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, 2022

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

Five Point Holdings, LLC

(Exact name of registrant as specified in its charter)

Delaware				27-0599397
(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification No.)
2000 FivePoint	4th Floor	Irvine	California	92618
(Address of Principal Executive Offices)				(Zip code)

(949) 349-1000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address, and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common shares	FPH	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		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. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 30, 2022, 69,068,354 Class A common shares and 79,233,544 Class B common shares were outstanding.

FIVE POINT HOLDINGS, LLC

TABLE OF CONTENTS

FORM 10-Q

		Page
	PART I. FINANCIAL INFORMATION
ITEM 1.	Financial Statements	1
	Unaudited Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021	1
	Unaudited Condensed Consolidated Statements of Operations for the three monthsendedMarch 31, 2022and 2021	2
	Unaudited Condensed Consolidated Statements of ComprehensiveLossfor the three monthsendedMarch 31, 2022and 2021	3
	Unaudited Condensed Consolidated Statements of Capital for the three monthsendedMarch 31, 2022and 2021	4
	Unaudited Condensed Consolidated Statements of Cash Flows for thethreemonths endedMarch 31, 2022and 2021	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	31
ITEM 4.	Controls and Procedures	31
	PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings	33
ITEM 1A.	Risk Factors	33
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
ITEM 3.	Defaults Upon Senior Securities	33
ITEM 4.	Mine Safety Disclosures	33
ITEM 5.	Other Information	33
ITEM 6.	Exhibits	34
	Signatures	35

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report 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 report 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, including anticipated deliveries of homesites and anticipated amenities in our communities.

We caution you that any forward-looking statements presented in this report 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. We believe these risks and uncertainties include, but are not limited to, the following:

•uncertainties and risks related to public health issues such as a major epidemic or pandemic, including COVID-19;

•risks associated with the real estate industry;

•downturns in economic conditions or demographic changes at the national, regional or local levels, particularly in the areas where our properties are located;

•uncertainty and risks related to zoning and land use laws and regulations, including environmental planning and protection laws;

•risks associated with development and construction projects;

•adverse developments in the economic, political, competitive or regulatory climate of California;

•loss of key personnel;

•uncertainties and risks related to adverse weather conditions, natural disasters and climate change;

•fluctuations in interest rates;

•the availability of cash for distribution and debt service and exposure to risk of default under debt obligations;

•exposure to liability relating to environmental and health and safety matters;

•exposure to litigation or other claims;

•insufficient amounts of insurance or exposure to events that are either uninsured or underinsured;

•intense competition in the real estate market and our ability to sell properties at desirable prices;

•fluctuations in real estate values;

•changes in property taxes;

•risks associated with our trademarks, trade names and service marks;

•conflicts of interest with our directors;

•general volatility of the capital and credit markets and the price of our Class A common shares; and

•risks associated with public or private financing or the unavailability thereof.

Please see Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021, as well as other risks and uncertainties detailed from time to time in our subsequent Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission, for a more detailed discussion of these and other risks.

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 of this report. 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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PART I. FINANCIAL INFORMATION

ITEM 1.    Financial Statements

FIVE POINT HOLDINGS, LLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except shares)

(Unaudited)

	March 31, 2022		December 31, 2021
ASSETS
INVENTORIES	$	2,144,757	$	2,096,824
INVESTMENT IN UNCONSOLIDATED ENTITIES	373,022		374,553
PROPERTIES AND EQUIPMENT, NET	31,143		31,466
INTANGIBLE ASSET, NET—RELATED PARTY	51,405		51,405
CASH AND CASH EQUIVALENTS	203,647		265,462
RESTRICTED CASH AND CERTIFICATES OF DEPOSIT	1,330		1,330
RELATED PARTY ASSETS	98,409		101,818
OTHER ASSETS	19,629		20,052
TOTAL	$	2,923,342	$	2,942,910
LIABILITIES AND CAPITAL
LIABILITIES:
Notes payable, net	$	619,500	$	619,116
Accounts payable and other liabilities	121,608		115,374
Related party liabilities	105,556		95,918
Deferred income tax liability, net	12,998		12,998
Payable pursuant to tax receivable agreement	173,068		174,126
Total liabilities	1,032,730		1,017,532
COMMITMENTS AND CONTINGENT LIABILITIES (Note 11)
REDEEMABLE NONCONTROLLING INTEREST	25,000		25,000
CAPITAL:
Class A common shares; No par value; Issued and outstanding: March 31, 2022—69,068,354 shares; December 31, 2021—70,107,552 shares
Class B common shares; No par value; Issued and outstanding: March 31, 2022—79,233,544 shares; December 31, 2021—79,233,544 shares
Contributed capital	585,606		587,587
Retained earnings	31,659		48,789
Accumulated other comprehensive loss	(1,933)		(1,952)
Total members’ capital	615,332		634,424
Noncontrolling interests	1,250,280		1,265,954
Total capital	1,865,612		1,900,378
TOTAL	$	2,923,342	$	2,942,910

See accompanying notes to unaudited condensed consolidated financial statements.

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FIVE POINT HOLDINGS, LLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share amounts)

(Unaudited)

	Three Months Ended March 31,
	2022		2021
REVENUES:
Land sales	$	557	$	22
Land sales—related party	1		19
Management services—related party	3,547		12,439
Operating properties	781		700
Total revenues	4,886		13,180
COSTS AND EXPENSES:
Land sales	—		—
Management services	2,684		10,777
Operating properties	1,839		1,585
Selling, general, and administrative	16,791		19,538
Restructuring	19,437		—
Total costs and expenses	40,751		31,900
OTHER INCOME:
Interest income	21		27
Miscellaneous	112		1,204
Total other income	133		1,231
EQUITY IN LOSS FROM UNCONSOLIDATED ENTITIES	(1,032)		(3,556)
LOSS BEFORE INCOME TAX (PROVISION) BENEFIT	(36,764)		(21,045)
INCOME TAX (PROVISION) BENEFIT	(5)		—
NET LOSS	(36,769)		(21,045)
LESS NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS	(19,639)		(11,266)
NET LOSS ATTRIBUTABLE TO THE COMPANY	$	(17,130)	$	(9,779)
NET LOSS ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE
Basic	$	(0.25)	$	(0.14)
Diluted	$	(0.25)	$	(0.14)
WEIGHTED AVERAGE CLASS A SHARES OUTSTANDING
Basic	68,167,586		67,288,860
Diluted	70,050,872		67,288,860
NET LOSS ATTRIBUTABLE TO THE COMPANY PER CLASS B SHARE
Basic and diluted	$	(0.00)	$	(0.00)
WEIGHTED AVERAGE CLASS B SHARES OUTSTANDING
Basic and diluted	79,233,544		79,233,544

See accompanying notes to unaudited condensed consolidated financial statements.

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FIVE POINT HOLDINGS, LLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

(Unaudited)

	Three Months Ended March 31,
	2022		2021
NET LOSS	$	(36,769)	$	(21,045)
OTHER COMPREHENSIVE INCOME:
Reclassification of actuarial loss on defined benefit pension plan included in net loss	13		28
Other comprehensive income before taxes	13		28
INCOME TAX PROVISION RELATED TO OTHER COMPREHENSIVE INCOME	—		—
OTHER COMPREHENSIVE INCOME—Net of tax	13		28
COMPREHENSIVE LOSS	(36,756)		(21,017)
LESS COMPREHENSIVE LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS	(19,634)		(11,255)
COMPREHENSIVE LOSS ATTRIBUTABLE TO THE COMPANY	$	(17,122)	$	(9,762)

See accompanying notes to unaudited condensed consolidated financial statements.

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FIVE POINT HOLDINGS, LLC

CONDENSED CONSOLIDATED STATEMENTS OF CAPITAL

(In thousands, except share amounts)

(Unaudited)

	Class A Common Shares	Class B Common Shares	Contributed Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Members’ Capital		Noncontrolling Interests		Total Capital
BALANCE - December 31, 2021	70,107,552	79,233,544	$	587,587	$	48,789	$	(1,952)	$	634,424	$	1,265,954	$	1,900,378
Net loss	—	—	—		(17,130)		—		(17,130)		(19,639)		(36,769)
Share-based compensation expense	—	—	4,103		—		—		4,103		—		4,103
Reacquisition of share-based compensation awards for tax-withholding purposes	(417,716)	—	(2,736)		—		—		(2,736)		—		(2,736)
Forfeitures of share-based compensation awards, net of issuances	(621,482)	—	—		—		—		—		—		—
Other comprehensive income—net of tax of $0	—	—	—		—		8		8		5		13
Tax distributions to noncontrolling interests	—	—	—		—		—		—		(435)		(435)
Adjustment to liability recognized under tax receivable agreement—net of tax of $0	—	—	1,058		—		—		1,058		—		1,058
Adjustment of noncontrolling interest in the Operating Company	—	—	(4,406)		—		11		(4,395)		4,395		—
BALANCE - March 31, 2022	69,068,354	79,233,544	$	585,606	$	31,659	$	(1,933)	$	615,332	$	1,250,280	$	1,865,612
BALANCE - December 31, 2020	69,051,284	79,233,544	$	578,278	$	42,221	$	(2,833)	$	617,666	$	1,267,432	$	1,885,098
Net loss	—	—	—		(9,779)		—		(9,779)		(11,266)		(21,045)
Share-based compensation expense	—	—	1,316		—		—		1,316		—		1,316
Reacquisition of share-based compensation awards for tax-withholding purposes	(324,905)	—	(2,047)		—		—		(2,047)		—		(2,047)
Issuance of share-based compensation awards, net of forfeitures	31,968	—	—		—		—		—		—		—
Other comprehensive income—net of tax of $0	—	—	—		—		17		17		11		28
Tax distributions to noncontrolling interests	—	—	—		—		—		—		(2,879)		(2,879)
Adjustment to liability recognized under tax receivable agreement—net of tax of $0	—	—	522		—		—		522		—		522
Adjustment of noncontrolling interest in the Operating Company	—	—	(1,243)		—		5		(1,238)		1,238		—
BALANCE - March 31, 2021	68,758,347	79,233,544	$	576,826	$	32,442	$	(2,811)	$	606,457	$	1,254,536	$	1,860,993

See accompanying notes to unaudited condensed consolidated financial statements.

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FIVE POINT HOLDINGS, LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Three Months Ended March 31,
	2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(36,769)	$	(21,045)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity in earnings from unconsolidated entities	1,032		3,556
Depreciation and amortization	1,592		9,252
Share-based compensation	4,103		1,316
Changes in operating assets and liabilities:
Inventories	(47,462)		(52,080)
Related party assets	2,845		(5,027)
Other assets	(389)		2,942
Accounts payable and other liabilities	6,282		8,903
Related party liabilities	10,797		(313)
Net cash used in operating activities	(57,969)		(52,496)
CASH FLOWS FROM INVESTING ACTIVITIES:
Return of investment from Valencia Landbank Venture	484		55
Purchase of properties and equipment	—		(103)
Net cash provided by (used in) investing activities	484		(48)
CASH FLOWS FROM FINANCING ACTIVITIES:
Related party reimbursement obligation	(1,159)		(11,004)
Reacquisition of share-based compensation awards for tax-withholding purposes	(2,736)		(2,047)
Tax distributions to noncontrolling interests	(435)		(2,879)
Net cash used in financing activities	(4,330)		(15,930)
NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	(61,815)		(68,474)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period	266,792		299,474
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period	$	204,977	$	231,000

SUPPLEMENTAL CASH FLOW INFORMATION (Note 12)

See accompanying notes to unaudited condensed consolidated financial statements.

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FIVE POINT HOLDINGS, LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.    BUSINESS AND ORGANIZATION

Five Point Holdings, LLC, a Delaware limited liability company (the “Holding Company” and, together with its consolidated subsidiaries, the “Company”), is an owner and developer of mixed-use planned communities in California. The Holding Company owns all of its assets and conducts all of its operations through Five Point Operating Company, LP, a Delaware limited partnership (the “Operating Company”), and its subsidiaries.

The Company has two classes of shares outstanding: Class A common shares and Class B common shares. Holders of Class A common shares and holders of Class B common shares are entitled to one vote for each share held of record on all matters submitted to a vote of shareholders, and are both entitled to receive distributions at the same time. However, the distributions paid to holders of Class B common shares are in an amount per share equal to 0.0003 multiplied by the amount paid per Class A common share.

The Company presents noncontrolling interests on the Company’s condensed consolidated balance sheet and classifies such interests within capital but separate from the Company’s Class A and Class B members’ capital. Noncontrolling interests represent equity interests in the Company’s consolidated subsidiaries held by partners in the Operating Company, excluding the Holding Company, and members in The Shipyard Communities, LLC (the “San Francisco Venture”), excluding the Operating Company (see Note 5).

The Company has an entity structure in which the Company’s two largest equity owners, Lennar Corporation (“Lennar”) and Castlelake, LP (“Castlelake”), and the Company’s founder and Chairman Emeritus, Emile Haddad, separately hold, in addition to interests in the Company’s common shares, equity interests in either or both the Operating Company or the San Francisco Venture that can be exchanged for, at the Company’s option, either the Company’s Class A common shares or cash. The diagram below presents a simplified depiction of the Company’s organizational structure as of March 31, 2022:

(1) A wholly owned subsidiary of the Holding Company serves as the sole managing general partner of the Operating Company. As of March 31, 2022, the Company owned approximately 62.5% of the outstanding Class A Common Units of the Operating Company. After a one year holding period, a holder of Class A Common Units of the Operating Company can exchange the units for, at the Company’s option, either Class A common shares of the Holding Company, on a one-for-one basis, or cash equal to the fair market value of such shares. Until Class A Common Units of the Operating Company are exchanged or redeemed, the capital associated with Class A Common Units of the Operating Company not held by the Holding Company is presented within "noncontrolling interests" on the Company’s condensed consolidated balance sheet. Assuming the exchange of all outstanding Class A Common Units of the Operating Company and all outstanding Class A units of the San Francisco Venture (see (2)

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below), that are not held by the Company, based on the closing price of the Company’s Class A common shares on April 29, 2022 ($5.85), the equity market capitalization of the Company was approximately $867.7 million.

(2) The Operating Company owns all of the outstanding Class B units of the San Francisco Venture, the entity developing the Candlestick and The San Francisco Shipyard communities. The Class A units of the San Francisco Venture, which the Operating Company does not own, are intended to be economically equivalent to Class A Common Units of the Operating Company. As the holder of all outstanding Class B units of the San Francisco Venture, the Operating Company is entitled to receive 99% of available cash from the San Francisco Venture after the holders of Class A units in the San Francisco Venture have received distributions equivalent to the distributions, if any, paid on Class A Common Units of the Operating Company. Class A units of the San Francisco Venture can be exchanged, on a one-for-one basis, for Class A Common Units of the Operating Company (See Note 5). Until exchanged or redeemed through the Operating Company, the capital associated with Class A units of the San Francisco Venture is presented within "noncontrolling interests" on the Company’s condensed consolidated balance sheet.

(3) Together, the Operating Company, Five Point Communities, LP, a Delaware limited partnership (“FP LP”), and Five Point Communities Management, Inc., a Delaware corporation (“FP Inc.” and together with FP LP, the “Management Company”) own 100% of Five Point Land, LLC, a Delaware limited liability company (“FPL”), the entity developing Valencia, a mixed-use planned community located in northern Los Angeles County, California. The Operating Company has a controlling interest in the Management Company.

(4) Interests in Heritage Fields LLC, a Delaware limited liability company (the “Great Park Venture”), are either “Percentage Interests” or “Legacy Interests.” Holders of the Legacy Interests were entitled to receive priority distributions up to an aggregate amount of $565.0 million, of which $482.3 million had been distributed as of April 30, 2022 (See Note 4). The Company owns a 37.5% Percentage Interest in the Great Park Venture and serves as its administrative member. However, management of the Great Park Venture is vested in the four voting members, who have a total of five votes. Major decisions generally require the approval of at least 75% of the votes of the voting members. The Company has two votes, and the other three voting members each have one vote, so the Company is unable to approve any major decision without the consent or approval of at least two of the other voting members. The Company does not include the Great Park Venture as a consolidated subsidiary, but rather as an equity method investee, in its condensed consolidated financial statements.

(5) The Company owns a 75% interest in Five Point Office Venture Holdings I, LLC, a Delaware limited liability company (the “Gateway Commercial Venture”). The Company manages the Gateway Commercial Venture, however, the manager’s authority is limited. Major decisions by the Gateway Commercial Venture generally require unanimous approval by an executive committee composed of two people designated by the Company and two people designated by another investor. Some decisions require approval by all of the members of the Gateway Commercial Venture. The Company does not include the Gateway Commercial Venture as a consolidated subsidiary, but rather as an equity method investee, in its condensed consolidated financial statements.

2.    BASIS OF PRESENTATION

Principles of consolidation—The accompanying condensed consolidated financial statements include the accounts of the Holding Company and the accounts of all subsidiaries in which the Holding Company has a controlling interest and the consolidated accounts of variable interest entities (“VIEs”) in which the Holding Company is deemed to be the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation.

Unaudited interim financial information—The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. In the opinion of management, all adjustments (including normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results and cash flows for the three months ended March 31, 2022 are not necessarily indicative of the operating results and cash flows that may be expected for the full year.

