142,881,077 | 145,596,608 | 69,000,096 | 145,491,898 | ||||
| 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 | 79,269,524 | 79,233,544 | 79,221,176 |
FIVE POINT HOLDINGS, LLC
CONSOLIDATED BALANCE SHEETS
(In thousands, except shares)
(Unaudited)
| December 31, 2020 | December 31, 2019 | |||
|---|---|---|---|---|
| ASSETS | ||||
| INVENTORIES | $ | 1,990,859 | $ | 1,889,761 |
| INVESTMENT IN UNCONSOLIDATED ENTITIES | 442,850 | 533,239 | ||
| PROPERTIES AND EQUIPMENT, NET | 32,769 | 32,312 | ||
| INTANGIBLE ASSET, NET—RELATED PARTY | 71,747 | 80,350 | ||
| CASH AND CASH EQUIVALENTS | 298,144 | 346,833 | ||
| RESTRICTED CASH AND CERTIFICATES OF DEPOSIT | 1,330 | 1,741 | ||
| RELATED PARTY ASSETS | 103,681 | 97,561 | ||
| OTHER ASSETS | 20,605 | 22,903 | ||
| TOTAL | $ | 2,961,985 | $ | 3,004,700 |
| LIABILITIES AND CAPITAL | ||||
| LIABILITIES: | ||||
| Notes payable, net | $ | 617,581 | $ | 616,046 |
| Accounts payable and other liabilities | 135,331 | 167,711 | ||
| Related party liabilities | 113,149 | 127,882 | ||
| Deferred income tax liability, net | 12,578 | 11,628 | ||
| Payable pursuant to tax receivable agreement | 173,248 | 172,633 | ||
| Total liabilities | 1,051,887 | 1,095,900 | ||
| REDEEMABLE NONCONTROLLING INTEREST | 25,000 | 25,000 | ||
| CAPITAL: | ||||
| Class A common shares; No par value; Issued and outstanding: 2020—69,051,284 shares; 2019—68,788,257 shares | ||||
| Class B common shares; No par value; Issued and outstanding: 2020—79,233,544 shares; 2019—79,233,544 shares | ||||
| Contributed capital | 578,278 | 571,532 | ||
| Retained earnings | 42,221 | 42,844 | ||
| Accumulated other comprehensive loss | (2,833) | (2,682) | ||
| Total members’ capital | 617,666 | 611,694 | ||
| Noncontrolling interests | 1,267,432 | 1,272,106 | ||
| Total capital | 1,885,098 | 1,883,800 | ||
| TOTAL | $ | 2,961,985 | $ | 3,004,700 |
FIVE POINT HOLDINGS, LLC
SUPPLEMENTAL DATA
(In thousands)
(Unaudited)
Liquidity
| December 31, 2020 | ||
|---|---|---|
| Cash and cash equivalents | $ | 298,144 |
| Borrowing capacity (1) | 124,651 | |
| Total liquidity | $ | 422,795 |
(1) As of December 31, 2020, no amounts were drawn on the Company’s $125.0 million revolving credit facility; however, letters of credit of approximately $0.3 million were issued and outstanding under the revolving credit facility, thus reducing the available capacity by the outstanding letters of credit amount.
Debt to Total Capitalization and Net Debt to Total Capitalization
| December 31, 2020 | |||
|---|---|---|---|
| Debt (1) | $ | 625,000 | |
| Total capital | 1,885,098 | ||
| Total capitalization | $ | 2,510,098 | |
| Debt to total capitalization | 24.9 | % | |
| Debt (1) | $ | 625,000 | |
| Less: Cash and cash equivalents | 298,144 | ||
| Net debt | 326,856 | ||
| Total capital | 1,885,098 | ||
| Total net capitalization | $ | 2,211,954 | |
| Net debt to total capitalization (2) | 14.8 | % |
(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.
