0001574197-19-000005.txt : 20190314 0001574197-19-000005.hdr.sgml : 20190314 20190314171934 ACCESSION NUMBER: 0001574197-19-000005 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 122 CONFORMED PERIOD OF REPORT: 20181231 FILED AS OF DATE: 20190314 DATE AS OF CHANGE: 20190314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Five Point Holdings, LLC CENTRAL INDEX KEY: 0001574197 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 270599397 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38088 FILM NUMBER: 19681945 BUSINESS ADDRESS: STREET 1: 15131 ALTON PARKWAY, 4TH FLOOR CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: (949) 349-1000 MAIL ADDRESS: STREET 1: 15131 ALTON PARKWAY, 4TH FLOOR CITY: IRVINE STATE: CA ZIP: 92618 FORMER COMPANY: FORMER CONFORMED NAME: Newhall Holding Company, LLC DATE OF NAME CHANGE: 20130411 10-K 1 fph-123118x10k.htm 10-K Document
false--12-31FY20180001574197YestruetrueAccelerated Filer646000000falsefalseNoNoP2YP3Y6975200000001P1Y0.125184020005830000021294000623148508146343366810980788387367142857623148508146343366810980788387360.07875102700000420000024000001400000P40YP15YP15YP40YP10YP2YP2YP10Y4364983300064000550006.336.336.33 0001574197 2018-01-01 2018-12-31 0001574197 us-gaap:CommonClassBMember 2019-02-28 0001574197 us-gaap:CommonClassAMember 2019-02-28 0001574197 2018-06-29 0001574197 2017-12-31 0001574197 2018-12-31 0001574197 us-gaap:CommonClassAMember 2017-12-31 0001574197 us-gaap:CommonClassAMember 2018-12-31 0001574197 us-gaap:CommonClassBMember 2017-12-31 0001574197 us-gaap:CommonClassBMember 2018-12-31 0001574197 2017-01-01 2017-12-31 0001574197 us-gaap:LandMember srt:AffiliatedEntityMember 2016-01-01 2016-12-31 0001574197 us-gaap:LandMember srt:AffiliatedEntityMember 2018-01-01 2018-12-31 0001574197 us-gaap:CommonClassAMember 2017-01-01 2017-12-31 0001574197 us-gaap:RealEstateOtherMember 2016-01-01 2016-12-31 0001574197 us-gaap:CommonClassBMember 2016-01-01 2016-12-31 0001574197 2016-01-01 2016-12-31 0001574197 us-gaap:CommonClassAMember 2016-01-01 2016-12-31 0001574197 us-gaap:ManagementServiceMember srt:AffiliatedEntityMember 2016-01-01 2016-12-31 0001574197 us-gaap:CommonClassBMember 2017-01-01 2017-12-31 0001574197 us-gaap:RealEstateOtherMember 2017-01-01 2017-12-31 0001574197 us-gaap:CommonClassAMember 2018-01-01 2018-12-31 0001574197 us-gaap:RealEstateOtherMember 2018-01-01 2018-12-31 0001574197 us-gaap:LandMember 2017-01-01 2017-12-31 0001574197 us-gaap:LandMember 2018-01-01 2018-12-31 0001574197 us-gaap:ManagementServiceMember 2018-01-01 2018-12-31 0001574197 us-gaap:ManagementServiceMember srt:AffiliatedEntityMember 2018-01-01 2018-12-31 0001574197 us-gaap:ManagementServiceMember 2016-01-01 2016-12-31 0001574197 us-gaap:ManagementServiceMember srt:AffiliatedEntityMember 2017-01-01 2017-12-31 0001574197 us-gaap:LandMember 2016-01-01 2016-12-31 0001574197 us-gaap:CommonClassBMember 2018-01-01 2018-12-31 0001574197 us-gaap:ManagementServiceMember 2017-01-01 2017-12-31 0001574197 us-gaap:LandMember srt:AffiliatedEntityMember 2017-01-01 2017-12-31 0001574197 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2016-12-31 0001574197 us-gaap:CapitalUnitClassAMember us-gaap:CommonStockMember 2015-12-31 0001574197 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2016-12-31 0001574197 us-gaap:AdditionalPaidInCapitalMember 2016-01-01 2016-12-31 0001574197 us-gaap:AdditionalPaidInCapitalMember 2016-12-31 0001574197 us-gaap:ParentMember 2018-12-31 0001574197 us-gaap:ParentMember 2017-01-01 2017-12-31 0001574197 us-gaap:ParentMember 2018-01-01 2018-12-31 0001574197 us-gaap:ParentMember 2016-01-01 2016-12-31 0001574197 us-gaap:AdditionalPaidInCapitalMember 2017-01-01 2017-12-31 0001574197 us-gaap:NoncontrollingInterestMember 2018-12-31 0001574197 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2017-01-01 2017-12-31 0001574197 us-gaap:ParentMember us-gaap:PrivatePlacementMember 2017-01-01 2017-12-31 0001574197 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2015-12-31 0001574197 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2018-01-01 2018-12-31 0001574197 us-gaap:ParentMember us-gaap:IPOMember 2017-01-01 2017-12-31 0001574197 2015-12-31 0001574197 2016-12-31 0001574197 us-gaap:CapitalUnitClassAMember us-gaap:CommonStockMember 2016-01-01 2016-12-31 0001574197 us-gaap:NoncontrollingInterestMember 2016-01-01 2016-12-31 0001574197 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-12-31 0001574197 us-gaap:PrivatePlacementMember 2017-01-01 2017-12-31 0001574197 us-gaap:RetainedEarningsMember 2018-01-01 2018-12-31 0001574197 us-gaap:CapitalUnitClassBMember us-gaap:CommonStockMember 2016-01-01 2016-12-31 0001574197 us-gaap:NoncontrollingInterestMember 2017-01-01 2017-12-31 0001574197 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2016-01-01 2016-12-31 0001574197 us-gaap:RetainedEarningsMember 2018-12-31 0001574197 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2017-01-01 2017-12-31 0001574197 us-gaap:RetainedEarningsMember 2016-12-31 0001574197 us-gaap:RetainedEarningsMember 2017-12-31 0001574197 us-gaap:IPOMember 2017-01-01 2017-12-31 0001574197 us-gaap:RetainedEarningsMember 2016-01-01 2016-12-31 0001574197 us-gaap:NoncontrollingInterestMember 2017-12-31 0001574197 us-gaap:CommonClassAMember us-gaap:CommonStockMember us-gaap:IPOMember 2017-01-01 2017-12-31 0001574197 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2017-12-31 0001574197 us-gaap:AdditionalPaidInCapitalMember 2018-01-01 2018-12-31 0001574197 us-gaap:AdditionalPaidInCapitalMember 2015-12-31 0001574197 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-01-01 2018-12-31 0001574197 us-gaap:ParentMember 2017-12-31 0001574197 us-gaap:NoncontrollingInterestMember 2016-12-31 0001574197 us-gaap:RetainedEarningsMember 2015-12-31 0001574197 us-gaap:AdditionalPaidInCapitalMember 2018-12-31 0001574197 us-gaap:AdditionalPaidInCapitalMember 2017-12-31 0001574197 us-gaap:RetainedEarningsMember 2017-01-01 2017-12-31 0001574197 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2018-01-01 2018-12-31 0001574197 us-gaap:NoncontrollingInterestMember 2018-01-01 2018-12-31 0001574197 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2017-12-31 0001574197 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2018-12-31 0001574197 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2015-12-31 0001574197 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2016-01-01 2016-12-31 0001574197 us-gaap:ParentMember 2016-12-31 0001574197 us-gaap:AdditionalPaidInCapitalMember us-gaap:IPOMember 2017-01-01 2017-12-31 0001574197 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2016-12-31 0001574197 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2016-01-01 2016-12-31 0001574197 us-gaap:ParentMember 2015-12-31 0001574197 us-gaap:NoncontrollingInterestMember 2015-12-31 0001574197 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2017-12-31 0001574197 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2018-12-31 0001574197 us-gaap:AdditionalPaidInCapitalMember us-gaap:PrivatePlacementMember 2017-01-01 2017-12-31 0001574197 us-gaap:NoncontrollingInterestMember us-gaap:PrivatePlacementMember 2017-01-01 2017-12-31 0001574197 us-gaap:CapitalUnitClassBMember us-gaap:CommonStockMember 2015-12-31 0001574197 us-gaap:CommonClassBMember us-gaap:CommonStockMember us-gaap:PrivatePlacementMember 2017-01-01 2017-12-31 0001574197 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2015-12-31 0001574197 us-gaap:CommonClassAMember us-gaap:IPOMember 2017-01-01 2017-12-31 0001574197 fph:FivePointOperatingCompanyLLCMember srt:ParentCompanyMember us-gaap:CapitalUnitClassBMember srt:AffiliatedEntityMember us-gaap:PrivatePlacementMember 2017-05-15 0001574197 fph:FivePointCommunitiesLPMember us-gaap:CapitalUnitClassAMember 2016-05-02 2016-05-02 0001574197 fph:FivePointOperatingCompanyLLCMember srt:ParentCompanyMember srt:AffiliatedEntityMember 2018-01-01 2018-12-31 0001574197 fph:FivePointOperatingCompanyLLCMember srt:ParentCompanyMember srt:AffiliatedEntityMember 2017-01-01 2017-12-31 0001574197 fph:FivePointLandUnitsExchangedForClassACommonUnitsMember 2016-05-02 2016-05-02 0001574197 fph:TheSanFranciscoVentureMember us-gaap:CapitalUnitClassAMember 2017-03-31 2017-03-31 0001574197 us-gaap:CapitalUnitClassAMember fph:FivePointLandUnitsExchangedForClassACommonUnitsMember 2016-05-02 2016-05-02 0001574197 us-gaap:CommonClassAMember us-gaap:IPOMember 2017-05-15 2017-05-15 0001574197 us-gaap:CommonClassBMember 2016-05-02 2016-05-02 0001574197 fph:FivePointOperatingCompanyLLCMember us-gaap:CapitalUnitClassAMember 2017-03-31 2017-03-31 0001574197 us-gaap:CommonClassAMember 2016-05-02 2016-05-02 0001574197 fph:HoldersofClassAUnitsofSanFranciscoVentureMember us-gaap:CommonClassBMember 2016-05-02 2016-05-02 0001574197 fph:FivePointOperatingCompanyLLCMember srt:ParentCompanyMember us-gaap:CapitalUnitClassAMember srt:AffiliatedEntityMember us-gaap:IPOMember 2017-05-15 0001574197 fph:FivePointHoldingsLLCMember us-gaap:CommonClassAMember 2017-03-31 2017-03-31 0001574197 fph:FivePointOperatingCompanyLLCMember fph:LennarCorporationMember us-gaap:CapitalUnitClassAMember srt:AffiliatedEntityMember us-gaap:PrivatePlacementMember 2017-05-15 0001574197 fph:FivePointHoldingsLLCMember us-gaap:CommonClassBMember us-gaap:PrivatePlacementMember 2017-05-15 0001574197 us-gaap:IPOMember 2017-05-15 2017-05-15 0001574197 fph:FivePointHoldingsLLCMember us-gaap:CapitalUnitClassBMember us-gaap:PrivatePlacementMember 2017-05-15 0001574197 fph:HeritageFieldsLLCMember 2016-05-02 0001574197 us-gaap:CommonClassAMember us-gaap:OverAllotmentOptionMember 2017-05-15 2017-05-15 0001574197 us-gaap:CommonClassAMember us-gaap:IPOMember 2017-05-15 0001574197 fph:FivePointCommunitiesLPMember us-gaap:CommonClassAMember 2016-05-02 2016-05-02 0001574197 fph:TheSanFranciscoVentureMember us-gaap:CapitalUnitClassAMember 2016-05-02 2016-05-02 0001574197 us-gaap:PrivatePlacementMember 2017-05-15 2017-05-15 0001574197 2016-05-02 2016-05-02 0001574197 fph:HeritageFieldsLLCMember 2016-05-02 2016-05-02 0001574197 fph:TheSanFranciscoVentureMember us-gaap:CapitalUnitClassBMember 2017-03-31 2017-03-31 0001574197 fph:FivePointHoldingsLLCMember us-gaap:CommonClassBMember 2017-03-31 2017-03-31 0001574197 us-gaap:CommonClassAMember us-gaap:IPOMember 2016-05-02 2016-05-02 0001574197 fph:FivePointOperatingCompanyLLCMember us-gaap:CapitalUnitClassBMember 2017-03-31 2017-03-31 0001574197 us-gaap:CommonClassBMember 2017-05-15 0001574197 srt:RestatementAdjustmentMember us-gaap:AccountingStandardsUpdate201618Member 2015-12-31 0001574197 srt:RestatementAdjustmentMember us-gaap:AccountingStandardsUpdate201618Member 2016-01-01 2016-12-31 0001574197 srt:RestatementAdjustmentMember us-gaap:AccountingStandardsUpdate201618Member 2016-12-31 0001574197 srt:ScenarioPreviouslyReportedMember 2016-01-01 2016-12-31 0001574197 srt:ScenarioPreviouslyReportedMember 2015-12-31 0001574197 srt:ScenarioPreviouslyReportedMember 2016-12-31 0001574197 us-gaap:CalculatedUnderRevenueGuidanceInEffectBeforeTopic606Member 2017-12-31 0001574197 2018-01-01 0001574197 us-gaap:AccountingStandardsUpdate201409Member us-gaap:DifferenceBetweenRevenueGuidanceInEffectBeforeAndAfterTopic606Member 2018-01-01 0001574197 srt:MinimumMember us-gaap:AccountingStandardsUpdate201602Member us-gaap:SubsequentEventMember 2019-01-01 0001574197 us-gaap:AccountingStandardsUpdate201707Member 2016-01-01 2016-12-31 0001574197 us-gaap:AccountingStandardsUpdate201707Member 2017-01-01 2017-12-31 0001574197 srt:MaximumMember us-gaap:AccountingStandardsUpdate201602Member us-gaap:SubsequentEventMember 2019-01-01 0001574197 srt:MaximumMember us-gaap:AccountingStandardsUpdate201602Member 2018-12-31 0001574197 srt:MinimumMember us-gaap:AccountingStandardsUpdate201602Member 2018-12-31 0001574197 2018-01-01 2018-01-31 0001574197 srt:ScenarioPreviouslyReportedMember 2017-12-31 0001574197 srt:RestatementAdjustmentMember us-gaap:AccountingStandardsUpdate201618Member 2017-12-31 0001574197 srt:RestatementAdjustmentMember us-gaap:AccountingStandardsUpdate201618Member 2017-01-01 2017-12-31 0001574197 srt:ScenarioPreviouslyReportedMember 2017-01-01 2017-12-31 0001574197 srt:MaximumMember us-gaap:EquipmentMember 2018-01-01 2018-12-31 0001574197 srt:MaximumMember us-gaap:LandImprovementsMember 2018-01-01 2018-12-31 0001574197 srt:MinimumMember us-gaap:FurnitureAndFixturesMember 2018-01-01 2018-12-31 0001574197 srt:MinimumMember us-gaap:BuildingMember 2018-01-01 2018-12-31 0001574197 srt:MinimumMember us-gaap:LandImprovementsMember 2018-01-01 2018-12-31 0001574197 srt:MaximumMember us-gaap:BuildingMember 2018-01-01 2018-12-31 0001574197 srt:MinimumMember us-gaap:EquipmentMember 2018-01-01 2018-12-31 0001574197 srt:MaximumMember us-gaap:FurnitureAndFixturesMember 2018-01-01 2018-12-31 0001574197 us-gaap:LandMember us-gaap:AccountingStandardsUpdate201409Member us-gaap:DifferenceBetweenRevenueGuidanceInEffectBeforeAndAfterTopic606Member srt:AffiliatedEntityMember 2018-01-01 2018-12-31 0001574197 us-gaap:AccountingStandardsUpdate201409Member us-gaap:DifferenceBetweenRevenueGuidanceInEffectBeforeAndAfterTopic606Member 2018-01-01 2018-12-31 0001574197 us-gaap:ManagementServiceMember us-gaap:AccountingStandardsUpdate201409Member us-gaap:DifferenceBetweenRevenueGuidanceInEffectBeforeAndAfterTopic606Member srt:AffiliatedEntityMember 2018-01-01 2018-12-31 0001574197 us-gaap:ManagementServiceMember us-gaap:CalculatedUnderRevenueGuidanceInEffectBeforeTopic606Member srt:AffiliatedEntityMember 2018-01-01 2018-12-31 0001574197 us-gaap:ManagementServiceMember us-gaap:AccountingStandardsUpdate201409Member us-gaap:DifferenceBetweenRevenueGuidanceInEffectBeforeAndAfterTopic606Member 2018-01-01 2018-12-31 0001574197 us-gaap:CalculatedUnderRevenueGuidanceInEffectBeforeTopic606Member 2018-01-01 2018-12-31 0001574197 us-gaap:RealEstateOtherMember us-gaap:CalculatedUnderRevenueGuidanceInEffectBeforeTopic606Member 2018-01-01 2018-12-31 0001574197 us-gaap:ManagementServiceMember us-gaap:CalculatedUnderRevenueGuidanceInEffectBeforeTopic606Member 2018-01-01 2018-12-31 0001574197 us-gaap:LandMember us-gaap:CalculatedUnderRevenueGuidanceInEffectBeforeTopic606Member 2018-01-01 2018-12-31 0001574197 us-gaap:LandMember us-gaap:CalculatedUnderRevenueGuidanceInEffectBeforeTopic606Member srt:AffiliatedEntityMember 2018-01-01 2018-12-31 0001574197 us-gaap:LandMember us-gaap:AccountingStandardsUpdate201409Member us-gaap:DifferenceBetweenRevenueGuidanceInEffectBeforeAndAfterTopic606Member 2018-01-01 2018-12-31 0001574197 us-gaap:RealEstateOtherMember us-gaap:AccountingStandardsUpdate201409Member us-gaap:DifferenceBetweenRevenueGuidanceInEffectBeforeAndAfterTopic606Member 2018-01-01 2018-12-31 0001574197 fph:GreatParkVentureMember 2018-12-31 0001574197 fph:ManagementServicesMember 2018-01-01 2018-12-31 0001574197 fph:LandSalesMember fph:SanFranciscoMember 2018-01-01 2018-12-31 0001574197 fph:SanFranciscoMember 2018-01-01 2018-12-31 0001574197 fph:OperatingPropertiesMember fph:CommercialLeasingMember 2018-01-01 2018-12-31 0001574197 fph:LandSalesMember 2018-01-01 2018-12-31 0001574197 fph:OperatingPropertiesMember fph:NewhallMember 2018-01-01 2018-12-31 0001574197 fph:LandSalesMember fph:CommercialLeasingMember 2018-01-01 2018-12-31 0001574197 fph:NewhallMember 2018-01-01 2018-12-31 0001574197 fph:ManagementServicesMember fph:NewhallMember 2018-01-01 2018-12-31 0001574197 fph:OperatingPropertiesMember fph:GreatParkVentureMember 2018-01-01 2018-12-31 0001574197 fph:GreatParkVentureMember 2018-01-01 2018-12-31 0001574197 fph:ManagementServicesMember fph:SanFranciscoMember 2018-01-01 2018-12-31 0001574197 fph:CommercialLeasingMember 2018-01-01 2018-12-31 0001574197 fph:ManagementServicesMember fph:CommercialLeasingMember 2018-01-01 2018-12-31 0001574197 fph:OperatingPropertiesMember fph:SanFranciscoMember 2018-01-01 2018-12-31 0001574197 fph:LandSalesMember fph:NewhallMember 2018-01-01 2018-12-31 0001574197 fph:OperatingPropertiesMember 2018-01-01 2018-12-31 0001574197 fph:ManagementServicesMember fph:GreatParkVentureMember 2018-01-01 2018-12-31 0001574197 fph:LandSalesMember fph:GreatParkVentureMember 2018-01-01 2018-12-31 0001574197 us-gaap:AccountingStandardsUpdate201409Member us-gaap:DifferenceBetweenRevenueGuidanceInEffectBeforeAndAfterTopic606Member 2018-12-31 0001574197 us-gaap:CalculatedUnderRevenueGuidanceInEffectBeforeTopic606Member 2018-12-31 0001574197 fph:TheManagementCompanyandTheSanFranciscoVentureMember 2016-01-01 2016-12-31 0001574197 fph:CapitalCommitmentfromSellerMember srt:AffiliatedEntityMember 2016-05-02 2016-05-02 0001574197 fph:MallVentureMember 2016-05-02 0001574197 fph:TheSanFranciscoVentureMember 2016-05-02 2016-05-02 0001574197 fph:FivePointOperatingCompanyLLCMember fph:TheSanFranciscoVentureMember us-gaap:CapitalUnitClassAMember srt:AffiliatedEntityMember 2016-05-02 2016-05-02 0001574197 fph:TheSanFranciscoVentureMember 2016-05-02 0001574197 fph:CPHPDevelopmentLLCMember fph:TheSanFranciscoVentureMember 2016-05-02 0001574197 fph:ManagementCompanyMember 2016-05-02 0001574197 fph:FivePointOperatingCompanyLLCMember fph:ManagementCompanyMember fph:OperatingCompanyMember srt:AffiliatedEntityMember 2016-05-02 0001574197 fph:ManagementCompanyJointVentureMember fph:FPCHFVentureIMember fph:ManagementCompanyMember 2016-05-02 0001574197 fph:TheSanFranciscoVentureMember us-gaap:AcquisitionRelatedCostsMember srt:AffiliatedEntityMember 2016-01-01 2016-12-31 0001574197 fph:FivePointOperatingCompanyLLCMember fph:TheSanFranciscoVentureMember srt:AffiliatedEntityMember 2016-05-02 0001574197 fph:ManagementCompanyJointVentureMember fph:FPLMember fph:ManagementCompanyMember 2016-05-02 0001574197 fph:FivePointOperatingCompanyLLCMember fph:ManagementCompanyMember srt:AffiliatedEntityMember 2016-05-02 0001574197 fph:ManagementCompanyJointVentureMember fph:FPCHFVentureIMember fph:ManagementCompanyMember 2014-12-31 0001574197 fph:LegacyIncentiveCompensationReceivableMember srt:AffiliatedEntityMember 2018-01-01 2018-12-31 0001574197 fph:ManagementCompanyMember 2016-05-02 2016-05-02 0001574197 fph:FivePointOperatingCompanyLLCMember fph:ManagementCompanyMember us-gaap:CapitalUnitClassAMember 2016-05-02 2016-05-02 0001574197 fph:ManagementCompanyMember us-gaap:CommonClassAMember 2016-05-02 2016-05-02 0001574197 fph:FivePointOperatingCompanyLLCMember fph:TheSanFranciscoVentureMember us-gaap:CapitalUnitClassAMember 2016-05-02 2016-05-02 0001574197 fph:ManagementCompanyMember fph:RelatedPartyReceivableMember 2016-05-02 0001574197 fph:ManagementCompanyMember fph:LegacyIncentiveCompensationReceivableMember 2016-05-02 0001574197 fph:LegacyIncentiveCompensationReceivableMember srt:AffiliatedEntityMember 2018-01-01 2018-06-30 0001574197 2018-01-01 2018-06-30 0001574197 fph:GatewayCommercialVentureLLCAMember 2017-12-31 0001574197 fph:GatewayCommercialVentureLLCAMember 2018-12-31 0001574197 fph:GreatParkVentureMember 2018-12-31 0001574197 fph:GreatParkVentureMember 2017-12-31 0001574197 fph:GreatParkVentureMember 2018-01-01 2018-12-31 0001574197 fph:GreatParkVentureMember 2016-01-01 2016-12-31 0001574197 fph:GreatParkVentureMember 2017-01-01 2017-12-31 0001574197 fph:GatewayCommercialVentureLLCAMember 2018-01-01 2018-12-31 0001574197 fph:GatewayCommercialVentureLLCAMember 2017-08-04 2017-09-30 0001574197 fph:GatewayCommercialVentureLLCAMember fph:GatewayCommercialVentureLLCAMember 2018-01-01 2018-12-31 0001574197 fph:GreatParkVentureMember 2016-05-02 2016-05-02 0001574197 fph:FivePointOfficeVentureILLCMember fph:GatewayCommercialVentureLLCAMember fph:MortgageLoanAgreementMember 2018-01-01 2018-12-31 0001574197 fph:FivePointOfficeVentureILLCMember fph:MortgageLoanAgreementMember 2017-08-10 0001574197 fph:FPOVHIMemberLLCMember fph:FivePointOfficeVentureHoldingsILLCAcquisitionMember 2017-08-04 2017-08-04 0001574197 fph:GatewayCommercialVentureLLCAMember fph:BroadcomCampusMember 2017-08-10 2017-08-10 0001574197 fph:GatewayCommercialVentureLLCAMember 2018-07-01 2018-07-31 0001574197 fph:FPOVHIMemberLLCMember fph:FivePointOfficeVentureHoldingsILLCAcquisitionMember 2017-08-04 0001574197 fph:GreatParkVentureMember 2016-05-02 0001574197 fph:GreatParkVentureMember 2018-12-31 0001574197 fph:FivePointOperatingCompanyLLCMember us-gaap:CapitalUnitClassBMember srt:AffiliatedEntityMember 2018-12-31 0001574197 fph:SanFranciscoVentureMember us-gaap:SubsequentEventMember 2019-02-13 2019-02-13 0001574197 fph:TheSanFranciscoVentureMember 2018-01-01 2018-12-31 0001574197 fph:SanFranciscoVentureMember fph:LennarCorporationMember us-gaap:SubsequentEventMember 2019-02-13 2019-02-13 0001574197 fph:FivePointOperatingCompanyLLCMember us-gaap:CapitalUnitClassAMember srt:AffiliatedEntityMember 2018-12-31 0001574197 fph:FivePointOperatingCompanyLLCMember 2018-12-31 0001574197 fph:TheSanFranciscoVentureMember 2018-01-01 2018-06-30 0001574197 fph:ConversionofClassBCommonSharesIntoClassACommonSharesMember 2018-01-01 2018-12-31 0001574197 fph:FivePointCommunitiesLPandFLPMember us-gaap:VariableInterestEntityPrimaryBeneficiaryMember 2017-12-31 0001574197 fph:TheSanFranciscoVentureMember us-gaap:VariableInterestEntityPrimaryBeneficiaryMember 2017-12-31 0001574197 fph:TheSanFranciscoVentureMember 2018-01-01 2018-12-31 0001574197 fph:FivePointCommunitiesLPandFLPMember us-gaap:VariableInterestEntityPrimaryBeneficiaryMember 2018-12-31 0001574197 fph:TheSanFranciscoVentureMember us-gaap:VariableInterestEntityPrimaryBeneficiaryMember 2018-12-31 0001574197 us-gaap:OtherCapitalizedPropertyPlantAndEquipmentMember 2018-12-31 0001574197 fph:AgricultureOperatingPropertiesandEquipmentMember 2018-12-31 0001574197 fph:AgricultureOperatingPropertiesandEquipmentMember 2017-12-31 0001574197 us-gaap:OtherCapitalizedPropertyPlantAndEquipmentMember 2017-12-31 0001574197 us-gaap:AccountingStandardsUpdate201409Member 2018-01-01 0001574197 fph:GreatParkVentureMember fph:OtherRelatedPartyAssetsMember 2018-12-31 0001574197 fph:ContingentConsiderationMallVentureMember 2018-12-31 0001574197 fph:EntitlementTransferAgreementMember srt:AffiliatedEntityMember 2016-12-31 0001574197 fph:EB5LoanReimbursementAgreementMember us-gaap:LimitedLiabilityCompanyMember 2018-12-31 0001574197 fph:TransitionServicesAgreementMember srt:AffiliatedEntityMember 2016-01-01 2016-12-31 0001574197 fph:PayablestoHoldersofManagementCompanysClassBInterestsMember srt:AffiliatedEntityMember 2017-01-01 2017-01-31 0001574197 fph:DevelopmentManagementAgreementMember srt:AffiliatedEntityMember 2016-01-01 2016-12-31 0001574197 fph:CandlestickPointPurchaseandSaleAgreementNumberOneMember srt:AffiliatedEntityMember 2018-12-31 0001574197 fph:TransitionServicesAgreementMember srt:AffiliatedEntityMember 2018-12-31 0001574197 fph:GreatParkVentureMember fph:LegacyIncentiveCompensationReceivableMember us-gaap:EquityMethodInvesteeMember 2018-01-01 2018-12-31 0001574197 fph:DevelopmentManagementAgreementMember srt:AffiliatedEntityMember 2018-12-31 0001574197 fph:GatewayCommercialVentureLLCAMember srt:AffiliatedEntityMember 2018-12-31 0001574197 fph:CandlestickPointPurchaseandSaleAgreementsMember srt:AffiliatedEntityMember 2018-01-01 0001574197 fph:GreatParkVentureMember fph:LegacyIncentiveCompensationReceivableMember us-gaap:EquityMethodInvesteeMember 2018-12-31 0001574197 fph:CandlestickPointPurchaseandSaleAgreementsMember srt:AffiliatedEntityMember 2017-12-31 0001574197 fph:CandlestickPointPurchaseandSaleAgreementsMember srt:AffiliatedEntityMember 2017-01-01 2017-01-31 0001574197 us-gaap:CapitalUnitClassAMember fph:ContingentConsiderationMallVentureMember us-gaap:SubsequentEventMember 2019-01-01 2019-01-01 0001574197 fph:GreatParkVentureMember fph:LegacyIncentiveCompensationReceivableMember us-gaap:EquityMethodInvesteeMember 2016-05-02 2016-05-02 0001574197 fph:EB5LoanReimbursementAgreementMember us-gaap:LimitedLiabilityCompanyMember 2018-01-01 2018-12-31 0001574197 fph:TransitionServicesAgreementMember srt:AffiliatedEntityMember 2017-12-31 0001574197 us-gaap:CapitalUnitClassAMember us-gaap:SubsequentEventMember 2019-01-01 2019-01-01 0001574197 fph:DevelopmentManagementAgreementMember us-gaap:EquityMethodInvesteeMember 2018-12-31 0001574197 fph:TransitionServicesAgreementMember srt:AffiliatedEntityMember 2018-01-01 2018-12-31 0001574197 fph:DevelopmentManagementAgreementMember srt:AffiliatedEntityMember 2018-01-01 2018-12-31 0001574197 fph:SanFranciscoBayAreaDevelopmentManagementAgreementsMember srt:AffiliatedEntityMember 2016-01-01 2016-12-31 0001574197 fph:DevelopmentManagementAgreementMember srt:AffiliatedEntityMember 2017-01-01 2017-12-31 0001574197 fph:GatewayCommercialVentureLLCAMember srt:AffiliatedEntityMember 2017-01-01 2017-12-31 0001574197 fph:DevelopmentManagementAgreementMember us-gaap:EquityMethodInvesteeMember 2018-01-01 0001574197 fph:GreatParkVentureMember fph:LegacyIncentiveCompensationReceivableMember us-gaap:EquityMethodInvesteeMember 2017-01-03 2017-01-03 0001574197 fph:GatewayCommercialVentureLLCAMember srt:AffiliatedEntityMember 2018-01-01 2018-12-31 0001574197 fph:DevelopmentManagementAgreementMember srt:AffiliatedEntityMember 2017-12-31 0001574197 fph:TransitionServicesAgreementMember srt:AffiliatedEntityMember 2017-01-01 2017-12-31 0001574197 fph:DeferredLandSaleRevenueMember 2017-12-31 0001574197 fph:ContingentConsiderationMallVentureMember 2017-12-31 0001574197 fph:PayablestoHoldersofManagementCompanysClassBInterestsMember 2018-12-31 0001574197 fph:EB5LoanReimbursementAgreementMember 2017-12-31 0001574197 fph:OtherRelatedPartyAgreementsMember 2017-12-31 0001574197 us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember 2017-12-31 0001574197 fph:DeferredLandSaleRevenueMember 2018-12-31 0001574197 fph:OtherRelatedPartyAssetsMember 2017-12-31 0001574197 fph:PayablestoHoldersofManagementCompanysClassBInterestsMember 2017-12-31 0001574197 fph:CapitalCommitmentfromSellerMember 2018-12-31 0001574197 fph:EB5LoanReimbursementAgreementMember 2018-12-31 0001574197 fph:OtherRelatedPartyAssetsMember 2018-12-31 0001574197 us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember 2018-12-31 0001574197 fph:CapitalCommitmentfromSellerMember 2017-12-31 0001574197 fph:OtherRelatedPartyAgreementsMember 2018-12-31 0001574197 fph:EB5LoanReimbursementAgreementMember us-gaap:LimitedLiabilityCompanyMember 2017-01-01 2017-12-31 0001574197 fph:EB5LoanReimbursementAgreementMember us-gaap:LimitedLiabilityCompanyMember 2017-12-31 0001574197 fph:MacerichNoteMember us-gaap:NotesPayableOtherPayablesMember 2017-12-31 0001574197 fph:SeniorNotesDue20257.875Member us-gaap:SeniorNotesMember 2018-12-31 0001574197 fph:SettlementNoteMember us-gaap:NotesPayableOtherPayablesMember 2018-12-31 0001574197 fph:MacerichNoteMember us-gaap:NotesPayableOtherPayablesMember 2018-12-31 0001574197 fph:SettlementNoteMember us-gaap:NotesPayableOtherPayablesMember 2017-12-31 0001574197 fph:SeniorNotesDue20257.875Member us-gaap:SeniorNotesMember 2017-12-31 0001574197 fph:MacerichNoteMember us-gaap:NotesPayableOtherPayablesMember us-gaap:LondonInterbankOfferedRateLIBORMember 2018-01-01 2018-12-31 0001574197 fph:SeniorNotesDue20257.875Member us-gaap:SeniorNotesMember 2017-11-30 0001574197 fph:SettlementNoteMember us-gaap:NotesPayableOtherPayablesMember 2018-01-01 2018-12-31 0001574197 fph:SettlementNoteMember us-gaap:NotesPayableOtherPayablesMember 2018-04-01 2018-04-30 0001574197 srt:MaximumMember us-gaap:RevolvingCreditFacilityMember us-gaap:UnsecuredDebtMember us-gaap:LondonInterbankOfferedRateLIBORMember 2018-01-01 2018-12-31 0001574197 fph:SeniorNotesDue20257.875Member us-gaap:SeniorNotesMember 2018-01-01 2018-12-31 0001574197 fph:SettlementNoteMember us-gaap:NotesPayableOtherPayablesMember 2017-01-01 2017-12-31 0001574197 fph:SettlementNoteMember us-gaap:NotesPayableOtherPayablesMember 2016-01-01 2016-12-31 0001574197 fph:MacerichNoteMember us-gaap:NotesPayableOtherPayablesMember 2014-11-13 0001574197 us-gaap:RevolvingCreditFacilityMember us-gaap:UnsecuredDebtMember 2018-12-31 0001574197 fph:SeniorNotesDue20257.875Member us-gaap:SeniorNotesMember 2017-11-01 2017-11-30 0001574197 srt:MinimumMember us-gaap:RevolvingCreditFacilityMember us-gaap:UnsecuredDebtMember us-gaap:LondonInterbankOfferedRateLIBORMember 2018-01-01 2018-12-31 0001574197 fph:MacerichNoteMember us-gaap:NotesPayableOtherPayablesMember 2018-01-01 2018-12-31 0001574197 fph:SettlementNoteMember us-gaap:NotesPayableOtherPayablesMember 2011-04-30 0001574197 fph:SeniorNotesDue20257.875Member us-gaap:DebtInstrumentRedemptionPeriodOneMember us-gaap:SeniorNotesMember 2017-11-01 2017-11-30 0001574197 fph:MacerichNoteMember us-gaap:NotesPayableOtherPayablesMember us-gaap:LondonInterbankOfferedRateLIBORMember 2014-11-13 2014-11-13 0001574197 fph:SeniorNotesDue20257.875Member us-gaap:SeniorNotesMember 2017-01-01 2017-12-31 0001574197 fph:SeniorNotesDue20257.875Member us-gaap:SeniorNotesMember 2018-06-30 0001574197 2016-05-02 0001574197 fph:WaterPurchaseAgreementMember 2018-12-31 0001574197 fph:LosAngelesCountyMember us-gaap:AccountsPayableAndAccruedLiabilitiesMember 2017-12-31 0001574197 fph:LosAngelesCountyMember 2012-01-31 0001574197 fph:FivePointOperatingCompanyLLCMember fph:TheSanFranciscoVentureMember us-gaap:CommonClassAMember 2016-05-02 2016-05-02 0001574197 fph:FivePointOperatingCompanyLLCMember fph:TheSanFranciscoVentureMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2019-01-01 2019-01-01 0001574197 fph:CPHPDevelopmentLLCMember srt:AffiliatedEntityMember 2016-05-02 0001574197 fph:FivePointOperatingCompanyLLCMember fph:TheSanFranciscoVentureMember us-gaap:CorporateJointVentureMember us-gaap:CommonClassBMember 2016-05-02 0001574197 fph:MacerichNoteMember us-gaap:NotesPayableOtherPayablesMember 2016-05-02 0001574197 2018-06-01 2018-06-30 0001574197 us-gaap:LetterOfCreditMember 2018-12-31 0001574197 fph:TheSanFranciscoVentureMember 2018-12-31 0001574197 fph:LosAngelesCountyMember 2018-01-01 2018-12-31 0001574197 fph:LosAngelesCountyMember us-gaap:AccountsPayableAndAccruedLiabilitiesMember 2018-12-31 0001574197 fph:FivePointOperatingCompanyLLCMember fph:TheSanFranciscoVentureMember us-gaap:CommonClassAMember us-gaap:CorporateJointVentureMember 2016-05-02 2016-05-02 0001574197 fph:WaterPurchaseAgreementMember 2018-01-01 2018-12-31 0001574197 us-gaap:LetterOfCreditMember 2017-12-31 0001574197 fph:FivePointOperatingCompanyLLCMember fph:TheSanFranciscoVentureMember us-gaap:CommonClassBMember 2016-05-02 2016-05-02 0001574197 fph:ManagementCompanyMember 2016-01-01 2016-12-31 0001574197 fph:GreatParkVentureMember 2017-01-01 2017-12-31 0001574197 fph:ManagementCompanyMember 2017-01-01 2017-12-31 0001574197 fph:GreatParkVentureMember 2016-01-01 2016-12-31 0001574197 fph:TheSanFranciscoVentureMember 2016-12-31 0001574197 fph:TheSanFranciscoVentureMember 2018-01-01 2018-12-31 0001574197 fph:TheSanFranciscoVentureMember 2017-12-31 0001574197 fph:GreatParkVentureMember 2018-01-01 2018-12-31 0001574197 fph:TheSanFranciscoVentureMember 2016-01-01 2016-12-31 0001574197 fph:ManagementCompanyMember 2018-01-01 2018-12-31 0001574197 fph:FPCHFVentureIMember 2016-01-01 2016-12-31 0001574197 fph:TheSanFranciscoVentureMember 2018-12-31 0001574197 fph:FPCHFVentureIMember 2017-01-01 2017-12-31 0001574197 fph:TheSanFranciscoVentureMember 2017-01-01 2017-12-31 0001574197 fph:FPCHFVentureIMember 2018-01-01 2018-12-31 0001574197 fph:ManagementCompanyJointVentureMember fph:FPCHFVentureIMember fph:ManagementCompanyMember 2018-12-31 0001574197 us-gaap:MaterialReconcilingItemsMember fph:GatewayCommercialVentureLLCAMember 2018-01-01 2018-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:CommercialLeasingMember 2017-01-01 2017-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:NewhallMember 2017-12-31 0001574197 us-gaap:MaterialReconcilingItemsMember fph:GatewayCommercialVentureLLCAMember 2016-01-01 2016-12-31 0001574197 us-gaap:MaterialReconcilingItemsMember fph:GreatParkVentureMember 2018-12-31 0001574197 us-gaap:MaterialReconcilingItemsMember fph:GatewayCommercialVentureLLCAMember 2016-12-31 0001574197 us-gaap:OperatingSegmentsMember 2017-12-31 0001574197 us-gaap:IntersegmentEliminationMember 2016-01-01 2016-12-31 0001574197 us-gaap:IntersegmentEliminationMember 2017-01-01 2017-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:GreatParkVentureMember 2017-01-01 2017-12-31 0001574197 us-gaap:CorporateNonSegmentMember 2017-12-31 0001574197 us-gaap:OperatingSegmentsMember 2016-01-01 2016-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:NewhallMember 2016-01-01 2016-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:GreatParkVentureMember 2016-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:NewhallMember 2018-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:NewhallMember 2018-01-01 2018-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:GreatParkVentureMember 2018-01-01 2018-12-31 0001574197 us-gaap:OperatingSegmentsMember 2018-01-01 2018-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:NewhallMember 2016-12-31 0001574197 us-gaap:MaterialReconcilingItemsMember fph:GatewayCommercialVentureLLCAMember 2017-01-01 2017-12-31 0001574197 us-gaap:MaterialReconcilingItemsMember fph:GatewayCommercialVentureLLCAMember 2017-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:SanFranciscoMember 2018-01-01 2018-12-31 0001574197 fph:GatewayCommercialVentureLLCAMember 2017-01-01 2017-12-31 0001574197 us-gaap:MaterialReconcilingItemsMember fph:GreatParkVentureMember 2018-01-01 2018-12-31 0001574197 us-gaap:OperatingSegmentsMember 2016-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:CommercialLeasingMember 2016-01-01 2016-12-31 0001574197 us-gaap:IntersegmentEliminationMember 2017-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:SanFranciscoMember 2016-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:SanFranciscoMember 2017-01-01 2017-12-31 0001574197 us-gaap:CorporateNonSegmentMember 2018-12-31 0001574197 us-gaap:IntersegmentEliminationMember 2018-12-31 0001574197 us-gaap:IntersegmentEliminationMember 2016-12-31 0001574197 us-gaap:CorporateNonSegmentMember 2018-01-01 2018-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:CommercialLeasingMember 2018-12-31 0001574197 us-gaap:MaterialReconcilingItemsMember fph:GreatParkVentureMember 2016-01-01 2016-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:CommercialLeasingMember 2016-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:GreatParkVentureMember 2018-12-31 0001574197 us-gaap:MaterialReconcilingItemsMember fph:GreatParkVentureMember 2017-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:GreatParkVentureMember 2016-01-01 2016-12-31 0001574197 us-gaap:MaterialReconcilingItemsMember fph:GreatParkVentureMember 2017-01-01 2017-12-31 0001574197 us-gaap:IntersegmentEliminationMember 2018-01-01 2018-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:NewhallMember 2017-01-01 2017-12-31 0001574197 us-gaap:CorporateNonSegmentMember 2016-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:GreatParkVentureMember 2017-12-31 0001574197 us-gaap:OperatingSegmentsMember 2017-01-01 2017-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:SanFranciscoMember 2017-12-31 0001574197 us-gaap:CorporateNonSegmentMember 2016-01-01 2016-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:SanFranciscoMember 2016-01-01 2016-12-31 0001574197 fph:GreatParkVentureMember 2016-12-31 0001574197 us-gaap:OperatingSegmentsMember 2018-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:CommercialLeasingMember 2018-01-01 2018-12-31 0001574197 fph:GatewayCommercialVentureLLCAMember 2016-12-31 0001574197 fph:GatewayCommercialVentureLLCAMember 2016-01-01 2016-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:CommercialLeasingMember 2017-12-31 0001574197 us-gaap:CorporateNonSegmentMember 2017-01-01 2017-12-31 0001574197 us-gaap:MaterialReconcilingItemsMember fph:GatewayCommercialVentureLLCAMember 2018-12-31 0001574197 us-gaap:MaterialReconcilingItemsMember fph:GreatParkVentureMember 2016-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:SanFranciscoMember 2018-12-31 0001574197 fph:LennarCorporationMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember fph:NewhallandSanFranciscoMember 2016-01-01 2016-12-31 0001574197 fph:SubsidiaryLeaseMember 2018-12-31 0001574197 fph:LennarCorporationMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember fph:NewhallandSanFranciscoMember 2017-01-01 2017-12-31 0001574197 fph:GreatParkVentureMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember fph:GreatParkVentureMember 2016-01-01 2016-12-31 0001574197 fph:GreatParkVentureMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember fph:GreatParkVentureMember 2017-01-01 2017-12-31 0001574197 fph:OneTenantLeaseMember 2018-12-31 0001574197 fph:GreatParkVentureMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember fph:GreatParkVentureMember 2018-01-01 2018-12-31 0001574197 us-gaap:RestrictedStockUnitsRSUMember 2016-01-01 2016-12-31 0001574197 us-gaap:RestrictedStockUnitsRSUMember 2018-01-01 2018-12-31 0001574197 fph:RestrictedStockUnitsandRestrictedSharesMember 2017-01-01 2017-12-31 0001574197 us-gaap:RestrictedStockUnitsRSUMember 2017-01-01 2017-12-31 0001574197 fph:RestrictedStockUnitsandRestrictedSharesMember 2016-01-01 2016-12-31 0001574197 us-gaap:CommonClassAMember 2016-05-02 0001574197 fph:RestrictedStockUnitsandRestrictedSharesMember 2018-12-31 0001574197 fph:IncentiveAwardsMember us-gaap:SubsequentEventMember 2019-01-01 2019-01-31 0001574197 fph:RestrictedStockUnitsandRestrictedSharesMember 2018-01-01 2018-12-31 0001574197 us-gaap:RestrictedStockUnitsRSUMember 2017-12-31 0001574197 us-gaap:RestrictedStockUnitsRSUMember 2015-12-31 0001574197 us-gaap:RestrictedStockUnitsRSUMember 2016-12-31 0001574197 us-gaap:RestrictedStockUnitsRSUMember 2018-12-31 0001574197 us-gaap:PensionPlansDefinedBenefitMember 2017-01-01 2017-12-31 0001574197 us-gaap:PensionPlansDefinedBenefitMember 2018-01-01 2018-12-31 0001574197 us-gaap:PensionPlansDefinedBenefitMember 2017-12-31 0001574197 us-gaap:PensionPlansDefinedBenefitMember 2018-12-31 0001574197 us-gaap:PensionPlansDefinedBenefitMember 2016-12-31 0001574197 us-gaap:PensionPlansDefinedBenefitMember 2016-01-01 2016-12-31 0001574197 us-gaap:DefinedBenefitPlanEquitySecuritiesSmallCapMember us-gaap:PensionPlansDefinedBenefitMember 2018-12-31 0001574197 us-gaap:DefinedBenefitPlanEquitySecuritiesLargeCapMember us-gaap:PensionPlansDefinedBenefitMember 2018-12-31 0001574197 us-gaap:DefinedBenefitPlanEquitySecuritiesSmallCapMember us-gaap:PensionPlansDefinedBenefitMember 2017-12-31 0001574197 us-gaap:DefinedBenefitPlanEquitySecuritiesLargeCapMember us-gaap:PensionPlansDefinedBenefitMember 2017-12-31 0001574197 us-gaap:DefinedBenefitPlanEquitySecuritiesNonUsMember us-gaap:PensionPlansDefinedBenefitMember 2018-12-31 0001574197 us-gaap:DefinedBenefitPlanEquitySecuritiesMidCapMember us-gaap:PensionPlansDefinedBenefitMember 2018-12-31 0001574197 us-gaap:FixedIncomeFundsMember us-gaap:PensionPlansDefinedBenefitMember 2017-12-31 0001574197 us-gaap:DefinedBenefitPlanEquitySecuritiesNonUsMember us-gaap:PensionPlansDefinedBenefitMember 2017-12-31 0001574197 us-gaap:DefinedBenefitPlanEquitySecuritiesMidCapMember us-gaap:PensionPlansDefinedBenefitMember 2017-12-31 0001574197 us-gaap:FixedIncomeFundsMember us-gaap:PensionPlansDefinedBenefitMember 2018-12-31 0001574197 us-gaap:EquityFundsMember us-gaap:PensionPlansDefinedBenefitMember 2018-12-31 0001574197 us-gaap:PensionPlansDefinedBenefitMember 2018-01-01 2018-06-30 0001574197 fph:TRALiabilityMember 2018-01-01 2018-12-31 0001574197 fph:TRALiabilityMember 2016-01-01 2016-12-31 0001574197 us-gaap:OperatingIncomeLossMember 2016-01-01 2016-12-31 0001574197 us-gaap:OperatingIncomeLossMember 2018-01-01 2018-12-31 0001574197 us-gaap:FairValueInputsLevel2Member us-gaap:EstimateOfFairValueFairValueDisclosureMember 2018-12-31 0001574197 us-gaap:CarryingReportedAmountFairValueDisclosureMember 2018-12-31 0001574197 us-gaap:FairValueInputsLevel2Member us-gaap:EstimateOfFairValueFairValueDisclosureMember 2017-12-31 0001574197 us-gaap:CarryingReportedAmountFairValueDisclosureMember 2017-12-31 0001574197 us-gaap:RestrictedStockUnitsRSUMember 2017-01-01 2017-12-31 0001574197 us-gaap:RestrictedStockMember 2016-01-01 2016-12-31 0001574197 us-gaap:CommonClassAMember 2016-01-01 2016-12-31 0001574197 us-gaap:CommonClassAMember 2018-01-01 2018-12-31 0001574197 us-gaap:RestrictedStockUnitsRSUMember 2018-01-01 2018-12-31 0001574197 us-gaap:RestrictedStockMember 2018-01-01 2018-12-31 0001574197 us-gaap:CapitalUnitClassAMember 2017-01-01 2017-12-31 0001574197 us-gaap:CapitalUnitClassAMember 2016-01-01 2016-12-31 0001574197 us-gaap:RestrictedStockMember 2017-01-01 2017-12-31 0001574197 us-gaap:RestrictedStockUnitsRSUMember 2016-01-01 2016-12-31 0001574197 us-gaap:CommonClassAMember 2017-01-01 2017-12-31 0001574197 us-gaap:SubsequentEventMember 2019-01-31 0001574197 fph:FivePointOperatingCompanyLLCMember fph:TheSanFranciscoVentureMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2019-01-01 2019-01-31 0001574197 us-gaap:AociAttributableToNoncontrollingInterestMember 2018-12-31 0001574197 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember 2018-01-01 2018-12-31 0001574197 us-gaap:AociAttributableToNoncontrollingInterestMember 2017-12-31 0001574197 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember 2017-01-01 2017-12-31 0001574197 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember 2016-01-01 2016-12-31 0001574197 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember 2018-01-01 2018-12-31 0001574197 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember 2016-01-01 2016-12-31 0001574197 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember 2017-01-01 2017-12-31 0001574197 2017-10-01 2017-12-31 0001574197 us-gaap:CommonClassAMember 2017-10-01 2017-12-31 0001574197 2018-01-01 2018-03-31 0001574197 us-gaap:CommonClassAMember 2018-01-01 2018-03-31 0001574197 2017-07-01 2017-09-30 0001574197 us-gaap:CommonClassBMember 2017-07-01 2017-09-30 0001574197 2017-01-01 2017-03-31 0001574197 us-gaap:CommonClassAMember 2017-07-01 2017-09-30 0001574197 us-gaap:CommonClassAMember 2017-01-01 2017-03-31 0001574197 us-gaap:CommonClassBMember 2018-01-01 2018-03-31 0001574197 2018-10-01 2018-12-31 0001574197 2017-04-01 2017-06-30 0001574197 us-gaap:CommonClassAMember 2018-10-01 2018-12-31 0001574197 us-gaap:CommonClassAMember 2017-04-01 2017-06-30 0001574197 us-gaap:CommonClassBMember 2018-10-01 2018-12-31 0001574197 2018-07-01 2018-09-30 0001574197 us-gaap:CommonClassAMember 2018-04-01 2018-06-30 0001574197 us-gaap:CommonClassAMember 2018-07-01 2018-09-30 0001574197 2018-04-01 2018-06-30 0001574197 us-gaap:CommonClassBMember 2017-04-01 2017-06-30 0001574197 us-gaap:CommonClassBMember 2017-10-01 2017-12-31 0001574197 us-gaap:CommonClassBMember 2017-01-01 2017-03-31 0001574197 us-gaap:CommonClassBMember 2018-04-01 2018-06-30 0001574197 us-gaap:CommonClassBMember 2018-07-01 2018-09-30 0001574197 fph:AgricultureOperatingPropertyMember 2018-12-31 0001574197 fph:OtherPropertiesMember 2018-12-31 0001574197 fph:SanFranciscoShipyardandCandlestickPointMember 2018-12-31 0001574197 fph:NewhallRanchLandUnderDevelopmentMember 2018-12-31 fph:installment_payments fph:vote fph:class iso4217:USD xbrli:shares xbrli:shares iso4217:USD xbrli:pure fph:individual fph:properties utreg:acre fph:option fph:plaintiff fph:building utreg:sqft



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 001-38088
Five Point Holdings, LLC
(Exact name of registrant as specified in its charter)
Delaware
 
27-0599397
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
15131 Alton Parkway, Suite 400
Irvine, California
(Address of Principal Executive Offices)
 

92618 
(Zip code)
(949) 349-1000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Name of each exchange on which registered
Class A common shares
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
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 x No o
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 x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
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
o
 
Accelerated filer
x
Non-accelerated filer
o
 
Smaller reporting company
o
 
 
 
Emerging growth company
x
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. x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The aggregate market value of common shares held by non-affiliates of the registrant as of June 29, 2018, the last business day of the registrant’s most recently completed second fiscal quarter, based on the closing sale price per share as reported by the New York Stock Exchange on such date, was approximately $646.0 million.
As of February 28, 2019, 68,746,555 Class A common shares and 79,275,234 Class B common shares were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement for the 2019 Annual Meeting of Shareholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant's fiscal year ended December 31, 2018.
 



FIVE POINT HOLDINGS, LLC

TABLE OF CONTENTS

FORM 10-K

 
 
Page
PART I.
 
 
ITEM 1.
ITEM 1A.
ITEM 1B.
ITEM 2.
ITEM 3.
ITEM 4.
PART II.
 
 
ITEM 5.
ITEM 6.
ITEM 7.
ITEM 7A.
ITEM 8.
ITEM 9.
ITEM 9A.
ITEM 9B.
PART III.
 
 
ITEM 10.
ITEM 11.
ITEM 12.
ITEM 13.
ITEM 14.
PART IV.
 
 
ITEM 15.
ITEM 16.
 
 
 
Signatures
Financial Statement Schedule



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.
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:
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 the “Risk Factors” under Part I, Item 1A of this report 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.

DEFINITIONS
In this report:
“acquired entities” refers, collectively, to the San Francisco Venture, the Great Park Venture and the management company, entities in which we acquired interests in the formation transactions;

“acres” refers to gross acres, which includes unsaleable land, such as land on which major roads will be constructed, public parks, water quality basins, school sites and open space;

“Castlelake” refers to Castlelake, L.P.;

“company,” “our company,” “us,” “we,” and “our” refer to Five Point Holdings, LLC, together with its consolidated subsidiaries;
 
“EB-5” refers to the Immigrant Investor Program under which employment-based visas are set aside for participants who invest in commercial enterprises associated with regional centers approved by the United States Citizenship and Immigration Services based on proposals for promoting economic growth;
 
“Five Point Gateway Campus” refers to approximately 73 acres of commercial land in the Great Park Neighborhoods, on which four buildings have been newly constructed with an aggregate of one million square feet of research and development and office space;
 
“formation transactions” refers to the transactions effected on May 2, 2016, in which, among other things, (1) we acquired an interest in, and became the managing member of, the San Francisco Venture, (2) the limited liability company agreement of the San Francisco Venture was amended and restated to provide for the possible future exchange of the remaining interests in the San Francisco Venture for interests in our operating company, (3) we acquired a 37.5% percentage interest in the Great Park Venture, and became the administrative member of the Great Park Venture, and (4) we acquired the management company. See “Part I, Item 1. Business—Structure and Formation of Our Company”;
 
“FP LP” refers to Five Point Communities, LP, a Delaware limited partnership;

“FP LP Class B partnership interests” or “Class B partnership interests in FP LP” refer to partnership interests in FP LP owned by Lennar and FPC-HF that are entitled to receive distributions equal to the amount of any incentive compensation payments under the amended and restated development management agreement that are attributable to payments on legacy interests in the Great Park Venture;
 
“FP Inc.” refers to Five Point Communities Management, Inc., a Delaware corporation, which is the general partner of, and owns a 0.5% Class A limited partnership interest in, FP LP;
 
“FPC-HF” refers to FPC-HF Venture I, LLC, a Delaware limited liability company, which is owned, directly or indirectly, by an affiliate of Castlelake, an affiliate of Lennar and certain employees of the management company;
 
“FPL” refers to our subsidiary, Five Point Land, LLC, a Delaware limited liability company, which owns Newhall Land & Farming;
 
“fully exchanged basis” assumes (1) the exchange of all outstanding Class A units of the operating company for our Class A common shares on a one-for-one basis, (2) the exchange of all outstanding Class A units of the San Francisco Venture for our Class A common shares on a one-for-one basis and (3) the conversion of all of our outstanding Class B common shares into Class A common shares;
 
“Gateway Commercial Venture” refers to Five Point Office Venture Holdings I, LLC, a Delaware limited liability company, which owns the Five Point Gateway Campus;
 
“Great Park Venture” refers to Heritage Fields LLC, a Delaware limited liability company, which is developing Great Park Neighborhoods;
 
“homes” includes single-family detached homes, single-family attached homes and apartments for rent;
 
“homesite” refers to a residential lot or a portion thereof on which a home will be built;
 
“legacy interests” refers to membership interests in the Great Park Venture, which are currently held by the entities that owned the Great Park Venture immediately prior to the formation transactions, and entitle them to receive priority distributions from the Great Park Venture in an aggregate amount equal to $565 million ($355 million of which has been paid);
 
“Lennar” refers to Lennar Corporation and its subsidiaries;
 
“Lennar-CL Venture” refers to a joint venture between Lennar and an affiliate of Castlelake, which acquired certain assets, and assumed certain liabilities, from the San Francisco Venture immediately prior to the formation transactions;
 
“management company” refers, collectively, to FP LP and FP Inc., which have historically managed the development of Great Park Neighborhoods and Newhall Ranch;
 
“Newhall Land & Farming” refers to The Newhall Land and Farming Company, a California limited partnership, which is developing Newhall Ranch;

“operating company” refers to Five Point Operating Company, LP, a Delaware limited partnership;

“our communities” refers to the communities that we are developing, including Newhall Ranch in Los Angeles County, Candlestick Point and The San Francisco Shipyard in the City of San Francisco, and Great Park Neighborhoods in Orange County, but excluding the Treasure Island community in the City of San Francisco and the Concord community in the San Francisco Bay Area, for which we are or have provided development management services, but in which we do not own any interest.
 
“percentage interests” refers to membership interests in the Great Park Venture that entitle the holders to receive all distributions from the Great Park Venture after priority distributions have been paid to the holders of the legacy interests in the Great Park Venture;
 
“San Francisco Agency” refers to the Office of Community Investment and Infrastructure, the successor to the Redevelopment Agency of the City and County of San Francisco;
 
“San Francisco Venture” refers to The Shipyard Communities, LLC, a Delaware limited liability company, which is developing Candlestick Point and The San Francisco Shipyard; and

“San Francisco Venture transactions” refers to the transactions effected on May 2, 2016, in which the San Francisco Venture agreed to transfer certain assets and liabilities to the Lennar-CL Venture. See “Part I, Item 1. Business—Our Communities—Candlestick Point and The San Francisco Shipyard.”






PART I


ITEM 1.    Business

We are an owner and developer of mixed-use, master-planned communities in California. Our three existing communities have the general plan and zoning approvals necessary for the construction of thousands of homesites and millions of square feet of commercial space, and they represent a significant portion of the real estate available for development in three major markets in California—Los Angeles County, San Francisco County and Orange County.

Structure and Formation of Our Company
 
In 2009, our company was formed as a limited liability company (under the name “Newhall Holding Company, LLC”) to acquire ownership of Newhall Land & Farming. Our management company was originally formed in 2009 as a joint venture between our Chairman and Chief Executive Officer, Emile Haddad, and Lennar Corporation to manage the properties owned by Newhall Land & Farming and to pursue similar development opportunities. Our management team was an integral part of the team in charge of developing and implementing land strategies on the west coast for Lennar prior to the formation of our management company. Key members of our management team have led the acquisition, entitlement, planning and development of all three of our communities since their inception. Our management team also has long-standing relationships with our principal equityholders, including Lennar.
 
In May 2016, we completed the formation transactions to combine the management company with ownership of our three California communities. In the formation transactions, among other things:
 
we acquired an interest in, and became the managing member of, the San Francisco Venture;
 
we acquired a 37.5% percentage interest in the Great Park Venture, and we became the administrative member of the Great Park Venture; and
 
we acquired the management company, which has historically managed the development of Great Park Neighborhoods and Newhall Ranch.

In August 2017, we acquired a 75% interest in the Gateway Commercial Venture, the entity that owns the Five Point Gateway Campus.

1


The diagram below presents a simplified depiction of our current organizational structure.
org10k.jpg
(1) Through a wholly owned subsidiary, we serve as sole managing general partner of the operating company and, as of December 31, 2018, we owned approximately 61.7% of the outstanding Class A units of the operating company. We conduct all of our businesses in or through the operating company, which owns, directly or indirectly, equity interests in, and controls the management of, FPL, the San Francisco Venture and the management company. Class A units of the operating company can be exchanged, on a one-for-one basis, for our Class A common shares, subject to certain holding periods. Based on the closing price of our Class A common shares on February 28, 2019, our market capitalization on a fully exchanged basis was approximately $1.2 billion.
(2) The operating company owns all of the outstanding Class B units of the San Francisco Venture. The Class A units of the San Francisco Venture, which the operating company does not own, are intended to be substantially economically equivalent to Class A units of the operating company. As the holder of all outstanding Class B units, the operating company is entitled to receive 99% of available cash from the San Francisco Venture after the holders of Class A units have received distributions equivalent to the distributions, if any, paid on Class A 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 units of the operating company.
(3) We hold our interest in FPL directly and indirectly through the operating company and the management company.
(4) Through a wholly owned subsidiary, the operating company owns a 37.5% percentage interest in the Great Park Venture. Holders of legacy interests in the Great Park Venture are entitled to receive priority distributions in an amount equal to $565.0 million, of which $355.0 million has been distributed as of December 31, 2018. We are the administrative member of the Great Park Venture. Management of the 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. We have two votes, and the other three voting members each have one vote, so we are unable to approve any major decision without the consent or approval of at least two of the other voting members. We do not include the Great Park Venture as a consolidated subsidiary in our consolidated financial statements.
(5) Through a wholly owned subsidiary, the operating company owns a 75% interest in the Gateway Commercial Venture and serves as its manager. However, the manager’s authority is limited. Major decisions by the Gateway Commercial Venture generally require unanimous approval by an executive committee composed of two people designated by us and two people designated by another investor. Some decisions require approval by

2


all of the members of the Gateway Commercial Venture. We do not include the Gateway Commercial Venture as a consolidated subsidiary in our consolidated financial statements.

Tax Classification

We have elected to be treated as a corporation for U.S. federal income tax purposes. As a result, an owner of our shares will not report our items of income, gain, loss and deduction on its U.S. federal income tax return, nor will an owner of our shares receive a Schedule K-1. Our shareholders also will not be subject to state income tax filings in the various states in which we conduct operations as a result of owning our shares. Distributions on our shares will be treated as dividends on corporate stock for U.S. federal income tax purposes to the extent of our current and accumulated earnings and profits and will be reported on Form 1099, to the extent applicable.

Our Competitive Strengths
We believe the following strengths will provide us with a competitive advantage in implementing our business strategy:
 
Attractive locations in desirable and supply constrained California coastal markets
Significant scale with favorable zoning and entitlements
Experienced and proven leadership
Expertise in partnering with governmental entities
Significant discretion in timing and amount of land development expenditures
Flexible capital structure with a conservative operating philosophy

Overview of Business Segments
Our four reportable segments are Newhall, San Francisco, Great Park and Commercial:

Our Newhall segment includes the Newhall Ranch community, as well as other land historically owned by FPL, including 16,000 acres in Ventura County and approximately 500 acres of remnant commercial, residential and open space land in Los Angeles County.
Our San Francisco segment includes the Candlestick Point and The San Francisco Shipyard communities, as well as development management services that we provide to Lennar with respect to the Concord community in the San Francisco Bay Area.
Our Great Park segment includes the Great Park Neighborhoods community and development management services provided by the management company for the Great Park Venture.
Our Commercial segment includes the Five Point Gateway Campus and property management services provided by the management company for the Gateway Commercial Venture.
For financial results and operating performance of our reportable segments, review Note 15 of our consolidated financial statements included under Part II, Item 8 of this report and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under Part II, Item 7 of this report.

Our Business
 
We are primarily engaged in the business of planning and developing our three mixed-use, master-planned communities, and our principal source of revenue is the sale of residential and commercial land sites to homebuilders, commercial developers and commercial buyers. We may also retain a portion of the commercial and multi-family properties in our communities as income-producing assets.

3


 
Our planning and development process involves the following components:
 
Master planning.    We design all aspects of our communities, creating highly desirable places to live, work, shop and enjoy an active lifestyle. Our designs include a wide range of amenities, such as high quality schools, parks and recreational areas, entertainment venues and walking and biking trails. Each community is comprised of several villages or neighborhoods, each of which offers a range of housing types, sizes and prices. In addition to the master land planning we undertake for each community, we typically create the floorplans and elevations for each home, as well as the landscape design for each neighborhood, considering each neighborhood’s individual character within the context of the overall plan for the community. For the commercial aspects of our communities, we look for commercial enterprises that will best add value to the community by providing needed services, additional amenities or local jobs. In designing the overall program at each community, we consider the appropriate balance of housing and employment opportunities, access to transportation, resource conservation and enhanced public open spaces and wildlife habitats. We continually evaluate our plans for each community, and make adjustments that we deem appropriate based on changes in local economic factors and other market dynamics.
 
Entitlements.    We typically obtain all discretionary entitlements and approvals necessary to develop the infrastructure within our communities and prepare our residential and commercial lots for construction. We also typically obtain all discretionary entitlements and approvals that the homebuilder or commercial builder will need to build homes or commercial buildings on our lots, although we may from time to time allocate responsibility for obtaining certain discretionary entitlements to a homebuilder or commercial builder. Although we have general plan and zoning approvals for our communities, individual development areas within our communities are at various stages of planning and development and have received different levels of discretionary entitlements and approvals. For additional information, see “—Our Communities” below.
 
Horizontal development (infrastructure).    We refer to the process of preparing the land for construction of homes or commercial buildings as “horizontal development.” This involves significant investments in a community’s infrastructure and common improvements, including grading and installing roads, sidewalks, gutters, utility improvements (such as storm drains, water, gas, sewer, power and communications), landscaping and shared amenities (such as community buildings, neighborhood parks, trails and open spaces) and other actions necessary to prepare residential and commercial lots for vertical development.
 
Land sales.    After horizontal development for a given phase or parcel is completed, graded lots are typically sold to homebuilders, commercial builders or commercial buyers. We typically sell homesites to a diverse group of high-quality homebuilders in a competitive process, although in some cases we may negotiate directly with a single homebuilder. In addition to the base purchase price, our residential land sales typically involve participation provisions that allow us to share in the profits realized by the homebuilders. We sell commercial lots to developers through a competitive process or negotiate directly with the buyer. We also regularly assess our development plan and may retain a portion of the commercial and multi-family properties within our communities as income-producing assets.
 
Vertical development (construction).    We refer to the process of building structures (buildings or houses) and preparing them for occupancy as “vertical development.” Single-family residences in our communities are built by third-party homebuilders. Commercial buildings in our communities are usually built by a third-party developer or the buyer. For commercial or multi-family properties that we retain, we may construct the building ourselves or enter into a joint venture with an established developer to construct a particular property (such as a retail development).
 
Community programming.    Our community building efforts go beyond development and construction. We offer numerous community events, including music, food and art festivals, outdoor movies, educational programs, health and wellness programs, gardening lessons, cooking lessons, food truck events, bike tours and various holiday festivities. We plan and program all of our events with a goal of building a community that transcends the physical features of our development and connects neighbors through their interests. We believe community building efforts create loyal residents that can become repeat customers within our multi-generational communities.

4


 
Sequencing.    In order to balance the timing of our revenues and expenditures, we typically sequence the development of individual neighborhoods or villages within our communities. As a result, many of the master planning, entitlement, development, sales and other activities described above may occur at the same time in different locations within a single community. Further, depending on the specific plans for each community and market conditions, we may vary the timing of certain of these phases. Throughout this process, we continually analyze each community relative to its market to determine which portions to sell, which portions to build and then sell, and which portions to retain as part of our portfolio of commercial and multi-family properties.

Our Communities
 
Newhall Ranch
 
Newhall Ranch is a mixed-use, master-planned community in Los Angeles County that spans approximately 15,000 acres and is designed to include approximately 21,500 homesites, approximately 11.5 million square feet of commercial space, approximately 50 miles of trails, approximately 275 acres of community parks and approximately 10,000 acres of protected open space. The actual commercial square footage and number of homesites are subject to change based on ultimate use and land planning. The land at Newhall Ranch is not subject to any material liens or encumbrances.
Newhall Ranch is located in an unincorporated portion of Los Angeles County along the Santa Clara River in the western portion of the Santa Clarita Valley. The property is located approximately 35 miles northwest of downtown Los Angeles, 15 miles north of the San Fernando Valley and is adjacent to the City of Santa Clarita. Newhall Ranch is adjacent to Interstate 5 and State Highway 126. Newhall Ranch is also approximately 45 miles north of the Los Angeles International Airport (LAX) and 21 miles northwest of the Bob Hope Airport (BUR) in Burbank.
The County of Los Angeles has approved the general plan and zoning for Newhall Ranch. Additionally, we have vesting tentative tract maps for two development areas within Newhall Ranch - Mission Village and Landmark Village. We commenced horizontal development activities for our first development area, Mission Village, in October 2017. We continued horizontal development activities throughout 2018 and expect to start delivering homesites to builders in late 2019. Mission Village is approved to include 4,055 homesites, including a mix of single-family detached homes, single-family attached homes, apartments and for rent affordable units, and approximately 1.6 million square feet of commercial development.
Candlestick Point and The San Francisco Shipyard
  
Candlestick Point and The San Francisco Shipyard, located on approximately 800 acres of bayfront property in the City of San Francisco, is designed to include approximately 12,000 homesites, approximately 6.3 million square feet of commercial space, approximately 100,000 square feet of community space, artist studios and approximately 355 acres of parks and open space. The actual commercial square footage and number of homesites are subject to change based on ultimate use and land planning. The land owned by us at Candlestick Point and The San Francisco Shipyard is not subject to any material liens or encumbrances.
 
Candlestick Point and The San Francisco Shipyard is located almost equidistant between downtown San Francisco and the San Francisco International Airport (SFO). It consists of two distinct, but contiguous, parcels of real estate. Candlestick Point, the southern parcel, consists of approximately 280 acres on San Francisco’s waterfront. This nationally recognized site was the location of Candlestick Park stadium, former home of the San Francisco 49ers and the San Francisco Giants. The San Francisco Shipyard, the northern parcel, consists of approximately 495 acres on the former site of the Hunters Point Navy Shipyard.

The City and County of San Francisco have approved the general plan and zoning for Candlestick Point and The San Francisco Shipyard. We have vesting tentative tract maps for the remaining development areas within Candlestick Point, and we commenced horizontal development activities there in 2015. We do not yet have vesting tentative tract maps for The San Francisco Shipyard or final maps for any of the remaining development areas.

5



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

The San Francisco Venture previously entered into a project with a joint venture (the “Mall Venture”) between an affiliate of The Macerich Company (“Macerich”) and a venture between Lennar and Castlelake to construct an urban retail outlet shopping district at Candlestick Point (the “Retail Project”). Construction of the Retail Project commenced in 2015 with the demolition of the Candlestick Park stadium and other infrastructure work. In early 2019, however, we and the members of the Mall Venture decided not to proceed with the Retail Project. Accordingly, on February 13, 2019, transactions related to the termination of the Retail Project were consummated, which resulted in the termination of the obligation of the San Francisco Venture to convey parcels of property on which the Retail Project was intended to be developed by the Mall Venture. The San Francisco Venture was also released from certain development obligations. In return, the San Francisco Venture repaid Macerich a $65.1 million obligation related to a promissory note in the same principal amount, plus approximately $5.5 million of accrued interest associated with the promissory note. The San Francisco Venture also issued an aggregate of 436,498 of its Class A units (while we concurrently issued 436,498 Class B common shares) to affiliates of Lennar and Castlelake. The San Francisco Venture can now redevelop these parcels for alternative uses.

