(Registrant’s telephone number, including area code)

(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 ~~October 21, 2022, 69,068,354~~April 14, 2023, 69,199,938 Class A common shares and 79,233,544 Class B common shares were outstanding.

FIVE POINT HOLDINGS, LLC

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,~~2022, 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.

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

FIVE POINT HOLDINGS, LLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except shares)

See accompanying notes to unaudited condensed consolidated financial statements.

FIVE POINT HOLDINGS, LLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share amounts)

See accompanying notes to unaudited condensed consolidated financial statements.

FIVE POINT HOLDINGS, LLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

See accompanying notes to unaudited condensed consolidated financial statements.

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			Class A Common Shares	Class B Common Shares	Contributed Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Members’ Capital		Noncontrolling Interests		Total Capital
BALANCE - June 30, 2022		69,068,354	79,233,544	$	586,267	$	26,548	$	(1,925)	$	610,890	$	1,244,424	$	1,855,314
BALANCE - December 31, 2022																BALANCE - December 31, 2022	69,068,354	79,233,544	$	587,733	$	33,386	$	(2,988)	$	618,131	$	1,249,916	$	1,868,047
Net loss	Net loss	—	—	—		(4,439)		—		(4,439)		(5,092)		(9,531)		Net loss	—	—	—		(4,536)		—		(4,536)		(5,198)		(9,734)
Share-based compensation expense	Share-based compensation expense	—	—	687		—		—		687		—		687		Share-based compensation expense	—	—	763		—		—		763		—		763

Other comprehensive income—net of tax of $0		—	—	—		—		8		8		5		13

BALANCE - September 30, 2022		69,068,354	79,233,544	$	586,954	$	22,109	$	(1,917)	$	607,146	$	1,239,337	$	1,846,483

BALANCE - June 30, 2021		68,758,347	79,233,544	$	577,949	$	30,153	$	(2,793)	$	605,309	$	1,251,604	$	1,856,913
Net loss		—	—	—		(3,848)		—		(3,848)		(4,362)		(8,210)
Share-based compensation expense		—	—	1,762		—		—		1,762		—		1,762

Reacquisition of share-based compensation awards for tax-withholding purposes																Reacquisition of share-based compensation awards for tax-withholding purposes	(83,660)	—	(202)		—		—		(202)		—		(202)
Issuance of share-based compensation awards, net of forfeitures	Issuance of share-based compensation awards, net of forfeitures	1,349,205	—	—		—		—		—		—		—		Issuance of share-based compensation awards, net of forfeitures	215,244	—	—		—		—		—		—		—
Other comprehensive income—net of tax of $0	Other comprehensive income—net of tax of $0	—	—	—		—		17		17		10		27		Other comprehensive income—net of tax of $0	—	—	—		—		26		26		15		41
Tax distributions to noncontrolling interests	Tax distributions to noncontrolling interests	—	—	—		—		—		—		(1,246)		(1,246)		Tax distributions to noncontrolling interests	—	—	—		—		—		—		(1,974)		(1,974)
Adjustment to liability recognized under tax receivable agreement—net of tax of $0	Adjustment to liability recognized under tax receivable agreement—net of tax of $0	—	—	(1,400)		—		—		(1,400)		—		(1,400)		Adjustment to liability recognized under tax receivable agreement—net of tax of $0	—	—	(140)		—		—		(140)		—		(140)
Adjustment of noncontrolling interest in the Operating Company	Adjustment of noncontrolling interest in the Operating Company	—	—	5,579		—		(21)		5,558		(5,558)		—		Adjustment of noncontrolling interest in the Operating Company	—	—	550		—		(2)		548		(548)		—
BALANCE - September 30, 2021		70,107,552	79,233,544	$	583,890	$	26,305	$	(2,797)	$	607,398	$	1,240,448	$	1,847,846
BALANCE - March 31, 2023																BALANCE - March 31, 2023	69,199,938	79,233,544	$	588,704	$	28,850	$	(2,964)	$	614,590	$	1,242,211	$	1,856,801

BALANCE - December 31, 2021																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																Net loss	—	—	—		(17,130)		—		(17,130)		(19,639)		(36,769)
Share-based compensation expense																Share-based compensation expense	—	—	4,103		—		—		4,103		—		4,103
Reacquisition of share-based compensation awards for tax-withholding purposes																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																Forfeitures of share-based compensation awards, net of issuances	(621,482)	—	—		—		—		—		—		—
Other comprehensive income—net of tax of $0																Other comprehensive income—net of tax of $0	—	—	—		—		8		8		5		13
Tax distributions to noncontrolling interests																Tax distributions to noncontrolling interests	—	—	—		—		—		—		(435)		(435)
Adjustment to liability recognized under tax receivable agreement—net of tax of $0																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																Adjustment of noncontrolling interest in the Operating Company	—	—	(4,406)		—		11		(4,395)		4,395		—
BALANCE - March 31, 2022																BALANCE - March 31, 2022	69,068,354	79,233,544	$	585,606	$	31,659	$	(1,933)	$	615,332	$	1,250,280	$	1,865,612

See accompanying notes to unaudited condensed consolidated financial statements.

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 — — — (26,680) — (26,680) (30,592) (57,272)
Share-based compensation expense — — 5,451 — — 5,451 — 5,451
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 — — — — 24 24 15 39
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 - September 30, 2022 69,068,354 79,233,544 $ 586,954 $ 22,109 $ (1,917) $ 607,146 $ 1,239,337 $ 1,846,483
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 — — — (15,916) — (15,916) (18,266) (34,182)
Share-based compensation expense — — 4,201 — — 4,201 — 4,201
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 1,381,173 — — — — — — —
Other comprehensive income—net of tax of $0 — — — — 52 52 31 83
Tax distributions to noncontrolling interests — — — — — — (4,429) (4,429)
Adjustment to liability recognized under tax receivable agreement—net of tax of $0 — — (878) — — (878) — (878)
Adjustment of noncontrolling interest in the Operating Company — — 4,336 — (16) 4,320 (4,320) —
BALANCE - September 30, 2021 70,107,552 79,233,544 $ 583,890 $ 26,305 $ (2,797) $ 607,398 $ 1,240,448 $ 1,847,846

~~See accompanying notes to unaudited condensed consolidated financial statements.~~

~~FIVE POINT HOLDINGS, LLC~~

~~CONDENSED CONSOLIDATED STATEMENTS OF~~ CASH FLOWS

(Unaudited)


		Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021			2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES:	CASH FLOWS FROM OPERATING ACTIVITIES:					CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	Net loss	$	(57,272)	$	(34,182)	Net loss	$	(9,734)	$	(36,769)
Adjustments to reconcile net loss to net cash used in operating activities:	Adjustments to reconcile net loss to net cash used in operating activities:					Adjustments to reconcile net loss to net cash used in operating activities:
Equity in loss (earnings) from unconsolidated entities		4,654		(9,048)
Equity in (earnings) loss from unconsolidated entities						Equity in (earnings) loss from unconsolidated entities	(1,048)		1,032

Depreciation and amortization	Depreciation and amortization	9,763		19,713		Depreciation and amortization	2,018		1,592

Gain on distribution from indirect Legacy Interest in Great Park Venture—related party		—		(978)

Share-based compensation	Share-based compensation	5,451		4,201		Share-based compensation	763		4,103
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Inventories	Inventories	(131,288)		(175,022)		Inventories	(20,999)		(47,462)
Related party assets	Related party assets	(4,778)		5,334		Related party assets	(575)		2,845
Other assets	Other assets	(878)		2,046		Other assets	2,996		(389)
Accounts payable and other liabilities	Accounts payable and other liabilities	(7,866)		23,128		Accounts payable and other liabilities	5,951		6,282
Related party liabilities	Related party liabilities	7,191		2,507		Related party liabilities	(1,010)		10,797
Net cash used in operating activities	Net cash used in operating activities	(175,023)		(162,301)		Net cash used in operating activities	(21,638)		(57,969)
CASH FLOWS FROM INVESTING ACTIVITIES:	CASH FLOWS FROM INVESTING ACTIVITIES:					CASH FLOWS FROM INVESTING ACTIVITIES:
Return of investment from Great Park Venture		—		76,623

Return of investment from Valencia Landbank Venture	Return of investment from Valencia Landbank Venture	2,464		932		Return of investment from Valencia Landbank Venture	68		484