Use of estimates—The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Management evaluates its estimates on an ongoing basis and makes revisions to these estimates and related disclosures as experience develops or new information becomes known. Actual results could differ from those estimates.

Restructuring—Restructuring costs consist of one-time employee-related termination benefits and other postemployment compensation arrangements.

On February 9, 2022, Daniel Hedigan was appointed as the Company’s Chief Executive Officer. Preceding Mr. Hedigan’s appointment, Emile Haddad stepped down from his roles as Chairman, Chief Executive Officer and President effective as of September 30, 2021 and transitioned into a senior advisory role pursuant to a three-year advisory agreement. Mr. Haddad remains a

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member of the Board of Directors serving as Chairman Emeritus. Concurrent with Mr. Hedigan’s appointment, Lynn Jochim transitioned from her position as President and Chief Operating Officer into an advisory role pursuant to a three-year advisory agreement (see Note 8). Upon the appointment of Mr. Hedigan as the Company’s Chief Executive Officer, the Company accrued a related party liability of $15.6 million attributed to advisory agreement payments due to Mr. Haddad and Ms. Jochim. In addition, the Company determined the service condition associated with Mr. Haddad and Ms. Jochim’s unvested restricted share awards had been modified (see Note 14). As a result of this modification, the Company recognized approximately $3.0 million in restructuring costs during the three months ended March 31, 2022.

During the three months ended March 31, 2022, in addition to the Company’s executive management restructuring activities, the Company incurred $0.9 million in restructuring costs resulting from estimated severance benefits from company-wide layoffs. At March 31, 2022, $0.9 million in accrued severance is included in accounts payable and other liabilities on the Company’s condensed consolidated balance sheet.

Miscellaneous other income—Miscellaneous other income consisted of the following (in thousands):

	Three Months Ended March 31,
	2022		2021
Net periodic pension benefit	$	112	$	134
Other—related party	—		1,070
Total miscellaneous other income	$	112	$	1,204

Recently adopted accounting pronouncements—There are no recent accounting pronouncements that have had or are expected to have a material impact on the Company’s condensed consolidated financial statements or disclosures.

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3.    REVENUES

The following tables present the Company’s consolidated revenues disaggregated by revenue source and reporting segment (in thousands):

	Three Months Ended March 31, 2022
	Valencia		San Francisco		Great Park(1)		Commercial(1)		Total
Land sales and land sales—related party	$	558	$	—	$	—	$	—	$	558
Management services—related party	—		—		3,444		103		3,547
Operating properties	356		—		—		—		356
	914		—		3,444		103		4,461
Operating properties leasing revenues	245		180		—		—		425
	$	1,159	$	180	$	3,444	$	103	$	4,886
	Three Months Ended March 31, 2021
---	---	---	---	---	---	---	---	---	---	---
	Valencia		San Francisco		Great Park(1)		Commercial(1)		Total
Land sales and land sales—related party	$	41	$	—	$	—	$	—	$	41
Management services—related party	—		—		12,340		99		12,439
Operating properties	277		—		—		—		277
	318		—		12,340		99		12,757
Operating properties leasing revenues	274		149		—		—		423
	$	592	$	149	$	12,340	$	99	$	13,180

(1) The tables above do not include revenues of the Great Park Venture and the Gateway Commercial Venture, which are included in the Company’s reporting segment totals (see Notes 4 and 13).

The Company, through the Management Company, has an amended and restated development management agreement (“A&R DMA”) with the Great Park Venture. The A&R DMA had an original term commencing on December 29, 2010 and ending on December 31, 2021 (the “Initial Term”). By mutual agreement, the Initial Term has been extended through May 16, 2022 while the terms of renewal are being discussed. In addition to a fixed base fee and variable cost reimbursements, the Initial Term of the A&R DMA included incentive compensation that becomes payable in connection with and as a percentage of distributions made to the members of the Great Park Venture, including distributions made in periods after the Initial Term. Consideration in the form of contingent incentive compensation from the A&R DMA was recognized as revenue and a contract asset as services were provided over the contract term.

The opening and closing balances of the Company’s contract assets for the three months ended March 31, 2022 were $87.6 million ($79.1 million related party, see Note 8) and $87.5 million ($79.1 million related party, see Note 8), respectively. The opening and closing balances of the Company’s contract assets for the three months ended March 31, 2021 were $85.1 million ($78.1 million related party) and $91.5 million ($85.1 million related party), respectively. The decrease of $0.1 million for the three months ended March 31, 2022 between the opening and closing balances of the Company’s contract assets primarily resulted from the receipt of marketing fees from homebuilders. The increase of $6.4 million for the three months ended March 31, 2021 between the opening and closing balances of the Company’s contract assets primarily resulted from a timing difference between the Company’s recognition of revenue earned for the performance of management services and no contractual payments due from the customer during the period.

The opening and closing balances of the Company’s other receivables from contracts with customers and contract liabilities for the three months ended March 31, 2022 and 2021 were insignificant.

4.    INVESTMENT IN UNCONSOLIDATED ENTITIES

Great Park Venture

The Great Park Venture has two classes of interests—“Percentage Interests” and “Legacy Interests.” The Operating Company owned 37.5% of the Great Park Venture’s Percentage Interests as of March 31, 2022. Legacy Interest holders were entitled to receive priority distributions in an aggregate amount equal to $476.0 million and up to an additional $89.0 million from participation in subsequent distributions of cash depending on the performance of the Great Park Venture. The holders of the Percentage Interests will receive all other distributions. As of March 31, 2022, the Great Park Venture had fully satisfied the $476.0 million priority distribution rights, and the remaining maximum participating Legacy Interest distribution rights were $82.7 million.

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The Great Park Venture is the owner of Great Park Neighborhoods, a mixed-use planned community located in Orange County, California. The Company, through the A&R DMA, manages the planning, development and sale of land at the Great Park Neighborhoods and supervises the day-to-day affairs of the Great Park Venture. The Great Park Venture is governed by an executive committee of representatives appointed by only the holders of Percentage Interests. The Company serves as the administrative member but does not control the actions of the executive committee. The Company accounts for its investment in the Great Park Venture using the equity method.

The carrying value of the Company’s investment in the Great Park Venture is higher than the Company’s underlying share of equity in the carrying value of net assets of the Great Park Venture, resulting in a basis difference. The Company’s earnings or losses from the equity method investment are adjusted by amortization and accretion of the basis differences as the assets (mainly inventory) and liabilities that gave rise to the basis difference are sold, settled or amortized.

During the three months ended March 31, 2022, the Great Park Venture recognized $1.5 million in land sale revenues to related parties of the Company and $0.3 million in land sale revenues to third parties. During the three months ended March 31, 2021, the Great Park Venture recognized $0.2 million in land sale revenues to related parties of the Company and $0.7 million in land sale revenues to third parties.

The following table summarizes the statements of operations of the Great Park Venture for the three months ended March 31, 2022 and 2021 (in thousands):

	Three Months Ended March 31,
	2022		2021
Land sale and related party land sale revenues	$	1,819	$	960
Home sale revenues	17,161		$	—
Cost of land sales	—		—
Cost of home sales	(12,902)		—
Other costs and expenses	(8,909)		(13,444)
Net loss of Great Park Venture	$	(2,831)	$	(12,484)
The Company’s share of net loss	$	(1,062)	$	(4,682)
Basis difference (amortization) accretion	(239)		766
Equity in loss from Great Park Venture	$	(1,301)	$	(3,916)

The following table summarizes the balance sheet data of the Great Park Venture and the Company’s investment balance as of March 31, 2022 and December 31, 2021 (in thousands):

	March 31, 2022		December 31, 2021
Inventories	$	705,242	$	687,235
Cash and cash equivalents	126,974		140,004
Receivable and other assets	31,524		32,550
Total assets	$	863,740	$	859,789
Accounts payable and other liabilities	$	135,459	$	128,677
Redeemable Legacy Interests	82,719		82,719
Capital (Percentage Interest)	645,562		648,393
Total liabilities and capital	$	863,740	$	859,789
The Company’s share of capital in Great Park Venture	$	242,085	$	243,147
Unamortized basis difference	77,888		78,127
The Company’s investment in the Great Park Venture	$	319,973	$	321,274

Gateway Commercial Venture

The Company owned a 75% interest in the Gateway Commercial Venture as of March 31, 2022. The Gateway Commercial Venture is governed by an executive committee in which the Company is entitled to appoint two individuals. One of the other members of the Gateway Commercial Venture is also entitled to appoint two individuals to the executive committee. The unanimous approval of the executive committee is required for certain matters, which limits the Company’s ability to control the Gateway Commercial Venture, however, the Company is able to exercise significant influence and therefore accounts for its investment in the Gateway Commercial Venture using the equity method. The Company is the manager of the Gateway Commercial Venture, with responsibility to manage and administer its day-to-day affairs and implement a business plan approved by the executive committee.

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The Gateway Commercial Venture owns one commercial office building and approximately 50 acres of commercial land with additional development rights at a 73 acre office, medical, research and development campus located within the Great Park Neighborhoods (the “Five Point Gateway Campus”). The Five Point Gateway Campus consists of four buildings totaling approximately one million square feet. The Company and a subsidiary of Lennar lease portions of the building owned by the Gateway Commercial Venture, and during the three months ended March 31, 2022 and 2021, the Gateway Commercial Venture recognized $1.9 million and $2.1 million, respectively, in rental revenues from those leasing arrangements.

The following table summarizes the statements of operations of the Gateway Commercial Venture for the three months ended March 31, 2022 and 2021 (in thousands):

	Three Months Ended March 31,
	2022		2021
Rental revenues	$	1,938	$	2,101
Rental operating and other expenses	(535)		(334)
Depreciation and amortization	(984)		(984)
Interest expense	(307)		(303)
Net income of Gateway Commercial Venture	$	112	$	480
Equity in earnings from Gateway Commercial Venture	$	84	$	360

The following table summarizes the balance sheet data of the Gateway Commercial Venture and the Company’s investment balance as of March 31, 2022 and December 31, 2021 (in thousands):

	March 31, 2022		December 31, 2021
Real estate and related intangible assets, net	$	85,668	$	86,601
Cash	13,513		13,279
Other assets	5,144		4,486
Total assets	$	104,325	$	104,366
Notes payable, net	$	29,388	$	29,369
Other liabilities	8,895		9,067
Members’ capital	66,042		65,930
Total liabilities and capital	$	104,325	$	104,366
The Company’s investment in the Gateway Commercial Venture	$	49,531	$	49,447

The debt of the Gateway Commercial Venture is non-recourse to the Company other than in the case of customary “bad act” exceptions or bankruptcy or insolvency events.

Valencia Landbank Venture

As of March 31, 2022, the Company owned a 10% interest in the Valencia Landbank Venture, an entity organized in December 2020 for the purpose of taking assignment from homebuilders of purchase and sale agreements for the purchase of residential lots within the Valencia community. The Valencia Landbank Venture concurrently enters into option and development agreements with homebuilders pursuant to which the homebuilders retain the option to purchase the land to construct and sell homes. The Company does not have a controlling financial interest in the Valencia Landbank Venture, however, the Company has the ability to significantly influence the Valencia Landbank Venture’s operating and financial policies, and most major decisions require the Company’s approval in addition to the approval of the Valencia Landbank Venture’s other unaffiliated member, and therefore the Company accounts for its investment in the Valencia Landbank Venture using the equity method. At March 31, 2022 and December 31, 2021, the Company’s investment in the Valencia Landbank Venture was $3.5 million and $3.8 million, respectively, and the Company recognized $0.2 million in equity in earnings for the three months ended March 31, 2022. The Company recognized no equity in earnings or loss for the three months ended March 31, 2021.

5.    NONCONTROLLING INTERESTS

The Operating Company

The Holding Company’s wholly owned subsidiary is the managing general partner of the Operating Company, and at March 31, 2022, the Holding Company and its wholly owned subsidiary owned approximately 62.5% of the outstanding Class A Common Units and 100% of the outstanding Class B Common Units of the Operating Company. The Holding Company consolidates the financial results of the Operating Company and its subsidiaries and records a noncontrolling interest for the remaining 37.5% of

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the outstanding Class A Common Units of the Operating Company that are owned separately by affiliates of Lennar, affiliates of Castlelake and an entity controlled by Emile Haddad, the Company’s Chairman Emeritus of the Board of Directors (the “Management Partner”).

After a 12 month holding period, holders of Class A Common Units of the Operating Company may exchange their units for, at the Company’s option, either (i) Class A common shares on a one-for-one basis (subject to adjustment in the event of share splits, distributions of shares, warrants or share rights, specified extraordinary distributions and similar events), or (ii) cash in an amount equal to the market value of such shares at the time of exchange. In either situation, an equal number of that holder’s Class B common shares will automatically convert into Class A common shares, at a ratio of 0.0003 Class A common shares for each Class B common share. This exchange right is currently exercisable by all holders of outstanding Class A Common Units of the Operating Company.

With each exchange of Class A Common Units of the Operating Company for Class A common shares, the Holding Company’s percentage ownership interest in the Operating Company and its share of the Operating Company’s cash distributions and profits and losses will increase. Additionally, other issuances of common shares of the Holding Company or common units of the Operating Company result in changes to the noncontrolling interest percentage. Such equity transactions result in an adjustment between members’ capital and the noncontrolling interest in the Company’s condensed consolidated balance sheet and statement of capital to account for the changes in the noncontrolling interest ownership percentage as well as any change in total net assets of the Company.

During the three months ended March 31, 2022 and 2021, the Holding Company’s ownership interest in the Operating Company changed as a result of net equity transactions related to the Company’s share-based compensation plan.

The terms of the Operating Company's Limited Partnership Agreement (“LPA”) provide for the payment of tax distributions to the Operating Company's partners in an amount equal to the estimated income tax liabilities resulting from taxable income or gain allocated to those parties. The tax distribution provisions in the LPA were included in the Operating Company's governing documents adopted prior to the Company’s initial public offering and were designed to provide funds necessary to pay tax liabilities for income that might be allocated, but not paid, to the partners.

Tax distributions to the partners of the Operating Company for the three months ended March 31, 2022 and 2021, were as follows (in thousands):

	Three Months Ended March 31,
	2022		2021
Management Partner	$	435	$	1,382
Other partners (excluding the Holding Company)	—		1,497
Total tax distributions	$	435	$	2,879

Generally, tax distributions are treated as advance distributions under the LPA and are taken into account when determining the amounts otherwise distributable under the LPA.

The San Francisco Venture

The San Francisco Venture has three classes of units—Class A, Class B and Class C units. The Operating Company owns all of the outstanding Class B units of the San Francisco Venture. All of the outstanding Class A units are owned by Lennar and Castlelake. The Class A units of the San Francisco Venture are intended to be substantially economically equivalent to the Class A Common Units of the Operating Company. The Class A units of the San Francisco Venture represent noncontrolling interests to the Operating Company.

Holders of Class A units of the San Francisco Venture can redeem their units at any time and receive Class A Common Units of the Operating Company on a one-for-one basis (subject to adjustment in the event of share splits, distributions of shares, warrants or share rights, specified extraordinary distributions and similar events). If a holder requests a redemption of Class A units of the San Francisco Venture that would result in the Holding Company’s ownership of the Operating Company falling below 50.1%, the Holding Company has the option of satisfying the redemption with Class A common shares instead. The Company also has the option, at any time, to acquire outstanding Class A units of the San Francisco Venture in exchange for Class A Common Units of the Operating Company. The 12 month holding period for any Class A Common Units of the Operating Company issued in exchange for Class A units of the San Francisco Venture is calculated by including the period that such Class A units of the San Francisco Venture were owned. This exchange right is currently exercisable by all holders of outstanding Class A units of the San Francisco Venture.

Redeemable Noncontrolling Interest

In 2019, the San Francisco Venture issued 25.0 million Class C units to an affiliate of Lennar in exchange for a contribution of $25.0 million to the San Francisco Venture. Provided that Lennar completes the construction of a certain number of new homes in Candlestick as contemplated under purchase and sale agreements with the Company, the San Francisco Venture is required to redeem the Class C units if and when the Company receives reimbursements from the Mello-Roos communities facilities district formed for the development, in an aggregate amount equal to 50% of any reimbursements received up to a maximum amount of $25.0 million.

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The San Francisco Venture also maintains the ability to redeem the then outstanding balance of Class C units for cash at any time. Upon a liquidation of the San Francisco Venture, the holders of Class C Units are entitled to a liquidation preference. The maximum amount payable by the San Francisco Venture pursuant to redemptions or liquidation of the Class C units is $25.0 million. The holders of Class C units are not entitled to receive any other forms of distributions and are not entitled to any voting rights. In connection with the issuance of the Class C units, the San Francisco Venture agreed to spend $25.0 million on the development of infrastructure and/or parking facilities at the Company’s Candlestick development. At March 31, 2022 and December 31, 2021, $25.0 million of Class C units were outstanding and included in redeemable noncontrolling interest on the condensed consolidated balance sheets.

6.    CONSOLIDATED VARIABLE INTEREST ENTITY

The Holding Company conducts all of its operations through the Operating Company, a consolidated VIE, and as a result, substantially all of the Company’s assets and liabilities represent the assets and liabilities of the Operating Company, other than items attributed to income taxes and the payable pursuant to a tax receivable agreement (“TRA”). The Operating Company has investments in and consolidates the assets and liabilities of the San Francisco Venture, FP LP and FPL, all of which have also been determined to be VIEs.

