8-K
Five Point Holdings, LLC (FPH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
November 10, 2020
Date of report (date of earliest event reported)
FIVE POINT HOLDINGS, LLC
(Exact name of registrant as specified in its charter)
| Delaware | 001-38088 | 27-0599397 | ||||||
|---|---|---|---|---|---|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (I.R.S. Employer<br>Identification No.) | 15131 Alton Parkway | 4th Floor | Irvine | California | 92618 | |
| --- | --- | --- | --- | --- | ||||
| (Address of Principal Executive Offices) | (Zip code) |
(949) 349-1000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| Class A common shares | FPH | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 2.02. Results of Operations and Financial Condition.
On November 10, 2020, Five Point Holdings, LLC issued a press release announcing its results of operations for the three months ended September 30, 2020. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press Release, dated November 10, 2020 |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized.
Date: November 10, 2020
| FIVE POINT HOLDINGS, LLC | |
|---|---|
| By: | /s/ Michael Alvarado |
| Name: | Michael Alvarado |
| Title: | Chief Legal Officer, Vice President and Secretary |
Document
Exhibit 99.1
Five Point Holdings, LLC Reports Third Quarter 2020 Results
Third Quarter 2020 Highlights
•Consolidated net income of $36.4 million and an increase in cash of approximately $55 million.
•Cash distributions of $80.3 million received from Gateway Commercial Venture from proceeds generated by the sale of two buildings at the Five Point Gateway Campus for a purchase price of $355 million.
•Company maintains liquidity of $395.2 million at September 30, 2020.
Irvine, CA, November 10, 2020 (Business Wire) – Five Point Holdings, LLC (“Five Point” or the “Company”) (NYSE:FPH), an owner and developer of large mixed-use, master-planned communities in California, today reported its third quarter 2020 results. Emile Haddad, Chairman and CEO, said, “We are pleased to present our third quarter results where we improved our cash position by $55 million and generated consolidated net income of $36.4 million. We are seeing continued strength in our markets evidenced by the rate of sales at our Great Park Neighborhoods community, the interest from homebuilders in Valencia and the reported home price appreciation in both the Los Angeles County and Orange County markets.”
Third Quarter 2020 Consolidated Results
Liquidity and Capital Resources
As of September 30, 2020, total liquidity of $395.2 million was comprised of cash and cash equivalents totaling $270.6 million and borrowing availability of $124.7 million under our $125.0 million unsecured revolving credit facility. Total capital was $1.9 billion, reflecting $3.0 billion in assets and $1.1 billion in liabilities and redeemable noncontrolling interests.
Results of Operations for the Three Months Ended September 30, 2020
Revenues. Revenues of $8.4 million for the three months ended September 30, 2020 were primarily generated from management services.
Equity in earnings from unconsolidated entities. Equity in earnings from unconsolidated entities was $52.4 million for the three months ended September 30, 2020, comprised of a $4.2 million loss from our 37.5% percentage interest in the Great Park Venture and earnings of $56.6 million from our 75% interest in the Gateway Commercial Venture.
Selling, general, and administrative. Selling, general, and administrative expenses were $17.7 million for the three months ended September 30, 2020.
Net income. Consolidated net income for the quarter was $36.4 million. The net income attributable to noncontrolling interests totaled $19.5 million, resulting in net income attributable to the Company of $17.0 million.
Segment Results
Valencia Segment (formerly Newhall). Selling, general, and administrative expenses were $2.8 million for the three months ended September 30, 2020.
San Francisco Segment. Selling, general, and administrative expenses were $2.0 million for the three months ended September 30, 2020.
Great Park Segment. The Great Park segment’s net loss for the quarter was $10.2 million, which included net income of $1.8 million from management services and a net loss of $12.0 million attributed to the Great Park Venture. We do not include the Great Park Venture as a consolidated subsidiary in our consolidated financial statements but rather account for it as an equity method investee. After adjusting to account for a difference in investment basis, the Company’s equity in loss from the Great Park Venture was $4.2 million for the three months ended September 30, 2020.