Contribution to Valencia Landbank Venture		(95)		(125)

Distribution from indirect Legacy Interest in Great Park Venture—related party		—		1,020
Purchase of properties and equipment		(62)		(137)

Net cash provided by investing activities	Net cash provided by investing activities	2,307		78,313		Net cash provided by investing activities	68		484
CASH FLOWS FROM FINANCING ACTIVITIES:	CASH FLOWS FROM FINANCING ACTIVITIES:					CASH FLOWS FROM FINANCING ACTIVITIES:

Payment of financing costs		—		(686)

Related party reimbursement obligation	Related party reimbursement obligation	(3,196)		(15,860)		Related party reimbursement obligation	(1,448)		(1,159)

Reacquisition of share-based compensation awards for tax-withholding purposes	Reacquisition of share-based compensation awards for tax-withholding purposes	(2,736)		(2,047)		Reacquisition of share-based compensation awards for tax-withholding purposes	(202)		(2,736)

Tax distributions to noncontrolling interests	Tax distributions to noncontrolling interests	(435)		(4,429)		Tax distributions to noncontrolling interests	(1,974)		(435)

Net cash used in financing activities	Net cash used in financing activities	(6,367)		(23,022)		Net cash used in financing activities	(3,624)		(4,330)
NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	(179,083)		(107,010)		NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	(25,194)		(61,815)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period	CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period	266,792		299,474		CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period	132,763		266,792
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period	CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period	$	87,709	$	192,464	CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period	$	107,569	$	204,977

SUPPLEMENTAL CASH FLOW INFORMATION (Note 12)

See accompanying notes to unaudited condensed consolidated financial statements.

FIVE POINT HOLDINGS, LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 ~~September 30, 2022:~~March 31, 2023:

(1) A wholly owned subsidiary of the Holding Company serves as the sole managing general partner of the Operating Company. As of ~~September 30, 2022,~~March 31, 2023, the Company owned approximately ~~62.5%~~62.6% 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)

below), that are not held by the Company, based on the closing price of the Company’s Class A common shares on ~~October 21, 2022~~April 14, 2023 ($~~2.29)~~2.32), the equity market capitalization of the Company was approximately ~~$339.7~~$344.4 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~~$498.7 million had been distributed as of ~~October 21, 2022~~April 14, 2023 (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.~~2022. 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 ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 are not necessarily indicative of the operating results and cash flows that may be expected for ~~the fourth quarter or~~ 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

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 share-based compensation expense as a restructuring cost during the nine months ended September 30, 2022.

In addition to the Company’s executive management restructuring activities, the Company incurred and paid $0.9 million in restructuring costs resulting from severance benefits from layoffs that occurred in March 2022.

Miscellaneous other income—Miscellaneous other (loss) income consisted of the following (in thousands):
Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Net periodic pension benefit $ 112 $ 134 $ 336 $ 403
Other — 1,382 — 1,382
Other—related party — — — 2,048
Total miscellaneous other income $ 112 $ 1,516 $ 336 $ 3,833


	Three Months Ended March 31,
	2023		2022
Net periodic pension (cost) benefit	$	(21)	$	112


Total miscellaneous other (loss) income	$	(21)	$	112

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.

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


		Three Months Ended September 30, 2022										Nine Months Ended September 30, 2022											Three Months Ended March 31, 2023
		Valencia		San Francisco		Great Park(1)		Commercial(1)		Total		Valencia		San Francisco		Great Park(1)		Commercial(1)		Total			Valencia		San Francisco		Great Park(1)		Commercial(1)		Total
Land sales and land sales—related party	Land sales and land sales—related party	$	2,889	$	—	$	—	$	—	$	2,889	$	5,172	$	—	$	—	$	—	$	5,172	Land sales and land sales—related party	$	599	$	—	$	—	$	—	$	599
Management services—related party	Management services—related party	—		—		12,000		108		12,108		—		—		18,046		312		18,358		Management services—related party	—		—		4,129		107		4,236
Operating properties	Operating properties	(46)		—		—		—		(46)		870		—		—		—		870		Operating properties	358		—		—		—		358
		2,843		—		12,000		108		14,951		6,042		—		18,046		312		24,400			957		—		4,129		107		5,193
Operating properties leasing revenues	Operating properties leasing revenues	239		226		—		—		465		767		528		—		—		1,295		Operating properties leasing revenues	346		162		—		—		508
		$	3,082	$	226	$	12,000	$	108	$	15,416	$	6,809	$	528	$	18,046	$	312	$	25,695		$	1,303	$	162	$	4,129	$	107	$	5,701

(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”). In addition to an annual 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. By mutual agreement, the Initial Term has been extended through December 31, 2022 (the "2022 Extension"). The 2022 Extension resulted in the elimination of variable cost reimbursements and an increase in the annual fixed base fee to $12.0 million for 2022. The 2022 Extension did not change the incentive compensation provisions of the A&R DMA applicable to the Initial Term, subject to the clawback amount holdback described below (see Note 8).

~~The~~ opening and closing balances of the Company’s contract assets for the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 were ~~$87.6~~$86.5 million ($~~79.1~~79.9 million related party, see Note 8) and ~~$93.9~~$86.0 million ($~~87.0~~80.4 million related party, see Note 8), respectively. The opening and closing balances of the Company’s contract assets for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 were ~~$85.1~~$87.6 million ($~~78.1~~79.1 million related ~~party)~~party, see Note 8) and ~~$77.7~~$87.5 million ($~~72.5~~79.1 million related ~~party)~~party, see Note 8), respectively. The ~~increase~~decrease of ~~$6.3~~$0.5 million for the ~~nine~~three months ended September 30, 2022 between the opening and closing balances of the Company’s contract assets primarily resulted from additional incentive compensation revenue during the period that resulted from changes in the estimated constrained transaction price offset by the receipt of marketing fees from prior period land sales. The decrease of $7.4 million for the nine months ended September 30, 2021March 31, 2023 between the opening and closing balances of the Company’s contract assets primarily resulted from the receipt of ~~$21.3 million in incentive compensation payments~~marketing fees from ~~the Great Park Venture~~homebuilders from prior period land sales offset by additional incentive compensation revenue earned during the period from the Company's amended and ~~recognized as a~~restated development management agreement ("A&R DMA") with the Great Park Venture (see Note 8). 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 ~~asset.~~assets primarily resulted from the receipt of marketing fees from homebuilders

The opening and closing balances of the Company’s other receivables from contracts with customers and contract liabilities for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ were insignificant.

4. INVESTMENT IN UNCONSOLIDATED ENTITIES

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 ~~September 30, 2022.~~March 31, 2023. As of March 31, 2023, Legacy Interest holders were entitled to receive ~~priority~~a maximum of $66.3 million in distributions ~~in an aggregate amount equal~~ to ~~$476.0 million and up~~be paid pro-rata with Percentage Interest holders. Approximately 10% of future distributions will be paid to ~~an additional $89.0 million from participation in subsequent distributions of cash depending on~~ the ~~performance of~~Legacy Interest holders until such time as the ~~Great Park Venture.~~remaining balance has been fully paid. The holders of the Percentage Interests will receive all other distributions. As of September 30, 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 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, as amended, 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 of accounting.

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 ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, the Great Park Venture recognized ~~$9.7~~$5.5 million in land sale revenues to related parties of the Company and ~~$29.3~~$3.1 million in land sale revenues to third parties.

During the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, the Great Park Venture recognized ~~$60.9~~$1.5 million in land sale revenues to related parties of the Company and ~~$346.4~~$0.3 million in land sale revenues to third parties, of which $236.6 million relates to homesites sold to an unaffiliated land banking entity whereby a related party of the Company retained the option to acquire these homesites in the future from the land bank entity. Land sales to related parties include $57.4 million sold to an entity in which the Great Park Venture holds a 10% interest (the “Great Park Landbank Venture”). The Great Park Landbank Venture is a land banking entity that was formed in June 2021. The Great Park Venture accounts for the investment under the equity method of accounting.parties.