Great Park Neighborhoods
 
Great Park Neighborhoods, located in Irvine, California, is an approximately 2,100 acre mixed-use, master-planned community that is being developed on the former site of the U.S. Marine Corp’s El Toro Air base (“El Toro Base”) in Orange County. Great Park Neighborhoods is designed to include approximately 9,500 homesites (including up to 1,056 affordable homesites), approximately 4.9 million square feet of commercial space, approximately 61 acres of parks and approximately 138 acres of trails and open space. The actual commercial square footage and number of homesites are subject to change based on ultimate use and land planning. The land at Great Park Neighborhoods is not subject to any material liens or encumbrances.

Great Park Neighborhoods is approximately seven miles from the Pacific Ocean, approximately nine miles from the University of California, Irvine (UCI) and approximately 17 miles from Disneyland. It is adjacent to the Orange County Great Park, a metropolitan public park that will be nearly twice the size of New York’s Central Park upon completion. Great Park Neighborhoods is close to Interstate 5, Interstate 405, State Route 133 and John Wayne Airport (SNA) in Orange County.
 
The City of Irvine has approved the general plan and zoning for Great Park Neighborhoods. We have vesting tentative tract maps for almost all development areas within Great Park Neighborhoods and final maps for many of the development areas. The first homesites were sold in April 2013 and, as of December 31, 2018, the Great Park Venture had sold 5,409 homesites (including 544 affordable homesites) and commercial land allowing for

6


development of up to 2 million square feet of commercial (research and development) space. For additional information about the commercial land sale, see “—Commercial” below.

Commercial

In August 2017, the Gateway Commercial Venture, in which we own a 75% interest, acquired the Five Point Gateway Campus, consisting of approximately 73 acres of commercial land in the Great Park Neighborhoods containing four newly constructed buildings, two of which were leased back to the seller, Broadcom Limited (together with its subsidiaries, “Broadcom”). The Five Point Gateway Campus includes approximately one million square feet consisting of research and development and office space across the four buildings designed to accommodate thousands of employees. Broadcom is the largest tenant, leasing approximately 660,000 square feet of research and development space pursuant to a 20-year triple net lease. We and Lennar have entered into separate 130-month full service gross leases to occupy approximately 135,000 aggregate square feet.

We currently expect to develop and operate certain commercial properties within our existing master-planned communities. We may develop and operate these properties on our own, or we may choose from time to time to develop and/or operate a particular property or properties in a strategic joint venture or other financing or entity structure with a third-party

Factors we consider in determining whether or not to proceed with a particular commercial investment include (1) our existing knowledge of the master-planned communities we are currently developing and understanding their respective needs, (2) whether, in our judgment, a particular commercial property or investment will create additional value for our remaining land within the community, in addition to achieving desired investment returns on such property or investment on a stand-alone basis, (3) existing entitlements and our ability to change them, (4) compatibility of the physical site with our proposed uses, and (5) environmental considerations, traffic patterns and access to the site.

Other Properties
 
We own approximately 16,000 acres in Ventura County that are primarily used for agriculture and energy operations. We also own approximately 500 acres of remnant commercial, residential and open space land in Los Angeles County that is planned to be sold or deeded to third parties over the next five years.

Development Management Services
 
Through the management company, we receive fees for providing development management services for Great Park Neighborhoods and for providing property management services to the Gateway Commercial Venture.
Additionally, we provide certain (but not all) development management services to other ventures in which Lennar is an investor and to the Lennar-CL Venture in connection with their involvement in real estate activities at The San Francisco Shipyard. We also provided certain development management services to the Lennar-CL Venture related to the Retail Project at the Candlestick Point community until early 2019.

Competition
 
We compete with other residential, retail and commercial property developers in the development of properties in the Northern and Southern California markets. Significant factors that we believe allow us to compete effectively in this business include:
 
the size and scope of our mixed-use, master-planned communities;
 
the recreational and cultural amenities available within our communities;
 
the commercial centers in our communities;

7


 
our relationships with homebuilders; and
 
the proximity of our communities to major metropolitan areas.

Seasonality
Our business and results of operations are not materially impacted by seasonality.

Regulation
 
Entitlement Process
 
Land use and zoning authority is exercised by local municipalities through the adoption of ordinances, regulations or zoning codes to direct the use and development of private property by controlling the use, size, density and location of and access to developments on private land. Such ordinances, regulations or codes typically divide uses of land into two categories—permitted uses and discretionary uses. Permitted uses are presumptively permitted, while discretionary uses are subject to a discretionary approval process, usually involving an application, an environmental review and a public hearing with input from other locally affected property owners and stake holders. In order to grant a discretionary use entitlement, the municipality must find that the use does not negatively impact surrounding properties and may condition such an entitlement with special requirements or limitations unique to each individual case. We typically obtain all discretionary entitlements and approvals necessary to develop the infrastructure within our communities and prepare our residential and commercial lots for construction. We also typically obtain all discretionary entitlements and approvals that the homebuilder or commercial builder will need to build homes or commercial buildings on our lots, although we may from time to time allocate responsibility for obtaining certain discretionary entitlements to a homebuilder or commercial builder.

We have incurred significant costs and expenses over the last 10 to 15 years in order to obtain the primary entitlements (general plan and zoning approvals) for our communities. Once these primary entitlements are obtained, we continue to refine the master plan for each community by planning specific development areas and obtaining the necessary governmental approvals for a development area. Among other things, we typically need to obtain the following approvals for each development area: (1) approval of the subdivision maps (such as vesting tentative tract maps and parcel maps) that allow the land to be divided into separate legal lots for residential, commercial and other improvements; (2) approval of the improvement plans that set forth certain design, engineering and other elements of infrastructure, parks, homes, commercial buildings and other improvements; (3) approval of the final map that allows for the conveyance of individual homesites and commercial lots; and (4) any other discretionary approvals needed to construct, finance, sell, lease or maintain the homes or commercial buildings within a development area.
 
We may also need to obtain state and federal permits for land development activities in certain development areas, including, for example, permits and approvals issued by state and federal resource agencies authorizing impacts to species covered by endangered species acts or impacts to state and federal waters or wetlands.
 
Development areas within our communities are at various stages of planning and development and, therefore, have received different levels of discretionary entitlements and approvals. In some cases, development areas have obtained entitlements and approvals allowing homes and commercial buildings to be built and sold, and in other cases development areas require further discretionary entitlements or approvals prior to the commencement of construction. In still other cases, our approvals have been challenged by third parties. For additional information on current legal challenges, see “Item 3. Legal Proceedings.”
 
Environmental Matters
 
Under various federal, state and local laws and regulations relating to the environment, as a current or former owner or operator of real property, we may be liable for costs and damages resulting from the presence or discharge

8


of hazardous or toxic substances, waste or petroleum products at, on, in, under or migrating from such property, including costs to investigate and clean up such contamination and liability for damage to natural resources. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such contamination, and the liability may be joint and several. These liabilities could be substantial and the cost of any required remediation, removal, fines or other costs could exceed the value of the property or our aggregate assets. In addition, the presence of contamination or the failure to remediate contamination at our properties may expose us to third-party liability for costs of remediation or personal or property damage or materially adversely affect our ability to sell, lease or develop our properties or to borrow using the properties as collateral. In addition, environmental laws may create liens on contaminated sites in favor of the government for damages and costs it incurs to address such contamination. Moreover, if contamination is discovered on our properties, environmental laws may impose restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require substantial expenditures. Such remaining contamination encountered during our construction and development activities also may require investigation or remediation, and we could incur costs or experience construction delays as a result of such discoveries.
 
Some of our properties were used in the past for commercial or industrial purposes, or are currently used for commercial purposes, that involve or involved the use of petroleum products or other hazardous or toxic substances, or are adjacent to or near properties that have been or are used for similar commercial or industrial purposes. As a result, some of our properties have been or may be impacted by contamination arising from the releases of such substances. For example, oil and gas wells have formerly operated or are currently operating at Newhall Ranch. In certain cases, prior owners or operators have in the past investigated or remediated, or are currently investigating or remediating, such conditions, but contamination may continue to be present at these sites, and future remedial activities could delay or otherwise impede property development on sites where contamination is present.

In addition, The San Francisco Shipyard and Great Park Neighborhoods properties were formerly operated by the U.S. Navy as defense plants. As a result of these historic operations, portions of these properties have been or currently are listed on the U.S. Environmental Protection Agency’s (“USEPA”) National Priorities List as sites requiring cleanup under federal environmental laws. While investigation and cleanup activities have been substantially completed for Great Park Neighborhoods, significant work is contemplated over the next few years for certain parcels within The San Francisco Shipyard, which will delay the transfer of such parcels to us for development.
 
The National Environmental Policy Act (“NEPA”) requires federal agencies to integrate environmental values into their decision making processes by considering the environmental impacts of their proposed actions and reasonable alternatives to those actions. To meet NEPA requirements federal agencies prepare a detailed statement known as an Environmental Impact Statement (“EIS”). Additionally, all Department of Defense installations (such as The San Francisco Shipyard and the El Toro Base) selected for closure or realignment pursuant to the Base Closure and Realignment Acts of 1988 or 1990 and being considered for transfer by deed, and where a release or disposal of hazardous substances or petroleum products has occurred, are subject to an environmental review process and may not be transferred until a finding of suitability for transfer (“FOST”) is documented. In addition, our development projects are subject to the California Environmental Quality Act (“CEQA”), which is similar in scope to NEPA, and requires potential environmental impacts of projects subject to discretionary governmental approval to be studied by the California governmental entity approving the proposed projects. Projects with significant expected impacts require an Environmental Impact Report (“EIR”) while more limited projects may be approved based on a Mitigated Negative Declaration. All of our development sites and projects have either been or continue to be investigated, remediated or reviewed (with documented EISs, FOSTs and EIRs, as applicable) in accordance with the above-described and other applicable environmental laws to determine the suitability of their proposed uses and to protect human health and the environment.
 
New or additional permitting requirements, new interpretations of requirements, changes in our operations or litigation or community objections over the adequacy of conducted reviews and other response and mitigation actions could also trigger the need for either amended or new reviews or actions, which could result in increased costs or delays of, modification of, or denial of rights to conduct, our development programs. For additional information on legal challenges to our projects under environmental laws see “Item 3. Legal Proceedings.”

9


 
When we identify conditions that require a response under environmental laws, we endeavor to address identified contamination or mitigate risks associated with such contamination as required (or ensure that such actions are taken by other parties, such as prior owners and operators); however, we cannot assure you that we will not need to take additional action, incur additional costs, or delay or modify our development plans to address these conditions or other environmental conditions that may be discovered in the future. As a result of the foregoing, we could potentially incur material liabilities.
 
We are also subject to a variety of other local, state, federal and other laws and regulations concerning the environment, including those governing air emissions, wastewater discharges and use and disposal of hazardous or toxic substances. The particular environmental laws that apply to any given property vary according to multiple factors, including the property’s location, its environmental conditions and the present and former uses of the property, as well as adjoining properties. These issues may result in delays, may cause us to incur substantial compliance and other costs, and can prohibit or severely restrict development activity in environmentally sensitive regions or areas. For example, in those cases where wetlands or an endangered or threatened species are impacted by proposed development, environmental rules and regulations can result in the restriction or elimination of development in such identified environmentally sensitive areas.
 
Environmental laws also govern the presence, maintenance and removal of asbestos-containing materials (“ACM”), and may impose fines and penalties for failure to comply with these requirements or expose us to third-party liability (such as liability for personal injury associated with exposure to asbestos). Such laws require that owners or operators of buildings containing ACM (and employers in such buildings) properly manage and maintain the asbestos, adequately notify or train those who may come into contact with asbestos and undertake special precautions, including removal or other abatement, if asbestos would be disturbed during renovation or demolition of a building. In addition, soils at Candlestick Point and The San Francisco Shipyard are known to contain naturally occurring asbestos, which must be managed, including through dust management plans. In the past, we have been subject to penalties for failure to monitor asbestos dust during development activities at The San Francisco Shipyard, and, although we endeavor to maintain (and to cause our contractors to maintain) compliance, we could incur such fines or penalties in the future.
 
FOST Process
 
The U.S. Navy is implementing its cleanup program at The San Francisco Shipyard pursuant to various federal laws and authorities. The Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) requires the U.S. Navy to remediate The San Francisco Shipyard in accordance with a federal facilities agreement entered into with the USEPA and the State of California, which sets forth procedures and timeframes for remedial decisions and deliverables. In accordance with the federal facilities agreement, the National Contingency Plan, 40 C.F.R. Part 300 and Department of Defense procedures, the U.S. Navy’s cleanup process involves (1) preparation of a series of reports documenting various investigative and remedial activities and (2) securing approval of those reports from the USEPA and the State of California. The remedial steps and related reports, each of which is subject to review, comment and approval, are as follows:
 
Preliminary assessment/site inspection.    This is an initial review of the site, including review of historical records and visual inspections. Limited sampling and analysis of soil, surface water and groundwater may also occur.
 
Remedial investigation.    The remedial investigation involves a closer look into each of the areas of concern identified in the preliminary assessment/site inspection, and involves collecting and analyzing samples of multiple media (soil, soil gas, sediment, groundwater, etc.). The remedial investigation addresses the nature and extent of contamination at each area of concern identified in the parcel. The remedial investigation also includes preparation of a Human Health Risk Assessment and an Ecological Risk Assessment, as appropriate. The Human Health Risk Assessment identifies the contaminants that could pose a health risk under different exposure scenarios and identifies potential numeric remediation goals.

10


 
Feasibility study.    The feasibility study evaluates the effectiveness, implementability and cost of various alternative remedial technologies that could be used to reduce site risk to acceptable levels, based on the results of the risk assessment and other data collected during the remedial investigation.
 
Proposed plan.    The proposed plan summarizes the findings of the remedial investigation and proposes a preferred remedial approach for each area of concern in the parcel based on the options evaluated in the feasibility study. This step includes a public meeting to provide the public with relevant information and an opportunity to comment on the preferred cleanup alternative.
 
Record of decision.    Once the U.S. Navy, the USEPA and the State of California select and approve the remedy for the parcel, the U.S. Navy documents and publishes the decision in the record of decision, which responds to all comments on the proposed plan.
 
Remedial design.    The remedial design sets forth details of how the remedies identified in the record of decision will be carried out. The remedial design includes a detailed engineering design for implementing, operating and maintaining the selected cleanup alternative. The U.S. Navy also distributes a fact sheet to the public before beginning work on the cleanup.
 
Remedial action work plan/remedial action implementation.    The U.S. Navy conducts remedial action in accordance with an approved remedial action work plan, which is based on the remedial design.
 
Remedial action completion report.    Once complete, the cleanup is documented in a remedial action completion report.
 
FOST.    Prior to conveyance of real property, CERCLA requires the U.S. Navy to remediate hazardous substances to a level consistent with the protection of human health and the environment. Following the completion and approval of the remedial action completion report, the U.S. Navy documents its findings that such remediation has occurred, and that the property is suitable for transfer, consistent with all applicable laws and authorities, in a FOST.
 
Investment Policies

Investments in Real Estate or Interests in Real Estate

We are a real estate development and operating company that specializes in the development and operation of mixed-use, master-planned communities. Our goal is to create sustainable, long-term growth and value for our shareholders. We do not currently have an investment policy; however, our board of directors may adopt one in the future.

We expect to pursue our investment objectives primarily through the ownership, development, operation and disposition of our communities: (1) Newhall Ranch; (2) Candlestick Point and The San Francisco Shipyard; and (3) Great Park Neighborhoods. Although we currently have no definitive agreements to acquire other properties, we may do so in the future. Our future investment or development activities will not necessarily be limited to any geographic area, product type or to a specified percentage of our assets.

We may also participate with third parties in property ownership, development and operation, through joint ventures, private equity real estate funds or other types of co-ownership. We also may acquire real estate or interests in real estate in exchange for the issuance of our Class A common shares, our preferred shares, options to purchase shares or Class A units of the operating company. These types of investments may permit us to own interests in larger assets without unduly restricting our diversification and, therefore, provide us with flexibility in structuring our portfolio.


11


We will limit our investment in any securities so that we do not fall within the definition of an “investment company” under the Investment Company Act of 1940, as amended.

Investments in Real Estate Mortgages

We may, at the discretion of our board of directors, invest in mortgages and other types of real estate interests, but we do not currently, nor do we currently intend to, engage in these activities. If we choose to invest in mortgages, we would expect to invest in mortgages secured by real property interests. The Company does not have a policy that restricts the proportion of our assets that may be invested in a type of mortgage or any single mortgage or type of mortgage loan.

Securities of, or Interests in, Persons Primarily Engaged in Real Estate Activities and Other Issuers

We do not currently intend to invest in securities of other entities engaged in real estate activities or securities of other issuers, including for the purpose of exercising control over such entities. However, we may do so in the future.

Investments in Other Securities

Other than as described above and for short-term securities pending long-term commitment, we do not currently intend to invest in any additional securities such as bonds, preferred shares or common shares.

Employees

At December 31, 2018, we had approximately 180 employees.

Available Information

Our website is www.fivepoint.com.  We make available free of charge through our website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(d) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) as soon as reasonably practicable after being filed with, or furnished to, the Securities and Exchange Commission (“SEC”).  The information contained in, or that can be accessed through, our website is not incorporated by reference and is not a part of this annual report on Form 10-K. In addition, you may obtain the documents that we file with the SEC from the SEC’s website at www.sec.gov.

    
ITEM 1A.     Risk Factors
You should carefully consider the following material risks, as well as the other information contained in this Annual Report on Form 10-K, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes. If any of the following risks actually occur, our business, financial condition, results of operations or prospects could be materially and adversely affected. In such an event, the trading price of our Class A common shares could decline and you could lose part or all of your investment.
Risks Related to Real Estate
Our performance is subject to risks associated with the real estate industry.
Our economic performance is subject to various risks and fluctuations in value and demand, many of which are beyond our control. Certain factors that affect real estate generally and our properties specifically may adversely affect our revenue from land sales or leasing of retail or other commercial space. The following factors, among others, may adversely affect the real estate industry, including our properties, and could therefore adversely impact our financial condition and results of operations:

12


downturns in economic conditions or demographic changes at the national, regional or local levels, particularly in the areas where our properties are located;
significant job losses and unemployment levels, which may decrease demand for our properties;
competition from other residential communities, retail properties, office properties or other commercial space;
inflation or increases in interest rates;
limitations on the availability, or increases in the cost, of financing for homebuilders, commercial builders or commercial buyers or mortgage financing for homebuyers;
limitations, reductions or eliminations of tax benefits for homeowners;
reductions in the level of demand for homes or retail or other commercial space in the areas where our properties are located;
fluctuations in energy costs;
decreases in the underlying value of properties in the areas where our properties are located;
increases in the supply of homes or retail or other commercial space in the areas where our properties are located;
declines in consumer confidence and spending; and
public perception that any of the above events may occur.
There are significant risks associated with our development and construction projects that may prevent completion on budget and on schedule.
At our projects, we are engaged in extensive construction activity to develop each community’s infrastructure, including grading and installing roads, sidewalks, gutters, utility improvements (such as storm drains, water, gas, sewer, power and communications), landscaping and shared amenities (such as community buildings, neighborhood parks, trails and open spaces) and other actions necessary to prepare each residential and commercial lot for construction. In addition, although we primarily rely on homebuilders to purchase homesites at our communities and construct homes, we may in the future construct a portion of the homes ourselves. For commercial or multi-family properties that we retain or acquire in the future, we may also construct the buildings ourselves. Our development and construction activities entail risks that could adversely impact our financial condition and results of operations, including:
construction costs, which may exceed our original estimates due to increases in materials, labor or other costs, which could make the project less profitable;
permitting or construction delays, which may result in increased debt service expense and increased project costs, as well as deferred revenue;
unavailability of raw materials when needed, which may result in project delays, stoppages or interruptions, which could make the project less profitable;
federal, state and local grants to complete certain highways, interchange, bridge projects or other public improvements may not be available, which could increase costs and make the project less profitable;
claims for warranty, product liability and construction defects after a property has been built;
claims for injuries that occur in the course of construction activities;
poor performance or nonperformance by, or disputes with, any of our contractors, subcontractors or other third parties on whom we rely;
health and safety incidents and site accidents;

13


unforeseen engineering, environmental or geological problems, which may result in delays or increased costs;
labor stoppages, slowdowns or interruptions;
compliance with environmental planning and protection regulations and related legal proceedings;
liabilities, expenses or project delays, stoppages or interruptions as a result of challenges by third parties in legal proceedings;
delay or inability to acquire property, rights of way or easements, which may result in delays or increased costs; and
weather-related and geological interference, including landslides, earthquakes, floods, drought, wildfires and other events, which may result in delays or increased costs.
At The San Francisco Shipyard, approximately 408 acres are still owned by the U.S. Navy and will not be conveyed to us until the U.S. Navy satisfactorily completes its finding of suitability to transfer, or “FOST,” process, which involves multiple levels of environmental and governmental investigation, analysis, review, comment and approval. Allegations that Tetra Tech, a contractor hired by the U.S. Navy, misrepresented sampling results at The San Francisco Shipyard have resulted in data reevaluation, governmental investigations, criminal proceedings, lawsuits, and a determination by the U.S. Navy and other regulatory agencies to undertake additional sampling. These activities have delayed the remaining land transfers from the U.S. Navy and could lead to additional legal claims or government investigations, all of which could in turn further delay or impede our future development of such parcels.
At Newhall Ranch, we are party to royalty-based lease agreements with oil and gas operators. Pursuant to the terms of these leases, the oil and gas operators are required to remediate certain environmental impacts caused by their operations following expiration of such leases. In the event that they take longer than expected to complete such remediation or default in their obligation, such that we are required to complete such remediation, we may be forced to delay development of Newhall Ranch until such remediation is complete or incur additional costs that are currently obligations of the oil and gas operators.
We cannot assure you that projects will be completed on schedule or that construction costs will not exceed budgeted amounts. Failure to complete development or construction activities on budget or on schedule may adversely affect our financial condition and results of operations.
Zoning and land use laws and regulations may increase our expenses, limit the number of homes or commercial square footage that can be built or delay completion of our projects and adversely affect our financial condition and results of operations.
Although there are agreements with the City of Irvine for Great Park Neighborhoods and the City and County of San Francisco for Candlestick Point and The San Francisco Shipyard that protect existing entitlements, our communities are subject to numerous local, state, and federal laws and other statutes, ordinances, rules and regulations concerning zoning, development, building design, construction and similar matters that impose restrictive zoning and density requirements in order to limit the number of homes or commercial square feet that can eventually be built within the boundaries of a particular area, as well as governmental taxes, fees and levies on the acquisition and development of land parcels. These regulations often provide broad discretion to the administering governmental authorities as to the conditions for our projects being approved, if approved at all. Further, if the terms and conditions of the development agreements with the Cities of Irvine and San Francisco are not complied with, existing entitlements under those agreements could be lost, including (in the case of San Francisco) the right to acquire certain portions of the land on which development activity is expected. New housing and commercial developments are often subject to determinations by the administering governmental authorities as to the adequacy of water and sewage facilities, roads and other local services, and may also be subject to various assessments for schools, parks, streets, affordable housing and other public improvements. As a result, the development of properties may be subject to periodic delays in certain areas due to the conditions imposed by the administering governmental authorities. Due to building moratoriums, zoning changes or “slow-growth” or “no-growth” initiatives that could be implemented in the future in the areas in which our properties are located, our communities may also be subject to

14


periodic delays, or we could be precluded entirely from developing in certain communities or otherwise restricted in our business activities. Such moratoriums or zoning changes can occur prior or subsequent to commencement of our development operations, without notice or recourse. Local and state governments also have broad discretion regarding the imposition of development fees for projects in their jurisdictions. Projects for which we have received land use and development entitlements or approvals may still require a variety of other governmental approvals and permits during the development process and can also be impacted adversely by unforeseen health, safety, and welfare issues, which can further delay these projects or prevent their development. As a result, revenue from land sales or leasing of retail or other commercial space may be adversely affected, or costs may increase, which could negatively affect our financial condition and results of operations.
In addition, laws and regulations governing the approval processes provide third parties the opportunity to challenge proposed plans and approvals. Certain of our plans and approvals have been challenged by third parties, such as environmental groups, and are currently the subject of ongoing legal proceedings. These and any future third-party challenges to our planned developments provide additional uncertainties in real estate development planning and entitlements. Third-party challenges in the form of litigation could result in the denial of our right to develop in accordance with our current development plans or could adversely affect the length of time or the cost required to obtain the necessary governmental approvals to develop. In addition, adverse decisions arising from any litigation could increase the cost and length of time to obtain ultimate approval of a project and could adversely affect the design, scope, plans and profitability of a project, which could negatively affect our financial condition and results of operations.
We incur significant costs, and may be subject to delays, in obtaining entitlements, permits and approvals before we can begin development or construction of our projects and begin to recover our costs.
Before any of our projects can generate revenues, we make material expenditures to obtain entitlements, permits and development approvals. It generally takes several years to complete this process and completion times vary based on complexity of the project and the community and regulatory issues involved. We could also be subject to delays in construction, which could lead to higher costs and adversely affect our results of operations. Changing market conditions during the entitlement and construction periods could negatively impact our revenue from land sales or leasing of retail or other commercial space. Historically, certain of our entitlements, permits and development approvals have been challenged by third parties, such as environmental groups. Future entitlements, permits and development approvals that we will need to obtain for development areas within our communities may be similarly challenged.
As a result of the time and complexity involved in construction and obtaining approvals for our projects, we face the risk that demand for residential and commercial properties may decline and we may be forced to sell or lease properties at prices or rates that generate lower profit margins than we anticipated, or would result in losses. If values decline, we may be required to make material write-downs of the book value of our real estate assets or real estate investments.
We will have to make significant investments at our properties before we realize significant revenues.
We currently plan to spend material amounts on horizontal development at our communities. Those expenditures primarily reflect the costs of developing the infrastructure at our properties, including grading and installing roads, sidewalks, gutters, utility improvements (such as storm drains, water, gas, sewer, power and communications), landscaping and shared amenities (such as community buildings, neighborhood parks, trails and open spaces) and other actions necessary to prepare each residential and commercial lot for construction. We currently expect to have sufficient capital to fund the horizontal development of our communities in accordance with our development plan for several years. However, we may experience cost increases, our plans may change, new regulations and regulatory plan modifications or court rulings may affect our ability to develop or the cost to develop the project or circumstances may arise that result in our needing additional capital to execute our development plan. If we are not successful in obtaining additional financing to enable us to complete our projects, we may experience further delays or increased costs, and our financial condition and results of our operations may be adversely affected.

15


Our projects are subject to environmental planning and protection laws and regulations that require us to obtain permits and approvals that may be delayed, withheld or challenged by third parties in legal proceedings.
Our projects are subject to various environmental and health and safety laws and regulations. These laws and regulations require us to obtain and maintain permits and approvals, undergo environmental review processes and implement environmental and health and safety programs and procedures to mitigate the physical impact our communities will have on the environment (such as traffic impacts, health and safety impacts, impacts on public services and impacts on endangered, threatened or other protected plants and species) and to control risks associated with the siting, development, construction and operation of our projects, all of which involve a significant investment of time and expense. The particular environmental requirements that apply to a project vary depending on, among other things, location, environmental conditions, current and former uses of a property, the presence or absence of certain wildlife or habitats, and nearby conditions. We expect that increasingly stringent environmental requirements will be imposed on developers in the future.
These future environmental requirements could affect the timing or cost of our development. In addition, future environmental requirements could reduce the number of homesites or amount of commercial square feet we are able to develop, increase our financial commitments to local or state agencies or organizations or otherwise reduce the profitability of the project. Failure to comply with these laws, regulations and permit requirements may result in delays, administrative, civil and criminal penalties, denial or revocation of permits or other authorizations, other liabilities and costs, the issuance of injunctions to limit or cease operations and the imposition of additional requirements for future compliance as a result of past failures.
Certain of our environmental permits and approvals have been challenged in the past by third parties, such as environmental groups. Future environmental permits and approvals that we will need to obtain for development areas within our communities may be similarly challenged.
We could incur significant costs related to regulation of and litigation over the presence of asbestos-containing materials at our properties.
Environmental laws govern the control, presence, maintenance and removal of ACM. Such laws may impose fines and penalties, and, on occasion, we have had such penalties imposed against us, for failure to comply with these requirements. Such laws require that owners or operators of buildings or properties containing ACM properly manage and maintain it, adequately notify or train those who may come into contact with it, and undertake special precautions including asbestos dust monitoring, removal or other abatement if asbestos would be disturbed during construction, renovation or demolition activities. Certain buildings on our properties that are being and will be demolished (or have already been demolished) in connection with our development plans, and the soil at certain of our properties, contain ACM which must be handled in accordance with these laws. Such laws may increase our development costs, and subject us to fines and penalties and other liabilities and costs in the event compliance is not maintained. We have also been exposed to legal proceedings initiated by third parties and may in the future be exposed to third party liability (such as liability for personal injury associated with exposure to asbestos).
As an owner and operator of real property, we could incur liability for environmental contamination issues.
We have incurred costs and expended funds, and may do so again in the future, to comply with environmental requirements, such as those relating to discharges or threatened discharges to air, water and land, the handling and disposal of solid and hazardous waste and the cleanup of properties affected by hazardous substances. Under these and other environmental requirements, as a property owner or operator, we may be required to investigate and clean up hazardous or toxic substances or chemical releases at our communities or properties currently or formerly owned or operated by us, including as a result of the current and former oil and gas leasing operations at Newhall Ranch or as a result of prior activities conducted at the El Toro Base or The San Francisco Shipyard. Some of our properties have been or may be impacted by contamination arising from these or other prior uses of these properties, or adjacent properties. In this regard, certain portions of the El Toro Base and The San Francisco Shipyard have been or currently are listed on the USEPA’s National Priorities List as sites requiring cleanup under federal environmental law. Although the U.S. Navy has been primarily responsible for investigation and cleanup activities at these properties and will continue to have liability for future contamination that is

16


discovered, we also may incur costs for investigation or cleanup of contamination that is discovered or disturbed during the course of our future development activities or otherwise. Similarly, in the event that oil and gas operators at Newhall Ranch do not fully remediate contamination resulting from such operations, we may incur such costs. As an owner and operator of real property, we could be held responsible to a governmental entity or third parties for property damage, personal injury and investigation and cleanup costs incurred by them in connection with any contamination at or from such real property. We may also be liable for the costs of remediating contamination at off-site disposal or treatment facilities when we arrange for disposal or treatment of hazardous substances or waste at such facilities, without regard to whether we comply with environmental laws in doing so.
Environmental laws and requirements typically impose cleanup responsibility and liability without regard to whether the owner or operator knew of or caused the presence of the contaminants. The liability under the laws related to such requirements has been interpreted to be joint and several, meaning a governmental entity or third party may seek recovery of the entire amount from us even if there are other responsible parties, unless the harm is divisible and there is a reasonable basis for allocation of the responsibility. The costs of investigation, remediation or removal of those substances, or fines, penalties and other sanctions and damages from third-party claims for property damage or personal injury, may be substantial, and the presence of those substances, or the failure to remediate a property properly, may impair our ability to sell, lease or otherwise use our property. While we currently have and may maintain insurance policies from time to time to mitigate some or all of these risks, insurance coverage for such claims may be limited or nonexistent. In addition, to the extent that we have indemnification rights against third parties relating to any such environmental liability or remediation costs (such as, for example, the U.S. Navy under certain federal laws as a former owner and operator of the El Toro Base and The San Francisco Shipyard, and former oil and gas lessees under certain settlement agreements relating to portions of Newhall Ranch), the indemnification may not fully cover such costs or we may not be able to collect the full amount of the indemnification from the third party. While investigation and cleanup activities have been substantially completed for the Great Park Neighborhoods, significant work is contemplated over the next few years for certain of The San Francisco Shipyard parcels, which will delay transfer of such parcels to us for development.
Although most of our properties have been subjected to environmental assessments by independent environmental consultants or in the case of Great Park Neighborhoods and The San Francisco Shipyard, extensive environmental assessments by the U.S. government, these environmental assessments may not include or identify all potential environmental liabilities or risks associated with the properties. We cannot assure you that these or other environmental assessments identified all potential environmental liabilities, or that we will not incur material environmental liabilities in the future. We cannot predict with any certainty the magnitude of our future expenditures relating to environmental compliance or the long-range effect, if any, of environmental laws on our operations. Compliance with such laws could have a material adverse effect on our results of operations and competitive position in the future.
Our communities are all located in California, which makes us susceptible to risks in that state.
Our communities, as well as the Concord community for which we provide development management services, are all located in California. We have no current plans to acquire any additional properties or operations outside of California and we expect, at least for a number of years, to be dependent upon our existing projects for all of our cash flow. As a result, we are susceptible to greater risks than if we owned a larger or more geographically diverse portfolio. California also continues to suffer from severe budgetary constraints, which may result in the layoff or furlough of government employees, and is regarded as more litigious and more highly regulated and taxed than many other states. Any adverse change in the economic, political, competitive or regulatory climate in California, or the counties and cities where our properties are located, could adversely affect our real estate development activities and have a negative impact on our financial condition and results of operations.
In addition, historically, California has been subject to natural disasters, including earthquakes, droughts, floods, wildfires and severe weather, and coastal locations may be particularly susceptible to climate stress events or adverse localized effects of climate change, such as sea-level rise and increased storm frequency or intensity. We therefore have greater exposure to the risks of natural disasters, which can lead to power shortages, shortages of labor and materials and delays in development. The occurrence of natural disasters may also negatively impact the

17


demand for new homes in affected areas. If our insurance does not fully cover losses resulting from these events, our financial condition and results of operations could be adversely affected.
Drought conditions in California may, from time to time, cause us to incur additional costs and delay or prevent construction within our communities, which could have a material adverse impact on our financial condition and results of operations.
In recent years, California has faced persistent drought conditions. In 2014, the Governor of California proclaimed a Drought State of Emergency warning that drought conditions may place drinking water supplies at risk in many California communities. In May 2016, the prior Governor of California issued an executive order that, among other things, directs the State Water Resources Control Board (the “SWRCB”) and the Department of Water Resources (the “DWR”) to require urban water suppliers to report monthly information regarding water use, conservation and enforcement on a permanent basis. In response to this executive order, the DWR and the SWRCB were required to engage in a public process and work with urban water suppliers, local governments and environmental groups to develop new water use efficiency targets as part of a long-term conservation framework for urban water agencies. Further, drought emergency reduction targets and other measures that are instituted to respond to drought conditions could cause us to incur additional costs to develop each community’s infrastructure, as well as cause homebuilders and commercial builders to incur additional costs, which could reduce the price that they are willing to pay for our residential and commercial lots. Although the Governor of California rescinded the Drought State of Emergency in April 2017, if drought conditions were to return, there could be additional restrictions or moratoriums on building permits and access to utilities, such as water and sewer taps, which could delay or prevent our construction activities, as well as the construction of homes and commercial buildings, even when we have obtained water rights for our communities.
Simultaneous development projects may divert management time and resources.
Since all of our communities, and the Concord community for which we provide development management services, are being developed simultaneously, members of our senior management will be involved in planning and developing these projects, which may divert management resources from the construction, sale, lease or opening of any of these projects. Management’s inability to devote sufficient time and attention to a project may delay the construction or opening of such project. This type of delay could adversely affect our financial condition and results of operations.
We are highly dependent on homebuilders.
We are highly dependent on our relationships with homebuilders to purchase lots at our residential communities. Our business will be adversely affected if homebuilders do not view our residential communities as desirable locations for homebuilding operations. Also, some homebuilders may be unwilling or unable to close on previously committed land parcel purchases due to factors outside of our control. As a result, we may sell fewer land parcels and may have lower revenues from sales, which could adversely affect our financial condition and results of operations.
We may from time to time be subject to litigation, which could have a material adverse effect on our financial condition and results of operations.
We may from time to time be subject to various claims and routine litigation arising in the ordinary course of business. Among other things, we are, and are likely to continue to be, affected by litigation against governmental agencies related to environmental and similar approvals that we receive or seek to obtain or relating to historical contamination at our properties that have had prior industrial uses, such as The San Francisco Shipyard. For additional information on recent litigation relating to our properties, see “Item 3. Legal Proceedings.”
Litigation and other claims may result in potentially significant defense costs, settlements, fines or judgments against us, some of which may not be covered by insurance. Payment of any such costs, settlements, fines or judgments that are not insured or that exceed our insurance limits could have an adverse impact on our financial

18


condition and results of operations. In addition, certain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage and adversely affect our results of operations, expose us to increased risks that would be uninsured or adversely impact our ability to attract officers and directors. Such litigation could adversely affect the length of time and the cost required to obtain the necessary governmental approvals. In addition, adverse decisions or publicity arising from any litigation could increase the cost and length of time to obtain ultimate approval of a project, could require us to abandon all or portions of a project and could adversely affect the design, scope, plans and profitability of a project, any of which could negatively affect our financial condition and results of operations.
We may be subject to increased costs of insurance or limitations on coverage.
We maintain comprehensive insurance coverage for general liability, property, workers’ compensation and other risks on all of our properties and operations, including insurance covering certain environmental risks and liabilities. We believe the policy specifications and insured limits of these policies are adequate and appropriate. There are some risks of loss for which we may be unable to purchase insurance coverage. For example, losses associated with certain environmental risks or liabilities, floods, landslides, earthquakes and other weather-related or geologic events may not be insurable and other losses, such as those arising from terrorism, may not be economically insurable. In addition, there is no assurance that certain types of risks that are currently insurable will continue to be insurable on an economically feasible basis, and we may discontinue certain insurance coverage on some or all of our properties in the future if the cost of premiums for any of these policies in our judgment exceeds the value of the coverage discounted for the loss. If an uninsured loss or a loss in excess of insured limits occurs, we may have to incur uninsured costs to mitigate such losses or lose all or a portion of the capital invested in a property, as well as the anticipated future revenue from the property. We might also remain obligated for any financial obligations related to the property, even if the property is irreparably damaged. Future changes in the insurance industry’s risk assessment approach and pricing structure could increase the cost of insuring our properties and operations or decrease the scope of insurance coverage, either of which could adversely affect our financial condition and results of operations.
Moreover, we carry several different lines of insurance, placed with several large insurance carriers. If any one of these large insurance carriers were to become insolvent, we would be forced to replace the existing insurance coverage with another suitable carrier and any outstanding claims would be at risk for collection. In such an event, we cannot be certain that we would be able to replace the coverage at similar or otherwise favorable terms. Replacing insurance coverage at unfavorable rates and the potential of uncollectible claims due to carrier insolvency could adversely affect our financial condition and results of operations.
Title to our property may be impaired by title defects.
We cannot give any assurance that title to our properties will not be challenged or impugned, and cannot be certain that we have or will acquire valid title to our properties. Further, we cannot give any assurance that there are not any liens, encumbrances, mortgages, impositions, fines, violations, levies, superior title claims or other title defects or title issues (collectively, “title defects”) with respect to our properties. The lack of good, marketable fee title, or the existence of any existing title defects with respect to our properties, could materially and adversely affect our properties, including by resulting in: (1) chain of title issues (such as impediments to the potential sale, transfer, assignment or grant of any fee or leasehold interests in all or any portion of our properties); (2) financing issues (such as impediments to qualifying for a line of credit, mortgage or private equity financing); (3) development issues (such as impediments to qualifying for governmental licenses and permits or construction financing, delays in operations, or additional costs incurred in connection with any required corrective measures); (4) foreclosure, forfeiture and loss of fee title (such as resulting from a mortgage foreclosure, tax levy or rescission rights); (5) reduction of asset value; or (6) loss of revenue, capital or anticipated profits.
Although the San Francisco Venture holds title insurance on the portions of Candlestick Point and The San Francisco Shipyard that it currently owns, and the Great Park Venture holds title insurance on Great Park Neighborhoods, we do not hold title insurance on Newhall Ranch. In any event, an owner’s title insurance policy only provides insurance coverage as of the issuance date of such policy and does not protect against transfers or other title defects that impact the properties from and after the title policy issuance dates. Accordingly, for all of our

19


properties, whether or not we hold title insurance, it is possible that there may be title defects for which we will have no title insurance coverage.
In addition, the title insurance policies we do hold may not insure for the current aggregate market value of our properties, and we do not intend to increase our title insurance coverage as the market value of our portfolio increases. As a result, we may not have sufficient coverage against all losses that we may experience, including from adverse title claims.
Inflation may adversely affect us by increasing costs that we may not be able to recover.
Inflation can adversely affect us by increasing costs of materials and labor. In addition, inflation is often accompanied by higher interest rates, which could have a negative impact on demand for homes and the cost of debt financing. In a highly inflationary environment, depending on industry and other economic conditions, we may be unable to raise prices enough to keep up with the rate of inflation, which would reduce our profit margins. Although the overall rate of inflation has been low for the last several years, we have been experiencing increases in the prices of labor and materials, especially at Candlestick Point and The San Francisco Shipyard, and there could be a significant increase in inflation in the future.
Significant competition could have an adverse effect on our business.
We compete with other residential, retail and commercial property developers in the development of properties in the Northern and Southern California markets. We compete with a number of residential, retail and commercial developers, some with greater financial resources, in seeking resources for development and prospective purchasers. Competition from other real estate developers may adversely affect our ability to attract purchasers and sell or lease residential, retail and commercial properties, attract and retain experienced real estate development personnel or obtain construction materials and labor. These competitive conditions could make it difficult to sell properties at desirable prices and could adversely affect our financial condition and results of operations.
We may be unable to obtain suitable bonding for the development of our communities.
We provide performance bonds and letters of credit in the ordinary course of business to governmental authorities and others to ensure the completion of our projects or in support of obligations to build community improvements such as roads, sewers, water systems and other utilities. We may also be required to provide performance bonds or letters of credit to secure our performance under various escrow agreements, financial guarantees and other arrangements. If we are unable to obtain performance bonds or letters of credit when required or the cost or operational restrictions or conditions imposed by issuers to obtain them increases significantly, we may be significantly delayed in developing our communities or may incur significant additional expenses and, as a result, our financial condition and results of operations could be materially and adversely affected.
Fluctuations in real estate values may require us to write down the carrying value of our real estate assets or real estate investments.
Our industry is subject to significant variability and fluctuations in real estate values. The valuation of our real estate assets or real estate investments is inherently subjective and based on the individual characteristics of each asset. Factors such as competitive market supply and demand for inventory, changes in laws and regulations, political and economic conditions and interest and inflation rate fluctuations subject our valuations to uncertainty. Our valuations are made on the basis of assumptions that may not prove to reflect economic or demographic reality. If the real estate market deteriorates, we may reevaluate the assumptions used in our analysis. As a result, adverse market conditions may require us to write down the book value of certain real estate assets or real estate investments and some of those write-downs could be material. Any material write-downs of assets could have a material adverse effect on our financial condition and results of operations. Also, a material write-down of assets could adversely affect our ability to meet specified financial ratios or satisfy financial condition tests under the terms of our indebtedness and could adversely affect our ability to utilize certain exceptions from various debt covenants that impose operating restrictions on us, including limitations on our ability to: pay dividends, redeem or repurchase

20


capital stock or make other restricted payments; make certain investments; incur additional indebtedness or issue preferred stock; create certain liens; or consolidate, merge or transfer all or substantially all of our assets. See “—Risks Related to Our Organization and Structure—Our substantial indebtedness may have a material adverse effect on our business, our financial condition and results of operations and our ability to secure additional financing in the future.”
Changes in global or regional climatic conditions and governmental actions in response to such changes may adversely affect us by restricting, or increasing the costs of, our planned development activities.
There is growing concern from many members of the scientific community and the general public that an increase in global average temperatures due to emissions of greenhouse gases and other human activities could cause significant changes in weather patterns and increase the frequency and severity of natural disasters. Government mandates, standards or regulations intended to reduce greenhouse gas emissions or ameliorate projected climate change impacts could result in restrictions on land development in certain areas, higher costs resulting from green building codes and increased energy, transportation and raw material costs, or cause us to incur compliance expenses that we will be unable to fully recover, which could reduce our gross profit margins and adversely affect our financial condition and results of operations.
For example, in response to challenges to certain approvals for our planned development at Newhall Ranch, the Supreme Court of California issued a ruling that required CDFW to reassess certain analyses and determinations related to the project’s greenhouse gas emissions in connection with approving the related EIR. Although the final environmental analysis was ultimately approved, the Supreme Court’s ruling resulted in the need to reassess certain elements of the project’s potential impacts and to modify certain aspects (such as specific mitigation measures and project design features) related to the development plan for Newhall Ranch, which in turn increased our costs and caused delays in construction. Future environmental permits and approvals that we will need to obtain for development areas within our communities may be similarly challenged and could result in similar impacts or other obstacles to our development plans.
Our property taxes could increase due to rate increases or reassessments or the imposition of new taxes or assessments, which may adversely impact our financial condition and results of operations.
We will be required to pay state and local real property taxes and assessments on our properties. The real property taxes and assessments on our properties may increase as property or special tax rates increase or if our properties are assessed or reassessed at a higher value by taxing authorities. If we are obligated to pay new taxes or if there are increases in the property taxes and assessments that we currently pay, our financial condition and results of operations could be adversely affected.
Our trademarks, trade names and service marks may infringe other names and marks, or become diluted or invalidated.
We believe that our name and the names that we will be using to brand our communities, and their neighborhoods, are important to our business. However, we are aware of a number of other companies that use names that consist of or contain one or more of our names. As a result, there could be potential trade name, trademark or service mark infringement claims brought against us by the users of these names and marks, and such users may have rights that are senior to ours. If another company were to successfully challenge our right to use one or more of our names or marks, our business could be adversely impacted. In addition, to the extent third parties use similar names or marks, the value of our names and marks could be diminished.
Negative publicity could adversely affect our reputation as well as our business, financial results and share price.
Negative publicity related to our industry, company, brands, marketing, personnel, operations, business performance or customers may generate negative sentiment regarding our company, potentially affecting our share price and the performance of our business, regardless of its accuracy or inaccuracy. Our success in maintaining,

21


extending and expanding our brand image and reputation depends on our ability to adapt and respond to such publicity in a rapidly changing environment. Negative sentiment resulting from adverse publicity or unfavorable public commentary could damage our brand image and reputation, reduce the demand for homes, homesites, and commercial and multi-family properties in our communities, or adversely affect our ability to acquire additional landholdings and plan and develop new communities, any of which could adversely affect our business, financial condition, results of operations and share price.

Risks Related to Our Organization and Structure
We depend on key personnel.
Our success depends to a significant degree upon the contributions of certain key personnel, including Mr. Haddad, our Chairman and Chief Executive Officer. These key personnel would be difficult to replace because of their experience in identifying, acquiring, developing, financing and managing real estate assets and their long-term relationships across, and strong reputation in, the real estate industry generally and for our communities specifically. If any of our key personnel were to cease employment with us, our results of operations could suffer. Our ability to retain our key personnel or to attract suitable replacements should any members of our management team leave is dependent on the competitive nature of the employment market. The loss of services from key personnel or a limitation in their availability could materially and adversely impact our financial condition and results of operations. Further, such a loss could be negatively perceived in the capital markets.
As a holding company, we are entirely dependent upon the operations of the operating company and its ability to make distributions to provide cash flow to us or to pay taxes and other expenses.
We are a holding company and our only investment is our interest in the operating company. The operating company conducts all of our operations and owns all of our assets. As a result, our cash flow depends upon the cash flow of the operating company and its ability to provide funds to us in the form of distributions, loans or otherwise. The distributions that we receive from the operating company are based on our ownership interest in it, which was 61.7%, as of December 31, 2018. The operating company is treated as a partnership for U.S. federal income tax purposes and, as such, is generally not subject to U.S. federal income tax. Instead, taxable income is allocated to the operating company’s partners, including us. Accordingly, we incur income taxes on our proportionate share of any net taxable income of the operating company. Under the terms of the limited partnership agreement for the operating company, the operating company is obligated to make tax distributions to its partners, including us, subject to the restrictions described below. These tax distributions generally will be made on a pro rata basis. In addition to tax expenses, we also incur expenses related to our operations, including expenses under the tax receivable agreement (“TRA”), which we expect could be significant.
The ability of the operating company to make distributions in an amount sufficient to allow us to pay our taxes and operating expenses, including any payments under the TRA, is subject to the obligations of the operating company and its subsidiaries to their respective creditors. In addition, future financing arrangements may contain negative covenants limiting the ability of the operating company to make distributions to us. Furthermore, the ability of the operating company’s subsidiaries and the Great Park Venture to pay distributions to the operating company may be limited by their obligations to their respective creditors and other investors. For example, the distribution rights of the holders of legacy interests in the Great Park Venture and the Class B partnership interests in Five Point Communities, LP will reduce the cash available for distribution to the operating company. Similarly, we may be limited in our ability to move capital among the operating company and its subsidiaries as a result of future financing arrangements and obligations to creditors.
As an equity investor in the operating company and, indirectly, in our other subsidiaries and the Great Park Venture and the Gateway Commercial Venture, our right (and, therefore, the rights of our shareholders) to receive assets upon the liquidation or reorganization of the operating company and its subsidiaries, or the Great Park Venture or the Gateway Commercial Venture, will be structurally subordinated to the claims of their creditors. Even if we are recognized as a creditor of the operating company, our claims may still be subordinated to any security interest in or other lien on its assets and any debt or other obligations. Therefore, in the event of our bankruptcy, liquidation or

22


reorganization, our consolidated assets will be available to satisfy the claims of our shareholders only after all of our liabilities and the liabilities of the operating company have been paid in full.
Recent U.S. tax legislation may adversely affect our operations.
The Tax Cuts and Jobs Act of 2017 (the “Tax Act”), which was signed into law on December 22, 2017, made significant changes to the taxation of U.S. business entities, including by, among other things, reducing the corporate income tax rate from 35% to 21%, eliminating the corporate alternative minimum tax, restricting deductions allowed for net operating losses to 80% of current year taxable income, permitting net operating losses to be carried forward indefinitely and allowing immediate deductions for certain new investments instead of recovering the expense over time though depreciation. Although we expect the Tax Act to be beneficial to us overall, particularly by reducing our obligations under the tax receivable agreement, as described in a risk factor below, some aspects of the Act could potentially have a negative effect on our operations. For example, certain changes in the Tax Act applicable to individuals could have a negative effect on the housing market and, consequently, our operations. Among the possible changes that could negatively impact the perceived affordability of homeownership are new limitations on the ability to deduct (i) property taxes, (ii) mortgage interest and (iii) state and local income taxes. In addition, it is unclear how the Tax Act will affect state and local taxation, which often uses federal taxable income as a starting point for computing state and local tax liabilities. We continue to work with our tax advisors and auditors to determine the full impact that the Tax Act will have on us.
Some of our directors are involved in other businesses including real estate activities and public or private investments and, therefore, may have competing or conflicting interests with us.
Certain of our directors have and may in the future have interests in other real estate business activities, and may have control or influence over these activities or may serve as investment advisors, directors or officers of other real estate companies. These interests and activities, and any duties to third parties arising from such interests and activities, could divert the attention of such directors from our operations. Additionally, some of our directors are engaged in investment and other activities in which they may learn of real estate and other related opportunities. Our operating agreement and our code of business conduct and ethics expressly provide that our non-employee directors are not obligated to limit their interests or activities in their non-director capacities or to notify us of any opportunities that may arise in connection therewith, even if the opportunities are complementary to, or in competition with, our businesses. Accordingly, we have no expectation that we will be able to learn of or participate in such opportunities and it is possible that our directors, in their capacity as investment advisors, directors or officers of other real estate companies, may compete with us with respect to these opportunities. For example, three of our directors are senior officers of Lennar (a national homebuilder), one of our directors is a partner and portfolio manager of Castlelake (an investment firm), one of our directors is the lead independent director at William Lyon Homes (a regional homebuilder), one of our directors is a director at Tejon Ranch Company (a real estate development and agribusiness), and one of our directors is the chairman and chief executive officer of Shorenstein Properties, LLC (an owner and operator of office and multi-family properties), each of which may compete with us or make investments in entities that compete with us for development opportunities or otherwise.
Lennar is our largest equity owner and will be engaging in transactions with us and may compete with us.
As of December 31, 2018, Lennar owned Class A common shares and Class B common shares representing approximately 40% of our outstanding voting interests. Three of our directors are also senior officers of Lennar. Lennar is one of the nation’s largest homebuilders and has in the past purchased properties from us. In the future, we expect that we will sell additional properties to Lennar. Transactions between Lennar and us must be approved by our conflicts committee. Transactions between the Great Park Venture and Lennar must be approved by a majority of the members of the Great Park Venture (excluding us). Nonetheless, Lennar’s relationship with us could give it an advantage in bidding for properties that we own.
Lennar may also compete with us. Lennar owns an interest in a joint venture that owns the Treasure Island community, located in San Francisco, which may compete with Candlestick Point and The San Francisco Shipyard. Lennar also has a right to acquire the first phase of the Concord community, located in the San Francisco Bay Area,

23


which may compete with Candlestick Point and The San Francisco Shipyard. We provide development management services to Lennar with respect to the Concord community. Lennar may in the future bid for, and acquire for itself, properties that we may seek to acquire. Our operating agreement contains provisions that will permit Lennar to engage in such activities and transactions.
Lennar and Castlelake and their respective affiliates control approximately 57% of the voting power of our outstanding common shares and, as a result, are able to exercise significant influence over all matters requiring shareholder approval.
Holders of our Class A common shares and our Class B common shares vote together as a single class on all matters (including the election of directors) submitted to a vote of shareholders, with a share of each class entitling the holder to one vote. As of December 31, 2018, Lennar and Castlelake and their respective affiliates beneficially owned, in the aggregate, Class A common shares and Class B common shares representing approximately 40% and 17%, respectively, of the voting power of our outstanding common shares. As a result, if these shareholders act together (which they have not agreed to do), they and their affiliates are able to exercise significant influence over all matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions, which may have the effect of delaying or preventing a third party from acquiring control of us. These transactions may include those that other shareholders deem to be in their best interests and in which those other shareholders might otherwise receive a premium for their shares over their current prices.
We may have assumed unknown liabilities in connection with the formation transactions, which, if significant, could adversely affect our financial condition and results of operations.
In the formation transactions, we acquired equity interests in entities which have existing liabilities, some of which may be unknown or unquantifiable. In a contribution and sale agreement that we entered into in connection with the formation transactions, we received representations and warranties regarding the entities in which we acquired interests, but these representations and warranties did not survive the closing. If we discover new or additional liabilities, we may have no recourse for such liabilities. Any such liabilities could adversely affect our financial condition and results of operations.
We did not receive appraisals or fairness opinions in connection with the formation transactions.
The value of the equity interests and other assets acquired by us in the formation transactions, and the value of the securities and other consideration provided in exchange for such equity interests and other assets, were determined based on negotiation among the parties. We did not obtain any third-party appraisals of these equity interests and other assets, and the valuation implied by the consideration received for some of the assets could exceed their fair market value.
We will be required to pay certain investors for certain expected tax benefits.
Holders of Class A units of the operating company may exchange their units for, at our option, either 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 cash in an amount equal to the market value of such shares at the time of exchange. This exchange right is currently exercisable by all holders of outstanding Class A units of the operating company. We expect that basis adjustments resulting from these transactions, if they occur, will reduce the amount of income tax we would otherwise be required to pay in the future.
Moreover, Section 704(c) of the Internal Revenue Code of 1986, as amended (the “Code”), and the U.S. Treasury regulations promulgated thereunder, require that items of income, gain, loss and deduction that are attributable to the operating company’s directly and indirectly held property, including property contributed to the operating company pursuant to the formation transactions, must be allocated among the partners of the operating company to take into account the difference between the fair market value and the adjusted tax basis of such assets

24


on the date the formation transactions are consummated. As a result, the operating company will be required to make certain special allocations of its items of income, gain, loss and deduction that are attributable to such assets. These allocations, like the increases in tax basis described above, are likely to reduce the amount of income tax we would otherwise be required to pay.
Simultaneously with the completion of the formation transactions, we entered into a TRA with the holders of Class A units of the operating company and the holders of Class A units of the San Francisco Venture. These investors include Mr. Haddad and entities affiliated with Lennar and Castlelake. The TRA provides for payments by us to such investors or their successors equal to 85% of the amount of cash savings, if any, in income tax we realize as a result of (1) increases in tax basis that are attributable to exchanges of Class A units of the operating company for our Class A common shares or cash or certain other taxable acquisitions of equity interests by the Company, (2) allocations that result from the application of the principles of Section 704(c) of the Code and (3) tax benefits related to imputed interest or guaranteed payments deemed to be paid or incurred by us as a result of the TRA. The TRA also makes certain assumptions intended to equalize the treatment of (A) holders who exchange their Class A units and provide us with tax benefits attributable to an increase in tax basis and (B) those who retain their Class A units and provide us with tax benefits attributable to special allocations of the operating company’s items of income and gain pursuant to Section 704(c) of the Code.
We expect that during the expected term of the TRA, the payments that we make to the parties to the TRA could be substantial. The actual amount and timing of any payments under the TRA will vary depending upon a number of factors, including the timing of exchanges of Class A units of the operating company, the price of our Class A common shares at the time of such exchanges, the extent to which such exchanges are taxable and our ability to use the potential tax benefits, which will depend on the amount and timing of our taxable income and the rate at which we pay income tax.
Due to the various factors that will affect the amount and timing of the tax benefits we will receive, it is not possible to determine the exact amount of payments that will be made under the TRA. If the TRA had been terminated on December 31, 2018, we estimate that the termination payment would have been approximately $106.8 million, assuming no material changes to the relevant tax law, that the aggregate value of our properties is equal to the value implied by such per share price and that LIBOR is 3.01%. However, this is merely an estimate, and the actual payments made under the TRA in the event that it is terminated or otherwise could be significantly greater.
In certain circumstances, payments under the tax receivable agreement could exceed the actual tax benefits we realize.
The TRA provides that, upon a merger, asset sale or other form of business combination or certain other changes of control or if, at any time, we materially breach any of our obligations under the TRA or elect an early termination, our (or our successor’s) obligations with respect to exchanged or acquired units (whether exchanged or acquired before or after such change of control, early termination or breach) will be based on certain assumptions, including that (1) we will have sufficient taxable income to fully utilize the increased tax deductions and other benefits anticipated by the TRA, (2) all of our properties will be disposed of ratably over a 15 year period for fair market value and (3) any Class A units of the operating company that have not been exchanged will be deemed exchanged for the market value of our Class A common shares at the time of such change of control, early termination or breach. Consequently, it is possible in these circumstances that the actual cash tax savings realized by us may be significantly less than the corresponding TRA payments.
We will not be able to recover payments made under the tax receivable agreement if the related tax benefits are subsequently disallowed.
The Internal Revenue Service (the “IRS”) may challenge all or part of the tax basis increases or the special allocations upon which we calculate payments under the TRA, and a court might sustain such a challenge. Although we are not aware of any issue that would cause the IRS to challenge potential tax basis increases or other tax benefits covered under the TRA, if such basis increases or other benefits are subsequently disallowed (in whole or in part), the parties to the TRA will not be required to return any payments made in respect of such disallowed basis or

25


other tax benefit. Consequently, it is possible in these circumstances that the actual tax savings realized by us may be significantly less than the corresponding TRA payments. However, because payments under the TRA in a year are based upon the amount by which 85% of the Company’s cumulative net tax savings exceed the payments previously made under the TRA, disallowance of basis increases or other tax benefits would reduce payments under the TRA in years after the disallowance.
The obligations associated with being a public company require significant resources and management attention.
As a public company with our Class A common shares listed on the New York Stock Exchange (the “NYSE”), we are subject to laws, regulations and requirements, including the requirements of the Exchange Act, certain corporate governance provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), related regulations of the SEC and requirements of the NYSE. The Exchange Act requires, among other things, that we file annual, quarterly and current reports and proxy statements with respect to our business and financial condition. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal controls and procedures for financial reporting.
Section 404 of the Sarbanes-Oxley Act requires our management and independent registered public accounting firm to attest annually on the effectiveness of our internal control over financial reporting. However, because we are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), we will take advantage of certain exemptions from various reporting requirements, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. Once we are no longer an emerging growth company or if, prior to such date, we opt to no longer take advantage of the applicable exemption, we will be required to include an opinion from our independent registered public accounting firm on the effectiveness of our internal control over financial reporting.
These reporting and other obligations place significant demands on our management, administrative, operational and accounting resources and may cause us to incur significant expenses. We may need to upgrade our systems or create new systems, implement additional financial and management controls, reporting systems and procedures, create or outsource an internal audit function and hire additional legal, accounting and finance staff. If we are unable to accomplish these objectives in a timely and effective fashion, our ability to comply with the financial reporting requirements and other rules that apply to reporting companies could be impaired. Any failure to operate successfully as a public company could have a material adverse effect on our financial condition and results of operations.
If we fail to implement and maintain an effective system of internal controls, we may not be able to accurately determine our financial results or prevent fraud. As a result, our investors could lose confidence in our financial results, which could materially and adversely affect us.
Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. The design and effectiveness of our disclosure controls and procedures and internal control over financial reporting may not prevent all errors, misstatements or misrepresentations. While management continues to review the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we cannot assure you that our disclosure controls and procedures or internal control over financial reporting will be effective in accomplishing all control objectives all of the time.
Additionally, the existence of any material weakness or significant deficiency would require management to devote significant time and incur significant expense to remediate, and management may not be able to remediate in a timely manner any such material weakness or significant deficiency. The existence of any material weakness in our internal control over financial reporting could also result in errors in our financial statements that could require us to restate our financial statements, cause us to fail to meet our reporting obligations and cause investors to lose confidence in our reported financial information, all of which could materially and adversely affect our financial condition and results of operations.

26


We are an “emerging growth company” and the reduced disclosure requirements applicable to emerging growth companies may make our Class A common shares less attractive to investors.
We are an “emerging growth company,” as defined in the JOBS Act. An emerging growth company may take advantage of specified exemptions from various requirements that are otherwise applicable generally to public companies in the United States. These provisions include:
an exemption to include fewer than five years of selected financial data;
an exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal control over financial reporting; and
reduced disclosure about the emerging growth company’s executive compensation arrangements.
As a result, the information that we provide shareholders in our filings with the SEC may be different than what is available with respect to many other public companies. If some investors find our Class A common shares less attractive as a result of our reliance on these exemptions, there may be a less active trading market for our Class A common shares and our share price may be adversely affected. When we are no longer deemed to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above.
Certain provisions in the operating company’s limited partnership agreement may delay or prevent acquisitions of us.
Provisions in the operating company’s limited partnership agreement may delay, or make more difficult, an acquisition or change of control of us. These provisions could discourage third parties from making proposals involving an acquisition or change of control of us, although some holders of our Class A common shares might consider such proposals, if made, desirable. These provisions include:
a requirement that the partners consent to a merger, consolidation or other combination involving the company or any sale, lease, exchange or other transfer of all or substantially all of our assets or all or any portion of our interest in the operating company unless certain criteria are satisfied; and
our ability, as sole managing general partner, to cause the operating company to issue units with terms that could delay, defer or prevent a merger or other change of control without the consent of the other partners.
Anti-takeover provisions in our operating agreement or provisions of Delaware law could prevent or delay a change in control, even if a change of control would benefit our shareholders.
Provisions of our operating agreement, as well as provisions of Delaware law, could discourage, delay or prevent a merger, acquisition or other change in control, even if a change in control would benefit our shareholders. These provisions include the following:
there is no cumulative voting in the election of directors;
our board of directors is classified so that approximately one-third of the directors are elected at each annual meeting of shareholders;
our board of directors is authorized to issue “blank check” preferred shares to increase the number of outstanding shares without shareholder approval;
shareholder action by written consent is not permitted; and
there are advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon by shareholders at shareholder meetings.

In addition, our operating agreement provides that Section 203 of the General Corporation Law of the State of Delaware (the “DGCL”) will be deemed to apply to us as if we were a Delaware corporation. Section 203 of the DGCL may affect the ability of an “interested shareholder” to engage in certain business combinations, including

27


mergers, consolidations or acquisitions of additional shares, for a period of three years following the time that the shareholder becomes an “interested shareholder.” An “interested shareholder” is defined to include persons owning directly or indirectly 15% or more of the outstanding voting shares of a company.
We do not control the Great Park Venture.
Through a wholly owned subsidiary of the operating company, we own a 37.5% percentage interest in the Great Park Venture and serve as its administrative member. However, the administrative member’s authority is limited. Major decisions generally require approval by at least 75% of the votes held by the voting members of the Great Park Venture. We have two votes out of a total of five votes held by all voting members. Thus, any decision will require the additional approval of at least two of the other voting members. These approval rights could prevent actions at the Great Park Venture that would otherwise be in our best interests.
We do not control the Gateway Commercial Venture.
Through a wholly owned subsidiary of the operating company, we own a 75% interest in the Gateway Commercial Venture, the joint venture that acquired the Five Point Gateway Campus, and serve as its manager. However, the manager’s authority is limited. Major decisions by the Gateway Commercial Venture generally require unanimous approval by an executive committee composed of two people designated by us and two people designated by another investor. Some decisions require approval by all of the members of the Gateway Commercial Venture. These approval rights could prevent actions at the Gateway Commercial Venture that would otherwise be in our best interests.
We may need additional capital to execute our development plan, and we may be unable to raise additional capital on favorable terms.
We currently expect to have sufficient capital to fund the horizontal development of our communities in accordance with our development plan for several years. However, we may need additional capital to execute our development plan with respect to vertical development. There can be no assurance that we will be able to obtain new debt or equity financing on favorable terms, or at all, including as a result of volatility in the credit and capital markets, increases in interest rates or a decline in the value of our properties or portions thereof.
In addition, we currently expect to obtain a portion of our capital from forms of public financing, including Community Facilities District (“CFD”) bond issuances, tax increment financing, and state and federal grants, which depend, in part, on factors outside of our control. CFDs are established when local government agencies impose a special property tax on real estate located within a specific district for the purpose of financing public improvements, including streets, water, sewage, drainage, electricity, schools, parks and fire and police protection. Our ability to obtain funds from CFDs is dependent on the value of developed property in the specific district, the collection of general property taxes from property owners in the specific district, collection of special taxes from property owners in the specific district and market interest rates at the time the CFD bonds are issued. For tax increment financing, the amount of property tax that a specific district generates is set at a base amount and as property values increase, property tax growth above that base amount, net of property taxes retained by the municipal agencies, can be used to fund redevelopment projects within the district. Our ability to obtain funds from tax increment financing is dependent on the value of developed property in the specific district, the collection of general property taxes from property owners in the specific district, the time it takes the tax assessor to update the tax rolls and market interest rates at the time the tax increment bonds are issued.
If we need to obtain additional financing, and such financing is not available in a timely manner or on terms substantially similar to our existing financing, it could increase our cost of capital and we may experience delays or increases in costs, and our financial condition and results of operations could be adversely affected.

28


Our substantial indebtedness may have a material adverse effect on our business, our financial condition and results of operations and our ability to secure additional financing in the future.
As of December 31, 2018, we had approximately $565.0 million of total indebtedness, including $500.0 million aggregate principal amount of 7.875% senior notes due 2025 (the “senior notes”). We also had $124.0 million available to be borrowed under our revolving credit facility as of December 31, 2018. Our indebtedness could subject us to many risks that, if realized, would adversely affect us, including the following:
our cash flow from operations may be insufficient to make required payments of principal of and interest on the debt, and a failure to pay would likely result in acceleration of such debt and could result in cross accelerations or cross defaults on other debt;
our debt may increase our vulnerability to adverse economic and industry conditions;
to the extent that we use a portion of our cash flow from operations to make payments on our debt, it reduces our funds available for operations, development, capital expenditures and future investment opportunities or other purposes;
debt covenants may limit our ability to borrow additional amounts for working capital, capital expenditures, debt service requirements, executing our development plan or other purposes;
restrictive debt covenants may limit our flexibility in operating our business, including limitations on our ability to make certain investments; incur additional indebtedness; create certain liens; incur obligations that restrict the ability of our subsidiaries to make payments to us; consolidate, merge or transfer all or substantially all of our assets; or enter into transactions with affiliates;
to the extent that our indebtedness bears interest at a variable rate (such as our revolving credit facility), we are exposed to the risk of increased interest rates;
debt covenants may limit our subsidiaries’ ability to make distributions to us; and
if any debt is refinanced, the terms of any refinancing may not be as favorable as the terms of the debt being refinanced.
In August 2017, the Gateway Commercial Venture, in which we own a 75% interest, entered into a debt facility with a total capacity of approximately $339.0 million to fund the purchase price for the Five Point Gateway Campus and the cost of future tenant improvements and certain capital expenditures at the Five Point Gateway Campus. The risks described above with respect to leverage are applicable to the Gateway Commercial Venture’s borrowings. In addition, we have provided guaranties of the Gateway Commercial Venture’s indebtedness that obligate us to (i) pay losses of the lender arising out of or in connection with fraud, intentional misrepresentation, gross negligence, willful misconduct, illegal acts and other customary “bad act” recourse exceptions by the Gateway Commercial Venture or its affiliates, and (ii) repay the indebtedness of the Gateway Commercial Venture upon the occurrence of certain bankruptcy or insolvency events, or other customary “bad act” recourse exceptions, involving the Gateway Commercial Venture or its affiliates.
A breach of any of our debt covenants could result in an event of default under that indebtedness. Such a default may allow the creditors to accelerate the related indebtedness and may result in the acceleration of other indebtedness to which a cross-acceleration or cross-default provision applies. In addition, an event of default under the credit agreement governing our revolving credit facility would permit the lenders to terminate commitments to extend further credit under that facility.
If we do not have sufficient funds to repay our debt at maturity or upon an earlier acceleration, it may be necessary to refinance the debt through additional debt or equity financings. If, at the time of any refinancing, prevailing interest rates or other factors result in a higher interest rate on such refinancing, increases in interest expense could adversely affect our cash flows and results of operations. If we are unable to refinance our debt on acceptable terms, we may be forced to dispose of our assets on disadvantageous terms, postpone investments in the development of our properties or default on our debt. In addition, to the extent we cannot meet any future debt service obligations, we will risk losing some or all of our assets that are pledged to secure such obligations.

29


We may increase leverage in executing our development plan, which could further exacerbate the risks associated with our substantial indebtedness.
We may decide to increase leverage to execute our development plan. Our board of directors will consider a number of factors when evaluating our level of indebtedness and when making decisions regarding the incurrence of new indebtedness, including the estimated market value of our assets and the ability of particular assets, and our company as a whole, to generate cash flow to cover the expected debt service. Although the indenture relating to our senior notes limits our ability to incur additional indebtedness, our operating agreement does not limit the amount of debt we may incur, and our board of directors may change our target debt levels at any time without the approval of our shareholders. We may incur additional indebtedness from time to time in the future to finance working capital, capital expenditures, investments or acquisitions, or for other purposes. If we do so, the risks related to our indebtedness could intensify.
Future debt financings, which would rank senior to our Class A common shares upon our bankruptcy or liquidation, and future offerings of equity securities that may be senior to our Class A common shares for the purposes of liquidating or other distributions, may adversely affect the market price of our Class A common shares.
In the future, we may attempt to increase our capital resources by obtaining additional debt financing (including by offering debt securities) or making additional offerings of equity securities. Upon bankruptcy or liquidation, holders of our debt and our preferred shares and lenders with respect to other borrowings will receive distributions of our available assets prior to the holders of our Class A common shares. Additional equity offerings may dilute the holdings of our existing shareholders or reduce the market price of our Class A common shares, or both. Any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our Class A common shares and may result in dilution to the holders of our Class A common shares. Holders of our Class A common shares are not entitled to preemptive rights or other protections against dilution. Our preferred shares, if issued, could have a preference on liquidating or other distributions that could limit our ability to make distributions to the holders of our Class A common shares. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control. As a result, we cannot predict or estimate the amount, timing or nature of our future offerings, and holders of our Class A common shares bear the risk of our future offerings reducing the market price of our Class A common shares and diluting their ownership interest in our company.
We do not expect to be able to generate sufficient cash flow from operations to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
Our ability to make scheduled payments on or refinance our debt obligations, including the senior notes, depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness. Until such time as we can service our indebtedness with cash flow from operations, we intend to service our indebtedness, including interest on the senior notes and the revolving credit facility, from cash on hand.
If our cash flows, cash on hand and other capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional indebtedness or equity capital, or restructure or refinance our indebtedness. We may not be able to effect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations. The credit agreement governing the revolving credit facility and the indenture relating to the senior notes restrict our ability to dispose of assets and use the proceeds from those dispositions and may also restrict our ability to raise indebtedness or equity capital to be used to repay other indebtedness when it becomes due. We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due.