Segment Results
The following tables reconcile the results of operations of our segments to our consolidated results for the three and twelve months ended December 31, 2020 (in thousands):
| Three Months Ended December 31, 2020 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Valencia | San Francisco | Great Park | Commercial | Total reportable segments | Corporate and unallocated | Total under management | Removal of unconsolidated entities | Total consolidated | ||||||||||
| REVENUES: | ||||||||||||||||||
| Land sales | $ | 52,322 | $ | — | $ | 203 | $ | — | $ | 52,525 | $ | — | $ | 52,525 | $ | (203) | $ | 52,322 |
| Land sales—related party | 53,205 | — | 1,570 | — | 54,775 | — | 54,775 | (1,570) | 53,205 | |||||||||
| Management services—related party | — | — | 5,476 | 99 | 5,575 | — | 5,575 | — | 5,575 | |||||||||
| Operating properties | 468 | 145 | — | 2,100 | 2,713 | — | 2,713 | (2,100) | 613 | |||||||||
| Total revenues | 105,995 | 145 | 7,249 | 2,199 | 115,588 | — | 115,588 | (3,873) | 111,715 | |||||||||
| COSTS AND EXPENSES: | ||||||||||||||||||
| Land sales | 73,892 | — | — | — | 73,892 | — | 73,892 | — | 73,892 | |||||||||
| Management services | — | — | 3,899 | — | 3,899 | — | 3,899 | — | 3,899 | |||||||||
| Operating properties | 719 | — | — | 817 | 1,536 | — | 1,536 | (817) | 719 | |||||||||
| Selling, general, and administrative | 2,385 | 3,113 | 6,251 | 1,213 | 12,962 | 19,412 | 32,374 | (7,464) | 24,910 | |||||||||
| Management fees—related party | — | — | (3,255) | — | (3,255) | — | (3,255) | 3,255 | — | |||||||||
| Total costs and expenses | 76,996 | 3,113 | 6,895 | 2,030 | 89,034 | 19,412 | 108,446 | (5,026) | 103,420 | |||||||||
| OTHER INCOME (EXPENSE): | ||||||||||||||||||
| Interest income | 22 | — | 62 | — | 84 | 44 | 128 | (62) | 66 | |||||||||
| Interest expense | — | — | — | (310) | (310) | — | (310) | 310 | — | |||||||||
| Miscellaneous | 89 | — | — | — | 89 | — | 89 | — | 89 | |||||||||
| Total other income (expense) | 111 | — | 62 | (310) | (137) | 44 | (93) | 248 | 155 | |||||||||
| EQUITY IN LOSS FROM UNCONSOLIDATED ENTITIES | (1,569) | — | — | — | (1,569) | — | (1,569) | (1,484) | (3,053) | |||||||||
| SEGMENT PROFIT (LOSS)/INCOME (LOSS) BEFORE INCOME TAX PROVISION | 27,541 | (2,968) | 416 | (141) | 24,848 | (19,368) | 5,480 | (83) | 5,397 | |||||||||
| INCOME TAX PROVISION | — | — | — | — | — | (1,744) | (1,744) | — | (1,744) | |||||||||
| SEGMENT PROFIT (LOSS)/NET INCOME (LOSS) | $ | 27,541 | $ | (2,968) | $ | 416 | $ | (141) | $ | 24,848 | $ | (21,112) | $ | 3,736 | $ | (83) | $ | 3,653 |
| Twelve Months Ended December 31, 2020 | ||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Valencia | San Francisco | Great Park | Commercial | Total reportable segments | Corporate and unallocated | Total under management | Removal of unconsolidated entities | Total consolidated | ||||||||||
| REVENUES: | ||||||||||||||||||
| Land sales | $ | 69,398 | $ | — | $ | 22,165 | $ | — | $ | 91,563 | $ | — | $ | 91,563 | $ | (22,165) | $ | 69,398 |
| Land sales—related party | 53,219 | — | 2,662 | — | 55,881 | — | 55,881 | (2,662) | 53,219 | |||||||||
| Management services—related party | — | 835 | 26,900 | 397 | 28,132 | — | 28,132 | — | 28,132 | |||||||||
| Operating properties | 2,275 | 595 | — | 24,241 | 27,111 | — | 27,111 | (24,241) | 2,870 | |||||||||