The following table summarizes the statements of operations of the Great Park Venture for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ (in thousands):
Nine Months Ended September 30,
2022 2021
Land sale and related party land sale revenues $ 39,020 $ 407,311
Home sale revenues 40,475 12,947
Cost of land sales (15,118) (301,247)
Cost of home sales (30,784) (10,187)
Other costs and expenses (53,251) (45,220)
Net (loss) income of Great Park Venture $ (19,658) $ 63,604
The Company’s share of net (loss) income $ (7,372) $ 23,852
Basis difference accretion (amortization) 1,738 (15,533)
Equity in (loss) earnings from Great Park Venture $ (5,634) $ 8,319

~~Table of Contents~~


	Three Months Ended March 31,
	2023		2022
Land sale and related party land sale revenues	$	8,600	$	1,819
Home sale revenues	—		17,161
Cost of land sales	—		—
Cost of home sales	—		(12,902)
Other costs and expenses	(5,857)		(8,909)
Net income (loss) of Great Park Venture	$	2,743	$	(2,831)
The Company’s share of net income (loss)	$	1,029	$	(1,062)
Basis difference accretion (amortization)	133		(239)

Equity in earnings (loss) from Great Park Venture	$	1,162	$	(1,301)

The following table summarizes the balance sheet data of the Great Park Venture and the Company’s investment balance as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 (in thousands):

Gateway Commercial Venture

The Company owned a 75% interest in the Gateway Commercial Venture as of ~~September 30, 2022.~~March 31, 2023. 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.

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 ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the Gateway Commercial Venture recognized ~~$6.2~~$2.2 million and ~~$6.4~~$1.9 million, respectively, in rental revenues from those leasing arrangements.

The following table summarizes the statements of operations of the Gateway Commercial Venture for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ (in thousands):
Nine Months Ended September 30,
2022 2021
Rental revenues $ 6,248 $ 6,357
Rental operating and other expenses (2,147) (1,884)
Depreciation and amortization (2,966) (2,953)
Interest expense (1,006) (921)
Net income of Gateway Commercial Venture $ 129 $ 599
Equity in earnings from Gateway Commercial Venture $ 97 $ 449

~~Table of Contents~~


	Three Months Ended March 31,
	2023		2022
Rental revenues	$	2,154	$	1,938
Rental operating and other expenses	(910)		(535)
Depreciation and amortization	(994)		(984)

Interest expense	(533)		(307)
Net (loss) income of Gateway Commercial Venture	$	(283)	$	112
Equity in (loss) earnings from Gateway Commercial Venture	$	(212)	$	84

The following table summarizes the balance sheet data of the Gateway Commercial Venture and the Company’s investment balance as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 (in thousands):


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Real estate and related intangible assets, net	Real estate and related intangible assets, net	$	83,778	$	86,601	Real estate and related intangible assets, net	$	81,799	$	82,797
Cash	Cash	14,825		13,279		Cash	4,631		4,244
Other assets	Other assets	5,143		4,486		Other assets	4,533		4,588
Total assets	Total assets	$	103,746	$	104,366	Total assets	$	90,963	$	91,629
Notes payable, net	Notes payable, net	$	29,419	$	29,369	Notes payable, net	$	29,418	$	29,418
Other liabilities	Other liabilities	8,269		9,067		Other liabilities	7,568		7,951
Members’ capital	Members’ capital	66,058		65,930		Members’ capital	53,977		54,260
Total liabilities and capital	Total liabilities and capital	$	103,746	$	104,366	Total liabilities and capital	$	90,963	$	91,629
The Company’s investment in the Gateway Commercial Venture	The Company’s investment in the Gateway Commercial Venture	$	49,544	$	49,447	The Company’s investment in the Gateway Commercial Venture	$	40,483	$	40,695

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 ~~September 30, 2022,~~March 31, 2023, 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 ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the Company’s investment in the Valencia Landbank Venture was ~~$2.3~~$1.9 million and ~~$3.8~~$1.9 million, respectively, and the Company recognized ~~$0.9~~$0.1 million and ~~$0.3~~$0.2 million in equity in earnings for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively.

5. NONCONTROLLING INTERESTS

The Operating Company

The Holding Company’s wholly owned subsidiary is the managing general partner of the Operating Company, and at ~~September 30, 2022,~~March 31, 2023, the Holding Company and its wholly owned subsidiary owned approximately ~~62.5%~~62.6% 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%~~37.4% of 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 ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 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 ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ were as follows (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Management Partner	Management Partner	$	—	$	1,246	$	435	$	2,932	Management Partner	$	1,974	$	435
Other partners (excluding the Holding Company)	Other partners (excluding the Holding Company)	—		—		—		1,497		Other partners (excluding the Holding Company)	—		—
Total tax distributions	Total tax distributions	$	—	$	1,246	$	435	$	4,429	Total tax distributions	$	1,974	$	435

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. 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 ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, $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 ~~September 30, 2022,~~March 31, 2023, the San Francisco Venture had total combined assets of ~~$1.3~~$1.33 billion, primarily comprised of ~~$1.30~~$1.32 billion of inventories and $0.9 million in related party assets, and total combined liabilities of ~~$72.0~~$68.3 million, including ~~$66.3~~$61.5 million in related party liabilities.

As of December 31, ~~2021,~~2022, the San Francisco Venture had total combined assets of ~~$1.3~~$1.31 billion, primarily comprised of ~~$1.27~~$1.31 billion of inventories ~~$1.1~~and $0.8 million in related party assets, and total combined liabilities of ~~$76.9~~$67.3 million, including ~~$69.5~~$63.0 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 ~~September 30,~~March 31, 2023, FP LP and FPL had combined assets of $1.1 billion, primarily comprised of $936.7 million of inventories, $39.6 million of intangibles and $80.4 million in related party assets, and total combined liabilities of $76.1 million, including $68.6 million in accounts payable and other liabilities and $7.5 million in related party liabilities.

As of December 31, 2022, FP LP and FPL had combined assets of $1.1 billion, primarily comprised of ~~$929.1~~$927.9 million of inventories, ~~$46.0~~$40.3 million of intangibles ~~$87.0~~and $79.9 million in related party assets, and total combined liabilities of ~~$81.1~~$77.2 million, including ~~$72.8~~$70.5 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$6.7 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 ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ there were no VIEs that were deconsolidated.

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 ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 were as follows (in thousands):


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Gross carrying amount	Gross carrying amount	$	129,705	$	129,705	Gross carrying amount	$	129,705	$	129,705
Accumulated amortization	Accumulated amortization	(83,736)		(78,300)		Accumulated amortization	(90,095)		(89,448)
Net book value	Net book value	$	45,969	$	51,405	Net book value	$	39,610	$	40,257

Intangible asset amortization expense, as a result of revenue recognition attributable to incentive compensation, was ~~$5.4 million for both the three and nine months ended September 30, 2022 and $4.9 million and $15.5~~$0.6 million for the three ~~and nine~~ months ended ~~September 30, 2021, respectively.~~March 31, 2023. 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 ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 consisted of the following (in thousands):


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Related Party Assets:	Related Party Assets:					Related Party Assets:
Contract assets (see Note 3)	Contract assets (see Note 3)	$	87,003	$	79,082	Contract assets (see Note 3)	$	80,414	$	79,863
Operating lease right-of-use asset (corporate office lease at Five Point Gateway Campus)	Operating lease right-of-use asset (corporate office lease at Five Point Gateway Campus)	17,006		18,715		Operating lease right-of-use asset (corporate office lease at Five Point Gateway Campus)	15,838		16,425
Other	Other	878		4,021		Other	862		838
		$	104,887	$	101,818		$	97,114	$	97,126
Related Party Liabilities:	Related Party Liabilities:					Related Party Liabilities:
Reimbursement obligation	Reimbursement obligation	$	66,341	$	69,536	Reimbursement obligation	$	61,542	$	62,990

Payable to holders of Management Company’s Class B interests	Payable to holders of Management Company’s Class B interests	8,365		8,365		Payable to holders of Management Company’s Class B interests	6,700		6,700
Operating lease liability (corporate office lease at Five Point Gateway Campus)	Operating lease liability (corporate office lease at Five Point Gateway Campus)	12,896		13,931		Operating lease liability (corporate office lease at Five Point Gateway Campus)	12,167		12,535
Accrued advisory fees	Accrued advisory fees	11,975		—		Accrued advisory fees	9,075		10,525
Other	Other	336		4,086		Other	1,144		336
		$	99,913	$	95,918		$	90,628	$	93,086

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 December 31, 2022. The~~ compensation structure in place 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~~its Legacy and Percentage ~~Interests of~~Interest Holders. In December 2022, the Company and the Great Park Venture ~~during~~entered into an amendment to the ~~Initial Term.~~A&R DMA to extend the term to December 31, 2024 (the "First Renewal Term"). If ~~however,~~ the A&R DMA is not extended by mutual agreement of the parties beyond December 31, 2022 (a "Non-Renewal"), any incentive compensation payments received by the Company in calendar 2022 will be retroactively reduced from 9% of distributions to 6.75% of distributions (the “Clawback Amount”), the payment of which will be effected by reducing future incentive compensation payments made to the Company under the A&R DMA. If a Non-Renewal occurs2024 and the Company is no longer providing management services subsequent to December 31, ~~2022,~~2024, the Company will ~~continue to~~ be entitled to 6.75% of ~~Distributions~~distributions paid ~~thereafter, subject to the Clawback Amount holdback described above.~~thereafter.

At ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, included in contract assets in the table above is ~~$83.3~~$78.5 million and ~~$74.3~~$77.4 million, respectively, 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 ~~$12.0~~$4.1 million and ~~$18.0~~$3.4 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, ~~respectively, and $10.1 million and $29.9 million for the three and nine months ended September 30, 2021,~~ respectively.

~~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 September 30, 2022, included in accrued advisory fees in the table above is $9.6 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 September 30, 2022, included in accrued advisory fees in the table above is $2.4 million attributed to Ms. Jochim’s advisory agreement (see Note 2).

9. NOTES PAYABLE, NET

At ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, notes payable consisted of the following (in thousands):


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
7.875% Senior Notes due 2025	7.875% Senior Notes due 2025	$	625,000	$	625,000	7.875% Senior Notes due 2025	$	625,000	$	625,000
Unamortized debt issuance costs and discount	Unamortized debt issuance costs and discount	(4,733)		(5,884)		Unamortized debt issuance costs and discount	(3,965)		(4,349)
		$	620,267	$	619,116		$	621,035	$	620,651

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 ~~September 30, 2022,~~March 31, 2023, no ~~funds had been drawn~~borrowings or letters of credit were outstanding on the Operating Company’s revolving credit facility. ~~However, letters~~

Table of ~~credit of $0.3 million were issued and outstanding under the revolving credit facility, thus reducing the available capacity to $124.7 million.~~Contents

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 ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the Company’s condensed consolidated balance sheets included a liability of ~~$173.1~~$173.2 million and ~~$174.1~~$173.1 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 ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 or ~~2021.~~2022.

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 ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 (in thousands):
September 30, 2022 December 31, 2021
Operating lease right-of-use assets ($17,006 and $18,715 related party, respectively) $ 20,267 $ 23,779
Operating lease liabilities ($12,896 and $13,931 related party, respectively) $ 16,814 $ 20,034


	March 31, 2023		December 31, 2022
Operating lease right-of-use assets ($15,838 and $16,425 related party, respectively)	$	17,156	$	19,067
Operating lease liabilities ($12,167 and $12,535 related party, respectively)	$	13,783	$	15,705

In addition to operating lease payment guarantees, the Holding Company had other contractual payment guarantees as of ~~September 30, 2022~~March 31, 2023 totaling ~~$10.5~~$10.2 million.

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 ~~$326.3~~$320.0 million and ~~$279.6~~$315.0 million as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively.

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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 ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the ~~Company~~San Francisco Venture 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 ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the Company had outstanding letters of credit totaling ~~$1.3~~$1.0 million. These letters of credit were issued to secure various development and financial obligations. At each of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, 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

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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~~the Bayview Action and may have insurance and indemnification rights against third parties ~~including related parties,~~ with respect to ~~these~~the 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. In June 2022, Tetra Tech filed a notice of appeal of the District Court’s judgment approving the settlement. In October 2022, however, Tetra Tech filed an unopposed motion to dismiss its appeal, and the District Court granted the motion and dismissed the 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 ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ were as follows (in thousands):


		Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021			2023		2022
SUPPLEMENTAL CASH FLOW INFORMATION:	SUPPLEMENTAL CASH FLOW INFORMATION:					SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest, all of which was capitalized to inventories	Cash paid for interest, all of which was capitalized to inventories	$	26,902	$	27,177	Cash paid for interest, all of which was capitalized to inventories	$	706	$	776
Noncash lease expense	Noncash lease expense	$	3,453	$	3,296	Noncash lease expense	$	1,116	$	1,301

NONCASH INVESTING AND FINANCING ACTIVITIES:	NONCASH INVESTING AND FINANCING ACTIVITIES:					NONCASH INVESTING AND FINANCING ACTIVITIES:

Adjustment to operating lease right-of-use assets from lease modification						Adjustment to operating lease right-of-use assets from lease modification	$	(773)	$	—
Adjustment to liability recognized under TRA	Adjustment to liability recognized under TRA	$	(1,058)	$	878	Adjustment to liability recognized under TRA	$	140	$	(1,058)
Cash paid for income taxes		$	—	$	775

Noncash lease expense is included within the depreciation and amortization adjustment to net loss on the Company’s condensed consolidated statements of cash flows.

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 ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ (in thousands):


		September 30, 2022		September 30, 2021			March 31, 2023		March 31, 2022
Cash and cash equivalents	Cash and cash equivalents	$	86,379	$	191,134	Cash and cash equivalents	$	106,577	$	203,647
Restricted cash and certificates of deposit	Restricted cash and certificates of deposit	1,330		1,330		Restricted cash and certificates of deposit	992		1,330
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows	Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows	$	87,709	$	192,464	Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows	$	107,569	$	204,977

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 ~~September 30, 2022,~~March 31, 2023, the Company had a 37.5% Percentage Interest in the Great Park Venture and accounted for the investment

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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 ~~September 30, 2022,~~March 31, 2023, 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)				Revenues				Profit (Loss)					Revenues				Profit (Loss)
		Three Months Ended September 30,								Nine Months Ended September 30,									Three Months Ended March 31,
		2022		2021		2022		2021		2022		2021		2022		2021			2023		2022		2023		2022
Valencia	Valencia	$	3,082	$	10,398	$	(543)	$	4,751	$	6,809	$	11,506	$	(8,314)	$	(6,277)	Valencia	$	1,303	$	1,159	$	(2,439)	$	(4,827)
San Francisco	San Francisco	226		141		(672)		(785)		528		431		(2,155)		(1,487)		San Francisco	162		180		(1,030)		(669)
Great Park	Great Park	47,195		92,486		(13,791)		8,957		97,541		450,196		(13,984)		68,842		Great Park	12,729		22,424		4,506		(2,071)
Commercial	Commercial	2,297		2,210		(8)		48		6,560		6,661		441		903		Commercial	2,261		2,041		(176)		215
Total reportable segments	Total reportable segments	52,800		105,235		(15,014)		12,971		111,438		468,794		(24,012)		61,981		Total reportable segments	16,455		25,804		861		(7,352)
Reconciling items:	Reconciling items:																	Reconciling items:
Removal of results of unconsolidated entities—	Removal of results of unconsolidated entities—																	Removal of results of unconsolidated entities—
Great Park Venture (1)	Great Park Venture (1)	(35,195)		(82,432)		18,303		(6,978)		(79,495)		(420,258)		19,658		(63,604)		Great Park Venture (1)	(8,600)		(18,980)		(2,743)		2,831
Gateway Commercial Venture (1)	Gateway Commercial Venture (1)	(2,189)		(2,108)		116		54		(6,248)		(6,357)		(129)		(599)		Gateway Commercial Venture (1)	(2,154)		(1,938)		283		(112)
Add equity in (losses) earnings from unconsolidated entities—
Add equity in earnings (losses) from unconsolidated entities—																		Add equity in earnings (losses) from unconsolidated entities—
Great Park Venture	Great Park Venture	—		—		(4,540)		367		—		—		(5,634)		8,319		Great Park Venture	—		—		1,162		(1,301)
Gateway Commercial Venture	Gateway Commercial Venture	—		—		(87)		(41)		—		—		97		449		Gateway Commercial Venture	—		—		(212)		84
Corporate and unallocated (2)	Corporate and unallocated (2)	—		—		(8,309)		(14,583)		—		—		(47,252)		(40,728)		Corporate and unallocated (2)	—		—		(9,085)		(30,919)
Total consolidated balances	Total consolidated balances	$	15,416	$	20,695	$	(9,531)	$	(8,210)	$	25,695	$	42,179	$	(57,272)	$	(34,182)	Total consolidated balances	$	5,701	$	4,886	$	(9,734)	$	(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 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.