30


Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our financial position and results of operations.
If we cannot make scheduled payments on our indebtedness, we will be in default and holders of the senior notes could declare all outstanding principal and interest to be due and payable, the lenders under the revolving credit facility could terminate their commitments to loan money, other indebtedness could be accelerated and we could be forced into bankruptcy or liquidation.
Uncertainty about the future of the London Interbank Offer Rate ("LIBOR") may adversely affect our business and financial results.
Borrowings under our revolving credit facility bear interest at LIBOR plus an applicable margin. In July 2017, the UK’s Financial Conduct Authority, which regulates LIBOR, announced its intent to phase out LIBOR by the end of 2021. It is not possible to predict the effect of this announcement, including whether LIBOR will continue in place, and if so what changes will be made to it, what alternative reference rates may replace LIBOR in use going forward, and how LIBOR will be determined for purposes of loans, securities and derivative instruments currently referencing it if it ceases to exist. If the method for calculation of LIBOR changes, if LIBOR is no longer available or if lenders have increased costs due to changes in LIBOR, we may suffer from potential increases in interest rates on our revolving credit facility. Further, we may need to renegotiate our revolving credit facility to replace LIBOR with the new standard that is established. These uncertainties or their resolution also could negatively impact our borrowing costs and other aspects of our business and financial results.
Risks Related to Ownership of Our Class A Common Shares
An active trading market for our Class A common shares may not be sustained and the price of our Class A common shares may be volatile.
Although our Class A common shares are listed on the NYSE, an active trading market for our Class A common shares may not be sustained. Accordingly, no assurance can be given as to the following:
the likelihood that an active trading market for our Class A common shares will be sustained;
the liquidity of any such market;
the ability of our shareholders to sell their Class A common shares; or
the price that our shareholders may obtain for their Class A common shares.
The trading price of our Class A common shares may fluctuate widely as a result of a number of factors, many of which are outside of our control. Historically, the stock market has experienced extreme price and volume fluctuations that have affected the market prices of many companies. These broad market fluctuations could negatively affect the market price of our Class A common shares. A significant decline in our share price could result in substantial losses for individual shareholders and could lead to costly and disruptive securities litigation.
Some of the factors that could negatively affect or result in fluctuations in the market price of our Class A common shares include:
actual or anticipated variations in our quarterly results of operations;
changes in market valuations of similar companies;
announcements by us or our competitors of significant acquisitions or dispositions;
the market’s reaction to our reduced disclosure as a result of being an emerging growth company under the JOBS Act;
the operation and share price performance of other comparable companies;
our ability to implement our development plan;

31


changes in laws or regulations, or new interpretations or applications of laws and regulations, that are applicable to us;
additions or departures of key personnel;
actions by shareholders;
speculation in the press or investment community regarding us or factors or events that may directly or indirectly affect us;
general or specific market, economic and political conditions, including supply and demand factors in our markets, an economic slowdown or dislocation in the global credit markets;
general economic trends and other external factors, including those resulting from war, incidents of terrorism or responses to such events;
our operating performance, including changes in the status of our communities;
changes in accounting principles;
publication of research reports about us or the real estate industry;
future equity issuances;
our ability to raise capital on favorable terms;
a loss of any major funding source; and
the realization of any of the other risk factors presented in this report.
Securities markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. In the past, securities class action litigation has often been instituted against companies following periods of volatility in the price of their common shares. This type of litigation could result in substantial costs and divert our management’s attention and resources, which could have an adverse effect on our financial condition, results of operations, cash flow and per share trading price of our common shares. Any broad market fluctuations may adversely affect the trading price of our Class A common shares.
We may issue additional Class A common shares in the future in lieu of incurring indebtedness, which may dilute existing shareholders, or we may issue securities that have rights and privileges that are more favorable than the rights and privileges accorded to holders of our Class A common shares.
We may issue additional securities, including Class A common shares, options, rights and warrants, for any purpose and for such consideration and on such terms and conditions as our board of directors may determine. Our board of directors will be able to determine the class, designations, preferences, rights, powers and duties of any additional securities, including any rights to share in our profits, losses and distributions, any rights to receive assets upon dissolution or liquidation and any redemption, conversion and exchange rights. Our board of directors may use such authority to issue additional securities exchangeable for our Class A common shares, such as the Class A units of the operating company, which would dilute existing holders of our Class A common shares, or to issue securities with rights and privileges that are more favorable than those of our Class A common shares. You will not have any right to consent to or otherwise approve the issuance of any such securities or the terms on which any such securities may be issued.
Substantial amounts of our Class A common shares could be sold in the near future, which could depress our share price and result in dilution of your shares.
The sale or issuance of a substantial number of Class A common shares or other equity-related securities in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common shares and impair our ability to raise capital through the sale of additional equity securities.
As of December 31, 2018, we had outstanding 66,810,980 Class A common shares. In addition, 78,862,387 Class A common shares are reserved for issuance upon exchange of Class A units of the operating company

32


(including 37,433,775 Class A units of the operating company issuable upon exchange of Class A units of the San Francisco Venture) and conversion of our Class B common shares, and 4,077,493 Class A common shares are available for future issuance under the Incentive Award Plan (including 1,089,004 Class A common shares that may be issued in settlement of outstanding vested RSUs).
From time to time, we may issue up to 78,862,387 Class A common shares upon conversion of Class B common shares or in exchange for outstanding Class A units of the operating company (including Class A units of the operating company issued in exchange for Class A units of the San Francisco Venture). Holders of Class A units of the operating company may exchange their units for, at our option, either Class A common shares on a one-for-one basis (subject to adjustment for share splits and similar events) or cash in an amount equal to the market value of such shares at the time of exchange. This exchange right is currently exercisable by all holders of outstanding Class A units of the operating company. Holders of Class A units of the San Francisco Venture may exchange their units for Class A units of the operating company on a one-for-one basis (with no holding period), subject to certain exceptions.
We have an effective shelf registration statement on Form S-3 under which we registered with the SEC the resale of Class A common shares held by certain of our existing shareholders and the Class A common shares that we may issue in exchange for Class A units of the operating company or Class A units of the San Francisco Venture. We are required to use our reasonable efforts to keep the Form S-3 registration statement (or a successor registration statement) effective until there are no longer any registrable securities other than Class A common shares that can be sold under Rule 144 without any limitation as to volume or manner of sale.
We cannot predict whether future issuances or sales of our Class A common shares or the availability of shares for resale in the open market will decrease the per share trading price of our Class A common shares. The per share trading price of our Class A common shares may decline significantly when the restrictions on resale by certain of our shareholders lapse or upon the registration of additional Class A common shares pursuant to registration rights granted to certain shareholders.
We do not intend to pay distributions on our Class A common shares for the foreseeable future.
We have no current plans to pay distributions on our Class A common shares in the foreseeable future. We intend to retain our earnings, if any, to use in our ongoing operations. Any decision to declare and pay distributions in the future will be made at the sole discretion of our board of directors and will depend on, among other things, our financial condition, results of operations, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, because we are a holding company and our only investment is our interest in the operating company, we will only be able to pay distributions from funds we receive from the operating company. Our board of directors has the authority to issue one or more series of preferred shares without action of our shareholders. The issuance of preferred shares could have the effect of limiting distributions on our Class A common shares. Accordingly, you may need to sell your Class A common shares to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them.
If security or industry analysts do not publish, or cease publishing, research reports about us, our business or our market, or if such analysts make adverse recommendations regarding our Class A common shares, our share price and trading volume could decline.
The trading market for our Class A common shares is influenced by whether industry or securities analysts publish research and reports about us, our business, our market or our competitors and, if any analysts do publish such reports, what they publish in those reports. We may not obtain analyst coverage in the future. Any analysts who do cover us may make adverse recommendations regarding our shares, adversely change their recommendations from time to time, or provide more favorable relative recommendations about our competitors. If any analyst who may cover us in the future were to cease coverage of our company or fail to regularly publish reports on us, or if analysts fail to cover us or publish reports about us at all, we could lose, or never gain, visibility in the financial markets, which in turn could cause our share price or trading volume to decline.

33


Cyber-attacks or acts of cyber-terrorism could disrupt our business operations and information technology systems or result in the loss or exposure of confidential or sensitive employee or Company information.
Our business operations and information technology systems, and the information technology systems we use that are provided or managed by third-party service providers, may be attacked by individuals or organizations intending to disrupt our business operations and information technology systems and those of our third-party service providers, whether through cyber attacks or cyber-intrusions over the Internet, malware, computer viruses, attachments to e-mails, persons inside our organization, or persons with access to systems inside our organization. The risk of a security breach or disruption, particularly through cyber attacks or cyber-intrusion, including by computer hackers, foreign governments, and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. We rely on information technology systems to conduct important operational activities and to maintain our business and employee records and financial data. Disruption of those systems could adversely impact our ability to conduct development activities and to otherwise operate our business. Accordingly, if such an attack or act of terrorism were to occur, our operations and financial results could be adversely affected. In addition, we use our information technology systems to protect confidential or sensitive employee and Company information developed and maintained in the normal course of our business. Any attack on such systems that would result in the unauthorized release or loss of employee or other confidential or sensitive data could have a material adverse effect on our business reputation, increase our costs and expose us to additional material legal claims and liability. As a result, if such an attack or act of terrorism were to occur, our operations and financial results and our share price could be adversely affected.

ITEM 1B.    Unresolved Staff Comments

None.


34


Executive Officers of Five Point Holdings, LLC

The following individuals are our executive officers as of February 28, 2019:
 
Name
  
 
Age
 
  
Position
Emile Haddad
  
 
60

 
  
Chairman, President and Chief Executive Officer
Erik R. Higgins
  
 
51

 
  
Chief Financial Officer and Vice President
Michael Alvarado
  
 
53

 
  
Chief Legal Officer, Vice President and Secretary
Lynn Jochim
  
 
55

 
  
Co-Chief Operating Officer
Kofi Bonner
  
 
63

 
  
Co-Chief Operating Officer
Greg McWilliams
  
 
67

 
  
Chief Policy Officer

Emile Haddad.    Mr. Haddad has been our President and Chief Executive Officer and Chairman of our board of directors since May 2016. Mr. Haddad has been a member of our board since 2009. From 2009 until May 2016, Mr. Haddad was President and Chief Executive Officer of the management company, which he co-founded.
 
Erik R. Higgins.   Mr. Higgins is our Chief Financial Officer and Vice President and has been since May 2016. From September 2015 to May 2016, Mr. Higgins was Chief Financial Officer of the management company. For more than ten years prior to joining the management company, Mr. Higgins was Senior Vice President-National Finance of Lennar, where he was responsible for Lennar’s project-level financing and joint venture asset management.
 
Michael Alvarado.    Mr. Alvarado has been our Chief Legal Officer, Vice President and Secretary since May 2016. From 2011 until May 2016, Mr. Alvarado served as General Counsel for the management company.
 
Lynn Jochim.   Ms. Jochim was named our Co-Chief Operating Officer in March 2018. From May 2016 until her appointment as Co-Chief Operating Officer, Ms. Jochim served as our Executive Vice President. From 2009 until May 2016, Ms. Jochim worked for the management company, being principally responsible for Great Park Neighborhoods.
 
Greg McWilliams.    Mr. McWilliams was named our Chief Policy Officer in March 2018. From May 2016 until his appointment as Chief Policy Officer, Mr. McWilliams served as our Regional President-Southern California. From 2004 until May 2016, Mr. McWilliams was President of Newhall Land & Farming.
 
Kofi Bonner.    Mr. Bonner was named our Co-Chief Operating Officer in March 2018. From May 2016 until his appointment as Co-Chief Operating Officer, Mr. Bonner served as our Regional President - Northern California, leading development of our communities, Candlestick Point and The San Francisco Shipyard.

ITEM 2.     Properties

We lease and maintain our principal executive office located in Irvine, California. We also lease and maintain offices in Valencia, California and San Francisco, California near our master-planned communities in those respective areas. We believe our present facilities are sufficient to support our operations.
We are developing new, vibrant and sustainable communities that, in addition to homesites, include commercial, retail, educational and recreational elements, as well as civic areas, parks and open spaces. We are the initial developer of our three communities that are designed to include approximately 40,000 residential homes and

35


approximately 23 million square feet of commercial space over a period of more than 10 years. The properties we are developing at our mixed-use, master-planned communities are held as inventory in the ordinary course of the planning and development process. We discuss these properties in Item 1 of this report.
    

36


ITEM 3.     Legal Proceedings

Landmark Village and Mission Village
The Los Angeles County Board of Supervisors (“BOS”) approved the Newhall Ranch Landmark Village and Mission Village environmental impact reports (“EIRs”) and permits in late 2011 and 2012. In 2012, petitioners filed two petitions (one for each village development) in Los Angeles County Superior Court (“Superior Court”) challenging such approvals under certain state environmental and planning and zoning laws. In 2014, the Superior Court issued decisions in favor of Los Angeles County (the “County”) and us, and in 2015, the Court of Appeal affirmed the Superior Court’s decisions in full. The Petitioners then filed a petition for review, and in 2015, the California Supreme Court (“Supreme Court”) granted petitioners’ request to review the County’s greenhouse gas (“GHG”) emission analysis, but ordered that further proceedings in the two actions be deferred pending disposition of the related GHG issue in a related case involving a challenge to an EIR certified by the California Department of Fish and Wildlife (“CDFW”).
After the Supreme Court decision invalidating the GHG findings in the related CDFW action, in 2016, the Court of Appeal issued new decisions reversing the trial court judgments to the sole extent that the County’s EIRs did not support its GHG significance impact finding. The matters were remitted to the trial court and that court issued the judgment and writ requested by the County. In May 2017, petitioners filed a notice of appeal challenging the scope of the trial court’s judgment and writ.
In September 2017, petitioners Center for Biological Diversity, California Native Plant Society, and Wishtoyo Foundation/Ventura Coastkeeper (collectively, “Settling Petitioners”) settled all of their respective claims in the Landmark Village and Mission Village cases and in the related CDFW action, leaving only two petitioners, Santa Clarita Organization for Planning and the Environment and Friends of the Santa Clara River (collectively, “Non-Settling Petitioners”). Also in September 2017, the County advised the trial court it had taken the actions required to fully comply with the writs, and requested that the Superior Court discharge the writs. As explained in further detail below, the two Non-Settling Petitioners filed a new action challenging the County’s certification of the additional environmental analyses and approval of the Landmark Village and Mission Village projects and related permits.
In October 2017, the two Non-Settling Petitioners objected to Los Angeles County’s return to the writs, raising the same issues as to the scope of the trial court’s writ as they raised in the related CDFW action. As requested by the County and us, the trial court deferred its ruling on the Non-Settling Petitioners’ objections until the Court of Appeal’s opinion in the related CDFW action had been finalized and that court issued an opinion resolving the Landmark Village and Mission Village appeals as to the scope of the writs. In March 2018, the Supreme Court denied the Non-Settling Petitioners’ petition to review the Court of Appeal's decision in the CDFW action. Thereafter, in May 2018, the Court of Appeal issued its combined decision in favor of Los Angeles County and us on the Landmark Village and Mission Village appeals as to the scope of the writs. Based on the County’s compliance with the writ directives, the trial court issued signed orders discharging the writs in August 2018. The time for an appeal of the judgment expired in October 2018 without an appeal being filed.
Landmark Village/Mission Village
During the pendency of the above-referenced litigation involving the approval of the original EIRs and related permits for the Landmark Village and Mission Village projects, in July 2017, the BOS certified the final additional environmental analyses required as a result of the Supreme Court’s decision regarding the original GHG analysis and reapproved the Landmark Village and Mission Village projects and related permits. In August 2017, the two Non-Settling Petitioners filed a new petition for writ of mandate in the Superior Court. The petition challenges the County’s July 2017 approvals of the Mission Village and Landmark Village environmental analyses and the two projects based on claims arising under CEQA and the California Water Code. The Court held a hearing on the merits of the petition in September 2018. In December 2018, the Superior Court issued its written decision denying the Non-Settling Petitioners’ petition for writ of mandate. Thereafter, in January 2019, the Superior Court entered judgment on the petition for writ of mandate in favor of the County and the Company.

37


Hunters Point Litigation

In May 2018, residents of the Bayview Hunters Point neighborhood filed a putative class action in San Francisco Superior Court naming Tetra Tech, 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 us as defendants. The plaintiffs allege that, among other things, Tetra Tech fraudulently misrepresented its test results and remediation efforts. The plaintiffs are seeking damages against Tetra Tech and have requested an injunction to prevent Lennar and us from undertaking any development activities at The San Francisco Shipyard.
In June 2018, two construction workers who allegedly engaged in development activities at The San Francisco Shipyard filed a lawsuit in San Francisco Superior Court naming Tetra Tech, Lennar and us, among others, as defendants. The plaintiffs allege personal injuries resulting from exposure to contamination at The San Francisco Shipyard and are seeking damages relating to such alleged injuries. In March 2019, the plaintiffs dismissed us from the lawsuit.
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, us and the our CEO, among others, as defendants. 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. We believe that we have meritorious defenses to the allegations in all of these cases and may have insurance and indemnification rights against third parties, including related parties, with respect to these claims. Given the preliminary nature of these claims, we cannot predict the outcome of these matters.

ITEM 4.     Mine Safety Disclosures

Not applicable.

38


PART II

ITEM 5.     Market for Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities

Our Class A common shares are traded on the New York Stock Exchange (the “NYSE”) under the symbol “FPH.” Our shares have been publicly traded since May 10, 2017. Our Class B common shares are neither listed nor traded on any stock exchange.
No distributions on our Class A or Class B common shares have been declared or paid since the formation transactions. Any future determination related to our distribution policy will be made at the sole discretion of our board of directors and will depend on, among other things, our financial condition, results of operations, cash requirements, contractual restrictions and other factors the board of directors may deem relevant. Because we are a holding company and our only investment is our interest in the operating company, we will only be able to pay distributions from funds we receive from the operating company. In addition, the operating company’s ability to pay distributions to us will depend on the ability of its consolidated and nonconsolidated subsidiaries to pay dividends or distributions to the operating company. The priority distribution rights of the holders of legacy interests in the Great Park Venture and the Class B partnership interests in FP LP will limit the cash available for distribution to the operating company until such rights are satisfied in full.
Holders of our Class B common shares are entitled to receive distributions of the same type and at the same time as any distribution payable on our outstanding Class A common shares in an amount per Class B common share equal to the amount of distributions paid on 0.0003 Class A common shares.
As of February 28, 2019, there were 90 and 11 holders of record of our Class A and Class B common shares, respectively.
Our board of directors may, from time to time, in its sole discretion, authorize our company to repurchase our outstanding shares. There were no repurchases of our shares during the year ended December 31, 2018.


39


Performance Graph
The following graph compares the cumulative total return of our Class A common shares with the S&P 500 and the S&P Homebuilders Select Industry Index from May 10, 2017 (the date our Class A common shares commenced trading on the NYSE) through December 31, 2018. The graph assumes $100 was invested at the market close on May 10, 2017 in our Class A common shares, the S&P 500 and the S&P Homebuilders Select Industry Index, and the reinvestment of all dividends.performancegraphcolora01.jpg
Recent Sale of Unregistered Securities
We conduct all of our business in or through our subsidiary, the operating company. Under the Limited Partnership Agreement of the operating company, holders (the “Class A Unit Holders”) of Class A units of the operating company (“Class A Units”) may exchange their Class A Units for, at our option, either (1) 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 (2) cash in an amount equal to the market value of such shares at the time of exchange.
On December 21, 2018, we issued 306,751 Class A Common Shares to certain Class A Unit Holders in exchange for an equal number of Class A Units after receiving notices of redemption from such Class A Unit Holders. These issuances were exempt from registration in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended, on the basis that no public offering was made. In connection with such exchanges, an aggregate of 306,751 Class B common shares held by such Class A Unit Holders automatically converted into 92 Class A Common Shares, pursuant to our Second Amended and Restated Limited Liability Company Agreement. These issuances were exempt from registration in reliance upon Section 3(a)(9) of the Securities Act of 1933, as amended, on the basis that securities were exchanged by the issuer with existing security holders and no commission or other remuneration was paid or given for soliciting such exchange.

On February 13, 2019, in connection with the termination of the Retail Project, we sold 357,928 Class B common shares to an affiliate of Lennar and 78,570 Class B common shares to an affiliate of Castlelake at a price of $0.0063 per share. Our Class B common shares automatically convert into Class A common shares, at a ratio of 0.0003

40


Class A common shares for each Class B common share, upon the exchange (by the holder of the Class B common shares) of Class A Units of the operating company for our Class A common shares. The Class B common shares were issued in reliance on the exemption afforded by Rule 506 of Regulation D and Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction not involving a public offering.
ITEM 6.     Selected Financial Data

The following sets forth our selected consolidated financial data as of and for each of the years ended December 31, 2015 through 2018. We adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), effective January 1, 2018 on a modified retrospective basis. Financial results for the year ended December 31, 2018 are presented in accordance with this new revenue recognition standard. Historical financial results for reporting periods prior to 2018 are presented in conformity with amounts previously disclosed under the prior revenue recognition standard, Accounting Standards Codification 605, Revenue Recognition. The information presented is based upon and should be read in conjunction with our consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are included elsewhere in this annual report on Form 10-K.
As a result of the formation transactions, our results of operations will not be comparable between periods which did not include the results of operations of the San Francisco Venture, the management company or our investment in the Great Park Venture prior to May 2, 2016 and those after May 2, 2016 that do include such results.


41


 
Year Ended December 31,
(In thousands, except per share/unit amounts)
2018
 
2017
 
2016
 
2015
RESULTS OF OPERATIONS:
 
 
 
 
 
 
 
REVENUES:
 
 
 
 
 
 
 
Land sales
$
133

 
$
17,257

 
$
9,561

 
$
17,229

Land sales—related party
900

 
87,556

 
2,512

 
6,065

Management services—related party
40,976

 
22,517

 
16,856

 

Operating properties
6,981

 
12,101

 
10,439

 
12,288

Total revenues
48,990

 
139,431

 
39,368

 
35,582

COSTS AND EXPENSES:
 
 
 
 
 
 
 
Land sales
(165
)
 
84,659

 
356

 
(2,862
)
Management services
23,962

 
10,791

 
9,122

 

Operating properties
5,077

 
11,450

 
10,656

 
10,161

Selling, general, and administrative
98,983

 
122,367

 
120,724

 
27,686

Management fees—related party

 

 
1,716

 
5,109

Total costs and expenses
127,857

 
229,267

 
142,574

 
40,094

OTHER INCOME:
 
 
 
 
 
 
 
Adjustment to payable pursuant to tax receivable agreement
1,928

 
105,586

 

 

Interest income
11,767

 
2,577

 

 

Miscellaneous
8,573

 
93

 
57

 
144

Total other income
22,268

 
108,256

 
57

 
144

EQUITY IN (LOSS) EARNINGS FROM UNCONSOLIDATED ENTITIES
(2,163
)
 
5,776

 
(1,356
)
 

(LOSS) INCOME BEFORE INCOME TAX (PROVISION) BENEFIT
(58,762
)
 
24,196

 
(104,505
)
 
(4,368
)
INCOME TAX (PROVISION) BENEFIT
(9,183
)
 

 
7,888

 
546

NET (LOSS) INCOME
(67,945
)
 
24,196

 
(96,617
)
 
(3,822
)
LESS NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
(33,231
)
 
(49,039
)
 
(63,351
)
 
(1,137
)
NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY
$
(34,714
)
 
$
73,235

 
$
(33,266
)
 
$
(2,685
)
NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE/UNIT
 
 
 
 
 
 
 
Basic
$
(0.53
)
 
$
1.33

 
$
(0.89
)
 
$
(0.07
)
Diluted
$
(0.53
)
 
$
0.18

 
$
(0.89
)
 
$
(0.07
)


42


 
December 31,
(In thousands)
2018
 
2017
 
2016
 
2015
FINANCIAL POSITION:
 
 
 
 
 
 
 
Inventories
$
1,696,084

 
$
1,425,892

 
$
1,360,451

 
$
259,872

Cash and cash equivalents
495,694

 
848,478

 
62,304

 
108,657

Marketable securities held to maturity

 

 
20,577

 
25,000

Total assets
2,923,892

 
2,978,355

 
2,114,582

 
441,851

Debt
557,004

 
560,618

 
69,387

 
8,577

Total liabilities
1,075,375

 
1,072,746

 
606,469

 
93,418

Total noncontrolling interests
1,261,491

 
1,320,208

 
1,265,197

 
87,511

Total capital
1,848,517

 
1,905,609

 
1,508,113

 
348,433


43


ITEM 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated audited financial statements and related notes included elsewhere in this report. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including but not limited to those described in the “Item 1A. Risk Factors” section of this report. Actual results could differ materially from those set forth in any forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements.”
Overview
We conduct all of our business in or through our operating company, Five Point Operating Company, LP (the “operating company”). We are, through a wholly owned subsidiary, the sole managing general partner and owned, as of December 31, 2018, approximately 61.7% of the operating company. The operating company directly or indirectly owns equity interests in: (1) Five Point Land, LLC (“FPL”), which owns The Newhall Land & Farming Company, a California limited partnership, the entity that is developing Newhall Ranch; (2) The Shipyard Communities, LLC (the “San Francisco Venture”), which is developing Candlestick Point and The San Francisco Shipyard; (3) Heritage Fields LLC (the “Great Park Venture”), which is developing Great Park Neighborhoods; (4) Five Point Communities, LP and Five Point Communities Management, Inc. (together, the “management company”), which have historically managed the development of Great Park Neighborhoods and Newhall Ranch; and (5) Five Point Office Venture Holdings I, LLC (the “Gateway Commercial Venture”), which owns 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. The management company performs development management services for the Great Park Venture and property management services for the Gateway Commercial Venture.
Formation Transactions
On May 2, 2016, we completed the formation transactions, in which we acquired controlling interests in the San Francisco Venture and the management company and a 37.5% percentage interest in the Great Park Venture.
We have identified Five Point Holdings, LLC as our predecessor for accounting purposes. Prior to the formation transactions, Five Point Holdings, LLC had a controlling interest in the operating company, which owns FPL. Our acquired businesses were not under common control prior to the formation transactions, despite having commonality of several owners. In determining Five Point Holdings, LLC as our predecessor, we considered many factors, including, but not limited to, Five Point Holdings, LLC being considered the accounting acquirer in the formation transactions, the extent of historical operations at the companies, the relative size of each business acquired and our organizational and governance structure subsequent to the formation transactions.
Our Business
We stage the development process to optimize the pace of land sales and land values within our communities. As a result, we are often in multiple phases of the development lifecycle within each of our communities. The development lifecycle of our mixed-use, master-planned communities can be broken down into

44


several phases. First, we obtain title, or the contractual right to acquire title, to the undeveloped land. Second, we obtain the necessary primary entitlements from governmental agencies for the community, which typically include zoning and general plan approvals and certification of an environmental impact report under the California Environmental Quality Act (“CEQA”), as well as any state or federal permits required for development. Third, we continue to refine the master plan for the community beyond the primary entitlements by planning and subdividing the land into separate legal lots for residential and commercial development and obtaining any other requisite discretionary approvals needed to commence construction. Fourth, we make significant investments in the community’s infrastructure and common improvements, including grading and installing roads, sidewalks, gutters, utility improvements (such as storm drains, water, gas, sewer, power and communications), landscaping and shared amenities (such as community buildings, neighborhood parks, trails and open spaces), and prepare each lot for sale or development by us. Fifth, residential and commercial lots within the community are typically sold to homebuilders, commercial developers or commercial buyers, although in some cases we may retain lots and build homes or commercial buildings ourselves. Sixth, homebuilders construct the homes and commercial developers, commercial buyers or we construct the commercial buildings. Finally, homebuilders or commercial builders sell the homes or commercial buildings to homebuyers or commercial buyers, although in some cases we may retain certain income-producing properties. Given the large scale of our communities, some of these phases may occur concurrently across different parts of a single community. Further, depending on the specific plans for each community and market conditions, these phases may occur in a different sequence than as described above.
Within the development lifecycle, our cash expenditures are concentrated in the title acquisition, entitlement and infrastructure development phases, and our revenue generation occurs in the land sale phase. If we also build all or a portion of the homes or commercial buildings within a community, we incur additional development costs and receive revenue when homes or commercial properties are sold. In addition, with respect to properties that we may retain in the future, we expect to receive revenue in connection with lease or other related payments from tenants.
Our principal source of revenue generation is from selling homesites to homebuilders and commercial lots to commercial developers or commercial buyers. We primarily sell homesites to national, regional and local homebuilders in a competitive process, although in some cases we may negotiate with a single homebuilder directly. Our residential land sales typically require a cash payment upfront and include participation provisions that allow us to share in the profits realized by the homebuilders if the overall profitability of a block of homes exceeds an agreed-upon margin. We may sell commercial lots to commercial developers through a competitive process or we may negotiate directly with a commercial buyer. We also regularly assess our development plan and may retain a portion of the commercial or multi-family properties in our communities as income-producing assets.
In the ordinary course of our business, we have sold homesites to Lennar, which is our largest equity owner, or its subsidiaries or joint ventures in which Lennar is a member. During the years ended December 31, 2018, 2017 and 2016, we recognized $0.9 million, $87.6 million and $2.5 million, respectively, of such revenue. We did not sell homesites to Lennar during the year ended December 31, 2018 but did recognize revenues related to certain fees or profit participation associated with homesites sold in prior periods. Additionally, since the formation transactions on May 2, 2016, we have been providing certain management services for ventures in the San Francisco Bay area in which Lennar is a significant participant. For the years ended December 31, 2018, 2017 and 2016, we recognized $4.4 million, $5.8 million and $3.5 million, respectively, of revenue related to these agreements. However, we do not expect these arrangements to contribute material revenues in future periods. We also provide management services to the Great Park Venture pursuant to a development management agreement. In addition to our 37.5% percentage interest in the Great Park Venture, Lennar owns a 25% legacy interest in the Great Park Venture. Lennar, along with an affiliate of Castlelake L.P. (“Castlelake”), also owns interests in an entity that owns a 12.5% legacy interest in the

45


Great Park Venture. For the years ended December 31, 2018, 2017 and 2016, we recognized $35.1 million, $16.2 million and $13.3 million, respectively, of revenue from management services provided to the Great Park Venture. Other than Lennar and the Great Park Venture, no customer accounted for more than 10% of our revenue during the years ended December 31, 2018, 2017 and 2016.
Factors That May Influence our Results of Operations
Fluctuations in the Economy and Market Conditions
Our results of operations are subject to various risks and fluctuations in value and demand, many of which are beyond our control. Our business could be impacted by, among other things, downturns in economic conditions at the national, regional or local levels, particularly where our communities are located, inflation and increases in interest rates, significant job losses and unemployment levels, and declines in consumer confidence and spending.
Supply and Demand for Residential and Commercial Properties
We generate most of our revenue from land sales, which are dependent on demand from homebuilders, commercial developers and commercial buyers, which is in turn dependent on the prices that homebuyers, commercial buyers and renters are expected to pay. In addition, sales of homesites typically include participation provisions that allow us to share in the profits realized by the homebuilders if the overall profitability of a block of homes exceeds an agreed-upon margin. Because our revenue is influenced by the prices that homebuyers and commercial buyers are willing to pay for homes or commercial buildings in our region, our results of operations may be influenced by, among other things, the overall supply and demand for housing and commercial properties, the prevailing interest rates for mortgages, and the availability of mortgage financing for residential and commercial developers and residential and commercial buyers.
Timing of Obtaining the Necessary Approvals to Begin Development
As a developer of real property in California, we are subject to numerous land use and environmental laws and regulations. Before we can begin developing our communities, we must obtain entitlements, permits and approvals. Depending upon the type of the approval being sought, we may also need to complete an environmental impact report, remediate environmental impacts or agree to finance or develop public infrastructure within the community, each of which would impose additional costs on us. In the event that we materially modify any of our existing entitlements, approvals or permits, we may also need to go through a discretionary approval process before the relevant governmental authority or go through an additional or supplemental environmental review and certification process.
In addition, laws and regulations governing the approval processes provide third parties with the opportunity to challenge our entitlements, permits and approvals. The prospect of these third-party challenges creates additional uncertainty. Third-party challenges in the form of litigation can adversely affect the length of time or the cost required to obtain the necessary governmental approvals to develop, or result in the denial of our right to develop the particular community or development area in accordance with our current development plans. Furthermore, adverse decisions arising from any litigation can increase the cost or length of time to obtain ultimate approval of a project, if such approval is obtained at all, and can adversely affect the design, scope, plans and profitability of a project, which can negatively affect our financial condition and results of operations. See Part I, Item 3, of this report for a discussion of legal proceedings.

46


Financial Information
As a result of the formation transactions, our consolidated results of operations after May 2, 2016 are not comparable to our consolidated results of operations prior to that date because our results of operations prior to May 2, 2016 did not include either the financial condition and results of operations of the San Francisco Venture and the management company or our investment in the Great Park Venture. Consequently, our results of operations for the year ended December 31, 2016 include only eight months of results attributable to the San Francisco Venture and the management company and to our investment in the Great Park Venture, compared to a full year of operations included in the results for the years ended December 31, 2018 and 2017.
The timing of our land sale revenues is influenced by the factors described above. As a result, we have historically experienced, and expect to continue to experience, variability in results of operations between comparable periods.
On January 1, 2018, we, the Great Park Venture, and the Gateway Commercial Venture adopted the new revenue recognition guidance contained in Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, using the modified retrospective approach with the cumulative effect recorded as an adjustment to opening capital. The new guidance was applied to contracts not completed at the transition date. Results for reporting periods beginning after January 1, 2018 are presented under ASC Topic 606, Revenue from Contracts with Customers, while prior period results have not been adjusted and continue to be reported in accordance with historical accounting under ASC Topic 605, Revenue Recognition, and other industry specific guidance. See Part II, Item 8 of this report for a discussion of recently adopted accounting pronouncements.
Segments
Our four reportable segments are Newhall, San Francisco, Great Park and Commercial:

Our Newhall segment includes operating results for the Newhall Ranch community, as well as results attributable to other land historically owned by FPL, including 16,000 acres in Ventura County, The Tournament Players Club at Valencia Golf Course (which was sold in January 2018), 500 acres of remnant commercial, residential and open space land in Los Angeles County.
Our San Francisco segment includes operating results for the Candlestick Point and The San Francisco Shipyard communities, as well as results attributable to the development management services that we provide to Lennar with respect to the Concord community in the San Francisco Bay Area. As of December 31, 2018, we terminated the services we provided under the development management agreement for the Treasure Island community.
Our Great Park segment includes operating results for the Great Park Neighborhoods community and development management services provided by the management company for the Great Park Venture.
Our Commercial segment includes the operating results of the Five Point Gateway Campus and property management services provided by the management company for the Gateway Commercial Venture.

47


Results of Operations
The Company
The following table summarizes our consolidated historical results of operations for the years ended December 31, 2018, 2017 and 2016.
 
Year Ended December 31,
 
2018
 
2017
 
2016
 
(in thousands)
Statement of Operations Data
 
 
 
 
 
REVENUES:
 
 
 
 
 
Land sales
$
133

 
$
17,257

 
$
9,561

Land sales—related party
900

 
87,556

 
2,512

Management services—related party
40,976

 
22,517

 
16,856

Operating properties
6,981

 
12,101

 
10,439

Total revenues
48,990

 
139,431

 
39,368

COSTS AND EXPENSES:
 
 
 
 
 
Land sales
(165
)
 
84,659

 
356

Management services
23,962

 
10,791

 
9,122

Operating properties
5,077

 
11,450

 
10,656

Selling, general, and administrative
98,983

 
122,367

 
120,724

Management fees—related party

 

 
1,716

Total costs and expenses
127,857

 
229,267

 
142,574

OTHER INCOME:
 
 
 
 
 
Adjustment to payable pursuant to tax receivable agreement
1,928

 
105,586

 

Interest income
11,767

 
2,577

 

Miscellaneous
8,573

 
93

 
57

Total other income
22,268

 
108,256

 
57

EQUITY IN (LOSS) EARNINGS FROM UNCONSOLIDATED ENTITIES
(2,163
)
 
5,776

 
(1,356
)
(LOSS) INCOME BEFORE INCOME TAX (PROVISION) BENEFIT
(58,762
)
 
24,196

 
(104,505
)
INCOME TAX (PROVISION) BENEFIT
(9,183
)
 

 
7,888

NET (LOSS) INCOME
(67,945
)
 
24,196

 
(96,617
)
LESS NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
(33,231
)
 
(49,039
)
 
(63,351
)
NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY
$
(34,714
)
 
$
73,235

 
$
(33,266
)
Years Ended December 31, 2018 and 2017
Revenues. Revenues decreased by $90.4 million, or 64.9%, to $49.0 million for the year ended December 31, 2018, from $139.4 million for the year ended December 31, 2017. The difference in revenue was primarily due to a land sale of 3.6 acres planned for construction of up to 390 for-sale homesites to a related party at our San Francisco segment in January 2017. Offsetting this decrease was an increase in management services revenue at our Great Park segment mostly resulting from our application of ASC Topic 606 in 2018 for the recognition of certain variable management fees under the new revenue recognition guidance.

48


Cost of land sales. The higher cost of land sales for the year ended December 31, 2017 was primarily due to the land sale at our San Francisco segment.
Cost of management services. Cost of management services increased by $13.2 million, or 122.1%, to $24.0 million for the year ended December 31, 2018, from $10.8 million for the year ended December 31, 2017. The increase was primarily due to intangible asset amortization expense at our Great Park segment.
Selling, general, and administrative. Selling, general, and administrative expenses decreased by $23.4 million, or 19.1%, to $99.0 million for the year ended December 31, 2018, from $122.4 million for the year ended December 31, 2017. The decrease is mainly due to lower expenses, including litigation related costs, incurred at our Newhall segment and lower compensation expense (share-based and payroll) incurred in 2018. Share-based compensation decreased as a result of certain awards granted in connection with the formation transactions becoming fully vested at the completion of the service period in January 2018.
Other income. Other income for the year ended December 31, 2018 consisted primarily of a $6.7 million gain on the sale of an operating asset at our Newhall segment in addition to interest income earned on our cash and cash equivalents. For the year ended December 31, 2017, we recorded other income primarily as a result of a decrease to our estimate of the payable pursuant to the tax receivable agreement due to the reduction to our corporate tax rate resulting from the passage of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”).
Equity in (loss) earnings from unconsolidated entities. Equity in earnings from unconsolidated entities decreased to a loss of $2.2 million for the year ended December 31, 2018, from earnings of $5.8 million for the year ended December 31, 2017. The decrease in earnings was primarily due to land sale activity at our Great Park segment in 2018 compared to 2017.
Income tax provision. At December 31, 2018, we had a deferred tax asset of $150.8 million, and a deferred tax liability of $136.8 million. We net $127.6 million of the deferred tax asset against the deferred tax liability and recorded a valuation on the remaining deferred tax asset of $23.2 million. This net deferred tax liability of $9.2 million, and the increase in the valuation allowance, is a result of certain deferred tax assets not being able to offset the deferred tax liability due to changes to the utilization of tax attributes as a result of the Tax Act. 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 both December 31, 2018 and December 31, 2017, it was more likely than not that such net deferred tax assets would not be realized. Pre-tax loss of $58.8 million for the year ended December 31, 2018 resulted in an increase to the net deferred tax asset of $6.1 million. The recording of a tax provision to increase our valuation allowance, against a pre-tax book loss, provided for a negative effective tax rate and resulted in a $9.2 million provision in 2018. For the year ended December 31, 2017, we had a deferred tax asset valuation allowance of $7.9 million against a net deferred tax asset of the same amount. In 2017, there was a zero tax rate against pre-tax income due to the valuation allowance, as well as the non-taxable nature of the tax receivable agreement re-measurement gain. Our effective tax rate, before changes in valuation allowance, decreased for the year ended December 31, 2018 compared to the year ended December 31, 2017, primarily due to the effect of the federal rate change on our deferred tax balances and the impact of our noncontrolling interests not participating in the income from the reduction in the payable pursuant to the tax receivable agreement.
Years Ended December 31, 2017 and 2016
Revenues. Revenues increased by $100.1 million, or 254.2%, to $139.4 million for the year ended December 31, 2017, from $39.4 million for the year ended December 31, 2016. The increase in revenue was primarily due to a land sale to a related party at our San Francisco segment. Additionally, the increase was also driven in part by revenues from development management services provided to related parties at our San Francisco

49


and Great Park segments. Prior to the formation transactions, our predecessor did not provide development management services.
Cost of land sales. Cost of land sales increased by $84.3 million to $84.7 million for the year ended December 31, 2017, from $0.4 million for the year ended December 31, 2016. The increase was primarily due to the land sale at our San Francisco segment.
Selling, general, and administrative. Selling, general, and administrative expenses increased by $1.6 million, or 1.3%, to $122.3 million for the year ended December 31, 2017, from $120.7 million for the year ended December 31, 2016. This increase was primarily due to higher general and administrative expenses, including payroll expenses (excluding share-based compensation), incurred for the year ended December 31, 2017 primarily attributable to the acquired business operations of the San Francisco Venture and the corporate overhead of the management company that are included in the results for the full year of operations compared to eight months of operations in 2016 (from the acquisition date on May 2, 2016 to December 31, 2016). Offsetting this higher 2017 expense was a higher share-based compensation expense in 2016 incurred in connection with the formation transactions.
Management fees—related party. For the year ended December 31, 2016, we incurred management fees of $1.7 million related to the engagement of the management company as the development manager of Newhall Ranch. As a result of our acquisition of the management company in the formation transactions, the development management agreement for Newhall Ranch was terminated.
Equity in earnings (loss) from unconsolidated entities. Equity in earnings from unconsolidated entities increased by $7.1 million to $5.8 million for the year ended December 31, 2017, from a loss of $1.4 million for the year ended December 31, 2016. The increase was primarily due to increased revenue from land sales at our Great Park segment.
Income tax benefit. At December 31, 2017, we had a deferred tax asset valuation allowance of $7.9 million against a net deferred tax asset of the same amount. 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 both December 31, 2017 and December 31, 2016, it was more likely than not that such net deferred tax assets would not be realized. Pre-tax income of $24.2 million for the year ended December 31, 2017, combined with the change in federal tax rates, resulted in a decrease to the net deferred tax asset of $7.8 million. Offsetting the decrease to the net deferred tax asset was a decrease to our deferred tax asset valuation allowance of $7.8 million. For the year ended December 31, 2016, we recognized an income tax benefit of $7.9 million attributable to a $104.5 million pre-tax loss for the period. The tax benefit also resulted in a decrease to the net deferred tax liability that existed during the period. Our effective tax rate, before changes in valuation allowance, increased for the year ended December 31, 2017 compared to the year ended December 31, 2016, primarily due to the effect of the federal rate change on our deferred tax balances and the impact of our noncontrolling interests not participating in the income from the reduction in the payable pursuant to the tax receivable agreement.
Newhall Segment
Our Newhall Ranch property consists of approximately 15,000 acres in northern Los Angeles County. Newhall Ranch is designed to include approximately 21,500 homesites and approximately 11.5 million square feet of commercial space. Newhall Ranch is directly adjacent to our completed, award-winning Valencia master-planned community, where today approximately 20,000 households reside and approximately 60,000 people work. We are continuing horizontal development activities at Newhall Ranch’s first neighborhood, Mission Village, and expect to

50


start delivering homesites to builders in late 2019. Mission Village is approved for up to 4,055 homesites and approximately 1.6 million square feet of commercial development.
The following table summarizes the results of operations of our Newhall segment for the years ended December 31, 2018, 2017 and 2016.
 
Year Ended December 31,
 
2018
 
2017
 
2016
 
(in thousands)
Statement of Operations Data
 
 
 
 
 
Revenues
 
 
 
 
 
Land sales
$
133

 
$
17,257

 
$
9,561

Land sales—related party
16

 
2,746

 
2,107

Operating properties
6,252

 
11,565

 
10,376

Total revenues
6,401

 
31,568

 
22,044

Costs and expenses
 
 
 
 
 
Land sales
(241
)
 
3,201

 
356

Operating properties
5,077

 
11,450

 
10,656

Selling, general, and administrative
15,391

 
29,371

 
32,076

Management fees—related party

 

 
1,716

Total costs and expenses
20,227

 
44,022

 
44,804

         Other income
7,024

 
96

 
57

Segment loss
$
(6,802
)
 
$
(12,358
)
 
$
(22,703
)
Years Ended December 31, 2018 and 2017    
Land sales revenues. Revenues decreased by $19.9 million, or 99.3%, to $0.1 million for the year ended December 31, 2018, from $20.0 million for the year ended December 31, 2017. Land sales revenues for the year ended December 31, 2017 included the sale of 153 residential homesites on approximately 24 acres in Sacramento, California for gross proceeds of $7.2 million. The property was the last part of the Newhall segment’s land holdings in Sacramento, California. Additional land sale revenues in 2017 were primarily due to miscellaneous land sale revenue recognition, which includes the recognition of deferred revenues, profit participation and collection of various builder fees.
Operating Properties. In January 2018, we completed the sale of The Tournament Players Club at Valencia Golf Course to a third party for net cash proceeds of $5.7 million, and the buyer’s assumption of certain liabilities, including certain club membership related liabilities. We recognized a gain of $6.7 million during the year ended December 31, 2018 as a result of the sale, included in other income. We operated the property as an amenity to the segment’s completed Valencia community, and we do not consider the sale of The Tournament Players Club at Valencia Golf Course to be a disposal that represents a strategic shift that will have a major effect on our future operations and financial results. Included in operating properties revenues and expenses for 2017 was $5.8 million in revenues and $6.5 million of expenses generated from operations at The Tournament Players Club at Valencia Golf Course.
Selling, general, and administrative. Selling, general, and administrative expenses decreased by $14.0 million, or 47.6%, to $15.4 million for the year ended December 31, 2018, from $29.4 million for the year ended December 31, 2017. This decrease was primarily due to decreased legal and consulting expenses incurred in 2018

51


compared to 2017 related to certain legal proceedings. See Part I, Item 3 of this report for a discussion of legal proceedings.
Years Ended December 31, 2017 and 2016    
Revenues. Revenues increased by $9.5 million, or 43.2%, to $31.6 million for the year ended December 31, 2017, from $22.0 million for the year ended December 31, 2016. In 2017, we sold 153 residential homesites in Sacramento, California for gross proceeds of $7.2 million (see above). No residential homesites or significant commercial acres were sold in 2016. Additional land sale revenues in both periods represent recognition of deferred revenue, profit participation and collection of various builder fees related to prior period land sales.
Management fees—related party. No management fees were incurred for the year ended December 31, 2017, and $1.7 million of management fees were incurred for the year ended December 31, 2016. As a result of our acquisition of the management company with the formation transactions, our development management agreement with the management company was terminated on May 2, 2016.
San Francisco Segment
Located almost equidistant between downtown San Francisco and the San Francisco International Airport, Candlestick Point and The San Francisco Shipyard consists of approximately 800 acres of bayfront property in the City of San Francisco. Candlestick Point and The San Francisco Shipyard is designed to include approximately 12,000 homesites and approximately 6.3 million square feet of commercial space.
On May 2, 2016, the San Francisco Venture transferred to a joint venture (the “Lennar-CL Venture”) between Lennar and an affiliate of Castlelake certain assets and liabilities of the San Francisco Venture, including property within The San Francisco Shipyard known as the Phase 1 Land (the “Separation Transaction”). The Lennar-CL Venture is responsible for current and future residential construction on the Phase 1 Land. We are not entitled to any of the proceeds from future sales of homes on the Phase 1 Land (although we will receive a marketing fee for each home sold). The Lennar-CL Venture was also transferred the ownership interest in a joint venture (the “Mall Venture”) formed with affiliates of The Macerich Company (“Macerich”) that intended to construct an urban retail outlet shopping district (the “Retail Project”) at Candlestick Point. Following the Separation Transaction, we were obligated to complete certain development activities and convey the parcels of property to the Mall Venture upon which the Retail Project was to be developed. In early 2019, following discussions with the members of the Mall Venture, we and the members of the Mall Venture decided not to proceed with the Retail Project. As part of the termination of the Retail Project, we were released from our obligation to convey parcels of property on which the Retail Project was intended to be developed by the Mall Venture. We were also released from certain development obligations. In return, we repaid Macerich a $65.1 million obligation related to a promissory note in the same amount, plus $5.5 million of accrued interest associated with the promissory note. The San Francisco Venture also issued an aggregate of 436,498 of its Class A Units (while we concurrently issued 436,498 of our Class B common shares) to affiliates of Lennar and Castlelake. The San Francisco Venture can now redevelop these parcels for alternative uses.
In November 2016, San Francisco voters approved an initiative measure, Proposition O, to exempt Candlestick Point and The San Francisco Shipyard from citywide office development growth restrictions. Those growth controls (referred to as Proposition M after the 1986 initiative measure first imposing them) limit the amount of new office construction in San Francisco to 950,000 square feet per year and require each new office development of 25,000 square feet or more to obtain an allocation of office space from the Planning Commission. With passage of Proposition O and the approval to implement the redevelopment plan amendments that the San

52


Francisco Venture is seeking, development at Candlestick Point and The San Francisco Shipyard will not be required to obtain an allocation of office space and will not be subject to the Proposition M annual limitations on office development. This means the full amount of permitted commercial square footage at Candlestick Point and The San Francisco Shipyard can be constructed as we determine, including all at once, even though Proposition M may delay new office developments elsewhere in San Francisco. In 2018, our disposition and development agreement with the City of San Francisco was amended to increase the total amount of commercial use at Candlestick Point and The San Francisco Shipyard by over two million square feet, most of which we anticipate will be for office use, and increases our total commercial space to approximately 6.3 million square feet.
At The San Francisco Shipyard, approximately 408 acres are still owned by the U.S. Navy and will not be conveyed to us until the U.S. Navy satisfactorily completes its finding of suitability to transfer, or “FOST,” process, which involves multiple levels of environmental and governmental investigation, analysis, review, comment and approval. Based on our discussions with the U.S. Navy, we had previously expected the U.S. Navy to deliver this property between 2019 and 2022. However, allegations that Tetra Tech, Inc. (“Tetra Tech”), a contractor hired by the U.S. Navy, misrepresented sampling results at The San Francisco Shipyard have resulted in data reevaluation, governmental investigations, criminal proceedings, lawsuits, and a determination by the U.S. Navy and other regulatory agencies to undertake additional sampling. As part of the 2018 Congressional spending bill, the U.S. Department of Defense allocated $36.0 million to help fund resampling efforts at The San Francisco Shipyard. An additional $60.4 million to fund resampling efforts was approved as part of a 2019 military construction spending bill. These activities have delayed the remaining land transfers from the U.S. Navy and could lead to additional legal claims or government investigations, all of which could in turn further delay or impede our future development of such parcels. Our development plans were designed with the flexibility to adjust for potential land transfer delays, and we have the ability to shift the phasing of our development activities to account for potential delays caused by U.S. Navy retesting, but there can be no assurance that these matters and other related matters that may arise in the future will not materially impact our development plans.
We have been, and may in the future be, named as a defendant in lawsuits seeking damages and other relief arising out of alleged contamination at The San Francisco Shipyard and Tetra Tech’s alleged misrepresentations of related sampling work. See Part I, Item 3 of this report for additional information. Given the preliminary nature of the claims to date, the Company cannot predict the outcome of these matters.


53


The following table summarizes the results of operations of our San Francisco segment for the years ended December 31, 2018 and 2017 and for the period from May 2, 2016 (date of formation transactions) to December 31, 2016.
 
Year ended December 31,
 
Year ended December 31,
 
Period from May 2, 2016 to December 31,
 
2018
 
2017
 
2016
 
(in thousands)
Statement of Operations Data
 
 
 
 
 
Revenues
 
 
 
 
 
Land sales—related party
$
884

 
$
84,810

 
$
405

Operating property
729

 
536

 
62

Management services—related party
4,397

 
5,841

 
3,532

Total revenues
6,010

 
91,187

 
3,999

Costs and expenses
 
 
 
 
 
Land sales
76

 
81,458

 

Management services
1,015

 
709

 
110

Selling, general, and administrative
22,979

 
28,288

 
18,093

Total costs and expenses
24,070

 
110,455

 
18,203

Segment loss
$
(18,060
)
 
$
(19,268
)
 
$
(14,204
)
Years Ended December 31, 2018 and 2017
Land sales—related party. Land sales revenues decreased by $83.9 million, or 99.0%, to $0.9 million for the year ended December 31, 2018, from $84.8 million for the year ended December 31, 2017. The decrease was primarily due to the recognition of revenues in 2017 from a sale to the Lennar-CL Venture for real estate within the Candlestick Point community. The sale closed in January 2017, resulting in gross proceeds of $91.4 million on 3.6 acres planned for construction of up to 390 for-sale homesites. As of December 31, 2017, we had deferred $9.9 million in revenue related to the sale. In transitioning to the new revenue recognition guidance, we determined that we transferred control of the land in connection with the 2017 land sale and satisfied the performance obligation to the buyer at the time of the sale, and we recognized $9.9 million in deferred revenues, and the associated inventory relief, directly to capital on January 1, 2018. Additionally, under the new revenue guidance, the recognition of variable consideration from land sale contracts in the form of revenue or profit participation and marketing fees received from homebuilders, which historically have been recognized as revenue in the period in which the contingencies associated with the amount and timing of the consideration were resolved, is now recognized at the time of land sale in an amount we expect to be entitled to receive in revenue.
At the transition date, our San Francisco segment recognized a contract asset of $7.0 million representing a variable cash consideration component of the transaction price for the sale that closed in January 2017. In the third quarter of 2018, after receiving the necessary government approvals, the Lennar-CL Venture transferred to us entitlements for the right to construct 172 homesites and 71,000 square feet of retail space at the Candlestick Point and The San Francisco Shipyard communities. As a result of receiving these entitlements, the transaction price components changed, and we relinquished our rights to receive the variable cash consideration. The total transaction price did not change as a result of the changes to the consideration components. The cost of land sales for the year ended December 31, 2017 is primarily related to the land sale to the Lennar-CL Venture.

54


Management Services—related party. The decrease in management services—related party revenues was mainly attributable to an amendment to our agreement with an affiliate of Lennar, which reduced the fees and the scope of management services that we provided with respect to the Treasure Island community. The amended agreement expired in December 2018, and we no longer provide management services with respect to the Treasure Island community.
Year Ended December 31, 2017 and the Period from May 2, 2016 to December 31, 2016
Revenues. Revenues increased by $87.2 million, to $91.2 million for the year ended December 31, 2017, from $4.0 million for the period from May 2, 2016 to December 31, 2016. In addition to the collection of Phase I builder marketing fees, land sale revenues of $84.8 million in 2017 primarily consist of revenues from a sale to the Lennar-CL Venture related to a purchase and sale agreement entered into concurrent with the formation transactions. The cost of land sales for the year ended December 31, 2017 is related to the land sale to the Lennar-CL Venture.
Selling, general, and administrative. Selling, general, and administrative expenses increased by $10.2 million, or 56.3%, to $28.3 million for the year ended December 31, 2017, from $18.1 million for the period from May 2, 2016 to December 31, 2016. The increase was primarily due to the results for 2016 consisting of just eight months of operations after the completion of the formation transactions compared to a full year for 2017.
Great Park Segment
We have a 37.5% percentage interest in the Great Park Venture, and we account for our investment using the equity method of accounting. We have a controlling interest in the management company, an entity which performs development management services at Great Park Neighborhoods. We do not include the Great Park Venture as a consolidated subsidiary in our consolidated financial statements. However, because of the relationship between the management company and the Great Park Venture, we assess our investment in the Great Park Venture based on the financial information for the Great Park Venture in its entirety, and not just our equity interest in it. As a result, our Great Park segment consists of the operations of both the Great Park Venture and the development management services provided by the management company at the Great Park Venture.
Great Park Neighborhoods consists of approximately 2,100 acres in Orange County and is being built around the approximately 1,300 acre Orange County Great Park, a metropolitan public park that is under construction. Great Park Neighborhoods is designed to include approximately 9,500 homesites and approximately 4.9 million square feet of commercial space.
The Great Park Venture sold the first homesites in April 2013 and, as of December 31, 2018, had sold 5,409 homesites (including 544 affordable homesites) and commercial land allowing for development of up to 2 million square feet of commercial (research and development) space for aggregate consideration of approximately $2.3 billion. Based on reports we receive from third-party homebuilders, we believe that the percentage of homes sold in Parasol Park and Cadence Park at the Great Park Neighborhoods was approximately 98% and 31%, respectively, as of December 31, 2018.
Interests in the Great Park Venture are either “percentage interests” or “legacy interests.” Holders of the legacy interests are entitled to receive priority distributions in an amount up to $565.0 million, and holders of percentage interests are entitled to all other distributions. As of December 31, 2018, aggregate distributions to holders of legacy interests totaled $355.0 million.

55


The following table summarizes the results of operations of our Great Park segment for the years ended December 31, 2018, 2017 and for the period from May 2, 2016 (date of formation transactions) to December 31, 2016.
 
Year ended December 31,
 
Year ended December 31,
 
Period from May 2, 2016 to December 31,
 
2018
 
2017
 
2016
 
(in thousands)
Statement of Operations Data
 
 
 
 
 
Revenues
 
 
 
 
 
Land sales
$
171,775

 
$
473,234

 
$
15,719

Land sales—related party
3,914

 
7,700

 
6,786

Management services—related party
35,090

 
16,239

 
13,325

Total revenues
210,779

 
497,173

 
35,830

Costs and expenses
 
 
 
 
 
Land sales
118,115

 
339,100

 
12,093

Management services
22,947

 
10,082

 
9,012

Selling, general, and administrative
32,322

 
27,115

 
18,806

Management fees—related party
24,999

 
80,883

 
75,310

Total costs and expenses
198,383

 
457,180

 
115,221

Interest income
2,815

 
2,226

 
11,723

Segment income (loss)
$
15,211

 
$
42,219

 
$
(67,668
)
Land sales revenues. Land sales revenues decreased by $301.5 million, or 63.7%, to $171.8 million for the year ended December 31, 2018 from $473.2 million for the year ended December 31, 2017. Land sales during the year ended December 31, 2017 included revenue recognition from the sale of 1,007 home sites on approximately 103 acres, resulting in gross proceeds of $474.8 million. Land sales during the year ended December 31, 2018, include revenue recognized from the sale of 536 home sites on approximately 33 acres, with initial gross proceeds from the base price of $166.0 million. Revenues from the 2018 sales also include approximately $4.0 million as an estimate of the amount of variable consideration from marketing fees that we expect to be entitled to receive. Land sales revenues also included changes in estimates of variable consideration from those amounts previously recorded by the Great Park Venture in accordance with the application of the new revenue recognition guidance. As of December 31, 2017, the Great Park Venture had a deferred revenue balance of $18.4 million attributable to land sales in 2017 and prior periods. In transitioning to the new revenue recognition guidance, the Great Park Venture determined that it transferred control of the land in connection with prior land sales and satisfied the performance obligation to the buyers at the time of sale, and it recognized the balance of deferred revenues and the associated inventory relief directly to capital on January 1, 2018.
Management services revenue—related party. The management company has an agreement to provide development management services to the Great Park Venture. Under this agreement, the management company receives a base management fee, reimbursement for certain defined project team costs and the right to receive certain variable incentive compensation. The new revenue recognition guidance primarily impacted our recognition of variable incentive compensation consideration. Previously, revenue was recognized when contingencies associated with the amount and timing of the consideration were resolved. Under the new guidance, estimates of the amount of variable consideration that we expect to be entitled to receive as revenue are recognized over time as management services are provided. Upon transitioning to the new guidance, we adjusted our opening balance sheet

56


on January 1, 2018 to reflect a contract asset of $29.4 million, representing the cumulative amount of consideration we expect to be entitled to receive for services provided through the transition date. We include this contract asset in related party assets on our consolidated balance sheet. During the year ended December 31, 2018, we recognized $18.3 million in revenues and an increase to our contract asset attributed to the incentive compensation provisions of the development management agreement with the Great Park Venture for services provided during the period. We also recognized $16.8 million in revenues attributable to the base management fee and reimbursement of certain defined project costs during the year ended December 31, 2018 compared to $16.2 million recognized during the same period in 2017.
Management services costs and expenses. Included within management services costs and expenses are general and administrative costs and expenses incurred directly by the management company’s project team that is managing the development of the Great Park Neighborhoods. We also include amortization expense, if any, related to the intangible asset attributable to the incentive compensation provisions of the development management agreement with the Great Park Venture. Corporate and non-project team salaries and overhead are not allocated to management services costs and expenses and are reported in selling, general, and administrative costs in the consolidated statement of operations. During the year ended December 31, 2018, management services costs and expenses increased compared to the year ended December 31, 2017 primarily as a result of amortization expense related to the intangible asset of $12.5 million in 2018 and no amortization expense incurred in 2017.
Selling, general, and administrative. Selling, general, and administrative expenses are comprised of the Great Park Venture’s marketing related costs and project team and other administrative costs that are reimbursed to the management company per the terms of the development management agreement. Selling, general, and administrative costs increased by $5.2 million, or 19.2%, to $32.3 million for the year ended December 31, 2018, from $27.1 million for the year ended December 31, 2017. The higher expense during the year ended December 31, 2018 is primarily due to increased marketing activities in connection with active neighborhoods at the Great Park Neighborhoods.
Management fees—related party. Management fees incurred by the Great Park Venture decreased by $55.9 million, or 69.1%, to $25.0 million for the year ended December 31, 2018, from $80.9 million for the year ended December 31, 2017. Management fees incurred by the Great Park Venture are comprised of base development management fees and incentive compensation fees. In general, incentive compensation fees will be paid as a percentage of distributions made to holders of the Great Park Venture’s percentage interests. When payments are deemed probable of being made, the Great Park Venture recognizes the expense ratably over the period services are expected to be provided. When estimates of the amount of incentive compensation probable of being paid change, the Great Park Venture records a cumulative adjustment in the period in which the estimate changes. The Great Park Venture recognized $18.3 million and $74.7 million of incentive compensation fees during the years ended December 31, 2018 and 2017, respectively. Included in the incentive compensation expense recognized in 2017, is $34.4 million in incentive compensation expense expected to be probable of being paid in future periods to the Great Park Venture’s former commercial development sub-manager. The commercial development sub-manager is an affiliate of one of the members of the Great Park Venture. As a result of its early contract termination, the commercial development sub-manager became fully vested and entitled to incentive compensation payments in periods after it was no longer providing services. In addition, during the year ended December 31, 2018, the Great Park Venture recognized $6.3 million in base management fees compared to $6.2 million recognized during the year ended December 31, 2017.
Year Ended December 31, 2017 and the Period from May 2, 2016 to December 31, 2016
Revenues. During the year ended December 31, 2017, the Great Park Venture closed escrow with eight homebuilders for an aggregate of 1,007 homesites on approximately 103 acres, resulting in gross proceeds of $474.8

57


million. A portion of the consideration paid was deferred until the Great Park Venture completed certain infrastructure improvements. Deferred land sale revenues from prior period land sales in addition to the collection of builder marketing fees were also recognized in the year ended December 31, 2017. For the period from May 2, 2016 to December 31, 2016, revenues from the Great Park Venture were generated from the sale of 26 homesites on approximately two acres resulting in gross proceeds of $7.2 million in addition to the recognition of deferred land sale revenue and builder marketing fees.
Selling, general, and administrative. Selling, general, and administrative costs increased by $8.3 million, or 44.2%, to $27.1 million for the year ended December 31, 2017, from $18.8 million for the period from May 2, 2016 to December 31, 2016. The increase was primarily due to the results for 2016 consisting of just eight months of operations after the completion of the formation transactions compared to a full year for 2017.
 
Management fees—related party. Management fees increased by $5.6 million, or 7.4%, to $80.9 million for the year ended December 31, 2017, from $75.3 million for the period from May 2, 2016 to December 31, 2016. Management fees incurred by the Great Park Venture from services provided by the management company are comprised of base development management fees and incentive compensation fees. In 2017, the Great Park Venture recognized $40.3 million of incentive compensation fees, representing a portion of an estimated amount of incentive compensation determined to be probable of being paid in future periods. The amount recognized is attributable to the portion of the services that had been provided through December 31, 2017. Additionally, in 2017, the Great Park Venture recognized $34.4 million in incentive compensation expense expected to be probable of being paid to the Great Park Venture’s former commercial development sub-manager in future periods. The commercial development sub-manager is an affiliate of one of the members of the Great Park Venture. As a result of its early contract termination, the commercial development sub-manager became fully vested and entitled to incentive compensation payments in periods after it was no longer providing services. During the period from May 2, 2016 to December 31, 2016, management fees—related party included incentive compensation of $71.3 million, all of which was paid in 2016 and in January 2017 to the management company and the commercial development sub-manager.
Interest income. Interest income decreased by $9.5 million, to $2.2 million for the year ended December 31, 2017, from $11.7 million for the period from May 2, 2016 to December 31, 2016. The increased interest income in 2016 was primarily from interest earned on a note receivable held by the Great Park Venture related to a homesite sale that closed escrow prior to May 2, 2016. The note receivable was collected in full in December 2016.
 

58


The table below reconciles the Great Park segment results for the years ended December 31, 2018 and 2017 and for the period from May 2, 2016 to December 31, 2016 to the equity in (loss) earnings from our investment in the Great Park Venture that is reflected in the consolidated statements of operations for the years ended December 31, 2018, 2017 and 2016, respectively.
 
Year ended December 31,
 
Year ended December 31,
 
Period from May 2, 2016 to December 31,
 
2018
 
2017
 
2016
 
(in thousands)
Segment net income (loss) from operations
$
15,211

 
$
42,219

 
$
(67,668
)
Less net income of management company attributed to the Great Park segment
12,143

 
6,157

 
4,312

Net income (loss) of Great Park Venture
3,068

 
36,062

 
(71,980
)
The Company’s share of net income (loss) of the Great Park Venture
1,151

 
13,523

 
(26,992
)
Basis difference (amortization) accretion
(2,057
)
 
(7,763
)
 
25,636

Equity in (loss) earnings from Great Park Venture
$
(906
)
 
$
5,760

 
$
(1,356
)

Commercial Segment
We have a 75% interest in the Gateway Commercial Venture that is held through a wholly owned subsidiary of the operating company, and we serve as the manager of the Gateway Commercial Venture. However, the manager’s authority is limited. Major decisions by the Gateway Commercial Venture generally require unanimous approval by an executive committee composed of two people designated by us and two people designated by another investor. Some decisions require approval by all of the members of the Gateway Commercial Venture. We do not include the Gateway Commercial Venture as a consolidated subsidiary in our consolidated financial statements. However, as a result of our 75% economic interest and our role as manager, we assess our investment in the Gateway Commercial Venture based on the financial information of the Gateway Commercial Venture in its entirety, and we include the Gateway Commercial Venture’s financial results within the Commercial segment. Additionally, the management company has been engaged by the Gateway Commercial Venture to provide property management services to the Five Point Gateway Campus. We include the management company’s results of operations related to these property management services within the Commercial segment.
In August 2017, the Gateway Commercial Venture acquired the Five Point Gateway Campus, a commercial office campus consisting of approximately 73 acres of land in the Great Park Neighborhoods containing four newly constructed buildings, two of which were leased back by the seller, Broadcom Limited (together with its subsidiaries, “Broadcom”). The Five Point Gateway Campus includes approximately one million square feet planned for research and development and office space in the four buildings, which are designed to accommodate thousands of employees. Broadcom is the largest tenant, leasing approximately 660,000 square feet of research and development space pursuant to a 20-year triple net lease. We and Lennar have entered into separate 130-month full service gross leases to occupy approximately 135,000 aggregate square feet.

59


The following table summarizes the results of operations of our Commercial segment for the year ended December 31, 2018 and for the period from August 4, 2017 (the date of our initial investment) to December 31, 2017.
 
Year ended December 31,
 
Period from August 4, 2017 to December 31,
 
2018
 
2017
 
(in thousands)
Statement of Operations Data
 
 
 
Revenues
 
 
 
Rental and related income
$
26,580

 
$
9,245

Property management fees
1,489

 
437

Total revenues
28,069

 
9,682

Costs and expenses
 
 
 
Rental operating expenses
4,705

 
1,049

Interest
11,563

 
3,629

Depreciation
7,632

 
2,834

Amortization
4,098

 
1,670

Other expenses
258

 
42

Total costs and expenses
28,256

 
9,224

Segment (loss) income
$
(187
)
 
$
458

Revenues. Revenues increased by $18.4 million, or 189.9%, to $28.1 million for the year ended December 31, 2018, from $9.7 million for the period from August 4, 2017 to December 31, 2017. The increase was primarily due to the results for 2017 consisting of just five months of operations compared to a full year for 2018. Correspondingly, rental operating expenses also increased by $3.7 million, to $4.7 million for the year ended December 31, 2018, from $1.0 million for the year ended December 31, 2017. Revenues are generated from tenant leases and property management services provided by the management company to the Gateway Commercial Venture.
Costs and expenses. Costs and expenses increased by $19.0 million, or 206.3%, to $28.3 million for the year ended December 31, 2018, from $9.2 million for the period from August 4, 2017 to December 31, 2017. The increase is primarily due to the results for 2017 consisting of just five months of operations compared to a full year for 2018.