The San Francisco Venture is a VIE as the other members of the venture, individually or as a group, are not able to exercise kick-out rights or substantive participating rights. The Company applied the variable interest model and determined that it is the primary beneficiary of the San Francisco Venture and, accordingly, the San Francisco Venture is consolidated in the Company’s results. In making that determination, the Company evaluated that the Operating Company has unilateral and unconditional power to make decisions in regards to the activities that significantly impact the economics of the VIE, which are the development of properties, marketing and sale of properties, acquisition of land and other real estate properties and obtaining land ownership or ground lease for the underlying properties to be developed. The Company is determined to have more-than-insignificant economic benefit from the San Francisco Venture because, excluding Class C units, the Operating Company can prevent or cause the San Francisco Venture from making distributions on its units, and the Operating Company would receive 99% of any such distributions made (assuming no distributions had been paid on the Class A Common Units of the Operating Company). In addition, the San Francisco Venture is only allowed to make a capital call on the Operating Company and not any other interest holders, which could be a significant financial risk to the Operating Company.

As of March 31, 2022, the San Francisco Venture had total combined assets of $1.3 billion, primarily comprised of $1.28 billion of inventories, $1.1 million in related party assets and total combined liabilities of $75.3 million including $68.4 million in related party liabilities.

As of December 31, 2021, the San Francisco Venture had total combined assets of $1.3 billion, primarily comprised of $1.27 billion of inventories, $1.1 million in related party assets and total combined liabilities of $76.9 million including $69.5 million in related party liabilities.

Those assets are owned by, and those liabilities are obligations of, the San Francisco Venture, not the Company. The San Francisco Venture’s operating subsidiaries are not guarantors of the Company’s obligations, and the assets held by the San Francisco Venture may only be used as collateral for the San Francisco Venture’s obligations. The creditors of the San Francisco Venture do not have recourse to the assets of the Operating Company, as the VIE’s primary beneficiary, or of the Holding Company.

The Company and the other members do not generally have an obligation to make capital contributions to the San Francisco Venture. In addition, there are no liquidity arrangements or agreements to fund capital or purchase assets that could require the Company to provide financial support to the San Francisco Venture. The Company does not guarantee any debt of the San Francisco Venture. However, the Operating Company has guaranteed the performance of payment by the San Francisco Venture in accordance with the redemption terms of the Class C units of the San Francisco Venture (see Note 5).

FP LP and FPL are VIEs because the other partners or members have disproportionately fewer voting rights, and substantially all of the activities of the entities are conducted on behalf of the other partners or members and their related parties. The Operating Company, or a wholly owned subsidiary of the Operating Company, is the primary beneficiary of FP LP and FPL.

As of March 31, 2022, FP LP and FPL had combined assets of $1.0 billion, primarily comprised of $863.0 million of inventories, $51.4 million of intangibles, $79.1 million in related party assets, and total combined liabilities of $96.4 million, including $88.0 million in accounts payable and other liabilities and $8.4 million in related party liabilities.

As of December 31, 2021, FP LP and FPL had combined assets of $1.0 billion, primarily comprised of $826.4 million of inventories, $51.4 million of intangibles, $82.0 million in related party assets and total combined liabilities of $94.0 million, including $85.6 million in accounts payable and other liabilities and $8.4 million in related party liabilities.

The Company evaluates its primary beneficiary designation on an ongoing basis and assesses the appropriateness of the VIE’s status when events have occurred that would trigger such an analysis. During the three months ended March 31, 2022 and 2021, there were no VIEs that were deconsolidated.

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7.    INTANGIBLE ASSET, NET—RELATED PARTY

The intangible asset relates to the contract value of the incentive compensation provisions of the A&R DMA with the Great Park Venture. The intangible asset will be amortized over the expected contract period based on the pattern in which the economic benefits are expected to be received.

The carrying amount and accumulated amortization of the intangible asset as of March 31, 2022 and December 31, 2021 were as follows (in thousands):

	March 31, 2022		December 31, 2021
Gross carrying amount	$	129,705	$	129,705
Accumulated amortization	(78,300)		(78,300)
Net book value	$	51,405	$	51,405

Intangible asset amortization expense, as a result of revenue recognition attributable to incentive compensation, was $7.8 million for the three months ended March 31, 2021. No amortization expense was recognized during the three months ended March 31, 2022 as no incentive compensation revenue was recognized during the period. Amortization expense is included in the cost of management services in the accompanying condensed consolidated statements of operations and is included in the Great Park segment.

8.     RELATED PARTY TRANSACTIONS

Related party assets and liabilities included in the Company’s condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021 consisted of the following (in thousands):

	March 31, 2022		December 31, 2021
Related Party Assets:
Contract assets (see Note 3)	$	79,118	$	79,082
Operating lease right-of-use asset (corporate office lease at Five Point Gateway Campus)	18,151		18,715
Other	1,140		4,021
	$	98,409	$	101,818
Related Party Liabilities:
Reimbursement obligation	$	68,377	$	69,536
Payable to holders of Management Company’s Class B interests	8,365		8,365
Operating lease liability (corporate office lease at Five Point Gateway Campus)	13,602		13,931
Accrued advisory fees	14,875		—
Other	337		4,086
	$	105,556	$	95,918

Development Management Agreement with the Great Park Venture (Incentive Compensation Contract Asset)

In 2010, the Great Park Venture, the Company’s equity method investee, engaged the Management Company under a development management agreement to provide management services to the Great Park Venture. The initial term of the development management agreement with the Great Park Venture expired on December 31, 2021 but has been extended by mutual agreement of the parties through May 16, 2022 while the terms of a renewal are discussed. The compensation structure in place as per the A&R DMA’s initial term consists of a base fee and incentive compensation. Incentive compensation is characterized as “Legacy Incentive Compensation” and “Non-Legacy Incentive Compensation.” Legacy Incentive Compensation consists of a maximum of $9.0 million of incentive compensation payments attributed to contingent payments made under a cash flow participation agreement to which the Great Park Venture is a party. Holders of the Management Company’s Class B interests are entitled to receive distributions from the Management Company that are attributable to any Legacy Incentive Compensation received by the Management Company. Non-Legacy Incentive Compensation is 9% of distributions available to be made by the Great Park Venture to holders of Percentage Interests of the Great Park Venture.

At each of March 31, 2022 and December 31, 2021, included in contract assets in the table above is $74.3 million attributed to Legacy and Non-Legacy Incentive Compensation revenue recognized but not yet due (see Note 3). Management fee revenues under the A&R DMA are included in management services—related party in the accompanying condensed consolidated statements of operations and are included in the Great Park segment. Management fee revenues under the A&R DMA were $3.4 million and $12.3 million for the three months ended March 31, 2022 and 2021, respectively.

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Employment Transition Agreement and Advisory Agreement with Emile Haddad

On August 23, 2021, the Company and the Company’s then Chairman, Chief Executive Officer and President, Emile Haddad, entered into an employment transition agreement pursuant to which, effective as of September 30, 2021, Mr. Haddad stepped down from his roles as Chairman, Chief Executive Officer and President. Mr. Haddad remained a member of the Board of Directors serving as Chairman Emeritus. Concurrently, the Company also entered into an advisory agreement with Mr. Haddad for an initial term of three years, which became effective on October 1, 2021. At March 31, 2022, included in accrued advisory fees in the table above is $12.0 million attributed to Mr. Haddad’s advisory agreement (see Note 2).

Employment Transition Agreement and Advisory Agreement with Lynn Jochim

On February 9, 2022, the Company entered into an employment transition agreement with Lynn Jochim, the Company’s former President and Chief Operating Officer. Pursuant to the agreement, Ms. Jochim agreed to continue in her then current positions, at her then current compensation levels, until February 14, 2022. Concurrently, the Company also entered into an advisory agreement with Ms. Jochim for an initial term of three years, which became effective on February 15, 2022. Pursuant to the advisory agreement, the Company agreed to pay Ms. Jochim an annual retainer of $1.0 million. At March 31, 2022, included in accrued advisory fees in the table above is $2.9 million attributed to Ms. Jochim’s advisory agreement (see Note 2).

9.    NOTES PAYABLE, NET

At March 31, 2022 and December 31, 2021, notes payable consisted of the following (in thousands):

	March 31, 2022		December 31, 2021
7.875% Senior Notes due 2025	$	625,000	$	625,000
Unamortized debt issuance costs and discount	(5,500)		(5,884)
	$	619,500	$	619,116

Revolving Credit Facility

The Operating Company has a $125.0 million unsecured revolving credit facility with a maturity date in April 2024, with one option to extend the maturity date by an additional year, subject to the satisfaction of certain conditions including the approval of the administrative agent and lenders. As of March 31, 2022, no funds had been drawn on the Operating Company’s revolving credit facility. However, letters of credit of $0.3 million were issued and outstanding under the revolving credit facility, thus reducing the available capacity to $124.7 million.

10.    TAX RECEIVABLE AGREEMENT

The Company is a party to a TRA with all of the holders of Class A Common Units of the Operating Company, all the holders of Class A units of the San Francisco Venture, and prior holders of Class A Common Units of the Operating Company and prior holders of Class A units of the San Francisco Venture that have exchanged their holdings for Class A common shares (as parties to the TRA, the “TRA Parties”). At March 31, 2022 and December 31, 2021, the Company’s condensed consolidated balance sheets included a liability of $173.1 million and $174.1 million, respectively, for payments expected to be made under certain components of the TRA which the Company deems to be probable and estimable. No TRA payments were made during the three months ended March 31, 2022 and 2021.

11.    COMMITMENTS AND CONTINGENCIES

The Company is subject to the usual obligations associated with entering into contracts for the purchase, development and sale of real estate, which the Company does in the routine conduct of its business. The operations of the Company are conducted through the Operating Company and its subsidiaries, and in some cases, the Holding Company will guarantee the payment by or performance of the Operating Company or its subsidiaries. The Company has operating leases for its corporate office and other facilities and the Holding Company is a guarantor to some of these lease agreements. Operating lease right-of-use assets are included in other assets or related party assets, and operating lease liabilities are included in accounts payable and other liabilities or related party liabilities on the condensed consolidated balance sheets and were as follows as of March 31, 2022 and December 31, 2021 (in thousands):

	March 31, 2022		December 31, 2021
Operating lease right-of-use assets ($18,151 and $18,715 related party, respectively)	$	22,459	$	23,779
Operating lease liabilities ($13,602 and $13,931 related party, respectively)	$	18,822	$	20,034

In addition to operating lease payment guarantees, the Holding Company had other contractual payment guarantees as of March 31, 2022 totaling $18.3 million.

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Performance and Completion Bonding Agreements

In the ordinary course of business and as a part of the entitlement and development process, the Company is required to provide performance bonds to ensure completion of certain development obligations. The Company had outstanding performance bonds of $288.0 million and $279.6 million as of March 31, 2022 and December 31, 2021, respectively.

Candlestick and The San Francisco Shipyard Disposition and Development Agreement

The San Francisco Venture is a party to a disposition and development agreement with the Successor to the Redevelopment Agency of the City and County of San Francisco (the “San Francisco Agency”) in which the San Francisco Agency has agreed to convey portions of Candlestick and The San Francisco Shipyard to the San Francisco Venture for development. The San Francisco Venture has agreed to reimburse the San Francisco Agency for reasonable costs and expenses actually incurred and paid by the San Francisco Agency in performing its obligations under the disposition and development agreement. The San Francisco Agency can also earn a return of certain profits generated from the development and sale of Candlestick and The San Francisco Shipyard if certain thresholds are met.

At each of March 31, 2022 and December 31, 2021, the Company had outstanding guarantees benefiting the San Francisco Agency for infrastructure and construction of certain park and open space obligations with aggregate maximum obligations of $198.3 million.

Letters of Credit

At each of March 31, 2022 and December 31, 2021, the Company had outstanding letters of credit totaling $1.3 million. These letters of credit were issued to secure various development and financial obligations. At each of March 31, 2022 and December 31, 2021, the Company had restricted cash and certificates of deposit of $1.0 million pledged as collateral under certain of the letters of credit agreements.

Legal Proceedings

Hunters Point Litigation

In May 2018, residents of the Bayview Hunters Point neighborhood in San Francisco filed a putative class action in San Francisco Superior Court naming Tetra Tech, Inc. and Tetra Tech EC, Inc., an independent contractor hired by the U.S. Navy to conduct testing and remediation of toxic radiological waste at The San Francisco Shipyard (“Tetra Tech”), Lennar and the Company as defendants (the “Bayview Action”). The plaintiffs allege that, among other things, Tetra Tech fraudulently misrepresented its test results and remediation efforts. The plaintiffs are seeking damages against Tetra Tech and the Company and have requested an injunction to prevent the Company and Lennar from undertaking any development activities at The San Francisco Shipyard. Given the preliminary nature of the claims, the Company cannot predict the outcome of the Bayview Action.

Since July 2018, a number of lawsuits have been filed in San Francisco Superior Court on behalf of homeowners in The San Francisco Shipyard, which name Tetra Tech, Lennar and the Company, among others, as defendants (the “Homeowners Action”). The plaintiffs allege that environmental contamination issues at The San Francisco Shipyard were not properly disclosed to them before they purchased their homes. They also allege that Tetra Tech and other defendants (not including the Company) have created a nuisance at The San Francisco Shipyard under California law. They seek damages as well as certain declaratory relief.

All of these cases have been removed to the U.S. District Court for the Northern District of California. The Company believes that it has meritorious defenses to the allegations in all of these cases and may have insurance and indemnification rights against third parties, including related parties, with respect to these claims. In March 2022, the District Court approved the terms of a settlement of the Homeowners Action, including the payment of $6.3 million in damages to be paid out of insurance proceeds under a joint insurance policy held by the Company and Lennar, as well as a dismissal with prejudice to be entered on behalf of the Company. Once the judgment is entered, it will be subject to appeal.

Other

Other than the actions outlined above, the Company is also a party to various other claims, legal actions, and complaints arising in the ordinary course of business, the disposition of which, in the Company’s opinion, will not have a material adverse effect on the Company’s condensed consolidated financial statements.

As a significant land owner and developer of unimproved land it is possible that environmental contamination conditions could exist that would require the Company to take corrective action. In the opinion of the Company, such corrective actions, if any, would not have a material adverse effect on the Company’s condensed consolidated financial statements.

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12.    SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental cash flow information for the three months ended March 31, 2022 and 2021 were as follows (in thousands):

	Three Months Ended March 31,
	2022		2021
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest, all of which was capitalized to inventories	$	776	$	919
NONCASH INVESTING AND FINANCING ACTIVITIES:
Adjustment to liability recognized under TRA	$	(1,058)	$	(522)
Cash paid for income taxes	$	—	$	770
Purchase of properties and equipment in accounts payable	$	—	$	33

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows for the three months ended March 31, 2022 and 2021 (in thousands):

	March 31, 2022		March 31, 2021
Cash and cash equivalents	$	203,647	$	229,670
Restricted cash and certificates of deposit	1,330		1,330
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows	$	204,977	$	231,000

Amounts included in restricted cash and certificates of deposit represent amounts held as collateral on open letters of credit related to development obligations or because of other contractual obligations of the Company that require the restriction.

13.    SEGMENT REPORTING

The Company’s reportable segments consist of:

• Valencia—includes the community of Valencia being developed in northern Los Angeles County, California. The Valencia segment derives revenues from the sale of residential and commercial land sites to homebuilders, commercial developers and commercial buyers. The Company’s investment in the Valencia Landbank Venture is also reported in the Valencia segment.

• San Francisco—includes the Candlestick and The San Francisco Shipyard communities located on bayfront property in the City of San Francisco, California. The San Francisco segment derives revenues from the sale of residential and commercial land sites to homebuilders, commercial developers and commercial buyers.

• Great Park—includes the Great Park Neighborhoods being developed adjacent to and around the Orange County Great Park, a metropolitan park under construction in Orange County, California. This segment also includes management services provided by the Management Company to the Great Park Venture, the owner of the Great Park Neighborhoods. As of March 31, 2022, the Company had a 37.5% Percentage Interest in the Great Park Venture and accounted for the investment under the equity method. The reported segment information for the Great Park segment includes the results of 100% of the Great Park Venture at the historical basis of the venture, which did not apply push down accounting at acquisition date. The Great Park segment derives revenues at the Great Park Neighborhoods from sales of residential and commercial land sites to homebuilders, commercial developers and commercial buyers, sales of homes constructed and marketed under a fee build arrangement, and management services provided by the Company to the Great Park Venture.

• Commercial—includes the operations of the Gateway Commercial Venture, which owns an approximately 189,000 square foot office building at the Five Point Gateway Campus. The Five Point Gateway Campus is an office, medical and research and development campus located within the Great Park Neighborhoods and consists of four buildings and surrounding land. The Company and a subsidiary of Lennar lease portions of the building owned by the Gateway Commercial Venture. The Gateway Commercial Venture also owns approximately 50 acres of the surrounding commercial land with additional development rights at the campus. This segment also includes property management services provided by the Management Company to the Gateway Commercial Venture. As of March 31, 2022, the Company had a 75% interest in the Gateway Commercial Venture and accounted for the investment under the equity method. The reported segment information for the Commercial segment includes the results of 100% of the Gateway Commercial Venture at the historical basis of the venture.