Commercial Segment. In August 2020, the Gateway Commercial Venture closed on the sale of two buildings, comprising a total of approximately 660,000 square feet of research and development space currently leased to a subsidiary of Broadcom Inc. for a purchase price of $355.0 million. The sale of the buildings, which had a carrying value of approximately $278.0 million, resulted in a gain of approximately $74.8 million, net of transaction costs. Concurrently, the Gateway Commercial Venture made a debt payment of $245.0 million to its lender and made total distributions to its members of approximately $107.0 million, of which approximately $80.3 million was distributed to us. Segment net income was approximately $75.6 million, which included net income of $0.1 million from management services and net income of $75.5 million attributed to the Gateway Commercial Venture. We do not include the Gateway Commercial Venture as a consolidated subsidiary in our consolidated financial statements but rather account for it as an equity method investee. Our share of equity in earnings from the Gateway Commercial Venture totaled $56.6 million for the three months ended September 30, 2020.
Conference Call Information
In conjunction with this release, Five Point will host a conference call today, Tuesday, November 10, 2020 at 5:00 pm Eastern Time. Emile Haddad, President and Chief Executive Officer, and Erik Higgins, Vice President and Chief Financial Officer, will host the call. Interested investors and other parties can listen to a live Internet audio webcast of the conference call that will be available on the Five Point website at ir.fivepoint.com. The conference call can also be accessed by dialing (866) 248-8441 (domestic) or (720) 452-9102 (international). A telephonic replay will be available starting approximately two hours after the end of the call by dialing (844) 512-2921, or for international callers, (412) 317-6671. The passcode for the live call and the replay is 2148805 The telephonic replay will be available until 11:59 p.m. Eastern Time on November 24, 2020.
About Five Point
Five Point, headquartered in Irvine, California, designs and develops large mixed-use, master-planned communities in Orange County, Los Angeles County, and San Francisco County that combine residential, commercial, retail, educational, and recreational elements with public amenities, including civic areas for parks and open space. Five Point’s communities include the Great Park Neighborhoods® in Irvine, Valencia® (formerly known as Newhall Ranch®) in Los Angeles County, and Candlestick® and The San Francisco Shipyard® in the City of San Francisco. These communities are designed to include approximately 40,000 residential homes and approximately 23 million square feet of commercial space.
Forward-Looking Statements
This press release contains forward-looking statements that are subject to risks and uncertainties. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. When used, the words “anticipate,” “believe,” “expect,” “intend,” “may,” “might,” “plan,” “estimate,” “project,” “should,” “will,” “would,” “result” and similar expressions that do not relate solely to historical matters are intended to identify forward-looking statements. This press release may contain forward-looking statements regarding: our expectations of our future revenues, costs and financial performance; future demographics and market conditions in the areas where our communities are located; the outcome of pending litigation and its effect on our operations; the timing of our development activities; and the timing of future real estate purchases or sales. We caution you that any forward-looking statements included in this press release are based on our current views and information currently available to us. Forward-looking statements are subject to risks, trends, uncertainties and factors that are beyond our control. Some of these risks and uncertainties are described in more detail in our filings with the SEC, including our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q, under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. We caution you therefore against relying on any of these forward-looking statements. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. They are based on estimates and assumptions only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes, except as required by applicable law.