60


The table below reconciles the Commercial segment results for the year ended December 31, 2018 and for the period from August 4, 2017 to December 31, 2017 to the equity in loss (earnings) from our investment in the Gateway Commercial Venture that is reflected in the consolidated statements of operations for the years ended December 31, 2018 and 2017:
 
Year ended December 31,
 
Period from August 4, 2017 to December 31,
 
2018
 
2017
 
(in thousands)
Segment net (loss) income from operations
$
(187
)
 
$
458

Less net income of management company attributed to the Commercial segment
1,489

 
437

Net (loss) income of Gateway Commercial Venture
(1,676
)
 
21

Equity in (loss) earnings from Gateway Commercial Venture
$
(1,257
)
 
$
16


Liquidity and Capital Resources
At December 31, 2018, we had $495.7 million of consolidated cash and cash equivalents, compared to $848.5 million at December 31, 2017. As of December 31, 2018, no funds have been drawn on the Company’s $125.0 million revolving credit facility. However, letters of credit of $1.0 million are issued and outstanding under the revolving credit facility, thus reducing the available capacity to $124.0 million.
Our short-term cash needs consist primarily of general and administrative expenses and development expenditures at Newhall Ranch and the Candlestick Point and The San Francisco Shipyard communities. The development stages of our master-planned communities continue to require significant cash outlays on both a short-term and long-term basis. While we expect land sales at Newhall Ranch to begin in late 2019, the Candlestick Point and The San Francisco Shipyard communities are not expected to generate significant liquidity within the next 12 months. We expect to meet our cash requirements for at least the next 12 months with available cash and collection of management fees under our various management agreements.
Our long-term cash needs relate primarily to future horizontal development expenditures and investments in or vertical construction costs for properties that we may acquire or develop for our income-producing portfolio. We budget our cash development costs on an annual basis. Budgeted amounts are subject to change due to delays or accelerations in construction or regulatory approvals, changes in inflation rates and other increases (or decreases) in costs. We may also modify our development plans or change the sequencing of our communities in response to changing economic conditions, consumer preferences and other factors, which could have a material impact on the timing and amount of our development costs. Budgeted amounts are expected to be funded through a combination of available cash, cash flows from our communities and reimbursements from public financing, including community facilities districts, tax increment financing and local, state and federal grants. Cash flows from our communities may occur in uneven patterns as cash is primarily generated by land sales, which can occur at various points over the life cycle of our communities.
We currently expect to have sufficient capital to fund the horizontal development of our communities in accordance with our development plan for several years. However, we may experience cost increases, our plans may

61


change or circumstances may arise that result in our needing additional capital to execute our development plan. In addition, the level of capital expenditures in any given year may vary due to, among other things, the number of communities or neighborhoods under development and the number of planned deliveries, which may vary based on market conditions. We may seek to raise additional capital by accessing the debt or equity capital markets or with one or more revolving or term loan facilities or other public or private financing alternatives. These financings may not be available on attractive terms, or at all.     
Summary of Cash Flows
The following table outlines the primary components of our cash flows (in thousands):
 
Year ended December 31,
 
2018
 
2017
 
2016
Operating activities
$
(343,296
)
 
$
(58,143
)
 
$
(124,637
)
Investing activities
579

 
(56,765
)
 
81,753

Financing activities
(10,131
)
 
900,206

 
(5,043
)
Cash Flows from Operating Activities. Cash flows from operating activities are primarily comprised of cash inflows from land sales, management services and operating property results. Cash outflows are comprised primarily of cash outlays for horizontal development costs, employee compensation, management fees and selling, general, and administration costs. Our operating cash flows vary significantly each year due to the timing of land sales and the development efforts related to our master-planned communities.
Net cash used in operating activities increased by $285.2 million for the year ended December 31, 2018, compared to the year ended December 31, 2017 due to $91.2 million in net proceeds received upon closing escrow for the land sale at the San Francisco Venture that offset net cash used for operating activities during the year ended December 31, 2017. We did not have any significant land sale proceeds during the year ended December 31, 2018. Additionally, during the year ended December 31, 2018, net cash used in operating activities included increased spending on horizontal development activities at our Newhall segment and total interest payments of $38.6 million on our senior notes.
Net cash used in operating activities decreased by $66.5 million for the year ended December 31, 2017, compared to the year ended December 31, 2016 due to $91.2 million in net proceeds received in 2017 upon closing escrow for the land sale at the San Francisco Venture. Offsetting these proceeds was an increase in horizontal development costs, including entitlement costs on real estate inventory primarily related to the San Francisco Venture, the operations of which are included in our 2016 financial results only for the period from May 2, 2016 to December 31, 2016. Further offsetting the increase was the increased use of operating cash for selling, general, and administrative costs, the increase in which is primarily attributable to the consolidated operations of the San Francisco Venture and the management company being included in our consolidated results for the entire year in 2017, compared to only a portion of the period in 2016 (from May 2, 2016 to December 31, 2016).
Cash Flows from Investing Activities. Net cash provided by investing activities was $0.6 million for the year ended December 31, 2018, an increase of $57.3 million compared to the net cash used in investing activities of $56.8 million for the year ended December 31, 2017.
For the year ended December 31, 2018, net proceeds from the sale of the Newhall segment’s golf course operating property were $5.7 million. Additionally, we used $1.8 million of cash to acquire an indirect interest in

62


rights to certain legacy interests in the Great Park Venture that were held by our CEO, Mr. Emile Haddad. We expect to receive distributions of approximately $2.8 million with respect to such legacy interest as the Great Park Venture makes the remaining priority distributions to the holders of legacy interests. We also made a capital contribution of $8.4 million to the Gateway Commercial Venture related to funding of tenant improvements. The contribution is expected to be fully distributed back to us following completion of the tenant improvements. As of December 2018, we had received distributions of $6.5 million from the Gateway Commercial Venture with the remaining balance expected to be received in 2019.
For the year ended December 31, 2017, we contributed $106.5 million to the Gateway Commercial Venture in exchange for our equity interest and used $25.2 million to purchase investments in marketable debt securities. Proceeds from maturities of our investments in marketable debt securities during 2017 resulted in cash inflows of $45.2 million. Additionally, we received proceeds of $30.0 million from the prior owners of the San Francisco Venture representing the final payment under the $120.0 million capital commitment given in connection with the formation transactions.
During the year ended December 31, 2016, we received $25.0 million in proceeds from the maturity of investments in marketable debt securities, of which $20.8 million was reinvested in marketable debt securities. Additionally, we received $90.0 million of the capital commitment from the prior owners of the San Francisco Venture. Partially offsetting these proceeds, we paid a related party $14.6 million in connection with the Separation Transaction.
Cash Flows from Financing Activities. Net cash used in financing activities was $10.1 million for the year ended December 31, 2018, compared to net cash provided by financing activities of $900.2 million for the year ended December 31, 2017.
For the year ended December 31, 2018, we used $5.1 million to net settle certain share-based compensation awards with employees for tax withholding purposes. Additionally, we made the final principal payment of $5.0 million on a settlement note.
In 2017, we received aggregate proceeds of $419.7 million, net of underwriting discounts of $18.4 million, upon the closing of the Company’s IPO and concurrent private placement. Additionally, we issued an aggregate of $500.0 million principal amount of 7.875% senior notes due 2025. Offsetting these sources was the use of $6.5 million to net settle certain share-based compensation awards for tax withholding purposes and the payment of $13.1 million in equity offering and financing costs associated with the IPO, senior notes issuance and the amendment to our unsecured Revolving Credit Facility.
Net cash used in financing activities was $5.0 million for the year ended December 31, 2016 and was primarily related to a $5.0 million principal payment on a settlement note, partially offset by $0.5 million in proceeds received from the sale of Class B common shares in connection with the formation transactions.
Changes in Capital Structure
During the year ended December 31, 2018, our ownership percentage in the operating company increased to 61.7%, primarily due to the operating company issuing us additional Class A units of the operating company in connection with our issuance of Class A common shares under our share-based compensation plan and to our issuance of approximately 2.6 million Class A common shares in exchange for an equal number of Class A units of the operating company tendered for redemption.

63


The table below summarizes outstanding Class A units of the operating company and Class A units of the San Francisco Venture, that are redeemable on a one-for-one basis for Class A units of the operating company, at December 31, 2018 and 2017 held by us and those held by noncontrolling interest members.
 
Year ended December 31,
 
2018
 
2017
Class A units of the operating company:
 
 
 
Held by us
66,810,980

 
62,314,850

Held by noncontrolling interest members
41,404,961

 
43,984,228

 
108,215,941

 
106,299,078

Class A units of the San Francisco Venture held by noncontrolling interest members
37,433,775

 
37,479,205

 
145,649,716

 
143,778,283

In January 2019, we granted approximately 1.9 million restricted Class A common shares under our share-based compensation plan that resulted in the operating company issuing us an equal number of Class A units of the operating company. Additionally, we reacquired approximately 0.3 million restricted Class A common shares from employees for income tax withholding purposes that resulted in the operating company retiring an equal number of Class A units of the operating company we previously held.
Contractual Obligations
The following table aggregates certain of our cash contractual obligations and commitments as of December 31, 2018:
 
Payment due by period
 
(in thousands)
 
Total
 
Less than
1 year
 
1-3 years
 
3-5 years
 
More than
5 years
Notes payable (1)
$
500,000

 
$

 
$

 
$

 
$
500,000

Interest commitment on senior notes
275,625

 
39,375

 
78,750

 
78,750

 
78,750

Operating lease obligations
39,967

 
5,790

 
10,109

 
11,003

 
13,065

Water purchase agreement (2)
36,330

 
1,233

 
2,588

 
2,759

 
29,750

Interchange funding agreement (3)
8,800

 
8,800

 

 

 

Newhall Ranch approval settlement (4)
36,490

 
18,745

 
4,245

 
9,000

 
4,500

Related party EB-5 loan reimbursements (5)
107,594

 
42,876

 
64,718

 

 

Total
$
1,004,806

 
$
116,819

 
$
160,410

 
$
101,512

 
$
626,065


(1)
The amounts presented exclude our promissory note issued to an affiliate of Macerich in the amount of $65.1 million and associated accrued interest. It was anticipated that upon completion of certain conditions, including the conveyance of the Retail Project Property to the Mall Venture, the Macerich Member, in several steps, would cause the Macerich Note to be distributed to the Company, resulting in the extinguishment of the Macerich Note. However, in early 2019, we and the members of the Mall Venture determined not to proceed with the Retail Project and we repaid Macerich $65.1 million plus approximately $5.5 million of accrued interest associated with the Macerich Note.
(2)
We are subject to a water purchase agreement requiring annual payments in exchange for the delivery of water for our exclusive use. The agreement has an initial 35-year term, which expires in 2039 with an option for a second 35-year term.

64


(3)
In January 2012, we entered into an agreement with Los Angeles County pursuant to which we agreed to finance construction costs of an interchange project that Los Angeles County is managing. The interchange project is a critical infrastructure project that will benefit Newhall Ranch. Under the agreement, we have committed to pay the remainder of the actual construction costs, up to $8.8 million. We currently expect this amount to be paid within twelve months of December 31, 2018.
(4)
In September 2017, we reached a settlement with key national and state environmental and Native American organizations that were petitioners in various legal challenges to Newhall Ranch’s regulatory approvals and permits. Under the settlement terms, we agreed to fund certain environmental and cultural investments and protections at Newhall Ranch and the surrounding region.
(5)
Beginning in October 2013, certain subsidiaries of the San Francisco Venture entered into EB-5 loan agreements with lenders that are authorized by the United States Citizenship and Immigration Services to raise capital from foreign nationals who seek to obtain permanent residency in the United States. On May 2, 2016, in connection with the Separation Transaction, the Lennar-CL Venture assumed the EB-5 loan liabilities, and the San Francisco Venture entered into reimbursement agreements pursuant to which it agreed to reimburse the Lennar-CL Venture for a portion of the EB-5 loan liabilities and related interest. The amounts set forth in the above table include interest based on the weighted average interest rate of 4.1%. In January 2019, one of the reimbursement agreements was amended to defer principal payments by six months, resulting in approximately $16.5 million in principal payments shifting from less than one year obligations to one to three year obligations per the table above.
Other Contractual Obligations and Commitments
The following contractual obligation payments are not included in the table above due to the contingent nature of the amount and timing of the payment obligations. Unless otherwise stated, all of the below contractual obligation payments are as of December 31, 2018.
Simultaneous with, but separate and apart from the formation transactions, we entered into a tax receivable agreement (“TRA”) with the holders of Class A units of the operating company and the holders of Class A units of the San Francisco Venture. The TRA provides for payments by us to such investors or their successors in aggregate amounts equal to 85% of the cash savings, if any, in income tax that we realize as a result of (a) increases in tax basis that are attributable to exchanges of Class A units of the operating company for our Class A common shares or cash or certain other taxable acquisitions of equity interests by the Company, (b) allocations that result from the application of the principles of Section 704(c) of the Code and (c) tax benefits related to imputed interest or guaranteed payments deemed to be paid or incurred by us as a result of the TRA.
Holders of the management company’s Class B interests (an affiliate of Lennar and FPC-HF Venture I) are entitled to receive all distributions, up to a maximum of $9.0 million, from the management company that are attributable to any contingent payments that may be received by the management company from the Great Park Venture pursuant to a cash flow participation agreement.
We do not anticipate making future payments for contributions related to our defined pension plan over the next twelve months as the plan is sufficiently funded. In 2004, our defined benefit pension plan was amended to cease future benefit accruals for services provided by participants of the plan and to close the plan to new participants.
We are committed under various letters of credit (“LOCs”) to perform certain development activities and provide certain guarantees in the normal course of business. Outstanding LOCs totaled $2.4 million at both December 31, 2018 and 2017, respectively. At both December 31, 2018 and 2017, we had $1.4 million in restricted cash and certificates of deposit securing certain of our LOCs. Additionally, under our Revolving Credit Facility, we

65


are able to utilize undrawn capacity to support the issuance of LOCs. As of December 31, 2018, we were using approximately $1.0 million in capacity under the Revolving Credit Facility to support LOCs. Additionally, in the ordinary course of business and as a part of the entitlement and development process, we are required to provide performance bonds to ensure completion of certain development obligations. We had outstanding performance bonds of $73.5 million as of December 31, 2018.
At December 31, 2018, the 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 $197.8 million.
Critical Accounting Policies
Critical accounting policies are those that are both significant to the overall presentation of our financial condition and results of operations and require management to make difficult, complex or subjective judgments. Our critical accounting policies are those applicable to the following:
Consolidation
The consolidated financial statements include our accounts, the accounts of all subsidiaries in which we have a controlling interest and the accounts of variable interest entities (“VIEs”) in which we are deemed to be the primary beneficiary. A VIE is an entity in which either (i) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. We examine specific criteria and use our judgment when determining if we are the primary beneficiary of a VIE. Factors considered in determining whether we are the primary beneficiary include risk and reward sharing, experience and financial condition of other partner(s), voting rights, involvement in day-to-day capital and operating decisions, representation on a VIE’s executive committee, existence of unilateral kick-out rights or voting rights, level of economic disproportionality between us and the other partner(s) and contracts to purchase assets from VIEs. Our consolidated financial statements include the consolidation of four VIEs, two of which were acquired in the formation transactions. The accounting policy relating to VIEs is a critical accounting policy because the determination of whether an entity is a VIE and, if so, whether we are primary beneficiary, may require us to exercise significant judgment.
Business Combinations
We account for businesses we acquire in accordance with Accounting Standards Codification Topic 805, Business Combinations. This methodology requires that assets acquired and liabilities assumed be recorded at their respective fair values on the date of acquisition. Accordingly, we recognize assets acquired and liabilities assumed in business combinations, including contingent assets and liabilities and noncontrolling interests in the acquiree, based on the fair value estimates as of the date of acquisition. Any excess of the purchase consideration over the net fair value of tangible and identified intangible assets acquired, less liabilities assumed, is recorded as goodwill. The costs of business acquisitions are expensed as incurred. These costs may include fees for accounting, legal, professional consulting and valuation specialists. Purchase price allocations may be preliminary and, during the measurement period, not to exceed one year from the date of acquisition, there may be changes in assumptions and estimates that result in adjustments to the fair values of assets acquired and liabilities assumed in the period the adjustments are determined. Contingent consideration assumed in a business combination is measured at fair value for each

66


reporting period, and any change in the fair value, from either the passage of time or events occurring after the acquisition date, is recorded in the results of operations.
The estimated fair value of the acquired assets and assumed liabilities requires significant judgments by management. Based on the businesses that have been acquired, the most significant assets and liabilities requiring such judgments are inventories, intangible assets and related party liabilities.
For purposes of the formation transactions, the fair value of inventories was determined primarily by a discounted cash flow model. Projected cash flows are significantly affected by estimates of land sales prices, development costs and cost reimbursements. In forming such estimates, we make assumptions about market conditions that include the length of time and cost to complete the entitlements on our land, the cost of labor and materials to complete horizontal development obligations, the type and size of homes and commercial buildings that will be built on our land and the associated costs of labor and materials to construct those homes and commercial buildings, and the sales price of homes to residents. In determining these assumptions, we utilize historical trends and data from past development projects in addition to internal and external market studies and trends, which generally include analysis of population growth and household formations, job and wage growth, mortgage interest rates, home prices and the supply, price and inflation rates of raw materials.
The fair value of intangible assets and the ultimate settlement amount of certain related party liabilities of the businesses acquired are a function of future financial results and thus highly dependent on the cash flows that result from the development and sales of the Company’s owned and managed communities as described above. For purposes of the formation transactions, the fair values of these assumed liabilities and our related party EB-5 reimbursement obligation were determined primarily by a discounted cash flow model. The determination of fair value also requires discounting the estimated cash flows at a rate that we believe a market participant would determine to be commensurate with the inherent risks associated with the asset and related estimated cash flow streams.
We believe that the accounting policy related to business combinations is a critical accounting policy because (1) assumptions inherent in the valuation of assets acquired and liabilities assumed are highly subjective and (2) the impact of recognizing the assets acquired and liabilities assumed is expected to be material to our consolidated financial statements upon the acquisition date and going forward, with a continued impact on cost of sales and interest expense. Because of changes in economic and market conditions and assumptions and estimates required of management in valuing the components of the business combination, actual results could differ materially from management’s assumptions and may require material inventory impairment charges to be recorded in the future.

67


Revenue Recognition
Revenue from land sales contain both fixed (stated purchase price of the land) and variable considerations. A form of variable consideration is profit participation whereby we receive from homebuilders a portion of profit after the builder has received an agreed-upon margin. If the project profitability falls short of the participation threshold, we receive no additional revenues. In most contracts, at the time of the land sale we expect to constrain our estimate of profit participation, if any, as there are significant factors outside our control that will impact whether participation thresholds will be met. In addition, some residential homesite sale agreements contain a provision requiring the homebuilder to pay a marketing fee per residence sold, as a percentage of the home sale price. We estimate such fees as a variable consideration and include an amount we expect to be entitled to receive in the transaction price. At the end of each reporting period, we reassess the variable considerations to ensure changes in circumstances or constraints are appropriately reflected in the estimated transaction price. Changes in estimates of variable components of transaction prices could result in cumulative catch-up adjustments to revenue.
Revenues from management services are recognized as the customer consumes the benefits of the performance obligation satisfied over time. The transaction price pertaining to management services revenue may be comprised of fixed and variable components, including incentive compensation fee provisions that are contingent on the performance of our customer. In making estimates of incentive compensation we expect to be entitled to receive in exchange for providing management services, we make significant assumptions and judgments in evaluating the factors that may determine the amount of consideration we will ultimately receive. In doing so, we typically utilize cash flow projections. These cash flows are significantly affected by estimates and assumptions related to market supply and demand, the local economy, projected pace of sales of homesites, pricing and price appreciation over the estimated selling period, the length of the estimated development and selling periods, remaining development, general and administrative costs, and other factors. When changes in our estimates and assumptions occur, our estimate of the amount of incentive compensation we expect to be entitled to receive may change, resulting in a cumulative catch-up being recorded in the period of the change.
We believe that the accounting policy related to revenue recognition is a critical accounting policy because of the significance of revenue, the complexity of estimating the amount of variable consideration, and judgment in identifying performance obligations and in determining the timing of recognizing revenue.
Impairment of Assets
Long-lived assets are reviewed for impairment when events or changes in circumstances indicate that their carrying value may not be recoverable. Impairment indicators for long-lived inventory assets include, but are not limited to, significant increases in horizontal development costs, significant decreases in the pace and pricing of home sales within our communities and surrounding areas and political and societal events that may negatively impact the local economy. For operating properties, impairment indicators may include significant increases in operating costs, decreased utilization and continued net operating losses. If indicators of impairment exist, and the undiscounted cash flows expected to be generated by a long-lived asset are less than its carrying amount, an impairment charge is recorded to write down the carrying amount of such long-lived asset to its estimated fair value. We generally estimate the fair value of our long-lived assets using a discounted cash flow model or through appraisals of the underlying property or a combination thereof.
Our projected cash flows for each long-lived inventory asset are significantly affected by estimates and assumptions related to market supply and demand, the local economy, projected pace of sales of homesites, pricing and price appreciation over the estimated selling period, the length of the estimated development and selling periods, remaining development costs and other factors. For operating properties, our projected cash flows also include estimates and assumptions about the use and eventual disposition of such properties, including utilization, capital

68


expenditures, operating expenses, and the amount of proceeds to be realized upon eventual disposition of such properties.
In determining these estimates and assumptions, we utilize historical trends from our past development projects, in addition to internal and external market studies and trends, which generally include, but are not limited to, statistics on population demographics and unemployment rates. Using all available information, we calculate our best estimate of projected cash flows for each asset. While many of the estimates are calculated based on historical and projected trends, all estimates are subjective and change as market and economic conditions change. The determination of fair value also requires discounting the estimated cash flows at a rate that we believe a market participant would determine to be commensurate with the inherent risks associated with the asset and related estimated cash flow streams. The discount rate used in determining each asset’s fair value generally depends on the asset’s projected life and development stage.
Inventories
Inventories primarily include land held for development and sale. Inventories are stated at cost, less reimbursements, unless the inventory within a community is determined to be impaired, in which case the impaired inventory would be written down to fair market value. Capitalized inventory costs include land, horizontal development, real estate taxes and interest related to financing development and construction. Horizontal development costs can be further broken down to costs incurred to entitle and permit the land for its intended use; costs incurred for infrastructure projects, such as schools, utilities, roads and bridges; and site costs, such as grading and amenities, to prepare the land for sale. Project litigation costs are charged to expense when incurred. Costs that cannot be clearly associated with the acquisition, development and construction of a real estate project or related selling expense are expensed as incurred. Certain public infrastructure project costs incurred by us are eligible for reimbursement, typically, from the proceeds of CFD bond debt, tax increment financing, state or federal grants or property tax assessments.
A portion of capitalized inventory costs is allocated to individual parcels within a project using the relative sales value method. Under the relative sales value method, each parcel in the project under development is allocated costs in proportion to the estimated overall sales price of the project such that each parcel to be sold reflects the same gross profit margin. Since this method requires us to estimate the expected sales price for the entire project, the profit margin on subsequent parcels sold will be affected by both changes in the estimated total revenues, as well as any changes in the estimated total cost of the project.
We believe that the accounting related to capitalization of inventory is a critical accounting policy because assumptions inherent in the determination of costs to be capitalized and assumptions used to estimate a project’s total revenues and total costs are subjective.
Investments in Unconsolidated Entities
For investments in entities that we do not control, but over which we exercise significant influence, we use the equity method of accounting. Our judgment with regard to our level of influence or control of an entity involves consideration of various factors including the form of our ownership interest, our representation in the entity’s governance, our ability to participate in policy-making decisions and the rights of other investors to participate in the decision-making process to replace us as manager or to liquidate the entity. Investments accounted for under the equity method of accounting are recorded at cost and adjusted for our share in the earnings (losses) of the venture and cash contributions and distributions. Any difference between the carrying amount of the equity method investment on our balance sheet and the underlying equity in net assets on the entity’s balance sheet results in a basis

69


difference which is adjusted as the related underlying assets are depreciated, amortized or sold and the liabilities are settled. We generally allocate income and loss from unconsolidated entities based on the venture’s distribution priorities, which may be different from its stated ownership percentage.
We evaluate the recoverability of our investments in unconsolidated entities by first reviewing each investment for any indicators of impairment. If indicators are present, we estimate the fair value of the investment. If the carrying value of the investment is greater than the estimated fair value, management makes an assessment of whether the impairment is “temporary” or “other-than-temporary.” In making this assessment, management considers (1) the length of time and the extent to which fair value has been less than cost, (2) the financial condition and near-term prospects of the entity and (3) our intent and ability to retain our interest long enough for a recovery in market value. If management concludes that the impairment is “other-than-temporary,” we reduce the investment to its estimated fair value.
We believe that the accounting related to investments in unconsolidated entities is a critical accounting policy because (1) the impact of our share in our significant equity method investees is material to our financial statements and (2) we make significant estimates on the fair value of the investment to determine its recoverability.
Income Taxes
We record income taxes in accordance with ASC 740, which requires an asset and liability approach, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and attributable to operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which the temporary differences are expected to be recovered or paid. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period when the changes are enacted. A valuation allowance is provided to reduce deferred tax assets to the amount of future tax benefit when it is more likely than not that some portion of the deferred tax assets will not be realized. When assessing the need for a valuation allowance, we consider among other things, the nature, frequency and severity of prior cumulative losses, forecasts of future taxable income, the duration of statutory carryforward periods, our utilization experience with operating loss and tax credit carryforwards and tax planning alternatives, to the extent these items are applicable. Any increase or decrease in a valuation allowance could have a material adverse effect or beneficial effect on our income tax provision and net income or loss in the period the determination is made. We recognize interest or penalties related to income tax matters in income tax expense.
Recently Issued Accounting Pronouncements and Developments
See our consolidated financial statements included under Part II, Item 8 of this report for a discussion of new accounting pronouncements applicable to the Company.
Off-Balance Sheet Arrangements
We had no material off-balance sheet arrangements as of December 31, 2018.
Seasonality
Our business and results of operations are not materially impacted by seasonality.

70


Inflation
Inflation poses a risk to our business due to the possibility that higher prices would increase our development expenditures. In particular, our development expenditures are influenced by the price of oil, which is used in our development activities, including grading and paving roads. However, inflation can also indirectly improve our revenues by increasing the amount that homebuyers and commercial buyers are willing to pay for newly constructed homes and commercial buildings, which in turn, increases the amount that homebuilders and commercial developers are willing to pay for our residential and commercial lots. In addition, because sales of homesites typically include participation provisions that allow us to share in the profits realized by the homebuilders if the overall profitability of a block of homes exceeds an agreed-upon margin, we may be able to receive additional benefit in the event of inflation.
ITEM 7A.     Quantitative and Qualitative Disclosures About Market Risk
Market risk is the risk of loss from adverse changes in market prices and interest rates. Our future earnings, cash flows and fair values relative to financial instruments are dependent upon prevailing market interest rates. Our primary market risk results from our indebtedness, which bears interest at both fixed and floating rates. Although we do not currently do so, we may in the future manage our market risk on floating rate debt by entering into swap arrangements to in effect fix the rate on all or a portion of the debt for varying periods up to maturity. This would, in turn, reduce the risks of variability of cash flows created by floating rate debt and mitigate the risk of increases in interest rates. Our objective when undertaking such arrangements would be to reduce our floating rate exposure, as we do not plan to enter into hedging arrangements for speculative purposes.
As of December 31, 2018, we had outstanding consolidated indebtedness of $557.0 million, $65.1 million of which bears interest based on floating interest rates. If the relevant rates used to determine the interest rates on this floating rate indebtedness were to increase (or decrease) by 100 basis points, the interest expense would increase (or decrease) by approximately $0.7 million annually.
We have not entered into any transactions using derivative financial instruments or derivative commodity instruments.
ITEM 8.     Financial Statements and Supplementary Data

71



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Five Point Holdings, LLC
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Five Point Holdings, LLC and subsidiaries (the "Company") as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive (loss) income, capital, and cash flows, for each of the three years in the period ended December 31, 2018, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.
Change in Accounting Principle
As discussed in Note 2, Summary of Significant Accounting Policies—Recently adopted accounting pronouncements and Note 3, Revenues, to the consolidated financial statements, the Company has changed its method of accounting for revenues from contracts with customers as of January 1, 2018 using the modified retrospective approach with the cumulative effect recorded as an adjustment to opening capital due to the adoption of Accounting Standards Codification No. 606.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.


/s/ DELOITTE & TOUCHE LLP
Los Angeles, California
March 14, 2019

We have served as the Company’s auditor since 2009.


72


FIVE POINT HOLDINGS, LLC
CONSOLIDATED BALANCE SHEETS
(In thousands, except shares)


 
December 31,
 
2018
 
2017
ASSETS
 
 
 
INVENTORIES
$
1,696,084

 
$
1,425,892

INVESTMENT IN UNCONSOLIDATED ENTITIES
532,899

 
530,007

PROPERTIES AND EQUIPMENT, NET
31,677

 
29,656

ASSETS HELD FOR SALE, NET

 
4,519

INTANGIBLE ASSET, NET—RELATED PARTY
95,917

 
127,593

CASH AND CASH EQUIVALENTS
495,694

 
848,478

RESTRICTED CASH AND CERTIFICATES OF DEPOSIT
1,403

 
1,467

RELATED PARTY ASSETS
61,039

 
3,158

OTHER ASSETS
9,179

 
7,585

TOTAL
$
2,923,892

 
$
2,978,355

 
 
 
 
LIABILITIES AND CAPITAL
 
 
 
LIABILITIES:
 
 
 
Notes payable, net
$
557,004

 
$
560,618

Accounts payable and other liabilities
161,139

 
167,620

Liabilities related to assets held for sale

 
5,363

Related party liabilities
178,540

 
186,670

Deferred income tax liability, net
9,183

 

Payable pursuant to tax receivable agreement
169,509

 
152,475

Total liabilities
1,075,375

 
1,072,746

 
 
 
 
COMMITMENTS AND CONTINGENT LIABILITIES (Note 13)

 

CAPITAL:
 
 
 
Class A common shares; No par value; Issued and outstanding: 2018—66,810,980 shares; 2017—62,314,850 shares
 
 
 
Class B common shares; No par value; Issued and outstanding: 2018—78,838,736 shares; 2017—81,463,433 shares
 
 
 
Contributed capital
556,521

 
530,015

Retained earnings
33,811

 
57,841

Accumulated other comprehensive loss
(3,306
)
 
(2,455
)
Total members’ capital
587,026

 
585,401

Noncontrolling interests
1,261,491

 
1,320,208

Total capital
1,848,517

 
1,905,609

TOTAL
$
2,923,892

 
$
2,978,355


See accompanying notes to consolidated financial statements.

73


FIVE POINT HOLDINGS, LLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share/unit and per share/unit amounts)


 
Year Ended December 31,
 
2018
 
2017
 
2016
REVENUES:
 
 
 
 
 
Land sales
$
133

 
$
17,257

 
$
9,561

Land sales—related party
900

 
87,556

 
2,512

Management services—related party
40,976

 
22,517

 
16,856

Operating properties
6,981

 
12,101

 
10,439

Total revenues
48,990

 
139,431

 
39,368

COSTS AND EXPENSES:
 
 
 
 
 
Land sales
(165
)
 
84,659

 
356

Management services
23,962

 
10,791

 
9,122

Operating properties
5,077

 
11,450

 
10,656

Selling, general, and administrative
98,983

 
122,367

 
120,724

Management fees—related party

 

 
1,716

Total costs and expenses
127,857

 
229,267

 
142,574

OTHER INCOME:
 
 
 
 
 
Adjustment to payable pursuant to tax receivable agreement
1,928

 
105,586

 

Interest income
11,767

 
2,577

 

Miscellaneous
8,573

 
93

 
57

Total other income
22,268

 
108,256

 
57

EQUITY IN (LOSS) EARNINGS FROM UNCONSOLIDATED ENTITIES
(2,163
)
 
5,776

 
(1,356
)
(LOSS) INCOME BEFORE INCOME TAX (PROVISION) BENEFIT
(58,762
)
 
24,196

 
(104,505
)
INCOME TAX (PROVISION) BENEFIT
(9,183
)
 

 
7,888

NET (LOSS) INCOME
(67,945
)
 
24,196

 
(96,617
)
LESS NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
(33,231
)
 
(49,039
)
 
(63,351
)
NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY
$
(34,714
)
 
$
73,235

 
$
(33,266
)
 
 
 
 
 
 
NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE/UNIT
 
 
 
 
 
Basic
$
(0.53
)
 
$
1.33

 
$
(0.89
)
Diluted
$
(0.53
)
 
$
0.18

 
$
(0.89
)
WEIGHTED AVERAGE CLASS A SHARES/UNITS OUTSTANDING
 
 
 
 
 
Basic
65,002,387

 
54,006,954

 
37,795,447

Diluted
65,002,387

 
133,007,828

 
37,795,447

NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY PER CLASS B SHARE/UNIT
 
 
 
 
 
Basic and diluted
$
(0.00
)
 
$
0.00

 
$
(0.00
)
WEIGHTED AVERAGE CLASS B SHARES/UNITS OUTSTANDING
 
 
 
 
 
Basic and diluted
79,859,730

 
78,821,553

 
49,547,050


See accompanying notes to consolidated financial statements.


74


FIVE POINT HOLDINGS, LLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(In thousands)


 
Year Ended December 31,
 
2018
 
2017
 
2016
NET (LOSS) INCOME
$
(67,945
)
 
$
24,196

 
$
(96,617
)
OTHER COMPREHENSIVE (LOSS) INCOME:
 
 
 
 
 
Net actuarial (loss) gain on defined benefit pension plan
(1,252
)
 
611

 
(332
)
Reclassification of actuarial loss on defined benefit pension plan included in net (loss) income
90

 
113

 
91

Other comprehensive (loss) income before taxes
(1,162
)
 
724

 
(241
)
INCOME TAX (PROVISION) BENEFIT RELATED TO OTHER COMPREHENSIVE (LOSS) INCOME

 

 
(8
)
OTHER COMPREHENSIVE (LOSS) INCOME—Net of tax
(1,162
)
 
724

 
(249
)
COMPREHENSIVE (LOSS) INCOME
(69,107
)
 
24,920

 
(96,866
)
LESS COMPREHENSIVE LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
(33,675
)
 
(48,737
)
 
(63,522
)
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY
$
(35,432
)
 
$
73,657

 
$
(33,344
)

See accompanying notes to consolidated financial statements.


75


FIVE POINT HOLDINGS, LLC
CONSOLIDATED STATEMENTS OF CAPITAL
(In thousands, except share/unit amounts)

 
Class A
Units
 
Class B
Units
 
Class A
Common
Shares
 
Class B
Common
Shares
 
Contributed
Capital
 
Retained
Earnings
(Accumulated
Deficit)
 
Accumulated
Other
Comprehensive
Loss
 
Total
Members’
Capital
 
Noncontrolling
Interests
 
Total
Capital
BALANCE - January 1, 2016
36,627,847

 
12,792,948

 

 

 
$
245,829

 
$
17,872

 
$
(2,779
)
 
$
260,922

 
$
87,511

 
$
348,433

Net loss

 

 

 

 

 
(33,266
)
 

 
(33,266
)
 
(63,351
)
 
(96,617
)
Share-based compensation expense

 

 

 

 
27,746

 

 

 
27,746

 

 
27,746

Reacquisition of share-based compensation for tax-withholding purposes

 

 

 

 
(381
)
 

 

 
(381
)
 

 
(381
)
Conversion of Class A units to Class A common shares
(36,627,847
)
 

 
36,627,847

 

 

 

 

 

 

 

Cancellation of Class B units

 
(12,792,948
)
 

 

 

 

 

 

 

 

Sale of Class B Common Shares

 

 

 
74,320,576

 
470

 

 

 
470

 

 
470

Formation Transactions

 

 
798,161

 

 
119,208

 

 
388

 
119,596

 
1,241,208

 
1,360,804

Initial liability recognized under tax receivable agreement—net of tax benefit of $69,752

 

 

 

 
(132,093
)
 

 

 
(132,093
)
 

 
(132,093
)
Other comprehensive loss—net of tax of $8-actuarial loss on pension plan

 

 

 

 

 

 
(78
)
 
(78
)
 
(171
)
 
(249
)
BALANCE - December 31, 2016

 

 
37,426,008

 
74,320,576

 
$
260,779

 
$
(15,394
)
 
$
(2,469
)
 
$
242,916

 
$
1,265,197

 
$
1,508,113

Net income (loss)

 

 

 

 

 
73,235

 

 
73,235

 
(49,039
)
 
24,196

Share-based compensation expense

 

 

 

 
18,421

 

 

 
18,421

 

 
18,421

Reacquisition of share-based compensation for tax-withholding purposes

 

 

 

 
(6,480
)
 

 

 
(6,480
)
 

 
(6,480
)
Settlement of restricted share units for Class A common shares

 

 
285,670

 

 

 

 

 

 

 

Issuance of share-based compensation awards

 

 
453,172

 

 

 

 

 

 

 

Issuance of Class A common shares in initial public offering—net of underwriting discount and offering costs of $21,294

 

 
24,150,000

 

 
316,806

 

 

 
316,806

 

 
316,806

Issuance of Class A Common Units and related sale of Class B common shares in private placement

 

 

 
7,142,857

 
45

 

 

 
45

 
100,000

 
100,045

Adjustment to liability recognized under tax receivable agreement—net of tax of $0

 

 

 

 
(56,216
)
 

 

 
(56,216
)
 

 
(56,216
)
Other comprehensive income—net of tax of $0-actuarial gain on pension plan

 

 

 

 

 

 
422

 
422

 
302

 
724

Adjustment of noncontrolling interest in the Operating Company

 

 

 

 
(3,340
)
 

 
(408
)
 
(3,748
)
 
3,748

 

BALANCE - December 31, 2017

 

 
62,314,850

 
81,463,433

 
$
530,015

 
$
57,841

 
$
(2,455
)
 
$
585,401

 
$
1,320,208

 
$
1,905,609

Adoption of accounting standards

 

 

 

 

 
10,684

 

 
10,684

 
13,961

 
24,645

Net loss

 

 

 

 

 
(34,714
)
 

 
(34,714
)
 
(33,231
)
 
(67,945
)
Share-based compensation expense

 

 

 

 
11,464

 

 

 
11,464

 

 
11,464

Reacquisition of share-based compensation for tax-withholding purposes

 

 
(68,886
)
 

 
(5,131
)
 

 

 
(5,131
)
 

 
(5,131
)
Settlement of restricted share units for Class A common shares

 

 
319,783

 

 

 

 

 

 

 

Issuance of share-based compensation awards, net of forfeitures

 

 
1,619,752

 

 

 

 

 

 

 

Other comprehensive loss—net of tax of $0-actuarial gain on pension plan

 

 

 

 

 

 
(718
)
 
(718
)
 
(444
)
 
(1,162
)
Redemption of noncontrolling interests

 

 
2,625,481

 
(2,624,697
)
 
30,190

 

 
(102
)
 
30,088

 
(30,088
)
 

Adjustment to liability recognized under tax receivable agreement—net of tax of $0

 

 

 

 
(18,963
)
 

 

 
(18,963
)
 

 
(18,963
)
Adjustment of noncontrolling interest in the Operating Company

 

 

 

 
8,946

 

 
(31
)
 
8,915

 
(8,915
)
 

BALANCE - December 31, 2018

 

 
66,810,980

 
78,838,736

 
$
556,521

 
$
33,811

 
$
(3,306
)
 
$
587,026

 
$
1,261,491

 
$
1,848,517


See accompanying notes to consolidated financial statements.

76


FIVE POINT HOLDINGS, LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 
Year Ended December 31,
 
2018
 
2017
 
2016
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
Net (loss) income
$
(67,945
)
 
$
24,196

 
$
(96,617
)
Adjustments to reconcile net (loss) income to net cash used in operating activities:
 
 
 
 
 
Equity in loss (earnings) from unconsolidated entities
2,163

 
(5,776
)
 
1,356

Deferred income taxes
9,183

 

 
(7,888
)
Depreciation and amortization
13,260

 
1,508

 
3,042

Noncash adjustment of payable pursuant to tax receivable agreement liability
(1,928
)
 
(105,586
)
 

Gain on sale of golf club operating properties
(6,700
)
 

 

Gain on insurance proceeds for damaged property
(1,566
)
 

 

Share-based compensation
11,464

 
18,421

 
27,746

Changes in operating assets and liabilities:
 
 
 
 
 
Inventories
(278,008
)
 
(64,523
)
 
(61,746
)
Related party assets
(17,787
)
 
49,253

 
14,230

Other assets
(1,073
)
 
(923
)
 
(479
)
Accounts payable and other liabilities
(5,714
)
 
59,774

 
11,237

Related party liabilities
1,355

 
(34,487
)
 
(15,518
)
Net cash used in operating activities
(343,296
)
 
(58,143
)
 
(124,637
)
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
Proceeds from the maturity of marketable securities

 
45,210

 
25,000

Purchase of marketable securities

 
(25,233
)
 
(20,763
)
Distribution from Gateway Commercial Venture
6,450

 

 

Contribution to Gateway Commercial Venture
(8,438
)
 
(106,500
)
 

Purchase of indirect Legacy Interest in Great Park Venture—related party
(1,762
)
 

 

Proceeds from sale of golf club operating properties
5,685

 

 

Proceeds from insurance on damaged property
1,749

 

 

Cash acquired in Formation Transactions, net of consideration paid

 

 
3,213

Cash from former San Francisco Venture members in relation to Formation Transactions

 
30,000

 
90,000

Cash paid to former San Francisco Venture members in relation to Separation Agreement

 

 
(14,606
)
Purchase of properties and equipment
(3,105
)
 
(242
)
 
(1,091
)
Net cash provided by (used in) investing activities
579

 
(56,765
)
 
81,753

CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
Proceeds of Initial Public Offering of Class A common shares—net of underwriting discounts of $18,402

 
319,698

 

Proceeds of Class B common share offering

 
45

 
470

Proceeds from senior notes offering

 
500,000

 

Proceeds from issuance of Class A Common Units in private placement

 
100,000

 

Principal payment on settlement note
(5,000
)
 

 
(5,000
)
Payment of equity offering costs

 
(2,499
)
 

Reacquisition of share-based compensation awards for tax-withholding purposes
(5,131
)
 
(6,480
)
 
(381
)
Payment of financing costs

 
(10,558
)
 
(132
)
Net cash (used in) provided by financing activities
(10,131
)
 
900,206

 
(5,043
)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH
(352,848
)
 
785,298

 
(47,927
)
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period
849,945

 
64,647

 
112,574

CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH—End of period
$
497,097

 
$
849,945

 
$
64,647

SUPPLEMENTAL CASH FLOW INFORMATION (Note 14)
See accompanying notes to consolidated financial statements.

77


FIVE POINT HOLDINGS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    BUSINESS AND ORGANIZATION
Five Point Holdings, LLC, a Delaware limited liability company (the “Holding Company”) was formed on July 21, 2009. Prior to the completion of the Formation Transactions (as defined below) on May 2, 2016, the Holding Company was named Newhall Holding Company, LLC and through the operations of its subsidiaries, was primarily engaged in the planning and development of Newhall Ranch, a master-planned community located in northern Los Angeles County, California (the Holding Company together with its subsidiaries, the “Company”). Following completion of the Formation Transactions, the Company owns interests in, plans, and manages the development of multiple mixed-use, master-planned communities in coastal California, which are expected to include residential homes, commercial space, as well as retail, education and recreational elements, civic areas and parks and open spaces. In August 2017, the Company acquired an investment in a commercial office and research and development campus (the “Five Point Gateway Campus”) located on one of its master-planned communities (see Note 5).
On October 1, 2017, the Holding Company converted its operating subsidiary, Five Point Operating Company, LLC, from a Delaware limited liability company to a Delaware limited partnership named Five Point Operating Company, LP (in either instance, the “Operating Company”). The Holding Company conducts all of its operations through the Operating Company. The Holding Company’s wholly owned subsidiary is the managing general partner of the Operating Company and at December 31, 2018 and 2017, the Holding Company and its wholly owned subsidiary owned approximately 61.7% and 58.6%, respectively, of the outstanding Class A Common Units of the Operating Company. The Holding Company also owned all of the outstanding Class B Common Units of the Operating Company at both December 31, 2018 and 2017.
Initial Public Offering
On May 15, 2017, the Holding Company completed an initial public offering (“IPO”) and sold 24,150,000 Class A common shares at a public offering price of $14.00 per share, which included 3,150,000 shares pursuant to the full exercise by the underwriters of their over-allotment option, resulting in gross proceeds of $338.1 million. The Holding Company used the net proceeds of the IPO to purchase 24,150,000 Class A Common Units of the Operating Company. The aggregate net proceeds to the Company after deducting underwriting discounts and commissions and before offering expenses payable by the Company, was $319.7 million.
Concurrent with the IPO, the Company completed a private placement with an affiliate of Lennar Corporation (“Lennar”) in which the Operating Company sold 7,142,857 Class A Common Units of the Operating Company at a price per unit equal to the IPO public offering price per share, and the Holding Company sold an equal number of Class B common shares at a price of $0.00633 per share. There were no underwriting fees, discounts or commissions, and aggregate proceeds from the private placement were $100.0 million. The Holding Company used the proceeds from the sale of the Class B common shares to purchase 7,142,857 Class B Common Units of the Operating Company at a price of $0.00633 per unit.
Reverse Share Split
On March 30, 2017, the board of directors of the Holding Company (the “Board”) approved, and on March 31, 2017 the Company effected, (i) a 1 for 6.33 reverse share split of issued and outstanding Class A and Class B common shares of the Holding Company, (ii) a 1 for 6.33 reverse unit split of issued and outstanding Class A and Class B Common Units of the Operating Company, and (iii) a 1 for 6.33 reverse unit split of the issued and outstanding Class A and Class B Units of the Operating Company’s consolidated subsidiary, The Shipyard Communities, LLC (the “San Francisco Venture”) (the “Reverse Split”). All share, unit, per share, and per unit amounts in the accompanying consolidated financial statements give effect to the Reverse Split for all periods presented.

78


Formation Transactions
On May 2, 2016, the Company completed a series of transactions (the “Formation Transactions”) pursuant to a Second Amended and Restated Contribution and Sale Agreement (the “Contribution and Sale Agreement”). The principal organizational elements of these transactions were as follows:
• The Holding Company’s limited liability company agreement was amended and restated to, among other things (i) convert the membership interests previously designated as “Class A Units” into “Class A common shares” with each Class A Unit converted into one Class A common share, (ii) terminate and cancel the membership interests designated as “Class B Units,” and (iii) create a second class of shares designated as “Class B common shares.” The holders of Class A and Class B common shares are entitled to one vote per share, and the holders of Class B common shares receive distributions per share equal to 0.03% of the per share distributions to the holders of Class A common shares;
• The Operating Company’s limited liability company agreement was amended and restated to, among other things, (i) create two classes of membership interests designated as “Class A Common Units” and “Class B Common Units,” (ii) convert all existing membership interests of the Operating Company into Class A Common Units, (iii) reflect the issuance of Class A Common Units per the Contribution and Sale Agreement, (iv) reflect the issuance of Class B Common Units to the Holding Company, and (v) appoint the Holding Company as the operating managing member;
 
• All noncontrolling interest members of the Company’s consolidated subsidiary Five Point Land, LLC (“FPL” formerly named Newhall Land Development, LLC) contributed to the Operating Company 7,513,807 units of FPL in exchange for 7,513,807 Class A Common Units of the Operating Company;
• The Company acquired 37.5% of the Percentage Interest (as defined in Note 5) in Heritage Fields LLC (the “Great Park Venture”), the entity that is developing Great Park Neighborhoods in Irvine, California, in exchange for 17,749,756 Class A Common Units of the Operating Company;
• The Company acquired all of the Class B units of, and became the managing member of, the San Francisco Venture, the entity that is developing Candlestick Point and The San Francisco Shipyard in San Francisco, California, in exchange for 378,578 Class A Common Units of the Operating Company and other consideration;
• The limited liability company agreement of the San Francisco Venture was amended and restated to provide for the possible future exchange of all of the Class A units of the San Francisco Venture for Class A Common Units in the Operating Company;
• The Company acquired all of the limited partners’ Class A interests in Five Point Communities, LP and all of the stock in its general partner, Five Point Communities Management, Inc. (together, the “Management Company”), the entities which have historically managed the development of Great Park Neighborhoods and Newhall Ranch, in exchange for 798,161 Class A common shares of the Holding Company, 6,549,629 Class A Common Units of the Operating Company, and other consideration;
• The Holding Company sold 74,320,576 Class B common shares for aggregate consideration of $0.5 million to investors holding Class A Common Units of the Operating Company and holders of Class A units of the San Francisco Venture. Each investor was entitled to purchase one Class B common share for each unit held.

 
2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation— The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Principles of consolidation—The accompanying consolidated financial statements include the accounts of the Company and the accounts of all subsidiaries in which the Company has a controlling interest and the accounts of variable interest entities (“VIEs”) in which the Company is deemed to be the primary beneficiary. A VIE is an entity in which either (i) the equity investors as a group, if any, lack the power through voting or similar rights to

79


direct the activities of such entity that most significantly impact such entity’s economic performance or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. The Company identifies the primary beneficiary of a VIE as the enterprise that has both of the following characteristics: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or receive benefits of the VIE that could potentially be significant to the entity. The Company consolidates its investment in a VIE when it determines that it is its primary beneficiary. The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements, or changes in influence and control over any entity, that affect the characteristics of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. The Company performs this analysis on an ongoing basis. All intercompany transactions and balances have been eliminated in consolidation.
The accounts and operating results of the consolidated businesses acquired in the Formation Transactions have been included in the accompanying consolidated financial statements from the acquisition date forward.
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.
Concentration of risk—As of December 31, 2018, the Company’s inventories and the Company’s unconsolidated entities’ inventories and properties are all located in California. The Company is subject to risks incidental to the ownership, development, and operation of commercial and residential real estate. These include, among others, the risks normally associated with changes in the general economic climate in the communities in which the Company operates, trends in the real estate industry, availability of land for development, changes in tax laws, interest rate levels, availability of financing, and potential liability under environmental and other laws.
The Company’s credit risk relates primarily to cash deposits, cash equivalents and restricted cash and certificates of deposit. Cash deposit accounts at each institution are in excess of amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any credit losses to date on its cash deposits, cash equivalents, restricted cash and certificates of deposit, and marketable securities—held to maturity. The Company’s risk management policies define parameters of acceptable market risk and strive to limit exposure to credit risk.
Acquisitions—The Company accounts for businesses it acquires in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. This methodology requires that assets acquired and liabilities assumed be recorded at their respective fair values on the date of acquisition. Accordingly, the Company recognizes assets acquired and liabilities assumed in business combinations, including contingent assets and liabilities and non-controlling interest in the acquiree, based on the fair value estimates as of the date of acquisition. Any excess of the purchase consideration over the net fair value of tangible and identified intangible assets acquired less liabilities assumed is recorded as goodwill. The costs of business acquisitions are expensed as incurred. These costs may include fees for accounting, legal, professional consulting and valuation specialists. Purchase price allocations may be preliminary and, during the measurement period, not to exceed one year from the date of acquisition, changes in assumptions and estimates that result in adjustments to the fair value of assets acquired and liabilities assumed are recorded in the period the adjustments are determined.
Contingent consideration assumed in a business combination is remeasured at fair value each reporting period until the contingency is resolved and any change in the fair value from either the passage of time or events occurring after the acquisition date, is recorded in results from operations.
The estimated fair value of acquired assets and assumed liabilities requires significant judgments by management and are determined primarily by a discounted cash flow model. The determination of fair value using a discounted cash flow approach also requires discounting the estimated cash flows at a rate that the Company believes a market participant would determine to be commensurate with the inherent risks associated with the asset and related estimated cash flow streams.

80


For acquisitions accounted for as an asset acquisition, the fair value of consideration transferred by the Company (including transaction costs) is allocated to all assets acquired and liabilities assumed on a relative fair value basis. 
Noncontrolling interests—The Company presents noncontrolling interests and classifies such interests within capital, but separate from the Company’s Class A and Class B members’ capital when the criteria for permanent equity classification has been met. Noncontrolling interests in the Company represent interests held by owners, excluding the Operating Company, of consolidated subsidiaries of the Operating Company, and investors in the Operating Company excluding the Holding Company. Net income or loss of the Operating Company is allocated to noncontrolling interests based on substantive profit sharing arrangements within the operating agreements, or if it is determined that a substantive profit sharing arrangement does not exist, allocation is based on relative ownership percentage of the Operating Company and the noncontrolling interests.
Revenue recognition—Under ASC 606, Revenue From Contracts With Customers (“ASC 606”), which the Company adopted on January 1, 2018 (see –Recently Adopted Accounting Pronouncements), revenues from land sales are recognized when the Company satisfies the performance obligation at a point in time, which typically occurs when the control of the land passes to its customers. Revenue is recognized in an amount that reflects the consideration the Company expects to be entitled to receive (i.e., the transaction price) in exchange for the transfer of land. The transaction price typically contains fixed and variable components in which the fixed consideration represents the stated purchase price for the land. Some of the Company’s residential homesite sale agreements contain a profit participation provision, a variable consideration, whereby the Company receives from homebuilders a portion of profit after the builder has received an agreed-upon margin. If the project profitability falls short of the participation threshold, no additional revenue is received. In most contracts, at the time of the land sale, the estimate of profit participation, if any, is constrained, as there are significant factors outside of the Company’s control that will impact whether participation thresholds will be met. In addition, some residential homesite sale agreements contain a provision requiring the homebuilder to pay a marketing fee per residence sold, as a percentage of the home sale price. Such fees are estimated as a variable consideration and the amount the Company expects to be entitled to receive is included in the transaction price. At the end of each reporting period, variable considerations are reassessed to ensure changes in circumstances or constraints are appropriately reflected in the estimated transaction price. Changes in estimates of variable components of transaction prices could result in cumulative catch-up adjustments to revenue.
A contract asset or liability is recognized when the timing of the satisfaction of a performance obligation is different from the timing of the payments made by customers. Contract assets typically consist of estimates of contingent or variable consideration that has been included in the transaction price and recognized as revenue before the contingency is resolved and the contractual payment is due. Contract liabilities typically consist of payments received prior to satisfying the associated performance obligation. For example, a contract asset may be recorded at the closing of a land sale representing the estimated marketing fees included in the transaction price. However, the actual amount and timing of marketing fee payments is not known until the time a residence is sold. As marketing fee payments are collected from customers, the contract asset balance will be adjusted and reduced accordingly. Further, re-estimation of marketing fees at the end of each reporting period may result in an increase or decrease to the contract asset.
Under ASC 605, Revenue Recognition (“ASC 605”) for periods prior to January 1, 2018, revenues from land sales were recognized when a significant down payment was received, the earnings process was complete, title passes, and the collectability of any receivables was reasonably assured. Revenues from profit participation were recognized when sufficient evidence existed that the homebuilding project had met the participation thresholds and the Company had collected the profit participation payment or was reasonably assured of collection. The Company deferred revenue on amounts collected in advance of meeting the recognition criteria. Lastly, marketing fees were recognized upon collection of receipts from the customer.
Under ASC 606, revenues from management services are recognized as the customer consumes the benefits of the performance obligation satisfied over time. The transaction price pertaining to management services revenue is comprised of fixed and variable components whereby the fixed consideration typically represents a base management fee. The Company’s management agreements may contain incentive compensation fee provisions contingent on the performance of customers. In making estimates of incentive compensation, the Company expects

81


to be entitled to receive in exchange for providing management services, significant assumptions and judgments are made in evaluating the factors that may determine the amount of consideration the Company will ultimately receive. In doing so, cash flow projections are typically utilized. These cash flows are significantly affected by estimates and assumptions related to market supply and demand, the local economy, projected pace of sales of homesites, pricing and price appreciation over the estimated selling period, the length of the estimated development and selling periods, remaining development, general and administrative costs, and other factors. Incentive compensation revenue from management services is recognized evenly over the expected contract term, as the performance obligation is satisfied. When changes in estimates and assumptions occur, the estimate of the amount of incentive compensation the Company expects to be entitled to receive may change, resulting in a cumulative catch-up being recorded in the period of the change. Similar to land sale revenues, a contract asset may be recognized associated with revenues generated from management services when there is a timing difference between the satisfaction of performance obligations and revenues becoming billable. Reassessment of the estimated transaction price at the end of each reporting period may increase or decrease contract assets. Contract asset balances are reduced when revenues from our customers become billable.
Under ASC 605, the Company recorded management services revenues over the period in which the services were performed, fees were determinable, and collectability was reasonably assured. The Company recorded revenues from annual fees ratably over the contract period using the straight-line method and the Company recognized incentive compensation in the period in which the contingency was resolved and only to the extent other recognition conditions had been met.
Included in operating properties revenues in the consolidated statements of operations are revenues from the Company’s agriculture and energy operations and its golf club operation, Tournament Players Club at Valencia Golf Course (sold in January 2018).
Impairment of assets—Long-lived assets are reviewed for impairment when events or changes in circumstances indicate that their carrying value may not be recoverable. Impairment indicators for long-lived inventory assets include, but are not limited to, significant increases in horizontal development costs, significant decreases in the pace and pricing of home sales within the Company’s communities and surrounding areas and political and societal events that may negatively affect the local economy. For operating properties, impairment indicators may include significant increases in operating costs, decreased utilization, and continued net operating losses. If indicators of impairment exist, and the undiscounted cash flows expected to be generated by a long-lived asset are less than its carrying amount, an impairment charge is recorded to write down the carrying amount of such long-lived asset to its estimated fair value. The Company generally estimates the fair value of its long-lived assets using a discounted cash flow model or sales comparison approach of the underlying property or a combination thereof.
The Company’s projected cash flows for each long-lived inventory asset are significantly affected by estimates and assumptions related to market supply and demand, the local economy, projected pace of sales of homesites, pricing and price appreciation over the estimated selling period, the length of the estimated development and selling periods, remaining development costs, and other factors. For operating properties, the Company’s projected cash flows also include estimates and assumptions about the use and eventual disposition of such properties, including utilization, capital expenditures, operating expenses, and the amount of proceeds to be realized upon eventual disposition of such properties.
In determining these estimates and assumptions, the Company utilizes historical trends from past development projects of the Company in addition to internal and external market studies and trends, which generally include, but are not limited to, statistics on population demographics and unemployment rates.
Using all available information, the Company calculates its best estimate of projected cash flows for each asset. While many of the estimates are calculated based on historical and projected trends, all estimates are subjective and change as market and economic conditions change. The determination of fair value also requires discounting the estimated cash flows at a rate the Company believes a market participant would determine to be commensurate with the inherent risks associated with the asset and related estimated cash flow streams. The discount rate used in determining each asset’s fair value generally depends on the asset’s projected life and development stage.

82


Share-based payments— Share-based payments are recognized on a straight-line basis over the service period in the statement of operations based on their measurement date fair values. Forfeitures, if any, are accounted for in the period when they occur.
Cash and cash equivalents—Included in cash and cash equivalents are short-term investments that have original maturity dates of three months or less. The carrying amount approximates fair value due to the short-term nature of these investments.
Restricted cash and certificates of deposit—Restricted cash and certificates of deposit consist of cash, cash equivalents, and certificates of deposit held as collateral on open letters of credit related to development obligations or because of other legal obligations of the Company that require the restriction.
Marketable securities—During the years ended December 31, 2017 and 2016, the Company made investments in marketable debt securities. The Company purchased each investment with the intent and ability to hold the investment until maturity and carried each investment at amortized cost. The amortized cost of such debt securities were adjusted for amortization of premiums and accretion of discounts, using the effective interest method or a method that approximates the effective interest method. Amortization and accretion of premiums and discounts are included in selling, general, and administrative costs and expenses in the accompanying consolidated statements of operations. The Company evaluates securities in unrealized loss positions for evidence of other-than-temporary impairment, considering, among other things, duration, severity, and financial condition of the issuer. No other-than-temporary impairments were identified during either year ended December 31, 2017 or 2016, and the Company held no marketable securities at December 31, 2018 or 2017.
Properties and equipment—Properties and equipment primarily relate to the Company’s operating properties’ businesses, are recorded at cost. Properties and equipment, other than land, are depreciated over their estimated useful lives using the straight-line method. At the time properties and equipment are disposed of, the asset and related accumulated depreciation, if any, are removed from the accounts, and any resulting gain or loss is credited or charged to earnings. The estimated useful life for land improvements and buildings is 10 to 40 years while the estimated useful life for furniture, fixtures, and equipment is two to 15 years.
Held for sale classification—Assets to be disposed of together as a group in a single transaction and liabilities directly associated with those assets that will be transferred in the transaction are classified as held for sale on the Company’s consolidated balance sheet. Management evaluates certain criteria when determining held for sale classification including management’s authority to approve a disposal, management’s commitment to a plan to sell the disposal group, and the probability of completing the sale within one year. When initially classified as held for sale, assets and liabilities of assets held for sale are measured at the lower of carrying value or fair value less costs to sell. Included in the consolidated balance sheet at December 31, 2017 are assets and liabilities related to The Tournament Players Club at Valencia Golf Course that have been classified as held for sale. Assets held for sale of $4.5 million were comprised of property and equipment of $3.7 million, net of accumulated depreciation of $1.9 million, and other assets of $0.8 million. Liabilities of assets held for sale of $5.4 million consisted of club membership liabilities totaling $5.3 million and other liabilities of $0.1 million. In January 2018, The Tournament Players Club at Valencia Golf Course was sold for cash proceeds of $5.9 million, and the buyer’s assumption of certain liabilities, including certain membership related liabilities. Results of operations of The Tournament Players Club at Valencia Golf Course, prior to disposal, are included in the Company’s Newhall segment. The property was operated by the Company as an amenity to the Company’s fully developed Valencia community. There are no assets or liabilities held for sale at December 31, 2018.
Investments in unconsolidated entities—For investments in entities that the Company does not control, but exercises significant influence, the Company uses the equity method of accounting. The Company’s judgment with regard to its level of influence or control of an entity involves consideration of various factors including the form of its ownership interest, its representation in the entity’s governance, its ability to participate in policy-making decisions, and the rights of other investors to participate in the decision-making process to replace the Company as manager or to liquidate the entity. Investments accounted for under the equity method of accounting are recorded at cost and adjusted for the Company’s share in the earnings (losses) of the venture and cash contributions and distributions. Any difference between the carrying amount of the equity method investment on the Company’s balance sheet and the underlying equity in net assets on the entity’s balance sheet results in a basis difference which is adjusted as the related underlying assets are depreciated, amortized, or sold and the liabilities are settled. The

83


Company generally allocates income and loss from unconsolidated entities based on the venture’s distribution priorities, which may be different from its stated ownership percentage.
The Company evaluates the recoverability of its investment in unconsolidated entities by first reviewing each investment for any indicators of impairment. If indicators are present, the Company estimates the fair value of the investment. If the carrying value of the investment is greater than the estimated fair value, management makes an assessment of whether the impairment is “temporary” or “other-than-temporary.” In making this assessment, management considers the following: (1) the length of time and the extent to which fair value has been less than cost, (2) the financial condition and near-term prospects of the entity, and (3) the Company’s intent and ability to retain its interest long enough for a recovery in market value. If management concludes that the impairment is “other-than-temporary,” the Company reduces the investment to its estimated fair value. No other-than-temporary impairments were identified during either the year ended December 31, 2018, 2017 or 2016.
Inventories—Inventories primarily include land held for development and sale. Inventories are stated at cost, less reimbursements, unless the inventory within a community is determined to be impaired, in which case the impaired inventory would be written down to fair market value. Capitalized direct and indirect inventory costs include land, land in which the Company has the rights to receive in accordance with a disposition and development agreement (see Note 4), horizontal development costs, real estate taxes, and interest related to financing development and construction. During the years ended December 31, 2018, 2017 and 2016, the Company incurred interest expense, including amortization of debt issuance costs, all of which was capitalized into inventories, of $54.8 million, $9.4 million and $3.5 million, respectively. Horizontal development costs can be further broken down to costs incurred to entitle and permit the land for its intended use; costs incurred for infrastructure projects, such as schools, utilities, roads, and bridges; and site costs, such as grading and amenities, to bring the land to a saleable state. General and administrative costs related to project litigation are charged to expense when incurred. Costs that cannot be clearly associated with the acquisition, development, and construction of a real estate project and selling expenses are expensed as incurred. The Company expenses advertising costs as incurred, which were $2.0 million, $4.3 million and $3.5 million during the years ended December 31, 2018, 2017 and 2016, respectively. Certain public infrastructure project costs incurred by the Company are eligible for reimbursement, typically, from the proceeds of CFD bond debt, state and federal grants or property tax assessments.
A portion of capitalized inventory costs is allocated to individual parcels within a project using the relative sales value method. Under the relative sales value method, each parcel in the project under development is allocated costs in proportion to the estimated overall sales prices of the project such that each parcel to be sold reflects the same gross profit margin. Since this method requires the Company to estimate the expected sales price for the entire project, the profit margin on subsequent parcels sold will be affected by both changes in the estimated total revenues, as well as any changes in the estimated total cost of the project.
 
Intangible Asset—In connection with the Company’s acquisition of the Management Company (see Note 4), the Company acquired an intangible asset related to the contract value of the incentive compensation provisions of the Management Company’s development management agreement with the Great Park Venture. The Company records amortization expense over the contract period based on the pattern in which the Company expects to recognize the economic benefits from the incentive compensation.
Receivables—The Company evaluates the carrying value of receivables, which includes receivables from related parties, at each reporting date to determine the need for an allowance for doubtful accounts. As of both December 31, 2018 and 2017, the allowance for doubtful accounts was not significant.
Fair value measurements—The Company follows guidance for fair value measurements and disclosures that emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, 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.

84


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
In instances where the determination of the fair value measurements is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
Offering Costs—Costs incurred by the Company, totaling $2.9 million, that were directly attributable to the IPO were deferred and charged against the gross proceeds of the offering as a reduction of members’ contributed capital.
Income taxes—The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes (“ASC 740”), which requires an asset and liability approach for measuring deferred taxes based on temporary differences between the financial statements and tax bases of assets and liabilities existing at each balance sheet date using enacted tax rates for the years in which taxes are expected to be paid or recovered.
The Holding Company has elected to be treated as a corporation for U.S. federal, state, and local tax purposes and determines the provision or benefit for income taxes on an interim basis using an estimate of its annual effective tax rate and the impact of specific events as they occur.
The Company’s estimate of the Holding Company’s annual effective tax rate is subject to change based on changes in federal and state tax laws and regulations, the Holding Company’s ownership interest in the Operating Company and the Operating Company’s ownership in the San Francisco Venture, and the Company’s assessment of its deferred tax asset valuation allowance. Cumulative adjustments are made in interim periods in which the Company identifies a change in its estimate of the amount of future tax benefit when it is more likely than not that some portion of the deferred tax assets will not be realized. Among other things, the nature, frequency and severity of prior cumulative losses, forecasts of future taxable income, the duration of statutory carryforward periods, the Company’s utilization experience with operating loss and tax credit carryforwards and tax planning alternatives are considered and evaluated when assessing the need for a valuation allowance. Any increase or decrease in a valuation allowance could have a material adverse effect or beneficial effect on the Holding Company’s income tax provision and net income or loss in the period the determination is made. The Holding Company recognizes interest or penalties related to income tax matters in income tax expense.
Miscellaneous other income—Miscellaneous other income consisted of the following (in thousands):
 
Year Ended December 31,
 
2018
 
2017
 
2016
Gain on sale of golf club operating property
$
6,700

 
$

 
$

Gain on insurance claims
1,566

 

 

Net periodic pension benefit
307

 
93

 
57

Total miscellaneous other income
$
8,573

 
$
93

 
$
57

Recently issued accounting pronouncements—In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU No. 2018-07”) which simplifies the accounting of share-based payments granted to nonemployees for goods and services. Under ASU No. 2018-07, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees including the determination of the measurement date. ASU No. 2018-07 generally requires an entity to use a modified retrospective transition approach, with a cumulative-effect adjustment to

85


retained earnings as of the beginning of the fiscal year of adoption. The amendments in ASU No. 2018-07 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company does not expect the adoption of ASU No. 2018-07 to have a material impact on its consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU No. 2016-02”). This ASU generally requires that lessees recognize right-of-use assets and lease liabilities on the balance sheet for operating and financing leases and also requires improved disclosures to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases. This update is effective for public entities in fiscal years beginning after December 15, 2018, including interim reporting periods within those fiscal years. The FASB has issued multiple clarifications and updates since ASU No. 2016-02 that include, but is not limited to, the ability to elect practical expedients upon transition.
The Company will adopt ASU No. 2016-02 effective on January 1, 2019 on a modified retrospective basis. Consequently, comparative prior periods presented in financial statements after adoption will continue to be in accordance with current U.S. GAAP (Topic 840, Leases). Upon transition, the Company will elect the package of practical expedients, whereby the Company will not reassess whether existing contracts contain leases, the lease classification of existing leases and initial direct costs associated with those leases. Additionally, the Company expects to exclude recognition of short term leases on the balance sheet and not separate lease and nonlease components for both lessee and lessor leases. Lease payments for short term leases would continue to be recognized in the consolidated statements of operations on a straight-line basis over the lease term. The Company estimates recognizing total lease liabilities ranging from $25 million to $35 million and corresponding right-of-use assets ranging from $30 million to $40 million predominantly associated with leased office space. The difference between the right-of-use asset and lease liability is primarily due to the existing prepaid and deferred rent balances, resulting from historical straight-lining of operating leases, that will be reclassified upon adoption to increase or reduce the measurement of the right-of-use assets. The Company continues to evaluate the disclosure requirements and the Company’s associated processes and disclosure controls in advance of the first interim reporting period after adoption. The Company does not expect the adoption of ASU No. 2016-02 to have a material impact on the Company’s consolidated statement of operations or statement of cash flows.
In June 2016, the FASB issued ASU No. 2016-13, Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments which amends the guidance on the impairment of financial instruments, including most debt instruments, trade receivables and loans. ASU No. 2016-13 adds to U.S. GAAP an impairment model known as the current expected credit loss model that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses for instruments measured at amortized cost, resulting in a net presentation of the amount expected to be collected on the financial asset. ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is currently evaluating the impact of adopting ASU No. 2016-13 on its consolidated financial statements.
Recently adopted accounting pronouncements—In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU No. 2014-09”), which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted ASU No. 2014-09 and the related ASUs that formed ASC Topic 606, Revenue from Contracts with Customers, on January 1, 2018 using the modified retrospective approach with the cumulative effect recorded as an adjustment to opening capital. The new guidance was applied to contracts not completed at the transition date. Results for reporting periods beginning after January 1, 2018 are presented under ASC Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with historic accounting under ASC Topic 605, Revenue Recognition, and other industry specific guidance.
The impact of adopting the new guidance primarily relates to (i) the recognition of variable incentive compensation consideration associated with the Company’s development management agreement with the Great Park Venture, which previously was recognized when contingencies associated with the amount and timing of the consideration were resolved, but under the new guidance estimates of the amount of variable consideration that the Company expects to be entitled to receive in revenue are recognized over time as management services are

86


provided; (ii) the recognition of variable consideration from land sale contracts in the form of revenue or profit participation and marketing fees received from homebuilders, which historically have been recognized as revenue in the period in which the contingencies associated with the amount and timing of the consideration were resolved, but under the new guidance estimates of the amount of variable consideration that the Company expects to be entitled to receive in revenue, if any, are recognized at the time of land sale; (iii) the timing of revenue recognition from land sales or agriculture crop sales resulting from additional clarity in determining that the performance obligation to the customer is complete when control of the land or crop has been transferred to the customer; (iv) the impact of adoption of ASU No. 2014-09 by the Company’s unconsolidated entities; and (v) the requirement to provide more robust disclosure on the nature of the Company’s transactions, the economic substance of the arrangements and the judgments involved.
The cumulative effect of the changes made to the Company’s consolidated January 1, 2018 balance sheet from the adoption of the new revenue guidance were as follows (in thousands):
 
Balance at December 31, 2017
 
Adjustments due to ASU No. 2014-09
 
Balance at January 1, 2018
ASSETS
 
 
 
 
 
Inventories
$
1,425,892

 
$
(9,457
)
 
$
1,416,435

Investment in unconsolidated entities
530,007

 
3,067

 
533,074

Intangible asset, net—related party
127,593

 
(19,220
)
 
108,373

Related party assets
3,158

 
38,332

 
41,490

Other assets
7,585

 
716

 
8,301

LIABILITIES
 
 
 
 
 
Accounts payable and other liabilities
167,620

 
(1,722
)
 
165,898

Related party liabilities
186,670

 
(9,485
)
 
177,185

CAPITAL
 
 
 
 
 
Retained earnings
57,841

 
10,684

 
68,525

Noncontrolling interests
1,320,208

 
13,961

 
1,334,169


In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) (“ASU No. 2016-15”) which amends the guidance in ASC Topic 230, Statement of Cash Flows, on the classification of certain cash receipts and payments in the statement of cash flows. The primary purpose of ASU No. 2016-15 is to reduce the diversity in practice that has resulted from the lack of consistent principles on this topic. The Company adopted ASU No. 2016-15 effective January 1, 2018 retrospectively with no material impact on the Company’s consolidated financial statements.
In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the Emerging Issues Task Force) (“ASU No. 2016-18”) which requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flow. The Company adopted this guidance on January 1, 2018 retrospectively and as a result included restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts presented on the consolidated statement of cash flows.

87


The effect of the changes made to the Company’s consolidated statement of cash flow line items from the adoption of ASU No. 2016-18 were as follows (in thousands):
 
Year Ended December 31, 2017
 
As Previously Reported
 
Adjustments due to ASU No. 2016-18
 
As Adjusted
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
Decrease in restricted cash and certificates of deposits
$
876

 
$
(876
)
 
$

NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
786,174

 
(876
)
 
785,298

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period
62,304

 
2,343

 
64,647

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period
848,478

 
1,467

 
849,945

 
Year Ended December 31, 2016
 
As Previously Reported
 
Adjustments due to ASU No. 2016-18
 
As Adjusted
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
Decrease in restricted cash and certificates of deposits
$
1,574

 
$
(1,574
)
 
$

NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
(46,353
)
 
(1,574
)
 
(47,927
)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period
108,657

 
3,917

 
112,574

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period
62,304

 
2,343

 
64,647



In March 2017, the FASB issued ASU No. 2017-07, Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (“ASU No. 2017-07”) which amends the guidance for the income statement presentation of the components of net periodic benefit cost for an entity’s sponsored defined benefit pension and other postretirement plans. ASU No. 2017-07 requires entities to report non-service-cost components of net periodic benefit cost outside of income from operations. The Company adopted ASU No. 2017-07 effective January 1, 2018, retrospectively, which resulted in reclassifying net periodic pension benefit of $93,000 and $57,000 from selling, general, and administrative expenses to miscellaneous other income on the consolidated statement of operations for the years ended December 31, 2017 and 2016, respectively.
In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU No. 2017-09”). ASU No. 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in ASC Topic 718, Compensation - Stock Compensation. The Company adopted the amendments of ASU No. 2017-09 effective January 1, 2018 prospectively with no material impact on the Company’s consolidated financial statements.