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Segment operating results and reconciliations to the Company’s consolidated balances are as follows (in thousands):

	Revenues				Profit (Loss)
	Three Months Ended March 31,
	2022		2021		2022		2021
Valencia	$	1,159	$	592	$	(4,827)	$	(4,899)
San Francisco	180		149		(669)		94
Great Park	22,424		13,300		(2,071)		(10,921)
Commercial	2,041		2,200		215		579
Total reportable segments	25,804		16,241		(7,352)		(15,147)
Reconciling items:
Removal of results of unconsolidated entities—
Great Park Venture (1)	(18,980)		(960)		2,831		12,484
Gateway Commercial Venture (1)	(1,938)		(2,101)		(112)		(480)
Add equity in (losses) earnings from unconsolidated entities—
Great Park Venture	—		—		(1,301)		(3,916)
Gateway Commercial Venture	—		—		84		360
Corporate and unallocated (2)	—		—		(30,919)		(14,346)
Total consolidated balances	$	4,886	$	13,180	$	(36,769)	$	(21,045)

(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 the Company’s consolidated results and balances as the Company accounts for its investment in each venture using the equity method of accounting.

(2) Corporate and unallocated activity is primarily comprised of corporate general and administrative expenses and restructuring expenses.

Segment assets and reconciliations to the Company’s consolidated balances are as follows (in thousands):

	March 31, 2022		December 31, 2021
Valencia	$	914,672	$	878,399
San Francisco	1,286,498		1,275,510
Great Park	989,508		988,444
Commercial	104,325		104,400
Total reportable segments	3,295,003		3,246,753
Reconciling items:
Removal of unconsolidated balances of Great Park Venture (1)	(863,740)		(859,789)
Removal of unconsolidated balances of Gateway Commercial Venture (1)	(104,325)		(104,366)
Other eliminations (2)	(596)		(2,500)
Add investment balance in Great Park Venture	319,973		321,274
Add investment balance in Gateway Commercial Venture	49,531		49,447
Corporate and unallocated (3)	227,496		292,091
Total consolidated balances	$	2,923,342	$	2,942,910

(1) Represents the removal of the Great Park Venture and Gateway Commercial Venture balances, which are included in the Great Park segment and Commercial segment balances at 100% of each venture’s historical basis, respectively, but are not included in the Company’s consolidated balances as the Company accounts for its investment in each venture using the equity method of accounting.

(2) Represents intersegment balances that eliminate in consolidation.

(3) Corporate and unallocated assets consist of cash and cash equivalents, receivables, right-of-use assets and prepaid expenses.

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14.     SHARE-BASED COMPENSATION

The following table summarizes share-based equity compensation activity for the three months ended March 31, 2022:

	Share-Based Awards <br>(in thousands)	Weighted-Average Grant <br>Date Fair Value
Nonvested at January 1, 2022	2,640	$	6.38
Granted	213	$	6.01
Forfeited	(834)	$	2.96
Vested	(940)	$	7.86
Nonvested at March 31, 2022	1,079	$	6.66

Share-based compensation expense was $4.1 million and $1.3 million for the three months ended March 31, 2022 and 2021, respectively. In February 2022, the Company accelerated the expense attributed to the outstanding restricted share awards of two former officers of the Company resulting from a modification of the required service condition of the awards (see Note 2). As a result, for the three months ended March 31, 2022, share-based compensation expense of $3.0 million is included in restructuring expense and $1.1 million is included in selling, general, and administrative expenses on the accompanying condensed consolidated statement of operations. All share-based compensation for the three months ended March 31, 2021 is included in selling, general, and administrative expenses on the accompanying condensed consolidated statement of operations.

The estimated fair value at vesting of share based awards that vested during the three months ended March 31, 2022 was $6.2 million. In January 2022 and 2021, the Company reacquired vested restricted Class A common shares for $2.7 million and $2.0 million, respectively, for the purpose of settling tax withholding obligations of employees. The reacquisition cost is based on the fair value of the Company’s Class A common shares on the date the tax obligation is incurred.

15.    EMPLOYEE BENEFIT PLANS

Retirement Plan—The Newhall Land and Farming Company Retirement Plan (the “Retirement Plan”) is a defined benefit plan that is funded by the Company and qualified under the Employee Retirement Income Security Act. The Retirement Plan was frozen in 2004.

The components of net periodic benefit for the three months ended March 31, 2022 and 2021, are as follows (in thousands):

	Three Months Ended March 31,
	2022		2021
Net periodic benefit:
Interest cost	$	136	$	128
Expected return on plan assets	(261)		(290)
Amortization of net actuarial loss	13		28
Net periodic benefit	$	(112)	$	(134)

Net periodic benefit does not include a service cost component as a result of the Retirement Plan being frozen. All other components of net periodic benefit are included in other income on the condensed consolidated statements of operations.

16.    INCOME TAXES

Upon formation, the Holding Company elected to be treated as a corporation for U.S. federal, state, and local tax purposes. All operations are carried on through the Holding Company’s subsidiaries, the majority of which are pass-through entities that are generally not subject to federal or state income taxation, as all of the taxable income, gains, losses, deductions, and credits are passed through to the partners. The Holding Company is responsible for income taxes on its allocable share of the Operating Company’s income or gain.

Other than a small income tax provision attributed to one of the Company’s consolidated subsidiary corporations, during the three months ended March 31, 2022, the Company recorded no provision or benefit for income taxes (after application of an increase in the Company’s valuation allowance) on pre-tax loss of $36.8 million. In the three months ended March 31, 2021, the Company recorded no provision or benefit for income taxes (after application of an increase in the Company’s valuation allowance) on pre-tax loss of $21.0 million. The effective tax rates for the three months ended March 31, 2022 and 2021, differ from the 21% federal statutory rate and applicable state statutory rates primarily due to the Company’s valuation allowance on its book losses, disallowance of executive compensation expenses not deductible for tax, and to the pre-tax portion of income and losses that are passed through to the other partners of the Operating Company and the San Francisco Venture.

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Largely due to a history of book losses, the Company continues to record a valuation allowance against its federal and state net deferred tax assets.

17.    FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS AND DISCLOSURES

ASC Topic 820, Fair Value Measurement, emphasizes that a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, the guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions. The following hierarchy classifies the inputs used to determine fair value into three levels:

Level 1—Quoted prices for identical instruments in active markets

Level 2—Quoted prices for similar instruments in active markets or inputs, other than quoted prices, that are observable for the instrument either directly or indirectly

Level 3—Significant inputs to the valuation model are unobservable

At each reporting period, the Company evaluates the fair value of its financial instruments compared to carrying values. Other than the Company’s notes payable, net, the carrying amount of the Company’s financial instruments, which includes cash and cash equivalents, restricted cash and certificates of deposit, certain related party assets and liabilities, and accounts payable and other liabilities, approximated the Company’s estimates of fair value at both March 31, 2022 and December 31, 2021.

The fair value of the Company’s notes payable, net, are estimated based on quoted market prices or discounting the expected cash flows based on rates available to the Company (level 2). At March 31, 2022, the estimated fair value of notes payable, net was $641.4 million compared to a carrying value of $619.5 million. At December 31, 2021, the estimated fair value of notes payable, net was $655.6 million compared to a carrying value of $619.1 million. During the three months ended March 31, 2022 and 2021, the Company had no assets that were measured at fair value on a nonrecurring basis.

18.    EARNINGS PER SHARE

The Company uses the two-class method in its computation of earnings per share. The Company’s Class A common shares and Class B common shares are entitled to receive distributions at different rates, with each Class B common share receiving 0.03% of the distributions paid on each Class A common share. Under the two-class method, the Company’s net income available to common shareholders is allocated between the two classes of common shares on a fully-distributed basis and reflects residual net income after amounts attributed to noncontrolling interests. In the event of a net loss, the Company determined that both classes share in the Company’s losses, and they share in the losses using the same mechanism as the distributions. The Company also has restricted share awards and performance restricted share awards (see Note 14) that have a right to non-forfeitable dividends while unvested and are contemplated as participating when the Company is in a net income position. These awards participate in distributions on a basis equivalent to other Class A common shares but do not participate in losses.

No distributions on common shares were declared for the three months ended March 31, 2022 or 2021.

Diluted income (loss) per share calculations for both Class A common shares and Class B common shares contemplate adjustments to the numerator and the denominator under the if-converted method for the convertible Class B common shares, the exchangeable Class A units of the San Francisco Venture and the exchangeable Class A Common Units of the Operating Company. The Company uses the treasury stock method or the two-class method when evaluating dilution for RSUs, restricted shares, and performance restricted shares. The more dilutive of the two methods is included in the calculation for diluted income (loss) per share.

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The following table summarizes the basic and diluted loss per share calculations for the three months ended March 31, 2022 and 2021 (in thousands, except shares and per share amounts):

	Three Months Ended March 31,
	2022		2021
Numerator:
Net loss attributable to the Company	$	(17,130)	$	(9,779)
Adjustments to net loss attributable to the Company	122		113
Net loss attributable to common shareholders	$	(17,008)	$	(9,666)
Numerator—basic common shares:
Numerator for basic net loss available to Class A common shareholders	$	(17,002)	$	(9,663)
Numerator for basic net loss available to Class B common shareholders	$	(6)	$	(3)
Numerator—diluted common shares:
Net loss attributable to common shareholders	$	(17,008)	$	(9,666)
Reallocation of loss upon assumed exchange of dilutive potential securities	(477)		—
Allocation of diluted net loss among common shareholders	$	(17,485)	$	(9,666)
Numerator for diluted net loss available to Class A common shareholders	$	(17,479)	$	(9,663)
Numerator for diluted net loss available to Class B common shareholders	$	(6)	$	(3)
Denominator:
Basic weighted average Class A common shares outstanding	68,167,586		67,288,860
Diluted weighted average Class A common shares outstanding	70,050,872		67,288,860
Basic and diluted weighted average Class B common shares outstanding	79,233,544		79,233,544
Basic loss per share:
Class A common shares	$	(0.25)	$	(0.14)
Class B common shares	$	(0.00)	$	(0.00)
Diluted loss per share:
Class A common shares	$	(0.25)	$	(0.14)
Class B common shares	$	(0.00)	$	(0.00)
Anti-dilutive potential Performance RSUs	—		322,366
Anti-dilutive potential Restricted Shares (weighted average)	1,037,064		846,509
Anti-dilutive potential Performance Restricted Shares (weighted average)	100,292		657,892
Anti-dilutive potential Class A common shares from exchanges (weighted average)	76,120,180		79,257,314

19.    ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss attributable to the Company consists of unamortized defined benefit pension plan net actuarial losses that totaled $1.9 million and $2.0 million at March 31, 2022 and December 31, 2021, respectively, net of tax benefits of $0.5 million and $0.5 million, respectively. At March 31, 2022 and December 31, 2021, the Company held a full valuation allowance related to the accumulated tax benefits. Accumulated other comprehensive loss of $1.2 million and $1.2 million is included in noncontrolling interests at March 31, 2022 and December 31, 2021, respectively. Net actuarial gains or losses are re-determined annually or upon remeasurement events and principally arise from changes in the rate used to discount benefit obligations and differences between expected and actual returns on plan assets. Reclassifications from accumulated other comprehensive loss to net loss attributable to the Company related to amortization of net actuarial losses were approximately $8,000 and $17,000, net of taxes, for the three months ended March 31, 2022 and 2021, respectively, and are included in other miscellaneous income in the accompanying condensed consolidated statements of operations.

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ITEM 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

The following discussion contains management’s discussion and analysis of our financial condition and results of operations and should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included under Part I, Item 1 of this report and our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. “Us,” “we,” and “our” refer to Five Point Holdings, LLC, together with its consolidated subsidiaries. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including but not limited to those described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as well as other risks and uncertainties detailed from time to time in our subsequent Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission. Actual results could differ materially from those set forth in any forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements.”

Overview

We conduct all of our business in or through our operating company, Five Point Operating Company, LP (the “operating company”). We are, through a wholly owned subsidiary, the sole managing general partner and owned, as of March 31, 2022, approximately 62.5% of the operating company. The operating company directly or indirectly owns equity interests in:

•Five Point Land, LLC, which owns The Newhall Land & Farming Company, a California limited partnership, the entity that is developing Valencia, our community in northern Los Angeles County, California;

•The Shipyard Communities, LLC (the “San Francisco Venture”), which is developing Candlestick and The San Francisco Shipyard, our communities in the City of San Francisco, California;

•Heritage Fields LLC (the “Great Park Venture”), which is developing Great Park Neighborhoods, our community in Orange County, California;

•Five Point Office Venture Holdings I, LLC (the “Gateway Commercial Venture”), which owns portions of the Five Point Gateway Campus, a commercial office, research and development and medical campus located within the Great Park Neighborhoods; and

•Five Point Communities, LP and Five Point Communities Management, Inc. (together, the “management company”), which provide development and property management services for the Great Park Neighborhoods and the Five Point Gateway Campus.

The operating company consolidates and controls the management of all of these entities except for the Great Park Venture and the Gateway Commercial Venture. The operating company owns a 37.5% percentage interest in the Great Park Venture and a 75% interest in the Gateway Commercial Venture and accounts for its interest in both using the equity method.

Operational Highlights

At Valencia, by March 31, 2022, our guest builders had opened 15 of our initial 18 neighborhoods for home sales and sold 211 homes during the first quarter, increasing total homes sold to 557 since sales began in May 2021.

At the Great Park Neighborhoods, in which we have a 37.5% percentage interest and manage all aspects of the development cycle, our guest builders are approaching sell-out of our currently selling, approximately 700 home, neighborhood, named “Rise.” At March 31, 2022, approximately 50 homes remained to be sold at Rise. Our next neighborhood, “Solis Park,” consisting of approximately 850 homes, is planned to open for home sales this summer. During the three months ended March 31, 2022, builders sold a total of 94 homes at the Great Park Neighborhoods.

The initial term of our development management agreement with the Great Park Venture expired on December 31, 2021 but has been extended by mutual agreement of the parties through May 16, 2022. We are currently in discussions with the other members of the Great Park Venture regarding renewal of the agreement. While we currently expect the development management agreement to be renewed, we can provide no assurance as to the terms or timing of any such renewal, or that such renewal will be completed at all.

In response to the COVID-19 pandemic, we took immediate steps to protect the health and well-being of our associates and to preserve the financial strength of the Company. Through two years of uncertainty and disruption on local, national and global economies, we were able to maintain steady staffing levels across all our California locations. During the first quarter of 2022, we reassessed our staffing needs, resulting in layoffs affecting all of our locations. As a result of these layoffs and additional voluntary resignations, headcount has been reduced by approximately 29% since the beginning of 2022. We expect to see significant cost savings in the balance of 2022 as a result of our reduced headcount. Beginning in mid-April, the substantial majority of our associates returned back to our offices on a hybrid schedule. When working remotely, our associates have access to necessary systems and resources to ensure business continuity.

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Results of Operations

The timing of our land sale revenues is influenced by several factors, including the sequencing of the planning and development process and market conditions at our communities. As a result, we have historically experienced, and expect to continue to experience, variability in results of operations between comparable periods.

The following table summarizes our consolidated historical results of operations for the three months ended March 31, 2022 and 2021.

	Three Months Ended March 31,
	2022		2021
	(in thousands)
Statement of Operations Data
Revenues
Land sales	$	557	$	22
Land sales—related party	1		19
Management services—related party	3,547		12,439
Operating properties	781		700
Total revenues	4,886		13,180
Costs and expenses
Land sales	—		—
Management services	2,684		10,777
Operating properties	1,839		1,585
Selling, general, and administrative	16,791		19,538
Restructuring	19,437		—
Total costs and expenses	40,751		31,900
Other income
Interest income	21		27
Miscellaneous	112		1,204
Total other income	133		1,231
Equity in loss from unconsolidated entities	(1,032)		(3,556)
Loss before income tax (provision) benefit	(36,764)		(21,045)
Income tax (provision) benefit	(5)		—
Net loss	(36,769)		(21,045)
Less net loss attributable to noncontrolling interests	(19,639)		(11,266)
Net loss attributable to the company	$	(17,130)	$	(9,779)

Revenues. Revenues decreased by $8.3 million, or 62.9%, to $4.9 million for the three months ended March 31, 2022, from $13.2 million for the three months ended March 31, 2021. The decrease in revenue during the three months ended March 31, 2022 was primarily due to a decrease in management services revenue at our Great Park segment.

Cost of management services. Cost of management services decreased by $8.1 million, or 75.1%, to $2.7 million for the three months ended March 31, 2022, from $10.8 million for the three months ended March 31, 2021. The decrease was primarily due to a decrease in intangible asset amortization expense at our Great Park segment.

Selling, general, and administrative. Selling, general, and administrative expenses decreased by $2.7 million, or 14.1%, to $16.8 million for the three months ended March 31, 2022, from $19.5 million for the three months ended March 31, 2021. The decrease was mainly attributable to a decrease in employee related expenses.

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Restructuring. On February 9, 2022, Daniel Hedigan was appointed as our Chief Executive Officer. Preceding Mr. Hedigan’s appointment, Emile Haddad stepped down from his roles as Chairman, Chief Executive Officer and President effective as of September 30, 2021 and transitioned into a senior advisory role pursuant to a three-year advisory agreement. Mr. Haddad remains a member of the Board of Directors serving as Chairman Emeritus. Concurrent with Mr. Hedigan’s appointment, Lynn Jochim transitioned from her position as President and Chief Operating Officer into an advisory role pursuant to a three-year advisory agreement. Upon the appointment of Mr. Hedigan as our Chief Executive Officer, we accrued a related party liability of $15.6 million attributed to advisory agreement payments due to Mr. Haddad and Ms. Jochim. In addition, we determined the service condition associated with Mr. Haddad and Ms. Jochim’s unvested restricted share awards had been modified. As a result of this modification, we recognized approximately $3.0 million in additional restructuring costs during the three months ended March 31, 2022.