Investor Relations:
Bob Wetenhall, 949-349-1087
bob.wetenhall@fivepoint.com
or
Media:
Steve Churm, 949-349-1034
steve.churm@fivepoint.com
Source: Five Point Holdings, LLC
FIVE POINT HOLDINGS, LLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
(Unaudited)
| Three Months Ended<br>September 30, | Nine Months Ended<br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||
| REVENUES: | ||||||||
| Land sales | $ | 42 | $ | 9 | $ | 17,076 | $ | 74 |
| Land sales—related party | 2 | 229 | 14 | 695 | ||||
| Management services—related party | 7,999 | 11,458 | 22,557 | 33,689 | ||||
| Operating properties | 334 | 318 | 2,257 | 3,016 | ||||
| Total revenues | 8,377 | 12,014 | 41,904 | 37,474 | ||||
| COSTS AND EXPENSES: | ||||||||
| Land sales | — | — | 11,861 | — | ||||
| Management services | 6,120 | 7,699 | 16,587 | 22,794 | ||||
| Operating properties | 764 | 1,388 | 4,408 | 4,488 | ||||
| Selling, general, and administrative | 17,656 | 25,863 | 58,594 | 77,629 | ||||
| Total costs and expenses | 24,540 | 34,950 | 91,450 | 104,911 | ||||
| OTHER INCOME: | ||||||||
| Interest income | 71 | 1,724 | 1,303 | 6,494 | ||||
| Gain on settlement of contingent consideration—related party | — | — | — | 64,870 | ||||
| Miscellaneous | 91 | 7 | 267 | 26 | ||||
| Total other income | 162 | 1,731 | 1,570 | 71,390 | ||||
| EQUITY IN EARNINGS (LOSS) FROM UNCONSOLIDATED ENTITIES | 52,423 | (1,750) | 45,417 | 4,463 | ||||
| INCOME (LOSS) BEFORE INCOME TAX (PROVISION) BENEFIT | 36,422 | (22,955) | (2,559) | 8,416 | ||||
| INCOME TAX (PROVISION) BENEFIT | — | — | — | (1,266) | ||||
| NET INCOME (LOSS) | 36,422 | (22,955) | (2,559) | 7,150 | ||||
| LESS NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 19,458 | (12,292) | (1,349) | 4,517 | ||||
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ | 16,964 | $ | (10,663) | $ | (1,210) | $ | 2,633 |
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE | ||||||||
| Basic | $ | 0.25 | $ | (0.16) | $ | (0.02) | $ | 0.04 |
| Diluted | $ | 0.25 | $ | (0.16) | $ | (0.02) | $ | 0.04 |
| WEIGHTED AVERAGE CLASS A SHARES OUTSTANDING | ||||||||
| Basic | 66,746,065 | 66,276,694 | 66,709,190 | 66,248,431 | ||||
| Diluted | 142,866,245 | 66,276,694 | 68,848,283 | 145,456,670 | ||||
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY PER CLASS B SHARE | ||||||||
| Basic and diluted | $ | 0.00 | $ | (0.00) | $ | (0.00) | $ | 0.00 |
| WEIGHTED AVERAGE CLASS B SHARES OUTSTANDING | ||||||||
| Basic | 79,233,544 | 79,275,234 | 79,233,544 | 79,204,883 | ||||
| Diluted | 79,233,544 | 79,275,234 | 79,233,544 | 79,276,016 |
FIVE POINT HOLDINGS, LLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except shares)
(Unaudited)
| September 30, 2020 | December 31, 2019 | |||
|---|---|---|---|---|
| ASSETS | ||||
| INVENTORIES | $ | 2,021,155 | $ | 1,889,761 |
| INVESTMENT IN UNCONSOLIDATED ENTITIES | 441,737 | 533,239 | ||
| PROPERTIES AND EQUIPMENT, NET | 33,018 | 32,312 | ||
| INTANGIBLE ASSET, NET—RELATED PARTY | 73,269 | 80,350 | ||
| CASH AND CASH EQUIVALENTS | 270,580 | 346,833 | ||
| RESTRICTED CASH AND CERTIFICATES OF DEPOSIT | 1,330 | 1,741 | ||
| RELATED PARTY ASSETS | 100,478 | 97,561 | ||
| OTHER ASSETS | 21,357 | 22,903 | ||
| TOTAL | $ | 2,962,924 | $ | 3,004,700 |
| LIABILITIES AND CAPITAL | ||||
| LIABILITIES: | ||||
| Notes payable, net | $ | 617,198 | $ | 616,046 |
| Accounts payable and other liabilities | 138,066 | 167,711 | ||
| Related party liabilities | 118,897 | 127,882 | ||
| Deferred income tax liability, net | 11,628 | 11,628 | ||
| Payable pursuant to tax receivable agreement | 173,248 | 172,633 | ||
| Total liabilities | 1,059,037 | 1,095,900 | ||
| REDEEMABLE NONCONTROLLING INTEREST | 25,000 | 25,000 | ||
| CAPITAL: | ||||
| Class A common shares; No par value; Issued and outstanding: 2020—69,051,284 shares; 2019—68,788,257 shares | ||||
| Class B common shares; No par value; Issued and outstanding: 2020—79,233,544 shares; 2019—79,233,544 shares | ||||
| Contributed capital | 575,412 | 571,532 | ||
| Retained earnings | 41,439 | 42,844 | ||
| Accumulated other comprehensive loss | (2,640) | (2,682) | ||
| Total members’ capital | 614,211 | 611,694 | ||
| Noncontrolling interests | 1,264,676 | 1,272,106 | ||
| Total capital | 1,878,887 | 1,883,800 | ||
| TOTAL | $ | 2,962,924 | $ | 3,004,700 |
FIVE POINT HOLDINGS, LLC
SUPPLEMENTAL DATA
(In thousands)
(Unaudited)
Liquidity
| September 30, 2020 | ||
|---|---|---|
| Cash and cash equivalents | $ | 270,580 |
| Borrowing capacity (1) | 124,651 | |
| Total liquidity | $ | 395,231 |
(1) As of September 30, 2020, no amounts were drawn on the Company’s $125.0 million revolving credit facility; however, letters of credit of approximately $0.3 million are issued and outstanding under the revolving credit facility, thus reducing the available capacity by the outstanding letters of credit amount.