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


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Valencia	Valencia	$	977,974	$	878,399	Valencia	$	978,669	$	972,028
San Francisco	San Francisco	1,303,826		1,275,510		San Francisco	1,326,098		1,314,308
Great Park	Great Park	1,012,305		988,444		Great Park	915,945		916,909
Commercial	Commercial	103,746		104,400		Commercial	90,963		91,629
Total reportable segments	Total reportable segments	3,397,851		3,246,753		Total reportable segments	3,311,675		3,294,874
Reconciling items:	Reconciling items:					Reconciling items:
Removal of unconsolidated balances of Great Park Venture (1)	Removal of unconsolidated balances of Great Park Venture (1)	(882,928)		(859,789)		Removal of unconsolidated balances of Great Park Venture (1)	(797,729)		(799,174)
Removal of unconsolidated balances of Gateway Commercial Venture (1)	Removal of unconsolidated balances of Gateway Commercial Venture (1)	(103,746)		(104,366)		Removal of unconsolidated balances of Gateway Commercial Venture (1)	(90,963)		(91,629)
Other eliminations (2)	Other eliminations (2)	(184)		(2,500)		Other eliminations (2)	(52)		(174)
Add investment balance in Great Park Venture	Add investment balance in Great Park Venture	315,640		321,274		Add investment balance in Great Park Venture	290,188		289,026
Add investment balance in Gateway Commercial Venture	Add investment balance in Gateway Commercial Venture	49,544		49,447		Add investment balance in Gateway Commercial Venture	40,483		40,695
Corporate and unallocated (3)	Corporate and unallocated (3)	108,916		292,091		Corporate and unallocated (3)	124,880		152,166
Total consolidated balances	Total consolidated balances	$	2,885,093	$	2,942,910	Total consolidated balances	$	2,878,482	$	2,885,784

(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 ~~nine~~three months ended ~~September 30, 2022:~~March 31, 2023:


		Share-Based Awards (in thousands)	Weighted-Average Grant Date Fair Value			Share-Based Awards (in thousands)	Weighted-Average Grant Date Fair Value
Nonvested at January 1, 2022		2,640	$	6.38
Nonvested at January 1, 2023					Nonvested at January 1, 2023	2,166	$	3.77
Granted	Granted	1,359	$	1.92	Granted	3,040	$	1.81
Forfeited	Forfeited	(834)	$	2.96	Forfeited	—	$	—
Vested	Vested	(979)	$	7.80	Vested	(636)	$	6.33
Nonvested at September 30, 2022		2,186	$	3.79
Nonvested at March 31, 2023					Nonvested at March 31, 2023	4,570	$	2.11

Share-based compensation expense was ~~$0.7~~$0.8 million and ~~$5.5~~$4.1 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, ~~respectively, and $1.8 million and $4.2 million~~respectively. All share-based compensation for the three ~~and nine~~ months ended ~~September 30, 2021, respectively.~~March 31, 2023 is included in selling, general, and administrative expenses on the accompanying condensed consolidated statements of operations. 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).~~awards. As a result, for the ~~nine~~three months ended ~~September 30,~~March 31, 2022, share-based compensation expense of $3.0 million is included in restructuring expense and ~~$2.5~~$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 September 30, 2022 and the three and nine months ended September 30, 2021 is included in selling, general, and administrative expenses on the accompanying condensed consolidated statements of operations.

The estimated fair value at vesting of share-based awards that vested during the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 was ~~$6.3~~$1.5 million. In January ~~2022~~2023 and ~~2021,~~2022, the Company reacquired vested restricted Class A common shares for ~~$2.7~~$0.2 million and ~~$2.0~~$2.7 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.

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The components of net periodic ~~benefit~~cost (benefit) for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ are as follows (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Net periodic benefit:
Net periodic cost (benefit):										Net periodic cost (benefit):
Interest cost	Interest cost	$	136	$	128	$	408	$	384	Interest cost	$	202	$	136
Expected return on plan assets	Expected return on plan assets	(261)		(289)		(783)		(870)		Expected return on plan assets	(222)		(261)
Amortization of net actuarial loss	Amortization of net actuarial loss	13		27		39		83		Amortization of net actuarial loss	41		13
Net periodic benefit		$	(112)	$	(134)	$	(336)	$	(403)
Net periodic cost (benefit)										Net periodic cost (benefit)	$	21	$	(112)

Net periodic ~~benefit~~cost (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 ~~September 30,~~March 31, 2023 and 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 $9.5 million. In the three months ended September 30, 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 $8.2 million. Other than a small income tax provision attributed to one of the Company’s consolidated subsidiary corporations, during the nine months ended September 30, 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 $57.3 million. In the nine months ended

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~~September 30, 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 $34.2 million.~~$9.7 million and $36.8 million, respectively. The effective tax rates for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 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.

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 ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021.~~2022.

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 ~~September 30,~~March 31, 2023, the estimated fair value of notes payable, net was $563.8 million compared to a carrying value of $621.0 million. At December 31, 2022, the estimated fair value of notes payable, net was ~~$499.7~~$525.5 million compared to a carrying value of ~~$620.3 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~~$620.7 million. During the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the Company had no assets that were measured at fair value on a nonrecurring basis.

Table of Contents

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 ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 or ~~2021.~~2022.

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 units and shares. The more dilutive of the two methods is included in the calculation for diluted income (loss) per share.

~~Table of Contents~~

The following table summarizes the basic and diluted loss per share calculations for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ (in thousands, except shares and per share amounts):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Numerator:	Numerator:									Numerator:
Net loss attributable to the Company	Net loss attributable to the Company	$	(4,439)	$	(3,848)	$	(26,680)	$	(15,916)	Net loss attributable to the Company	$	(4,536)	$	(17,130)
Adjustments to net loss attributable to the Company	Adjustments to net loss attributable to the Company	18		73		141		205		Adjustments to net loss attributable to the Company	13		122
Net loss attributable to common shareholders	Net loss attributable to common shareholders	$	(4,421)	$	(3,775)	$	(26,539)	$	(15,711)	Net loss attributable to common shareholders	$	(4,523)	$	(17,008)
Numerator—basic common shares:	Numerator—basic common shares:									Numerator—basic common shares:

Numerator for basic net loss available to Class A common shareholders	Numerator for basic net loss available to Class A common shareholders	$	(4,419)	$	(3,774)	$	(26,530)	$	(15,706)	Numerator for basic net loss available to Class A common shareholders	$	(4,522)	$	(17,002)
Numerator for basic net loss available to Class B common shareholders	Numerator for basic net loss available to Class B common shareholders	$	(2)	$	(1)	$	(9)	$	(5)	Numerator for basic net loss available to Class B common shareholders	$	(1)	$	(6)
Numerator—diluted common shares:	Numerator—diluted common shares:									Numerator—diluted common shares:
Net loss attributable to common shareholders	Net loss attributable to common shareholders	$	(4,421)	$	(3,775)	$	(26,539)	$	(15,711)	Net loss attributable to common shareholders	$	(4,523)	$	(17,008)
Reallocation of loss upon assumed exchange of dilutive potential securities	Reallocation of loss upon assumed exchange of dilutive potential securities	(90)		—		(502)		—		Reallocation of loss upon assumed exchange of dilutive potential securities	(85)		(477)

