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Sat Oct 31 · markets closed3 signals on Oct 30129 insider buys this week · $10BCIRO short report next: Nov 14The week ahead

FPH

Five Point Holdings, LLC
NYSE · REAL ESTATE · REAL ESTATE
4.18
−0.02 −0.48%
USD · close Oct 30

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MKT CAP —P/E —DIV YIELD —FCF YIELD —REV TTM $116.9M −40.8%NET INCOME $53M −31.9%NET CASH —52W 4.08 – 6.30SEC XBRL · TTM TO Invalid Date

How FPH rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
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New in FY2025

  • We are, through a wholly owned subsidiary, the sole managing general partner and owned, as of December 31, 2025, approximately 65.0% 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 previously owned portions of the Five Point Gateway Campus, a commercial office, research and development and medical campus located within the Great Park Neighborhoods; • Five Point Communities, LP and Five Point Communities Management, Inc.
  • (together, the “management company”), which provide development management services for the Great Park Neighborhoods; and • Hearthstone Residential Holdings, LLC (the “Hearthstone Venture”), which is primarily engaged in providing asset management services to land banking funds (the “Hearthstone Funds”) that are primarily focused on acquiring, developing and managing residential lot option programs.
  • We acquired a controlling financial interest in the Hearthstone Venture on July 31, 2025.
  • The operating company consolidates and controls the management of all of these entities, except for the Great Park Venture, the Gateway Commercial Venture and the Hearthstone Funds.
  • The Hearthstone Venture generally has between a 1% and 3% interest in an individual Hearthstone Fund and accounts for such interest using the equity method.
  • Please review “Structure and Formation of Our Company,” “Our Communities” and “Hearthstone” under Part I, Item 1 of this report for a description of our organizational structure, each of our communities and the Hearthstone Venture.
  • Operational Highlights and Outlook In 2025, we delivered another record year while continuing to execute on our core operating priorities and growth strategy.
  • Consolidated net income for 2025 was $183.5 million, exceeding our prior record of $177.6 million set in 2024.
  • We ended the year with $425.5 million of cash and cash equivalents and total liquidity of $643.0 million.
  • We also strengthened our balance sheet and capital structure during 2025, including refinancing our senior notes, reducing our outstanding debt by $75.0 million, and extending and expanding our revolving credit facility.
  • At Valencia, we closed the sale of 13.8 acres of commercial land for a purchase price of $42.5 million in 2025, representing our first significant industrial land sale at Valencia in over 15 years.
  • In 2025, we elected to delay residential land sales to optimize land values and align sales with market conditions, while our guest homebuilders sold 238 homes during the year, for a total of 1,837 homes sold since sales began in May 2021.
  • At the Great Park Neighborhoods, in which we have a 37.5% percentage interest and manage all aspects of the development cycle, the Great Park Venture recognized residential land sale revenue of $781.7 million from the sale of 920 homesites on 75.6 acres of land.
  • The Great Park Venture made distributions and related participating payments with proceeds from the land sales, of which we received approximately $319.9 million for both our ownership interests and incentive management fee compensation.
  • Home sales by guest homebuilders totaled 611 homes in 2025.
  • Our next neighborhood is comprised of 513 homes across eight builder collections and is expected to open in phases throughout 2026.
  • In San Francisco, we are finalizing engineering for the next phase of infrastructure at Candlestick and expect to begin construction as early as the first half of 2026.
  • As part of our growth strategy, we expanded our platform and earnings profile through the acquisition and integration of the Hearthstone Venture, adding a complementary land bank management business that will provide us with an additional fee-based earnings stream.
  • The Hearthstone Venture contributed $11.8 million of management fee revenue and $3.9 million of net income to our consolidated results in 2025, and we believe it will considerably expand our relationships with institutional capital partners and builders and provide a scalable platform for fee-based earnings growth.
  • As we look at additional growth opportunities, we may pursue acquisitions, investments, joint ventures or other growth alternatives.
  • We believe these joint ventures offer the ability to (i) de-risk and accelerate monetization of our existing communities, (ii) generate additional fee-based revenue streams from new assets and investments and (iii) move to an asset-lighter balance sheet model.