88


3.    REVENUES
The application of the new revenue standard had the following impacts to the financial statement line items in the Company’s consolidated financial statements (in thousands):
Statement of Operations
 
 
 
 
 
 
Year Ended December 31, 2018
 
As Reported
 
Balances without Adoption of ASC 606
 
Effect of Change
REVENUES:
 
 
 
 
 
Land sales
$
133

 
$
486

 
$
(353
)
Land sales—related party
900

 
497

 
403

Management services—related party
40,976

 
23,055

 
17,921

Operating properties
6,981

 
6,667

 
314

COSTS AND EXPENSES:
 
 
 
 
 
Land sales
(165
)
 
(378
)
 
213

Management services
23,962

 
11,506

 
12,456

Operating properties
5,077

 
4,935

 
142

EQUITY IN (LOSS) EARNINGS FROM UNCONSOLIDATED ENTITIES
(2,163
)
 
(2,399
)
 
236

NET LOSS
(67,945
)
 
(73,654
)
 
5,709

NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
(33,231
)
 
(36,023
)
 
2,792

NET LOSS ATTRIBUTABLE TO THE COMPANY
(34,714
)
 
(37,631
)
 
2,917

Balance Sheet
 
 
 
 
 
 
December 31, 2018
 
As Reported
 
Balances without Adoption of ASC 606
 
Effect of Change
ASSETS
 
 
 
 
 
Inventories
$
1,696,084

 
$
1,698,630

 
$
(2,546
)
Investment in unconsolidated entities
532,899

 
529,596

 
3,303

Intangible asset, net—related party
95,917

 
127,593

 
(31,676
)
Related party assets
61,039

 
11,205

 
49,834

Other assets
9,179

 
8,522

 
657

LIABILITIES
 
 
 
 
 
Accounts payable and other liabilities
161,139

 
162,588

 
(1,449
)
Related party liabilities
178,540

 
187,873

 
(9,333
)
CAPITAL
 
 
 
 
 
Retained earnings
33,811

 
20,210

 
13,601

Noncontrolling interest
1,261,491

 
1,244,738

 
16,753


As a result of applying the new revenue standard, there was no impact to the Company’s operating, investing or financing activities in the consolidated statement of cash flows other than a change to net loss and therefore a corresponding impact on the reconciling items to arrive at the net cash used in operating activities.

89


Revenues are recognized when control of the promised goods (i.e., land) or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.
At contract inception, the Company assesses the goods and services promised in its contract with its customers and identifies a performance obligation for each promise to transfer to the customer a good or service (or a series of services) that is distinct. Identified performance obligations are assessed by considering implicit and explicitly stated promises. For the distinct performance obligation related to land sales, the Company typically satisfies the performance obligations at a point in time, upon transferring control of the land (when title passes at the close of escrow). The customer is able to direct the use of, control and obtain substantially all of the benefits from the land when title passes. For the distinct performance obligation related to management services, which is comprised of a series of distinct services that are substantially the same and that have the same pattern of transfer to the customer, the Company typically satisfies the performance obligations over time as services are rendered. The customer consumes the benefits of the management services as the performance obligation is satisfied over time. The following tables present the Company’s consolidated revenues disaggregated by revenue source and reporting segment (see Note 15) (in thousands):
 
Year Ended December 31, 2018
 
Newhall
 
San Francisco
 
Great Park
 
Commercial
 
Total
Land sales
$
149

 
$
884

 
$

 
$

 
$
1,033

Management services

 
4,397

 
35,090

 
1,489

 
40,976

Operating properties
3,878

 
729

 

 

 
4,607

Total revenues subject to ASC 606
4,027

 
6,010

 
35,090

 
1,489

 
46,616

Operating properties leasing revenues
2,374

 

 

 

 
2,374

Total Revenues
$
6,401

 
$
6,010

 
$
35,090

 
$
1,489

 
$
48,990


Contract balances are recorded on the consolidated balance sheet in related party assets and other assets for receivables from customers and contract assets (unbilled receivables) depending on whether the customer is a related party. Similarly, contract liabilities (deferred revenue) are included in accounts payable and other liabilities and related party liabilities. When the timing of the Company’s satisfaction of a performance obligation is different from the timing of the payments made by customers, the Company recognizes either a contract asset or a contract liability. Contract assets typically consist of the Company’s estimate of contingent or variable consideration that has been included in the transaction price and recognized as revenue before the contractual payment is due. Contract liabilities typically consist of payments received by the Company prior to the Company satisfying the associated performance obligation.
Consideration in the form of contingent incentive compensation from the Company’s development management agreement with the Great Park Venture is recognized as revenue as services are provided over the expected contract term, although contractual payments are due in connection with distributions made to the members of the Great Park Venture. The Company includes in the transaction price an estimate of incentive compensation only to the extent that a significant reversal of revenue is not probable. In some of its development management agreements, the Company receives compensation equal to the actual general and administrative costs incurred by the Company’s project team. In these circumstances, the Company acts as the principal and recognizes management fee revenues on these reimbursements in the same period that these costs are incurred because the amount to which the Company has the right to invoice corresponds directly with the value consumed by the customer for the Company’s performance to date.
Additionally, the Company’s land sale contracts may include contingent amounts of variable consideration in the form of revenue or profit participation and marketing fees received from the homebuilders in amounts that are determined from the sales price or profitability of the sold homes. Estimates of such variable consideration that the Company expects to be entitled to receive from the homebuilder, if any, is recognized as revenue and a contract asset at the time of land sale, although payments are received in future periods when homebuilders complete home sales.

90


Changes in estimates of variable components of transaction prices, including estimates of variable consideration that are constrained, could result in cumulative catch-up adjustments to revenue that may result in an increase or decrease to contract assets in future periods.
The opening (after initial adoption) and closing balances of the Company’s contract assets for the year ended December 31, 2018 were$39.0 million and $50.6 million, respectively. The increase of $11.6 million between the opening and closing balances of the Company’s contract assets primarily results from an increase of $18.6 million during the year ended December 31, 2018 as a result of a timing difference between the Company’s recognition of revenue earned for the performance of management services and contractual payments due from the customer during the period. Offsetting such increase was the derecognition of $7.0 million, representing variable cash consideration related to a land sale from a previous period. In September 2018, the Company relinquished its rights to the variable consideration in favor of additional entitlements transferred from the buyer that can be used at Candlestick Point and The San Francisco Shipyard communities (see Note 10). The total transaction price for this purchase and sale agreement did not change as a result of the changes to the consideration components. The Company’s opening and closing contract liabilities for the year ended December 31, 2018 were insignificant.
As of December 31, 2018, the aggregate amount of the transaction price allocated to the Company’s partially unsatisfied performance obligations associated with the development management agreement with the Great Park Venture was $56.0 million. The Company will recognize this revenue ratably as services are provided over the expected contract term, which terminates in December 2021, unless extended by mutual agreement by both the Company and the Great Park Venture. At each reporting period the Company will reassess the estimate of the amount of variable consideration the Company is expected to be entitled to such that it is probable that a significant reversal will not occur. Significant judgment is involved in management’s estimate of the amount of variable consideration included in the transaction price. In making this estimate, management utilizes projected cash flows of the operations of the Great Park Venture. These cash flows are significantly affected by estimates and assumptions related to market supply and demand, the local economy, projected pace of sales of homesites, pricing and price appreciation over the estimated selling period, the length of the estimated development and selling periods, remaining development, general, and administrative costs, and other factors. When changes in the estimate occur, a cumulative catch-up will be recorded in the period and the transaction price allocated to the unsatisfied performance obligation will be adjusted. The Company applies the disclosure exemptions associated with remaining performance obligations for contracts with an original expected term of one year or less, contracts for which revenue is recognized in proportion to the amount of services performed and variable consideration that is allocated to wholly unsatisfied performance obligations for services that form part of a series of services.

4.    ACQUISITIONS AND DISPOSALS
On May 2, 2016, the Company completed the Formation Transactions pursuant to the Contribution and Sale Agreement (see Note 1), in which the Company acquired a controlling financial interest in the San Francisco Venture and the Management Company. The acquisitions and the Company’s concurrent investment in the Great Park Venture (see Note 5) transformed the Company into an owner, manager and developer of real estate at three locations. In accordance with ASC 805, Business Combinations, the Company has recorded the acquired assets (including identifiable intangible assets) and liabilities at their respective fair values as of the date of the Contribution and Sale Agreement.
The Company was a party to a cost sharing agreement related to the transactions that were consummated through the Contribution and Sale Agreement in which financial advisory, legal, accounting, tax and other consulting services were shared between the Company, the San Francisco Venture, the Great Park Venture and the Management Company. The Management Company acted as the administrative agent for all the parties. Transaction costs of $1.8 million was incurred directly by the Company or allocated to the Company under the cost sharing agreement during the year ended December 31, 2016 and is included in selling, general, and administrative expense in the accompanying consolidated statement of operations.
The San Francisco Venture
On May 2, 2016, immediately prior to completion of the Formation Transactions, the San Francisco Venture completed a separation transaction (the “Separation Transaction”) pursuant to an Amended and Restated Separation and

91


Distribution Agreement (“Separation Agreement”) in which the equity interests in a subsidiary of the San Francisco Venture known as CPHP Development, LLC (“CPHP”) were distributed directly to the members of the San Francisco Venture: (i) an affiliate of Lennar and (ii) an affiliate of Castlelake, LP (“Castlelake”). The principal terms of the Separation Agreement included the following:
• CPHP was transferred certain acres of land where homes were being built, as well as all responsibility for current and future residential construction on the land;
• Once a final subdivision map is recorded, title to a parking structure parcel at Candlestick Point (“CP Parking Parcel”) was to be conveyed to CPHP and CPHP was to assume the obligation to construct the parking structure and certain other improvements at Candlestick Point;
• CPHP was transferred the membership interest in Candlestick Retail Member, LLC, (“Mall Venture Member”), the entity that had entered into a joint venture (“Mall Venture”) with CAM Candlestick LLC (the “Macerich Member”) to build a fashion outlet retail shopping center (“Retail Project”) above and adjacent to the parking structure that CPHP is to construct on the CP Parking Parcel;
• Once a final subdivision map is recorded, the San Francisco Venture was to convey to the Mall Venture the property on which the Retail Project was to be built (the “Retail Project Property”); and
• CPHP assumed all of the vertical construction loans and EB-5 loan liabilities of the San Francisco Venture, subject to a reimbursement agreement for the portion of the EB-5 loans that were used to fund development of the portion of Candlestick Point and The San Francisco Shipyard that was not transferred to CPHP.
Concurrent with and pursuant to the terms and conditions of the Contribution and Sale Agreement, the limited liability company agreement of the San Francisco Venture was amended and restated to reflect among other things (1) the conversion of the existing members’ interest into Class A units of the San Francisco Venture that are redeemable, at the holder’s option, subject to certain conditions, for Class A Common Units of the Operating Company, (2) the creation of Class B units of the San Francisco Venture and (3) the appointment of the Operating Company as the manager of the San Francisco Venture. In exchange for 378,578 of its Class A Common Units, the Operating Company acquired 378,578 Class A units of the San Francisco Venture that automatically converted into an equal number of Class B units of the San Francisco Venture. As the holder of all the outstanding Class B units of the San Francisco Venture, the Operating Company owns interests that entitle it to receive 99% of all distributions from the San Francisco Venture after the holders of Class A units of the San Francisco Venture have received distributions equivalent to the distributions, if any, paid on the Class A Common Units of the Operating Company. The Company has a controlling financial interest and consolidates the accounts of the San Francisco Venture and reports noncontrolling interest attributed to the outstanding Class A units of the San Francisco Venture.
The equity issued for the San Francisco Venture consisted of the following (in thousands, except unit and per unit amounts):
Class A Common Units in the Operating Company
378,578

Class A units at the San Francisco Venture exchangeable for Class A Common Units in the Operating Company
37,479,205

Total units issued/issuable in consideration
37,857,783

Estimated fair value per Class A Common Unit of the Operating Company
$
23.61

Total equity consideration
$
893,856

Add: contingent consideration
64,870

Less: capital commitment from seller
(120,000
)
Total consideration issued for the San Francisco Venture
$
838,726


The estimated fair value per Class A Common Unit of the Operating Company was determined using a discounted cash flow method projected for the Operating Company to determine a per unit enterprise value as of the acquisition date. As the Class A units of the San Francisco Venture are exchangeable on a one-for-one basis for Class A Common Units of the Operating Company, it was determined that the unit value of a Class A unit of the San Francisco Venture is substantially equal to the unit value of a Class A Common Unit of the Operating Company. The fair value of the noncontrolling interest represented by the Class A units of the San Francisco Venture held by affiliates of Lennar and Castlelake is calculated as the product of the unit value of the Class A units of the San Francisco Venture and the number of Class A units of the San Francisco Venture outstanding and redeemable for Class A Common Units of the Operating Company.

92


Contingent consideration consists of the San Francisco Venture’s obligation (through a subsidiary) to convey the Retail Project Property to the Mall Venture and the CP Parking Parcel to CPHP. The Retail Project Property is to be conveyed pursuant to a development and acquisition agreement, dated November 13, 2014, between the Mall Venture and the San Francisco Venture’s subsidiary (the “Mall DAA”). The former owners of the San Francisco Venture retained the rights to 49.9% of the equity ownership in the Mall Venture through the Separation Agreement; therefore, the conveyance of the Retail Project Property to the Mall Venture represents additional consideration to the former owners, contingent upon the San Francisco Venture obtaining the appropriate governmental approvals required to subdivide and convey the Retail Project Property.
In connection with the Separation Transaction, the former owners agreed to make an aggregate capital commitment to the San Francisco Venture of $120.0 million, payable to the San Francisco Venture in four equal installments, with the first installment paid on May 2, 2016 and the second, third and fourth installments payable within 90, 180 and 270 days thereafter. The second and third installments were paid and received by the San Francisco Venture on August 5, 2016 and November 3, 2016, respectively, and the fourth installment was received on February 2, 2017. The $120.0 million capital commitment from the selling members was determined to be an adjustment to purchase consideration since the amount is a cash inflow to the Company from the former owners of the San Francisco Venture in relation to the acquisition, thereby reducing the fair value of the consideration.
The estimated fair value of the assets acquired and liabilities assumed, as well as the fair value of the noncontrolling interest in the San Francisco Venture as of the acquisition date, is as follows (in thousands):
Assets acquired:
 
Inventories
$
1,038,154

Other assets
827

Liabilities assumed:
 
Macerich Note
(65,130
)
Accounts payable
(17,715
)
Related party liabilities
(117,410
)
Net assets acquired
$
838,726

Adjustment to equity consideration, net (see table above)
55,130

 
$
893,856

Noncontrolling interest in the San Francisco Venture
$
884,917


Inventories consist of land held for development and the right to receive land from the Office of Community Investment and Infrastructure, the Successor to the Redevelopment Agency of the City and County of San Francisco (the “San Francisco Agency”) in accordance with a disposition and development agreement between the San Francisco Venture’s subsidiary and the San Francisco Agency.
Accounts payable consists of payables related to normal business operations. Related party liabilities consist of (i) $102.7 million in EB-5 loan reimbursements to CPHP or its subsidiaries, pursuant to reimbursement agreements that the San Francisco Venture entered into as of May 2, 2016 to reimburse CPHP or its subsidiaries for the proceeds of the EB-5 loans that were used to fund development of the portion of Candlestick Point and The San Francisco Shipyard that were not transferred to CPHP; and (ii) $14.6 million closing cash adjustment payable to CPHP (see Note 10). The Macerich Note is a $65.1 million loan from an affiliate of the Macerich Member (see Note 11).
Management Company
The Management Company was formed in 2009 as a joint venture between the Company’s Chairman and Chief Executive Officer, Emile Haddad, and an affiliate of Lennar. Since being formed, the Management Company had been engaged by the Company as an independent contractor to supervise the day-to-day affairs of the Company and the assets of its subsidiaries. The Company awarded the Management Company a 2.48% ownership interest in the Company’s subsidiary FPL in connection with its engagement as development manager as well as a seat on the Company’s Board of Managers prior to the Formation Transactions. The Management Company has also acted as development manager for the Great Park Venture, under the terms of the development management agreement. Prior to the Formation Transactions, the Management Company also held an ownership interest in the Great Park Venture through an investment in a joint venture with an affiliate of Castlelake (“FPC-HF Venture I”). In 2014, the Management Company sold the rights to 12.5% of all incentive compensation under the development management agreement to FPC-HF Venture I in exchange for its ownership interest in FPC-HF Venture I. Concurrent with and pursuant to the terms and conditions of the Contribution

93


and Sale Agreement, the Management Company amended and restated its limited partnership agreement. Among other things, the principal organizational changes that occurred were as follows:
• Distribution of the Management Company’s ownership interest in FPC-HF Venture I (see Note 5), to its selling shareholders, Emile Haddad and an affiliate of Lennar;
 
• The partnership interests were converted into two classes of partnership interests, designated as Class A interests and Class B interests. Holders of the Management Company’s Class B interests are entitled to receive distributions from the Management Company equal to the amount of any incentive compensation payments the Management Company receives under the development management agreement, as amended and restated (the “A&R DMA”), characterized as “Legacy Incentive Compensation.” Holders of Class A interests are entitled to all other distributions; and
• Admission of FPC-HF Venture I as a 12.5% holder of the Management Company’s Class B interests in exchange for FPC-HF Venture I’s contribution of its right to 12.5% of the Legacy Incentive Compensation, as defined and discussed in Note 10.
By acquiring all of the stock of Five Point Communities Management, Inc. and all of the Class A interests of Five Point Communities, LP, the Company obtained a controlling financial interest in the Management Company and is able to direct all business decisions of the Management Company.
The equity issued for the Management Company, consisted of the following (in thousands, except unit/share and per unit amounts):
Class A common shares of the Company
798,161

Class A Common Units of the Operating Company
6,549,629

Total units/shares issued in consideration
7,347,790

Estimated fair value per Class A Common Unit of the Operating Company and Class A common share of the Company
$
23.61

Total equity consideration
$
173,488

Add: available cash distribution
450

Total consideration issued for the Management Company
$
173,938


A Class A common share of the Company and a Class A Common Unit of the Operating Company issued as consideration were each valued at $23.61.
The estimated total purchase price was allocated to Management Company’s assets and liabilities based upon fair values as determined by the Company, as follows (in thousands):
Assets acquired:
 
Investment in FPL
$
70,000

Intangible asset
129,705

Cash
3,664

Legacy Incentive Compensation receivable from related party
56,232

Related party receivables
5,282

Prepaid expenses and other current assets
328

Liabilities assumed:
 
Other liabilities
(2,397
)
Related party liabilities
(81,996
)
Accrued employee benefits
(6,880
)
Net assets acquired
$
173,938


The intangible asset is a contract asset resulting from the incentive compensation provisions of the A&R DMA. The A&R DMA has an original term commencing on December 29, 2010 and ending on December 31, 2021, with options to renew at the mutual agreement of terms and provisions by both the Company and the Great Park Venture for three additional years and then two additional years. The intangible asset will be amortized over the contract period based on the pattern in which the economic benefits are expected to be received. The investment in FPL, which was stepped up to fair value, eliminates in consolidation as FPL is a consolidated subsidiary of the Company. Related party liabilities are

94


comprised of the Class B distribution rights that were held by Emile Haddad, an affiliate of Lennar and FPC-HF Venture I. The Class B interests were determined to not be a substantive form of equity because the interests only entitle the holders to the Legacy Incentive Compensation payments, and does not expose the holders to the net assets or residual interest of Management Company. Class B distributions will be made when the Management Company receives Legacy Incentive Compensation payments under the A&R DMA. As of December 31, 2018, the Management Company had received $58.3 million of the Legacy Incentive Compensation and made distributions in the same amount to the holders of Class B interests. Related party liabilities also includes an obligation to the Operating Company for $14.1 million representing 12.5% of the Non-Legacy Incentive Compensation under the A&R DMA that the Management Company previously sold to FPC-HF Venture I and that the Operating Company acquired from FPC-HF Venture I in connection with the Contribution and Sale Agreement (see Note 10). This obligation and the Operating Company’s acquired asset are eliminated in the accompanying consolidated balance sheets as of December 31, 2018 and 2017.
The Company recorded revenue and losses related to the acquisition of the Management Company and the San Francisco Venture for the year ended December 31, 2016 as follows (in thousands):
 
2016
Revenue
$
15,223

Loss
$
(11,992
)

Tournament Players Club at Valencia Golf Course Disposal
In January 2018, the Tournament Players Club at Valencia Golf Course was sold for net cash proceeds of $5.7 million, and the buyer’s assumption of certain liabilities, including certain club membership related liabilities. The Company recognized a gain of $6.7 million as a result of the sale and such gain is included in miscellaneous other income in the consolidated statement of operations for the year ended December 31, 2018. The property was operated by the Company as an amenity to the Newhall segment’s fully developed Valencia community and the gain on the sale is included in the Newhall segment’s results for the year ended December 31, 2018.

5.    INVESTMENT IN UNCONSOLIDATED ENTITIES
Great Park Venture
On May 2, 2016, concurrent with and pursuant to the terms and conditions of the Contribution and Sale Agreement, the Great Park Venture amended and restated its limited liability company agreement, which split the previous interests in Great Park Venture into two classes of interests—“Percentage Interests” and “Legacy Interests.” The pre-Formation Transaction owners of Great Park Venture retained the Legacy Interests, which entitle them to receive priority distributions in an aggregate amount equal to $476.0 million and up to an additional $89.0 million from subsequent distributions of cash depending on the performance of the Great Park Venture. The holders of the Percentage Interests will receive all other distributions. As of December 31, 2018, the Great Park Venture has made distributions to the holders of Legacy Interests in the aggregate amount of $355.0 million. Pursuant to the Contribution and Sale Agreement, the Operating Company acquired 37.5% of the Percentage Interests in exchange for issuing 17,749,756 Class A Common Units in the Operating Company to an affiliate of Lennar and to FPC-HF Venture I. Great Park Venture is the owner of Great Park Neighborhoods, a mixed-use, master planned community located in Orange County, California. The Company, through its acquisition of the Management Company, has been engaged to manage the planning, development and sale of the Great Park Neighborhoods and supervise the day-to-day affairs of the Great Park Venture. The Great Park Venture is managed by an executive committee comprised of representatives appointed by only the holders of Percentage Interest. The Company does not control the actions of the executive committee.
 
The cost of the Company’s investment in the Great Park Venture was $114.2 million higher than the Company’s underlying equity in the carrying value of net assets of the Great Park Venture (basis difference). The Company’s earnings from the equity method investment are adjusted by amortization and accretion of the basis differences as the assets and liabilities that gave rise to the basis difference are sold, settled or amortized.


95


The following table summarizes the statement of operations of the Great Park Venture for years ended December 31, 2018 and 2017 and for the period from the acquisition date of May 2, 2016 to December 31, 2016 (in thousands):
 
2018
 
2017
 
2016
Land sale revenues
$
175,689

 
$
480,934

 
$
22,505

Cost of land sales
(118,115
)
 
(339,100
)
 
(12,093
)
Other costs and expenses
(54,506
)
 
(105,772
)
 
(82,392
)
Net income (loss) of Great Park Venture
$
3,068

 
$
36,062

 
$
(71,980
)
The Company’s share of net income (loss)
$
1,151

 
$
13,523

 
$
(26,992
)
Basis difference (amortization) accretion
(2,057
)
 
(7,763
)
 
25,636

Equity in (loss) earnings from Great Park Venture
$
(906
)
 
$
5,760

 
$
(1,356
)

The following table summarizes the balance sheet data of the Great Park Venture and the Company’s investment balance as of December 31, 2018 and 2017 (in thousands):
 
2018
 
2017
Inventories
$
1,059,717

 
$
1,089,513

Cash and cash equivalents
60,663

 
336,313

Receivable and other assets
33,836

 
21,778

Total assets
$
1,154,216

 
$
1,447,604

Accounts payable and other liabilities
$
152,809

 
$
225,588

Redeemable Legacy Interests
209,967

 
445,000

Capital (Percentage Interest)
791,440

 
777,016

Total liabilities and capital
$
1,154,216

 
$
1,447,604

The Company’s share of capital in Great Park Venture
$
296,790

 
$
291,381

Unamortized basis difference
128,863

 
132,111

The Company’s investment in the Great Park Venture
$
425,653

 
$
423,492



Gateway Commercial Venture
On August 4, 2017, the Company entered into the Limited Liability Company Agreement of Five Point Office Venture Holdings I, LLC, a Delaware limited liability company (the “Gateway Commercial Venture”), made a capital contribution of $106.5 million to the Gateway Commercial Venture, and received a 75% interest in the venture. 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.

96


On August 10, 2017, through its wholly owned subsidiaries, the Gateway Commercial Venture completed the purchase of the Five Point Gateway Campus located in Irvine, California. The purchase price of $443.0 million was funded using capital contributions by the members of the Gateway Commercial Venture and $291.2 million in debt financing. The financing arrangement also provides for an additional $48.0 million to be borrowed for the cost of tenant improvements, leasing expenditures and certain capital expenditures. The debt obtained by the Gateway Commercial Venture is non-recourse to the Company other than in the case of customary “bad act” or bankruptcy or insolvency events. In July 2018, the Company made a capital contribution of $8.4 million to the Gateway Commercial Venture. The contribution, which related to funding of tenant improvements, is expected to be distributed back to the Company following completion of the tenant improvements. As of December 31, 2018, the Gateway Commercial Venture has made distributions totaling $6.5 million to the Company with the remaining balance expected to be received in 2019.
The following table summarizes the statement of operations of the Gateway Commercial Venture for the year ended December 31, 2018 and from August 4, 2017 (the date of our initial investment) to December 31, 2017 (in thousands):
 
2018
 
2017
Rental revenues
$
26,580

 
$
9,245

Rental operating and other expenses
(4,963
)
 
(1,091
)
Depreciation and amortization
(11,730
)
 
(4,504
)
Interest expense
(11,563
)
 
(3,629
)
Net (loss) income of Gateway Commercial Venture
$
(1,676
)
 
$
21

Equity in (loss) earnings from Gateway Commercial Venture
$
(1,257
)
 
$
16

The following table summarizes the balance sheet data of the Gateway Commercial Venture and the Company’s investment balance as of December 31, 2018 and 2017 (in thousands):
 
2018
 
2017
Real estate and related intangible assets, net
$
464,123

 
$
448,795

Other assets
14,833

 
7,211

Total assets
$
478,956

 
$
456,006

Notes payable, net
$
295,440

 
$
286,795

Other liabilities, net
40,521

 
27,190

Members’ capital
142,995

 
142,021

Total liabilities and capital
$
478,956

 
$
456,006

The Company’s investment in the Gateway Commercial Venture
$
107,246

 
$
106,516



6.    NONCONTROLLING INTERESTS
The Holding Company’s wholly owned subsidiary is the managing general partner of the Operating Company and at December 31, 2018, the Holding Company and its wholly owned subsidiary owned approximately 61.7% of the outstanding Class A Common Units of the Operating Company, 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 38.3% of the outstanding Class A Common Units of the Operating Company.
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

97


distributions and similar events), or (ii) cash in an amount equal to the market value of such shares at the time of exchange. Whether such units are acquired by the Company in exchange for Class A common shares or for cash, if the holder also owns Class B common shares, then 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.
 
The San Francisco Venture has two classes of units—Class A units and Class B 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 affiliates of Lennar and affiliates of 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 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.
Pursuant to the First Amendment to the Second Amended and Restated Limited Liability Company Agreement of The Shipyard Communities, LLC, dated as of February 13, 2019, the San Francisco Venture was authorized to issue Class C units to an affiliate of Lennar that agreed to contribute $25.0 million to the San Francisco Venture in exchange for the issuance of 25 million units of the new class of membership interest. Provided that Lennar completes the construction of a certain number of new homes in Candlestick Point as contemplated under its 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 Candlestick Point project, in an aggregate amount equal to 50% of any reimbursements up to a maximum amount of $25.0 million. Upon a liquidation of the San Francisco Venture, the holders of Class C Units are entitled to a liquidation preference in an aggregate amount equal to the cumulative amount of reimbursements received, less the aggregate amount previously paid to redeem Class C units. 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 distributions. 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 Point development.
Net (loss) income attributable to the noncontrolling interests on the consolidated statements of operations represents the portion of earnings attributable to the economic interest in the Company held by the noncontrolling interests. The Company allocates (loss) income to noncontrolling interests based on the substantive profit sharing provisions of the applicable operating agreements.
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 (see Note 7). Additionally, other issuances of common shares of the Holding Company or common units of the Operating Company results in changes to the noncontrolling interest percentage as well as the total net assets of the Company. As a result, all equity transactions result in an allocation between equity and the noncontrolling interest in the Company’s consolidated balance sheets and statements of capital to account for the changes in the noncontrolling interest ownership percentage as well as the change in total net assets of the Company.
During the year ended December 31, 2018, the Holding Company increased its ownership interest in the Operating Company as a result of equity transactions related to the Company’s share-based compensation plan and

98


exchanges of Class A Common Units of the Operating Company for Class A common shares. During the year ended December 31, 2017, the Holding Company’s ownership interest in the Operating Company changed as a result of the Holding Company acquiring Class A Common Units of the Operating Company with the proceeds of the Holding Company’s IPO, the sale of Class A Common Units of the Operating Company in a private placement with Lennar, and equity transactions related to the Company’s share-based compensation plan.
 
7.    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 TRA related obligation, which was $169.5 million and $152.5 million at December 31, 2018 and 2017 respectively. The Operating Company has investments in and consolidates the assets and liabilities of the San Francisco Venture, Five Point Communities, LP and FPL, all of which have also been determined to be VIEs.
The San Francisco Venture is a VIE as the limited partners (or functional equivalent) 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 its 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 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 (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 December 31, 2018, the San Francisco Venture had total combined assets of $1,151.4 million, primarily comprised of $1,137.0 million of inventories and $12.3 million in cash and total combined liabilities of $260.8 million including $168.9 million in related party liabilities and $65.1 million in notes payable.
As of December 31, 2017, the San Francisco Venture had total combined assets of $1,074.1 million, primarily comprised of $1,063.9 million of inventories and $8.4 million in cash and total combined liabilities of $269.2 million including $177.4 million in related party liabilities and $65.1 million in notes payable.
Those assets are owned by, and those liabilities are obligations of, the San Francisco Venture, not the Company. The San Francisco Venture is not a guarantor 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 debt. 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 other partners 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 did not guarantee any debt of the San Francisco Venture.
Five Point Communities, LP and FPL are VIEs as in each case the limited partners (or functional equivalent) have disproportionately fewer voting rights and substantially all of the activities of the entities are conducted on behalf of the limited partners and their related parties. The Operating Company, or a wholly owned subsidiary of the Operating Company, is the primary beneficiary of Five Point Communities, LP and FPL.
As of December 31, 2018, Five Point Communities, LP and FPL had combined assets of $745.3 million, primarily comprised of $559.1 million of inventories, $95.9 million of intangibles, $54.3 million in related party assets and $0.1 million in cash, and total combined liabilities of $118.1 million, including $108.6 million in accounts payable and other liabilities and $9.5 million in related party liabilities.

99


As of December 31, 2017, Five Point Communities, LP and FPL had combined assets of $543.5 million, primarily comprised of $361.9 million of inventories, $127.6 million of intangibles, $3.1 million in related party assets and $12.3 million in cash, and total combined liabilities of $131.0 million, including $117.1 million in accounts payable and other liabilities and $9.1 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 years ended December 31, 2018, 2017 and 2016, respectively, there were no VIEs that were deconsolidated.

8.     PROPERTIES AND EQUIPMENT, NET
Properties and equipment as of December 31, 2018 and 2017 consisted of the following (in thousands):

 
2018
 
2017
Agriculture operating properties and equipment
$
29,975

 
$
29,689

Other
7,166

 
4,890

Total properties and equipment
37,141

 
34,579

Accumulated depreciation
(5,464
)
 
(4,923
)
Properties and equipment, net
$
31,677

 
$
29,656


Depreciation expense was $0.8 million, $1.1 million and $1.0 million for the years ended December 31, 2018, 2017 and 2016 respectively.

9.    INTANGIBLE ASSET, NET—RELATED PARTY
In connection with the Company’s acquisition of the Management Company (see Note 4), the Company acquired an intangible asset related to the contract value of the incentive compensation provisions of the Management Company’s development management agreement with the Great Park Venture. The carrying amount and accumulated amortization of the intangible asset as of December 31, 2018 and 2017 were as follows (in thousands):
 
2018
 
2017
Gross carrying amount
$
129,705

 
$
129,705

Accumulated amortization
(33,788
)
 
(2,112
)
Net book value
$
95,917

 
$
127,593



The Company recorded amortization expense of $12.5 million for the year ended December 31, 2018, which is included in the cost of management services in the accompanying consolidated statement of operations. Amortization expense is recognized using a relative value method based on revenue recognition attributable to incentive compensation. No amortization expense was recorded for the year ended December 31, 2017, as the Company did not recognize any economic benefits from incentive compensation. Additionally, in connection with the transition adjustment recorded for the adoption of ASU No. 2014-09 on January 1, 2018, the Company recorded an increase to accumulated amortization of $19.2 million (see Note 2).


100


10.     RELATED PARTY TRANSACTIONS
Related party assets and liabilities included in the Company’s consolidated balance sheets as of December 31, 2018 and 2017 consisted of the following (in thousands):

 
2018
 
2017
Assets:
 
 
 
Contract asset (see Note 3)
$
49,834

 
$

Prepaid rent
5,972

 

Other
5,233

 
3,158

 
$
61,039

 
$
3,158

Liabilities:
 
 
 
EB-5 loan reimbursements
$
102,692

 
$
102,692

Contingent consideration—Mall Venture project property
64,870

 
64,870

Deferred land sale revenue

 
9,860

Payable to holders of Management Company’s Class B interests
9,000

 
9,000

Other
1,978

 
248

 
$
178,540

 
$
186,670


Development Management Agreement with the Great Park Venture (Legacy 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 compensation structure in place as per the A&R DMA consists of a base fee and incentive compensation. The base fee consists of a fixed annual fee and a variable fee equal to general and administrative costs incurred by the Management Company on behalf of the Great Park Venture. Incentive compensation is characterized as “Legacy Incentive Compensation” and “Non-Legacy Incentive Compensation.” The Legacy Incentive Compensation consists of the following: (i) $15.2 million, which was received by the Management Company on May 2, 2016; (ii) $43.1 million received by the Management Company on January 3, 2017; and (iii) a maximum of $9.0 million of incentive compensation payments attributed to contingent payments made under a cash flow participation agreement the Great Park Venture is a party to. Generally, the Non-Legacy Incentive Compensation is 9% of distributions made by the Great Park Venture, as defined in the A&R DMA, excluding the distributions to the holders of Legacy Interests of $565.0 million (see Note 5).
Due to the contingencies associated with the portion of the Legacy Incentive Compensation (maximum of $9.0 million) that has not been received and the Non-Legacy Incentive Compensation, no receivable was recognized at the acquisition date for these components and instead an intangible asset at fair value, was recognized at the acquisition date (see Note 4). Adoption of the new revenue guidance on January 1, 2018 (see Note 3) impacted the Company’s recognition of variable Legacy and Non-Legacy Incentive Compensation consideration. Previously, revenue was recognized when contingencies associated with the amount and timing of the consideration were resolved. Under the new guidance, estimates of the amount of variable consideration that the Company expects to be entitled to receive as revenue are recognized over time as management services are provided. Upon transitioning to the new guidance, the Company adjusted its opening balance sheet on January 1, 2018 to reflect a contract asset of $29.4 million representing an estimate of the cumulative amount of consideration the Company expected to be entitled to receive for services provided through the adoption date. At December 31, 2018, a contract asset balance of $47.7 million is included in related party assets on the accompanying consolidated balance sheet attributed to Legacy and Non-Legacy Incentive Compensation.
For the years ended December 31, 2018, 2017 and 2016, the Company recognized revenue from management services of $35.1 million (including incentive compensation), $16.2 million and $13.3 million,

101


respectively, related to all management fees under the A&R DMA and such revenues are included in management services—related party in the accompanying consolidated statements of operations. At December 31, 2018 and 2017, the Company had a receivable from the Great Park Venture of $3.0 million and $2.9 million, respectively, related to cost reimbursements under the A&R DMA. The receivable amounts are included in other related party assets in the table above. The current term of the A&R DMA ends in December 2021 and provides for term extensions at the mutual agreement of terms and provisions by both the Company and the Great Park Venture.

Purchase of Indirect Legacy Interest in Great Park Venture
In June 2018, the Company purchased an indirect interest in rights to certain Legacy Interests in the Great Park Venture that were held by Emile Haddad. At December 31, 2018, the carrying value of the purchased interests was $1.8 million and is included in other related party assets in the table above.
Five Point Gateway Campus Lease
In August 2017, the Company entered into a 130-month full service gross lease with the Gateway Commercial Venture, and the Company relocated its Orange County, California offices to the newly leased office space at the Five Point Gateway Campus in December 2018. At December 31, 2018, the Company had a prepaid rent balance of $6.0 million.
EB-5 Loan Reimbursements
The San Francisco Venture has entered into reimbursement agreements for which it has agreed to reimburse CPHP or its subsidiaries for a portion of the EB-5 loan liabilities and related interest that were assumed by CPHP or its subsidiaries pursuant to the Separation Agreement. At both December 31, 2018 and 2017, the balance of the payable to CPHP or its subsidiaries was $102.7 million. Interest is paid monthly and totaled $4.2 million for each of the years ended December 31, 2018 and 2017. All of the incurred interest for the years ended December 31, 2018 and 2017 was capitalized into inventories as interest on development and construction costs. The weighted average interest rate as of December 31, 2018 was 4.1%. Principal payments of $39.4 million and $63.3 million are due in 2019 and 2020, respectively.
Contingent Consideration to Class A Members of the San Francisco Venture
Under the terms of the Separation Agreement, the San Francisco Venture retained the obligation under the Mall DAA to subdivide and convey the Retail Project Property to the Mall Venture, and the former owners of the San Francisco Venture retained the rights to 49.9% of the equity ownership in the Mall Venture. The obligation to convey the Retail Project Property to the Mall Venture represents additional consideration as the conveyance of the Retail Project Property provides direct benefit to the former owners (see Note 4).
In early 2019, after discussions between the Company, CPHP and the Macerich Member, the parties determined not to proceed with the Retail Project. As a result of terminating the Retail Project, the obligation of the San Francisco Venture to convey the CP Parking Parcel and the Retail Project Property was terminated, and the San Francisco Venture was also released from certain development obligations. In return, the San Francisco Venture repaid the Macerich Note and accrued interest (see Note 11). Additionally, the San Francisco Venture issued an aggregate of 436,498 of its Class A Units (while the Company concurrently sold 436,498 of the Company’s Class B common shares) to affiliates of Lennar and Castlelake (see Note 13). The San Francisco Venture can now redevelop these parcels for alternative uses.
Payables to Holders of Management Company’s Class B Interests
Holders of the Management Company’s Class B interests are entitled to receive all distributions from the Management Company that are attributable to any Legacy Incentive Compensation received by the Management Company. The Management Company made a $43.1 million payment to the holders of Class B interests of the Management Company in January 2017 in connection with the Management Company’s January 2017 collection of

102


Legacy Incentive Compensation in the same amount. No payments were made during the year ended December 31, 2018.
Transition Services Agreement
The Operating Company has engaged a subsidiary of Lennar to provide certain services, support, and resources to the Company under a Transition Services Agreement (“TSA”). The TSA was amended on May 1, 2018, which resulted in reduced services that substantially ceased at the end of 2018. For the years ended December 31, 2018, 2017 and 2016, the Company incurred $1.4 million, $1.8 million and $1.0 million, respectively, in costs for office space licensing and transition services. As of December 31, 2018 and 2017, the Company had related party payables of $0.1 million and $0.2 million, respectively, related to the various components of the TSA.

San Francisco Bay Area Development Management Agreements
The Company has entered into development management agreements with affiliates of Lennar and Castlelake in which the Company will provide certain development management services to various real estate development projects located in the San Francisco Bay area. The agreements generally consist of a fixed management fee and in some cases a variable fee equal to general and administrative costs incurred by the Company. In most cases the management agreements terminate upon project development milestones. For the years ended December 31, 2018, 2017 and 2016, the Company recognized revenue from these management services of $4.4 million, $5.8 million and $3.5 million, respectively. Revenues related to management fees under the San Francisco Bay area development management agreements are included in management services—related party in the accompanying consolidated statements of operations.

Gateway Commercial Venture Property Management Agreement
The Company has entered into a property management agreement with Gateway Commercial Venture in which the Company will provide certain property management services to the Five Point Gateway Campus. The agreement consists of a base management fee, calculated as the greater of a determined fixed value or percentage of gross rent, plus additional fees, when applicable, pertaining to management of tenant improvements and securing tenants. For the years ended December 31, 2018 and 2017, the Company recognized revenue from these management services of $1.5 million and $0.5 million, respectively, which is included in management services—related party in the accompanying consolidated statement of operations. At December 31, 2018, the Company had a contract asset balance of $0.2 million related to these management fees from the Gateway Commercial Venture.
Candlestick Point Purchase and Sale Agreements
The San Francisco Venture has entered into purchase and sale agreements with an affiliate of Lennar and Castlelake to sell homesites at Candlestick Point including one agreement for 3.6 acres of land where up to 390 for-sale homesites are planned to be built and one agreement for land that includes additional airspace parcels above the planned Retail Project where multi-family homesites were planned to be built. The Company was required to complete certain conditions prior to the close of escrow of the sale of the airspace parcels above the planned Retail Project, including recording the subdivision of the land and airspace parcels into separate legal parcels. The San Francisco Venture closed escrow on the for-sale homesites in January 2017 resulting in gross proceeds of $91.4 million. At December 31, 2017, the Company had $9.9 million of deferred revenue on this sale related to completion of certain infrastructure improvements. In transitioning to the new revenue recognition guidance (see Note 3), the Company determined that it transferred control of the land in connection with the 2017 land sale and satisfied the performance obligation to the buyer at the time of the sale, as such, the Company recognized $9.9 million in deferred revenues, and the associated inventory relief, directly to capital on January 1, 2018.
In connection with the termination of the Retail Project in early 2019 described above, the purchase and sale agreement for the planned multi-family homesites was terminated.

103


Entitlement Transfer Agreement
In December 2016, the San Francisco Venture entered into an agreement with an affiliate of Lennar and Castlelake pursuant to which an affiliate of Lennar and Castlelake agreed to transfer to the San Francisco Venture entitlements for the right to construct (1) at least 172 homesites (or, if greater, the number of entitled homesites that are not developed or to be developed by or on behalf of the San Francisco Agency or by residential developers on the land transferred to CPHP) and (2) at least 70,000 square feet of retail space (or, if greater, the amount of entitled retail space that is not developed or to be developed by or on behalf of the San Francisco Agency or by commercial developers on the land transferred to CPHP) for use in the development of other portions of Candlestick Point and The San Francisco Shipyard. The Company successfully received the necessary government approvals to effectuate the transfer of the entitlements in 2018, relinquished its rights to certain variable consideration related to the Candlestick Point purchase and sale agreements, and received the additional entitlements (see Note 3).

11.    NOTES PAYABLE, NET

At December 31, 2018 and 2017, notes payable consisted of the following (in thousands):
 
2018
 
2017
7.875 % Senior Notes due 2025
$
500,000

 
$
500,000

Macerich Note
65,130

 
65,130

Settlement Note

 
5,000

Unamortized debt issuance costs and discount
(8,126
)
 
(9,512
)
 
$
557,004

 
$
560,618


Senior Notes
In November 2017, the Operating Company and Five Point Capital Corp., a directly wholly owned subsidiary of the Operating Company (the “Co-Issuer” and, together with the Operating Company, the “Issuers”), offered, sold and issued $500.0 million aggregate principal amount of 7.875% unsecured senior notes due November 15, 2025 at 100% of par (the “Senior Notes”). Proceeds from the offering, after underwriting fees and offering expenses were $490.7 million. Interest on the notes is payable on May 15 and November 15 of each year. Interest incurred, including amortization of debt issuance costs, on the Senior Notes during the years ended December 31, 2018 and 2017 totaled $39.8 million and $4.6 million, respectively. All interest incurred was capitalized to inventories in both years.
The Senior Notes are redeemable at the option of the Issuers, in whole or in part, at any time, and from time to time, on or after November 15, 2020, at a declining call premium as set forth in the indenture governing the Senior Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. In addition, at any time prior to November 15, 2020, the issuers may redeem some or all of the Senior Notes at a price equal to 100% of the aggregate principal amount of the Senior Notes redeemed, plus a “make-whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. Lastly, prior to November 15, 2020, the Issuers may redeem up to 35% of the aggregate principal amount of the Senior Notes with an amount equal to the net cash proceeds from certain equity offerings, at a redemption price equal to 107.875% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
The Senior Notes are guaranteed jointly and severally, by certain direct and indirect subsidiaries of the Issuers (the “Guarantors”, other than the Co-Issuer), however the Issuers non-guarantor subsidiaries represent substantially all of the operations and total assets of the Issuers. The Senior Notes are senior in right of payment to all of the Issuers’ and Guarantors’ subordinated indebtedness, equal in right of payment with all of the Issuers’ and the Guarantors’ senior indebtedness, without giving effect to collateral arrangements in the case of secured indebtedness, effectively subordinated to any of the Issuers’ and the Guarantors’ secured indebtedness, to the extent of the value of the assets securing such indebtedness, and structurally subordinated to all of the existing and future

104


liabilities (including trade payables but excluding intercompany liabilities) or preferred equity of each of the Operating Company’s subsidiaries that do not guarantee the Senior Notes (other than the Co-Issuer).
Macerich Note
On November 13, 2014, in connection with entering into the Mall Venture and Mall DAA, a wholly-owned subsidiary of the San Francisco Venture issued a promissory note (the “Macerich Note”) to an affiliate of the Macerich Member in the amount of $65.1 million, bearing interest at 360-day LIBOR plus 2.0% (5.01% at December 31, 2018). It was anticipated that upon completion of certain conditions, including the conveyance of the Retail Project Property to the Mall Venture, the Macerich Member, in several steps, would cause the Macerich Note to be distributed to the Company, resulting in the extinguishment of the Macerich Note. However in early 2019, in connection with the termination of the Retail Project (see Note 10), the Company repaid the Macerich Note, plus paid or caused to be paid outstanding accrued interest of approximately $11.1 million. Offsetting the Company’s payment was a concurrent contribution to the San Francisco Venture of approximately $5.5 million from the members of CPHP (affiliates of Lennar and Castlelake).
Settlement Note
The settlement note represents the settlement of an April 2011 third party dispute related to a prior land acquisition in which the Company issued a $12.5 million non-interest-bearing promissory note. At issuance, the Company recorded a discount on the face value of the promissory note at an imputed interest rate of approximately 12.8%. Amortization expense of this discount is capitalized to the Company’s inventory each period. During the years ended December 31, 2018, 2017 and 2016, the Company capitalized amortization expense of $0.3 million, $0.5 million and $0.7 million, respectively. The Company made its final principal payment on the settlement note of $5.0 million in April 2018.
Revolving Credit Facility
The Company has a revolving credit facility (the “Revolving Credit Facility”), with aggregate commitments to $125.0 million. The Revolving Credit Facility matures on April 18, 2020, 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 the lenders. Borrowings under the Revolving Credit Facility bear interest at LIBOR plus a margin ranging from 1.75% to 2.00% based on the Company’s leverage ratio. As of December 31, 2018, no funds have been drawn on the Revolving Credit Facility, however letters of credit of $1.0 million are issued and outstanding under the Revolving Credit Facility as of December 31, 2018, thus reducing the available capacity by the outstanding letters of credit amount.

12.    TAX RECEIVABLE AGREEMENT
Simultaneous with, but separate and apart from the Formation Transactions on May 2, 2016, the Company entered into a TRA with all of the holders of Class A Common Units of the Operating Company and all the holders of Class A Units of the San Francisco Venture (as parties to the TRA, the “TRA Parties”). The TRA provides for payment by the Company to the TRA Parties or their successors of 85% of the amount of cash savings, if any, in income tax the Company realizes as a result of:
(a) Increases in the Company’s tax basis attributable to exchanges of Class A Common Units of the Operating Company for Class A common shares of the Company or cash or certain other taxable acquisitions of equity interests by the Operating Company.
After a 12 month holding period, holders of Class A Common Units of the Operating Company will be able to exchange their units for, at the Company’s option, either 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 cash in an amount equal to the market value of such shares at the time of exchange. The Company expects that basis adjustments resulting from these

105


transactions, if they occur, are likely to reduce the amount of income tax the Company would otherwise be required to pay in the future.
(b) Allocations that result from the application of the principles of Section 704(c) of the Code.
Section 704(c) of the Code, and the U.S. Treasury regulations promulgated thereunder, require that items of income, gain, loss and deduction that are attributable to the Operating Company’s directly and indirectly held property, including property contributed to the Operating Company pursuant to the Formation Transactions and the property held by the Operating Company prior to the Formation Transactions, must be allocated among the members of the Operating Company to take into account the difference between the fair market value and the adjusted tax basis of such assets on May 2, 2016. As a result, the Operating Company will be required to make certain special allocations of its items of income, gain, loss and deduction that are attributable to such assets. These allocations, like the increases in tax basis described above, are likely to reduce the amount of income tax the Company would otherwise be required to pay in the future.
(c) Tax benefits related to imputed interest or guaranteed payments deemed to be paid or incurred by the Company as a result of the TRA.
At December 31, 2018 and 2017, the Company’s consolidated balance sheets include liabilities of $169.5 million and $152.5 million, respectively, for payments expected to be made under certain components of the TRA which the Company deems to be probable and estimable. Management deems a TRA payment related to the benefits expected to be received by the Company under the application of Section 704(c) of the Code to be probable and estimable when an event occurs that results in the Company measuring the Operating Company’s direct or indirectly held property at fair value in the Company’s consolidated balance sheet or the sale of such property at fair value. Either of these activities are indicators that the difference between the fair market value of the property and the adjusted tax basis has been or will be realized, resulting in special allocations of income, gain, loss or deduction that are likely to reduce the amount of income taxes that the Company would otherwise pay. The Company may record additional TRA liabilities related to properties not currently held at fair value when those properties are recognized or realized at fair value. Furthermore, the Company may record additional liabilities under the TRA if and when TRA Parties exchange Class A Common Units of the Operating Company for the Company’s Class A common shares or other equity transactions that impact the Holding Company’s ownership in the Operating Company. During the year ended December 31, 2017, the Company adjusted its recorded TRA liability as a result of equity transactions during the period, including the IPO and private placement. Changes in the Company’s estimates of the utilization of its deferred tax attributes and tax rates in effect may also result in subsequent changes to the amount of TRA liabilities recorded. At the end of the 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted into law, which reduced the federal corporate tax rate from 35% to 21%. As a result of this reduction, the value of the benefit that the Company will receive from tax attributes and tax items that are the subject of the TRA was reduced and, as a result, the TRA liability was also reduced. During the year ended December 31, 2018, the Company adjusted its recorded TRA liability as a result of several exchanges of Class A Common Units of the Operating Company for the Company’s Class A common shares as well as certain other equity transactions associated with share based compensation. As a result of these changes, the value of the benefit that the Company will receive from tax attributes and tax items that are the subject of the TRA increased and, as a result, the TRA liability was increased.
The term of the TRA will continue until all such tax benefits under the agreement have been utilized or expired, unless the Company exercises its right to terminate the TRA for an amount based on an agreed value of payments remaining to be made under the agreement. No TRA payments were made during the years ended December 31, 2018, 2017 and 2016.

13.    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 performance of the Operating Company or its subsidiaries.

106


Operating Leases
The Company has entered into agreements to lease certain office facilities and equipment under operating leases. The Company also leases portions of its land to third parties for agricultural operations. As of December 31, 2018, minimum lease payments to be made under operating leases with initial terms in excess of one year and minimum lease payments to be received under noncancelable leases are as follows (in thousands):
Years Ending December 31,
 
Rental
Payments
 
Rental 
Receipts
2019
 
$
5,790

 
$
633

2020
 
4,846

 
556

2021
 
5,263

 
193

2022
 
5,420

 
145

2023
 
5,583

 
142

Thereafter
 
13,065

 
925

 
 
$
39,967

 
$
2,594



Rent expense for the years ended December 31, 2018, 2017 and 2016, was $2.7 million, $2.7 million and $1.8 million, respectively.
Newhall Ranch Project Approval Settlement
In September 2017, the Company reached a settlement (the “Newhall Settlement”) with key national and state environmental and Native American organizations that were petitioners (the “Settling Petitioners”) in various legal challenges to Newhall Ranch’s regulatory approvals and permits (see Legal Proceedings below). As of December 31, 2018, the Company has recorded a liability, included in accounts payable and other liabilities in the accompanying consolidated balance sheets, of $36.5 million associated with certain obligations of the settlement. The Holding Company has provided a guaranty to the Settling Petitioners for monetary payments due from the Company as required under the Newhall Settlement. As of December 31, 2018, the remaining estimated maximum potential amount of monetary payments subject to the guaranty was $43.3 million with the final payment due in 2026. The Company did not reach a settlement with two local environmental organizations that have pending challenges to certain approvals for Newhall Ranch (the “Non-Settling Petitioners”).
Water Purchase Agreement
The Company is subject to a water purchase agreement requiring annual payments in exchange for the delivery of water for the Company’s exclusive use. The agreement has an initial 35-year term, which expires in 2039 with an option for a second 35-year term. During the year ended December 31, 2018, the Company made a payment of $1.2 million. The annual minimum payments for years 2019 to 2023 are $1.2 million, $1.3 million, $1.3 million, $1.4 million, and $1.4 million respectively. At December 31, 2018, the aggregate annual minimum payments remaining under the initial term total $36.3 million.
Newhall Ranch Infrastructure Project
In January 2012, the Company entered into an agreement with Los Angeles County, in which the Company will finance up to a maximum of $45.8 million for the construction costs of an interchange project that Los Angeles County is managing. The interchange project is a critical infrastructure project that will benefit Newhall Ranch. As of December 31, 2018, the Company has made aggregate payments of $37.0 million and the interchange project is expected to be completed in 2019. There is also a provision for the Company to pay Los Angeles County interest on defined unreimbursed construction costs incurred prior to the reimbursement payment. Upon the final payment, Los Angeles County will credit the Company, in the form of bridge and thoroughfare construction fee district fee credits, an amount equal to the Company’s actual payments, exclusive of any interest payments. These credits are eligible for application against future bridge and thoroughfare fees the Company may incur. At December 31, 2018 and

107


2017, the Company had $7.6 million and $5.6 million, respectively, included in accounts payable and other liabilities in the accompanying consolidated balance sheets, representing unreimbursed construction costs payable to Los Angeles County.
Agreement Regarding Mall Venture
On May 2, 2016, the Company entered into an agreement with CPHP pursuant to which, upon completion of the Retail Project, CPHP was to contribute all of its interests in the Mall Venture Member to the Operating Company in exchange for 2,917,827 Class A Common Units of the Operating Company (see Note 4). Additionally, CPHP was to purchase an equal amount of Class B common shares from the Holding Company at a price of $0.00633 per share. If the Company or CPHP failed to achieve certain milestones, including the conveyance to the Mall Venture of the Retail Project Property on or prior to December 31, 2017, subject to certain extensions, Macerich would have the right to terminate the joint venture, require the Company to repay the $65.1 million Macerich Note (see Note 11) and to pay certain termination fees (50% of such termination fees would be funded by CPHP). However, the Company would no longer be obligated to transfer the Retail Project Property to the Retail Project or the CP Parking Parcel to CPHP and instead would be obligated to issue 436,498 Class A Common Units of the Operating Company to CPHP or its designees and CPHP or its designees will purchase an equal amount of Class B common shares from the Holding Company at a price of $0.00633 per share. The Retail Project Property had not been conveyed to the Mall Venture as of December 31, 2017. In early 2019, the Retail Project was terminated (see Note 10) and the Company repaid the Macerich Note, plus termination fees and issued affiliates of Lennar and Castlelake 436,498 Class A Units of the San Francisco Venture that are redeemable for Class A Common Units of the Operating Company and sold an equal number of Class B common shares. The Company can now redevelop these parcels for alternative uses.
Candlestick Point Development Agreement
On May 2, 2016, the Company entered into a development agreement with CPHP whereby among other things, CPHP agreed to be responsible for all design and construction costs associated with the parking structure to be built on the CP Parking Parcel, up to $240.0 million, and the Company agreed to reimburse CPHP for design and construction costs in excess of $240.0 million. In early 2019, the development agreement was terminated by the Company and CPHP concurrent with the termination of the Retail Project (see Note 10).
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 $73.5 million and $79.9 million as of December 31, 2018 and 2017, respectively.
Candlestick Point and San Francisco Shipyard Disposition and Development Agreement
The San Francisco Venture is a party to a disposition and development agreement with the San Francisco Agency in which the San Francisco Agency will convey portions of Candlestick Point and The San Francisco Shipyard owned or acquired by the San Francisco Agency to the San Francisco Venture for development. The San Francisco Venture will 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 Point and The San Francisco Shipyard if certain thresholds are met. As of December 31, 2018 the thresholds have not been met.
At December 31, 2018, the 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 $197.8 million.

108


Letters of Credit
At December 31, 2018 and December 31, 2017, the Company had outstanding letters of credit totaling $2.4 million and these letters of credit were issued to secure various development and financial obligations. At December 31, 2018 and December 31, 2017, the Company had restricted cash and certificates of deposit of $1.4 million pledged as collateral under certain of the letters of credit agreements.
Legal Proceedings
California Department of Fish and Wildlife Permits
In January 2011, petitioners Center for Biological Diversity, California Native Plant Society, and Wishtoyo Foundation/Ventura Coastkeeper, Santa Clarita Organization for Planning and the Environment (“SCOPE”) and Friends of the Santa Clara River filed a complaint in Los Angeles County Superior Court (“Superior Court”) challenging the validity of certain aspects of the environmental impact report (“EIR”) portion of the EIR/Environmental Impact Statement (“EIR/EIS”) for the Newhall Ranch project. In November 2015, following lower court proceedings, the California Supreme Court (“Supreme Court”) reversed the Court of Appeal’s judgment on three issues raised in the case, namely: (i) the EIR’s greenhouse gas (“GHG”) emissions significance findings, (ii) the EIR’s mitigation measures for a protected fish species (“Stickleback”), and (iii) the timeliness of public comments on impacts to cultural resources and another sensitive fish species; and remanded to the Court of Appeal for reconsideration and new decision. In July 2016, after the remand, the Court of Appeal issued a new decision in favor of California Department of Fish and Wildlife (“CDFW”) and the Company as to the public comment issues. After further proceedings, the Court of Appeal remitted the case to the trial court, and that court issued the judgment and writ of mandate proposed by the CDFW as to the GHG and Stickleback issues. In February 2017, petitioners filed a notice of appeal challenging the scope of the trial court’s judgment and writ. In the interim, and in response to the Supreme Court’s decision, CDFW conducted additional analysis on the GHG and Stickleback issues and, in June 2017, reapproved the EIR and Newhall Ranch project. Thereafter, the Court of Appeal issued an opinion affirming the scope of the trial court’s judgment and writ in favor of CDFW and the Company.
In September 2017, petitioners Center for Biological Diversity, California Native Plant Society, and Wishtoyo Foundation/Ventura Coastkeeper (collectively, “Settling Petitioners”) settled all of their respective claims in the case, leaving only two petitioners, SCOPE and Friends of the Santa Clara River (collectively, “Non-Settling Petitioners”). In October 2017, the two Non-Settling Petitioners objected to CDFW’s June 2017 reapproval of the Newhall Ranch EIR and project. In March 2018, the Supreme Court denied the Non-Settling Petitioners’ petition for review. In July 2018, the trial court entered its judgment at CDFW’s request discharging the trial court’s earlier writ, finding that CDFW has complied with it. The time for an appeal of the judgment expired in September 2018 without an appeal being filed.
Landmark Village and Mission Village
The Los Angeles County Board of Supervisors (“BOS”) approved the Newhall Ranch Landmark Village and Mission Village EIRs and permits in late 2011 and 2012. In 2012, petitioners filed two petitions (one for each village development) in the Superior Court challenging such approvals under certain state environmental and planning and zoning laws. In 2014, the Superior Court issued decisions in favor of Los Angeles County (the “County”) and the Company, and in 2015, the Court of Appeal affirmed the Superior Court’s decisions in full. Petitioners then filed a petition for review, and in 2015, the Supreme Court granted petitioners’ request to review the County’s GHG analysis, but ordered that further proceedings in the two actions be deferred pending disposition of the related GHG issue in the CDFW action noted above.
After the Supreme Court decision invalidating the GHG findings in the related CDFW action, in 2016, the Court of Appeal issued new decisions reversing the trial court judgments to the sole extent that the County’s EIRs did not support its GHG significance impact finding. The matters were remitted to the trial court and that court issued the judgment and writ requested by the County. In May 2017, petitioners filed a notice of appeal challenging the scope of the trial court’s judgment and writ.
In September 2017, the County advised the trial court it had taken the actions required to fully comply with the writs, and requested that the Superior Court discharge the writs. As explained in further detail below, the two

109


Non-Settling Petitioners filed a new action challenging the County’s certification of the additional environmental analyses and approval of the Landmark Village and Mission Village projects and related permits.
As with the CDFW action above, in September 2017, the Settling Petitioners settled all of their respective claims in the Landmark Village and Mission Village cases with the Company, leaving only the two Non-Settling Petitioners.
In October 2017, the two Non-Settling Petitioners objected to the County’s return to the writs, raising the same issues as to the scope of the trial court’s writ as they raised in the related CDFW action. As requested by the County and the Company, the trial court deferred its ruling on the Non-Settling Petitioners’ objections until the Court of Appeal’s opinion in the related CDFW action had been finalized and that court issued an opinion resolving the Landmark Village and Mission Village appeals as to the scope of the writs. As discussed above, in March 2018, the Supreme Court denied the Non-Settling Petitioners’ petition to review the Court of Appeal’s decision in the CDFW action. Thereafter, in May 2018, the Court of Appeal issued its combined decision in favor of the County and the Company on the Landmark Village and Mission Village appeals as to the scope of the writs. Based on the County’s compliance with the writ directives, the trial court issued signed orders discharging the writs in August 2018. The time for an appeal of the judgment expired in October 2018 without an appeal being filed.
Landmark Village/Mission Village
During the pendency of the above-referenced litigation involving the approval of the original EIRs and related permits for the Landmark Village and Mission Village projects, in July 2017, the BOS certified the final additional environmental analyses required as a result of the Supreme Court’s decision regarding the original GHG analysis and reapproved the Landmark Village and Mission Village projects and related permits. In August 2017, the two Non-Settling Petitioners filed a new petition for writ of mandate in the Superior Court. The petition challenges the County’s July 2017 approvals of the Mission Village and Landmark Village environmental analyses and the two projects based on claims arising under CEQA and the California Water Code. The Court held a hearing on the merits of the petition in September 2018. In December 2018, the Superior Court issued its written decision denying the Non-Settling Petitioners’ petition for writ of mandate. Thereafter, in January 2019, the Superior Court entered judgment on the petition for writ of mandate in favor of the County and the Company.
Other Permits
In August 2011, the U.S. Army Corps of Engineers (the “Corps”) approved the EIS portion of the joint EIR/EIS and issued its provisional Section 404 Clean Water Act authorization (the “Section 404 Permit”) for the Newhall Ranch project. In September 2012, the Los Angeles Regional Water Quality Control Board (the “Regional Board”) unanimously adopted final Section 401 conditions and certified the Section 404 Permit. In October 2012, petitioners Center for Biological Diversity and Wishtoyo Foundation/Ventura Coastkeeper filed a petition for review and reconsideration of the Regional Board’s actions to the State Water Resources Control Board (“State Board”); however, that petition was withdrawn in September 2017 as part of the settlement referenced above in this action and the CDFW, Landmark Village, and Mission Village actions. In October 2012, after consulting with the U.S. Environmental Protection Agency (the “USEPA”), the Corps issued the final Section 404 Permit.
In July 2014, plaintiffs, the Settling Petitioners and the Non-Settling Petitioners, filed a complaint against the Corps and the USEPA in the U.S. District Court, Central District of California (Los Angeles) (“U.S. District Court”). The complaint alleged that those two federal agencies violated various environmental and historic preservation laws in connection with the Section 404 Permit and requested, among other things, that the U.S. District Court vacate the federal agencies’ approvals and prohibit construction activities pending compliance with federal law. The Company was granted intervenor status by the U.S. District Court in light of its interests as the landowner and holder of the Section 404 Permit. In June 2015, the U.S. District Court issued a favorable order granting the Corps’ and the Company’s motions for summary judgment and denying plaintiffs’ summary judgment motion. In September 2015, plaintiffs filed a notice of appeal with the U.S. Court of Appeals for the Ninth Circuit (“Ninth Circuit”). The Ninth Circuit briefing is completed and oral argument occurred in February 2017.
Consistent with the terms of the settlement in this action and the CDFW, Landmark Village, and Mission Village actions, the Settling Petitioners moved to dismiss their claims on appeal and withdraw from the U.S. District Court litigation. In October 2017, the Ninth Circuit granted the motion to dismiss the appeal and the claims with

110


prejudice as to the Settling Petitioners. The Ninth Circuit then ordered supplemental briefs to explain the impact of the dismissal, if any, on the remaining claims. The Corps and the Company, on the one hand, and the two Non-Settling Petitioners, on the other hand, filed supplemental briefs pursuant to the Court’s order. In April 2018, the Ninth Circuit issued its opinion affirming the U.S. District Court’s summary judgment in favor of the Corps and the Company as intervenor. The Ninth Circuit opinion became final and non-appealable in July 2018.
Hunters Point Litigation

In May 2018, residents of the Bayview Hunters Point neighborhood filed a putative class action in San Francisco Superior Court naming Tetra Tech, 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 plaintiffs allege that, among other things, Tetra Tech fraudulently misrepresented its test results and remediation efforts. The plaintiffs are seeking damages against Tetra Tech and have requested an injunction to prevent the Company and Lennar from undertaking any development activities at The San Francisco Shipyard.
In June 2018, two construction workers who allegedly engaged in development activities at The San Francisco Shipyard filed a lawsuit in San Francisco Superior Court naming Tetra Tech, Lennar and the Company, among others, as defendants. The plaintiffs allege personal injuries resulting from exposure to contamination at The San Francisco Shipyard and are seeking damages relating to such alleged injuries. In March 2019, the plaintiffs dismissed the Company from the lawsuit.
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, the Company and the Company’s CEO, among others, as defendants. 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. The Company believes that it has meritorious defenses to the allegations in all of these cases and may have insurance and indemnification rights against third parties, including related parties, with respect to these claims. Given the preliminary nature of these claims, the Company cannot predict the outcome of these matters.
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 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 consolidated financial statements.


111


14.    SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental cash flow information for the years ended December 31, 2018, 2017 and 2016 is as follows (in thousands):
 
2018
 
2017
 
2016
SUPPLEMENTAL CASH FLOW INFORMATION:
 
 
 
 
 
Cash paid for interest, all of which was capitalized to inventories
$
43,892

 
$
4,211

 
$
2,807

 
 
 
 
 
 
NONCASH INVESTING AND FINANCING ACTIVITIES:
 
 
 
 
 
Liabilities assumed by buyer in connection with sale of golf course operating property
$
7,795

 
$

 
$

Class A common shares issued for redemption of noncontrolling interests
$
30,088

 
$

 
$

Contingent consideration related to acquisition of the San Francisco Venture (see Note 4)
$

 
$

 
$
64,870

Accrued deferred equity and debt offering costs
$

 
$

 
$
1,038

Capital issued in acquisition of interest in the Management Company (see Note 4)
$

 
$

 
$
173,488

Capital issued in acquisition of interest in the San Francisco Venture (see Note 4)
$

 
$

 
$
8,939

Capital issued in acquisition of interest in the Great Park Venture
$

 
$

 
$
419,088

Capital issued in purchase of rights to 12.5% of Non-Legacy Incentive Compensation from FPC-HF Venture I (see Note 4)
$

 
$

 
$
14,110

Recognition of TRA liability
$
18,963

 
$
56,216

 
$
201,845



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 consolidated statements of cash flows for the years ended December 31, 2018, 2017 and 2016 is as follows (in thousands):
 
2018
 
2017
 
2016
Cash and cash equivalents
$
495,694

 
$
848,478

 
$
62,304

Restricted cash and certificates of deposit
1,403

 
1,467

 
2,343

Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows
$
497,097

 
$
849,945

 
$
64,647


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.

15.    SEGMENT REPORTING
As of and for the year ended December 31, 2018, the Company’s reportable segments consist of:
• Newhall—includes the community of Newhall Ranch planned for development in northern Los Angeles County, California. The Newhall segment derives revenues from the sale of residential and commercial land sites to homebuilders, commercial developers and commercial buyers in addition to ancillary operations of operating properties.
• San Francisco—includes the Candlestick Point and The San Francisco Shipyard communities located on bayfront property in the City of San Francisco, California. The San Francisco segment derives revenues

112


from the sale of residential and commercial land sites to homebuilders, commercial developers and commercial buyers in addition to management services provided to affiliates of a related party.
• Great Park—includes 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 December 31, 2018, the Company had a 37.5% Percentage Interest in the Great Park Venture and accounts for the investment under the equity method. The reported segment information for the Great Park segment includes the results of 100% of the Great Park Venture at the historical basis of the venture, which did not apply push down accounting in the Formation Transactions. The Great Park segment derives revenues from the sale of residential and commercial land sites to homebuilders, commercial developers and commercial buyers in addition to management services provided by the Company to the Great Park Venture.
• Commercial—includes Five Point Gateway Campus, an office and research and development campus within the Great Park Neighborhoods, consisting of four newly constructed buildings. Two of the four buildings are leased to one tenant under a 20-year triple net lease which commenced in August 2017. The Company and a subsidiary of Lennar have entered into separate 130-month full service gross leases to occupy a portion of the other two buildings. This segment also includes property management service provided by the Management Company to the Gateway Commercial Venture, the entity that owns the Five Point Gateway Campus. As of December 31, 2018, the Company had a 75% interest in the Gateway Commercial Venture and accounts 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.