Allocation of diluted net loss among common shareholders	Allocation of diluted net loss among common shareholders	$	(4,511)	$	(3,775)	$	(27,041)	$	(15,711)	Allocation of diluted net loss among common shareholders	$	(4,608)	$	(17,485)
Numerator for diluted net loss available to Class A common shareholders	Numerator for diluted net loss available to Class A common shareholders	$	(4,509)	$	(3,774)	$	(27,032)	$	(15,706)	Numerator for diluted net loss available to Class A common shareholders	$	(4,607)	$	(17,479)
Numerator for diluted net loss available to Class B common shareholders	Numerator for diluted net loss available to Class B common shareholders	$	(2)	$	(1)	$	(9)	$	(5)	Numerator for diluted net loss available to Class B common shareholders	$	(1)	$	(6)
Denominator:	Denominator:									Denominator:
Basic weighted average Class A common shares outstanding	Basic weighted average Class A common shares outstanding	68,514,843		67,429,394		68,393,923		67,376,746		Basic weighted average Class A common shares outstanding	68,705,223		68,167,586
Diluted weighted average Class A common shares outstanding	Diluted weighted average Class A common shares outstanding	68,879,642		67,429,394		68,758,722		67,376,746		Diluted weighted average Class A common shares outstanding	68,706,164		70,050,872
Basic and diluted weighted average Class B common shares outstanding	Basic and diluted weighted average Class B common shares outstanding	79,233,544		79,233,544		79,233,544		79,233,544		Basic and diluted weighted average Class B common shares outstanding	79,233,544		79,233,544

Basic loss per share:	Basic loss per share:									Basic loss per share:
Class A common shares	Class A common shares	$	(0.06)	$	(0.06)	$	(0.39)	$	(0.23)	Class A common shares	$	(0.07)	$	(0.25)
Class B common shares	Class B common shares	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)	Class B common shares	$	(0.00)	$	(0.00)
Diluted loss per share:	Diluted loss per share:									Diluted loss per share:
Class A common shares	Class A common shares	$	(0.07)	$	(0.06)	$	(0.39)	$	(0.23)	Class A common shares	$	(0.07)	$	(0.25)
Class B common shares	Class B common shares	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)	Class B common shares	$	(0.00)	$	(0.00)

Anti-dilutive potential RSUs										Anti-dilutive potential RSUs	847,532		—
Anti-dilutive potential Performance RSUs	Anti-dilutive potential Performance RSUs	1,145,832		322,366		1,145,832		322,366		Anti-dilutive potential Performance RSUs	3,123,408		—
Anti-dilutive potential Restricted Shares (weighted average)	Anti-dilutive potential Restricted Shares (weighted average)	553,511		918,657		719,364		822,975		Anti-dilutive potential Restricted Shares (weighted average)	346,030		1,037,064
Anti-dilutive potential Performance Restricted Shares (weighted average)	Anti-dilutive potential Performance Restricted Shares (weighted average)	—		644,734		33,063		649,072		Anti-dilutive potential Performance Restricted Shares (weighted average)	—		100,292
Anti-dilutive potential Class A common shares from exchanges (weighted average)	Anti-dilutive potential Class A common shares from exchanges (weighted average)	76,120,180		79,257,314		76,120,180		79,257,314		Anti-dilutive potential Class A common shares from exchanges (weighted average)	76,120,180		76,120,180

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~~$3.0 million and ~~$2.0~~$3.0 million at ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively, net of tax benefits of ~~$0.5~~$0.8 million and ~~$0.5~~$0.8 million, respectively. At ~~September 30, 2022~~both March 31, 2023 and December 31, ~~2021,~~2022, the Company held a full valuation allowance related to the accumulated tax benefits. Accumulated other comprehensive loss of ~~$1.2~~$1.8 million and ~~$1.2~~$1.9 million is included in noncontrolling interests at ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, 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 ~~$24,000~~$25,000 and ~~$52,000,~~$8,000, net of taxes, for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively, and are included in other miscellaneous income in the accompanying condensed consolidated statements of operations.

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.~~2022. “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,~~2022, 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.”

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 ~~September 30, 2022,~~March 31, 2023, approximately ~~62.5%~~62.6% 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

InDuring the ~~third~~first quarter of the 2023, we continued to focus on execution of our three main priorities: generating revenue and positive cash flow, managing and limiting our capital spend, and managing our selling, general and administrative costs. No land sales closed during the first quarter at our communities, however, we did generate cash inflow of $17.7 million in communities facilities district reimbursements for portions of infrastructure costs we previously incurred in Valencia. As a result of our continued focus on cost rationalization and optimization, our selling, general and administrative costs were down 18% in the first quarter of 2023 compared to the same period in 2022.

The combination of a moderation in mortgage rates from their peaks in the fourth quarter of 2022, ~~we continued~~along with home buyers adjusting to ~~see residential~~the new mortgage interest rate environment and the limited inventory in the existing home markets, ~~negatively impacted by the Federal Reserve’s aggressive reaction~~began to ~~inflation, which has resulted in significant mortgage rate increases. Home builder demand for land softened~~drive increased home buyer activity at our master planned communities during the first quarter however, we believe that the long-term outlook is favorable, especially in our markets in California in which housing supply remains severely limited. As home builders work through rebalancing their pricing and sales velocity assumptions, we have elected to delay the timing of some residential land sales originally anticipated to occur this year at our Valencia and Great Park Neighborhoods communities. These delays will allow us to better match our land sales with the pace of home sales by our guest builders in order to sell land at market prices, balancing current market conditions with the scarcity of entitled land inventory in our markets. These changes to the timing of our anticipated land sales could result in the deferment of land sale revenues and related development costs.

Despite the current disruption in the residential markets, we are continuing to move forward with commercial land offerings at the Great Park Neighborhoods and Valencia, and we have commenced marketing activities on commercial land parcels at the Great Park Neighborhoods.

2023. At Valencia, guest builders sold ~~166~~75 homes during the ~~third~~first quarter of 2023 compared to 49 homes in the fourth quarter of 2022, increasing total homes sold to ~~891~~1,022 since sales began in May 2021. ~~Homes are substantially sold out in 10 of~~At the ~~initial 18 neighborhoods that have opened.~~

~~The~~ Great Park Venture, in which we have a 37.5% percentage interest and manage all aspects of the development cycle, sold and closed escrow on 61 homesites at the Great Park Neighborhoods in the third quarter for an aggregate gross purchase price of $23.9 million. Guest builders at our newest neighborhood, “Solis Park,” consisting of approximately 850 homes, were selling at seven of the 13 builder collections by the end of the quarter. Guestguest builders sold a total of 82255 homes at the Great Park Neighborhoods during the ~~quarter.~~

~~As a result~~first quarter of our continued focus on cost rationalization and optimization, we have seen, and expect to continue to see significant year-over-year cost savings. In the third quarter, our selling, general and administrative costs were down 42%2023 compared to 113 homes in the ~~same period~~fourth quarter of 2022. Although there remains uncertainty with respect to the interest rate environment and other macroeconomic factors, we believe that builder demand will allow us to execute on both residential and commercial land sales over the remainder of 2023.

At March 31, 2023, we had $106.6 million in ~~2021.~~cash and $125.0 million available under our revolving credit facility, giving us total liquidity of $231.6 million.

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 ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 and ~~2021.~~2022.


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
		(in thousands)									(in thousands)
Statement of Operations Data	Statement of Operations Data									Statement of Operations Data
Revenues	Revenues									Revenues
Land sales	Land sales	$	72	$	10,000	$	643	$	10,087	Land sales	$	(25)	$	557
Land sales—related party	Land sales—related party	2,817		17		4,529		73		Land sales—related party	624		1
Management services—related party	Management services—related party	12,108		10,156		18,358		30,242		Management services—related party	4,236		3,547
Operating properties	Operating properties	419		522		2,165		1,777		Operating properties	866		781
Total revenues	Total revenues	15,416		20,695		25,695		42,179		Total revenues	5,701		4,886
Costs and expenses	Costs and expenses									Costs and expenses
Land sales	Land sales	—		—		—		—		Land sales	—		—
Management services	Management services	7,488		8,075		12,372		24,700		Management services	2,366		2,684
Operating properties	Operating properties	1,580		2,095		5,797		5,098		Operating properties	1,172		1,839
Selling, general, and administrative	Selling, general, and administrative	12,030		20,757		41,472		59,513		Selling, general, and administrative	13,752		16,791
Restructuring	Restructuring	—		—		19,437		—		Restructuring	—		19,437

Total costs and expenses	Total costs and expenses	21,098		30,927		79,078		89,311		Total costs and expenses	17,290		40,751
Other income
Other income (expense)										Other income (expense)