In addition to our executive management restructuring activities, we have had an approximately 29% reduction in headcount since the end of 2021. Most of the reductions were the result of company-wide layoffs that occurred at the end of the first quarter of 2022. During the three months ended March 31, 2022, we incurred $0.9 million in restructuring costs for estimated severance benefits from these layoffs.

Equity in loss from unconsolidated entities. Our consolidated results reflect our share in the earnings or losses of our interests in our unconsolidated entities, including the Great Park Venture and the Gateway Commercial Venture, within equity in earnings from unconsolidated entities on our condensed consolidated statement of operations. Our segment results for the Great Park segment and the Commercial segment present the results of the Great Park Venture and the Gateway Commercial Venture at the book basis of the ventures within the respective segments.

Equity in loss from unconsolidated entities decreased to $1.0 million for the three months ended March 31, 2022, from loss of $3.6 million for the three months ended March 31, 2021. The decrease was primarily due to a lower equity in loss from the Great Park Venture resulting from income generated from home sales by the Great Park Venture in 2022.

Income taxes. Other than a small tax provision incurred by one of our consolidated subsidiary corporations, pre-tax loss of $36.8 million for the three months ended March 31, 2022 resulted in no tax benefit (after application of an increase in the Company’s valuation allowance of $4.2 million). We assessed the realization of our net deferred tax asset and the need for a valuation allowance and determined that at March 31, 2022, it was more likely than not that the net deferred tax asset was not realizable and resulted in a net deferred tax liability after application of the valuation allowance. Pre-tax loss for the three months ended March 31, 2021 of $21.0 million resulted in no tax benefit (after application of an increase in the Company’s valuation allowance of $2.1 million). Our effective tax rate, before changes in valuation allowance, for the three months ended March 31, 2022 was substantially similar to our effective tax rate, before changes in valuation allowance, for the three months ended March 31, 2021.

Net loss attributable to noncontrolling interests. Until exchanged for our class A common shares or, at our election, cash, noncontrolling interests represent interests held by other partners in the operating company and members of the San Francisco Venture. Net loss attributable to the noncontrolling interests on the condensed consolidated statement of operations represents the portion of losses attributable to the interests in our subsidiaries held by the noncontrolling interests.

Segment Results and Financial Information

Our four reportable operating segments include our three community segments, Valencia, San Francisco and Great Park, and our Commercial segment:

•Our Valencia segment includes operating results related to the Valencia community and agricultural operations in Los Angeles and Ventura Counties, California. Our investment in the Valencia Landbank Venture is also reported in the Valencia segment.

•Our San Francisco segment includes operating results for the Candlestick and The San Francisco Shipyard communities.

•Our Great Park segment includes operating results for the Great Park Neighborhoods community as well as development management services provided by the management company for the Great Park Venture.

•Our Commercial segment includes the operating results of the Gateway Commercial Venture’s ownership in the Five Point Gateway Campus as well as property management services provided by the management company for the Gateway Commercial Venture.

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The following tables reconcile the results of operations of our segments to our consolidated results for the three months ended March 31, 2022 and 2021 (in thousands):

	Three Months Ended March 31, 2022
	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	$	557	$	—	$	330	$	—	$	887	$	—	$	887	$	(330)	$	557
Land sales—related party	1		—		1,489		—		1,490		—		1,490		(1,489)		1
Home sales	—		—		17,161		—		17,161		—		17,161		(17,161)		—
Management services—related party(2)	—		—		3,444		103		3,547		—		3,547		—		3,547
Operating properties	601		180		—		1,938		2,719		—		2,719		(1,938)		781
Total revenues	1,159		180		22,424		2,041		25,804		—		25,804		(20,918)		4,886
COSTS AND EXPENSES:
Land sales	—		—		—		—		—		—		—		—		—
Home sales	—		—		12,902		—		12,902		—		12,902		(12,902)		—
Management services(2)	—		—		2,684		—		2,684		—		2,684		—		2,684
Operating properties	1,839		—		—		440		2,279		—		2,279		(440)		1,839
Selling, general, and administrative	4,444		849		7,561		1,079		13,933		11,498		25,431		(8,640)		16,791
Restructuring	—		—		—		—		—		19,437		19,437		—		19,437
Management fees—related party	—		—		1,503		—		1,503		—		1,503		(1,503)		—
Total costs and expenses	6,283		849		24,650		1,519		33,301		30,935		64,236		(23,485)		40,751
OTHER INCOME (EXPENSE):
Interest income	—		—		155		—		155		21		176		(155)		21
Interest expense	—		—		—		(307)		(307)		—		(307)		307		—
Miscellaneous	112		—		—		—		112		—		112		—		112
Total other income (expense)	112		—		155		(307)		(40)		21		(19)		152		133
EQUITY IN EARNINGS (LOSS) FROM UNCONSOLIDATED ENTITIES	185		—		—		—		185		—		185		(1,217)		(1,032)
SEGMENT (LOSS) PROFIT/LOSS BEFORE INCOME TAX PROVISION	(4,827)		(669)		(2,071)		215		(7,352)		(30,914)		(38,266)		1,502		(36,764)
INCOME TAX PROVISION	—		—		—		—		—		(5)		(5)		—		(5)
SEGMENT (LOSS) PROFIT/NET LOSS	$	(4,827)	$	(669)	$	(2,071)	$	215	$	(7,352)	$	(30,919)	$	(38,271)	$	1,502	$	(36,769)

(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.

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	Three Months Ended March 31, 2021
	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	$	22	$	—	$	741	$	—	$	763	$	—	$	763	$	(741)	$	22
Land sales—related party	19		—		219		—		238		—		238		(219)		19
Management services—related party(2)	—		—		12,340		99		12,439		—		12,439		—		12,439
Operating properties	551		149		—		2,101		2,801		—		2,801		(2,101)		700
Total revenues	592		149		13,300		2,200		16,241		—		16,241		(3,061)		13,180
COSTS AND EXPENSES:
Land sales	—		—		—		—		—		—		—		—		—
Management services(2)	—		—		10,777		—		10,777		—		10,777		—		10,777
Operating properties	1,585		—		—		159		1,744		—		1,744		(159)		1,585
Selling, general, and administrative	4,040		1,125		7,568		1,159		13,892		14,373		28,265		(8,727)		19,538
Management fees—related party	—		—		6,118		—		6,118		—		6,118		(6,118)		—
Total costs and expenses	5,625		1,125		24,463		1,318		32,531		14,373		46,904		(15,004)		31,900
OTHER INCOME (EXPENSE):
Interest income	—		—		242		—		242		27		269		(242)		27
Interest expense	—		—		—		(303)		(303)		—		(303)		303		—
Miscellaneous	134		1,070		—		—		1,204		—		1,204		—		1,204
Total other income (expense)	134		1,070		242		(303)		1,143		27		1,170		61		1,231
EQUITY IN LOSS FROM UNCONSOLIDATED ENTITIES	—		—		—		—		—		—		—		(3,556)		(3,556)
SEGMENT (LOSS) PROFIT/LOSS BEFORE INCOME TAX BENEFIT	(4,899)		94		(10,921)		579		(15,147)		(14,346)		(29,493)		8,448		(21,045)
INCOME TAX BENEFIT	—		—		—		—		—		—		—		—		—
SEGMENT (LOSS) PROFIT/NET LOSS	$	(4,899)	$	94	$	(10,921)	$	579	$	(15,147)	$	(14,346)	$	(29,493)	$	8,448	$	(21,045)

(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.

Valencia Segment

Our Valencia property consists of approximately 15,000 acres in northern Los Angeles County and is designed to include approximately 21,500 homesites and approximately 11.5 million square feet of commercial space. Valencia is the continuation of our community where already today approximately 20,000 households reside and approximately 60,000 people work. We began selling homesites in the first development area at Valencia in 2019.

Selling, general, and administrative. Selling, general, and administrative expenses increased by $0.4 million, or 10.0%, to $4.4 million for the three months ended March 31, 2022, from $4.0 million for the three months ended March 31, 2021. The increase was mainly attributable to an increase in community related selling and marketing expenses in support of the first development area in Valencia.

San Francisco Segment

Located almost equidistant between downtown San Francisco and the San Francisco International Airport, Candlestick and The San Francisco Shipyard consist of approximately 800 acres of bayfront property in the City of San Francisco. Candlestick and The San Francisco Shipyard are designed to include approximately 12,000 homesites and approximately 6.3 million square feet of commercial space.

In October 2019, we received approval from the City of San Francisco on a revised development plan for the first phase of Candlestick that is currently planned to include approximately 750,000 square feet of office space, 1,600 homes, and 300,000 square

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feet of lifestyle amenities centered around retail and entertainment. As currently planned, Candlestick ultimately is expected to include approximately 7,000 homes.

Our development at Candlestick and The San Francisco Shipyard is not subject to San Francisco’s Proposition M growth control measure, which imposes annual limitations on office development and is applicable to all other developers with projects in the city. This means the full amount of permitted commercial square footage at Candlestick and The San Francisco Shipyard can be constructed as we determine, including all at once, even though Proposition M may delay new office developments elsewhere in San Francisco. In 2018, our disposition and development agreement with the City of San Francisco was amended to increase the total amount of commercial use at Candlestick and The San Francisco Shipyard by over two million square feet and to increase our total commercial space to approximately 6.3 million square feet.

At The San Francisco Shipyard, approximately 408 acres are still owned by the U.S. Navy and will not be conveyed to us until the U.S. Navy satisfactorily completes its finding of suitability to transfer, or “FOST,” process, which involves multiple levels of environmental and governmental investigation, analysis, review, comment and approval. Based on our discussions with the U.S. Navy, we had previously expected the U.S. Navy to deliver this property between 2019 and 2022. However, allegations that Tetra Tech, Inc. and Tetra Tech EC, Inc. (collectively, “Tetra Tech”), contractors hired by the U.S. Navy, misrepresented sampling results at The San Francisco Shipyard have resulted in data reevaluation, governmental investigations, criminal proceedings, lawsuits, and a determination by the U.S. Navy and other regulatory agencies to undertake additional sampling. As part of the 2018 Congressional spending bill, the U.S. Department of Defense allocated $36.0 million to help fund resampling efforts at The San Francisco Shipyard. An additional $60.4 million to fund resampling efforts was approved as part of a 2019 military construction spending bill. These activities have delayed the remaining land transfers from the U.S. Navy and could lead to additional legal claims or government investigations, all of which could in turn further delay or impede our future development of such parcels. Our development plans were designed with the flexibility to adjust for potential land transfer delays, and we have the ability to shift the phasing of our development activities to account for potential delays caused by U.S. Navy retesting, but there can be no assurance that these matters and other related matters that may arise in the future will not materially impact our development plans.

We have been, and may in the future be, named as a defendant in lawsuits seeking damages and other relief arising out of alleged contamination at The San Francisco Shipyard and Tetra Tech’s alleged misrepresentations of related sampling work. See Note 11 to our condensed consolidated financial statements included under Part I, Item 1 of this report.

Selling, general, and administrative. Selling, general, and administrative expenses decreased by $0.3 million, or 24.5%, to $0.8 million for the three months ended March 31, 2022, from $1.1 million for the three months ended March 31, 2021. The decrease was mainly attributable to a decrease in legal and employee related expenses.

Great Park Segment

We have a 37.5% percentage interest in the Great Park Venture, and we account for our investment using the equity method of accounting. We have a controlling interest in the management company, an entity which performs development management services at Great Park Neighborhoods. We do not include the Great Park Venture as a consolidated subsidiary in our condensed consolidated financial statements. However, because of the relationship between the management company and the Great Park Venture, we assess our investment in the Great Park Venture based on the financial information for the Great Park Venture in its entirety, and not just our equity interest in it. As a result, our Great Park segment consists of the operations of both the Great Park Venture and the development management services provided by the management company at the Great Park Venture.

Great Park Neighborhoods consists of approximately 2,100 acres in Orange County and is being built around the approximately 1,300 acre Orange County Great Park, a metropolitan public park that is under construction. Great Park Neighborhoods is designed to include approximately 10,500 homesites and approximately 4.9 million square feet of commercial space.

Interests in the Great Park Venture are either “percentage interests” or “legacy interests.” Holders of the legacy interests were entitled to receive priority distributions in an aggregate amount equal to $476.0 million and up to an additional $89.0 million from participation in subsequent distributions. The holders of percentage interests are entitled to all other distributions. As of March 31, 2022, the Great Park Venture had fully satisfied the $476.0 million priority distribution rights, and the remaining maximum participating legacy interest distribution rights were $82.7 million. The remaining $82.7 million legacy interest will be paid on a pro-rata basis, with approximately 10% of future distributions paid to the holders of legacy interests and approximately 90% of such distributions paid to the holders of the percentage interests, until such time as the remaining balance has been fully paid.

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Home Sale Revenues. The Great Park Venture has a fee build agreement with an unrelated third party (“Fee Builder”) that the Great Park Venture contracted to build and act as a sales agent for 38 homesites within the Great Park Neighborhoods. The Fee Builder initially incurs all costs to build, market and sell the residential homes, and the Great Park Venture reimburses the Fee Builder as construction progresses and pays the Fee Builder certain fees during the construction phase of the homes and when homes are sold to homebuyers. During the three months ended March 31, 2022, the Great Park Venture closed the sales of nine homes to homebuyers generating $17.2 million in home sale revenues.

Cost of Home Sales. Cost of home sales includes an allocation of land basis for each home sold in addition to home construction costs the Great Park Venture reimburses to the Fee Builder and fees paid to the Fee Builder for the services provided. During the three months ended March 31, 2022, the Great Park Venture recognized $12.9 million in cost of home sales.

Management fee revenues. Management fee revenues are revenues generated by the management company from development management services provided to the Great Park Venture. The decrease in management services related party revenue was mainly attributable to no variable incentive compensation revenue recognized during the three months ended March 31, 2022.

Management services costs and expenses. Included within management services costs and expenses are general and administrative costs and expenses incurred directly by the management company’s project team that is managing the development of the Great Park Neighborhoods. We also include amortization expense related to the intangible asset attributable to the incentive compensation provisions of the development management agreement with the Great Park Venture within management services costs and expenses. Corporate and non-project team salaries and overhead are not allocated to management services costs and expenses or to our reportable segments and are reported in selling, general, and administrative costs in the condensed consolidated statements of operations. Management services costs and expenses decreased by $8.1 million, or 75.1%, to $2.7 million for the three months ended March 31, 2022, from $10.8 million for the three months ended March 31, 2021. The decrease was mainly attributable to no intangible asset amortization expense recognized during the three months ended March 31, 2022.

Management fees—related party. Management fees decreased by $4.6 million, or 75.4%, to $1.5 million for the three months ended March 31, 2022, from $6.1 million for the three months ended March 31, 2021. Management fees incurred by the Great Park Venture are comprised of base development management fees and incentive compensation fees. In general, incentive compensation fees will be paid based on a percentage of distributions made to holders of the Great Park Venture’s percentage interests. When payments are deemed probable of being made, the Great Park Venture recognizes the expense ratably over the period services are expected to be provided. When estimates of the amount of incentive compensation probable of being paid change, the Great Park Venture records a cumulative adjustment in the period in which the estimate changes. The decrease in management fees—related party was mainly attributable to no incentive compensation fees recognized during the three months ended March 31, 2022.

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 condensed consolidated statements of operations for the three months ended March 31, 2022 and 2021.

	Three Months Ended March 31,
	2022		2021
	(in thousands)
Segment net loss from operations	$	(2,071)	$	(10,921)
Less net income of management company attributed to the Great Park segment	760		1,563
Net loss of the Great Park Venture	(2,831)		(12,484)
The Company’s share of net loss of the Great Park Venture	(1,062)		(4,682)
Basis difference (amortization) accretion	(239)		766
Equity in loss from the Great Park Venture	$	(1,301)	$	(3,916)

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Commercial Segment

We have a 75% interest in the Gateway Commercial Venture that is held through a wholly owned subsidiary of the operating company, and we serve as the manager of the Gateway Commercial Venture. However, the manager’s authority is limited. Major decisions by the Gateway Commercial Venture generally require unanimous approval by an executive committee composed of two people designated by us and two people designated by another investor. Some decisions require approval by all of the members of the Gateway Commercial Venture. We do not include the Gateway Commercial Venture as a consolidated subsidiary in our condensed consolidated financial statements. However, as a result of our 75% economic interest and our role as manager, we assess our investment in the Gateway Commercial Venture based on the financial information of the Gateway Commercial Venture in its entirety, and we include the Gateway Commercial Venture’s financial results within the Commercial segment. Additionally, the management company has been engaged by the Gateway Commercial Venture to provide property management services to the Five Point Gateway Campus. We include the management company’s results of operations related to these property management services within the Commercial segment.