 Segment operating results and reconciliations to the Company’s consolidated balances are as follows:
 
For the year ended December 31, 2018
 
(in thousands)
 
Newhall
 
San Francisco
 
Great Park
 
Commercial
 
Total reportable segments
 
Removal of Great Park Venture (1)
 
Removal of Gateway Commercial Venture (1)
 
Add investment in Great Park Venture
 
Add investment in Gateway Commercial Venture
 
Other eliminations (2)
 
Corporate and unallocated (3)
 
Total Consolidated
Revenues
$
6,401

 
$
6,010

 
$
210,779

 
$
28,069

 
$
251,259

 
$
(175,689
)
 
$
(26,580
)
 
$

 
$

 
$

 
$

 
$
48,990

Depreciation and amortization
271

 
287

 
12,456

 
11,730

 
24,744

 

 
(11,730
)
 

 

 

 
210

 
13,224

Interest income
1

 

 
2,815

 

 
2,816

 
(2,815
)
 

 

 

 

 
11,766

 
11,767

Interest expense

 

 

 
11,563

 
11,563

 

 
(11,563
)
 

 

 

 

 

Segment profit (loss)/net profit (loss)
(6,802
)
 
(18,060
)
 
15,211

 
(187
)
 
(9,838
)
 
(3,068
)
 
1,676

 
(906
)
 
(1,257
)
 

 
(54,552
)
 
(67,945
)
Other significant items:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Segment assets
596,222

 
1,151,372

 
1,303,362

 
479,662

 
3,530,618

 
(1,154,216
)
 
(478,956
)
 
425,653

 
107,246

 
(730
)
 
494,277

 
2,923,892

Inventory assets and real estate related assets, net
559,126

 
1,136,958

 
1,059,717

 
464,123

 
3,219,924

 
(1,059,717
)
 
(464,123
)
 

 

 

 

 
1,696,084

Expenditures for long-lived assets (4)
198,008

 
73,177

 
109,292

 
27,030

 
407,507

 
(109,292
)
 
(27,030
)
 

 

 

 
2,354

 
273,539

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the year ended December 31, 2017
 
(in thousands)
 
Newhall
 
San Francisco
 
Great Park
 
Commercial
 
Total reportable segments
 
Removal of Great Park Venture (1)
 
Removal of Gateway Commercial Venture (1)
 
Add investment in Great Park Venture
 
Add investment in Gateway Commercial Venture
 
Other eliminations (2)
 
Corporate and unallocated (3)
 
Total Consolidated

113


Revenues
$
31,568

 
$
91,187

 
$
497,173

 
$
9,682

 
$
629,610

 
$
(480,934
)
 
$
(9,245
)
 
$

 
$

 
$

 
$

 
$
139,431

Depreciation and amortization
553

 
316

 

 
4,504

 
5,373

 

 
(4,504
)
 

 

 

 
185

 
1,054

Interest income
3

 

 
2,226

 

 
2,229

 
(2,226
)
 

 

 

 

 
2,574

 
2,577

Interest expense

 

 

 
3,628

 
3,628

 

 
(3,628
)
 

 

 

 

 

Segment profit (loss)/net profit (loss)
(12,358
)
 
(19,268
)
 
42,219

 
458

 
11,051

 
(36,061
)
 
(21
)
 
5,760

 
16

 

 
43,451

 
24,196

Other significant items:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Segment assets
444,407

 
1,123,266

 
1,578,142

 
456,292

 
3,602,107

 
(1,447,604
)
 
(456,006
)
 
423,492

 
106,516

 
(80,890
)
 
830,740

 
2,978,355

Inventory assets
361,943

 
1,063,949

 
1,089,513

 
448,795

 
2,964,200

 
(1,089,513
)
 
(448,795
)
 

 

 

 

 
1,425,892

Expenditures for long-lived assets (4)
84,024

 
62,188

 
311,932

 
446,072

 
904,216

 
(311,932
)
 
(446,072
)
 

 

 

 
1

 
146,213

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the year ended December 31, 2016
 
(in thousands)
 
Newhall
 
San Francisco
 
Great Park
 
Commercial
 
Total reportable segments
 
Removal of Great Park Venture (1)
 
Removal of Gateway Commercial Venture (1)
 
Add investment in Great Park Venture
 
Add investment in Gateway Commercial Venture
 
Other eliminations (2)
 
Corporate and unallocated (3)
 
Total Consolidated
Revenues
$
22,044

 
$
3,999

 
$
35,830

 
$

 
$
61,873

 
$
(22,505
)
 
$

 
$

 
$

 
$

 
$

 
$
39,368

Depreciation and amortization
492

 
195

 
2,113

 

 
2,800

 

 

 

 

 

 
58

 
2,858

Interest income
91

 

 
11,723

 

 
11,814

 
(11,723
)
 

 

 

 

 
77

 
168

Segment loss/net loss
(22,703
)
 
(14,204
)
 
(67,668
)
 

 
(104,575
)
 
71,980

 

 
(1,356
)
 

 

 
(62,666
)
 
(96,617
)
Other significant items:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Segment assets
416,445

 
1,134,196

 
1,669,679

 

 
3,220,320

 
(1,496,102
)
 

 
417,732

 

 
(69,462
)
 
42,094

 
2,114,582

Inventory assets
280,377

 
1,080,074

 
1,115,818

 

 
2,476,269

 
(1,115,818
)
 

 

 

 

 

 
1,360,451

Expenditures for long-lived assets (4)
21,686

 
42,113

 
123,008

 

 
186,807

 
(123,008
)
 

 

 

 

 
461

 
64,260


(1) Represents the removal of the Great Park Venture’s and Gateway Commercial Venture’s operating results and balances that are included in the Great Park segment and Commercial segment operating results and balances, respectively, but are not included in the Company’s consolidated results and balances.
(2) Represents intersegment balances that eliminate in consolidation.
(3) Corporate and unallocated activity is primarily comprised of corporate general, and administrative expenses and income taxes. Corporate and unallocated assets consist of cash, marketable securities, receivables, prepaids, and deferred equity offering and financing costs.
(4) Expenditures for long-lived inventory assets are net of cost reimbursements and include noncash project accruals and capitalized interest.


114


Lennar and several of its affiliates represented one of the Company’s major customers for the years ended December 31, 2017 and 2016, and accounted for approximately $93.4 million or 67% and $6.0 million or 15%, respectively, of total consolidated revenues. These revenues represented land sales and management services revenues, and were reported in the Newhall and San Francisco segments. The Great Park Venture represented another of the Company’s major customers for the years ended December 31, 2018, 2017 and 2016, and accounted for approximately $35.1 million or 72%, $16.2 million or 12%, and $13.3 million or 34%, respectively, of total consolidated revenues. These revenues represented management services revenues and were reported in the Great Park segment.

16.     SHARE-BASED COMPENSATION

The Company may grant equity incentive awards to employees, consultants and non-employee directors under the Five Point Holdings, LLC 2016 Incentive Award Plan (the “Incentive Award Plan”). The Incentive Award Plan provides for the grant of share options, restricted shares, restricted share units, performance awards (which include, but are not limited to, cash bonuses), distribution equivalent awards, deferred share awards, share payment awards, share appreciation rights, other incentive awards (which include, but are not limited to, LTIP Unit awards (as defined in the Incentive Award Plan) and performance share awards. The Incentive Award Plan authorized the issuance of up to 8,500,822 Class A common shares of the Holding Company. As of December 31, 2018, there were 4,077,493 remaining Class A common shares available for future issuance under the Incentive Award Plan.
Under the Incentive Award Plan, the Company has granted restricted share units (“RSUs”) and restricted share awards either fully vested or with service conditions. Awards with a service condition generally vest over a three-year period or in the case of non-employee directors over one year. Restricted share awards entitle the holders to non-forfeitable distributions and to vote the underlying Class A common share during the restricted period.
The Company estimates the fair value of restricted share awards with a service condition based on the closing market price of the Company’s Class A common shares on the award’s grant date. Prior to the Company’s IPO, the Company measured the fair value of RSUs and restricted share awards based on the estimated fair value of the Company’s underlying Class A common shares determined using a discounted cash flow analysis. The inputs utilized in the Company’s estimate were selected by the Company based on information available to the Company, including relevant information obtained after the measurement date, as to the assumptions that market participants would make at the measurement date.
During the years ended December 31, 2018, 2017 and 2016, the Company reacquired vested RSUs and restricted share awards from employees for $5.1 million, $6.5 million and $0.4 million, respectively, for the purpose of settling tax withholding obligations. 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.

115


The following table summarizes share-based equity compensation activity for the years ended December 31, 2018, 2017 and 2016:
 
Share-Based Awards
(in thousands)
 
Weighted-
Average Grant
Date Fair Value
Nonvested at January 1, 2016

 
$

Granted
2,350

 
$
19.81

Vested
(1,045
)
 
$
19.62

Nonvested at December 31, 2016
1,305

 
$
20.00

Granted
453

 
$
15.52

Vested
(673
)
 
$
19.26

Nonvested at December 31, 2017
1,085

 
$
18.57

Granted
1,724

 
$
14.81

Forfeited
(105
)
 
$
14.83

Vested
(811
)
 
$
18.76

Nonvested at December 31, 2018
1,893

 
$
15.27



Share-based compensation expense was $11.4 million, $18.5 million and $27.7 million for the years ended December 31, 2018, 2017 and 2016, respectively. Share-based compensation expense is included in selling, general, and administrative expenses in the accompanying consolidated statements of operations. Approximately $18.2 million of total unrecognized compensation cost related to non-vested awards is expected to be recognized over a weighted–average period of 1.9 years from December 31, 2018. The estimated fair value at vesting of share-based awards that vested during the years ended December 31, 2018, 2017 and 2016 was $11.8 million, $10.5 million, and $20.5 million respectively.

In January 2019, the Company granted 2.3 million equity incentive awards to employees and non-employee directors. The awards were comprised of restricted share awards with a service condition and restricted share awards or RSU awards with a market condition contingent on the Company’s Class A common shares satisfying certain price targets.

17.    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.

116


The Retirement Plan’s funded status and amounts recognized in the Company’s consolidated financial statements for the Retirement Plan as of and for the years ended December 31, 2018 and 2017 are as follows (in thousands):
 
2018
 
2017
Change in benefit obligation:
 
 
 
Projected benefit obligation—beginning of year
$
21,622

 
$
20,919

Interest cost
749

 
818

Benefits paid
(984
)
 
(929
)
Actuarial (gain) loss
(1,063
)
 
814

Projected benefit obligation—end of year
$
20,324

 
$
21,622

Change in plan assets:
 

 
 

Fair value of plan assets—beginning of year
$
18,829

 
$
16,778

Actual (loss) gain on plan assets
(1,168
)
 
2,450

Employer contributions
218

 
530

Benefits paid
(984
)
 
(929
)
Fair value of plan assets—end of year
$
16,895

 
$
18,829

Funded status
$
(3,429
)
 
$
(2,793
)
Amounts recognized in the consolidated balance sheet—liability
$
3,429

 
$
2,793

Amounts recognized in accumulated other comprehensive loss—net actuarial loss
$
(5,428
)
 
$
(4,266
)

The accumulated benefit obligation for the Retirement Plan was $20.3 million and $21.6 million at December 31, 2018 and 2017, respectively.
 
The components of net periodic benefit and other amounts recognized in accumulated other comprehensive loss as of December 31, 2018, 2017 and 2016, are as follows (in thousands):
 
 
2018
 
2017
 
2016
Net periodic benefit:
 
 
 
 
 
Interest cost
$
749

 
$
818

 
$
859

Expected return on plan assets
(1,146
)
 
(1,024
)
 
(1,007
)
Amortization of net actuarial loss
90

 
113

 
91

Net periodic benefit
(307
)
 
(93
)
 
(57
)
Adjustment to accumulated other comprehensive loss:
 

 
 

 
 

Net actuarial loss (gain)
1,252

 
(611
)
 
332

Amortization of net actuarial loss
(90
)
 
(113
)
 
(91
)
Total adjustment to accumulated other comprehensive loss
1,162

 
(724
)
 
241

Total recognized in net periodic benefit and accumulated other comprehensive loss
$
855

 
$
(817
)
 
$
184


The weighted-average assumptions used to determine benefit obligations as of December 31, 2018 and 2017 were as follows:
 
2018
 
2017
Discount rate
4.20%
 
3.55%
Rate of compensation increase
N/A
 
N/A

117


The weighted-average assumptions used to determine net periodic expense for the years ended December 31, 2018, 2017 and 2016, were as follows:
 
 
2018
 
2017
 
2016
Discount rate
3.55%
 
4.10%
 
4.35%
Rate of compensation increase
N/A
 
N/A
 
N/A
Expected long-term return on plan assets
6.23%
 
6.33%
 
6.32%

To develop the long-term rate of return on assets assumption, the Company considered the current level of expected return on risk-free investments (primarily U.S. government bonds), the historical level of the risk premium associated with the other asset classes in which the portfolio is invested, and the expectations for future returns of each asset class.
Plan Assets—The Company’s investment policy and strategy for the Retirement Plan is to ensure the appropriate level of diversification and risk. The asset allocation targets were approximately 55% in equity investments (Standard & Poor’s Large Cap Index Funds, Small Cap Equity, Mid Cap Equity, and International Equity) and approximately 45% in fixed-income investments (U.S. bond funds and domestic fixed income). In accordance with the policy, the Retirement Plan assets are monitored and the investments rebalanced quarterly if there was more than 5% deviation from target allocation for the Retirement Plan. The Retirement Plan’s assets consist of pooled or collective investment funds that have more than one investor. The Retirement Plan estimates the fair value of its interest in such funds at a net asset value (“NAV”) per unit reported by the trustee. The NAV per unit is the result of accumulated values of the underlying investments held by the fund, which are valued daily. NAV is utilized by the Company as a practical expedient as of the consolidated balance sheet date. No adjustments were made to the NAV of the funds. The Retirement Plan’s assets may be redeemed at the NAV per unit with no restrictions.
 
The Retirement Plan’s assets at fair value as of December 31, 2018 and 2017, are as follows (in thousands):
 
Asset Category
2018
 
2017
Pooled and/or collective funds:
 

 
 

Equity funds:
 
 
 
Large cap
$
5,777

 
$
6,068

Mid cap
1,101

 
1,197

Small cap
1,579

 
1,777

International
1,654

 
2,060

Fixed-income funds—U.S. bonds and short term
6,784

 
7,727

Total
$
16,895

 
$
18,829



118


The Company’s funding policy is to contribute amounts sufficient to meet minimum requirements but not more than the maximum tax-deductible amount. The Company does not expect to have a minimum required contribution in 2019 and expects future benefit payments to be paid as follows (in thousands):    
 
2019
1,008

2020
2,211

2021
999

2022
1,563

2023
1,433

2024-2028
10,223

 
$
17,437



Employee Savings Plan—The Company has an employee savings plan under Section 401(k) of the Internal Revenue Code, which is available to all eligible associates. Certain associate contributions may be supplemented by the Company. The Company’s contributions were $0.6 million, $0.7 million and $0.2 million for the years ended December 31, 2018, 2017 and 2016, respectively.

18.    INCOME TAXES
The Company accounts for income taxes in accordance with ASC 740, which requires an asset and liability approach for measuring deferred taxes based on temporary differences between the financial statements and tax bases of assets and liabilities existing at each balance sheet date using enacted tax rates for the years in which taxes are expected to be paid or recovered.
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.
The (expense) benefit for income taxes for the years ended December 31, 2018, 2017 and 2016 was as follows (in thousands):

 
2018
 
2017
 
2016
Deferred income tax (expense) benefit:
 
 
 
 
 
Federal
$
5,066

 
$
(28,643
)
 
$
13,021

State
2,340

 
(6,501
)
 
3,826

Total deferred income tax benefit (expense)
7,406

 
(35,144
)
 
16,847

(Increase) decrease in valuation allowance
(16,585
)
 
35,146

 
(8,901
)
Expiration of unused loss carryforwards
(4
)
 
(2
)
 
(58
)
(Expense) benefit for income taxes
$
(9,183
)
 
$

 
$
7,888



Limitations on the utilization of net operating losses included in the Tax Act caused us to increase our valuation allowance giving rise to a $9.2 million federal tax provision and no state income tax provision for the year ended December 31, 2018. Due to the Holding Company generating federal and state tax losses, the Holding Company had no current federal or state income tax provision for the years ended December 31, 2017 and 2016.


119


Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The tax effects of significant temporary differences are as follows (in thousands):
 
 
2018
 
2017
Deferred tax assets
 
 
 
Net operating loss carryforward
$
102,026

 
$
91,742

Tax receivable agreement
47,435

 
42,668

Other
1,382

 
1,043

Valuation allowance
(23,207
)
 
(7,891
)
Total deferred tax assets
127,636

 
127,562

Deferred tax liabilities-investments in subsidiaries
(136,819
)
 
(127,562
)
Deferred tax liability, net
$
(9,183
)
 
$



A reduction of the carrying amounts of deferred tax assets by a valuation allowance is required, if based on the available evidence; it is more likely than not that such assets will not be realized. In the continual assessment of the requirement for a valuation allowance, appropriate consideration is given to all positive and negative evidence related to the realization of the deferred tax assets. This assessment considers, among other matters, the nature, frequency, and severity of current and cumulative losses; forecasts of future profitability; the duration of statutory carryforward periods; the Holding Company’s experience with loss carryforwards not expiring unused; and tax-planning alternatives. The amount of the valuation allowance recorded against the deferred tax asset could be adjusted if there are changes to the positive and negative factors discussed above.

At December 31, 2016, the Holding Company had a valuation allowance against its deferred tax assets. During the year ended December 31, 2017, the valuation allowance decreased by $29.8 million and $5.3 million as a result of operating income and a decrease in deferred taxes attributable to federal tax rate reductions enacted as part of the Tax Act, respectively. Also during 2017, the valuation allowance increased by $27.3 million as a result of deferred taxes established through adjustments to contributed capital principally associated with increases in the payable pursuant to the tax receivable agreement. The net decrease in the valuation allowance for the year ended December 31, 2017 was $7.8 million.
During the year ended December 31, 2018, the valuation allowance increased by $16.6 million as a result of operating losses. Also during 2018, the valuation allowance decreased by $1.3 million as a result of deferred taxes established through adjustments to contributed capital principally associated with increases in the payable pursuant to the tax receivable agreement. The net increase in the valuation allowance for the year ended December 31, 2018 was $15.3 million.
With the enactment of the Tax Act, the corporate federal income tax rate dropped from 35% to a flat 21% rate effective January 1, 2018. The SEC staff issued the Staff Accounting Bulletin 118 (“SAB 118”), which provides guidance on accounting for the tax effects of the Tax Act and provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act.
We applied the guidance in SAB 118 when accounting for the enactment-date effects of the Tax Act in 2017 and throughout 2018. As of December 31, 2017, we had completed the majority of our accounting for the tax effects of the Tax Act. As a result of the rate change, the Company was required to revalue its deferred tax asset at December 31, 2017 and recorded a provisional adjustment to reduce its value by $5.3 million, which is included in

120


the tax provision for 2017. Due to the Company’s valuation allowance, the $5.3 million was offset with a valuation allowance. As of December 31, 2018, we have now completed our accounting for all of the enactment-date income tax effects of the Tax Act. As part of our final analysis of the Tax Act, we recognized an adjustment of $9.2 million to the provisional amounts recorded at December 31, 2017 and included this adjustment as a component of income tax expense from continuing operations. The change relates to adjustments to the Company’s valuation allowance as a result of the limitation for post-2017 net operating losses to offset only 80% of tax income. The change to the net operating loss utilization limitation requires additional valuation allowance to account for the limitation.

At December 31, 2018, the Holding Company had federal tax effected net operating loss (“NOL”) carryforwards totaling $78.4 million, and state tax effected NOL carryforwards, net of federal income tax benefit, totaling $23.6 million. Federal NOLs incurred prior to 2018 and California NOLs may be carried forward up to 20 years to offset future taxable income and begin to expire in 2029. Federal NOLs incurred in 2018 and forward do not expire.
The Internal Revenue Code generally limits the availability of NOLs if an ownership change occurs within any three-year period under Section 382. If the Holding Company were to experience an ownership change of more than 50%, the use of all NOLs (and potentially other built-in losses) would generally be subject to a limitation equal to the value of the Holding Company’s equity before the ownership change, multiplied by the long-term tax-exempt rate. The Holding Company estimates that after giving effect to various transactions by members who hold a 5% or greater interest in the Holding Company, it has not experienced an ownership change as computed in accordance with Section 382. In the event of an ownership change, the Holding Company’s use of the NOLs may be limited and not fully available for realization.

With regard to the TRA (see Note 12), the Holding Company has established a liability for the payments considered probable and estimable that would be required under the TRA based upon, among other things, the book value of its assets. This liability is not currently recognized for tax purposes and will give rise to tax deductions as payments are made. Accordingly, a deferred tax asset has been reflected for the net effect of this temporary difference.

A reconciliation of the statutory rate and the effective tax rate for 2018, 2017 and 2016 is as follows:

 
2018
 
2017
 
2016
Statutory rate
21.00
 %
 
35.00
 %
 
35.00
 %
State income taxes-net of federal income tax benefit
6.98

 
5.75

 
5.75

Statutory federal tax rate change

 
21.30

 

Noncontrolling interests
(15.83
)
 
82.58

 
(24.63
)
Other
0.06

 
0.67

 

Valuation allowance related to the Tax Act
(15.63
)
 

 

Deferred tax asset valuation allowance
(12.20
)
 
(145.31
)
 
(8.51
)
Expiration of unused loss carryforwards
(0.01
)
 
0.01

 
(0.06
)
Effective rate
(15.63
)%
 
 %
 
7.55
 %

At December 31, 2018 and 2017, the Holding Company did not have any gross unrecognized tax benefits, and did not require an accrual for interest or penalties.
For the year ended December 31, 2018, the Company recorded income tax expense of $9.2 million on a pre-tax loss of $58.8 million. For the year ended December 31, 2017, the Company recorded no benefit for income taxes (after application of a $35.1 million decrease in the Company’s valuation allowance). For the year ended December 31, 2016, the Company recorded a benefit for income taxes of $7.9 million due to the Holding Company generating federal and state tax losses. The effective tax rates for the years ended December 31, 2018, 2017 and

121


2016, differ from the 21% and 35% federal statutory and applicable state statutory tax rates primarily due to the Company’s valuation allowance on its book losses 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 and from the change in the statutory federal tax rate in 2017.
The Holding Company files income tax returns in the U.S. federal jurisdiction and in the state of California. As a result of tax net operating losses incurred by the Holding Company for the years ended December 31, 2009 through December 31, 2017, the Holding Company is subject to U.S. federal, state, and local examinations by tax authorities for the years beginning 2009 through 2017. The Company is not currently under examination by any tax authority. The Company classifies any interest and penalties related to income taxes assessed by jurisdiction as part of income tax expense. The Company has concluded that there were no significant uncertain tax positions requiring recognition in its financial statements, nor has the Company been assessed interest or penalties by any major tax jurisdictions related to any open tax periods.

19.    FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS AND DISCLOSURES
At each reporting period, the Company evaluates the fair value of its financial instruments. Other than 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 December 31, 2018 and 2017.
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 December 31, 2018, the estimated fair value of notes payable, net was $550.1 million compared to a carrying value of $557.0 million. At December 31, 2017, the estimated fair value of notes payable, net was $568.1 million compared to a carrying value of $560.6 million. During the years ended December 31, 2018 and 2017, the Company had no assets that were measured at fair value on a nonrecurring basis.
Contingent consideration is carried at fair value and is remeasured on a recurring basis. The Company uses level 3 inputs to measure the estimated fair value of the contingent consideration arrangement based on the expected cash flows considering the use of the underlying property subject to the arrangement. The estimated cash flows are affected by assumptions about a market participant’s estimates and assumptions related to development costs, retail rents, occupancy rates, continuing operating expenses and expected contingency outcomes. Other than contingent consideration (see Note 10), the Company had no other assets or liabilities that are required to be remeasured at fair value on a recurring basis at both December 31, 2018 and 2017.

20.    EARNINGS PER SHARE
The Company uses the two-class method in its computation of earnings per share. Pursuant to the terms of the Five Point Holdings, LLC Agreement, the Class A common shares and the 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 of common shares share in the Company’s losses, and they share in the losses using the same mechanism as the distributions. For the years ended December 31, 2018 and 2017, the Company is operating in a net loss and net income position, respectively. No distributions were declared for either periods, as such, net losses and income attributable to the parent were allocated to the Class A common shares and Class B common shares at an amount per Class B common share equal to 0.03% multiplied by the amount per Class A common share. Basic income or loss per Class A common share is determined by dividing net income or loss allocated to Class A Common shareholders by the weighted average number of Class A common shares outstanding for the period. Basic income or loss per Class B common share is determined by dividing net income or loss allocated to the Class B common shares by the weighted average number of Class B common shares outstanding during the period.

122


Diluted income or 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 Class A Common Units of the Operating Company, and the treasury stock method for RSUs and restricted shares, and are included in the calculation if determined to be dilutive.    

123


The following table summarizes the basic and diluted earnings per share/unit calculations for the years ended December 31, 2018, 2017 and 2016 (in thousands, except unit/shares and per unit/share amounts):

 
2018
 
2017
 
2016
Numerator:
 
 
 
 
 
Net (loss) income attributable to the Company
$
(34,714
)
 
$
73,235

 
$
(33,266
)
Adjustments to net (loss) income attributable to the Company
221

 
(750
)
 
(505
)
Net (loss) income attributable to common shareholders
$
(34,493
)
 
$
72,485

 
$
(33,771
)
Numeratorbasic common shares:
 
 
 
 
 
Net (loss) income attributable to common shareholders
$
(34,493
)
 
$
72,485

 
$
(33,771
)
Net income (loss) allocable to participating securities
$

 
$
(506
)
 
$

Allocation of net (loss) income among common shareholders
$
(34,493
)
 
$
71,979

 
$
(33,771
)
Numerator for basic net (loss) income available to Class A Common Shareholders/Unitholders
$
(34,480
)
 
$
71,947

 
$
(33,755
)
Numerator for basic net (loss) income available to Class B Common Shareholders
$
(13
)
 
$
32

 
(16
)
Numeratordiluted common shares:
 
 
 
 
 
Net (loss) income attributable to common shareholders
$
(34,493
)
 
$
72,485

 
$
(33,771
)
Reallocation of (loss) income to Company upon assumed exchange of common units
$

 
$
(48,289
)
 
$

Net (loss) income allocated to participating securities
$

 
$
(69
)
 
$

Allocation of net (loss) income among common shareholders
$
(34,493
)
 
$
24,127

 
$
(33,771
)
Numerator for diluted net (loss) income available to Class A Common Shareholders/Unitholders
$
(34,480
)
 
$
24,123

 
$
(33,755
)
Numerator for diluted net (loss) income available to Class B Common Shareholders
$
(13
)
 
$
4

 
$
(16
)
Denominator:
 
 
 
 
 
Basic weighted average Class A common shares outstanding
65,002,387

 
54,006,954

 
37,795,447

Diluted weighted average Class A common shares outstanding
65,002,387

 
133,007,828

 
37,795,447

Basic and diluted weighted average Class B common shares outstanding
79,859,730

 
78,821,553

 
49,547,050

Basic (loss) earnings per share/unit:
 
 
 
 
 
Class A common shares/Unit
$
(0.53
)
 
$
1.33

 
$
(0.89
)
Class B common shares
$
(0.00
)
 
$
0.00

 
$
(0.00
)
Diluted (loss) earnings per share/unit:
 
 
 
 
 
Class A common shares/Unit
$
(0.53
)
 
$
0.18

 
$
(0.89
)
Class B common shares
$
(0.00
)
 
$
0.00

 
$
(0.00
)
 
 
 
 
 
 
Anti-dilutive potential RSUs
72,579

 

 
1,304,804

Anti-dilutive potential restricted shares (weighted average)
1,817,020

 

 

Anti-dilutive potential Class A common shares/Units
(weighted average)
79,883,687

 

 
53,826,230



In January 2019, the Company granted 2.3 million restricted shares and RSUs to employees and non-employee directors (see Note 16). With the termination of the Retail Project in early 2019 (see Note 10), the Company issued 436,498 Class A Units of the San Francisco Venture to affiliates of Lennar and Castlelake.


124


21.    ACCUMULATED OTHER COMPREHENSIVE LOSS
Accumulated other comprehensive loss attributable to the Company consists of unamortized defined benefit pension plan net actuarial losses that totaled $3.4 million and $2.5 million at December 31, 2018 and 2017, net of tax benefits of $0.9 million and $0.7 million, respectively. At December 31, 2018 and 2017, the Company held a full valuation allowance related to the accumulated tax benefits, respectively. Accumulated other comprehensive loss of $2.1 million and $1.8 million is included in noncontrolling interests at December 31, 2018 and 2017, 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 related to amortization of net actuarial losses were approximately $55,000, $64,000 and $33,000, net of taxes, and are included in selling, general, and administrative expenses on the accompanying consolidated statements of operations for the years ended December 31, 2018, 2017 and 2016, respectively.

22.     QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

 
2018 Quarterly Periods
 
(in thousands, except per share amounts)
 
First
 
Second
 
Third
 
Fourth
 
 
 
 
 
 
 
 
Revenues
$
14,967

 
$
13,090

 
$
12,988

 
$
7,945

Loss before income tax
(14,297
)
 
(11,303
)
 
(21,939
)
 
(11,223
)
Net loss attributable to the Company
(5,232
)
 
(5,160
)
 
(10,019
)
 
(14,303
)
Net loss attributable to the Company per Class A Share (Basic)
(0.08
)
 
(0.08
)
 
(0.15
)
 
(0.22
)
Net loss attributable to the Company per Class A Share (Diluted)
(0.10
)
 
(0.08
)
 
(0.15
)
 
(0.22
)
Net loss attributable to the Company per Class B Share (Basic and diluted)
(0.00
)
 
(0.00
)
 
(0.00
)
 
(0.00
)
 
 
 
 
 
 
 
 
 
2017 Quarterly Periods
 
(in thousands, except per share amounts)
 
First
 
Second
 
Third
 
Fourth (1)
 
 
 
 
 
 
 
 
Revenues
$
92,303

 
$
13,246

 
$
11,619

 
$
22,263

(Loss) income before income tax
(23,124
)
 
(24,289
)
 
(10,311
)
 
81,920

Net (loss) income attributable to the Company
(7,842
)
 
(9,783
)
 
(4,467
)
 
95,327

Net (loss) income attributable to the Company per Class A Share (Basic)
(0.20
)
 
(0.19
)
 
(0.07
)
 
1.50

Net (loss) income attributable to the Company per Class A Share (Diluted)
(0.20
)
 
(0.19
)
 
(0.07
)
 
0.56

Net (loss) income attributable to the Company per Class B Share (Basic and diluted)
(0.00
)
 
(0.00
)
 
(0.00
)
 
0.00


(1) Included in the quarterly financial results for the fourth quarter of 2017 is other income of $105.6 million related to a reduction in the Company’s payable pursuant to tax receivable agreement, primarily as a result of the Tax Act’s reduction in the corporate tax rate.



125



ITEM 9.     Changes in and Disagreements with Accountants and Financial Disclosure

None.

ITEM 9A.     Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures, as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure. Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2018. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2018.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2018 based on the framework established in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission (2013 Framework). Based on this framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2018.

This annual report on Form 10-K does not include an attestation report regarding our internal control over financial reporting by our independent registered public accounting firm, because as an "emerging growth company" under the JOBS Act our independent registered public accounting firm is not required to issue such an attestation report.

Changes in Internal Control over Financial Reporting

During the quarter ended December 31, 2018, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


ITEM 9B.     Other Information

Not Applicable.

126


PART III
ITEM 10.     Directors, Executive Officers and Corporate Governance

The information required by this item will be included in the Proxy Statement for our 2019 Annual Meeting of Shareholders to be filed by the Company with the Securities and Exchange Commission no later than 120 days after the close of our fiscal year ended December 31, 2018 (the “Proxy Statement”). The information in the Proxy Statement relevant to this item is incorporated herein by reference.

127


Item 11.     Executive Compensation

The information in the Proxy Statement relevant to this item is incorporated herein by reference.


128


Item 12.     Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters

The information in the Proxy Statement relevant to this item is incorporated herein by reference.



129


Item 13.     Certain Relationships and Related Transactions, and Director Independence

The information in the Proxy Statement relevant to this item is incorporated herein by reference.


130


Item 14.     Principal Accounting Fees and Services

The information in the Proxy Statement relevant to this item is incorporated herein by reference.


131


PART IV        
Item 15.     Exhibits, Financial Statement Schedules
(a) Documents filed as part of this Report.
 
1.
The following financial statements are contained in Item 8.
 
 
 
Financial Statements
Page in this Report
 
 
2.
The following financial statement schedule is included in this Report:
 
 
 
 
Financial Statement Schedule
Page in this Report
 
 
 
Information required by other schedules has either been incorporated in the consolidated financial statements and accompanying notes or is not applicable to us.
 
 
 
3.
The following exhibits are filed with this Report or incorporated by reference:
 
 
 
 
Exhibit
Exhibit Description
 
 
 
 
 
 
 
 
 
 
 
 
 

132


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

133


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 

134


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
101.INS
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
XBRL Taxonomy Extension Schema Document
 
 
 
 
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
 
 
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
 
 
 
 
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
 
 
 
 
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
 
 
*
Management contract or compensatory plan or arrangement
 
**
Filed herewith
 

135


Item 16.     Form 10-K Summary

None.

136


SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
FIVE POINT HOLDINGS, LLC
 
By:
/s/ Emile Haddad
 
Emile Haddad
 
President and
Chief Executive Officer
Date:
March 14, 2019
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Principal Executive Officer:
 
 
 
 
 
 
 
Emile Haddad
 
/s/ Emile Haddad
Chairman of the Board, President, and Chief Executive Officer
 
Date:
March 14, 2019
 
 
 
 
Principal Financial and Accounting Officer:
 
 
 
 
 
 
 
Erik Higgins
 
/s/ Erik Higgins
Chief Financial Officer and Vice President
 
Date:
March 14, 2019
 
 
 
 
Directors:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Richard Beckwitt
 
/s/ Richard Beckwitt
 
 
Gary Hunt
 
/s/ Gary Hunt
 
 
Date:
March 14, 2019
 
 
 
 
Date:
March 14, 2019
 
 
 
 
 
 
 
 
 
 
Kathleen Brown
 
/s/ Kathleen Brown
 
 
Jonathan M. Jaffe
 
/s/ Jonathan M. Jaffe
 
 
Date:
March 14, 2019
 
 
 
 
Date:
March 14, 2019
 
 
 
 
 
 
 
 
 
 
William Browning
 
/s/ William Browning
 
 
Stuart Miller
 
/s/ Stuart Miller
 
 
Date:
March 14, 2019
 
 
 
 
Date:
March 14, 2019
 
 
 
 
 
 
 
 
 
 
Evan Carruthers
 
/s/ Evan Carruthers
 
 
Michael Rossi
 
/s/ Michael Rossi
 
 
Date:
March 14, 2019
 
 
 
 
Date:
March 14, 2019
 
 
 
 
 
 
 
 
 
 
Jonathan Foster
 
/s/ Jonathan Foster
 
 
Michael Winer
 
/s/ Michael Winer
 
 
Date:
March 14, 2019
 
 
 
 
Date:
March 14, 2019
 
 
 
 
 
 
 
 
 
 

137


SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
($ in thousands)
 
 
 
 
 
Initial Cost 
 
Costs Capitalized
Subsequent
to Acquisition (a)
 
Gross Amounts at
Which Carried at
Close of Period (b) 
 
 
 
 
 
 
 
 
Description 
 
Location 
 
Encumbrances
 
Land 
 
Buildings
and
Improvements 
 
Land 
 
Buildings
and
Improvements 
 
Land
 
Buildings
and
Improvements
 
Total 
 
Accumulated
Depreciation
 
Date of
Construction
 
Date
Acquired /
Completed 
 
Depreciation
Life
Newhall Ranch-Land under development
 
Los Angeles
County, CA
 
$

 
$
111,172

 
$

 
$
444,455

 
$

 
$
555,627

 
$

 
$
555,627

 
$

 

 
2009
 
N/A
Candlestick Point and The San Francisco Shipyard- Land under development
 
San
Francisco,
CA
 

 
1,038,154

 

 
98,804

 

 
1,136,958

 

 
1,136,958

 

 

 
2016
 
N/A
Agriculture-Operating property
 
Los Angeles
County, CA
Ventura
County, CA
 

 
40,634

 
1,114

 
(13,477
)
 
1,704

 
27,157

 
2,818

 
29,975

(c) 
1,587

 

 
2009
 
(d) 
Other Properties
 
Various
 

 
3,148

 

 
351

 

 
3,499

 

 
3,499

 

 

 
2009
 
N/A
 
 
 
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 
 
 
 
 
Total
 
 
 
$

 
$
1,193,108

 
$
1,114

 
$
530,133

 
$
1,704

 
$
1,723,241

 
$
2,818

 
$
1,726,059

(e) 
$
1,587

(e) 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)
Costs capitalized subsequent to acquisitions are net of land sales for real estate development properties and net of disposals and impairment write-downs for operating properties.
(b)
The aggregate cost of land and improvements for federal income tax purposes is approximately $2.2 billion (unaudited). This basis does not reflect the Company’s deferred tax assets and liabilities as these amounts are computed based upon the Company’s outside basis in their partnership interest.
(c)
Included in properties and equipment, net in the consolidated balance sheet.
(d)
See Note 2 of the Notes to Consolidated Financial Statements for information related to depreciation.
(e)
Reconciliation of “Real Estate and Accumulated Depreciation”:
Reconciliation of Real Estate
 
2018
 
2017
 
2016
 
(In thousands)
Balance at beginning of year
$
1,461,197

 
$
1,395,698

 
$
294,777

Improvements and additions (1)
283,836

 
153,565

 
1,101,593

Cost of real estate sold (2)
(9,586
)
 
(80,466
)
 
(672
)
Reimbursements and disposals (3)
(9,388
)
 
(7,600
)
 

Balance at end of year
$
1,726,059

 
$
1,461,197

 
$
1,395,698

(1) Improvements and additions include noncash project accruals and capitalized interest.
(2) Includes inventory relief associated with adoption of the new revenue recognition standard in 2018.
(3) Includes disposal of TPC Golf Course in 2018.

138


 
Reconciliation of Accumulated Depreciation
 
2018
 
2017
 
2016
 
(In thousands)
Balance at beginning of year
$
3,407

 
$
2,943

 
$
2,442

Additions
187

 
464

 
501

Disposals
(2,007
)
 

 

Balance at end of year
$
1,587

 
$
3,407

 
$
2,943



139
EX-10.4 2 fph-123118x10kxexhx104.htm EXHIBIT 10.4 Exhibit

Exhibit 10.4

FIRST AMENDMENT TO THE
SECOND AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT OF
THE SHIPYARD COMMUNITIES, LLC
This FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THE SHIPYARD COMMUNITIES, LLC, dated as of February 13, 2019 (this “Amendment”), is being executed by Five Point Operating Company, LP, a Delaware limited partnership (the “Manager”), as the Manager of The Shipyard Communities, LLC, a Delaware limited liability company (the “Company”), pursuant to the authority conferred on the Manager by the Second Amended and Restated Limited Liability Company Agreement of The Shipyard Communities, LLC, dated as of May 2, 2016, as amended and/or supplemented from time to time (including all the exhibits thereto, the “Agreement”). Capitalized terms used, but not otherwise defined herein, shall have the respective meanings ascribed thereto in the Agreement.
WHEREAS, the Manager desires to amend the Agreement to provide for the issuance by the Company of Membership Interests designated as “Class C Units.”
NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Manager agrees as follows:
1.    Amendment. The Agreement is hereby amended by the addition of a new exhibit, entitled “Exhibit B,” in the form attached hereto, which shall be attached to and made a part of the Agreement.
2.    Miscellaneous. Except as specifically amended hereby, the terms, covenants, provisions and conditions of the Agreement shall remain unmodified and continue in full force and effect and, except as amended hereby, all of the terms, covenants, provisions and conditions of the Agreement are hereby ratified and confirmed in all respects.

[Signatures appear on following page]





IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above.
MANAGER:
FIVE POINT OPERATING COMPANY, LP,
a Delaware limited partnership
                    
By:
/s/ Emile Haddad
Name:
Emile Haddad
Title:
President and Chief Executive Officer
                    
By:
/s/ Michael Alvarado
Name:
Michael Alvarado
Title:
Vice President






EXHIBIT B
UNIT DESIGNATION OF
THE CLASS C UNITS OF
THE SHIPYARD COMMUNITIES, LLC
1.    Number of Units and Designation.
A class of Units is hereby designated as “Class C Units” (the “Class C Units”), and the number of Units constituting such class shall be 25,000,000.
2.    Definitions.
Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned thereto in the Agreement, as modified by this Unit Designation and the defined terms used herein. For purposes of this Unit Designation, the following terms shall have the respective meanings ascribed below:
Agency” shall mean the Successor Agency to the Redevelopment Agency of the City and County of San Francisco, a public body organized and existing under the laws of the State of California, or any successor public agency under the Master DDA.
Agreement” shall mean the Second Amended and Restated Limited Liability Company Agreement of The Shipyard Communities, LLC, as amended, supplemented or restated from time to time.
Buildings PSA” shall mean that certain Purchase and Sale Agreement and Joint Escrow Instructions (Candlestick Buildings), dated as of May 2, 2016, as amended by that certain First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions (Candlestick Buildings), originally between CP Development Co., LP, a Delaware limited partnership (predecessor by conversion to CPDC), as Seller, and CP Vertical Development Co. 1, LLC, a Delaware limited liability company, as Buyer, as partially assigned and as the same may be further amended, supplemented or restated from time to time.
Candlestick Site” is defined in the Master DDA.
CFD District” means any community facilities district(s) formed under the Mello-Roos Act and established or authorized by Master Developer or any of its Affiliates in accordance with the Master DDA to finance improvements and facilities in the Master Project or any portion thereof. For the avoidance of doubt, Successor Agency to the Redevelopment Agency of the City and County of San Francisco Community Facilities District No. 9 (HPS2/CP Public Facilities and Services) as in effect on February 13, 2019 is a CFD District as of such date.
CFD Impositions” means special taxes (other than any maintenance or service special taxes) levied by any CFD District in the Candlestick Site.
CFD Reimbursements” means any amounts reimbursed or paid to Master Developer or any of its Affiliates under any Acquisition and Reimbursement Agreement (as defined in the Master DDA) between Master Developer or any of its Affiliates and the Agency funded by CFD Impositions (or by the net proceeds of bonds issued by the CFD District that are secured by the CFD Impositions).
Class C Unit” shall mean a Unit with the designations, preferences and relative, participating, optional or other special rights, powers and duties as are set forth in this Unit Designation.

B-1




Company” shall mean The Shipyard Communities, LLC, a Delaware limited liability company.
Completed” shall have the meaning set forth in the Buildings PSA.
Completion Date” shall mean the date that the Project is Completed in accordance with the Buildings PSA.
Contribution Agreement” shall mean the Contribution Agreement, dated as of February 13, 2019, by and between Lennar and the Company, as amended, supplemented or restated from time to time.
CPDC” shall mean CP Development Co., LLC, a Delaware limited liability company.
Junior Units” shall have the meaning set forth in Section 3(c) of this Unit Designation.
Liquidation Preference” shall mean, at any time, an amount per Class C Unit equal to the quotient obtained by dividing (a) the excess of (x) fifty percent (50%) of the cumulative amount of all CFD Reimbursements received by the Master Developer on or after the Completion Date, over (y) the product of One Dollar ($1), multiplied by the aggregate number of Class C Units that have been redeemed, by (b) the aggregate number of Class C Units then outstanding.
Master DDA” shall mean that certain Disposition and Development Agreement (Candlestick Point and Phase 2 of the Hunters Point Shipyard) between the Agency and Master Developer dated for reference purposes as of June 3, 2010 and recorded in the Official Records on November 18, 2010 as Document No. 2010-J083660-00 at Reel K273, Image 427, as amended by that certain First Amendment to Disposition and Development Agreement (Candlestick Point and Phase 2 of the Hunters Point Shipyard) dated as of December 19, 2012 and recorded in the Official Records on February 11, 2013 as Document No. 2013J601487 at Reel K831, Image 0490, as amended by that certain Second Amendment to Disposition and Development Agreement (Candlestick Point and Phase 2 of the Hunters Point Shipyard) dated December 1, 2014 and recorded in the Official Records on December 5, 2014 as Document No. J984039, and by that certain Third Amendment to Disposition and Development Agreement (Candlestick Point and Phase 2 of the Hunters Point Shipyard) dated August 10, 2018 and recorded in the Official Records on August 13, 2018 as Document No. 2018-K654875-00, as the same may be further as amended, supplemented or restated from time to time.
Master Developer” means CPDC or its successor under the Master DDA as Developer under and as defined in the Master DDA of the Candlestick Site or any portion thereof.
Master Project” shall mean the project commonly described as Candlestick Point and Phase 2 of the Hunters Point Shipyard in San Francisco, California and more fully described in the Master DDA.
Mello-Roos Act” shall mean the Mello-Roos Community Facilities Act of 1982, as amended, Section 53311 et seq. of the Government Code of the State of California.
Parity Units” shall have the meaning set forth in Section 3(b) of this Unit Designation.
Project” shall have the meaning set forth in the Buildings PSA.
Senior Units” shall have the meaning set forth in Section 3(a) of this Unit Designation.

B-2




3.    Ranking.
Any class or series of Units of the Company shall be deemed to rank:
(a)    prior or senior to the Class C Units as to the distribution of assets upon liquidation, dissolution or winding up if the holders of such class or series shall be entitled to the receipt of amounts distributable upon liquidation, dissolution or winding up in preference or priority to the holders of Class C Units (the units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Units”);
(b)    on a parity with the Class C Units as to the distribution of assets upon liquidation, dissolution or winding up if the holders of such class or series of units and the Class C Units shall be entitled to the receipt of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the units referred to in this paragraph being hereinafter referred to, collectively, as “Parity Units”); and
(c)    junior to the Class C Units, as to the distribution of assets upon liquidation, dissolution or winding up (i) if such class or series of units shall be Class A Units or Class B Units, or (ii)  if the holders of Class C Units shall be entitled to receipt of amounts distributable upon liquidation, dissolution or winding up in preference or priority to the holders of such class or series of Units (the units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Junior Units”).
4.    Redemption.
(a)    Commencing as of the Completion Date, within fifteen (15) Business Days following receipt of any CFD Reimbursements by Master Developer or any of its Affiliates, the Company shall redeem a number of Class C Units equal to (i) fifty percent (50%) of such CFD Reimbursements, divided by (ii) One Dollar ($1). Each Class C Unit shall have a redemption price of One Dollar ($1) per Class C Unit. In addition, the Company may redeem any Class C Units at any time in its sole discretion.
(b)    In order to effect a redemption of Class C Units, the Company shall make payment of the redemption price to the holder of Class C Units being redeemed, whereupon such Class C Units shall be redeemed, shall no longer be deemed outstanding, and all rights of the holder pertaining to such Class C Units shall automatically terminate.
(c)    Subject to compliance with Section 4(a), the Company’s obligation to redeem Class C Units pursuant to Section 4(a) shall terminate on the date on which none of Master Developer or any of its Affiliates has any further right to receive under any circumstances any CFD Reimbursements, whereupon any then outstanding Class C Units shall automatically be cancelled and no longer deemed outstanding, and the former holders of such Class C Units shall have no further rights relating to such Class C Units.
5.    No Distributions.
Except for redemption payments pursuant to Section 4 and receipt of the Liquidation Preference pursuant to Section 6, holders of Class C Units will not be entitled to receive any payments from the Company with respect to their Class C Units. Holders of Class C Units will not be entitled to receive any dividends or distributions from the Company with respect to their Class C Units.

B-3




6.    Liquidation Preference.
(a)    Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of outstanding Class C Units shall be entitled to receive a liquidation preference in an amount per Class C Unit equal to the Liquidation Preference, and such holders will not be entitled to any further payment. Until all holders of the outstanding Class C Units have been paid the Liquidation Preference in full, no payment will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Company.
(b)    If, upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, the assets of the Company, or proceeds thereof, distributable among the holders of outstanding Class C Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of outstanding Class C Units and any such Parity Units ratably in the same proportion as the respective amounts that would be payable on such Class C Units and any such Parity Units if all amounts payable thereon were paid in full.
(c)    A voluntary or involuntary liquidation, dissolution or winding up of the Company will not include a consolidation or merger of the Company with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Company's assets.
(d)    Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, after the holders of outstanding Class C Units and any Parity Units have received their respective liquidation preferences, any Junior Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Class C Units shall not be entitled to share therein.
7.    Status of Reacquired Units.
All Class C Units which shall have been issued and redeemed or reacquired in any manner by the Company shall be deemed cancelled and no longer outstanding.
8.    General.
The ownership of the Class C Units shall not be evidenced by certificates. The Manager shall amend the Register from time to time to the extent necessary to reflect accurately the issuance of, and subsequent redemption, or any other event having an effect on the ownership of, the Class C Units.
9.    Allocations of Income and Loss.
Holders of Class C Units will not be allocated net income or net loss of the Company.

B-4




10.    Voting Rights.
The holders of the Class C Units will not have any voting or approval rights, except (a) as required by applicable law or in the Agreement, and (b) as long as any Class C Units are outstanding, in addition to any other vote or consent of partners required by law or by the Agreement, the affirmative vote or consent of holders of at least 50% of the outstanding Class C Units will be necessary for effecting any amendment of any of the provisions of this Unit Designation that materially and adversely affects the rights or preferences of the holders of the Class C Units. The creation or issuance of any class or series of Units, including, without limitation, any Units that may have rights junior to, on a parity with, or senior or superior to the Class C Units, will not be deemed to have a material adverse effect on the rights or preferences of the holders of Class C Units, unless the terms of such Units restrict the Company from redeeming the Class C Units. With respect to the exercise of the above described voting rights, each Class C Unit will have one (1) vote per Class C Unit.
11.    Restrictions on Transfer.
Class C Units are subject to the same restrictions on transfer as are, and the holders of Class C Units shall be entitled to the same rights of transfer as are, applicable to Class A Units as set forth in the Agreement.

B-5

EX-10.11 3 fph-123118x10kxexhx1011.htm EXHIBIT 10.11 Exhibit



Exhibit 10.11

Five Point Holdings, LLC
Senior Management Severance and Change in Control Plan
ARTICLE I
PURPOSE
This Senior Management Severance and Change in Control Plan has been established by the Company on February 18, 2019 (the “Effective Date”) to provide Participants with the opportunity to receive certain severance protections. The Plan, as set forth herein, is primarily intended to help retain qualified executives, maintain a stable work environment and provide economic security to eligible executives in the event of certain qualifying terminations of employment. Capitalized terms used but not otherwise defined herein have the meanings set forth in ARTICLE II.
The Plan is not intended to be included in the definitions of “employee pension benefit plan” or “pension plan” set forth under Section 3(2) of ERISA. The Plan is intended to meet the descriptive requirements of a plan constituting a “severance pay plan” within the meaning of regulations published by the Secretary of Labor at Title 29, Code of Federal Regulations, Section 2510.3-2(b). Notwithstanding the foregoing, if and to the extent that the Plan is deemed to be an “employee pension benefit plan” or “pension plan” as set forth under Section 3(2) of ERISA, then the Plan is intended, for all purposes under ERISA, to constitute a plan that is unfunded and maintained by the Company primarily for the purposes of providing deferred compensation for a select group of management or highly compensated employees.
ARTICLE II
DEFINITIONS
Accrued Compensation” means: (i) Base Salary accrued by the Participant through, but not paid to the Participant as of, the Qualifying Termination Date; (ii) any cash incentive bonus earned by the Participant but not paid to the Participant as of the Qualifying Termination Date and (iii) any vested employee benefits to which the Participant is entitled as of the Qualifying Termination Date under any employee benefit plan of the Company or its Affiliates.
“Average Annual Bonus” means in respect of any Participant the average of the cash bonuses paid or payable to the Participant for service provided to the Company or its subsidiaries in the three full calendar years (or the actual number of full calendar years of service, if less than three) that ended most recently preceding the year in which a Qualifying Termination occurs. For the avoidance of doubt, the prior cash bonuses will be counted in the year in which they were earned, regardless of the year in which they were paid, in a manner consistent with the Company’s prior executive compensation disclosure in its Registration Statement on Form S-11 and its Annual Report on Form 10-K.
Administrator” means the Compensation Committee or its delegate.
“Affiliate” means any entity that, directly or through one or more intermediaries, is controlled by the Company, including Five Point Operating Company, LP or any successor thereto and its respective Subsidiaries.
Base Salary” means the Participant’s annual base salary as in effect immediately prior to the Qualifying Termination Date or, if higher, as in effect immediately prior to the occurrence of an event or circumstance constituting Good Reason.





Benefit Continuation” has the meaning set forth in Section 3.02(c).
“Benefit Continuation Coverage” means two (2) years in the case of the CEO and one (1) year in the case of any other Participant.
Benefit Continuation Period” means the period commencing on the Qualifying Termination Date and ending upon the earlier to occur of (i) completion of the number of years under the applicable Benefit Continuation Coverage and (ii) the date on which the Participant becomes eligible to receive coverage on substantially similar terms from another employer.
Board” means the Board of Directors of the Company.
Cause” means, with respect to any Participant, “Cause” as defined in such Participant’s employment agreement with the Company or any Affiliate if such an agreement exists and contains a definition of Cause or, if no such agreement exists or such agreement does not contain a definition of Cause, then Cause shall mean (a) the Participant’s substantial and continued failure to perform material duties in a satisfactory manner where such failure causes or is reasonably expected to cause material harm to the Company or any Affiliate (other than a failure resulting from death or disability (as defined in Section 22(e)(3) of the Code) for thirty (30) days after written notice thereof from the Company describing the failure to perform such duties; (b) the Participant’s engaging in any material act of dishonesty, fraud, embezzlement or misrepresentation that was or is likely to be materially injurious to the Company or any Affiliate; (c) the Participant’s knowing violation of any federal or state law or regulation applicable to the Company’s (or any Affiliate’s) business that was or is likely to be materially injurious to the Company; (d) the Participant’s conviction of, or plea of nolo contendere to, any felony or crime of moral turpitude; (e) repeated and knowing material failure by the Participant to comply with the Company’s or any Affiliate’s written policies or rules, after written notice of such failure; or (g) willful misconduct that does or reasonably could be expected to cause material harm to the Company or any Affiliate.
"CEO" means the Chief Executive Officer of the Company.
Change in Control” has the meaning ascribed thereto in the Equity Plan from time to time.
Code” means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code shall be deemed to include a reference to any regulations promulgated thereunder.
Company” means Five Point Holdings, LLC, a Delaware limited liability company, and, except as the context otherwise requires, its Affiliates and wholly-owned Subsidiaries and any successor by merger, acquisition, consolidation or otherwise that assumes the obligations of the Company under the Plan.
Compensation Committee” means the Compensation Committee of the Board.
Covered Period” means the period of time beginning on the first occurrence of a Change in Control and lasting through the two-year anniversary of the occurrence of the Change in Control, provided that the Covered Period shall also include the six (6)-month period immediately prior to the occurrence of the Change in Control where (i) a Participant’s Qualifying Termination occurs during such period at the request of (or by reason of circumstances requested by) a third party in anticipation of the Change in Control and (ii) the transaction constituting a Change in Control is consummated.

2




Disability” means a condition such that the Participant would be considered disabled for purposes of Section 409A of the Code.
Effective Date” has the meaning set forth in ARTICLE I.
Eligible Employee” means each full-time employee of the Company or one of its Affiliates.
ERISA” means the Employee Retirement Income Security Act of 1974, as amended. Any reference to a section of ERISA shall be deemed to include a reference to any regulations promulgated thereunder.
Excise Tax” means any excise tax imposed on the Participant under Section 4999 of the Code.
Good Reason” means without the Participant’s consent (i) a reduction in the Participant’s Base Salary (other than a reduction of not greater than 10% that applies to all employees of a comparable level); (ii) a reduction in the Participant’s Target Annual Bonus opportunity; (iii) a material reduction in the aggregate value of the Participant’s benefits under the employee benefit plans, programs and policies in which the Participant participates; (iv) a material diminution in the Participant’s reporting relationship, title or responsibilities; or (v) the relocation of the principal place of business at which the Participant works by more than 50 miles if such relocation results in an increase in the Participant’s daily commute by more than 10 miles each way.
Participant” means (i) the CEO and (ii) each other Eligible Employee who may be designated by the Administrator as a Participant from time to time, as identified on Exhibit A hereto.
Plan” means this Five Point Holdings, LLC Senior Management Severance and Change in Control Plan, as may be amended and/or restated from time to time.
Qualifying Termination” means the termination of a Participant’s employment either by the Company without Cause or, solely during the Covered Period, by the Participant for Good Reason.
Qualifying Termination Date” means the date on which a Participant incurs a Qualifying Termination.
Release Agreement” means a Release and Separation Agreement substantially in the form attached hereto as Exhibit B, including any alterations to such form as may be necessary to comply with changes in applicable law.
Retirement” means the Participant either (i) has attained the age of sixty-five (65) and completed at least five (5) years of service with the Company or its Affiliates or any respective predecessor (including without limitation Lennar Corporation or its affiliates or The Newhall Land And Farming Company) or (ii) has attained the age of sixty (60) and completed at least fifteen (15) years of service with the Company or its Affiliates or any respective predecessor (including without limitation Lennar Corporation or its affiliates or The Newhall Land And Farming Company).
“Severance Multiple” means (i) in the case of the CEO, (A) three (3) in respect of a Qualifying Termination during the Covered Period and (B) two (2) in respect of a Qualifying Termination outside the Covered Period and (ii) in the case of any other Participant, (A) two (2) in respect of a Qualifying Termination during the Covered Period and (B) one and one half (1½) in respect of a Qualifying Termination outside the Covered Period.
Target Annual Bonus” means the Participant’s target annual cash incentive bonus pursuant to any annual bonus or incentive plan maintained by the Company or any Affiliate in respect of the fiscal year in which the Qualifying Termination Date occurs, provided that if the Participant is not eligible to receive a specified target annual cash incentive

3




bonus following a Change in Control, then Target Annual Bonus shall mean such target annual cash incentive bonus in effect as of immediately prior to the date of the Change in Control.
Total Payments” has the meaning set forth in Section 4.01.
ARTICLE III
SEVERANCE
Section 3.01    Accrued Compensation. If a Participant terminates employment with the Company and its Affiliates for any reason, the Company shall provide (or cause to be provided to) the Participant the Participant’s Accrued Compensation.
Section 3.02    Qualifying Termination.
(a)    Amount. In the event a Participant incurs a Qualifying Termination, subject to the execution and non-revocation of a Release Agreement, the Company shall provide (or cause to be provided to) the Participant: (i) a lump-sum cash payment equal to (A) the product of the applicable Severance Multiple and the sum of Base Salary and Average Annual Bonus, plus (B) the Target Annual Bonus, pro-rated for the period preceding the Qualifying Termination Date; and (ii) Benefits Continuation during the Benefit Continuation Period.
(b)    Timing and Form of Cash Payment. Subject to Section 7.13, the payment described in Section 3.02(a)(i) shall be made within five (5) business days following the date on which the Release Agreement becomes irrevocable but not later than March 15 of the calendar year following the Qualifying Termination Date, and any additional amount that becomes payable by reason of a Change in Control occurring not more than six (6) months following the Qualifying Termination Date shall be paid concurrently with the consummation of the Change in Control.
(c)    Benefit Continuation. For purposes of this Plan, “Benefit Continuation” means that the Company shall provide (or cause to be provided) continued participation by the Participant and his or her eligible dependents in the health, dental and vision benefit plans in which the Participant participated immediately prior to the Qualifying Termination (or, if more favorable, immediately before an event giving rise to Good Reason termination rights) on the same basis as similarly situated active employees, if possible under the terms of such benefit plans. If continued participation in such plans is not possible, the Company shall provide the Participant and his or her eligible dependents with substantially equivalent coverage. Benefit Continuation shall be provided concurrently with any health care benefit required under COBRA.
Section 3.03    Retirement, Death, Disability. If a Participant’s employment with the Company and its Affiliates terminates on the day the Participant becomes eligible for Retirement or by reason of death or Disability, subject, in the event of Retirement, to the execution and non-revocation of a Release Agreement, the Company shall provide (or cause to be provided to) the Participant a lump-sum cash payment equal to the Target Annual Bonus, pro-rated for the period preceding the date of termination, payable, in the event of Retirement, within five (5) business days following the date on which the Release Agreement becomes irrevocable, and in the event of death or Disability, within five (5) business days of the employment termination date, but in any case, not later than March 15 of the calendar year following the employment termination date.
Section 3.04    Coordination of Benefits. Notwithstanding anything set forth herein to the contrary, to the extent that any severance payable under a plan or agreement covering a Participant as of the date such Participant becomes eligible to participate in this Plan constitutes deferred compensation under Section 409A of the Code, then to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code,

4




the portion of the benefits payable hereunder equal to such other amount shall instead be provided in the form set forth in such other plan or agreement.

ARTICLE IV
SECTION 280G
Section 4.01    Treatment of Payments. Notwithstanding any other provision of the Plan to the contrary, in the event that any payment or benefit received or to be received by the Participant (including any payment or benefit received in connection with a Change in Control or the termination of the Participant’s employment, whether pursuant to the terms of the Plan or any other plan, arrangement or agreement) (all such payments and benefits, including the severance benefits payable hereunder, being hereinafter referred to as the “Total Payments”) would be subject (in whole or part), to the Excise Tax, then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement, the severance benefits payable hereunder shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Participant would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).
Section 4.02    Ordering of Reduction. In the case of a reduction in the Total Payments pursuant to Section 4.01, the Total Payments shall be reduced in the following order: (i) payments that are payable in cash the full amount of which are treated as parachute payments under Treasury Regulation Section 1.280G-1, Q&A 24(a) shall be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity the full amount of which are treated as parachute payments under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24), shall next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, shall next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24), shall next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) shall be next reduced pro-rata.
Section 4.03    Additional Payments. If the Participant receives reduced payments and benefits by reason of this ARTICLE IV and it is established pursuant to a determination of a court of competent jurisdiction, which determination is not subject to review or as to which the time to appeal such determination has expired, or pursuant to an Internal Revenue Service proceeding, that the Participant could have received a greater amount without resulting in any Excise Tax, then the Company shall thereafter pay the Participant the aggregate additional amount which could have been paid without resulting in any Excise Tax as soon as reasonably practicable.
ARTICLE V
CLAIMS PROCEDURES

5




Section 5.01    Initial Claims. A Participant who believes he or she is entitled to a payment under the Plan that has not been received may submit a written claim for benefits to the Plan within one hundred and twenty (120) days after the Participant’s Qualifying Termination Date. Claims should be addressed and sent to:
Five Point Holdings, LLC
15131 Alton Parkway
4th Floor
Irvine, CA 92618
Attention: Legal Dept. and CFO
If the Participant’s claim is denied, in whole or in part, the Participant shall be furnished with written notice of the denial within ninety (90) days after the Administrator’s receipt of the Participant’s written claim, unless special circumstances require an extension of time for processing the claim, in which case a period not to exceed one hundred and eighty (180) days shall apply. If such an extension of time is required, written notice of the extension shall be furnished to the Participant before the termination of the initial ninety (90)-day period and shall describe the special circumstances requiring the extension, and the date on which a decision is expected to be rendered. If written notice of denial of the claim for benefits is not furnished within the specified time, the claim shall be deemed to be denied. The Participant shall then be permitted to appeal the denial in accordance with Section 5.02 below. Written notice of the denial of the Participant’s claim shall contain the following information:
(a)    the specific reason or reasons for the denial of the Participant’s claim;
(b)    references to the specific Plan provisions on which the denial of the Participant’s claim was based;
(c)    a description of any additional information or material required by the Administrator to reconsider the Participant’s claim (to the extent applicable) and an explanation of why such material or information is necessary; and
(d)    a description of the Plan’s review procedures and time limits applicable to such procedures, including a statement of the Participant’s right to bring a civil action under Section 502(a) of ERISA following a benefit claim denial on review.
Section 5.02    Appeal of Denied Claims. If the Participant’s claim is denied (or deemed denied) and he or she wishes to submit a request for a review of the denied claim, the Participant or his or her authorized representative must follow the procedures described below:
(a)    Upon receipt of the denied claim, the Participant (or his or her authorized representative) may file a request for review of the claim in writing with the Administrator. This request for review must be filed no later than sixty (60) days after the Participant has received written notification of the denial (or no later than sixty (60) days after the claim is deemed denied).
(b)    The Participant has the right to submit in writing to the Administrator any comments, documents, records or other information relating to his or her claim for benefits.
(c)    The Participant has the right to be provided with, upon request and free of charge, reasonable access to and copies of all pertinent documents, records and other information that is relevant to his or her claim for benefits.

6




(d)    A request for review must set forth all of the grounds on which it is based, all facts in support of the request and any other matters that the Participant feels are pertinent.
(e)    The review of the denied claim shall take into account all comments, documents, records and other information that the Participant submitted relating to his or her claim, without regard to whether such information was submitted or considered in the initial denial of his or her claim.
(f)    The Administrator may require the Participant to submit additional facts, documents or other material as he or she may find necessary or appropriate in making his or her review.
Section 5.03    Administrator’s Response to Appeal. The Administrator shall provide the Participant with written notice of its decision within sixty (60) days after the Administrator’s receipt of the Participant’s written claim for review. There may be special circumstances which require an extension of this sixty (60)-day period. In any such case, the Administrator shall notify the Participant in writing within the sixty (60)-day period and the final decision shall be made no later than one hundred and twenty (120) days after the Administrator’s receipt of the Participant’s written claim for review. This notice of extension shall describe the special circumstances necessitating the additional time and the date by which the Administrator is to render his or her decision on review. The Administrator’s decision on the Participant’s claim for review shall take into account all comments, documents, records and other information submitted by the applicant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination, shall be communicated to the Participant in writing and shall clearly state:
(a)    the specific reason or reasons for the denial of the Participant’s claim;
(b)    reference to the specific Plan provisions on which the denial of the Participant’s claim is based;
(c)    a statement that the Participant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, the Plan and all documents, records and other information relevant to his or her claim for benefits; and
(d)    a statement describing the Participant’s right to bring an action under Section 502(a) of ERISA.
Section 5.04    Exhaustion of Administrative Remedies. The exhaustion of these claims procedures is mandatory for resolving every claim and dispute arising under the Plan. As to such claims and disputes:
(a)    no claimant shall be permitted to commence any legal action to recover benefits or to enforce or clarify rights under the Plan under Section 502 or Section 510 of ERISA or under any other provision of law, whether or not statutory, until these claims procedures have been exhausted in their entirety; and
(b)    in any such legal action, all explicit and implicit determinations by the Administrator (including, but not limited to, determinations as to whether the claim, or a request for a review of a denied claim, was timely filed) shall be afforded the maximum deference permitted by law.
Section 5.05    Arbitration. Subject to Section 5.04, any dispute, controversy or claim arising out of or related to the Plan shall be submitted to and decided by binding arbitration in either Los Angeles County or Orange County before a single arbitrator. Arbitration shall be administered exclusively by JAMS

7




pursuant to either its Streamlined Arbitration Rules and Procedures or (if applicable) its Comprehensive Arbitration Rules, as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding.
ARTICLE VI
ADMINISTRATION, AMENDMENT AND TERMINATION
Section 6.01    Administration. The Administrator has the exclusive right, power and authority, in its sole and absolute discretion, to administer and interpret the Plan. The Administrator has all powers reasonably necessary to carry out its responsibilities under the Plan including (but not limited to) the sole and absolute discretionary authority to:
(a)    administer the Plan according to its terms and to interpret Plan policies and procedures;
(b)    resolve and clarify inconsistencies, ambiguities and omissions in the Plan and among and between the Plan and other related documents;
(c)    take all actions and make all decisions regarding questions of eligibility and entitlement to benefits, and benefit amounts;
(d)    make, amend, interpret, and enforce all appropriate rules and regulations for the administration of the Plan;
(e)    process and approve or deny all claims for benefits; and
(f)    decide or resolve any and all questions, including benefit entitlement determinations and interpretations of the Plan, as may arise in connection with the Plan.
The decision of the Administrator on any disputes arising under the Plan, including (but not limited to) questions of construction, interpretation and administration shall be final, conclusive and binding on all persons having an interest in or under the Plan. The Administrator may delegate any of its duties hereunder to such person or persons from time to time as it may designate. Any such delegation shall be in writing.
Section 6.02    Amendment and Termination. The Plan may be amended or terminated by the Compensation Committee or the Board of Directors of the Company at any time, provided that, without the consent of an affected Participant, the Plan may not be amended or terminated in respect of the Participant during the twenty-four (24) months immediately following a Change in Control and any amendment or termination of the Plan in respect of the Participant effected within six (6) months preceding a Change in Control shall be disregarded if the Participant incurs a Qualifying Termination during such period.
ARTICLE VII
GENERAL PROVISIONS
Section 7.01    At-Will Employment. The Plan does not alter the status of each Participant as an at-will employee of the Company or its Affiliates. Nothing contained herein shall be deemed to give any Participant the right to remain employed by the Company or its Affiliates or to interfere with the rights of the Company or its Affiliates to terminate the employment of any Participant at any time, with or without Cause.

8




Section 7.02    Effect on Other Plans, Agreements and Benefits.
(a)    Each Participant who incurs a Qualifying Termination shall remain entitled to any benefits to which he or she would otherwise be entitled under the terms and conditions of the Company’s tax-qualified retirement plans and non-qualified deferred compensation plans or those of its Affiliates and nothing contained in the Plan is intended to waive or relinquish the Participant’s vested rights in such benefits.
(b)    Any severance benefits payable to a Participant under the Plan shall not be counted as compensation for purposes of determining benefits under any other benefit policies or plans of the Company or its Affiliates, except to the extent expressly provided therein.
(c)    The treatment of any awards made to a Participant under the Equity Plan will be governed by the terms of the Equity Plan and the applicable equity award agreements.
Section 7.03    Mitigation. Except as provided in Section 3.02(c), the amount of any payment or benefit provided for in this Plan shall not be reduced by any compensation earned by the Participant as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Participant to the Company, or otherwise.
Section 7.04    Severability. The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision of the Plan. If any provision of the Plan is held by a court of competent jurisdiction to be illegal, invalid, void or unenforceable, such provision shall be deemed modified, amended and narrowed to the extent necessary to render such provision legal, valid and enforceable, and the other remaining provisions of the Plan shall not be affected but shall remain in full force and effect.
Section 7.05    Headings and Subheadings. Headings and subheadings contained in the Plan are intended solely for convenience and no provision of the Plan is to be construed by reference to the heading or subheading of any section or paragraph.
Section 7.06    Unfunded Obligations. The amounts to be paid to Participants under the Plan are unfunded obligations of the Company. The Company is not required to segregate any monies or other assets from its general funds with respect to these obligations. Participants shall not have any preference or security interest in any assets of the Company other than as a general unsecured creditor.
Section 7.07    Successors. The Plan shall be binding upon any successor to the Company, its assets, its businesses or its interest (whether as a result of the occurrence of a Change in Control or otherwise), in the same manner and to the same extent that the Company would be obligated under the Plan if no succession had taken place. In the case of any transaction in which a successor would not by the foregoing provision or by operation of law be bound by the Plan, the Company shall require any successor to the Company to expressly assume the Plan in writing and honor the obligations of the Company hereunder, in the same manner and to the same extent that the Company would be required to perform if no succession had taken place. All payments and benefits that become due to a Participant under the Plan shall inure to the benefit of his or her heirs, assigns, designees or legal representatives.
Section 7.08    Transfer and Assignment. Neither a Participant nor any other person shall have any right to sell, assign, transfer, pledge, anticipate or otherwise encumber, transfer, hypothecate or convey any amounts payable under the Plan prior to the date that such amounts are paid, except that, in the case of a Participant’s death, such amounts shall be paid to the Participant’s beneficiaries.

9




Section 7.09    Waiver. Any party’s failure to enforce any provision or provisions of the Plan shall not in any way be construed as a waiver of any such provision or provisions, nor prevent any party from thereafter enforcing each and every other provision of the Plan.
Section 7.10    Governing Law. To the extent not pre-empted by federal law, the Plan shall be construed in accordance with and governed by the laws of the State of Delaware without regard to conflicts of law principles. Subject to Section 5.05, any action or proceeding to enforce the provisions of the Plan shall be brought only in a state or federal court located in the State of California in either Los Angeles County or Orange County and each party consents to the venue and jurisdiction of such court.
Section 7.11    Clawback. Any amounts payable under the Plan are subject to any policy (whether in existence as of the Effective Date or later adopted) established by the Company or its Affiliates providing for clawback or recovery of amounts that were paid to the Participant. The Company shall make any determination for clawback or recovery in its sole discretion and in accordance with any applicable law or regulation.
Section 7.12    Withholding. The Company and its Affiliates shall have the right to withhold from any amount payable hereunder any Federal, state and local taxes in order for the Company or its Affiliates to satisfy any withholding tax obligation it may have under any applicable law or regulation.
Section 7.13    Section 409A. The intent of the Company and the Participants is that payments and benefits under this Plan be exempt from, or comply with, Section 409A of the Code, and accordingly, to the maximum extent permitted, this Plan shall be interpreted and administered to be in accordance therewith. Notwithstanding anything contained herein to the contrary, a Participant shall not be considered to have terminated employment with the Company or its Affiliates for purposes of any payments under this Plan which are subject to Section 409A of the Code until the Participant would be considered to have incurred a “separation from service” within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under this Plan shall be construed as a separate identified payment for purposes of Section 409A of the Code, and any payments described in this Plan that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Plan during the six (6)-month period immediately following a Participant’s separation from service shall instead be paid on the first business day after the date that is six (6) months following the Participant’s separation from service (or, if earlier, death). To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts reimbursable to the Participant under this Plan shall be paid to the Participant on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representation that any or all of the payments described in this Plan shall be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A of the Code.