Interest income	Interest income	307		21		445		74		Interest income	836		21

Miscellaneous	Miscellaneous	112		1,516		336		3,833		Miscellaneous	(21)		112
Total other income	Total other income	419		1,537		781		3,907		Total other income	815		133
Equity in (loss) earnings from unconsolidated entities		(4,265)		485		(4,654)		9,048
Equity in earnings (loss) from unconsolidated entities										Equity in earnings (loss) from unconsolidated entities	1,048		(1,032)
Loss before income tax provision	Loss before income tax provision	(9,528)		(8,210)		(57,256)		(34,177)		Loss before income tax provision	(9,726)		(36,764)
Income tax provision	Income tax provision	(3)		—		(16)		(5)		Income tax provision	(8)		(5)
Net loss	Net loss	(9,531)		(8,210)		(57,272)		(34,182)		Net loss	(9,734)		(36,769)
Less net loss attributable to noncontrolling interests	Less net loss attributable to noncontrolling interests	(5,092)		(4,362)		(30,592)		(18,266)		Less net loss attributable to noncontrolling interests	(5,198)		(19,639)
Net loss attributable to the company	Net loss attributable to the company	$	(4,439)	$	(3,848)	$	(26,680)	$	(15,916)	Net loss attributable to the company	$	(4,536)	$	(17,130)

~~Three Months Ended September 30, 2022 and 2021~~

Revenues. Revenues ~~decreased~~increased by ~~$5.3~~$0.8 million, or ~~25.5%~~16.7%, to ~~$15.4~~$5.7 million for the three months ended ~~September 30, 2022,~~March 31, 2023, from ~~$20.7~~$4.9 million for the three months ended ~~September 30, 2021.~~March 31, 2022. The ~~decrease~~increase in revenues was primarily due to ~~land sales revenues recognized at our Valencia segment from variable consideration received during the three months ended September 30, 2021, offset by~~ an increase in management services revenue at our Great Park segment during the three months ended ~~September 30, 2022.~~

~~Cost of management services.~~ Cost of management services decreased by $0.6 million, or 7.3%, to $7.5 million for the three months ended September 30, 2022, from $8.1 million for the three months ended September 30, 2021. The decrease was primarily due to a decrease in reimbursable project team expenses at our Great Park segment.March 31, 2023.

Selling, general, and administrative. Selling, general, and administrative expenses decreased by ~~$8.7~~$3.0 million, or ~~42.0%~~18.1%, to ~~$12.0~~$13.8 million for the three months ended ~~September 30, 2022,~~March 31, 2023, from ~~$20.8~~$16.8 million for the three months ended ~~September 30, 2021.~~March 31, 2022. The decrease was mainly attributable to a decrease in employee related and selling and marketing expenses. We have had an approximately ~~29% reduction in headcount since the end of 2021. Most of the reductions were the result of layoffs that occurred at the end of the first quarter of 2022.~~

~~Equity in (loss) earnings 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 (loss) 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 was $4.3 million for the three months ended September 30, 2022, a decrease from earnings of $0.5 million for the three months ended September 30, 2021. The decrease was primarily a result of recognizing our share of the net loss generated by the Great Park Venture during the three months ended September 30, 2022 compared to net income generated by the Great Park Venture during the three months ended September 30, 2021.

~~Income taxes.~~Other than a small tax provision incurred by one of our consolidated subsidiary corporations, pre-tax loss of $9.5 million for the three months ended September 30, 2022 resulted in no tax benefit (after application of an increase in the Company’s valuation allowance of $1.7 million). We assessed the realization of our net deferred tax asset and the need for a valuation allowance and determined that at September 30, 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 September 30, 2021 of $8.2 million resulted in no tax benefit (after application of an increase in the Company’s valuation allowance of $0.8 million). Our effective tax rate, before changes in valuation allowance, for the three months ended September 30, 2022 was substantially similar to our effective tax rate, before changes in valuation allowance, for the three months ended September 30, 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.

~~Nine Months Ended September 30, 2022 and 2021~~

~~Revenues.~~ Revenues decreased by $16.5 million, or 39.1%, to $25.7 million for the nine months ended September 30, 2022, from $42.2 million for the nine months ended September 30, 2021. The decrease in revenues during the nine months ended September 30, 2022 was primarily due to a decrease in management services revenue at our Great Park segment in 2022 and land sales revenues recognized at our Valencia segment from variable consideration received during the nine months ended September 30, 2021.

~~Cost of management services.~~ Cost of management services decreased by $12.3 million, or 49.9%, to $12.4 million for the nine months ended September 30, 2022, from $24.7 million for the nine months ended September 30, 2021. The decrease was primarily due to a decrease in reimbursable project team expenses and intangible asset amortization expense at our Great Park segment.

~~Selling, general, and administrative.~~ Selling, general, and administrative expenses decreased by $18.0 million, or 30.3%, to $41.5 million for the nine months ended September 30, 2022, from $59.5 million for the nine months ended September 30, 2021. The decrease was mainly attributable to a decrease in employee related expenses. We have had an approximately 29%38% reduction in headcount since the end of 2021. Most of the reductions were the result of layoffs that occurred at the end of the first quarter of 2022.

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 over the term of the respective advisory agreements. 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 share-based compensation expense as a restructuring cost during the ~~nine~~three months ended ~~September 30,~~March 31, 2022.

In addition to our executive management restructuring activities, during the ~~nine~~three months ended ~~September 30,~~March 31, 2022, we incurred $0.9 million in restructuring costs for severance benefits from layoffs that occurred in March 2022.


		Page
	PART I. FINANCIAL INFORMATION
ITEM 1.	Financial Statements	1
	Unaudited Condensed Consolidated Balance Sheets as of ~~September~~March ~~30, 2022~~3 1 , 202 3 and December 31, ~~2021~~202 2	1
	Unaudited Condensed Consolidated Statements of Operations for the three months ~~and~~ ~~nine~~ ~~months~~ ended ~~September~~March 31 , 202 3 ~~30, 2022~~ and ~~2021~~20 2 2	2
	Unaudited Condensed Consolidated Statements of Comprehensive Loss for the three months ~~and~~ ~~nine~~ ~~months~~ ended ~~September~~March 31 , 202 3 ~~30, 2022~~ and ~~2021~~202 2	3
	Unaudited Condensed Consolidated Statements of Capital for the three months ~~and~~ ~~nine~~ ~~months~~ ended ~~September~~March 31 , 202 3 ~~30, 2022~~ and ~~2021~~202 2	4
	Unaudited Condensed Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September~~March 31 , 202 3 ~~30, 2022~~ and ~~2021~~20 2 2	65
	Notes to Unaudited Condensed Consolidated Financial Statements	76
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2422
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	3931
ITEM 4.	Controls and Procedures	4031

	PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings	4133
ITEM 1A.	Risk Factors	4133
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4133
ITEM 3.	Defaults Upon Senior Securities	4133
ITEM 4.	Mine Safety Disclosures	4133
ITEM 5.	Other Information	4133
ITEM 6.	Exhibits	4134
	Signatures	4235


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
ASSETS	ASSETS					ASSETS
INVENTORIES	INVENTORIES	$	2,229,525	$	2,096,824	INVENTORIES	$	2,260,595	$	2,239,125
INVESTMENT IN UNCONSOLIDATED ENTITIES	INVESTMENT IN UNCONSOLIDATED ENTITIES	367,486		374,553		INVESTMENT IN UNCONSOLIDATED ENTITIES	332,564		331,594
PROPERTIES AND EQUIPMENT, NET	PROPERTIES AND EQUIPMENT, NET	30,558		31,466		PROPERTIES AND EQUIPMENT, NET	29,955		30,243

INTANGIBLE ASSET, NET—RELATED PARTY	INTANGIBLE ASSET, NET—RELATED PARTY	45,969		51,405		INTANGIBLE ASSET, NET—RELATED PARTY	39,610		40,257
CASH AND CASH EQUIVALENTS	CASH AND CASH EQUIVALENTS	86,379		265,462		CASH AND CASH EQUIVALENTS	106,577		131,771
RESTRICTED CASH AND CERTIFICATES OF DEPOSIT	RESTRICTED CASH AND CERTIFICATES OF DEPOSIT	1,330		1,330		RESTRICTED CASH AND CERTIFICATES OF DEPOSIT	992		992
RELATED PARTY ASSETS	RELATED PARTY ASSETS	104,887		101,818		RELATED PARTY ASSETS	97,114		97,126
OTHER ASSETS	OTHER ASSETS	18,959		20,052		OTHER ASSETS	11,075		14,676
TOTAL	TOTAL	$	2,885,093	$	2,942,910	TOTAL	$	2,878,482	$	2,885,784