Debt to Total Capitalization
| September 30, 2020 | |||
|---|---|---|---|
| Debt (1) | $ | 625,000 | |
| Total capital | 1,878,887 | ||
| Total capitalization | $ | 2,503,887 | |
| Debt to total capitalization | 25.0 | % |
(1) For purposes of this calculation, debt is not the same as the calculation of “Consolidated Funded Indebtedness” under the Company’s revolving credit facility and Senior Notes indenture, which would include a $94.4 million related party contractual reimbursement obligation. Prior to the second quarter of 2019, the Company presented this calculation inclusive of the reimbursement obligation.
Segment Results
Valencia (formerly Newhall)
The following table summarizes the results of operations of our Valencia segment for the three and nine months ended September 30, 2020 and 2019.
| Three Months Ended<br>September 30, | Nine Months Ended<br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||
| (in thousands) | ||||||||
| Statement of Operations Data | ||||||||
| Revenues | ||||||||
| Land sales | $ | 42 | $ | 9 | $ | 17,076 | $ | 74 |
| Land sales—related party | 2 | 8 | 14 | 31 | ||||
| Operating properties | 196 | 134 | 1,807 | 2,481 | ||||
| Total revenues | 240 | 151 | 18,897 | 2,586 | ||||
| Costs and expenses | ||||||||
| Land sales | — | — | 11,861 | — | ||||
| Operating properties | 764 | 1,388 | 4,408 | 4,488 | ||||
| Selling, general, and administrative | 2,798 | 3,663 | 9,244 | 11,364 | ||||
| Total costs and expenses | 3,562 | 5,051 | 25,513 | 15,852 | ||||
| Other income | 91 | 8 | 268 | 29 | ||||
| Segment loss | $ | (3,231) | $ | (4,892) | $ | (6,348) | $ | (13,237) |
San Francisco
The following table summarizes the results of operations of our San Francisco segment for the three and nine months ended September 30, 2020 and 2019.
| Three Months Ended<br>September 30, | Nine Months Ended<br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||
| (in thousands) | ||||||||
| Statement of Operations Data | ||||||||
| Revenues | ||||||||
| Land sales—related party | $ | — | $ | 221 | $ | — | $ | 664 |
| Operating property | 138 | 184 | 450 | 535 | ||||
| Management services—related party | — | 545 | 835 | 1,816 | ||||
| Total revenues | 138 | 950 | 1,285 | 3,015 | ||||
| Costs and expenses | ||||||||
| Management services | — | 226 | 488 | 855 | ||||
| Selling, general, and administrative | 1,967 | 4,386 | 8,184 | 14,083 | ||||
| Total costs and expenses | 1,967 | 4,612 | 8,672 | 14,938 | ||||
| Other income—gain on settlement of contingent consideration, related party | — | — | — | 64,870 | ||||
| Segment (loss) income | $ | (1,829) | $ | (3,662) | $ | (7,387) | $ | 52,947 |
Great Park
The following table summarizes the results of operations of our Great Park segment for the three and nine months ended September 30, 2020 and 2019.