The Five Point Gateway Campus is a commercial campus consisting of approximately 73 acres of land in the Great Park Neighborhoods acquired by the Gateway Commercial Venture in 2017. The Five Point Gateway Campus currently includes approximately one million square feet planned for research and development, medical and office space in four buildings. In 2020, the Gateway Commercial Venture sold three of the buildings and approximately 11 acres of land at the campus, generating $463.0 million in gross proceeds. Our corporate headquarters are located in the fourth building, which remains owned by the Gateway Commercial Venture. In addition to the fourth building, the Gateway Commercial Venture owns approximately 50 acres of commercial land with additional development rights at the campus.

The table below reconciles the Commercial segment results to the equity in earnings from our investment in the Gateway Commercial Venture that is reflected in the condensed consolidated statements of operations for the three months ended March 31, 2022 and 2021.

	Three Months Ended March 31,
	2022		2021
	(in thousands)
Segment net income from operations	$	215	$	579
Less net income of management company attributed to the Commercial segment	103		99
Net income of the Gateway Commercial Venture	112		480
Equity in earnings from the Gateway Commercial Venture	$	84	$	360

Liquidity and Capital Resources

As of March 31, 2022, we had $203.6 million of consolidated cash and cash equivalents compared to $265.5 million at December 31, 2021. As of March 31, 2022, no funds had been drawn on the operating company’s $125.0 million unsecured revolving credit facility. However, letters of credit of $0.3 million are issued and outstanding under the revolving credit facility, thus reducing the available capacity to $124.7 million.

Our short-term cash needs consist primarily of general and administrative expenses and development expenditures at Valencia and the Candlestick and The San Francisco Shipyard communities, interest payments under our senior notes and payments under a related party reimbursement obligation. Reimbursement payments may be deferred when our related party receives an extension on the maturity date of the associated EB-5 loan liability. Our related party has a history of receiving maturity date extensions, however, such further extensions are not within our control and there can be no assurance that any such extensions will be obtained in the future.

The development stages of our communities continue to require significant cash outlays on both a short-term and long-term basis, and we expect to invest significant amounts on continued horizontal development at Valencia over the next 12 months. We manage our development activities and expenditures to coincide with projected demand for homesites by our guest builders with the objective of maintaining an appropriate level of liquidity. We expect to meet our cash requirements for at least the next 12 months with available cash, in addition to proceeds from land sales in Valencia, distributions from our unconsolidated entities and collection of management fees under our management agreement with the Great Park Venture. The initial term of our development management agreement has been extended by mutual agreement of the parties through May 16, 2022. While we currently expect the development management agreement to be renewed, if we are unable to reach agreement on a renewal, or if the terms of any such renewal are less favorable to the company, our short-term cash flows may be negatively impacted. We still expect, however, to be able to meet both short-term and long-term cash obligations with our other sources of cash.

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Our long-term cash needs relate primarily to future horizontal development expenditures and investments in or vertical construction costs for properties that we may acquire or develop for our income-producing portfolio, along with debt service and general and administrative expenses. We budget our cash development costs on an annual basis. Budgeted amounts are subject to change due to delays or accelerations in construction or regulatory approvals, changes in inflation rates and other increases (or decreases) in costs. We may also modify our development plans or change the sequencing of our communities in response to changing economic conditions, consumer preferences and other factors, which could have a material impact on the timing and amount of our development costs. Budgeted amounts are expected to be funded through a combination of available cash, cash flows from our communities and reimbursements from public financing, including community facilities districts, tax increment financing and local, state and federal grants. Cash flows from our communities may occur in uneven patterns as cash is primarily generated by land sales and reimbursements, which can occur at various points over the life cycle of our communities.

We currently expect to have sufficient capital to fund the horizontal development of our communities in accordance with our development plan for several years. The level of capital expenditures in any given year may vary due to, among other things, the number of communities or neighborhoods under development and the number of planned deliveries, which may vary based on market conditions. We may seek to raise additional capital by accessing the debt or equity capital markets or with one or more revolving or term loan facilities or other public or private financing alternatives. These financings may not be available on attractive terms, or at all.

We are committed under various performance bonds and letters of credit (“LOCs”) to perform certain development activities and provide certain guarantees in the normal course of the entitlement and development process.

We had outstanding performance bonds of $288.0 million as of March 31, 2022 predominantly related to our Valencia community.

At March 31, 2022, the San Francisco Venture had outstanding guarantees benefiting a municipal agency for infrastructure and construction of certain park and open space obligations with aggregate maximum obligations of $198.3 million.

Outstanding LOCs totaled $1.3 million at both March 31, 2022 and December 31, 2021. At both March 31, 2022 and December 31, 2021, we had $1.0 million in restricted cash and certificates of deposit securing certain of our LOCs. Additionally, under our revolving credit facility, we are able to utilize undrawn capacity to support the issuance of LOCs. As of March 31, 2022, we were using approximately $0.3 million in capacity under the revolving credit facility to support LOCs.

Summary of Cash Flows

The following table outlines the primary components of net cash (used in) provided by operating, investing and financing activities (in thousands):

	Three Months Ended March 31,
	2022		2021
Operating activities	$	(57,969)	$	(52,496)
Investing activities	484		(48)
Financing activities	(4,330)		(15,930)

Cash Flows from Operating Activities. Net cash used in operating activities increased by $5.5 million for the three months ended March 31, 2022 compared to the three months ended March 31, 2021. Major components of operating cash used in both periods consist of our continued investment in horizontal development at our communities and selling, general, and administrative costs.

Cash Flows from Investing Activities. Net cash from investing activities increased by $0.5 million for the three months ended March 31, 2022 compared to net cash used in investing activities for the three months ended March 31, 2021.

For the three months ended March 31, 2022, we received a distribution of $0.5 million from the Valencia Landbank Venture, which is reflected as a return of our investment in the statement of cash flows.

Cash Flows from Financing Activities. Net cash used in financing activities was $4.3 million for the three months ended March 31, 2022 compared to $15.9 million net cash used in financing activities for the three months ended March 31, 2021.

We used $2.7 million and $2.0 million during the three months ended March 31, 2022 and 2021, respectively, to net settle share-based compensation awards with employees for tax withholding purposes. For the three months ended March 31, 2022 and 2021, in accordance with the operating company's Limited Partnership Agreement, we made noncontrolling interest tax distributions of $0.4 million and $2.9 million (net of amounts distributable to us as a partner of the operating company), respectively. We also made payments of $1.2 million and $11.0 million to reduce our related party reimbursement obligation during the three months ended March 31, 2022 and 2021, respectively.

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Changes in Capital Structure

During the three months ended March 31, 2022, our ownership percentage in the operating company decreased to 62.5%, primarily due to our reacquisition of approximately 0.4 million restricted Class A common shares from employees for income tax withholding purposes upon vesting and the forfeiture of approximately 0.8 million restricted Class A common shares held by employees that did not vest. Offsetting was our issuance of shared-based compensation in the form of 0.2 million restricted Class A common shares. The issuances, settlements and forfeitures resulted in the operating company issuing to us an equal number of Class A units of the operating company or retiring an equal number of Class A units of the operating company that we previously held.

The table below summarizes outstanding Class A units of the operating company and Class A units of the San Francisco Venture (redeemable on a one-for-one basis for Class A units of the operating company) held by us and held by noncontrolling interest members at March 31, 2022 and December 31, 2021.

	March 31, 2022	December 31, 2021
Class A units of the operating company:
Held by us	69,068,354	70,107,552
Held by noncontrolling interest members	41,363,271	41,363,271
	110,431,625	111,470,823
Class A units of the San Francisco Venture held by noncontrolling interest members	37,870,273	37,870,273
	148,301,898	149,341,096

At March 31, 2022, we had 79,233,544 Class B common shares outstanding that were held by the noncontrolling interest members of the operating company and the Class A unitholders of the San Francisco Venture. The Class B common shares will automatically convert to Class A common shares at a ratio of 0.0003 Class A common shares for each Class B common share. The conversions will occur when the holders of Class A units of the operating company, including Class A units that have been issued upon redemption of Class A units of the San Francisco Venture, are redeemed at our election for our Class A common shares or cash.

Critical Accounting Estimates

There have been no significant changes to our critical accounting estimates during the three months ended March 31, 2022 as compared to those disclosed in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which is presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

ITEM 3.    Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss from adverse changes in market prices and interest rates. Our future earnings, cash flows and fair values relative to financial instruments are dependent upon prevailing market interest rates. Our primary market risk results from our indebtedness, which bears interest at fixed rates. Although we do not currently do so, we may in the future manage our market risk on floating rate debt by entering into swap arrangements to in effect fix the rate on all or a portion of the debt for varying periods up to maturity. This would, in turn, reduce the risks of variability of cash flows created by floating rate debt and mitigate the risk of increases in interest rates. Our objective when undertaking such arrangements would be to reduce our floating rate exposure, as we do not plan to enter into hedging arrangements for speculative purposes.

As of March 31, 2022, we had outstanding consolidated net indebtedness of $619.5 million, none of which bears interest based on floating interest rates.

We have not entered into any transactions using derivative financial instruments or derivative commodity instruments.

ITEM 4.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the supervision and participation of our Chief Executive Officer and our Interim Chief Financial Officer (the “Certifying Officers”), has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2022. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to management, including our Certifying Officers and our Board of Directors, as appropriate to allow timely decisions regarding required disclosure. Based upon that evaluation, the Certifying Officers concluded that our disclosure controls and procedures were effective as of March 31, 2022.

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Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1.    Legal Proceedings

For disclosures of legal proceedings, see Note 11 to our condensed consolidated financial statements included under Part I, Item 1 of this report, which is incorporated herein by reference.

ITEM 1A.     Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in “Part I, Item 1A, Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021, which could materially affect our business, financial condition and results of operations. There have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021. The risks described in our Annual Report on Form 10-K are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition and results of operations.

ITEM 2.     Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information about the Company’s purchases of equity securities that are registered pursuant to Section 12 of the Exchange Act for the three months ended March 31, 2022:

Period	Total number of shares purchased (1)	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Maximum number of shares that may yet be purchased under the plans or programs
January 1, 2022 to January 31, 2022	417,716	$	6.55	—	—
February 1, 2022 to February 28, 2022	—	—		—	—
March 1, 2022 to March 31, 2022	—	—		—	—
	417,716	$	6.55	—	—

(1) Represents shares repurchased by the Company pursuant to provisions in agreements with recipients of restricted shares granted under our equity compensation plan that allow the Company to repurchase, or the recipient to deliver to us, the number of shares with a fair value equal to the minimum statutory tax withholding due upon vesting of the restricted shares.

ITEM 3.     Defaults Upon Senior Securities

None

ITEM 4.    Mine Safety Disclosures

Not Applicable

ITEM 5.     Other Information

None

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ITEM 6.     Exhibits

Exhibit	Exhibit Description
10.1+*	Employment Transition Agreement, dated as ofFebruary 9, 2022, by and amongLynn Jochim, Five Point Operating Company, LP, Five Point Communities Management, Inc., and Five Point Holdings, LLC.
10.2+*	Advisory Agreement, dated as ofFebruary 14, 2022, by and betweenLynn Jochimand Five Point Operating Company, LP.
31.1*	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

+    Management contract or compensatory plan or arrangement

*    Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	FIVE POINT HOLDINGS, LLC
By:		/s/ Daniel Hedigan
		Daniel Hedigan
		Chief Executive Officer
		(Principal Executive Officer)
By:		/s/ Leo Kij
		Leo Kij
		Interim Chief Financial Officer
		(Principal Financial Officer and<br><br>Principal Accounting Officer)

Date: May 9, 2022

35

Document

Exhibit 10.1

EMPLOYMENT TRANSITION AGREEMENT

This Employment Transition Agreement (the “Agreement”) is entered into by and among Lynn Jochim (“Executive”), Five Point Operating Company, LP, a Delaware limited partnership (the “Company”), Five Point Communities Management, Inc. (“FPCM”), and Five Point Holdings, LLC, the parent company of the Company and FPCM (“FPH,” and together with the Company and FPCM, the “Company Parties”), effective as of February 9, 2022 (the “Effective Date”). Executive, the Company, FPCM and FPH are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

A.Executive is the President and Chief Operating Officer (“COO”) of FPH. Executive is also an officer and an employee of FPCM.

B.The Company Parties and Executive have agreed that Executive will be resigning her positions as President and COO of FPH and leaving her employment at FPCM.

C.The Company, through its subsidiary, FPCM, desires to continue to employ Executive, and Executive desires to continue employment with the Company, through February 14, 2022 (the “Transition Date”), on the terms and conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.Employment Period.

(a)Employment Period; At-Will Employment. During the period (the “Employment Period”) commencing on the Effective Date and ending on the Transition Date, Executive shall continue to be employed by FPCM. The Company Parties and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law, and that Executive’s employment with the Company Parties at any time for any or no reason, with or without notice. If Executive’s employment terminates for any reason prior to the Transition Date, Executive shall not be entitled to any payments, benefits, awards or compensation other than as provided in this Agreement and as required by law (it being understood that the foregoing shall not be construed to limit the rights of Executive and her related parties (including, without limitation, The 2002 Jochim Family Trust) in respect of her vested equity and equity-based awards, vested employee benefits or under the Tax Receivable Agreement by and among FPH, the Company and certain other parties dated as of May 2, 2016, as amended from time to time (the “TRA”)). Executive’s employment under this Agreement shall be terminated immediately on the death of Executive.

(b)Duties and Responsibilities. During the Employment Period, Executive will continue to serve the Company Parties as an employee in the role of President and COO.

(c)Compensation During Employment Period. As compensation for the services to be rendered by Executive to the Company Parties during the Employment Period, Executive shall be paid the compensation and benefits:

(i)Base Salary. For the period commencing on the Effective Date and ending on the Transition Date, FPCM shall continue to pay to Executive her base salary in the same amount as currently paid to her (as of immediately prior to the date hereof) and payable in accordance with FPCM’s usual pay practices.

(ii)Annual Bonus. Executive shall receive a cash bonus for fiscal year 2021, equal to $2,000,000.

(iii)Benefits. Executive shall be entitled to participate in benefits under the Company Parties’ benefit plans and arrangements, including, without limitation, any employee benefit plan or arrangement made available in the future by the Company Parties to their senior employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements.

(iv)Expenses. The Company Parties shall reimburse Executive for reasonable out-of-pocket business expenses incurred in connection with the performance of her duties hereunder, subject to the Company’s existing policies and procedures for reimbursement of business-related expenses. In addition, the Company Parties shall, within 30 days of the receipt of reasonable documentation related thereto, reimburse Executive for up to $15,000 in legal fees and expenses incurred by her in connection with the negotiation and execution of this Agreement, the Advisory Agreement and any related documents or arrangements.

(v)Vacation or Paid Time Off. Executive shall be entitled to such periods of vacation or paid time off (“PTO”) each year as provided from time to time under FPCM’s vacation or PTO policy.

(vi)Equity Awards. During the Employment Period, Executive’s equity awards granted by FPH shall continue to vest in accordance with the terms of the award agreements and the FPH Amended and Restated 2016 Incentive Award Plan (the “Equity Plan”) pursuant to which such equity awards were issued (the “Equity Plan Documents”). In addition, notwithstanding anything to the contrary in the Equity Plan Documents, from and after the Transition Date (A) Executive’s unvested equity awards shall continue to vest pursuant to the terms of the Advisory Agreement in accordance with the terms of such Equity Plan Documents (as modified by the Advisory Agreement), (B) all references to Executive’s “employment” in such Equity Plan Documents shall instead be references to Executive’s and/or her affiliate’s “service” under the Advisory Agreement and all references to Executive’s “termination of employment” shall instead be references to Executive’s and/or her affiliate’s “termination of service” as an advisor pursuant to the Advisory Agreement (and similar and correlative terms will have like meanings), (C) the references to “Section 13.2(d)” of the Equity Plan in Executive’s Restricted Share Agreement dated January 15, 2020 and Executive’s Restricted Share Agreement dated September 15, 2021 shall each be construed as a reference to Section 12.2(d) of the Equity Plan, and (D) the terms “Cause” and “Good Reason” for purposes of the Equity Plan Documents with Executive shall have the meanings given to such terms in the

Advisory Agreement. The Equity Plan Documents governing Executive’s equity awards are hereby amended to be consistent with the foregoing.

2.Transition Date Matters.

(a)Resignations. Executive hereby agrees that, effective as of the Transition Date, she hereby resigns her positions of President and Chief Operating Officer of each of the Company Parties (and any of their affiliates) (and any other titles or officer positions she may hold) of the Company Parties (and any of their respective affiliates and subsidiaries), including, without limitation, her position as a member of the “Executive Committee” of any joint venture to which the Company Parties (and any of their respective affiliates or subsidiaries) are a party. Executive and FPH shall execute any additional documentation necessary to effectuate the foregoing.

(b)Compensation Through Transition Date. On the Transition Date, the Company Parties will issue to Executive her final paycheck, reflecting (i) her earned but unpaid base salary through the Transition Date, and (ii) all accrued, unused vacation pay or PTO due Executive through the Transition Date. In addition, as a result of her cessation of employment, Executive shall be entitled to receive all benefits, including continuation and conversion rights, provided upon cessation of employment under the Company Parties’ employee benefit plans and policies in accordance with the terms of such plans and policies. The amounts described in this Section 2(b) and Section 2(d) below are referred to as the “Accrued Obligations.”