LIABILITIES AND CAPITAL	LIABILITIES AND CAPITAL					LIABILITIES AND CAPITAL
LIABILITIES:	LIABILITIES:					LIABILITIES:
Notes payable, net	Notes payable, net	$	620,267	$	619,116	Notes payable, net	$	621,035	$	620,651
Accounts payable and other liabilities	Accounts payable and other liabilities	107,364		115,374		Accounts payable and other liabilities	100,304		94,426

Related party liabilities	Related party liabilities	99,913		95,918		Related party liabilities	90,628		93,086
Deferred income tax liability, net	Deferred income tax liability, net	12,998		12,998		Deferred income tax liability, net	11,506		11,506
Payable pursuant to tax receivable agreement	Payable pursuant to tax receivable agreement	173,068		174,126		Payable pursuant to tax receivable agreement	173,208		173,068
Total liabilities	Total liabilities	1,013,610		1,017,532		Total liabilities	996,681		992,737

COMMITMENTS AND CONTINGENT LIABILITIES (Note 11)	COMMITMENTS AND CONTINGENT LIABILITIES (Note 11)					COMMITMENTS AND CONTINGENT LIABILITIES (Note 11)
REDEEMABLE NONCONTROLLING INTEREST	REDEEMABLE NONCONTROLLING INTEREST	25,000		25,000		REDEEMABLE NONCONTROLLING INTEREST	25,000		25,000
CAPITAL:	CAPITAL:					CAPITAL:
Class A common shares; No par value; Issued and outstanding: September 30, 2022—69,068,354 shares; December 31, 2021—70,107,552 shares
Class B common shares; No par value; Issued and outstanding: September 30, 2022—79,233,544 shares; December 31, 2021—79,233,544 shares
Class A common shares; No par value; Issued and outstanding: March 31, 2023—69,199,938 shares; December 31, 2022—69,068,354 shares						Class A common shares; No par value; Issued and outstanding: March 31, 2023—69,199,938 shares; December 31, 2022—69,068,354 shares
Class B common shares; No par value; Issued and outstanding: March 31, 2023—79,233,544 shares; December 31, 2022—79,233,544 shares						Class B common shares; No par value; Issued and outstanding: March 31, 2023—79,233,544 shares; December 31, 2022—79,233,544 shares
Contributed capital	Contributed capital	586,954		587,587		Contributed capital	588,704		587,733
Retained earnings	Retained earnings	22,109		48,789		Retained earnings	28,850		33,386
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(1,917)		(1,952)		Accumulated other comprehensive loss	(2,964)		(2,988)
Total members’ capital	Total members’ capital	607,146		634,424		Total members’ capital	614,590		618,131
Noncontrolling interests	Noncontrolling interests	1,239,337		1,265,954		Noncontrolling interests	1,242,211		1,249,916
Total capital	Total capital	1,846,483		1,900,378		Total capital	1,856,801		1,868,047
TOTAL	TOTAL	$	2,885,093	$	2,942,910	TOTAL	$	2,878,482	$	2,885,784


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Inventories	Inventories	$	726,226	$	687,235	Inventories	$	613,239	$	605,893
Cash and cash equivalents	Cash and cash equivalents	129,077		140,004		Cash and cash equivalents	144,294		149,326
Receivable and other assets	Receivable and other assets	27,625		32,550		Receivable and other assets	40,196		43,955
Total assets	Total assets	$	882,928	$	859,789	Total assets	$	797,729	$	799,174
Accounts payable and other liabilities	Accounts payable and other liabilities	$	171,477	$	128,677	Accounts payable and other liabilities	$	151,900	$	156,085

Redeemable Legacy Interests	Redeemable Legacy Interests	82,719		82,719		Redeemable Legacy Interests	66,254		66,254
Capital (Percentage Interest)	Capital (Percentage Interest)	628,732		648,393		Capital (Percentage Interest)	579,575		576,835
Total liabilities and capital	Total liabilities and capital	$	882,928	$	859,789	Total liabilities and capital	$	797,729	$	799,174
The Company’s share of capital in Great Park Venture	The Company’s share of capital in Great Park Venture	$	235,775	$	243,147	The Company’s share of capital in Great Park Venture	$	217,342	$	216,313
Unamortized basis difference	Unamortized basis difference	79,865		78,127		Unamortized basis difference	72,846		72,713
The Company’s investment in the Great Park Venture	The Company’s investment in the Great Park Venture	$	315,640	$	321,274	The Company’s investment in the Great Park Venture	$	290,188	$	289,026


		September 30, 2022	December 31, 2021		March 31, 2023	December 31, 2022
Class A units of the operating company:	Class A units of the operating company:			Class A units of the operating company:
Held by us	Held by us	69,068,354	70,107,552	Held by us	69,199,938	69,068,354
Held by noncontrolling interest members	Held by noncontrolling interest members	41,363,271	41,363,271	Held by noncontrolling interest members	41,363,271	41,363,271
		110,431,625	111,470,823		110,563,209	110,431,625
Class A units of the San Francisco Venture held by noncontrolling interest members	Class A units of the San Francisco Venture held by noncontrolling interest members	37,870,273	37,870,273	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		148,433,482	148,301,898


Exhibit			Exhibit Description

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).


	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	—	—	—		(26,680)		—		(26,680)		(30,592)		(57,272)
Share-based compensation expense	—	—	5,451		—		—		5,451		—		5,451
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	—	—	—		—		24		24		15		39

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 - September 30, 2022	69,068,354	79,233,544	$	586,954	$	22,109	$	(1,917)	$	607,146	$	1,239,337	$	1,846,483

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	—	—	—		(15,916)		—		(15,916)		(18,266)		(34,182)
Share-based compensation expense	—	—	4,201		—		—		4,201		—		4,201
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	1,381,173	—	—		—		—		—		—		—
Other comprehensive income—net of tax of $0	—	—	—		—		52		52		31		83
Tax distributions to noncontrolling interests	—	—	—		—		—		—		(4,429)		(4,429)

Adjustment to liability recognized under tax receivable agreement—net of tax of $0	—	—	(878)		—		—		(878)		—		(878)
Adjustment of noncontrolling interest in the Operating Company	—	—	4,336		—		(16)		4,320		(4,320)		—
BALANCE - September 30, 2021	70,107,552	79,233,544	$	583,890	$	26,305	$	(2,797)	$	607,398	$	1,240,448	$	1,847,846


		Three Months Ended September 30, 2021										Nine Months Ended September 30, 2021											Three Months Ended March 31, 2022
		Valencia		San Francisco		Great Park(1)		Commercial(1)		Total		Valencia		San Francisco		Great Park(1)		Commercial(1)		Total			Valencia		San Francisco		Great Park(1)		Commercial(1)		Total
Land sales and land sales—related party	Land sales and land sales—related party	$	10,017	$	—	$	—	$	—	$	10,017	$	10,160	$	—	$	—	$	—	$	10,160	Land sales and land sales—related party	$	558	$	—	$	—	$	—	$	558
Management services—related party	Management services—related party	—		—		10,054		102		10,156		—		—		29,938		304		30,242		Management services—related party	—		—		3,444		103		3,547
Operating properties	Operating properties	77		—		—		—		77		541		—		—		—		541		Operating properties	356		—		—		—		356
		10,094		—		10,054		102		20,250		10,701		—		29,938		304		40,943			914		—		3,444		103		4,461
Operating properties leasing revenues	Operating properties leasing revenues	304		141		—		—		445		805		431		—		—		1,236		Operating properties leasing revenues	245		180		—		—		425
		$	10,398	$	141	$	10,054	$	102	$	20,695	$	11,506	$	431	$	29,938	$	304	$	42,179		$	1,159	$	180	$	3,444	$	103	$	4,886


	September 30, 2022		December 31, 2021
Operating lease right-of-use assets ($17,006 and $18,715 related party, respectively)	$	20,267	$	23,779
Operating lease liabilities ($12,896 and $13,931 related party, respectively)	$	16,814	$	20,034


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, 2023 to January 31, 2023	83,660	$	2.41	—	—
February 1, 2023 to February 28, 2023	—	—		—	—
March 1, 2023 to March 31, 2023	—	—		—	—
	83,660	$	2.41	—	—


			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 Principal Accounting Officer)