| Three Months Ended<br>September 30, | Nine Months Ended<br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||
| (in thousands) | ||||||||
| Statement of Operations Data | ||||||||
| Revenues | ||||||||
| Land sales | $ | 141 | $ | 36,198 | $ | 21,962 | $ | 98,743 |
| Land sales—related party | 87 | 2,438 | 1,092 | 132,473 | ||||
| Management services—related party | 7,895 | 10,814 | 21,424 | 31,647 | ||||
| Total revenues | 8,123 | 49,450 | 44,478 | 262,863 | ||||
| Costs and expenses | ||||||||
| Land sales | — | 24,518 | 15,304 | 153,486 | ||||
| Management services | 6,120 | 7,473 | 16,099 | 21,939 | ||||
| Selling, general, and administrative | 8,840 | 9,680 | 29,572 | 26,751 | ||||
| Management fees—related party | 3,440 | 7,825 | 7,633 | 24,445 | ||||
| Total costs and expenses | 18,400 | 49,496 | 68,608 | 226,621 | ||||
| Interest income | 84 | 1,016 | 1,210 | 2,671 | ||||
| Segment (loss) income | $ | (10,193) | $ | 970 | $ | (22,920) | $ | 38,913 |
The table below reconciles the Great Park segment results to the equity in (loss) earnings from our investment in the Great Park Venture that is reflected in the condensed consolidated statements of operations for the three and nine months ended September 30, 2020 and 2019.
| Three Months Ended<br>September 30, | Nine Months Ended<br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||
| (in thousands) | ||||||||
| Segment net (loss) income from operations | $ | (10,193) | $ | 970 | $ | (22,920) | $ | 38,913 |
| Less net income of management company attributed to the Great Park segment | 1,775 | 3,340 | 5,325 | 9,708 | ||||
| Net (loss) income of the Great Park Venture | (11,968) | (2,370) | (28,245) | 29,205 | ||||
| The Company’s share of net (loss) income of the Great Park Venture | (4,488) | (889) | (10,592) | 10,952 | ||||
| Basis difference accretion (amortization) | 293 | 199 | (1,204) | (3,694) | ||||
| Other-than-temporary investment impairment | — | — | (26,851) | — | ||||
| Equity in (loss) earnings from the Great Park Venture | $ | (4,195) | $ | (690) | $ | (38,647) | $ | 7,258 |
Commercial
The following table summarizes the results of operations of our Commercial segment for the three and nine months ended September 30, 2020 and 2019.
| Three Months Ended<br>September 30, | Nine Months Ended<br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||
| (in thousands) | ||||||||
| Statement of Operations Data | ||||||||
| Revenues | ||||||||
| Rental and related income | $ | 2,935 | $ | 6,388 | $ | 15,797 | $ | 19,492 |
| Rental and related income—related party | 2,224 | 2,186 | 6,344 | 6,216 | ||||
| Property management services—related party | 104 | 99 | 298 | 226 | ||||
| Total revenues | 5,263 | 8,673 | 22,439 | 25,934 | ||||
| Costs and expenses | ||||||||
| Rental operating expenses | 1,275 | 1,946 | 4,530 | 5,094 | ||||
| Interest | 1,605 | 4,249 | 8,547 | 12,938 | ||||
| Depreciation | 972 | 2,745 | 6,327 | 8,229 | ||||
| Amortization | 23 | 1,032 | 2,100 | 3,090 | ||||
| Other expenses | 640 | 14 | 812 | 83 | ||||
| Total costs and expenses | 4,515 | 9,986 | 22,316 | 29,434 | ||||
| Other income—gain on asset sales, net | 74,847 | — | 112,260 | — | ||||
| Segment income (loss) | $ | 75,595 | $ | (1,313) | $ | 112,383 | $ | (3,500) |
The table below reconciles the Commercial segment results to the equity in earnings (loss) from our investment in the Gateway Commercial Venture that is reflected in the condensed consolidated statements of operations for the three and nine months ended September 30, 2020 and 2019.
| Three Months Ended<br>September 30, | Nine Months Ended<br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||
| (in thousands) | ||||||||
| Segment net income (loss) from operations | $ | 75,595 | $ | (1,313) | $ | 112,383 | $ | (3,500) |
| Less net income of management company attributed to the Commercial segment | 104 | 99 | 298 | 226 | ||||
| Net income (loss) of the Gateway Commercial Venture | 75,491 | (1,412) | 112,085 | (3,726) | ||||
| Equity in earnings (loss) from the Gateway Commercial Venture | $ | 56,618 | $ | (1,060) | $ | 84,064 | $ | (2,795) |
8