(c)Fiscal Year 2021 Bonus. To the extent not paid prior to the Transition Date, Executives annual bonus (as provided in Section 1(c)(ii) above) for fiscal year 2021 will be paid at the same time as annual bonuses are paid to the executive officers of FPCM generally, but in all events prior to March 15, 2022. Such bonus will be payable to Executive regardless of whether she is employed or otherwise providing services to the Company Parties on the payment date.

(d)Expense Reimbursements. The Company Parties will reimburse Executive for any and all reasonable and necessary business expenses incurred by Executive in connection with the performance of her job duties prior to the Transition Date, which expenses shall be submitted by Executive promptly following the Transition Date and paid by the Company Parties in accordance with the Company’s existing policies and procedures.

(e)Benefits. Executive’s entitlement to health benefits from the Company Parties, and eligibility to participate in the Company Parties’ health benefit plans, shall cease on the last day of the calendar month during which the Transition Date occurs, except to the extent Executive elects to and is eligible to receive continued healthcare coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for herself and any covered dependents. Executive’s entitlement to other benefits from the Company Parties, and eligibility to participate in the Company Parties’ other benefit plans and programs, shall cease on the Transition Date.

(f)Advisory Services Following Transition Date. Following the Transition Date, Executive and/or her affiliate shall continue to serve as an advisor to the Company Parties pursuant to the terms and conditions of the Advisory Agreement of even date herewith (the “Advisory Agreement”).

(g)Severance Matters. For the avoidance of doubt, the Parties acknowledge and agree that neither the execution of this Agreement nor Executive’s cessation of employment on the Transition Date will result in any payments or other obligations from the Company Parties or any of their affiliates pursuant to FPH’s Senior Management Severance

and Change in Control Plan (the “Severance Plan”), and that, from and after the Transition Date, Executive will no longer be a “Participant” in the Severance Plan. In addition, the Parties acknowledge and agree that neither the execution of this Agreement nor Executive’s cessation of employment on the Transition Date will result in any accelerated vesting of any of Executive’s equity awards. However, notwithstanding anything herein to the contrary, if Executive’s employment ceases prior to February 14, 2022 as a result of (x) Executive’s termination of employment by FPCM without Cause, or (y) Executive’s death, (i) Executive shall be entitled to all payments and benefits (including continued vesting) due to her hereunder as if her employment with FPCM had continued in accordance with the terms hereof through the Transition Date, and (ii) Executive shall be entitled to payment and benefits (including accelerated vesting) under the Advisory Agreement as if she commenced services under the Advisory Agreement (which, solely for this purpose of giving effect to this provision, shall be deemed to become effective as of immediately prior to such termination) and her services had ceased due to a termination of her employment by FPCM without Cause or her death, as applicable, one (1) day thereafter.

3.Warranty. Executive acknowledges that, other than the compensation set forth in Sections 1(c) and 2 above paid to her as provided therein, she has or will have received all wages, accrued but unused vacation pay or paid time off, and other compensation or benefits due to her as a result of her employment with and termination of employment with the Company Parties.

4.Indemnification and D&O Coverage. Following the Transition Date, Executive will continue to be indemnified (including provisions regarding advancement of fees and expenses) on a basis that is no less favorable than the basis on which other current officers of the Company Parties are indemnified for so long as she is potentially subject to any claim or action related to her service as an officer (or in a comparable capacity) of any of the Company Parties or their affiliates. In addition, Executive will be the beneficiary of a directors and officers liability insurance that is no less favorable to Executive than the more protective of (i) the directors’ and officers’ liability insurance policy in effect as of immediately prior to the Effective Date and (ii) the directors’ and officers’ liability insurance policy in effect from time to time hereafter for senior executives and directors of the Company Parties.

5.Mutual Releases.

(a)Release By Executive. In consideration of the agreements and promises set forth herein, including the payments and benefits which Executive is eligible to receive under this Agreement and the Advisory Agreement, Executive, on behalf of herself and her executors, heirs, administrators, representatives and assigns, hereby agrees to release and forever discharge the Company Parties and all predecessors, successors and their parent corporations, affiliates, related, and/or subsidiary entities, and all of their past and present investors, directors, stockholders, officers, general or limited partners, members, employees, attorneys, agents and representatives, and the employee benefit plans in which Executive is or has been a participant by virtue of her employment with or service to the Company Parties or any affiliate (collectively, the “Company Releasees”), from any and all claims, debts, demands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys’ fees and costs), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected (collectively, “Claims”), which Executive has or may have had against such entities based on any events or circumstances arising or occurring on or prior to the date hereof or on or prior to the date hereof, arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever Executive’s employment by or service to the Company Parties or any affiliate. Notwithstanding the generality of the foregoing, Executive does not release any claim which, by law, may not be released, including the following claims: (i) Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law; (ii) Claims for workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or fund of the Company Parties or their affiliates or Claims for vested benefits under any employee benefit plan of the Company Parties or their affiliates; (iii) Claims for indemnity under any written indemnification agreement provided by the Company to Executive, or under the bylaws of any Company Party, as provided for by California law (including California Labor Code Section 2802) or Delaware law or under any applicable insurance policy with respect to Executive’s liability as an employee, director or officer (or in a comparable capacity) of the Company Parties or their affiliates; (iv) Claims for Executive’s right to bring to the attention of the Equal Employment Opportunity Commission or the California Department of Fair Employment and Housing or any other federal, state or local government agency claims of discrimination, or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state or local government agency; provided, however, that Executive does release her right to secure any damages for alleged discriminatory treatment; (v) any Claim related to her right to enforce this Agreement or the Advisory Agreement or any other agreement referenced herein or therein; and (vi) Executive’s right to communicate or cooperate with any government agency.

(b)Release By Company Parties. In consideration of Executive complying with the terms and conditions of this Agreement, each of the Company Parties hereby waive, on behalf of itself and its representatives and assigns, predecessors, successors and their parent corporations, affiliates, related, and/or subsidiary entities, and all of their past and present investors, directors, stockholders, officers, general or limited partners, employees, attorneys, agents and representatives, and the employee benefit plans in which Executive is or has been a participant by virtue of her employment with or service to the Company Parties or any affiliate their right to any Claims it might have against Executive, her family members, representatives, successors and affiliates, related, and/or subsidiary entities (including, without limitation, trusts for the benefit of Executive and her family members), and all of their past and present investors, directors, stockholders, officers, general or limited

(c)Release of Unknown Claims. EACH OF EXECUTIVE AND EACH COMPANY PARTY ACKNOWLEDGES THAT SHE OR IT HAS BEEN ADVISED OF AND ARE FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY, AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

BEING AWARE OF SAID CODE SECTION, EXECUTIVE AND EACH COMPANY PARTY HEREBY EXPRESSLY WAIVES ANY RIGHTS SHE OR IT MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.

6.Assignment; No Third Party Beneficiaries.

(a)Assignment. This Agreement and the rights and duties hereunder are personal to Executive and shall not be assigned, delegated, transferred, pledged or sold by Executive without the prior written consent of the Company Parties. Executive hereby acknowledges and agrees that the Company Parties may assign, delegate, transfer, pledge or sell this Agreement and the rights and duties hereunder to any third party (a) that acquires all or substantially all of the assets of the assets of any Company Party or (b) that is the surviving or acquiring corporation in connection with a merger, consolidation or other acquisition involving any Company Party. This Agreement shall inure to the benefit of and be enforceable by the Parties, and their respective heirs, personal representatives, successors and assigns.

(b)No Third-Party Beneficiaries. Except as provided in Section 6(a) above, (i) nothing contained in this Agreement shall create a contractual relationship with or a contractual cause of action in favor of a third party against any Party and (ii) Executive’s services under this Agreement are being performed solely for the benefit of the Company Parties, and no other party or entity shall have any contractual claim against Executive because of this Agreement or the performance or nonperformance of Services hereunder.

7.Governing Law; Venue. Any dispute, controversy, or claim of whatever nature arising out of or relating to this Agreement or breach thereof shall be governed by and interpreted under the laws of the State of California, without regard to conflict of law principles. Any suit brought hereon shall be brought in the state or federal courts sitting in Orange County, California, the Parties hereby waiving any claim or defense that such forum is not convenient or proper. Each Party hereby agrees that any such court shall have in person jurisdiction over it and consents to service of process in any manner authorized by California law.

8.Entire Agreement. This Agreement, together with the Advisory Agreement and the other agreements referenced herein and therein (including, without limitation, the Equity Plan Documents, as modified herein, and the TRA), constitutes the complete and final agreement of the Parties and supersedes any prior agreements between them, whether written or oral, with respect to the subject matter hereof, including, without limitation, any offer letter between Executive and any Company Party. Executive hereby agrees that as of the Effective Date any other such agreement or understanding is hereby terminated and shall be of no further force or effect. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the Parties.

9.Severability. The invalidity or unenforceability of any provision of this Agreement, or any terms thereof, shall not affect the validity of this Agreement as a whole, which shall at all times remain in full force and effect.

10.Notices. All notices required or permitted to be given by one Party to the other under this Agreement shall be sufficient if sent by either certified mail return receipt requested, nationally recognized courier, email or hand delivery to the Company, at its principal executive offices, and to Executive, at her address on the payroll records of the Company, or to such other address as the Party to receive the notice has designated by notice to the other Party. All notices shall be effective (a) when delivered personally, (b) when transmitted by telecopy, electronic or digital transmission with receipt confirmed, (c) the business day when delivered by a nationally recognized courier, or (d) upon receipt if sent by certified or registered mail.

11.Execution in Counterparts. This Agreement may be executed by facsimile and in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

12.Advice of Legal Counsel. Executive and Company Parties each hereby acknowledges that Executive has been represented by Rosen Bien Galvan & Grunfeld LLP as her legal counsel and Company Parties have been represented by Latham & Watkins prior to executing this Agreement. This Agreement is the product of negotiation and preparation by and among the Parties and their respective attorneys. Neither this Agreement nor any provision thereof shall be deemed prepared or drafted by one Party or another, or its attorneys, and shall not be construed more strongly against any Party.

13.Withholding and Other Deductions; Right to Seek Independent Advice. All compensation payable to Executive hereunder shall be subject to such deductions as the Company is from time to time required to make pursuant to law, governmental regulation or order. Executive acknowledges and agrees that no Company Party nor counsel for the Company Parties has provided any legal or tax advice to Executive and that Executive is free to, and is hereby advised to, consult with a legal or tax advisor of her choosing.

14.Survival. The covenants, agreements, representations and warranties contained in or made in this Agreement shall survive the Transition Date or any termination of this Agreement.

15.Waiver. The failure of either party hereto at any time to enforce performance by the other party of any provision of this Agreement shall in no way affect such party’s rights thereafter to enforce the same, nor shall the waiver by either party of any breach of any provision hereof be deemed to be a waiver by such party of any other breach of the same or any other provision hereof.

16.Section 409A. To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Internal Revenue Code (the “Code”). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable during any taxable year of Executive’s will not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth above.

COMPANY
FIVE POINT OPERATING COMPANY, LP, a Delaware limited partnership
By:	/s/ Michael Alvarado
Name:	Michael Alvarado
Title:	Chief Legal Officer
FPH
FIVE POINT HOLDINGS, LLC, a Delaware limited liability company
By:	/s/ Michael Alvarado
Name:	Michael Alvarado
Title:	Chief Legal Officer
FPCM
FIVE POINT COMMUNITIES MANAGEMENT, INC., a Delaware corporation
By:	/s/ Michael Alvarado
Name:	Michael Alvarado
Title:	Chief Legal Officer
EXECUTIVE
/s/ Lynn Jochim
Lynn Jochim, an individual

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Document

Exhibit 10.2

ADVISORY AGREEMENT

THIS ADVISORY AGREEMENT (the “Agreement”) is dated for reference purposes as of February 14, 2022, by and between Five Point Operating Company, LP, a Delaware limited partnership (the “Company”), and Lynn Jochim, an individual (the “Advisor”).

RECITALS

A.Advisor is the President and Chief Operating Officer (“COO”) of Five Point Holdings, LLC (“FPH”), the parent company of the Company. Advisor is also an officer and employee of the Company’s subsidiary, Five Point Communities Management, Inc. (“FPCM”).

B.Through certain subsidiaries or joint ventures, the Company owns and develops some of the largest mixed-use, planned communities in California, including projects in San Francisco, Los Angeles and Orange Counties (individually, a “Project” and collectively, the “Projects”).

C.The Company and Advisor have announced that as of the “Effective Date” (defined below), Advisor will be resigning her positions as President and COO of FPH and leaving her employment at FPCM.

D.Given Advisor’s knowledge of the Projects and the markets in which they are located, and her expertise in entitling, planning, developing and operating communities of this size and scale, the Company desires to engage Advisor as an advisor to the Company following the resignation and cessation of service described above, pursuant to the terms and conditions set forth in this Agreement. The Company and Advisor are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

AGREEMENT

NOW, THEREFORE, in consideration of the mutual agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.Effectiveness. This Agreement shall become effective (the “Effective Date”) as of immediately following the date the Advisor’s resignation and cessation of service of the Advisor as President and COO is effective, which is determined to be as of February 14, 2022, unless it otherwise becomes effective as provided in Section 2(g) of the Transition Agreement (as defined below).

2.Services and Compensation.

(a)During the term of this Agreement, the Advisor shall serve as an advisor to the Company and shall perform such services as are mutually agreed upon between the Advisor, on the one hand, and the Company, on the other hand, which may include periodically assessing future entitlements and business plans for the Company and its affiliates (collectively, the “Services”). The Parties hereby agree that the Services provided hereunder do not include “lobbying” as that term is defined under state law (including the Political Reform Act, Gov. Code Section 81000 et seq.) or local law (including any municipal code of any County or City). Neither Advisor nor the Company shall classify payments made to Advisor hereunder as payments made to lobbyists or lobbying firms on any lobby disclosure reports filed by Advisor or the Company. If a question arises regarding lobbying activities, the Company and Advisor agree to discuss immediately and take appropriate action, including

amendments to this Agreement and compensation paid or payable to Advisor to conform to applicable law. Advisor shall provide the Services at such locations as Advisor determines are appropriate; provided that Advisor agrees to make herself reasonably available for meetings at the Company’s headquarters if required in connection with the Services as provided in Section 2(b) below.

(b)In connection with the Advisor’s Services to the Company, the Advisor agrees to: (i) perform Services periodically as may be reasonably necessary to perform her duties hereunder; (ii) be available for consultation on reasonable prior notice; and (iii) be available to attend meetings at the Company’s headquarters on reasonable prior notice. The Advisor agrees to perform the Services and any other obligations or activities hereunder in accordance with: (i) the terms of this Agreement; (ii) all applicable laws, statutes, rules, regulations, ordinances and other pronouncements having the binding effect of law of any applicable government authority, court, tribunal, arbitrator, agency, legislative body or commission; and (iii) all Company written policies, written procedures and written guidance memoranda provided to the Advisor in connection with the Advisor’s performance under this Agreement.

(c)In consideration for the performance of the Services during the term of this Agreement, the Company shall pay to the Advisor a cash retainer upon the terms and conditions set forth on Exhibit A attached hereto and Advisor shall continue to vest in her outstanding equity awards as set forth on Exhibit A attached hereto in accordance with their terms (as modified by the Transition Agreement and this Agreement).

(d)The Company shall reimburse the Advisor for reasonable expenses, such as travel, lodging, and meal expenses, incurred by the Advisor at the Company’s request or with the Company’s approval, consistent with the Company’s generally applicable policies for reimbursement of employee expenses, within thirty (30) days after submission of reasonably detailed supporting documentation.

(e)Advisor acknowledges and agrees that, except as provided in this Section 2 or Section 4 below, or in the Employment Transition Agreement, dated as of the date hereof, between the Parties (the “Transition Agreement”), no other amounts, fees, bonuses, equity awards, benefits or other form of compensation, whether monetary or otherwise, shall become due and owing from the Company to Advisor resulting from Advisor’s performance of the Services, unless set forth in writing and signed by the Chairman of the Board.

3.Other Employment/Other Business Opportunities; Non-Disparagement.

(a)The Parties hereby acknowledge and agree: (i) that nothing contained herein shall prevent or otherwise restrict the Advisor from employment with other companies, including companies that may engage in the same or similar business activities or lines of business in which the Company or its subsidiaries or affiliates now engages or proposes to engage; and (ii) that Advisor shall not have any duty to refrain from directly or indirectly (A) engaging in the same or similar business activities or lines of business in which the Company or any of its subsidiaries or affiliates now engages or proposes to engage or (B) otherwise competing with the Company or any of its subsidiaries or affiliates.

(b)Advisor hereby agrees and covenants that at no time will she make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning FPH or any of its subsidiaries, affiliates or its businesses, or any of their respective employees, directors, officers, or existing and prospective customers, suppliers, investors, and other associated third parties. Company hereby agrees and covenants that at no time will Company or any of its directors or officers acting on its behalf make, publish, or communicate to any person or entity or in any public

forum any defamatory or disparaging remarks, comments, or statements concerning Advisor or her employment or performance at FPH. This section does not, in any way, restrict or impede Advisor from exercising protected rights to the extent that such rights cannot be waived by agreement, including but not limited to Advisor’s Section 7 rights under the National Labor Relations Act or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency. Advisor shall promptly provide written notice of any such order to FPH’s Chief Legal Officer.

4.Term and Termination.