| Total revenues | 124,892 | 1,430 | 51,727 | 24,638 | 202,687 | — | 202,687 | (49,068) | 153,619 | |||||||||
| COSTS AND EXPENSES: | ||||||||||||||||||
| Land sales | 85,753 | — | 15,304 | — | 101,057 | — | 101,057 | (15,304) | 85,753 | |||||||||
| Management services | — | 488 | 19,998 | — | 20,486 | — | 20,486 | — | 20,486 | |||||||||
| Operating properties | 5,127 | — | — | 5,347 | 10,474 | — | 10,474 | (5,347) | 5,127 | |||||||||
| Selling, general, and administrative | 11,629 | 11,297 | 35,823 | 9,978 | 68,727 | 60,578 | 129,305 | (45,801) | 83,504 | |||||||||
| Management fees—related party | — | — | 4,378 | — | 4,378 | — | 4,378 | (4,378) | — | |||||||||
| Total costs and expenses | 102,509 | 11,785 | 75,503 | 15,325 | 205,122 | 60,578 | 265,700 | (70,830) | 194,870 | |||||||||
| OTHER INCOME (EXPENSE): | ||||||||||||||||||
| Interest income | 23 | — | 1,272 | — | 1,295 | 1,346 | 2,641 | (1,272) | 1,369 | |||||||||
| Interest expense | — | — | — | (8,857) | (8,857) | — | (8,857) | 8,857 | — | |||||||||
| Loss on extinguishment of debt | — | — | — | (474) | (474) | — | (474) | 474 | — | |||||||||
| Gain on asset sales, net | — | — | — | 112,260 | 112,260 | — | 112,260 | (112,260) | — | |||||||||
| Miscellaneous | 356 | — | — | — | 356 | — | 356 | — | 356 | |||||||||
| Total other income (expense) | 379 | — | 1,272 | 102,929 | 104,580 | 1,346 | 105,926 | (104,201) | 1,725 | |||||||||
| EQUITY IN (LOSS) EARNINGS FROM UNCONSOLIDATED ENTITIES | (1,569) | — | — | — | (1,569) | — | (1,569) | 43,933 | 42,364 | |||||||||
| SEGMENT PROFIT (LOSS)/INCOME (LOSS) BEFORE INCOME TAX PROVISION | 21,193 | (10,355) | (22,504) | 112,242 | 100,576 | (59,232) | 41,344 | (38,506) | 2,838 | |||||||||
| INCOME TAX PROVISION | — | — | — | — | — | (1,744) | (1,744) | — | (1,744) | |||||||||
| SEGMENT PROFIT (LOSS)/NET INCOME (LOSS) | $ | 21,193 | $ | (10,355) | $ | (22,504) | $ | 112,242 | $ | 100,576 | $ | (60,976) | $ | 39,600 | $ | (38,506) | $ | 1,094 |
The table below reconciles the Great Park segment results to the equity in loss 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, 2020:
| Three Months Ended<br>December 31, | Twelve Months Ended<br>December 31, | ||||
|---|---|---|---|---|---|
| 2020 | 2020 | ||||
| (in thousands) | |||||
| Segment profit (loss) from operations | $ | 416 | $ | (22,504) | |
| Less net income of management company attributed to the Great Park segment | 1,577 | 6,902 | |||
| Net loss of the Great Park Venture | (1,161) | (29,406) | |||
| The Company’s share of net loss of the Great Park Venture | (435) | (11,027) | |||
| Basis difference amortization | (869) | (2,073) | |||
| Other-than-temporary investment impairment | — | (26,851) | |||
| Equity in loss from the Great Park Venture | $ | (1,304) | $ | (39,951) |
The table below reconciles the Commercial segment results to the equity in (loss) earnings 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, 2020:
| Three Months Ended<br>December 31, | Twelve Months Ended<br>December 31, | ||||
|---|---|---|---|---|---|
| 2020 | 2020 | ||||
| (in thousands) | |||||
| Segment (loss) profit from operations | $ | (141) | $ | 112,242 | |
| Less net income of management company attributed to the Commercial segment | 99 | 397 | |||
| Net (loss) income of the Gateway Commercial Venture | (240) | 111,845 | |||
| Equity in (loss) earnings from the Gateway Commercial Venture | $ | (180) | $ | 83,884 |
9