10




EXHIBIT A
Schedule of Participants other than CEO
1.
Chief Legal Officer – Mike Alvarado
2.
Co-Chief Operating Officer – Kofi Bonner
3.
Chief Financial Officer – Erik Higgins
4.
Co-Chief Operating Officer – Lynn Jochim
5.
Chief Policy Officer – Greg McWilliams


11




EXHIBIT B
Form of Release and Severance Agreement

CONFIDENTIAL WAIVER AND GENERAL RELEASE

This Waiver and General Release is entered into by     ________, (hereinafter collectively referred to as “I,” “me” or “my”), and Five Point Communities Management, Inc. (the “Company”) on behalf of itself and its parent companies, subsidiaries, affiliates, and related companies, and each of their predecessor and successor organizations, and each of their current and former shareholders, partners, members, officers, directors, owners, employees, agents and representatives (collectively with the Company hereinafter referred to as “Five Point”). Five Point and _________ are referred to in this Agreement as the “Parties.”

WHEREAS, I am currently employed by the Company as the ________, ___________.
WHEREAS, my employment with the Company will end as mutually agreed effective _______ __, 20__; and
WHEREAS, I, on the one hand, and Five Point, on the other hand, desire to settle and dispose of fully and completely any and all existing or potential disputes, claims and demands, arising out of, or attributable to, my employment relationship or termination of employment, or any other claims whatsoever, through the Effective Date of this Waiver and General Release on the terms and conditions set forth herein;
NOW THEREFORE, in consideration of the promises contained herein, the parties agree as follows:
1.    Separation/Resignation from Positions/Memberships. I confirm that my active, full-time employment with the Company as an employee will end effective ________. In connection with my separation, I shall resign from any other positions and memberships with Five Point (including the Company) upon my separation from the Company.
2.    Pay/Benefits. In connection with my separation, I will be paid for all wages and all accrued and unused vacation and personal time through ____________. Group health benefits for which I currently am eligible will remain in effect to and through _____________. My accrual of, and eligibility for, vacation, personal time, sick pay, holiday pay, and any other employee benefits and privileges will cease on ______________. I understand and agree that except as otherwise set forth in this Waiver and General Release, I will have been paid all compensation legally due and owed by Five Point. I agree that I will not seek anything further, including any other payment or any rights or benefits from Five Point.
3.    Release. I hereby release and give up any and all actions, claims and rights (hereinafter “Claims”) which I may have against Five Point. This releases all Claims, including those of which I am not aware and those not mentioned in this Waiver and General Release through the Effective Date of this Waiver and General Release. This Waiver and General Release includes, but is not limited to, any and all Claims that arise out of or in any way relate to my employment or separation of employment with the Company. I specifically release any and all matters, causes or Claims which I may have against Five Point, including, but not limited to, any Claims arising under Title VII of the Civil Rights Act of 1964, as amended, the Equal Pay Act, the Employee Retirement Income Security Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act of 1990, the California Fair Employment and Housing Act, the Family Medical Leave Act, the California Family Rights Act, the Worker Adjustment Retraining Notification Act, the

12




California Labor Code or any other federal, state or local laws or ordinances and any common-law claims under tort, contract, or any other theories now or hereafter recognized including any claims for wages, overtime, bonuses or any other forms of remuneration.
By this release, I do not waive any entitlement to any vested benefit under The Five Point 401k Plan. Also, excluded from this Waiver and General Release are any claims or rights which cannot be waived by law including claims for unemployment insurance, workers’ compensation (however, the release does include claims pursuant to Labor Code Sections 132a and 4558) or indemnification as required by law. In addition, nothing in this Waiver and General Release prevents me from filing a charge with the EEOC or the DFEH or otherwise cooperating with or providing information to the EEOC or the DFEH. However, I understand that this Waiver and General Release does prohibit me from obtaining any personal or monetary relief for me based on such a charge or based on me providing information to or cooperating with the EEOC and/or the DFEH.
I expressly understand that among the various rights and claims being waived by me in this Waiver and General Release are those arising under the Age Discrimination in Employment Act (“ADEA”), and in that regard, I specifically acknowledge that I have read and understand the provisions of Paragraphs 13, 14 and 17 below before signing this Waiver and General Release. This general release does not cover rights or claims under the ADEA arising after I sign this Waiver and General Release.
I agree not to file, or cause to be filed, any complaint, charge, claim or action involving any Claims I have released in the foregoing paragraph and agree to withdraw any claims or lawsuits I have filed, or were filed on my behalf, prior to the Effective Date of this Waiver and General Release. Furthermore, I give up all rights to individual damages in connection with any administrative or court proceeding with respect to my employment with or termination of employment from, the Company. I also agree that if I am awarded money damages, I will assign to Five Point my right and interest to such money damages. I agree and acknowledge that if I break this promise not to sue then I will be liable for all consequential damages, including the legal expenses and fees incurred by Five Point, in defending such a claim. Alternatively, at Five Point’s option, as allowed by law, I will be required to pay back to Five Point upon demand the payments I received under this Waiver and General Release.
4.    Waiver. It is my intention in executing this Waiver and General Release and receiving the consideration called for by this Waiver and General Release that this instrument shall be effective as a full and final accord and satisfaction and general release of all Claims, known or unknown. I acknowledge that this Waiver and General Release resolves all legal claims I may have against Five Point as of the date of this Waiver and General Release, regardless of whether I actually know about them or not. I understand that this instrument shall be effective as a full and final release of all Claims. I acknowledge that I am familiar with and have been provided with separate consideration for that portion of Section 1542 of the Civil Code of the State of California which provides as follows:
“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
I waive any right which I have under the above-mentioned Section 1542 to the fullest extent that I may lawfully waive all such rights pertaining to the subject matter of this Waiver and General Release. In connection with the above waiver, I am aware that I may hereafter discover claims or facts in addition to or different from those I now know or believe to exist with respect to the subject matter of this instrument or Five Point. However, I and my successors and assigns hereby settle and release all of the Claims which I may have against Five Point.

13




5.    No Admissions. I agree and acknowledge that this Waiver and General Release is not to be construed as an admission of any violation of any federal, state or local statutes, ordinance or regulation or any duty allegedly owed by Five Point to me. Five Point specifically disclaims any liability to me on any basis.
6.    Consideration. In return for the promises contained herein, after the mutual execution and delivery of this Waiver and General Release by me and Five Point, assuming I do not revoke this Waiver and General Release as provided below, I will receive the following from Five Point:
(List Considerations)
I understand that I would not normally be entitled to the Consideration due to my voluntary resignation of employment prior to the end of the calendar year. However, in exchange for my execution of this Waiver and General Release, the Company has agreed to ________________.
Receipt of such Consideration is contingent upon my adherence to the terms of this Waiver and General Release including compliance with Sections 7 through 11, inclusive. I further understand that the foregoing is not required by any policy or practice of Five Point. I further agree in return for receipt of the foregoing to abide by all of Five Point’s rules, policies and procedures applicable to former employees.
7.    Cooperation. At mutually convenient times and without interfering with any other employment I may have or with my search for new employment, I agree to cooperate in good faith with Five Point in the orderly transfer of work and in connection with responding to any inquiries that may arise with respect to matters that I was responsible for or involved with during my employment with the Company. In addition, I also agree to answer any questions and/or provide assistance to executives, employees and/or outside counsel of Five Point in connection with my areas of expertise and with respect to projects and matters in my area of expertise and for projects and matters that I handled during my employment at Five Point.
I further agree to cooperate in good faith with Five Point and make myself readily available to Five Point, as Five Point may reasonably request, to assist it in any matter, including giving truthful testimony in litigation or potential litigation, over which I may have pertinent knowledge, information or expertise. In addition, I agree, in the event that I receive an informal request or am served with legal process (such as a subpoena or court order) purporting to require a disclosure of information regarding Five Point, that I: (a) to the extent permitted by law, will make no such disclosure until Five Point has had a reasonable opportunity to contest the right of the requesting person or entity to such disclosure; and (b) immediately upon my receipt of such legal process or informal request to testify or produce documents, will provide a copy of all such legal papers, written requests and documents served upon me or otherwise delivered to me by overnight mail to Alma Terranova, Vice President, Human Resources, Five Point Communities Management, Inc. 25124 Springfield Court. Suite 300, Valencia, California 91355.
8.    Return of Property/Documents/Equipment. I represent that on or before _________, I will deliver to the Company all property of Five Point and all files, memoranda, records, keys, security cards, communication devices including mobile phones, laptops, and other documents, equipment and materials (and copies thereof), of whatever nature, in my possession, relating to Five Point and Five Point’s clients, including without limitation, information contained in or on computer files, disks or other data storage mediums. I further agree that I shall not directly or indirectly interfere with, tamper with, alter, damage or destroy Five Point’s property, including electronic files. If after the Effective Date of this Waiver and General Release I locate any of Five Point’s property, documents or equipment, I agree to return such property, documents or equipment to the Company.

14




9.    Confidentiality and Non-Disparagement. I hereby agree not to disclose the fact that this Waiver and General Release was entered into between Five Point and me. I further agree not to disclose the terms of this Waiver and General Release (including the Consideration being provided to me) except as necessary to my attorneys and accountants or pursuant to any lawful subpoena. I also agree not to disparage Five Point or to make any disparaging comments about Five Point. I understand that this provision regarding confidentiality and non-disparagement constitutes a substantial inducement for Five Point to enter into this Waiver and General Release.
10.    Confidential Information. I understand and agree that in the course of my employment with the Company, I have acquired confidential, proprietary, trade secret information concerning Five Point, which information is not generally known or readily available to competitors or the public. I understand and agree that I continue to be bound by any confidentiality and/or non-disclosure agreement(s) signed by me in connection with my employment with Five Point. Notwithstanding anything to the contrary in this Waiver and General Release, Five Point agrees that I shall not be prohibited from reporting possible violations of federal or state law or regulation to any governmental agency or entity or making other disclosures that are protected under the whistleblower provisions of federal or state law or regulation, nor am I required to notify Five Point regarding any such reporting, disclosure or cooperation with the government. Notwithstanding anything set forth in this Waiver and General Release to the contrary, pursuant to the Defend Trade Secrets Act, 18 U.S.C. § 1833(b), I understand that I will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret of Five Point that (i) is made (x) in confidence to a Federal, State, or local government official, either directly or indirectly, or my attorney and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. I understand that if I file a lawsuit for retaliation by Five Point for reporting a suspected violation of law, I may disclose the trade secret to my attorney and use the trade secret information in the court proceeding if I (A) file any document containing the trade secret under seal, and (B) do not disclose the trade secret, except pursuant to court order. Nothing in this Waiver and General Release, or any other agreement that I have with Five Point, is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section.
11.    Non-solicitation of Employees/Consultants; Non-Interference. I agree that for a period of twelve (12) months immediately following the separation of my employment with the Company, I shall not, either directly or indirectly, either for myself or for any other person or entity, solicit or recruit or attempt to solicit or recruit any of Five Point’s employees, consultants, contractors, agents or representatives to leave their employment or end their engagement with Five Point.
In order to protect Five Point’s trade secrets (as such term is defined by California law), I acknowledge and agree that I shall not, either directly or indirectly, either for myself or for any other person or entity, use Five Point’s trade secrets in order to induce or attempt to induce any client, vendor, supplier or other trade related business relation of Five Point to cease doing business with Five Point or in any way interfere with the relationship between any client, vendor, supplier or other trade related business relation and Five Point (including, but not limited to, making any disparaging statements or communications about Five Point or any of its current or former officers, directors, board members and employees).
12.    Who is Bound. I am bound by this Waiver and General Release. Anyone who succeeds to my rights and responsibilities, such as my heirs or the executor of my estate, is also bound by this Waiver and General Release. This Waiver and General Release is made for Five Point’s benefit and to anyone who succeeds to Five Point’s rights and responsibilities.
13.    No Inducements. I further warrant that no promise or inducement for this Waiver and General Release has been made except as set forth herein, that this Waiver and General Release is executed without reliance upon any

15




statement or representation by any person or parties released, their officers, directors, employees, agents or representatives, concerning any fact material to my act in releasing them, and that I am legally competent to execute this Waiver and General Release and accept full responsibility therefor.
14.    Time Periods. I have been given twenty-one (21) days to consider this Waiver and General Release. If I choose to sign this Waiver and General Release before that time period expires, I do so knowingly and voluntarily. I also understand that I have up to seven (7) days after agreeing to this Waiver and General Release to rescind my agreement by notifying Five Point (c/o Alma Terranova, Vice President, Human Resources, Five Point Communities Management, Inc. 25124 Springfield Court. Suite 300, Valencia, California 91355), of this fact in writing within the seven (7) day period. The effective date of this Waiver and General Release will be at the end of the seven (7) day period if no revocation has been received (“Effective Date”).
15.    Re-employment. In further consideration for the promises in this Waiver and General Release, I agree that Five Point has no obligation to employ me or offer me employment in the future and I shall have no recourse against Five Point if it refuses to employ me or offer me employment. If I do seek re-employment, then this Waiver and General Release shall constitute sufficient cause for Five Point to refuse to re-employ me. Notwithstanding the foregoing, Five Point has the right to offer to re-employ me in the future if, in its sole discretion, it chooses to do so.
16.    Affirmations.    
I affirm that I have not filed, caused to be filed, and presently am not a party to any claim, complaint, or action against Five Point in any forum.
I certify and affirm that I have not experienced a job-related illness or injury for which I have not already filed a claim.
I further affirm that I have been provided, if applicable, and/or have not been denied any leave requested under the Family and Medical Leave Act and/or any other federal, state or local leave law.
I further affirm I have not complained of and am not aware of any fraudulent activity or any act(s) which would form the basis of a claim of fraudulent or illegal activity of Five Point.

17.    Representations. I understand and agree that I understand the contents, implications, and consequences of this Waiver and General Release and that I agree to the terms of this Waiver and General Release and have executed it voluntarily. I have been advised by Five Point to consult with an attorney of my own choosing.

18.    Entire Agreement. This Waiver and General Release sets forth the entire agreement between the parties hereto, and fully supersedes any prior agreements or understandings between the parties, with the exception of any confidentiality, non-disclosure, non-compete, assignment of proprietary rights, or non-solicitation agreement(s) signed by me in connection with my employment with the Company (the “Prior Agreements”), for which obligations remain in full force and effect and are in addition to the obligations set forth herein, and I expressly acknowledge my intent to adhere to the promises contained in those Prior Agreements. This Waiver and General Release may not be modified orally.

19.    Governing Law. This Waiver and General Release is made and entered into in the State of California and shall in all respects be interpreted, enforced and governed under the laws of said State. The language of all parts of this Waiver and General Release shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties.


16




20.    Invalidity. Should any provision of this Waiver and General Release be declared to be determined by any court to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby. Moreover, if any one or more of the provisions of this Agreement shall be held to be excessively overbroad as to duration, activity or subject, such provision shall be construed by limiting and reducing them so as to be enforceable to the maximum extent allowed by applicable law.

21.    Arbitration. All controversies, claims, disputes, and matters in question arising out of, or relating to, this Waiver and General Release, or the breach thereof, shall be decided by arbitration in accordance with the provisions of this paragraph. The arbitration proceedings shall be conducted under the applicable rules of the Judicial Arbitration Mediation Service (“JAMS”) or any dispute resolution agency agreed to by the parties. The arbitration board will consist of one arbitrator chosen by Five Point and me. If Five Point and I cannot agree upon an arbitrator, Five Point and I shall submit to the procedure utilized by JAMS or other dispute resolution agency, as the case may be, to choose an arbitrator. The decision of the arbitrator, including determination of amount of any damages suffered, shall be conclusive, final, and binding on Five Point and me, our respective heirs, legal representatives, successors, and assigns. The arbitrator shall be bound to follow California law and case precedent. The losing party shall pay to the successful party its expenses in the arbitration for arbitration costs, including arbitrator’s fees and attorneys’ fees, fees for expert testimony, and for other expenses of presenting its case. Notwithstanding the above, either party may, in its discretion, obtain any provisional remedy including without limitation, injunctive or similar relief, from any court of competent jurisdiction as may be necessary to protect their respective rights and interests if necessary to avoid irreparable harm including any violations of the Prior Agreements.

I ACKNOWLEDGE AND AGREE THAT I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS WAIVER AND GENERAL RELEASE; THAT TO THE EXTENT I HAVE DESIRED I HAVE AVAILED MYSELF OF THAT RIGHT; THAT I HAVE CAREFULLY READ AND UNDERSTAND ALL OF THE PROVISIONS OF THIS WAIVER AND GENERAL RELEASE; AND THAT I AM VOLUNTARILY ENTERING INTO THE AGREEMENTS SET FORTH HEREIN.

IN WITNESS WHEREOF, the undersigned have executed this Waiver and General Release as of the date written freely and voluntarily.

ACKNOWLEDGED AND AGREED:

_________________________________________    Dated: ___________________
By: Five Point Communities Management, Inc.
    
_________________________________________    Dated: ___________________
By: Michael Alvarado
Its: Chief Legal Officer

17
EX-10.27 4 fph-123118x10kxexhx1027.htm EXHIBIT 10.27 Exhibit

Exhibit 10.27

TERMINATION OF DEVELOPMENT MANAGEMENT AGREEMENT
(CANDLESTICK POINT MIXED-USE PROJECT)

This TERMINATION OF DEVELOPMENT MANAGEMENT AGREEMENT (CANDLESTICK POINT MIXED-USE PROJECT) (this “Termination”) dated as of February 13, 2019 (the “Termination Effective Date”), is made by and between CPHP DEVELOPMENT, LLC, a Delaware limited liability company (“CPHP”), and THE NEWHALL LAND AND FARMING COMPANY, LLC, a Delaware limited liability company (“Manager”).
RECITALS
A.CPHP and Manager have entered into that certain Development Management Agreement (Candlestick Point Mixed-Use Project), dated as of July 2, 2016 (the “Agreement”), in connection with Manager’s provision of certain management services to CPHP with respect to CPHP’s development of certain properties in the Mixed-Use Project located in the City and County of San Francisco, California, all as more particularly set forth in the Agreement. Any capitalized term set forth but not defined herein shall have the meaning ascribed to such term in the Agreement.

B.Five Point Operating Company, LP, a Delaware limited partnership (successor to Five Point Operating Company, LLC, a Delaware limited liability company) and Affiliate of Manager (“Guarantor”), has provided a Guaranty Agreement (Development Management Agreement - Candlestick Point Mixed-Use Project), dated as of July 2, 2016 (the “Guaranty”), in favor of CPHP pursuant to which Guarantor guaranties the performance and completion by Manager of certain of Manager’s obligations under the Agreement, as more particularly set forth in the Guaranty.

C.CPHP and Manager desire to terminate the Agreement and amend the Guaranty on the terms and conditions set forth herein.
AGREEMENT
NOW THEREFORE, in consideration of the mutual undertakings and covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CPHP and Manager agree as follows:
1.Termination of the Agreement. The Parties hereby terminate the Agreement as of the Termination Effective Date. Upon Manager’s completion of Manager’s post-termination obligations pursuant to section 6.4 of the Agreement, the Parties shall have no further obligations or liabilities to each other under the Agreement except for the rights and obligations set forth in (a) section 3.4 and article 7 of the Agreement, in each instance only to the extent rights or obligations under section 3.4 and/or article 7 of the Agreement arose or relate to the period prior to the Termination Effective Date and (b) section 12.15 of the Agreement.
2.Amendment of the Guaranty. Each of Guarantor and Manager agrees that the Guaranty shall be deemed to have been amended so that the Obligations (as defined in the Guaranty)

    




guaranteed by Guarantor are the obligations of Manager as amended and terminated by this Agreement.
3.No Conflicts. In the event of any conflict or inconsistency between any provision of this Termination and any provision of the Agreement or the Guaranty, this Termination shall govern and control.
4.Counterparts. This Termination may be executed in any number of counterparts, each of which, when so executed and delivered, shall be deemed an original, and all of which together shall constitute one and the same instrument. This Termination shall become effective when the Parties have duly executed and delivered signature pages of this Termination to each other. Delivery of this Termination may be effectuated by hand delivery, mail, overnight courier or electronic communication (including by PDF sent by electronic mail, facsimile or similar means of electronic communication). Any signatures (including electronic signatures) delivered by electronic communication shall have the same legal effect as physically delivered original signatures.
5.Authority. Manager and CPHP each represent and warrant that (a) it has full right and authority to enter into and perform this Termination; (b) each person signing this Termination for it is authorized to so sign; (c) the execution, consent or acknowledgment of no other Person is necessary in order to validate its entry into and performance of this Termination; (d) its entry into and performance of this Termination does not violate any written agreement binding on it; and (e) this Termination is a legal, valid, binding and enforceable obligation of it.
6.Governing Law. This Termination shall be governed and construed under the laws of the State of California without regard to its conflict of law principles.

[Signature Page Follows]


2




IN WITNESS WHEREOF, the parties hereto have caused this Termination to be duly executed as of the Termination Effective Date.

CPHP:

CPHP DEVELOPMENT, LLC,
a Delaware limited liability company
 
 
By:
UST Lennar HW SCALA SF Joint Venture,
 
 
 
a Delaware general partnership,
 
 
 
its managing member
 
 
 
 
 
 
By:
/s/ Jonathan Jaffe
 
 
Name:
Jonathan Jaffe
 
 
Title:
President
 
 
 
 
 
MANAGER:

THE NEWHALL LAND AND FARMING COMPANY, LLC,
 
 
 
a Delaware limited liability company
 
 
 
 
 
 
By:
/s/ Emile Haddad
 
 
Name:
Emile Haddad
 
 
Title:
President & Chief Executive Officer
 
 
 
 
 
 
By:
/s/ Michael Alvarado
 
 
Name:
Michael Alvarado
 
 
Title:
Vice President
 
 
 
 
 
 
 
Agreed and Accepted:
 
 
 
GUARANTOR:
 
 
 
 
 
 
 
FIVE POINT OPERATING COMPANY, LP,
 
 
 
a Delaware limited partnership
 
 
 
 
 
 
By:
/s/ Emile Haddad
 
 
Name:
Emile Haddad
 
 
Title:
President & Chief Executive Officer
 
 
 
 
 
 
By:
/s/ Michael Alvarado
 
 
Name:
Michael Alvarado
 
 
Title:
Vice President
 
 
 
 
 







EX-21.1 5 fph-123118x10kxexx211.htm EXHIBIT 21.1 Exhibit


Exhibit 21.1
List of Subsidiaries
 
 
 
 
Name
  
Jurisdiction of Incorporation or Organization
Five Point Operating Company, LP
  
Delaware
Five Point Holdings, Inc.
  
Delaware
Five Point Opco GP, LLC
 
Delaware
Five Point Capital Corp.
 
Delaware
Five Point Communities Management, Inc.
  
Delaware
Five Point Communities, LP
  
Delaware
Five Point Land, LLC
  
Delaware
LandSource Holding Company, LLC
  
Delaware
NWHL GP LLC
  
Delaware
The Newhall Land and Farming Company (A California limited partnership)
  
California
The Newhall Land and Farming Company, Inc.
  
Delaware
The Newhall Land and Farming Company, LLC
  
Delaware
Tournament Players Club at Valencia, LLC
  
California
LandSource Communities Development Sub LLC
  
Delaware
Southwest Communities Development LLC
  
Delaware
Legacy Lands, LLC
  
Delaware
SRV Holdings
  
Florida
Stevenson Ranch Venture, LLC
  
Delaware
Five Point Heritage Fields, LLC
  
Delaware
FPOVHI Member, LLC
 
Delaware
The Shipyard Communities, LLC
  
Delaware
The Shipyard Communities Retail Operator, LLC
  
Delaware
AG Phase 1 SLP, LLC
  
Delaware
AG Phase 2 SLP, LLC
  
Delaware
AG Phase 3A SLP, LLC
 
Delaware
AG Phase 3B SLP, LLC
  
Delaware
AG Phase 4 SLP, LLC
 
Delaware
CP Development Co., LLC
  
Delaware
TSC Management Co., LLC
  
Delaware
MDP Holding Company, LLC
 
Delaware
Madera DP2, LLC
 
Delaware


EX-23.1 6 fph-123118x10kxexhx231.htm EXHIBIT 23.1 Exhibit
Exhibit 23.1


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No. 333-225624 on Form S-3 and Registration Statement No. 333-218931 on Form S-8 of our report dated March 14, 2019, relating to the financial statements and financial statement schedules of Five Point Holdings, LLC and subsidiaries (which report expresses an unqualified opinion and includes an explanatory paragraph regarding the adoption of Accounting Standards Codification No. 606), appearing in this Annual Report on Form 10-K of Five Point Holdings, LLC for the year ended December 31, 2018.
/s/ DELOITTE & TOUCHE LLP

Los Angeles, California
March 14, 2019


EX-31.1 7 fph-123118x10kxexhx311.htm EXHIBIT 31.1 Exhibit
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a­14(a) AND 15d­14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Emile Haddad, certify that:
1.
I have reviewed this annual report on Form 10-K of Five Point Holdings, LLC;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a­15(e) and 15d­15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 14, 2019
 
/s/ Emile Haddad
 
 
 
Emile Haddad
 
 
 
Chairman, President and Chief Executive Officer
 
 
 
(Principal Executive Officer)
 

EX-31.2 8 fph-123118x10kxexhx312.htm EXHIBIT 31.2 Exhibit
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULES 13a­14(a) AND 15d­14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Erik Higgins, certify that:
1.
I have reviewed this annual report on Form 10-K of Five Point Holdings, LLC;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a­15(e) and 15d­15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 14, 2019
 
/s/ Erik Higgins
 
 
 
Erik Higgins
 
 
 
Chief Financial Officer and Vice President
 
 
 
(Principal Financial and Accounting Officer)
 

EX-32.1 9 fph-123118x10kxexhx321.htm EXHIBIT 32.1 Exhibit
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Five Point Holdings, LLC (the “Company”) on Form 10-K for the period ended December 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:
 
(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
 
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Date:
March 14, 2019
 
 
/s/ Emile Haddad
 
 
 
 
Emile Haddad
 
 
 
 
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
 
 A signed original of this written statement as required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
 

EX-32.2 10 fph-123118x10kxexhx322.htm EXHIBIT 32.2 Exhibit


Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Five Point Holdings, LLC (the “Company”) on Form 10-K for the period ended December 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:
 
(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
 
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Date:
March 14, 2019
 
 
/s/ Erik Higgins
 
 
 
 
Erik Higgins
 
 
 
 
Chief Financial Officer and Vice President
(Principal Financial and Accounting Officer)
 
 
 A signed original of this written statement as required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.