(a)The term of this Agreement shall commence on the Effective Date and shall continue in effect until the date (“Termination Date”) which is the first to occur of the following: (i) the third (3rd) anniversary of the Effective Date (the “Natural Expiration Date”), (ii) the thirtieth (30th) calendar day after a Party receives a written notice from the other Party terminating this Agreement, which termination may be with or without Cause and with or without Good Reason, or (iii) the date of a Change in Control.

(b)Upon such termination all rights and duties of the Parties toward each other shall cease except that:

(i)If the Company terminates this Agreement without Cause or Advisor terminates this Agreement for Good Reason prior to the Natural Expiration Date, (A) Advisor shall be paid, on or prior to the effective date of termination, all amounts that would otherwise be paid to the Advisor if the Advisor continued to provide the Services through the Natural Expiration Date and unpaid expenses, if any, payable to Advisor in accordance with the provisions of Section 2(d) hereof, and (B) notwithstanding anything to the contrary contained in the Equity Plan Documents (as defined in Exhibit A), with respect to any equity awards the vesting of which is time-based (the “Time-Based Equity Awards”), Advisor shall vest in such awards effective as of the termination of this Agreement;

(ii)If the Company terminates this Agreement for Cause or Advisor terminates this Agreement without Good Reason prior to the Natural Expiration Date, (A) Advisor shall be paid, within thirty (30) days after the effective date of termination, all amounts owing to the Advisor for Services completed prior to and including the Termination Date and unpaid expenses, if any, payable to Advisor in accordance with the provisions of Section 2(d) hereof, and (B) notwithstanding anything to the contrary contained in the Equity Plan Documents, all of Advisor’s unvested equity awards shall terminate;

(iii)If Advisor’s services under this Agreement cease as a result of Advisor’s death or Disability prior to the Natural Expiration Date, (A) Advisor shall be paid, within thirty (30) days after the effective date of cessation, all amounts that would otherwise be paid to the Advisor up to the date of death or Disability, and unpaid expenses, if any, payable to Advisor in accordance with the provisions of Section 2(d) hereof, and (B) notwithstanding anything to the contrary contained in the Equity Plan Documents, with respect to any Time-Based Equity Awards, Advisor shall vest in such awards effective as of the termination of this Agreement;

(iv)If this Agreement terminates as a result of a Change in Control prior to the Natural Expiration Date, (A) Advisor shall be paid, on or prior to the effective date of the Change in Control, all amounts that would otherwise be paid to the Advisor if the Advisor continued to provide the Services through the Natural Expiration Date and unpaid expenses, if any, payable to Advisor in accordance with the provisions of Section 2(d) hereof, and (B) notwithstanding anything to the contrary contained in the Equity Plan Documents,

with respect to any Time-Based Equity Awards, Advisor shall vest in such awards effective as of the termination of this Agreement;

(v)For purposes hereof, (A) “Cause” shall mean (1) Advisor’s willful and continued failure substantially to perform the Services under this Agreement (other than any such failure resulting from Advisor’s incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to Advisor by the Company, which demand specifically identifies the manner in which the Company believes that Advisor has not substantially performed the Services, unless Advisor corrects the circumstances constituting Cause within thirty (30) days following the date such written demand is delivered to Advisor; (2) Advisor’s engaging in any material act of dishonesty, fraud, embezzlement or misrepresentation that was or is likely to be demonstrably and materially injurious to the Company or any affiliate of the Company; (3) Advisor’s knowing violation of any federal or state law or regulation applicable to the Company’s (or any affiliate’s) business that was or is likely to be demonstrably and materially injurious to the Company; or (4) Advisor’s conviction of, or plea of nolo contendere to, any felony or crime of moral turpitude; (B) “Good Reason” shall mean any action or inaction that constitutes a material breach by the Company or any of its affiliates of its obligations to the Advisor under this Agreement (including, without limitation, any reduction in the amount payable, or failure to provide any vesting or other benefit, hereunder, or imposition of a requirement inconsistent with the last sentence of Section 2(a), above, provided that the Advisor provides written notice to the Company of Advisor’s intention to terminate this Agreement for Good Reason within ninety (90) days of any such action or inaction, which notice specifically identifies the circumstances constituting Good Reason, the Company fails to eliminate the conditions constituting Good Reason within thirty (30) days after receipt of such written notice, and Advisor terminates this Agreement within thirty (30) days following the expiration of such cure period; (C) “Disability” shall mean a condition such that Advisor would be considered disabled for the purposes of Section 409A of the Internal Revenue Code of 1986, as amended; and (D) “Change in Control” shall have the meaning given to such term in the FPH Amended and Restated 2016 Incentive Award Plan (the “Equity Plan”);

(vi)In the event of termination of this Agreement for Cause, the Parties acknowledge and agree that the Parties, or any of them, shall be entitled to the rights and remedies under this Agreement, in addition to any other right or remedy to which they are entitled at law or in equity; and

(c)Sections 2(c) and 2(d) (with respect to payments Advisor is owed as provided in Section 4(b) above) and Sections 3 through 15 hereof shall survive termination of this Agreement.

5.Confidentiality. Advisor acknowledges and understands that all information relating in any way to the Company or its business or affairs, whether written or oral, obtained by Advisor in connection with the Services and any information regarding the nature and extent of the Services (“Confidential Information”), shall, unless otherwise specified by the Company in writing, be deemed confidential. Advisor further acknowledges and understands that Advisor’s unauthorized disclosure of any Confidential Information would be extremely prejudicial to the Company. Therefore, Advisor shall not disclose to any person or entity any Confidential Information unless such disclosure is authorized in writing by the Company or permissible under applicable law. If Advisor discloses or threatens to disclose Confidential Information in violation of her obligations under this Section 5(a), the Company shall be entitled to seek temporary or permanent injunctive relief prohibiting the disclosure of such Confidential Information. If Advisor is served with any subpoena or other legal process (including any legal process commenced by the SEC or any other governmental agency) seeking the compelled disclosure of the Company’s Confidential Information, Advisor shall

notify the Company within twenty-four (24) hours after Advisor’s receipt of such legal process. The Company may, in its sole and absolute discretion and at the Company’s sole expense, contest the disclosure of such Confidential Information sought under such legal process. Only after a final order of a court of competent jurisdiction requiring the disclosure of such Confidential Information may Advisor disclose such Confidential Information as required by law. This prohibition of disclosure of Confidential Information shall survive the termination of this Agreement.

6.Independent Contractor. The Advisor expressly acknowledges and agrees that she is solely an independent contractor and the Advisor shall not be construed to be an employee of the Company. The Advisor shall have no authority to act on behalf of or to enter into any contract, incur any liability or make any representation on behalf of the Company. The Company shall not be obligated to (a) pay on the account of the Advisor, any unemployment tax or other taxes required under the law to be paid with respect to employees, (b) withhold any monies from the fees of the Advisor for income tax purposes or (c) provide the Advisor with any benefits, including without limitation health, welfare, pension, retirement, or any kind of insurance benefits, including workers’ compensation insurance. The Advisor acknowledges and agrees that the Advisor is obligated to report as income all compensation received by the Advisor pursuant to this Agreement, and to pay all self-employment and other taxes thereon.

7.Assignment; No Third Party Beneficiaries.

(a)Assignment. This Agreement and the rights and duties hereunder are personal to the Advisor and shall not be assigned, delegated, transferred, pledged or sold by the Advisor without the prior written consent of the Company; provided that the Advisor may without the written consent of the Company assign any or all of her rights and/obligations hereunder to any limited liability company if (i) she is (and remains) the sole owner of such limited liability company, and (ii) as a condition to such assignment such limited liability company agrees to provide that the Services provided hereunder will be provided personally by Lynn Jochim. In the event of any such assignment of this Agreement, references herein to the Advisor shall be deemed to refer to such limited liability entity, mutatis mutandis; provided, however, that (w) (I) the references to Advisor in the definition of Cause shall refer to actions or omissions by Lynn Jochim and/or any such limited liability entity, (II) the references to Advisor in the definition of Disability shall continue to refer to Lynn Jochim, (III) the references to Advisor’s death shall continue to refer to Lynn Jochim, and (IV) subject to Section 10.3 of the Equity Plan, no such assignment shall be an assignment of the equity awards held by Advisor, which shall remain in Lynn Jochim’s name (it being understood that Advisor’s continued Services shall constitute continued service for purposes of Lynn Jochim’s equity awards referenced herein as if Lynn Jochim continued to directly provide the Services), (y) any ordinary income arising as a result of the vesting or distribution of the equity awards held by Advisor will be reported as recognized by Lynn Jochim on the applicable tax reporting form, subject to any applicable tax withholding, and (z) Lynn Jochim will remain responsible for paying to the Company or one of its affiliates any amount of any applicable withholding taxes required to be withheld with respect to the vesting or distribution of any of the equity awards granted to her by FPH to the extent that any such withholding taxes are not otherwise satisfied by any such limited liability entity.

(b)The Advisor hereby acknowledges and agrees that the Company may assign, delegate, transfer, pledge or sell this Agreement and the rights and duties hereunder to any third party (a) that acquires all or substantially all of the assets of the Company or FPH or (b) that is the surviving or acquiring corporation in connection with a merger, consolidation or other acquisition involving the Company or FPH, provided that if any such transaction constitutes a Change in Control, this Agreement shall terminate pursuant to Section 4(a) and

the Advisor shall be eligible for the payments under Section 4(b)(iv) as a result of such Change in Control. This Agreement shall inure to the benefit of and be enforceable by the Parties, and their respective heirs, personal representatives, successors and assigns.

(c)No Third-Party Beneficiaries. Except as provided in Section 7(a) above, (i) nothing contained in this Agreement shall create a contractual relationship with or a contractual cause of action in favor of a third party against either the Company or Advisor and (ii) Advisor’s services under this Agreement are being performed solely for the Company’s benefit, and no other party or entity shall have any contractual claim against Advisor because of this Agreement or the performance or nonperformance of Services hereunder.

8.Indemnification; Limitation on Liabilities.

(a)The Advisor shall continue to have (i) any rights to indemnification (including advancement of fees and expenses) the Advisor may have from the Company or its affiliates under Delaware or California law as a result of the service by Advisor as an officer of FPH prior to, on and after the Effective Date or pursuant to the terms of the indemnification agreement between the Advisor and the Company (or any of its affiliates), and (ii) the benefits of coverage under one or more directors’ and officers’ liability insurance policies, in each case, on a basis that is not less favorable than that which is provided to currently serving officers of FPH, the Company and FPCM.

(b)To the fullest extent permitted by law, the Company shall indemnify, defend, protect and hold harmless Advisor and her affiliates (collectively the “Advisor Indemnified Parties”), from any and all losses, costs, expenses, reasonable attorneys’ fees and other costs of defense incurred in defending against any claim(s) or in enforcing this indemnity and defense obligation, liabilities, claims, court costs, demands, debts, causes of action, fines, judgments and penalties (individually, a “Liability” and collectively, “Liabilities”), which may arise from or relate to the performance of the Services or the Projects but in any event excluding any Liability to the extent arising from or relating to the fraud, gross negligence or willful misconduct of Advisor or her affiliates.

(c)To the fullest extent permitted by law, Advisor shall indemnify, defend, protect and hold harmless the Company and its affiliates (collectively the “Five Point Indemnified Parties”), from any and all Liabilities to the extent arising from or relating to the fraud or willful misconduct of Advisor or her affiliates.

(d)LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE PARTIES BE LIABLE HEREUNDER FOR ANY LOST PROFITS OR LOST BUSINESS OR FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES OF ANY KIND, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, AND REGARDLESS OF WHETHER THE PARTIES HAVE BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

9.Governing Law; Venue. Any dispute, controversy, or claim of whatever nature arising out of or relating to this Agreement or breach thereof shall be governed by and interpreted under the laws of the State of California, without regard to conflict of law principles. Any suit brought hereon shall be brought in the state or federal courts sitting in Orange County, California, the Parties hereby waiving any claim or defense that such forum is not convenient or proper. Each Party hereby agrees that any such court shall have in person jurisdiction over it and consents to service of process in any manner authorized by California law.

10.Entire Agreement. This Agreement, together with the Transition Agreement, the Equity Plan Documents and the other agreements referenced herein and therein, constitutes the complete and final agreement of the Parties and supersedes any prior agreements between them, whether written or oral, with respect to the subject matter hereof. The Advisor hereby agrees that as of the Effective Date any other such agreement or understanding is hereby terminated and shall be of no further force or effect. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the Parties.

11.Severability. The invalidity or unenforceability of any provision of this Agreement, or any terms thereof, shall not affect the validity of this Agreement as a whole, which shall at all times remain in full force and effect.

12.Notices. All notices required or permitted to be given by one Party to the other under this Agreement shall be sufficient if sent by either certified mail return receipt requested, nationally recognized courier, email or hand delivery to the Company, at its principal executive offices, and to the Advisor, at her address on the payroll records of the Company, or to such other address as the Party to receive the notice has designated by notice to the other Party. All notices shall be effective (a) when delivered personally, (b) when transmitted by telecopy, electronic or digital transmission with receipt confirmed, (c) the business day when delivered by a nationally recognized courier, or (d) upon receipt if sent by certified or registered mail.

13.Execution in Counterparts. This Agreement may be executed by facsimile and in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

14.Advice of Legal Counsel. Advisor and Company each hereby acknowledges that Advisor has been represented by Rosen Bien Galvan & Grunfeld LLP as her legal counsel and Company has been represented by Latham & Watkins prior to executing this Agreement. This Agreement is the product of negotiation and preparation by and among the Parties and their respective attorneys. Neither this Agreement nor any provision thereof shall be deemed prepared or drafted by one Party or another, or its attorneys, and shall not be construed more strongly against any Party.

15.Section 409A. To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Internal Revenue Code (the “Code”). To the extent that any provision of the Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Advisor’s taxable year following the taxable year in which Advisor incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable during any taxable year of Advisor’s will not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Advisor’s, and Advisor’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth above.

COMPANY
FIVE POINT OPERATING COMPANY, LP, a Delaware limited partnership
By:	/s/ Michael Alvarado
Name:	Michael Alvarado
Title:	Chief Legal Officer
ADVISOR
/s/ Lynn Jochim
Lynn Jochim, an individual

EXHIBIT A

FEE SUMMARY:

Annual Retainer:

Annual retainer in the amount of One Million Dollars ($1,000,000.00), which shall be payable monthly as provided below.

Manner & Timing of Payment of

Compensation:

The annual retainer will be paid in monthly installments of Eighty-three Thousand Three Hundred Thirty-three Dollars and Thirty-three Cents ($83,333.33) per month, payable in advance on the first day of each month during the term of this Agreement, provided that the payment for the first month (or partial month, if applicable) of the term of this Agreement shall be due and payable within fifteen days of the mutual execution and delivery of this Agreement. The monthly retainer shall be prorated for any partial month during the term of this Agreement.

Submission of Invoices:

Mail/Deliver Hard Copy to: Five Point Operating Company Attention: Accounts Payable 2000 FivePoint, 4th Floor Irvine, CA 92618

EQUITY AWARD SUMMARY:

Equity Awards:

During the term of this Agreement, Advisor’s equity awards granted by FPH shall continue to vest in accordance with the terms of the award agreements and the Equity Plan (the “Equity Plan Documents”) pursuant to which such equity awards were issued. In addition, notwithstanding anything to the contrary in the Equity Plan Documents, from and after the Effective Date (A) except as modified herein, Advisor’s unvested equity awards shall continue to vest during the term of her services pursuant to this Agreement in accordance with the terms of the Equity Plan Documents, subject to accelerated vesting during the term of this Agreement as provided in Section 4 above, (B) all references to Advisor’s “employment”

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in the Equity Plan Documents shall instead be references to Advisor’s “service” under this Agreement and all references to Advisor’s “termination of employment” shall instead be references to Advisor’s “termination of service” as an advisor pursuant to this Agreement (and similar and correlative terms will have like meanings), and (c) the terms “Cause” and “Good Reason” for purposes of the Equity Plan Documents with Advisor shall have the meanings given to such terms in this Agreement. The Equity Plan Documents governing Executive’s equity awards are hereby amended to be consistent with the foregoing. For the avoidance of doubt, the Parties acknowledge and agree that neither the execution of this Agreement nor Advisor’s termination of employment on the Effective Date will result in any accelerated vesting of any of Advisor’s equity awards.

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Document

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a14(a) AND 15d14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Daniel Hedigan, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Five Point Holdings, LLC;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2022	/s/ Daniel Hedigan
	Daniel Hedigan
	Chief Executive Officer
	(Principal Executive Officer)

Document

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a14(a) AND 15d14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Leo Kij, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Five Point Holdings, LLC;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2022	/s/ Leo Kij
	Leo Kij
	Interim Chief Financial Officer
	(Principal Financial and Accounting Officer)

Document

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Five Point Holdings, LLC (the “Company”) on Form 10-Q for the period ended March 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
---	---
Date:	May 9, 2022	/s/ Daniel Hedigan
---	---	---
		Daniel Hedigan
		Chief Executive Officer<br><br>(Principal Executive Officer)

A signed original of this written statement as required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Document

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Five Point Holdings, LLC (the “Company”) on Form 10-Q for the period ended March 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
---	---
Date:	May 9, 2022	/s/ Leo Kij
---	---	---
		Leo Kij
		Interim Chief Financial Officer<br><br>(Principal Financial and Accounting Officer)

A signed original of this written statement as required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.