Equibles

8-K

Five Point Holdings, LLC (FPH)

8-K 2020-03-16 For: 2020-03-16
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Added on April 04, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENTREPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

March 16, 2020 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><br><br>of incorporation) (Commission<br><br><br>File Number) (I.R.S. Employer<br><br><br>Identification No.)
15131 Alton Parkway, 4^th^ Floor, Irvine, California 92618
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(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<br>CFR 240.14a-12)
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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading<br><br><br>Symbol(s) Name of each exchange<br><br><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, 2020, Five Point Holdings, LLC issued a press release announcing its results of operations for the fourth quarter and full year ended December 31, 2019. 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.
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99.1 Press Release, dated March 16, 2020
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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, 2020

FIVE POINT HOLDINGS, LLC
By: /s/ Michael Alvarado
Name: Michael Alvarado
Title: Chief Legal Officer, Vice President and Secretary

EX-99.1

Exhibit 99.1

Five Point Holdings, LLC Reports Fourth Quarter and Year-End 2019 Results

Fourth Quarter 2019

• Sold 781 homesites at Valencia (formerly Newhall Ranch) in the fourth quarter of 2019 and closed on 711 of these<br>homesites generating proceeds from the closed homesites of approximately $135 million.
• Company maintains ample liquidity of $470.8 million at December 31, 2019.
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Irvine, CA, March 16, 2020 (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 and year-end 2019 results. Emile Haddad, Chairman and CEO, said, “The end of last year marked an inflection point for our company as we had our first homesite sales in December at Valencia/Newhall. A lot has changed over the past three weeks. While we hope that the unprecedented conditions facing the country and the economy will be short-lived, we believe we are well positioned to withstand these challenges. Our balance sheet remains strong, and we have the ability to quickly adjust our land development expenditures in response to changing market conditions. We look forward to the opportunities that await us once we have weathered this storm.”

Fourth Quarter 2019 Consolidated Results

Liquidity and Capital Resources

As of December 31, 2019, total liquidity of $470.8 million was comprised of cash and cash equivalents totaling $346.8 million and borrowing availability of $124.0 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, 2019

Revenues. Revenues of $146.9 million for the three months ended December 31, 2019 were primarily generated from land sales at our Valencia segment.

Equity in loss from unconsolidated entities. Equity in loss from unconsolidated entities was $2.1 million for the three months ended December 31, 2019 comprised of a $1.1 million loss from our 37.5% percentage interest in the Great Park Venture and a $1.1 million loss from our 75% interest in the Gateway Commercial Venture.

Selling, general, and administrative. Selling, general, and administrative expenses were $26.0 million for the three months ended December 31, 2019.

Net income. Consolidated net income for the quarter was $15.1 million. The net income attributable to noncontrolling interests totaled $8.7 million, resulting in net income attributable to the Company of $6.4 million.

SegmentResults

Valencia Segment (formerly Newhall). Total segment revenues were $140.6 million for the fourth quarter of 2019. Revenues were mainly attributable to the sale of land entitled for 711 homesites on approximately 59 acres in Valencia. Initial gross proceeds from the sale were $135.2 million representing the base purchase price. Cost of land sales was $97.1 million, or 69.4% of land sale revenues for the fourth quarter. Selling, general, and administrative expenses were $3.4 million for the three months ended December 31, 2019.

San Francisco Segment. Total segment revenues were $1.0 million for the fourth quarter of 2019. Revenues during the quarter were mostly attributable to fees generated from management agreements. Selling, general, and administrative expenses were $3.8 million for the three months ended December 31, 2019.

Great Park Segment. Total segment revenues were $45.0 million for the fourth quarter of 2019. Revenues were mainly attributable to the sale of land entitled for 69 homesites on approximately seven acres at the Great Park Neighborhoods. Initial gross proceeds from the sale were $37.9 million representing the base purchase price. The Great Park segment’s net income for the quarter was $5.5 million, which included a net loss of $0.2 million from management services and net income of $5.7 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 $1.1 million for the three months ended December 31, 2019.

Commercial Segment. Total segment revenues were **** $8.5 million from tenant leases at the Five Point Gateway Campus and property management services provided by us to the Gateway Commercial Venture during the fourth quarter of 2019. Segment expenses were mostly comprised of depreciation, amortization and interest expense totaling $7.7 million. Segment net loss was approximately $1.3 million, which included net income of $0.1 million from management services and a net loss of $1.4 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 $1.1 million for the three months ended December 31, 2019.

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Conference Call Information

In conjunction with this release, Five Point will host a conference call today, Monday, March 16, 2020 at 5:00 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 (888) 394-8218 (domestic) or (720) 452-9217 (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 8373226. The telephonic replay will be available until 11:59 p.m. Eastern Time on March 30, 2020.

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.