  • Segments Our reportable operating segments include our three community segments, Valencia, San Francisco and Great Park, and our Hearthstone segment: • Our Valencia segment includes operating results related to the Valencia community and agricultural operations in Los Angeles and Ventura Counties, California. • Our San Francisco segment includes operating results for the Candlestick and The San Francisco Shipyard communities. • Our Great Park segment includes operating results for the Great Park Neighborhoods community as well as development management services provided by the management company for the Great Park Venture. • Our Hearthstone segment includes the operating results for the Hearthstone Venture, which owns and operates our residential asset management platform.
  • The operating results for the Hearthstone segment are presented from the acquisition date of July 31, 2025.
  • Results of Operations The following tables and related discussions on the results of operations are for the fiscal years ended December 31, 2025 and 2024.
  • Refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under Part II of our annual report on Form 10-K for the fiscal year ended December 31, 2024 for financial data and related comparative discussions on results of operations for the fiscal years ended December 31, 2024 and 2023, which is incorporated herein by reference.
  • The Company The following table summarizes our consolidated historical results of operations for the years ended December 31, 2025 and 2024.
  • Year Ended December 31, 2025 2024 (in thousands) Statement of Operations Data REVENUES: Land sales $ 42,450 $ 139,097 Land sales—related party — — Management services—related party 65,304 96,404 Operating properties 2,266 2,425 Total revenues 110,020 237,926 COSTS AND EXPENSES: Land sales 29,719 90,109 Management services 20,389 23,852 Operating properties 6,683 5,134 Selling, general, and administrative 60,617 51,233 Total costs and expenses 117,408 170,328 OTHER INCOME (EXPENSE): Interest income 17,254 10,858 Loss on debt extinguishment (1,819) — Miscellaneous 820 (5,977) Total other income 16,255 4,881 EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES 203,592 132,617 INCOME BEFORE INCOME TAX PROVISION 212,459 205,096 INCOME TAX PROVISION (28,925) (27,462) NET INCOME 183,534 177,634 LESS NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS 112,568 109,337 NET INCOME ATTRIBUTABLE TO THE COMPANY $ 70,966 $ 68,297 Revenues.
  • Revenues decreased by $127.9 million, to $110.0 million for the year ended December 31, 2025, from $237.9 million for the year ended December 31, 2024.
  • The decrease in revenues was primarily due to lower land sales at our Valencia segment in 2025 compared to 2024 and a decrease in management services revenue at our Great Park segment in 2025, partially offset by management services revenue recognized at our new Hearthstone segment.
  • The cost of land sales decreased by $60.4 million, to $29.7 million for the year ended December 31, 2025, from $90.1 million for the year ended December 31, 2024.
  • The decrease in cost of land sales was attributable to lower land sales at our Valencia segment in 2025 compared to 2024.
  • Cost of management services decreased by $3.5 million, or 14.5%, to $20.4 million for the year ended December 31, 2025, from $23.9 million for the year ended December 31, 2024.
  • The decrease was primarily due to a decrease in intangible asset amortization expense at our Great Park segment, partially offset by the cost of management services recognized at our new Hearthstone segment.
  • SG&A expenses increased by $9.4 million, or 18.3%, to $60.6 million for the year ended December 31, 2025, from $51.2 million for the year ended December 31, 2024.
  • The increase was mainly attributable to costs associated with our acquisition of the Hearthstone Venture and an increase in share-based compensation expense.
  • Equity in earnings from unconsolidated entities increased by $71.0 million, to $203.6 million for the year ended December 31, 2025, from $132.6 million for the year ended December 31, 2024.
  • Equity in earnings for the years ended December 31, 2025 and 2024 was primarily a result of recognizing our share of the net income of the Great Park Venture generated from land sales during each period and additionally for the year ended December 31, 2024 from the net income of the Gateway Commercial Venture for the sale of its remaining interests in the Five Point Gateway Campus.
  • Pre-tax income of $212.5 million for the year ended December 31, 2025 resulted in a tax provision of $28.9 million.
  • We assessed the realization of the net deferred tax asset and the need for a valuation allowance, based on positive and negative evidence, and determined that at December 31, 2025, it was more likely than not that such net deferred tax asset would be realizable, and we had no valuation allowance recorded.