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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

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FIVE POINT HOLDINGS, LLC

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share amounts)

(Unaudited)

Three Months EndedDecember 31, Twelve Months EndedDecember 31,
2019 2018 2019 2018
REVENUES:
Land sales $ 139,946 $ 11 $ 140,020 $ 133
Land sales—related party 228 233 923 900
Management services—related party 5,891 6,610 39,580 40,976
Operating properties 841 1,091 3,857 6,981
Total revenues 146,906 7,945 184,380 48,990
COSTS AND EXPENSES:
Land sales 97,113 (345 ) 97,113 (165 )
Management services 5,698 3,426 28,492 23,962
Operating properties 1,077 553 5,565 5,077
Selling, general, and administrative 25,957 15,152 103,586 98,983
Total costs and expenses 129,845 18,786 234,756 127,857
OTHER INCOME:
Adjustment to payable pursuant to tax receivable agreement — — — 1,928
Interest income 1,350 3,048 7,844 11,767
Gain on settlement of contingent consideration—related party — — 64,870 —
Miscellaneous 22 101 48 8,573
Total other income 1,372 3,149 72,762 22,268
EQUITY IN (LOSS) EARNINGS FROM UNCONSOLIDATED ENTITIES (2,136 ) (3,531 ) 2,327 (2,163 )
INCOME (LOSS) BEFORE INCOME TAX (PROVISION) BENEFIT 16,297 (11,223 ) 24,713 (58,762 )
INCOME TAX PROVISION (1,179 ) (9,183 ) (2,445 ) (9,183 )
NET INCOME (LOSS) 15,118 (20,406 ) 22,268 (67,945 )
LESS NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS 8,718 (6,103 ) 13,235 (33,231 )
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY $ 6,400 $ (14,303 ) $ 9,033 $ (34,714 )
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE
Basic $ 0.09 $ (0.22 ) $ 0.13 $ (0.53 )
Diluted $ 0.09 $ (0.22 ) $ 0.13 $ (0.53 )
WEIGHTED AVERAGE CLASS A SHARES OUTSTANDING
Basic 66,302,138 65,790,066 66,261,968 65,002,387
Diluted 145,596,608 65,790,066 145,491,898 65,002,387
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 79,269,524 79,112,145 79,221,176 79,859,730

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FIVE POINT HOLDINGS, LLC

CONSOLIDATED BALANCE SHEETS

(In thousands, except shares)

(Unaudited)

December 31, 2019 December 31, 2018
ASSETS
INVENTORIES $ 1,889,761 $ 1,696,084
INVESTMENT IN UNCONSOLIDATED ENTITIES 533,239 532,899
PROPERTIES AND EQUIPMENT, NET 32,312 31,677
INTANGIBLE ASSET, NET—RELATED PARTY 80,350 95,917
CASH AND CASH EQUIVALENTS 346,833 495,694
RESTRICTED CASH AND CERTIFICATES OF DEPOSIT 1,741 1,403
RELATED PARTY ASSETS 97,561 61,039
OTHER ASSETS 22,903 9,179
TOTAL $ 3,004,700 $ 2,923,892
LIABILITIES AND CAPITAL
LIABILITIES:
Notes payable, net $ 616,046 $ 557,004
Accounts payable and other liabilities 167,711 161,139
Related party liabilities 127,882 178,540
Deferred income tax liability, net 11,628 9,183
Payable pursuant to tax receivable agreement 172,633 169,509
Total liabilities 1,095,900 1,075,375
REDEEMABLE NONCONTROLLING INTEREST 25,000 —
CAPITAL:
Class A common shares; No par value; Issued and outstanding: 2019—68,788,257 shares;<br>2018—66,810,980 shares
Class B common shares; No par value; Issued and outstanding: 2019—79,233,544 shares;<br>2018—78,838,736 shares
Contributed capital 571,532 556,521
Retained earnings 42,844 33,811
Accumulated other comprehensive loss (2,682 ) (3,306 )
Total members’ capital 611,694 587,026
Noncontrolling interests 1,272,106 1,261,491
Total capital 1,883,800 1,848,517
TOTAL $ 3,004,700 $ 2,923,892

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FIVE POINT HOLDINGS, LLC

SUPPLEMENTAL DATA

(Inthousands)

(Unaudited)

Liquidity

December 31, 2019
Cash and cash equivalents $ 346,833
Borrowing capacity (1) 124,000
Total liquidity $ 470,833
(1) As of December 31, 2019, no amounts were drawn on the Company’s $125.0 million revolving credit<br>facility; however, letters of credit of $1.0 million are issued and outstanding under the revolving credit facility, thus reducing the available capacity by the outstanding letters of credit amount.
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Debt to Total Capitalization

December 31, 2019
Debt (1) $ 625,000
Total capital 1,883,800
Total capitalization $ 2,508,800
Debt to total capitalization 24.9 %
(1) For purposes of this calculation, debt is not the same as the calculation of “Consolidated Funded<br>Indebtedness” under the Company’s revolving credit facility and Senior Notes indenture, which would include a $102.4 million related party contractual reimbursement obligation. Prior to the second quarter of 2019, the Company<br>presented this calculation inclusive of the reimbursement obligation.
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6

Segment Results

Valencia (formerly Newhall)

The following table summarizes the results of operations of our Valencia segment for the three and twelve months ended December 31, 2019 and 2018.

Three Months EndedDecember 31, Twelve Months EndedDecember 31,
2019 2018 2019 2018
(in thousands)
Statement of Operations Data
Revenues
Land sales $ 139,946 $ 11 $ 140,020 $ 133
Land sales—related party 7 12 38 16
Operating properties 651 910 3,132 6,252
Total revenues 140,604 933 143,190 6,401
Costs and expenses
Land sales 97,113 (345 ) 97,113 (241 )
Operating properties 1,077 553 5,565 5,077
Selling, general, and administrative 3,418 3,260 14,782 15,391
Total costs and expenses 101,608 3,468 117,460 20,227
Other income 20 102 49 7,024
Segment income (loss) $ 39,016 $ (2,433 ) $ 25,779 $ (6,802 )

San Francisco

The following table summarizes the results of operations of our San Francisco segment for the three and twelve months ended December 31, 2019 and 2018.

Three Months EndedDecember 31, Twelve Months EndedDecember 31,
2019 2018 2019 2018
(in thousands)
Statement of Operations Data
Revenues
Land sales—related party $ 221 $ 221 $ 885 $ 884
Operating property 190 181 725 729
Management services—related party 569 656 2,385 4,397
Total revenues 980 1,058 3,995 6,010
Costs and expenses
Land sales — — — 76
Management services 247 185 1,102 1,015
Selling, general, and administrative 3,790 4,768 17,873 22,979
Total costs and expenses 4,037 4,953 18,975 24,070
Other income—gain on settlement of contingent consideration, related party — — 64,870 —
Segment (loss) income $ (3,057 ) $ (3,895 ) $ 49,890 $ (18,060 )

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Great Park

The following table summarizes the results of operations of our Great Park segment for the three and twelve months ended December 31, 2019 and 2018.

Three Months EndedDecember 31, Twelve Months EndedDecember 31,
2019 2018 2019 2018
(in thousands)
Statement of Operations Data
Revenues
Land sales $ 38,956 $ 714 $ 137,699 $ 171,775
Land sales—related party 798 2,541 133,271 3,914
Management services—related party 5,226 5,282 36,873 35,090
Total revenues 44,980 8,537 307,843 210,779
Costs and expenses
Land sales 26,350 2 179,836 118,115
Management services 5,451 3,241 27,390 22,947
Selling, general, and administrative 10,685 6,165 37,436 32,322
Management fees—related party (2,144 ) 7,141 22,301 24,999
Total costs and expenses 40,342 16,549 266,963 198,383
Interest income 818 423 3,489 2,815
Segment income (loss) $ 5,456 $ (7,589 ) $ 44,369 $ 15,211

The table below reconciles the Great Park segment results to the equity in (loss) 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, 2019 and 2018.

Three Months EndedDecember 31, Twelve Months EndedDecember 31,
2019 2018 2019 2018
(in thousands)
Segment net income (loss) from operations $ 5,456 $ (7,589 ) $ 44,369 $ 15,211
Less net (loss) income of management company attributed to the Great Park segment (225 ) 2,041 9,483 12,143
Net income (loss) of Great Park Venture 5,681 (9,630 ) 34,886 3,068
The Company’s share of net income (loss) of the Great Park Venture 2,130 (3,611 ) 13,082 1,151
Basis difference (amortization) accretion (3,206 ) 1,349 (6,900 ) (2,057 )
Equity in (loss) earnings from the Great Park Venture $ (1,076 ) $ (2,262 ) $ 6,182 $ (906 )

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Commercial

The following table summarizes the results of operations of our Commercial segment for the three and twelve months ended December 31, 2019 and 2018.

Three Months EndedDecember 31, Twelve Months EndedDecember 31,
2019 2018 2019 2018
(in thousands)
Statement of Operations Data
Revenues
Rental and related income $ 6,389 $ 6,256 $ 25,881 $ 25,501
Rental and related income—related party 2,060 1,079 8,276 1,079
Property management services—related party 96 672 322 1,489
Total revenues 8,545 8,007 34,479 28,069
Costs and expenses
Rental operating expenses 2,026 1,932 7,120 4,705
Interest 3,954 3,937 16,892 11,563
Depreciation 2,743 2,109 10,972 7,632
Amortization 1,039 1,024 4,129 4,098
Other expenses 101 25 184 258
Total costs and expenses 9,863 9,027 39,297 28,256
Segment loss $ (1,318 ) $ (1,020 ) $ (4,818 ) $ (187 )

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, 2019 and 2018.

Three Months EndedDecember 31, Twelve Months EndedDecember 31,
2019 2018 2019 2018
(in thousands)
Segment net loss from operations $ (1,318 ) $ (1,020 ) $ (4,818 ) $ (187 )
Less net income of management company attributed to the Commercial segment 96 672 322 1,489
Net loss of Gateway Commercial Venture (1,414 ) (1,692 ) (5,140 ) (1,676 )
Equity in loss from the Gateway Commercial Venture $ (1,060 ) $ (1,269 ) $ (3,855 ) $ (1,257 )

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