and 452 more.

Gone since FY2024

  • We are, through a wholly owned subsidiary, the sole managing general partner and owned, as of December 31, 2024, approximately 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 previously owned 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 management services for the Great Park Neighborhoods.
  • The operating company consolidates and controls the management of all of these entities, except for the Great Park Venture and the Gateway Commercial Venture.
  • Please review “Structure and Formation of Our Company” and “Our Communities” under Part I, Item 1 of this report for a description of our organizational structure, each of our communities and our commercial venture.
  • Operational Highlights and Outlook In 2024, we continued to focus on our three main priorities: generating revenue and positive cash flow; managing our capital spend to match near-term revenue opportunities; and controlling our selling, general and administrative (“SG&A”) costs.
  • Our execution on these priorities allowed us to have a record year, and we remain well positioned to continue executing on land sales to our guest builders at the Great Park Neighborhoods and Valencia in 2025.
  • At Valencia, we closed the sale of 493 homesites on 54.4 acres for an aggregate purchase price of $137.9 million in 2024.
  • With a focus on managing capital spend to optimize the timing and amount of spending in relation to anticipated revenues, we were able to work with our homebuilder partners to shift some of the final land development costs to the builders, and we adjusted our sales pricing accordingly.
  • We will continue to look to minimize our capital spend between revenue opportunities.
  • Valencia guest homebuilders sold 348 homes during 2024, for a total of 1,599 homes sold since sales began in May 2021.
  • By the end of 2024, our guest homebuilders had sold out two of the three previously opened neighborhoods in our newest development area and opened five additional neighborhoods.
  • Homes in these neighborhoods consist of a wide mix of attached and detached single family homes that are attracting first time buyers along with trade-up buyers.
  • We expect to continue land sales at Valencia in the second half of 2025.
  • At the Great Park Neighborhoods, in which we have a 37.5% percentage interest and manage all aspects of the development cycle, the Great Park Venture recognized land sale revenue of $480.0 million from the sale of 559 homesites on 56.1 acres of land and $25.4 million from the sale of 12.8 acres of commercial land.
  • The Great Park Venture made distributions and related participating payments with proceeds from the land sales, of which we received approximately $231.0 million for both our ownership interests and incentive management fee compensation.
  • Home sales by guest homebuilders totaled 441 homes in 2024.
  • Our next neighborhood is comprised of 372 homes across five builder collections and is expected to open in phases throughout 2025.
  • We expect the Great Park Venture will close the sale of approximately 979 homesites across fourteen different programs during 2025.
  • Twelve of the fourteen programs consisting of 868 homesites and approximately 74 acres are under contract, and two of those programs consisting of 197 homesites on approximately 11 acres closed in February 2025.
  • We currently expect approximately 210 additional homesites on approximately 18 acres to close during the first half of 2025, with the remaining 572 homesites on approximately 54 acres scheduled to close in the fourth quarter of 2025.
  • In San Francisco, we obtained final approval of our revised development plans in the fourth quarter of 2024, including the transfer of approximately two million square feet of commercial entitlements from The San Francisco Shipyard community to our Candlestick community.
  • We have commenced engineering for the next phase of infrastructure at Candlestick and expect to begin construction as early as the first quarter of 2026.
  • We believe we are well positioned to move forward with the implementation of growth initiatives to complement our three existing communities, which represents an expansion of the operating strategy we have been executing.
  • As part of our growth strategy, we may pursue acquisitions, investments, joint ventures or other growth opportunities.
  • We believe these joint ventures offer the ability to de-risk and accelerate monetization of our existing communities and the opportunity to generate additional revenue streams from new assets and investments.
  • In addition, the joint venture strategy will allow us to move to an asset-lighter balance sheet model.
  • Although we may pursue a variety of potential acquisitions and investments, we believe a natural opportunity for us is to enter into joint ventures with third-party capital partners that will allow us to take a minority equity position while capitalizing on our expertise in land development and entitlement to generate management fees and incentive compensation.
  • We believe that we already have the core infrastructure and personnel required to pursue these opportunities.
  • Segments Following the sale of the Gateway Commercial Venture’s commercial operating assets in December 2024, our Commercial segment is no longer operating.
  • Our three remaining reportable operating segments include our three community segments, Valencia, San Francisco and Great Park: • Our Valencia segment includes operating results related to the Valencia community and agricultural operations in Los Angeles and Ventura Counties, California.
  • Our investment in the Valencia Landbank Venture is also reported in the Valencia segment. • Our San Francisco segment includes operating results for the Candlestick and The San Francisco Shipyard communities. • Our Great Park segment includes operating results for the Great Park Neighborhoods community as well as development management services provided by the management company for the Great Park Venture.
  • Results of Operations The following tables and related discussions on the results of operations are for the fiscal years ended December 31, 2024 and 2023.
  • Refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under Part II of our annual report on Form 10-K for the fiscal year ended December 31, 2023 for financial data and related comparative discussions on results of operations for the fiscal years ended December 31, 2023 and 2022, which is incorporated herein by reference.
  • The Company The following table summarizes our consolidated historical results of operations for the years ended December 31, 2024 and 2023.
  • Year Ended December 31, 2024 2023 (in thousands) Statement of Operations Data REVENUES: Land sales $ 139,097 $ 160,796 Land sales—related party — 595 Management services—related party 96,404 47,621 Operating properties 2,425 2,720 Total revenues 237,926 211,732 COSTS AND EXPENSES: Land sales 90,109 105,651 Management services 23,852 22,170 Operating properties 5,134 6,167 Selling, general, and administrative 51,233 51,495 Total costs and expenses 170,328 185,483 OTHER INCOME (EXPENSE): Interest income 10,858 7,230 Miscellaneous (5,977) (776) Total other income 4,881 6,454 EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES 132,617 76,595 INCOME BEFORE INCOME TAX (PROVISION) BENEFIT 205,096 109,298 INCOME TAX (PROVISION) BENEFIT (27,462) 4,418 NET INCOME 177,634 113,716 LESS NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS 109,337 58,322 NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY $ 68,297 $ 55,394 Revenues.
  • Revenues increased by $26.2 million, to $237.9 million for the year ended December 31, 2024, from $211.7 million for the year ended December 31, 2023.
  • The increase in revenues was primarily due to an increase in management services revenue at our Great Park segment in 2024, partially offset by lower land sales at our Valencia segment in 2024 compared to 2023.
  • The cost of land sales decreased by $15.5 million, to $90.1 million for the year ended December 31, 2024, from $105.7 million for the year ended December 31, 2023.
  • The decrease in cost of land sales was attributable to lower land sales at our Valencia segment in 2024 compared to 2023.

and 416 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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