EX-101.SCH 11 fph-20181231.xsd XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2159100 - Disclosure - Accumulated Other Comprehensive Loss link:presentationLink link:calculationLink link:definitionLink 2459401 - Disclosure - Accumulated Other Comprehensive Loss (Details) link:presentationLink link:calculationLink link:definitionLink 2109100 - Disclosure - Acquisitions and Disposals link:presentationLink link:calculationLink link:definitionLink 2409404 - Disclosure - Acquisitions and Disposals - Assets Acquired and Liabilities Assumed (Details) link:presentationLink link:calculationLink link:definitionLink 2409403 - Disclosure - Acquisitions and Disposals - Consideration Transferred (Details) link:presentationLink link:calculationLink link:definitionLink 2409402 - Disclosure - Acquisitions and Disposals - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2409405 - Disclosure - Acquisitions and Disposals - Pro Forma Information (Details) link:presentationLink link:calculationLink link:definitionLink 2309301 - Disclosure - Acquisitions and Disposals (Tables) link:presentationLink link:calculationLink link:definitionLink 2107100 - Disclosure - Business and Organization link:presentationLink link:calculationLink link:definitionLink 2407401 - Disclosure - Business and Organization (Details) link:presentationLink link:calculationLink link:definitionLink 2137100 - Disclosure - Commitments and Contingencies link:presentationLink link:calculationLink link:definitionLink 2437403 - Disclosure - Commitments and Contingencies - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2437402 - Disclosure - Commitments and Contingencies - Operating Leases (Details) link:presentationLink link:calculationLink link:definitionLink 2337301 - Disclosure - Commitments and Contingencies (Tables) link:presentationLink link:calculationLink link:definitionLink 1002000 - Statement - Consolidated Balance Sheets link:presentationLink link:calculationLink link:definitionLink 1002001 - Statement - Consolidated Balance Sheets (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 1005000 - Statement - Consolidated Statements of Capital link:presentationLink link:calculationLink link:definitionLink 1005001 - Statement - Consolidated Statements of Capital (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 1006000 - Statement - Consolidated Statements of Cash Flows link:presentationLink link:calculationLink link:definitionLink 1006001 - Statement - Consolidated Statements of Cash Flows (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 1004000 - Statement - Consolidated Statements of Comprehensive Income (Loss) link:presentationLink link:calculationLink link:definitionLink 1003000 - Statement - Consolidated Statements of Operations link:presentationLink link:calculationLink link:definitionLink 2116100 - Disclosure - Consolidated Variable Interest Entity link:presentationLink link:calculationLink link:definitionLink 2416401 - Disclosure - Consolidated Variable Interest Entity (Details) link:presentationLink link:calculationLink link:definitionLink 0001000 - Document - Document and Entity Information link:presentationLink link:calculationLink link:definitionLink 2158100 - Disclosure - Earnings Per Share link:presentationLink link:calculationLink link:definitionLink 2458402 - Disclosure - Earnings Per Share - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2458403 - Disclosure - Earnings Per Share - Schedule of Earnings Per Share (Details) link:presentationLink link:calculationLink link:definitionLink 2358301 - Disclosure - Earnings Per Share (Tables) link:presentationLink link:calculationLink link:definitionLink 2152100 - Disclosure - Employee Benefit Plans link:presentationLink link:calculationLink link:definitionLink 2452403 - Disclosure - Employee Benefit Plans - Change in Benefit Obligation and Plan Assets (Details) link:presentationLink link:calculationLink link:definitionLink 2452407 - Disclosure - Employee Benefit Plans - Expected Future Benefit Payments (Details) link:presentationLink link:calculationLink link:definitionLink 2452406 - Disclosure - Employee Benefit Plans - Fair Value of Plan Assets by Fund Type (Details) link:presentationLink link:calculationLink link:definitionLink 2452402 - Disclosure - Employee Benefit Plans - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2452404 - Disclosure - Employee Benefit Plans - Net Periodic Benefit Cost (Details) link:presentationLink link:calculationLink link:definitionLink 2352301 - Disclosure - Employee Benefit Plans (Tables) link:presentationLink link:calculationLink link:definitionLink 2452405 - Disclosure - Employee Benefit Plans - Weighted-Average Assumptions (Details) link:presentationLink link:calculationLink link:definitionLink 2157100 - Disclosure - Financial Instruments and Fair Value Measurements and Disclosures link:presentationLink link:calculationLink link:definitionLink 2457401 - Disclosure - Financial Instruments and Fair Value Measurements and Disclosures Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2155100 - Disclosure - Income Taxes link:presentationLink link:calculationLink link:definitionLink 2455405 - Disclosure - Income Taxes - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2455404 - Disclosure - Income Taxes - Reconciliation of Statutory Rate and Effective Rate (Details) link:presentationLink link:calculationLink link:definitionLink 2455403 - Disclosure - Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 2455402 - Disclosure - Income Taxes - Schedule of Income Taxes (Details) link:presentationLink link:calculationLink link:definitionLink 2355301 - Disclosure - Income Taxes (Tables) link:presentationLink link:calculationLink link:definitionLink 2122100 - Disclosure - Intangible Asset, Net—Related Party link:presentationLink link:calculationLink link:definitionLink 2422402 - Disclosure - Intangible Asset, Net—Related Party (Details) link:presentationLink link:calculationLink link:definitionLink 2322301 - Disclosure - Intangible Asset, Net—Related Party (Tables) link:presentationLink link:calculationLink link:definitionLink 2110100 - Disclosure - Investment In Unconsolidated Entities link:presentationLink link:calculationLink link:definitionLink 2410402 - Disclosure - Investment In Unconsolidated Entities - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2410404 - Disclosure - Investment In Unconsolidated Entities - Summarized Balance Sheet Data (Details) link:presentationLink link:calculationLink link:definitionLink 2410403 - Disclosure - Investment In Unconsolidated Entities - Summarized Statement of Operations (Details) link:presentationLink link:calculationLink link:definitionLink 2310301 - Disclosure - Investment In Unconsolidated Entities (Tables) link:presentationLink link:calculationLink link:definitionLink 2113100 - Disclosure - Noncontrolling Interests link:presentationLink link:calculationLink link:definitionLink 2413401 - Disclosure - Noncontrolling Interests (Details) link:presentationLink link:calculationLink link:definitionLink 2131100 - Disclosure - Notes Payable, Net link:presentationLink link:calculationLink link:definitionLink 2431403 - Disclosure - Notes Payable, Net - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2431402 - Disclosure - Notes Payable, Net - Notes Payable (Details) link:presentationLink link:calculationLink link:definitionLink 2331301 - Disclosure - Notes Payable, Net (Tables) link:presentationLink link:calculationLink link:definitionLink 2119100 - Disclosure - Properties and Equipment, Net link:presentationLink link:calculationLink link:definitionLink 2419402 - Disclosure - Properties and Equipment, Net (Details) link:presentationLink link:calculationLink link:definitionLink 2319301 - Disclosure - Properties and Equipment, Net (Tables) link:presentationLink link:calculationLink link:definitionLink 2160100 - Disclosure - Quarterly Financial Information (Unaudited) link:presentationLink link:calculationLink link:definitionLink 2460402 - Disclosure - Quarterly Financial Information (Unaudited) (Details) link:presentationLink link:calculationLink link:definitionLink 2360301 - Disclosure - Quarterly Financial Information (Unaudited) (Tables) link:presentationLink link:calculationLink link:definitionLink 2128100 - Disclosure - Related Party Transactions link:presentationLink link:calculationLink link:definitionLink 2428403 - Disclosure - Related Party Transactions - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2428402 - Disclosure - Related Party Transactions - Related Party Assets and Liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 2328301 - Disclosure - Related Party Transactions (Tables) link:presentationLink link:calculationLink link:definitionLink 2108100 - Disclosure - Revenue link:presentationLink link:calculationLink link:definitionLink 2408404 - Disclosure - Revenue Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 2408403 - Disclosure - Revenue Disaggregation of Revenue (Details) link:presentationLink link:calculationLink link:definitionLink 2408402 - Disclosure - Revenue Impact of New Revenue Standard on Condensed Consolidated Financial Statements (Details) link:presentationLink link:calculationLink link:definitionLink 2308301 - Disclosure - Revenue (Tables) link:presentationLink link:calculationLink link:definitionLink 2161100 - Disclosure - Schedule III—Real Estate and Accumulated Depreciation link:presentationLink link:calculationLink link:definitionLink 2461402 - Disclosure - Schedule III—Real Estate and Accumulated Depreciation - Reconciliation of Real Estate and Accumulated Depreciation (Details) link:presentationLink link:calculationLink link:definitionLink 2461401 - Disclosure - Schedule III—Real Estate and Accumulated Depreciation - Schedule of Real Estate and Accumulated Depreciation (Details) link:presentationLink link:calculationLink link:definitionLink 2146100 - Disclosure - Segment Reporting link:presentationLink link:calculationLink link:definitionLink 2446402 - Disclosure - Segment Reporting - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2446403 - Disclosure - Segment Reporting - Revenues, Profit (Loss) and Assets (Details) link:presentationLink link:calculationLink link:definitionLink 2346301 - Disclosure - Segment Reporting (Tables) link:presentationLink link:calculationLink link:definitionLink 2149100 - Disclosure - Share-Based Compensation link:presentationLink link:calculationLink link:definitionLink 2449402 - Disclosure - Share-Based Compensation (Details) link:presentationLink link:calculationLink link:definitionLink 2349301 - Disclosure - Share-Based Compensation (Tables) link:presentationLink link:calculationLink link:definitionLink 2107100 - Disclosure - Summary of Significant Accounting Policies link:presentationLink link:calculationLink link:definitionLink 2407407 - Disclosure - Summary of Significant Accounting Policies - Cumulative Effect From Adoption of New Revenue Guidance (Details) link:presentationLink link:calculationLink link:definitionLink 2407408 - Disclosure - Summary of Significant Accounting Policies - Effect of Changes to Condensed Consolidated Statement of Cash Flows (Details) link:presentationLink link:calculationLink link:definitionLink 2407405 - Disclosure - Summary of Significant Accounting Policies - Miscellaneous Income (Details) link:presentationLink link:calculationLink link:definitionLink 2407404 - Disclosure - Summary of Significant Accounting Policies - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2207201 - Disclosure - Summary of Significant Accounting Policies (Policies) link:presentationLink link:calculationLink link:definitionLink 2407403 - Disclosure - Summary of Significant Accounting Policies - Properties and Equipment (Details) link:presentationLink link:calculationLink link:definitionLink 2407406 - Disclosure - Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements (Details) link:presentationLink link:calculationLink link:definitionLink 2307302 - Disclosure - Summary of Significant Accounting Policies (Tables) link:presentationLink link:calculationLink link:definitionLink 2143100 - Disclosure - Supplemental Cash Flow Information link:presentationLink link:calculationLink link:definitionLink 2443402 - Disclosure - Supplemental Cash Flow Information (Details) link:presentationLink link:calculationLink link:definitionLink 2343301 - Disclosure - Supplemental Cash Flow Information (Tables) link:presentationLink link:calculationLink link:definitionLink 2134100 - Disclosure - Tax Receivable Agreement link:presentationLink link:calculationLink link:definitionLink 2434401 - Disclosure - Tax Receivable Agreement (Details) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 12 fph-20181231_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT EX-101.DEF 13 fph-20181231_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT EX-101.LAB 14 fph-20181231_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT Equity Method Investments and Joint Ventures [Abstract] Schedule of Equity Method Investments [Table] Schedule of Equity Method Investments [Table] Segments [Axis] Segments [Axis] Segments [Domain] Segments [Domain] Gateway Commercial Venture Gateway Commercial Venture LLCA [Member] Gateway Commercial Venture LLCA [Member] Investment, Name [Axis] Investment, Name [Axis] Investment, Name [Domain] Investment, Name [Domain] Great Park Great Park Venture [Member] Great Park Venture [Member] Schedule of Equity Method Investments [Line Items] Schedule of Equity Method Investments [Line Items] Equity Method Investment, Summarized Financial Information, Income Statement [Abstract] Equity Method Investment, Summarized Financial Information, Income Statement [Abstract] Rental revenues Equity Method Investment, Summarized Financial Information, Rental Revenue Equity Method Investment, Summarized Financial Information, Rental Revenue Land sale revenues Equity Method Investment, Summarized Financial Information, Revenue Rental operating and other expenses Equity Method Investment, Summarized Financial Information, Rental Operating Expenses Equity Method Investment, Summarized Financial Information, Rental Operating Expenses Depreciation and amortization Equity Method Investment, Summarized Financial Information, Depreciation and Amortization Equity Method Investment, Summarized Financial Information, Depreciation and Amortization Interest expense Equity Method Investment, Summarized Financial Information, Interest Expense Equity Method Investment, Summarized Financial Information, Interest Expense Cost of land sales Equity Method Investment, Summarized Financial Information, Cost of Sales Other costs and expenses Equity Method Investment, Summarized Financial Information, Other Costs and Expenses Equity Method Investment, Summarized Financial Information, Other Costs and Expenses Net income (loss) of Great Park Venture Equity Method Investment, Summarized Financial Information, Net Income (Loss) The Company’s share of net income (loss) Equity Method Investment, Summarized Financial Information, Net Income (Loss) Attributable to Parent Equity Method Investment, Summarized Financial Information, Net Income (Loss) Attributable to Parent Basis difference (amortization) accretion Equity Method Investment, Summarized Financial Information, Basis Difference Accretion Equity Method Investment, Summarized Financial Information, Basis Difference Accretion Equity in (loss) earnings from Great Park Venture Income (Loss) from Equity Method Investments Income Tax Disclosure [Abstract] Deferred income tax (expense) benefit: Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract] Federal Deferred Federal Income Tax Expense (Benefit) State Deferred State and Local Income Tax Expense (Benefit) Total deferred income tax benefit (expense) Deferred Income Tax Expense (Benefit) (Increase) decrease in valuation allowance SEC Schedule, 12-09, Valuation Allowances and Reserves, Period Increase (Decrease) Expiration of unused loss carryforwards Deferred Income Tax Expense (Benefit), Expired Unused Loss Carryforward Deferred Income Tax Expense (Benefit), Expired Unused Loss Carryforward (Expense) benefit for income taxes Income Tax Expense (Benefit) Accounting Policies [Abstract] Property, Plant and Equipment [Table] Property, Plant and Equipment [Table] Property, Plant and Equipment, Type [Axis] Property, Plant and Equipment, Type [Axis] Property, Plant and Equipment, Type [Domain] Property, Plant and Equipment, Type [Domain] Land Improvements Land Improvements [Member] Buildings Building [Member] Furniture and Fixtures Furniture and Fixtures [Member] Equipment Equipment [Member] Range [Axis] Range [Axis] Range [Domain] Range [Domain] Minimum Minimum [Member] Maximum Maximum [Member] Property, Plant and Equipment [Line Items] Property, Plant and Equipment [Line Items] Estimated useful life (in years) Property, Plant and Equipment, Useful Life Noncontrolling Interest [Abstract] Noncontrolling Interests Noncontrolling Interest Disclosure [Text Block] Earnings Per Share [Abstract] Earnings Per Share Earnings Per Share [Text Block] Disclosure of Compensation Related Costs, Share-based Payments [Abstract] Share-Based Compensation Disclosure of Compensation Related Costs, Share-based Payments [Text Block] Investment in Unconsolidated Entities Equity Method Investments and Joint Ventures Disclosure [Text Block] Supplemental Cash Flow Elements [Abstract] Schedule of Supplemental Cash Flow Information Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] Revenue from Contract with Customer [Abstract] Revenue, Initial Application Period Cumulative Effect Transition [Table] Revenue, Initial Application Period Cumulative Effect Transition [Table] Related Party [Axis] Related Party [Axis] Related Party [Domain] Related Party [Domain] Affiliated Entity Affiliated Entity [Member] Product and Service [Axis] Product and Service [Axis] Product and Service [Domain] Product and Service [Domain] Land sales Land [Member] Management services Management Service [Member] Operating properties Real Estate, Other [Member] Initial Application Period Cumulative Effect Transition [Axis] Initial Application Period Cumulative Effect Transition [Axis] Initial Application Period Cumulative Effect Transition [Domain] Initial Application Period Cumulative Effect Transition [Domain] Calculated under Revenue Guidance in Effect before Topic 606 Calculated under Revenue Guidance in Effect before Topic 606 [Member] Difference between Revenue Guidance in Effect before and after Topic 606 Difference between Revenue Guidance in Effect before and after Topic 606 [Member] Adjustments for New Accounting Pronouncements [Axis] Adjustments for New Accounting Pronouncements [Axis] Type of Adoption [Domain] Type of Adoption [Domain] Accounting Standards Update 2014-09 Accounting Standards Update 2014-09 [Member] Revenue, Initial Application Period Cumulative Effect Transition [Line Items] Revenue, Initial Application Period Cumulative Effect Transition [Line Items] Income Statement [Abstract] Income Statement [Abstract] REVENUES: Revenues [Abstract] Revenue from customers Revenue from Contract with Customer, Excluding Assessed Tax COSTS AND EXPENSES: Costs and Expenses [Abstract] Cost of goods and services sold Cost of Goods and Services Sold EQUITY IN (LOSS) EARNINGS FROM UNCONSOLIDATED ENTITIES Segment profit (loss)/net profit (loss) Net Income (Loss), Including Portion Attributable to Noncontrolling Interest LESS NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS Net Income (Loss) Attributable to Noncontrolling Interest Net (loss) income attributable to the Company Net Income (Loss) Attributable to Parent Statement of Financial Position [Abstract] Statement of Financial Position [Abstract] ASSETS Assets [Abstract] INVENTORIES Inventory, Real Estate INVESTMENT IN UNCONSOLIDATED ENTITIES Equity Method Investments INTANGIBLE ASSET, NET—RELATED PARTY Finite-Lived Intangible Assets, Net RELATED PARTY ASSETS Due from Related Parties OTHER ASSETS Other Assets LIABILITIES: Liabilities [Abstract] Accounts payable and other liabilities Accounts Payable and Other Accrued Liabilities Related party liabilities Due to Related Parties Capital [Abstract] Capital [Abstract] Retained earnings Retained Earnings (Accumulated Deficit) Noncontrolling interests Members' Equity Attributable to Noncontrolling Interest Equity Method Investments Equity Method Investments [Table Text Block] Commitments and Contingencies Disclosure [Abstract] Commitments and Contingencies Commitments and Contingencies Disclosure [Text Block] Business Combinations [Abstract] Schedule of Business Acquisitions, by Acquisition [Table] Schedule of Business Acquisitions, by Acquisition [Table] Ownership [Axis] Ownership [Axis] Ownership [Domain] Ownership [Domain] Five Point Operating Company, LLC Five Point Operating Company, LLC [Member] Five Point Operating Company, LLC [Member] Business Acquisition [Axis] Business Acquisition [Axis] Business Acquisition, Acquiree [Domain] Business Acquisition, Acquiree [Domain] The San Francisco Venture The San Francisco Venture [Member] The San Francisco Venture [Member] The Management Company Management Company [Member] Management Company [Member] Capital Units by Class [Axis] Capital Units by Class [Axis] Capital Unit, Class [Domain] Capital Unit, Class [Domain] Class A Units Capital Unit, Class A [Member] Legal Entity [Axis] Legal Entity [Axis] Entity [Domain] Entity [Domain] Class of Stock [Axis] Class of Stock [Axis] Class of Stock [Domain] Class of Stock [Domain] Common Class A Common Class A [Member] Business Acquisition [Line Items] Business Acquisition [Line Items] Units issued/issuable in consideration (in shares) Business Acquisition, Equity Interest Issued or Issuable, Number of Shares Estimated fair value per Class A Common Unit of the Operating Company Business Acquisition, Share Price Total equity consideration Business Combination, Consideration Transferred, Equity Interests Issued and Issuable Add: available cash distribution Business Combination, Consideration Transferred, Distribution of Excess Cash Business Combination, Consideration Transferred, Distribution of Excess Cash Add: contingent consideration Business Combination, Consideration Transferred, Liabilities Incurred Less: capital commitment from seller Business Combination, Committed Capital From Seller Business Combination, Committed Capital From Seller Total consideration issued for the San Francisco Venture Business Combination, Consideration Transferred Retirement Benefits [Abstract] Schedule of Defined Benefit Plans Disclosures [Table] Schedule of Defined Benefit Plans Disclosures [Table] Retirement Plan Type [Axis] Retirement Plan Type [Axis] Retirement Plan Type [Domain] Retirement Plan Type [Domain] Retirement Plan Pension Plan [Member] Defined Benefit Plan Disclosure [Line Items] Defined Benefit Plan Disclosure [Line Items] Defined Benefit Plan, Expected Future Benefit Payment [Abstract] Defined Benefit Plan, Expected Future Benefit Payment [Abstract] 2019 Defined Benefit Plan, Expected Future Benefit Payment, Next Twelve Months 2020 Defined Benefit Plan, Expected Future Benefit Payment, Year Two 2021 Defined Benefit Plan, Expected Future Benefit Payment, Year Three 2022 Defined Benefit Plan, Expected Future Benefit Payment, Year Four 2023 Defined Benefit Plan, Expected Future Benefit Payment, Year Five 2024-2028 Defined Benefit Plan, Expected Future Benefit Payment, Five Fiscal Years Thereafter Total Defined Benefit Plan, Expected Future Benefit Payments Defined Benefit Plan, Expected Future Benefit Payments Rental Payments Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] 2019 Operating Leases, Future Minimum Payments Due, Next Twelve Months 2020 Operating Leases, Future Minimum Payments, Due in Two Years 2021 Operating Leases, Future Minimum Payments, Due in Three Years 2022 Operating Leases, Future Minimum Payments, Due in Four Years 2023 Operating Leases, Future Minimum Payments, Due in Five Years Thereafter Operating Leases, Future Minimum Payments, Due Thereafter Total Operating Leases, Future Minimum Payments Due Rental Receipts Operating Leases, Future Minimum Payments Receivable [Abstract] 2019 Operating Leases, Future Minimum Payments Receivable, Current 2020 Operating Leases, Future Minimum Payments Receivable, in Two Years 2021 Operating Leases, Future Minimum Payments Receivable, in Three Years 2022 Operating Leases, Future Minimum Payments Receivable, in Four Years 2023 Operating Leases, Future Minimum Payments Receivable, in Five Years Thereafter Operating Leases, Future Minimum Payments Receivable, Thereafter Total Operating Leases, Future Minimum Payments Receivable Rent expense Operating Leases, Rent Expense, Net Schedule of Application of New Revenue Standard Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block] Schedule of Revenue Disaggregated by Source and Reporting Segment Disaggregation of Revenue [Table Text Block] Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table] Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table] Common Class B Common Class B [Member] Antidilutive Securities [Axis] Antidilutive Securities [Axis] Antidilutive Securities, Name [Domain] Antidilutive Securities, Name [Domain] Restricted Stock Units (RSUs) Restricted Stock Units (RSUs) [Member] Restricted Stock Restricted Stock [Member] Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] Numerator: Net Income (Loss) Available to Common Stockholders, Basic [Abstract] Adjustments to net (loss) income attributable to the Company Adjustments to Net Income (Loss) Attributable to Parent Adjustments to Net Income (Loss) Attributable to Parent Net (loss) income attributable to common shareholders Net Income (Loss) Available to Common Stockholders, Basic Net income (loss) allocable to participating securities Undistributed Earnings (Loss) Allocated to Participating Securities, Basic Allocation of net (loss) income among common shareholders Allocation of Net Income (Loss) to Common Stockholders, Basic Allocation of Net Income (Loss) to Common Stockholders, Basic Reallocation of (loss) income to Company upon assumed exchange of common units Reallocation of Income (Loss) to Parent Upon Assumed Exchange of Common Units, Diluted Reallocation of Income (Loss) to Parent Upon Assumed Exchange of Common Units, Diluted Net (loss) income allocated to participating securities Undistributed Earnings (Loss) Allocated to Participating Securities, Diluted Allocation of net (loss) income among common shareholders Allocation of Net Income (Loss) to Common Stockholders, Diluted Allocation of Net Income (Loss) to Common Stockholders, Diluted Numerator for diluted net (loss) income available to Class B Common Shareholders Net Income (Loss) Available to Common Stockholders, Diluted Denominator: Earnings Per Share, Diluted, Other Disclosures [Abstract] Basic (in shares) Weighted Average Number of Shares Outstanding, Basic Diluted (in shares) Weighted Average Number of Shares Outstanding, Diluted Basic and diluted (in shares) Weighted Average Number of Shares Outstanding, Basic and Diluted Basic (in dollars per share) Earnings Per Share, Basic Diluted (in dollars per share) Earnings Per Share, Diluted Anti-dilutive potential securities (in shares) Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount Five Point Operating Company, LLC Counterparty Name [Axis] Counterparty Name [Axis] Counterparty Name [Domain] Counterparty Name [Domain] Subsequent Event Type [Axis] Subsequent Event Type [Axis] Subsequent Event Type [Domain] Subsequent Event Type [Domain] Subsequent Event Subsequent Event [Member] Per share distributions for Class A Common Shareholders (percent) Common Class A Stockholders, Share Ownership Distribution, Percentage Common Class A Stockholders, Share Ownership Distribution, Percentage Equity incentive awards Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Nonvested Stock issued (in shares) Sale of Stock, Number of Shares Issued in Transaction Organization, Consolidation and Presentation of Financial Statements [Abstract] Statement [Table] Statement [Table] Consolidated Entities [Axis] Consolidated Entities [Axis] Consolidated Entities [Domain] Consolidated Entities [Domain] Parent Company Parent Company [Member] Five Point Holdings, LLC Five Point Holdings, LLC [Member] Five Point Holdings, LLC [Member] Sale of Stock [Axis] Sale of Stock [Axis] Sale of Stock [Domain] Sale of Stock [Domain] IPO IPO [Member] Over-Allotment Option Over-Allotment Option [Member] Private Placement Private Placement [Member] Class B Units Capital Unit, Class B [Member] Lennar Corporation Lennar Corporation [Member] Lennar Corporation [Member] Holders of Class A Units of San Francisco Venture Holders of Class A Units of San Francisco Venture [Member] Holders of Class A Units of San Francisco Venture [Member] Heritage Fields LLC Heritage Fields LLC [Member] Heritage Fields LLC [Member] Five Point Communities, LP Five Point Communities, LP [Member] Five Point Communities, LP [Member] Stock Conversion Description [Axis] Stock Conversion Description [Axis] Conversion of Stock, Name [Domain] Conversion of Stock, Name [Domain] Five Point Land Units Exchanged For Class A Common Units Five Point Land Units Exchanged For Class A Common Units [Member] Five Point Land Units Exchanged For Class A Common Units [Member] Statement [Line Items] Statement [Line Items] Ownership percentage of outstanding common units Limited Liability Company or Limited Partnership, Members or Limited Partners, Ownership Interest Price per share sold (in usd per share) Sale of Stock, Price Per Share Proceeds of Initial Public Offering of Class A common shares Proceeds from Issuance Initial Public Offering Units purchased Common Unit, Acquired Common Unit, Acquired Net proceeds from initial public offering Proceeds from Issuance Initial Public Offering, Net Proceeds from Issuance Initial Public Offering, Net Common units issued (in shares) Common Unit, Issued Common shares issued (in shares) Common Stock, Shares, Issued Proceeds from private placement Proceeds from Issuance of Private Placement Reverse share split ratio Stockholders' Equity Note, Stock Split, Conversion Ratio Number of shares converted Common Stock, Number of Shares Converted Common Stock, Number of Shares Converted Number of votes per share Common Stock, Number of Votes for Each Share Owned Common Stock, Number of Votes for Each Share Owned Number of classes of membership units Number of Classes Of Membership Units Number of Classes Of Membership Units Units contributed Conversion of Stock, Shares Converted Units received Conversion of Stock, Shares Issued Percentage of equity ownership Equity Method Investment, Ownership Percentage Units acquired (in shares) Stock Issued Units issued/issuable in consideration (in shares) Proceeds of Class B common share offering Proceeds from Issuance of Common Stock SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract] Schedule III—Real Estate and Accumulated Depreciation SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Text Block] Disaggregation of Revenue [Table] Disaggregation of Revenue [Table] Newhall Newhall [Member] Newhall [Member] San Francisco San Francisco [Member] San Francisco [Member] Commercial Commercial Leasing [Member] Commercial Leasing [Member] Land sales Land Sales [Member] Land Sales [Member] Management Services Management Services [Member] Management Services [Member] Operating properties Operating Properties [Member] Operating Properties [Member] Disaggregation of Revenue [Line Items] Disaggregation of Revenue [Line Items] Operating properties leasing revenues Operating Leases, Income Statement, Lease Revenue Revenues Revenues Document and Entity Information [Abstract] Document and Entity Information [Abstract] Schedule of Stock by Class [Table] Schedule of Stock by Class [Table] Class of Stock [Line Items] Class of Stock [Line Items] Document Type Document Type Document Period End Date Document Period End Date Entity Registrant Name Entity Registrant Name Amendment Flag Amendment Flag Document Fiscal Year Focus Document Fiscal Year Focus Document Fiscal Period Focus Document Fiscal Period Focus Entity Central Index Key Entity Central Index Key Current Fiscal Year End Date Current Fiscal Year End Date Entity Filer Category Entity Filer Category Entity Emerging Growth Company Entity Emerging Growth Company Entity Small Business Entity Small Business Entity Shell Company Entity Shell Company Entity Ex Transition Period Entity Ex Transition Period Entity Common Stock, Shares Outstanding Entity Common Stock, Shares Outstanding Entity Well-known Seasoned Issuer Entity Well-known Seasoned Issuer Entity Voluntary Filers Entity Voluntary Filers Entity Current Reporting Status Entity Current Reporting Status Entity Public Float Entity Public Float Debt Disclosure [Abstract] Schedule of Long-term Debt Instruments [Table] Schedule of Long-term Debt Instruments [Table] Long-term Debt, Type [Axis] Long-term Debt, Type [Axis] Long-term Debt, Type [Domain] Long-term Debt, Type [Domain] Notes Payable Notes Payable, Other Payables [Member] Senior Notes Senior Notes [Member] Debt Instrument [Axis] Debt Instrument [Axis] Debt Instrument, Name [Domain] Debt Instrument, Name [Domain] 7.875 % Senior Notes due 2025 Senior Notes Due 2025, 7.875% [Member] Senior Notes Due 2025, 7.875% [Member] Macerich Note Macerich Note [Member] Macerich Note [Member] Settlement Note Settlement Note [Member] Settlement Note [Member] Debt Instrument [Line Items] Debt Instrument [Line Items] Notes payable Long-term Debt, Gross Unamortized debt issuance costs and discount Debt Instrument, Unamortized Discount Quarterly Financial Information Disclosure [Abstract] Quarterly Financial Information (Unaudited) Quarterly Financial Information [Text Block] Statement of Cash Flows [Abstract] CASH FLOWS FROM OPERATING ACTIVITIES: Net Cash Provided by (Used in) Operating Activities, Continuing Operations [Abstract] Net income (loss) Adjustments to reconcile net (loss) income to net cash used in operating activities: Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] Equity in loss (earnings) from unconsolidated entities Deferred income taxes Depreciation and amortization Depreciation, Depletion and Amortization Noncash adjustment of payable pursuant to tax receivable agreement liability Adjustment To Payable For Tax Receivable Agreement Adjustment to Payable for Tax Receivable Agreement Gain on sale of golf club operating properties Gain (Loss) on Sale of Properties Gain on insurance proceeds for damaged property Gain (Loss) on Insurance Settlement, Operating Activities Gain (Loss) on Insurance Settlement, Operating Activities Share-based compensation Share-based Compensation Changes in operating assets and liabilities: Increase (Decrease) in Operating Assets [Abstract] Inventories Increase (Decrease) in Inventories Related party assets Increase (Decrease) in Due from Related Parties Other assets Increase (Decrease) in Other Operating Assets Accounts payable and other liabilities Increase (Decrease) in Accounts Payable and Accrued Liabilities Related party liabilities Increase (Decrease) in Due to Related Parties Net cash used in operating activities Net Cash Provided by (Used in) Operating Activities CASH FLOWS FROM INVESTING ACTIVITIES: Net Cash Provided by (Used in) Investing Activities, Continuing Operations [Abstract] Proceeds from the maturity of marketable securities Proceeds from Sale and Maturity of Marketable Securities Purchase of marketable securities Payments to Acquire Marketable Securities Distribution from Gateway Commercial Venture Proceeds from Equity Method Investment, Distribution Contribution to Gateway Commercial Venture Payments for (Proceeds from) Businesses and Interest in Affiliates Purchase of indirect Legacy Interest in Great Park Venture—related party Payments For Indirect Related Party Interest Payments For Indirect Related Party Interest Proceeds from sale of golf club operating properties Proceeds from Sale of Property Held-for-sale Proceeds from insurance on damaged property Proceeds from Insurance Settlement, Investing Activities Cash acquired in Formation Transactions, net of consideration paid Cash Acquired in Formation Transactions, Net of Consideration Paid Cash Acquired in Formation Transaction, Net of Consideration Paid Cash from former San Francisco Venture members in relation to Formation Transactions Proceeds from Capital Contribution, Consideration from Business Combination Proceeds from Capital Contribution, Consideration from Business Combination Cash paid to former San Francisco Venture members in relation to Separation Agreement Payment of Consideration for Separation Agreement Payment of Consideration for Separation Agreement Purchase of properties and equipment Payments to Acquire Property, Plant, and Equipment Net cash provided by (used in) investing activities Net Cash Provided by (Used in) Investing Activities CASH FLOWS FROM FINANCING ACTIVITIES: Net Cash Provided by (Used in) Financing Activities, Continuing Operations [Abstract] Proceeds of Initial Public Offering of Class A common shares—net of underwriting discounts of $18,402 Proceeds from senior notes offering Proceeds from Issuance of Senior Long-term Debt Proceeds from issuance of Class A Common Units in private placement Proceeds from Noncontrolling Interests Principal payment on settlement note Repayments of Long-term Debt Payment of equity offering costs Payments of Stock Issuance Costs Reacquisition of share-based compensation awards for tax-withholding purposes Payments Related to Tax Withholding for Share-based Compensation Payment of financing costs Payments of Financing Costs Net cash (used in) provided by financing activities Net Cash Provided by (Used in) Financing Activities NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH—End of period Acquisitions and Disposals Business Combination Disclosure [Text Block] Revenues Revenue from Contract with Customer [Text Block] Components of Deferred Tax Assets and Liabilities [Abstract] Components of Deferred Tax Assets and Liabilities [Abstract] Deferred tax assets Components of Deferred Tax Assets [Abstract] Net operating loss carryforward Deferred Tax Assets, Operating Loss Carryforwards Tax receivable agreement Deferred Tax Assets, Tax Receivable Agreement Deferred Tax Assets, Tax Receivable Agreement Other Deferred Tax Assets, Other Valuation allowance Deferred Tax Assets, Valuation Allowance Total deferred tax assets Deferred Tax Assets, Net of Valuation Allowance Deferred tax liabilities-investments in subsidiaries Deferred Tax Liabilities, Investment in Noncontrolled Affiliates Deferred tax liability, net Deferred Tax Liabilities, Net Unsecured Debt Unsecured Debt [Member] Debt Instrument, Redemption, Period [Axis] Debt Instrument, Redemption, Period [Axis] Debt Instrument, Redemption, Period [Domain] Debt Instrument, Redemption, Period [Domain] Debt Instrument, Redemption, Period One Debt Instrument, Redemption, Period One [Member] Variable Rate [Axis] Variable Rate [Axis] Variable Rate [Domain] Variable Rate [Domain] LIBOR London Interbank Offered Rate (LIBOR) [Member] Credit Facility [Axis] Credit Facility [Axis] Credit Facility [Domain] Credit Facility [Domain] Revolving Credit Facility Revolving Credit Facility [Member] Aggregate principal amount Debt Instrument, Face Amount Interest rate (percent) Debt Instrument, Interest Rate, Stated Percentage Par value issuance (percent) Debt Instrument, Issuance Price Percentage Debt Instrument, Issuance Price Percentage Interest costs incurred on notes Interest Costs Incurred Concurrent contribution payment Proceeds from Partnership Contribution Percentage of aggregate principal redeemed (up to) Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed Redemption price (percent) Debt Instrument, Redemption Price, Percentage Promissory note issued Long-term Debt Basis spread on variable rate (percent) Debt Instrument, Basis Spread on Variable Rate Interest rate during period (percent) Debt Instrument, Interest Rate During Period Imputed interest rate Debt Instrument, Interest Rate, Effective Percentage Capitalized amortization expense Capitalized Amortization Expense Capitalized Amortization Expense Principal payment Debt Instrument, Periodic Payment, Principal Senior unsecured revolving credit facility, maximum borrowing capacity Line of Credit Facility, Maximum Borrowing Capacity Number of options to extend Debt Instrument, Number of Options to Extend Maturity Date Debt Instrument, Number of Options to Extend Maturity Date Outstanding letters of credit Letters of Credit Outstanding, Amount Property, Plant and Equipment [Abstract] Schedule of Properties and Equipment Property, Plant and Equipment [Table Text Block] The Management Company and The San Francisco Venture The Management Company and The San Francisco Venture [Member] The Management Company and The San Francisco Venture [Member] Revenue Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual Loss Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual Net periodic benefit: Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] Interest cost Defined Benefit Plan, Interest Cost Expected return on plan assets Defined Benefit Plan, Expected Return (Loss) on Plan Assets Amortization of net actuarial loss Defined Benefit Plan, Amortization of Gain (Loss) Net periodic benefit Defined Benefit Plan, Net Periodic Benefit Cost (Credit) Adjustment to accumulated other comprehensive loss: Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss) [Abstract] Net actuarial loss (gain) Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss) Arising During Period, before Tax Amortization of net actuarial loss Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss), Reclassification Adjustment from AOCI, before Tax Other comprehensive (loss) income before taxes Other Comprehensive Income (Loss), before Tax Total recognized in net periodic benefit and accumulated other comprehensive loss Defined Benefit Plan, Amount Recognized in Net Periodic Benefit Cost (Credit) and Other Comprehensive (Income) Loss, before Tax New Accounting Pronouncements or Change in Accounting Principle [Table] New Accounting Pronouncements or Change in Accounting Principle [Table] New Accounting Pronouncements or Change in Accounting Principle [Line Items] New Accounting Pronouncements or Change in Accounting Principle [Line Items] Related party assets Other Assets Schedule of Long-term Debt Instruments Schedule of Long-term Debt Instruments [Table Text Block] Effective Income Tax Rate Reconciliation, Percent [Abstract] Effective Income Tax Rate Reconciliation, Percent [Abstract] Statutory rate Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent State income taxes-net of federal income tax benefit Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent Statutory federal tax rate change Effective Income Tax Rate Reconciliation, Change in Enacted Federal Tax Rate, Percent Effective Income Tax Rate Reconciliation, Change in Enacted Federal Tax Rate, Percent Statutory federal tax rate change Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent Noncontrolling interests Effective Income Tax Rate Reconciliation, Noncontrolling Interest Income (Loss), Percent Other Effective Income Tax Rate Reconciliation, Other Adjustments, Percent Deferred tax asset valuation allowance Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent Expiration of unused loss carryforwards Effective Income Tax Rate Reconciliation, Expired Unused Loss Carryforward Effective Income Tax Rate Reconciliation, Expired Unused Loss Carryforward Effective rate Effective Income Tax Rate Reconciliation, Percent Operating Loss Carryforwards [Table] Operating Loss Carryforwards [Table] Valuation Allowance by Deferred Tax Asset [Axis] Valuation Allowance by Deferred Tax Asset [Axis] Deferred Tax Asset [Domain] Deferred Tax Asset [Domain] TRA Liability TRA Liability [Member] TRA Liability [Member] Operating income Operating Income (Loss) [Member] Operating Loss Carryforwards [Line Items] Operating Loss Carryforwards [Line Items] Provisional adjustment recorded to reduce deferred tax asset value Tax Cuts and Jobs Act of 2017, Incomplete Accounting, Change in Tax Rate, Deferred Tax Asset, Provisional Income Tax Expense (Benefit) Tax Cuts and Jobs Act of 2017, Incomplete Accounting, Change in Tax Rate, Deferred Tax Asset, Provisional Income Tax Expense (Benefit) Recognition of additional valuation allowance Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount Decrease in deferred taxes attributable to federal tax rate reductions Tax Cuts and Jobs Act of 2017, Change in Tax Rate, Deferred Tax Asset, Income Tax Expense (Benefit) Tax Cuts and Jobs Act of 2017, Change in Tax Rate, Deferred Tax Asset, Income Tax Expense (Benefit) Valuation allowance, net Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Net, Amount Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Net, Amount Valuation increase (decrease) Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount NOL carryforwards Operating Loss Carryforwards Federal income tax benefit Current Federal Tax Expense (Benefit) Income tax benefit Income Tax Expense (Benefit), Pre-Tax Income Tax Expense (Benefit), Pre-Tax Income Tax Expense (Benefit), Pre-Tax Related Party Transactions [Abstract] Related Party Transactions Related Party Transactions Disclosure [Text Block] Reconciliation of Real Estate SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate [Roll Forward] Balance at beginning of year SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Gross Improvements and additions SEC Schedule III, Real Estate, Improvements and Other Additions SEC Schedule III, Real Estate, Improvements and Other Additions Cost of real estate sold SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Cost of Investment in Real Estate Sold Reimbursements and disposals SEC Schedule III, Real Estate, Reimbursements SEC Schedule III, Real Estate, Reimbursements Balance at end of year Reconciliation of Accumulated Depreciation SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation [Roll Forward] Balance at beginning of year SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation Additions SEC Schedule III, Real Estate Accumulated Depreciation, Additions SEC Schedule III, Real Estate Accumulated Depreciation, Additions Disposals SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation, Investment in Real Estate Sold Balance at end of year Noncash or Part Noncash Acquisitions [Table] Noncash or Part Noncash Acquisitions [Table] Noncash or Part Noncash Acquisitions by Unique Description [Axis] Noncash or Part Noncash Acquisitions by Unique Description [Axis] Noncash or Part Noncash Acquisition, Name [Domain] Noncash or Part Noncash Acquisition, Name [Domain] FPC-HF Venture I FPC-HF Venture I [Member] FPC-HF Venture I [Member] Management Company Joint Venture Management Company Joint Venture [Member] Management Company Joint Venture [Member] Noncash or Part Noncash Acquisitions [Line Items] Noncash or Part Noncash Acquisitions [Line Items] Cash paid for interest, all of which was capitalized to inventories Interest Paid, Capitalized, Investing Activities SUPPLEMENTAL CASH FLOW INFORMATION: Supplemental Cash Flow Information [Abstract] Liabilities assumed by buyer in connection with sale of golf course operating property Noncash or Part Noncash Divestiture, Amount of Consideration Received Class A common shares issued for redemption of noncontrolling interests Stock Issued During Period, Value, Conversion of Units NONCASH INVESTING AND FINANCING ACTIVITIES: Noncash Investing and Financing Items [Abstract] Contingent consideration related to acquisition of the San Francisco Venture Business Combination, Contingent Consideration, Liability Accrued deferred equity and debt offering costs Accrued Deferred Offering Costs Accrued Deferred Offering Costs Capital issued Recognition of TRA liability Recognition of Tax Receivable Agreement Liability Recognition of Tax Receivable Agreement Liability Incentive compensation rights contributed, legacy (percent) Incentive Compensation Rights Contributed, Percent Incentive Compensation Rights Contributed, Percent Cash and cash equivalents Cash and Cash Equivalents, at Carrying Value Restricted cash and certificates of deposit Restricted Cash and Investments Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows Related Party Transaction [Axis] Related Party Transaction [Axis] Related Party Transaction [Domain] Related Party Transaction [Domain] Legacy Incentive Compensation Receivable Legacy Incentive Compensation Receivable [Member] Legacy Incentive Compensation Receivable [Member] Related Party Receivables Related Party Receivable [Member] Related Party Receivable [Member] Assets acquired: Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] Investment in FPL Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Investments Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Investments Intangible asset Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill Cash Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents Related party receivables Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Related Party Receivables Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Related Party Receivables Prepaid expenses and other current assets Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets Inventories Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory, Real Estate Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory, Real Estate Other assets Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Assets Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Assets Liabilities assumed: Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] Macerich Note Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt Accounts payable Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable Other liabilities Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Liabilities Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Liabilities Related party liabilities Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Related Party Liabilities Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Related Party Liabilities Accrued employee benefits Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Accrued Employee Benefits Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Accrued Employee Benefits Net assets acquired Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net Adjustment to equity consideration, net (see table above) Business Combination, Consideration Transferred, Adjustment Business Combination, Consideration Transferred, Adjustment Noncontrolling interest in the San Francisco Venture Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value Retirement Plan's Funded Status Schedule of Net Funded Status [Table Text Block] Components of Net Period Benefit and Other Amounts Recognized in AOCI Schedule of Net Benefit Costs [Table Text Block] Schedule of Weighted-Average Assumptions Schedule of Assumptions Used [Table Text Block] Schedule of Retirement Plan's Assets at Fair Value Schedule of Allocation of Plan Assets [Table Text Block] Schedule of Future Benefit Payments Schedule of Expected Benefit Payments [Table Text Block] Summary of Significant Accounting Policies Significant Accounting Policies [Text Block] Equity [Abstract] Accumulated Other Comprehensive Loss Comprehensive Income (Loss) Note [Text Block] Segment Reporting [Abstract] Segment Reporting Segment Reporting Disclosure [Text Block] Defined Benefit Plan, Plan Assets, Category [Axis] Defined Benefit Plan, Plan Assets, Category [Axis] Defined Benefit Plan, Plan Assets, Category [Domain] Defined Benefit Plan, Plan Assets, Category [Domain] Large cap Defined Benefit Plan, Equity Securities, Large Cap [Member] Mid cap Defined Benefit Plan, Equity Securities, Mid Cap [Member] Small cap Defined Benefit Plan, Equity Securities, Small Cap [Member] International Defined Benefit Plan, Equity Securities, Non-US [Member] Fixed-income funds—U.S. bonds and short term Fixed Income Funds [Member] Fair value of plan assets Defined Benefit Plan, Plan Assets, Amount Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Award Type [Axis] Award Type [Axis] Equity Award [Domain] Equity Award [Domain] Restricted Stock Units and Restricted Shares Restricted Stock Units and Restricted Shares [Member] Restricted Stock Units and Restricted Shares [Member] Incentive Awards Incentive Awards [Member] Incentive Awards [Member] Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Shares authorized to be issued, up to (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized Remaining shares available for future issuance (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant Reacquisition of share-based compensation awards for tax-withholding purposes Share-based compensation expense Share-based compensation expense included in selling, general, and administrative expenses Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options Period for recognition Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition Estimated fair value of RSUs vested Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] Nonvested, beginning balance (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number Granted (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period Forfeited (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period Vested (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period Nonvested, ending balance (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] Nonvested, weighted-average grant date fair value, beginning balance (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value Granted, weighted-average grant date fair value (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value Forfeited, weighted-average grant date fair value (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value Vested, weighted-average grant date fair value (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value Nonvested, weighted-average grant date fair value, ending balance (in dollars per share) Schedule of Business Acquisitions, by Acquisition Schedule of Business Acquisitions, by Acquisition [Table Text Block] Schedule of Recognized Identified Assets Acquired and Liabilities Assumed Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] Business Acquisition, Pro Forma Information Business Acquisition, Pro Forma Information [Table Text Block] Supplemental Cash Flow Information Cash Flow, Supplemental Disclosures [Text Block] PROPERTIES AND EQUIPMENT, NET Property, Plant and Equipment, Net ASSETS HELD FOR SALE, NET Disposal Group, Including Discontinued Operation, Assets CASH AND CASH EQUIVALENTS RESTRICTED CASH AND CERTIFICATES OF DEPOSIT TOTAL Assets LIABILITIES AND CAPITAL Liabilities and Equity [Abstract] Notes payable, net Notes Payable Liabilities related to assets held for sale Disposal Group, Including Discontinued Operation, Liabilities Deferred income tax liability, net Deferred Income Tax Liabilities, Net Payable pursuant to tax receivable agreement Tax Receivable Agreement, Liability, Noncurrent Tax Receivable Agreement, Liability, Noncurrent Total liabilities Liabilities COMMITMENTS AND CONTINGENT LIABILITIES Commitments and Contingencies CAPITAL: Stockholders' Equity Attributable to Parent [Abstract] Contributed capital Members' Capital Accumulated other comprehensive loss Accumulated Other Comprehensive Income (Loss), Net of Tax Total members’ capital Members' Equity Total capital Limited Liability Company (LLC) Members' Equity, Including Portion Attributable to Noncontrolling Interest TOTAL Liabilities and Equity Equity Investments Equity Funds [Member] Eligibility to participate in plan (in years) Defined Benefit Plan, Participation Eligibility, Term Defined Benefit Plan, Participation Eligibility, Term Asset allocation targets Defined Benefit Plan, Plan Assets, Target Allocation, Percentage Deviation from target allocation required for investments to be rebalanced (percent) Defined Benefit Plan, Plan Assets, Deviation From Target Allocation, Percentage Defined Benefit Plan, Plan Assets, Deviation From Target Allocation, Percentage Company's contributions to 401(k) plan Defined Contribution Plan, Employer Discretionary Contribution Amount Basis of Presentation Basis of Accounting, Policy [Policy Text Block] Principles of Consolidation and Noncontrolling Interests Consolidation, Policy [Policy Text Block] Use of Estimates Use of Estimates, Policy [Policy Text Block] Concentration of Risk Concentration Risk, Credit Risk, Policy [Policy Text Block] Acquisitions Business Combinations Policy [Policy Text Block] Revenue Recognition Revenue from Contract with Customer [Policy Text Block] Impairment of Assets Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] Share-Based Payments Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] Cash and Cash Equivalents Cash and Cash Equivalents, Policy [Policy Text Block] Restricted Cash and Certificates of Deposit Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] Marketable Securities Marketable Securities, Policy [Policy Text Block] Properties and Equipment Property, Plant and Equipment, Policy [Policy Text Block] Held for sale classification Real Estate Held for Development and Sale, Policy [Policy Text Block] Investments in Unconsolidated Entities Consolidation, Subsidiaries or Other Investments, Consolidated Entities, Policy [Policy Text Block] Inventories Inventory, Policy [Policy Text Block] Intangible Asset Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] Receivables Receivables, Policy [Policy Text Block] Fair Value Measurements Fair Value Measurement, Policy [Policy Text Block] Offering Costs Deferred Charges, Policy [Policy Text Block] Income Taxes Income Tax, Policy [Policy Text Block] Recently Issued and Adopted Accounting Pronouncements New Accounting Pronouncements, Policy [Policy Text Block] Business and Organization Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] Other Liabilities Disclosure [Abstract] Tax Receivable Agreement Tax Receivable Agreement [Text Block] Tax Receivable Agreement [Text Block] Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] Accounting Standards Update 2016-02 Accounting Standards Update 2016-02 [Member] Accounting Standards Update 2017-07 Accounting Standards Update 2017-07 [Member] Equity Components [Axis] Equity Components [Axis] Equity Component [Domain] Equity Component [Domain] Total lease liabilities Operating Lease, Liability Right-of-use assets Operating Lease, Right-of-Use Asset Selling, general, and administrative Selling, General and Administrative Expense Agriculture operating properties and equipment Agriculture Operating Properties and Equipment [Member] Agriculture Operating Properties and Equipment [Member] Other Other Capitalized Property Plant and Equipment [Member] Total properties and equipment Property, Plant and Equipment, Gross Accumulated depreciation Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment Properties and equipment, net Depreciation expense Depreciation Percentage of cash savings in income tax Tax Receivable Agreement, Percentage of Realized Cash Savings in Tax To Be Pass Through Tax Receivable Agreement, Percentage of Realized Cash Savings in Tax To Be Pass Through Holding period for stockholders Tax Receivable Agreement, Stockholders Right To Exchange, Holding Period Tax Receivable Agreement, Stockholders Right To Exchange, Holding Period Conversion ratio for stockholders Tax Receivable Agreement, Stockholders Right to Exchange, Conversion Ratio Tax Receivable Agreement, Stockholders Right to Exchange, Conversion Ratio Payable pursuant to tax receivable agreement TRA payments Aggregate Payments for Contractual Obligation Aggregate Payments for Contractual Obligation Schedule of Future Minimum Rental Payments for Operating Leases Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] Goodwill and Intangible Assets Disclosure [Abstract] Schedule of Finite-Lived Intangible Assets Schedule of Finite-Lived Intangible Assets [Table Text Block] Quarterly Financial Information Quarterly Financial Information [Table Text Block] Schedule of Related Party Transactions Schedule of Related Party Transactions [Table Text Block] Schedule of Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Table] Schedule of Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Table] Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] Revenues Income/Loss before income tax benefit Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest Basic and diluted (in dollars per share) Earnings Per Share, Basic and Diluted Schedule of Related Party Transactions, by Related Party [Table] Schedule of Related Party Transactions, by Related Party [Table] Contract asset Capital Commitment from Seller [Member] Capital Commitment from Seller [Member] Prepaid rent Prepaid Expenses and Other Current Assets [Member] Other Related Party Assets Other Related Party Assets [Member] Other Related Party Assets [Member] EB-5 loan reimbursements EB-5 Loan Reimbursement Agreement [Member] EB-5 Loan Reimbursement Agreement [Member] Contingent consideration—Mall Venture project property Contingent Consideration - Mall Venture [Member] Contingent Consideration - Mall Venture [Member] Deferred land sale revenue Deferred Land Sale Revenue [Member] Deferred Land Sale Revenue [Member] Payable to holders of Management Company’s Class B interests Payables to Holders of Management Company's Class B Interests [Member] Payables to Holders of Management Company's Class B Interests [Member] Other Other Related Party Agreements [Member] Other Related Party Agreements [Member] Related Party Transaction [Line Items] Related Party Transaction [Line Items] Schedule of Components of Income Tax Expense (Benefit) Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] Schedule of Deferred Tax Assets and Liabilities Schedule of Deferred Tax Assets and Liabilities [Table Text Block] Schedule of Effective Income Tax Rate Reconciliation Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] Statement of Stockholders' Equity [Abstract] Class A Common Shares Other comprehensive income, tax Other Comprehensive Income (Loss), Tax Underwriting discount and offering costs Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs Adjustments to Additional Paid-in-Capital, Income Tax From Tax Receivable Agreement Adjustments to Additional Paid-in-Capital, Income Tax From Tax Receivable Agreement Adjustments to Additional Paid-in-Capital, Income Tax From Tax Receivable Agreement Tax benefit from tax receivable agreement Adjustments to Additional Paid in Capital, Income Tax Benefit From Tax Receivable Agreement Adjustments to Additional Paid in Capital, Income Tax Benefit From Tax Receivable Agreement Common shares outstanding (in shares) Common Stock, Shares, Outstanding Proceeds of IPO, net of underwriting discounts Issuance of Common Stock, Underwriting Discounts Issuance of Common Stock, Underwriting Discounts FPOVHI Member, LLC FPOVHI Member, LLC [Member] FPOVHI Member, LLC [Member] Five Point Office Venture I, LLC Five Point Office Venture I, LLC [Member] Five Point Office Venture I, LLC [Member] Five Point Office Venture Holdings I, LLC Acquisition Five Point Office Venture Holdings I, LLC Acquisition [Member] Five Point Office Venture Holdings I, LLC Acquisition [Member] Broadcom Campus Broadcom Campus [Member] Broadcom Campus [Member] Mortgage Loan Agreement Mortgage Loan Agreement [Member] Mortgage Loan Agreement [Member] Distributions entitled to be received Proceeds from Equity Method Investment, Potential Distribution Proceeds from Equity Method Investment, Potential Distribution Potential additional distributions entitled to be received Proceeds from Equity Method Investment, Potential Additional Distribution Proceeds from Equity Method Investment, Potential Additional Distribution Distribution to certain interest holders, aggregate Distribution Made to Limited Liability Company (LLC) Member, Cash Distributions Paid, Aggregate Distribution Made to Limited Liability Company (LLC) Member, Cash Distributions Paid, Aggregate Stock issued to acquire investments (in shares) Stock Issued to Acquire Investments Stock Issued to Acquire Investments Unamortized basis difference Equity Method Investment, Difference Between Carrying Amount and Underlying Equity Purchase price Payments to Acquire Businesses, Gross Percentage interest in venture Business Acquisition, Percentage of Voting Interests Acquired Number of individuals entitled to be appointed to executive committee Equity Method Investments, Number of Governing Individuals Equity Method Investments, Number of Governing Individuals Debt financing Loans Payable Debt financing, additional financing Loans Payable, Additional Financing Loans Payable, Additional Financing Capital contribution to Gateway Capital Venture Nonrecurring Adjustment [Axis] Nonrecurring Adjustment [Axis] Nonrecurring Adjustment [Domain] Nonrecurring Adjustment [Domain] Acquisition-related Costs Acquisition-related Costs [Member] Mall Venture Mall Venture [Member] Mall Venture [Member] CPHP Development, LLC CPHP Development, LLC [Member] CPHP Development, LLC [Member] Operating Company Operating Company [Member] Operating Company [Member] FPL FPL [Member] FPL [Member] Transaction costs Business Combination, Acquisition Related Costs Equity interests acquired in exchange (in shares) Business Acquisition, Number of Common Stock Shares Acquired Business Acquisition, Number of Common Stock Shares Acquired Percentage of distributions entitled to receive Business Acquisition, Right of Distributions, Percentage Business Acquisition, Right of Distributions, Percentage Right to exchange, conversion ratio Noncontrolling Interest, Stockholders Right to Exchange, Conversion Ratio Noncontrolling Interest, Stockholders Right to Exchange, Conversion Ratio Capital commitment from seller Number of installment payments Due from Related Parties, Number of Installment Payments Due from Related Parties, Number of Installment Payments Second installment payable (in days) Due from Related Parties, Second Installment Payable, Term Due from Related Parties, Second Installment Payable, Term Third installment payable (in days) Due from Related Parties, Third Installment Payable, Term Due from Related Parties, Third Installment Payable, Term Final installment payable (in days) Due from Related Parties, Final Installment Payable, Term Due from Related Parties, Final Installment Payable, Term Incentive compensation obligation Closing cash adjustments Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Related Party Liabilities, Closing Cash Adjustments Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Related Party Liabilities, Closing Cash Adjustments Macerich note Amount awarded to management company Business Acquisition, Amount Awarded, Percentage Business Acquisition, Amount Awarded, Percentage Incentive compensation rights sold (percent) Incentive Compensation Rights Sold, Percent Incentive Compensation Rights Sold, Percent Ownership percentage by minority owners Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners Renewal term Acquired Finite-Lived Intangible Assets, Optional Renewal Term Acquired Finite-Lived Intangible Assets, Optional Renewal Term Additional renewal term Acquired Finite-Lived Intangible Assets, Additional Renewal Term Acquired Finite-Lived Intangible Assets, Additional Renewal Term Related party payment received Increase (Decrease) in Due from Related Parties, Current Distributions to holders of Class B interests Related Party Transaction, Distributions Related Party Transaction, Distributions Incentive compensation rights, non-legacy (percent) Incentive Compensation Rights, Non-Legacy, Percent Incentive Compensation Rights, Non-Legacy, Percent Proceeds from sale of golf club operating properties Proceeds from Sale of Property Held-for-sale, Net Proceeds from Sale of Property Held-for-sale, Net Gain on sale of golf course operating propertiesperties Gain on sale of golf club operating property Gain on insurance claims Net periodic pension benefit Total miscellaneous other income Other Nonoperating Income Intangible Asset, Net—Related Party Intangible Assets Disclosure [Text Block] Discount rate to determine benefit obligation (percent) Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate Discount rate to determine net periodic expense (percent) Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate Expected long-term return on plan assets (rate) Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Rate of Return on Plan Assets Assets held for sale Assets held for sale, property and equipment Disposal Group, Including Discontinued Operation, Property, Plant and Equipment Assets held for sale, property and equipment, accumulated depreciation Disposal Group, Including Discontinued Operation, Accumulated Depreciation Disposal Group, Including Discontinued Operation, Accumulated Depreciation Assets held for sale, other assets Disposal Group, Including Discontinued Operation, Other Assets Liabilities related to assets held for sale, club membership liabilities Disposal Group, Including Discontinued Operation, Membership Liabilities Disposal Group, Including Discontinued Operation, Membership Liabilities Liabilities related to assets held for sale, other liabilities Disposal Group, Including Discontinued Operation, Other Liabilities Interest cost capitalized Interest Costs Capitalized Advertising costs Advertising Expense Deferred equity offering costs Deferred Offering Costs Funded status: Defined Benefit Plan, Funded (Unfunded) Status of Plan [Abstract] Change in benefit obligation: Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] Projected benefit obligation—beginning of year Defined Benefit Plan, Benefit Obligation Interest cost Benefits paid Defined Benefit Plan, Benefit Obligation, Benefits Paid Actuarial (gain) loss Defined Benefit Plan, Benefit Obligation, Actuarial Gain (Loss) Projected benefit obligation—end of year Change in plan assets: Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] Fair value of plan assets—beginning of year Actual (loss) gain on plan assets Defined Benefit Plan, Plan Assets, Increase (Decrease) for Actual Return (Loss) Employer contributions Defined Benefit Plan, Plan Assets, Contributions by Employer Benefits paid Defined Benefit Plan, Plan Assets, Benefits Paid Fair value of plan assets—end of year Funded status Defined Benefit Plan, Funded (Unfunded) Status of Plan Amounts recognized in the consolidated balance sheet—liability Liability, Defined Benefit Plan Amounts recognized in accumulated other comprehensive loss—net actuarial loss Defined Benefit Plan, Accumulated Other Comprehensive Income (Loss), Gain (Loss), before Tax Schedule of Segment Reporting Information, by Segment [Table] Schedule of Segment Reporting Information, by Segment [Table] Consolidation Items [Axis] Consolidation Items [Axis] Consolidation Items [Domain] Consolidation Items [Domain] Operating Segments Operating Segments [Member] Removal of Results of Unconsolidated Entities Segment Reconciling Items [Member] Other eliminations Intersegment Eliminations [Member] Corporate and Unallocated Corporate, Non-Segment [Member] Segment Reporting Information [Line Items] Segment Reporting Information [Line Items] Depreciation and amortization Other Depreciation and Amortization Interest income Interest Income Interest Income Interest expense Interest Expense Segment assets Inventory assets and real estate related assets, net Expenditures for long-lived assets Payments to Acquire Real Estate Schedule of Finite-Lived Intangible Assets [Table] Schedule of Finite-Lived Intangible Assets [Table] Finite-Lived Intangible Assets [Line Items] Finite-Lived Intangible Assets [Line Items] Gross carrying amount Finite-Lived Intangible Assets, Gross Accumulated amortization Finite-Lived Intangible Assets, Accumulated Amortization Net book value Amortization expense Amortization of Intangible Assets Consolidated Variable Interest Entity Variable Interest Entity Disclosure [Text Block] Accounting Standards Update 2016-18 Accounting Standards Update 2016-18 [Member] Restatement [Axis] Restatement [Axis] Restatement [Domain] Restatement [Domain] Previously Reported Previously Reported [Member] Restatement Adjustment Restatement Adjustment [Member] Decrease in restricted cash and certificates of deposits Restricted Cash and Certificates of Deposit, Period Increase (Decrease) Restricted Cash and Certificates of Deposit, Period Increase (Decrease) NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect Selling, general, and administrative Total costs and expenses Costs and Expenses Total costs and expenses Other Income, Nonoperating [Abstract] Adjustment to payable pursuant to tax receivable agreement Interest income Interest Income, Other Miscellaneous Total other income Other Income (LOSS) INCOME BEFORE INCOME TAX (PROVISION) BENEFIT INCOME TAX (PROVISION) BENEFIT NET (LOSS) INCOME NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE/UNIT WEIGHTED AVERAGE CLASS A SHARES/UNITS OUTSTANDING Earnings Per Share, Basic, Other Disclosures [Abstract] NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY PER CLASS B SHARE/UNIT Earnings Per Share, Basic and Diluted [Abstract] WEIGHTED AVERAGE CLASS B SHARES/UNITS OUTSTANDING Weighted Average Number of Shares Outstanding Reconciliation [Abstract] Noncontrolling Interest [Table] Noncontrolling Interest [Table] San Francisco Venture San Francisco Venture [Member] San Francisco Venture [Member] Capital Unit, Class B Conversion of Class B Common Shares Into Class A Common Shares Conversion of Class B Common Shares Into Class A Common Shares [Member] Conversion of Class B Common Shares Into Class A Common Shares [Member] Noncontrolling Interest [Line Items] Noncontrolling Interest [Line Items] Ownership percentage of outstanding common units Noncontrolling Interest, Ownership Percentage by Parent Noncontrolling interest percentage of outstanding common units Holding period for right to exchange Noncontrolling Interest, Stockholders Right To Exchange, Holding Period Stockholders Right To Exchange, Holding Period Conversion of common shares, ratio Common Stock, Conversion Ratio Common Stock, Conversion Ratio Unitholder request for redemption, minimum ownership (percent) Limited Liability Company or Limited Partnership, Redemption Threshold Limited Liability Company or Limited Partnership, Redemption Threshold Authorized contribution amount Authorized Contribution Amount Authorized Contribution Amount Issuance of units for new class of membership Stock Issued During Period, Shares, New Issues Maximum amount payable, class C units Maximum Payable Amount Maximum Payable Amount Infrastructure development costs Spending Agreement Spending Agreement Fair Value Disclosures [Abstract] Fair Value, by Balance Sheet Grouping [Table] Fair Value, by Balance Sheet Grouping [Table] Fair Value Hierarchy and NAV [Axis] Fair Value Hierarchy and NAV [Axis] Fair Value Hierarchy and NAV [Domain] Fair Value Hierarchy and NAV [Domain] Fair Value, Inputs, Level 2 Fair Value, Inputs, Level 2 [Member] Measurement Basis [Axis] Measurement Basis [Axis] Fair Value Measurement [Domain] Fair Value Measurement [Domain] Portion at Fair Value Measurement [Member] Portion at Fair Value Measurement [Member] Estimate of Fair Value Measurement Estimate of Fair Value Measurement [Member] Reported Value Measurement Reported Value Measurement [Member] Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] Notes Payable, Fair Value Disclosure Notes Payable, Fair Value Disclosure Common Stock Common Stock [Member] Contributed Capital Additional Paid-in Capital [Member] Retained Earnings (Accumulated Deficit) Retained Earnings [Member] Accumulated Other Comprehensive Loss AOCI Attributable to Parent [Member] Total Members’ Capital Parent [Member] Noncontrolling Interests Noncontrolling Interest [Member] Class A Units Class B Common Shares Increase (Decrease) in Stockholders' Equity [Roll Forward] Increase (Decrease) in Stockholders' Equity [Roll Forward] Common shares and units outstanding, beginning balance (in shares) Contributed capital, beginning balance Capital attributable to parent, beginning balance Total members' capital, beginning balance Capital attributable to noncontrolling interests, beginning balance Stockholders' Equity Attributable to Noncontrolling Interest Capital including portion attributable to noncontrolling interest, beginning balance Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest Adoption of accounting standards Cumulative Effect of New Accounting Principle in Period of Adoption Share-based compensation expense Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition Reacquisition of share-based compensation for tax-withholding purposes Adjustments Related to Tax Withholding for Share-based Compensation Conversion of units Stock Issued During Period, Shares, Conversion of Units Settlement of restricted share units for Class A shares of common stock (in shares) Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures Issuance of common shares and units in initial public offering, net of underwriting discount and offering costs (in shares) Issuance of common shares in initial public offering (in shares) Stock Issued During Period, Value, New Issues Issuance of share-based compensation awards (in shares) Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures Other comprehensive income—net of tax Other Comprehensive Income (Loss), Net of Tax Exchange of noncontrolling operating company units for company class A units Cancellation of Class B units (in shares) Stock Repurchased and Retired During Period, Shares Formation Transactions (in shares) Stock Issued During Period, Shares, Formation Transaction Stock Issued During Period, Shares, Formation Transaction Formation Transactions Stock Issued During Period, Value, Formation Transactions Stock Issued During Period, Value, Formation Transactions Initial liability recognized under tax receivable agreement—net of tax/benefit of $73,184 Adjustments to Additional Paid in Capital, Tax Receivable Agreement, Initial Liability Adjustments to Additional Paid in Capital, Tax Receivable Agreement, Initial Liability Adjustment of noncontrolling interest in the Operating Company Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests Common shares and units outstanding, ending balance (in shares) Contributed capital, beginning balance Capital attributable to parent, ending balance Total members' capital, ending balance Capital attributable to noncontrolling interests, ending balance Capital including portion attributable to noncontrolling interest, ending balance Schedule of Variable Interest Entities [Table] Schedule of Variable Interest Entities [Table] Variable Interest Entities [Axis] Variable Interest Entities [Axis] Variable Interest Entity, Classification [Domain] Variable Interest Entity, Classification [Domain] Variable Interest Entity, Primary Beneficiary Variable Interest Entity, Primary Beneficiary [Member] Five Point Communities, LP and FLP Five Point Communities, LP and FLP [Member] Five Point Communities, LP and FLP [Member] Variable Interest Entity [Line Items] Variable Interest Entity [Line Items] Distributions (percent) Variable Interest Entity, Distribution Percentage Variable Interest Entity, Distribution Percentage Combined assets Variable Interest Entity, Consolidated, Carrying Amount, Assets Inventories Variable Interest Entity, Consolidated, Carrying Amount, Inventories Variable Interest Entity, Consolidated, Carrying Amount, Inventories Related party assets Variable Interest Entity, Consolidated, Carrying Amount, Related Party Assets Variable Interest Entity, Consolidated, Carrying Amount, Related Party Assets Cash Variable Interest Entity, Consolidated, Carrying Amount, Cash Variable Interest Entity, Consolidated, Carrying Amount, Cash Combined liabilities Variable Interest Entity, Consolidated, Carrying Amount, Liabilities Related party liabilities Variable Interest Entity, Consolidated, Carrying Amount, Related Party Liabilities Variable Interest Entity, Consolidated, Carrying Amount, Related Party Liabilities Notes payable Variable Interest Entity, Consolidated, Carrying Amount, Long Term Debt Variable Interest Entity, Consolidated, Carrying Amount, Long Term Debt Intangibles Variable Interest Entity, Consolidated, Carrying Amount, Intangible Assets Other Than Goodwill Variable Interest Entity, Consolidated, Carrying Amount, Intangible Assets Other Than Goodwill Accounts payable Variable Interest Entity, Consolidated, Carrying Amount, Accounts Payable Variable Interest Entity, Consolidated, Carrying Amount, Accounts Payable Notes Payable, Net Debt Disclosure [Text Block] Employee Benefit Plans Pension and Other Postretirement Benefits Disclosure [Text Block] Financial Instruments and Fair Value Measurements and Disclosures Fair Value Disclosures [Text Block] Equity Method Investment, Summarized Financial Information, Assets [Abstract] Equity Method Investment, Summarized Financial Information, Assets [Abstract] Inventories Equity Method Investment, Summarized Financial Information, Inventory, Real Estate Equity Method Investment, Summarized Financial Information, Inventory, Real Estate Cash and cash equivalents Equity Method Investment, Summarized FInancial Information, Cash and Cash Equivalents Equity Method Investment, Summarized FInancial Information, Cash and Cash Equivalents Real estate and related intangible assets, net Equity Method Investment, Summarized Financial Information, Real Estate and Related Intangible Assets Equity Method Investment, Summarized Financial Information, Real Estate and Related Intangible Assets Other assets Equity Method Investment, Summarized Financial Information, Other Assets Equity Method Investment, Summarized Financial Information, Other Assets Receivable and other assets Equity Method Investment, Summarized Financial Information, Receivable and Other Assets Equity Method Investment, Summarized Financial Information, Receivable and Other Assets Total assets Equity Method Investment, Summarized Financial Information, Assets Equity Method Investment, Summarized Financial Information, Liabilities and Equity [Abstract] Equity Method Investment, Summarized Financial Information, Liabilities and Equity [Abstract] Accounts payable and other liabilities Equity Method Investment, Summarized Financial Information, Accounts Payable and Other Liabilities Equity Method Investment, Summarized Financial Information, Accounts Payable and Other Liabilities Notes payable, net Equity Method Investment, Summarized Financial Information, Notes Payable, Net Equity Method Investment, Summarized Financial Information, Notes Payable, Net Other liabilities, net Equity Method Investment, Summarized Financial Information, Other Liabilities Equity Method Investment, Summarized Financial Information, Other Liabilities Redeemable Legacy Interests Equity Method Investment, Summarized Financial Information, Redeemable Limited Liability Company Interests Equity Method Investment, Summarized Financial Information, Redeemable Limited Liability Company Interests Capital (Percentage Interest) Equity Method Investment Summarized Financial Information, Equity Total liabilities and capital Equity Method Investment, Summarized Financial Information, Liabilities and Equity The Company’s share of capital in Great Park Venture Equity Method Investment, Underlying Equity in Net Assets The Company’s investment in the Great Park Venture Properties and Equipment, Net Property, Plant and Equipment Disclosure [Text Block] Income Taxes Income Tax Disclosure [Text Block] Equity Method Investee Equity Method Investee [Member] Limited Liability Company Limited Liability Company [Member] Transition services agreement Transition Services Agreement [Member] Transition Services Agreement [Member] San Francisco Bay Area Development Management Agreements San Francisco Bay Area Development Management Agreements [Member] San Francisco Bay Area Development Management Agreements [Member] Candlestick Point Purchase and Sale Agreement Number One Candlestick Point Purchase and Sale Agreement Number One [Member] Candlestick Point Purchase and Sale Agreement Number One [Member] Candlestick Point Purchase and Sale Agreements Candlestick Point Purchase and Sale Agreements [Member] Candlestick Point Purchase and Sale Agreements [Member] Entitlement Transfer Agreement Entitlement Transfer Agreement [Member] Entitlement Transfer Agreement [Member] Development Management Agreement between Newhall Land and Management Company Development Management Agreement [Member] Development Management Agreement [Member] Percentage of distributions Related Party Transaction, Amounts of Transaction, Percentage of Distributions Related Party Transaction, Amounts of Transaction, Percentage of Distributions Distributions to holders of Legacy Interests Maximum contingency amount Contractual Obligation Contract assets Contract with Customer, Asset, Net Revenue from related parties Revenue from Related Parties Prepaid rent Prepaid Rent Interest cost Interest Expense, Related Party Weighted average interest rate Related Party Transaction, Rate Principal payments, due in next twelve months Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months Principal payments, due in year two Long-term Debt, Maturities, Repayments of Principal in Year Two Payment made to related parties Costs incurred for office space licensing and transaction services Related Party Transaction, Expenses from Transactions with Related Party Area of land (in acres) Area of Land Number of properties Number of Real Estate Properties Proceeds from sale Proceeds from Sale of Land Held-for-investment Deferred revenue Contract with Customer, Liability Area of retail space (in sq ft) Area of Real Estate Property Segment Operating Results and Reconciliation to Consolidated Balances Schedule of Segment Reporting Information, by Segment [Table Text Block] Capitalized Contract Cost [Table] Capitalized Contract Cost [Table] Capitalized Contract Cost [Line Items] Capitalized Contract Cost [Line Items] Increase from revenue recognized Increase (Decrease) in Contract with Customer, Asset Increase in contract assets Contract with Customer, Asset, Cumulative Catch-up Adjustment to Revenue, Change in Measure of Progress Contract asset balance, variance cash consideration component Contract with Customer, Asset, Cumulative Catch-up Adjustment to Revenue, Change in Estimate of Transaction Price Revenue, remaining performance obligation, amount Revenue, Remaining Performance Obligation, Amount Schedule of Earnings Per Share, Basic and Diluted Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation, by Property [Table] SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation, by Property [Table] Name of Property [Axis] Name of Property [Axis] Name of Property [Domain] Name of Property [Domain] Newhall Ranch-Land under development Newhall Ranch-Land Under Development [Member] Newhall Ranch-Land Under Development [Member] Candlestick Point and The San Francisco Shipyard- Land under development San Francisco Shipyard and Candlestick Point [Member] San Francisco Shipyard and Candlestick Point [Member] Agriculture-Operating property Agriculture-Operating Property [Member] Agriculture-Operating Property [Member] Other Properties Other Properties [Member] Other Properties [Member] SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] Encumbrances SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation, Amount of Encumbrances Initial Cost SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation, Initial Cost [Abstract] Initial Cost, Land SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation, Initial Cost of Land Initial Cost, Buildings and Improvements SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation, Initial Cost of Building and Improvements Costs Capitalized Subsequent to Acquisition SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation, Cost Capitalized Subsequent to Acquisition [Abstract] Costs Capitalized Subsequent to Acquisition, Land SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation, Cost Capitalized Subsequent to Acquisition, Land Costs Capitalized Subsequent to Acquisition, Buildings and Improvements SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation, Cost Capitalized Subsequent to Acquisition, Building and Improvements Gross Amounts at Which Carried at Close of Period SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Gross [Abstract] Gross Amounts at Which Carried at Close of Period, Land SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation, Land, Amount Gross Amounts at Which Carried at Close of Period, Buildings and Improvements SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount Gross Amounts at Which Carried at Close of Period, Total Accumulated Depreciation Aggregate cost of land and improvements for federal income tax purposes SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Federal Income Tax Basis Lessee, Lease, Description [Table] Lessee, Lease, Description [Table] Other Commitments [Axis] Other Commitments [Axis] Other Commitments [Domain] Other Commitments [Domain] Water Purchase Agreement Water Purchase Agreement [Member] Water Purchase Agreement [Member] Los Angeles County Los Angeles County [Member] Los Angeles County [Member] Corporate Joint Venture Corporate Joint Venture [Member] Balance Sheet Location [Axis] Balance Sheet Location [Axis] Balance Sheet Location [Domain] Balance Sheet Location [Domain] Accounts Payable and Other Liabilities Accounts Payable and Accrued Liabilities [Member] Letter of Credit Letter of Credit [Member] Lessee, Lease, Description [Line Items] Lessee, Lease, Description [Line Items] Carrying amount of liability for certain obligations of the settlement Accrual for Environmental Loss Contingencies Remaining estimated maximum potential amount of monetary payments subject to guaranty Monetary Payments Subject to Guaranty, Remaining Estimated Amount, Maximum Monetary Payments Subject to Guaranty, Remaining Estimated Amount, Maximum Purchase agreement term Long-term Purchase Commitment, Period Purchase agreement optional second term Long-term Purchase Commitment, Additional Option Period Long-term Purchase Commitment, Additional Option Period Payment made in current year Payments For Purchase Obligation Payments For Purchase Obligation 2019 Purchase Obligation, Due in Next Twelve Months 2020 Purchase Obligation, Due in Second Year 2021 Purchase Obligation, Due in Third Year 2022 Purchase Obligation, Due in Fourth Year 2023 Purchase Obligation, Due in Fifth Year Aggregate annual minimum payments remaining Purchase Obligation Financed construction costs of an interchange project Aggregate payments for infrastructure project Construction Payable Construction Payable Design and construction costs, amount in excess of maximum Design And Construction Costs, Reimbursable Amount, Excess Amount Threshold Design And Construction Costs, Reimbursable Amount, Excess Amount Threshold Outstanding performance bonds Special Assessment Bond Guaranty of infrastructure obligations, maximum obligation Guarantor Obligations, Maximum Exposure, Undiscounted Restricted cash and certificates of deposit pledged as collateral Pledged Assets, Not Separately Reported, Other Number of plaintiffs Loss Contingency, Number of Plaintiffs Statement of Comprehensive Income [Abstract] OTHER COMPREHENSIVE (LOSS) INCOME: Other Comprehensive Income (Loss), before Tax [Abstract] Net actuarial (loss) gain on defined benefit pension plan Reclassification of actuarial loss on defined benefit pension plan included in net (loss) income Other comprehensive (loss) income before taxes INCOME TAX (PROVISION) BENEFIT RELATED TO OTHER COMPREHENSIVE (LOSS) INCOME OTHER COMPREHENSIVE (LOSS) INCOME—Net of tax COMPREHENSIVE (LOSS) INCOME Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest LESS COMPREHENSIVE LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY Comprehensive Income (Loss), Net of Tax, Attributable to Parent Lease Arrangement, Type [Axis] Lease Arrangement, Type [Axis] Lease Arrangement, Type [Domain] Lease Arrangement, Type [Domain] One Tenant Lease One Tenant Lease [Member] One Tenant Lease [Member] Subsidiary Lease Subsidiary Lease [Member] Subsidiary Lease [Member] Newhall and San Francisco Newhall and San Francisco [Member] Newhall and San Francisco [Member] Customer [Axis] Customer [Axis] Customer [Domain] Customer [Domain] Lennar Corporation and Other Affiliates Concentration Risk Benchmark [Axis] Concentration Risk Benchmark [Axis] Concentration Risk Benchmark [Domain] Concentration Risk Benchmark [Domain] Revenue Sales Revenue, Net [Member] Concentration Risk Type [Axis] Concentration Risk Type [Axis] Concentration Risk Type [Domain] Concentration Risk Type [Domain] Customer Concentration Risk Customer Concentration Risk [Member] Number of buildings Number of Buildings Number of Buildings Number of buildings with one tenant Number of Buildings, One Tenant Number of Buildings, One Tenant Lease term Lessor, Operating Lease, Term of Contract Concentration of risk Concentration Risk, Percentage Accumulated Other Comprehensive Income (Loss) [Table] Accumulated Other Comprehensive Income (Loss) [Table] Reclassification out of Accumulated Other Comprehensive Income [Axis] Reclassification out of Accumulated Other Comprehensive Income [Axis] Reclassification out of Accumulated Other Comprehensive Income [Domain] Reclassification out of Accumulated Other Comprehensive Income [Domain] Reclassification out of Accumulated Other Comprehensive Income Reclassification out of Accumulated Other Comprehensive Income [Member] AOCI Attributable to Noncontrolling Interest AOCI Attributable to Noncontrolling Interest [Member] Accumulated Defined Benefit Plans Adjustment, Net Gain (Loss) Attributable to Parent Accumulated Defined Benefit Plans Adjustment, Net Gain (Loss) Attributable to Parent [Member] Accumulated Other Comprehensive Income (Loss) [Line Items] Accumulated Other Comprehensive Income (Loss) [Line Items] Unamortized defined benefit pension plan net actuarial losses Accumulated Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss), after Tax Defined benefit pension plan, tax benefits AOCI Tax, Attributable to Parent Accumulated other comprehensive loss Reclassifications from accumulated other comprehensive loss Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax EX-101.PRE 15 fph-20181231_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT GRAPHIC 16 org10k.jpg begin 644 org10k.jpg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end GRAPHIC 17 performancegraphcolora01.jpg begin 644 performancegraphcolora01.jpg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fph-123118x10k_htm.xml IDEA: XBRL DOCUMENT 0001574197 2018-01-01 2018-12-31 0001574197 us-gaap:CommonClassBMember 2019-02-28 0001574197 us-gaap:CommonClassAMember 2019-02-28 0001574197 2018-06-29 0001574197 2017-12-31 0001574197 2018-12-31 0001574197 us-gaap:CommonClassAMember 2017-12-31 0001574197 us-gaap:CommonClassAMember 2018-12-31 0001574197 us-gaap:CommonClassBMember 2017-12-31 0001574197 us-gaap:CommonClassBMember 2018-12-31 0001574197 2017-01-01 2017-12-31 0001574197 us-gaap:LandMember srt:AffiliatedEntityMember 2016-01-01 2016-12-31 0001574197 us-gaap:LandMember srt:AffiliatedEntityMember 2018-01-01 2018-12-31 0001574197 us-gaap:CommonClassAMember 2017-01-01 2017-12-31 0001574197 us-gaap:RealEstateOtherMember 2016-01-01 2016-12-31 0001574197 us-gaap:CommonClassBMember 2016-01-01 2016-12-31 0001574197 2016-01-01 2016-12-31 0001574197 us-gaap:CommonClassAMember 2016-01-01 2016-12-31 0001574197 us-gaap:ManagementServiceMember srt:AffiliatedEntityMember 2016-01-01 2016-12-31 0001574197 us-gaap:CommonClassBMember 2017-01-01 2017-12-31 0001574197 us-gaap:RealEstateOtherMember 2017-01-01 2017-12-31 0001574197 us-gaap:CommonClassAMember 2018-01-01 2018-12-31 0001574197 us-gaap:RealEstateOtherMember 2018-01-01 2018-12-31 0001574197 us-gaap:LandMember 2017-01-01 2017-12-31 0001574197 us-gaap:LandMember 2018-01-01 2018-12-31 0001574197 us-gaap:ManagementServiceMember 2018-01-01 2018-12-31 0001574197 us-gaap:ManagementServiceMember srt:AffiliatedEntityMember 2018-01-01 2018-12-31 0001574197 us-gaap:ManagementServiceMember 2016-01-01 2016-12-31 0001574197 us-gaap:ManagementServiceMember srt:AffiliatedEntityMember 2017-01-01 2017-12-31 0001574197 us-gaap:LandMember 2016-01-01 2016-12-31 0001574197 us-gaap:CommonClassBMember 2018-01-01 2018-12-31 0001574197 us-gaap:ManagementServiceMember 2017-01-01 2017-12-31 0001574197 us-gaap:LandMember srt:AffiliatedEntityMember 2017-01-01 2017-12-31 0001574197 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2016-12-31 0001574197 us-gaap:CapitalUnitClassAMember us-gaap:CommonStockMember 2015-12-31 0001574197 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2016-12-31 0001574197 us-gaap:AdditionalPaidInCapitalMember 2016-01-01 2016-12-31 0001574197 us-gaap:AdditionalPaidInCapitalMember 2016-12-31 0001574197 us-gaap:ParentMember 2018-12-31 0001574197 us-gaap:ParentMember 2017-01-01 2017-12-31 0001574197 us-gaap:ParentMember 2018-01-01 2018-12-31 0001574197 us-gaap:ParentMember 2016-01-01 2016-12-31 0001574197 us-gaap:AdditionalPaidInCapitalMember 2017-01-01 2017-12-31 0001574197 us-gaap:NoncontrollingInterestMember 2018-12-31 0001574197 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2017-01-01 2017-12-31 0001574197 us-gaap:ParentMember us-gaap:PrivatePlacementMember 2017-01-01 2017-12-31 0001574197 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2015-12-31 0001574197 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2018-01-01 2018-12-31 0001574197 us-gaap:ParentMember us-gaap:IPOMember 2017-01-01 2017-12-31 0001574197 2015-12-31 0001574197 2016-12-31 0001574197 us-gaap:CapitalUnitClassAMember us-gaap:CommonStockMember 2016-01-01 2016-12-31 0001574197 us-gaap:NoncontrollingInterestMember 2016-01-01 2016-12-31 0001574197 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-12-31 0001574197 us-gaap:PrivatePlacementMember 2017-01-01 2017-12-31 0001574197 us-gaap:RetainedEarningsMember 2018-01-01 2018-12-31 0001574197 us-gaap:CapitalUnitClassBMember us-gaap:CommonStockMember 2016-01-01 2016-12-31 0001574197 us-gaap:NoncontrollingInterestMember 2017-01-01 2017-12-31 0001574197 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2016-01-01 2016-12-31 0001574197 us-gaap:RetainedEarningsMember 2018-12-31 0001574197 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2017-01-01 2017-12-31 0001574197 us-gaap:RetainedEarningsMember 2016-12-31 0001574197 us-gaap:RetainedEarningsMember 2017-12-31 0001574197 us-gaap:IPOMember 2017-01-01 2017-12-31 0001574197 us-gaap:RetainedEarningsMember 2016-01-01 2016-12-31 0001574197 us-gaap:NoncontrollingInterestMember 2017-12-31 0001574197 us-gaap:CommonClassAMember us-gaap:CommonStockMember us-gaap:IPOMember 2017-01-01 2017-12-31 0001574197 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2017-12-31 0001574197 us-gaap:AdditionalPaidInCapitalMember 2018-01-01 2018-12-31 0001574197 us-gaap:AdditionalPaidInCapitalMember 2015-12-31 0001574197 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-01-01 2018-12-31 0001574197 us-gaap:ParentMember 2017-12-31 0001574197 us-gaap:NoncontrollingInterestMember 2016-12-31 0001574197 us-gaap:RetainedEarningsMember 2015-12-31 0001574197 us-gaap:AdditionalPaidInCapitalMember 2018-12-31 0001574197 us-gaap:AdditionalPaidInCapitalMember 2017-12-31 0001574197 us-gaap:RetainedEarningsMember 2017-01-01 2017-12-31 0001574197 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2018-01-01 2018-12-31 0001574197 us-gaap:NoncontrollingInterestMember 2018-01-01 2018-12-31 0001574197 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2017-12-31 0001574197 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2018-12-31 0001574197 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2015-12-31 0001574197 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2016-01-01 2016-12-31 0001574197 us-gaap:ParentMember 2016-12-31 0001574197 us-gaap:AdditionalPaidInCapitalMember us-gaap:IPOMember 2017-01-01 2017-12-31 0001574197 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2016-12-31 0001574197 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2016-01-01 2016-12-31 0001574197 us-gaap:ParentMember 2015-12-31 0001574197 us-gaap:NoncontrollingInterestMember 2015-12-31 0001574197 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2017-12-31 0001574197 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2018-12-31 0001574197 us-gaap:AdditionalPaidInCapitalMember us-gaap:PrivatePlacementMember 2017-01-01 2017-12-31 0001574197 us-gaap:NoncontrollingInterestMember us-gaap:PrivatePlacementMember 2017-01-01 2017-12-31 0001574197 us-gaap:CapitalUnitClassBMember us-gaap:CommonStockMember 2015-12-31 0001574197 us-gaap:CommonClassBMember us-gaap:CommonStockMember us-gaap:PrivatePlacementMember 2017-01-01 2017-12-31 0001574197 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2015-12-31 0001574197 us-gaap:CommonClassAMember us-gaap:IPOMember 2017-01-01 2017-12-31 0001574197 srt:ParentCompanyMember us-gaap:CapitalUnitClassBMember srt:AffiliatedEntityMember us-gaap:PrivatePlacementMember fph:FivePointOperatingCompanyLLCMember 2017-05-15 0001574197 fph:FivePointCommunitiesLPMember us-gaap:CapitalUnitClassAMember 2016-05-02 2016-05-02 0001574197 srt:ParentCompanyMember srt:AffiliatedEntityMember fph:FivePointOperatingCompanyLLCMember 2018-01-01 2018-12-31 0001574197 srt:ParentCompanyMember srt:AffiliatedEntityMember fph:FivePointOperatingCompanyLLCMember 2017-01-01 2017-12-31 0001574197 fph:FivePointLandUnitsExchangedForClassACommonUnitsMember 2016-05-02 2016-05-02 0001574197 fph:TheSanFranciscoVentureMember us-gaap:CapitalUnitClassAMember 2017-03-31 2017-03-31 0001574197 us-gaap:CapitalUnitClassAMember fph:FivePointLandUnitsExchangedForClassACommonUnitsMember 2016-05-02 2016-05-02 0001574197 us-gaap:CommonClassAMember us-gaap:IPOMember 2017-05-15 2017-05-15 0001574197 us-gaap:CommonClassBMember 2016-05-02 2016-05-02 0001574197 us-gaap:CapitalUnitClassAMember fph:FivePointOperatingCompanyLLCMember 2017-03-31 2017-03-31 0001574197 us-gaap:CommonClassAMember 2016-05-02 2016-05-02 0001574197 fph:HoldersofClassAUnitsofSanFranciscoVentureMember us-gaap:CommonClassBMember 2016-05-02 2016-05-02 0001574197 srt:ParentCompanyMember us-gaap:CapitalUnitClassAMember srt:AffiliatedEntityMember us-gaap:IPOMember fph:FivePointOperatingCompanyLLCMember 2017-05-15 0001574197 us-gaap:CommonClassAMember fph:FivePointHoldingsLLCMember 2017-03-31 2017-03-31 0001574197 fph:LennarCorporationMember us-gaap:CapitalUnitClassAMember srt:AffiliatedEntityMember us-gaap:PrivatePlacementMember fph:FivePointOperatingCompanyLLCMember 2017-05-15 0001574197 us-gaap:CommonClassBMember us-gaap:PrivatePlacementMember fph:FivePointHoldingsLLCMember 2017-05-15 0001574197 us-gaap:IPOMember 2017-05-15 2017-05-15 0001574197 us-gaap:CapitalUnitClassBMember us-gaap:PrivatePlacementMember fph:FivePointHoldingsLLCMember 2017-05-15 0001574197 fph:HeritageFieldsLLCMember 2016-05-02 0001574197 us-gaap:CommonClassAMember us-gaap:OverAllotmentOptionMember 2017-05-15 2017-05-15 0001574197 us-gaap:CommonClassAMember us-gaap:IPOMember 2017-05-15 0001574197 fph:FivePointCommunitiesLPMember us-gaap:CommonClassAMember 2016-05-02 2016-05-02 0001574197 fph:TheSanFranciscoVentureMember us-gaap:CapitalUnitClassAMember 2016-05-02 2016-05-02 0001574197 us-gaap:PrivatePlacementMember 2017-05-15 2017-05-15 0001574197 2016-05-02 2016-05-02 0001574197 fph:HeritageFieldsLLCMember 2016-05-02 2016-05-02 0001574197 fph:TheSanFranciscoVentureMember us-gaap:CapitalUnitClassBMember 2017-03-31 2017-03-31 0001574197 us-gaap:CommonClassBMember fph:FivePointHoldingsLLCMember 2017-03-31 2017-03-31 0001574197 us-gaap:CommonClassAMember us-gaap:IPOMember 2016-05-02 2016-05-02 0001574197 us-gaap:CapitalUnitClassBMember fph:FivePointOperatingCompanyLLCMember 2017-03-31 2017-03-31 0001574197 us-gaap:CommonClassBMember 2017-05-15 0001574197 srt:RestatementAdjustmentMember us-gaap:AccountingStandardsUpdate201618Member 2015-12-31 0001574197 srt:RestatementAdjustmentMember us-gaap:AccountingStandardsUpdate201618Member 2016-01-01 2016-12-31 0001574197 srt:RestatementAdjustmentMember us-gaap:AccountingStandardsUpdate201618Member 2016-12-31 0001574197 srt:ScenarioPreviouslyReportedMember 2016-01-01 2016-12-31 0001574197 srt:ScenarioPreviouslyReportedMember 2015-12-31 0001574197 srt:ScenarioPreviouslyReportedMember 2016-12-31 0001574197 us-gaap:CalculatedUnderRevenueGuidanceInEffectBeforeTopic606Member 2017-12-31 0001574197 2018-01-01 0001574197 us-gaap:AccountingStandardsUpdate201409Member us-gaap:DifferenceBetweenRevenueGuidanceInEffectBeforeAndAfterTopic606Member 2018-01-01 0001574197 srt:MinimumMember us-gaap:AccountingStandardsUpdate201602Member us-gaap:SubsequentEventMember 2019-01-01 0001574197 us-gaap:AccountingStandardsUpdate201707Member 2016-01-01 2016-12-31 0001574197 us-gaap:AccountingStandardsUpdate201707Member 2017-01-01 2017-12-31 0001574197 srt:MaximumMember us-gaap:AccountingStandardsUpdate201602Member us-gaap:SubsequentEventMember 2019-01-01 0001574197 srt:MaximumMember us-gaap:AccountingStandardsUpdate201602Member 2018-12-31 0001574197 srt:MinimumMember us-gaap:AccountingStandardsUpdate201602Member 2018-12-31 0001574197 2018-01-01 2018-01-31 0001574197 srt:ScenarioPreviouslyReportedMember 2017-12-31 0001574197 srt:RestatementAdjustmentMember us-gaap:AccountingStandardsUpdate201618Member 2017-12-31 0001574197 srt:RestatementAdjustmentMember us-gaap:AccountingStandardsUpdate201618Member 2017-01-01 2017-12-31 0001574197 srt:ScenarioPreviouslyReportedMember 2017-01-01 2017-12-31 0001574197 srt:MaximumMember us-gaap:EquipmentMember 2018-01-01 2018-12-31 0001574197 srt:MaximumMember us-gaap:LandImprovementsMember 2018-01-01 2018-12-31 0001574197 srt:MinimumMember us-gaap:FurnitureAndFixturesMember 2018-01-01 2018-12-31 0001574197 srt:MinimumMember us-gaap:BuildingMember 2018-01-01 2018-12-31 0001574197 srt:MinimumMember us-gaap:LandImprovementsMember 2018-01-01 2018-12-31 0001574197 srt:MaximumMember us-gaap:BuildingMember 2018-01-01 2018-12-31 0001574197 srt:MinimumMember us-gaap:EquipmentMember 2018-01-01 2018-12-31 0001574197 srt:MaximumMember us-gaap:FurnitureAndFixturesMember 2018-01-01 2018-12-31 0001574197 us-gaap:LandMember us-gaap:AccountingStandardsUpdate201409Member us-gaap:DifferenceBetweenRevenueGuidanceInEffectBeforeAndAfterTopic606Member srt:AffiliatedEntityMember 2018-01-01 2018-12-31 0001574197 us-gaap:AccountingStandardsUpdate201409Member us-gaap:DifferenceBetweenRevenueGuidanceInEffectBeforeAndAfterTopic606Member 2018-01-01 2018-12-31 0001574197 us-gaap:ManagementServiceMember us-gaap:AccountingStandardsUpdate201409Member us-gaap:DifferenceBetweenRevenueGuidanceInEffectBeforeAndAfterTopic606Member srt:AffiliatedEntityMember 2018-01-01 2018-12-31 0001574197 us-gaap:ManagementServiceMember us-gaap:CalculatedUnderRevenueGuidanceInEffectBeforeTopic606Member srt:AffiliatedEntityMember 2018-01-01 2018-12-31 0001574197 us-gaap:ManagementServiceMember us-gaap:AccountingStandardsUpdate201409Member us-gaap:DifferenceBetweenRevenueGuidanceInEffectBeforeAndAfterTopic606Member 2018-01-01 2018-12-31 0001574197 us-gaap:CalculatedUnderRevenueGuidanceInEffectBeforeTopic606Member 2018-01-01 2018-12-31 0001574197 us-gaap:RealEstateOtherMember us-gaap:CalculatedUnderRevenueGuidanceInEffectBeforeTopic606Member 2018-01-01 2018-12-31 0001574197 us-gaap:ManagementServiceMember us-gaap:CalculatedUnderRevenueGuidanceInEffectBeforeTopic606Member 2018-01-01 2018-12-31 0001574197 us-gaap:LandMember us-gaap:CalculatedUnderRevenueGuidanceInEffectBeforeTopic606Member 2018-01-01 2018-12-31 0001574197 us-gaap:LandMember us-gaap:CalculatedUnderRevenueGuidanceInEffectBeforeTopic606Member srt:AffiliatedEntityMember 2018-01-01 2018-12-31 0001574197 us-gaap:LandMember us-gaap:AccountingStandardsUpdate201409Member us-gaap:DifferenceBetweenRevenueGuidanceInEffectBeforeAndAfterTopic606Member 2018-01-01 2018-12-31 0001574197 us-gaap:RealEstateOtherMember us-gaap:AccountingStandardsUpdate201409Member us-gaap:DifferenceBetweenRevenueGuidanceInEffectBeforeAndAfterTopic606Member 2018-01-01 2018-12-31 0001574197 fph:GreatParkVentureMember 2018-12-31 0001574197 fph:ManagementServicesMember 2018-01-01 2018-12-31 0001574197 fph:LandSalesMember fph:SanFranciscoMember 2018-01-01 2018-12-31 0001574197 fph:SanFranciscoMember 2018-01-01 2018-12-31 0001574197 fph:OperatingPropertiesMember fph:CommercialLeasingMember 2018-01-01 2018-12-31 0001574197 fph:LandSalesMember 2018-01-01 2018-12-31 0001574197 fph:OperatingPropertiesMember fph:NewhallMember 2018-01-01 2018-12-31 0001574197 fph:LandSalesMember fph:CommercialLeasingMember 2018-01-01 2018-12-31 0001574197 fph:NewhallMember 2018-01-01 2018-12-31 0001574197 fph:ManagementServicesMember fph:NewhallMember 2018-01-01 2018-12-31 0001574197 fph:OperatingPropertiesMember fph:GreatParkVentureMember 2018-01-01 2018-12-31 0001574197 fph:GreatParkVentureMember 2018-01-01 2018-12-31 0001574197 fph:ManagementServicesMember fph:SanFranciscoMember 2018-01-01 2018-12-31 0001574197 fph:CommercialLeasingMember 2018-01-01 2018-12-31 0001574197 fph:ManagementServicesMember fph:CommercialLeasingMember 2018-01-01 2018-12-31 0001574197 fph:OperatingPropertiesMember fph:SanFranciscoMember 2018-01-01 2018-12-31 0001574197 fph:LandSalesMember fph:NewhallMember 2018-01-01 2018-12-31 0001574197 fph:OperatingPropertiesMember 2018-01-01 2018-12-31 0001574197 fph:ManagementServicesMember fph:GreatParkVentureMember 2018-01-01 2018-12-31 0001574197 fph:LandSalesMember fph:GreatParkVentureMember 2018-01-01 2018-12-31 0001574197 us-gaap:AccountingStandardsUpdate201409Member us-gaap:DifferenceBetweenRevenueGuidanceInEffectBeforeAndAfterTopic606Member 2018-12-31 0001574197 us-gaap:CalculatedUnderRevenueGuidanceInEffectBeforeTopic606Member 2018-12-31 0001574197 fph:TheManagementCompanyandTheSanFranciscoVentureMember 2016-01-01 2016-12-31 0001574197 fph:CapitalCommitmentfromSellerMember srt:AffiliatedEntityMember 2016-05-02 2016-05-02 0001574197 fph:MallVentureMember 2016-05-02 0001574197 fph:TheSanFranciscoVentureMember 2016-05-02 2016-05-02 0001574197 fph:TheSanFranciscoVentureMember us-gaap:CapitalUnitClassAMember srt:AffiliatedEntityMember fph:FivePointOperatingCompanyLLCMember 2016-05-02 2016-05-02 0001574197 fph:TheSanFranciscoVentureMember 2016-05-02 0001574197 fph:TheSanFranciscoVentureMember fph:CPHPDevelopmentLLCMember 2016-05-02 0001574197 fph:ManagementCompanyMember 2016-05-02 0001574197 fph:ManagementCompanyMember fph:OperatingCompanyMember srt:AffiliatedEntityMember fph:FivePointOperatingCompanyLLCMember 2016-05-02 0001574197 fph:FPCHFVentureIMember fph:ManagementCompanyMember fph:ManagementCompanyJointVentureMember 2016-05-02 0001574197 fph:TheSanFranciscoVentureMember us-gaap:AcquisitionRelatedCostsMember srt:AffiliatedEntityMember 2016-01-01 2016-12-31 0001574197 fph:TheSanFranciscoVentureMember srt:AffiliatedEntityMember fph:FivePointOperatingCompanyLLCMember 2016-05-02 0001574197 fph:FPLMember fph:ManagementCompanyMember fph:ManagementCompanyJointVentureMember 2016-05-02 0001574197 fph:ManagementCompanyMember srt:AffiliatedEntityMember fph:FivePointOperatingCompanyLLCMember 2016-05-02 0001574197 fph:FPCHFVentureIMember fph:ManagementCompanyMember fph:ManagementCompanyJointVentureMember 2014-12-31 0001574197 fph:LegacyIncentiveCompensationReceivableMember srt:AffiliatedEntityMember 2018-01-01 2018-12-31 0001574197 fph:ManagementCompanyMember 2016-05-02 2016-05-02 0001574197 fph:FivePointOperatingCompanyLLCMember fph:ManagementCompanyMember us-gaap:CapitalUnitClassAMember 2016-05-02 2016-05-02 0001574197 fph:ManagementCompanyMember us-gaap:CommonClassAMember 2016-05-02 2016-05-02 0001574197 fph:FivePointOperatingCompanyLLCMember fph:TheSanFranciscoVentureMember us-gaap:CapitalUnitClassAMember 2016-05-02 2016-05-02 0001574197 fph:ManagementCompanyMember fph:RelatedPartyReceivableMember 2016-05-02 0001574197 fph:ManagementCompanyMember fph:LegacyIncentiveCompensationReceivableMember 2016-05-02 0001574197 fph:LegacyIncentiveCompensationReceivableMember srt:AffiliatedEntityMember 2018-01-01 2018-06-30 0001574197 2018-01-01 2018-06-30 0001574197 fph:GatewayCommercialVentureLLCAMember 2017-12-31 0001574197 fph:GatewayCommercialVentureLLCAMember 2018-12-31 0001574197 fph:GreatParkVentureMember 2018-12-31 0001574197 fph:GreatParkVentureMember 2017-12-31 0001574197 fph:GreatParkVentureMember 2018-01-01 2018-12-31 0001574197 fph:GreatParkVentureMember 2016-01-01 2016-12-31 0001574197 fph:GreatParkVentureMember 2017-01-01 2017-12-31 0001574197 fph:GatewayCommercialVentureLLCAMember 2018-01-01 2018-12-31 0001574197 fph:GatewayCommercialVentureLLCAMember 2017-08-04 2017-09-30 0001574197 fph:GatewayCommercialVentureLLCAMember fph:GatewayCommercialVentureLLCAMember 2018-01-01 2018-12-31 0001574197 fph:GreatParkVentureMember 2016-05-02 2016-05-02 0001574197 fph:GatewayCommercialVentureLLCAMember fph:MortgageLoanAgreementMember fph:FivePointOfficeVentureILLCMember 2018-01-01 2018-12-31 0001574197 fph:MortgageLoanAgreementMember fph:FivePointOfficeVentureILLCMember 2017-08-10 0001574197 fph:FivePointOfficeVentureHoldingsILLCAcquisitionMember fph:FPOVHIMemberLLCMember 2017-08-04 2017-08-04 0001574197 fph:BroadcomCampusMember fph:GatewayCommercialVentureLLCAMember 2017-08-10 2017-08-10 0001574197 fph:GatewayCommercialVentureLLCAMember 2018-07-01 2018-07-31 0001574197 fph:FivePointOfficeVentureHoldingsILLCAcquisitionMember fph:FPOVHIMemberLLCMember 2017-08-04 0001574197 fph:GreatParkVentureMember 2016-05-02 0001574197 fph:GreatParkVentureMember 2018-12-31 0001574197 fph:FivePointOperatingCompanyLLCMember us-gaap:CapitalUnitClassBMember srt:AffiliatedEntityMember 2018-12-31 0001574197 us-gaap:SubsequentEventMember fph:SanFranciscoVentureMember 2019-02-13 2019-02-13 0001574197 fph:TheSanFranciscoVentureMember 2018-01-01 2018-12-31 0001574197 fph:LennarCorporationMember us-gaap:SubsequentEventMember fph:SanFranciscoVentureMember 2019-02-13 2019-02-13 0001574197 fph:FivePointOperatingCompanyLLCMember us-gaap:CapitalUnitClassAMember srt:AffiliatedEntityMember 2018-12-31 0001574197 fph:FivePointOperatingCompanyLLCMember 2018-12-31 0001574197 fph:TheSanFranciscoVentureMember 2018-01-01 2018-06-30 0001574197 fph:ConversionofClassBCommonSharesIntoClassACommonSharesMember 2018-01-01 2018-12-31 0001574197 us-gaap:VariableInterestEntityPrimaryBeneficiaryMember fph:FivePointCommunitiesLPandFLPMember 2017-12-31 0001574197 us-gaap:VariableInterestEntityPrimaryBeneficiaryMember fph:TheSanFranciscoVentureMember 2017-12-31 0001574197 fph:TheSanFranciscoVentureMember 2018-01-01 2018-12-31 0001574197 us-gaap:VariableInterestEntityPrimaryBeneficiaryMember fph:FivePointCommunitiesLPandFLPMember 2018-12-31 0001574197 us-gaap:VariableInterestEntityPrimaryBeneficiaryMember fph:TheSanFranciscoVentureMember 2018-12-31 0001574197 us-gaap:OtherCapitalizedPropertyPlantAndEquipmentMember 2018-12-31 0001574197 fph:AgricultureOperatingPropertiesandEquipmentMember 2018-12-31 0001574197 fph:AgricultureOperatingPropertiesandEquipmentMember 2017-12-31 0001574197 us-gaap:OtherCapitalizedPropertyPlantAndEquipmentMember 2017-12-31 0001574197 us-gaap:AccountingStandardsUpdate201409Member 2018-01-01 0001574197 fph:GreatParkVentureMember fph:OtherRelatedPartyAssetsMember 2018-12-31 0001574197 fph:ContingentConsiderationMallVentureMember 2018-12-31 0001574197 fph:EntitlementTransferAgreementMember srt:AffiliatedEntityMember 2016-12-31 0001574197 fph:EB5LoanReimbursementAgreementMember us-gaap:LimitedLiabilityCompanyMember 2018-12-31 0001574197 fph:TransitionServicesAgreementMember srt:AffiliatedEntityMember 2016-01-01 2016-12-31 0001574197 fph:PayablestoHoldersofManagementCompanysClassBInterestsMember srt:AffiliatedEntityMember 2017-01-01 2017-01-31 0001574197 fph:DevelopmentManagementAgreementMember srt:AffiliatedEntityMember 2016-01-01 2016-12-31 0001574197 fph:CandlestickPointPurchaseandSaleAgreementNumberOneMember srt:AffiliatedEntityMember 2018-12-31 0001574197 fph:TransitionServicesAgreementMember srt:AffiliatedEntityMember 2018-12-31 0001574197 fph:GreatParkVentureMember fph:LegacyIncentiveCompensationReceivableMember us-gaap:EquityMethodInvesteeMember 2018-01-01 2018-12-31 0001574197 fph:DevelopmentManagementAgreementMember srt:AffiliatedEntityMember 2018-12-31 0001574197 fph:GatewayCommercialVentureLLCAMember srt:AffiliatedEntityMember 2018-12-31 0001574197 fph:CandlestickPointPurchaseandSaleAgreementsMember srt:AffiliatedEntityMember 2018-01-01 0001574197 fph:GreatParkVentureMember fph:LegacyIncentiveCompensationReceivableMember us-gaap:EquityMethodInvesteeMember 2018-12-31 0001574197 fph:CandlestickPointPurchaseandSaleAgreementsMember srt:AffiliatedEntityMember 2017-12-31 0001574197 fph:CandlestickPointPurchaseandSaleAgreementsMember srt:AffiliatedEntityMember 2017-01-01 2017-01-31 0001574197 us-gaap:CapitalUnitClassAMember fph:ContingentConsiderationMallVentureMember us-gaap:SubsequentEventMember 2019-01-01 2019-01-01 0001574197 fph:GreatParkVentureMember fph:LegacyIncentiveCompensationReceivableMember us-gaap:EquityMethodInvesteeMember 2016-05-02 2016-05-02 0001574197 fph:EB5LoanReimbursementAgreementMember us-gaap:LimitedLiabilityCompanyMember 2018-01-01 2018-12-31 0001574197 fph:TransitionServicesAgreementMember srt:AffiliatedEntityMember 2017-12-31 0001574197 us-gaap:CapitalUnitClassAMember us-gaap:SubsequentEventMember 2019-01-01 2019-01-01 0001574197 fph:DevelopmentManagementAgreementMember us-gaap:EquityMethodInvesteeMember 2018-12-31 0001574197 fph:TransitionServicesAgreementMember srt:AffiliatedEntityMember 2018-01-01 2018-12-31 0001574197 fph:DevelopmentManagementAgreementMember srt:AffiliatedEntityMember 2018-01-01 2018-12-31 0001574197 fph:SanFranciscoBayAreaDevelopmentManagementAgreementsMember srt:AffiliatedEntityMember 2016-01-01 2016-12-31 0001574197 fph:DevelopmentManagementAgreementMember srt:AffiliatedEntityMember 2017-01-01 2017-12-31 0001574197 fph:GatewayCommercialVentureLLCAMember srt:AffiliatedEntityMember 2017-01-01 2017-12-31 0001574197 fph:DevelopmentManagementAgreementMember us-gaap:EquityMethodInvesteeMember 2018-01-01 0001574197 fph:GreatParkVentureMember fph:LegacyIncentiveCompensationReceivableMember us-gaap:EquityMethodInvesteeMember 2017-01-03 2017-01-03 0001574197 fph:GatewayCommercialVentureLLCAMember srt:AffiliatedEntityMember 2018-01-01 2018-12-31 0001574197 fph:DevelopmentManagementAgreementMember srt:AffiliatedEntityMember 2017-12-31 0001574197 fph:TransitionServicesAgreementMember srt:AffiliatedEntityMember 2017-01-01 2017-12-31 0001574197 fph:DeferredLandSaleRevenueMember 2017-12-31 0001574197 fph:ContingentConsiderationMallVentureMember 2017-12-31 0001574197 fph:PayablestoHoldersofManagementCompanysClassBInterestsMember 2018-12-31 0001574197 fph:EB5LoanReimbursementAgreementMember 2017-12-31 0001574197 fph:OtherRelatedPartyAgreementsMember 2017-12-31 0001574197 us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember 2017-12-31 0001574197 fph:DeferredLandSaleRevenueMember 2018-12-31 0001574197 fph:OtherRelatedPartyAssetsMember 2017-12-31 0001574197 fph:PayablestoHoldersofManagementCompanysClassBInterestsMember 2017-12-31 0001574197 fph:CapitalCommitmentfromSellerMember 2018-12-31 0001574197 fph:EB5LoanReimbursementAgreementMember 2018-12-31 0001574197 fph:OtherRelatedPartyAssetsMember 2018-12-31 0001574197 us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember 2018-12-31 0001574197 fph:CapitalCommitmentfromSellerMember 2017-12-31 0001574197 fph:OtherRelatedPartyAgreementsMember 2018-12-31 0001574197 fph:EB5LoanReimbursementAgreementMember us-gaap:LimitedLiabilityCompanyMember 2017-01-01 2017-12-31 0001574197 fph:EB5LoanReimbursementAgreementMember us-gaap:LimitedLiabilityCompanyMember 2017-12-31 0001574197 fph:MacerichNoteMember us-gaap:NotesPayableOtherPayablesMember 2017-12-31 0001574197 fph:SeniorNotesDue20257.875Member us-gaap:SeniorNotesMember 2018-12-31 0001574197 fph:SettlementNoteMember us-gaap:NotesPayableOtherPayablesMember 2018-12-31 0001574197 fph:MacerichNoteMember us-gaap:NotesPayableOtherPayablesMember 2018-12-31 0001574197 fph:SettlementNoteMember us-gaap:NotesPayableOtherPayablesMember 2017-12-31 0001574197 fph:SeniorNotesDue20257.875Member us-gaap:SeniorNotesMember 2017-12-31 0001574197 fph:MacerichNoteMember us-gaap:NotesPayableOtherPayablesMember us-gaap:LondonInterbankOfferedRateLIBORMember 2018-01-01 2018-12-31 0001574197 fph:SeniorNotesDue20257.875Member us-gaap:SeniorNotesMember 2017-11-30 0001574197 fph:SettlementNoteMember us-gaap:NotesPayableOtherPayablesMember 2018-01-01 2018-12-31 0001574197 fph:SettlementNoteMember us-gaap:NotesPayableOtherPayablesMember 2018-04-01 2018-04-30 0001574197 srt:MaximumMember us-gaap:RevolvingCreditFacilityMember us-gaap:UnsecuredDebtMember us-gaap:LondonInterbankOfferedRateLIBORMember 2018-01-01 2018-12-31 0001574197 fph:SeniorNotesDue20257.875Member us-gaap:SeniorNotesMember 2018-01-01 2018-12-31 0001574197 fph:SettlementNoteMember us-gaap:NotesPayableOtherPayablesMember 2017-01-01 2017-12-31 0001574197 fph:SettlementNoteMember us-gaap:NotesPayableOtherPayablesMember 2016-01-01 2016-12-31 0001574197 fph:MacerichNoteMember us-gaap:NotesPayableOtherPayablesMember 2014-11-13 0001574197 us-gaap:RevolvingCreditFacilityMember us-gaap:UnsecuredDebtMember 2018-12-31 0001574197 fph:SeniorNotesDue20257.875Member us-gaap:SeniorNotesMember 2017-11-01 2017-11-30 0001574197 srt:MinimumMember us-gaap:RevolvingCreditFacilityMember us-gaap:UnsecuredDebtMember us-gaap:LondonInterbankOfferedRateLIBORMember 2018-01-01 2018-12-31 0001574197 fph:MacerichNoteMember us-gaap:NotesPayableOtherPayablesMember 2018-01-01 2018-12-31 0001574197 fph:SettlementNoteMember us-gaap:NotesPayableOtherPayablesMember 2011-04-30 0001574197 fph:SeniorNotesDue20257.875Member us-gaap:DebtInstrumentRedemptionPeriodOneMember us-gaap:SeniorNotesMember 2017-11-01 2017-11-30 0001574197 fph:MacerichNoteMember us-gaap:NotesPayableOtherPayablesMember us-gaap:LondonInterbankOfferedRateLIBORMember 2014-11-13 2014-11-13 0001574197 fph:SeniorNotesDue20257.875Member us-gaap:SeniorNotesMember 2017-01-01 2017-12-31 0001574197 fph:SeniorNotesDue20257.875Member us-gaap:SeniorNotesMember 2018-06-30 0001574197 2016-05-02 0001574197 fph:WaterPurchaseAgreementMember 2018-12-31 0001574197 fph:LosAngelesCountyMember us-gaap:AccountsPayableAndAccruedLiabilitiesMember 2017-12-31 0001574197 fph:LosAngelesCountyMember 2012-01-31 0001574197 fph:TheSanFranciscoVentureMember us-gaap:CommonClassAMember fph:FivePointOperatingCompanyLLCMember 2016-05-02 2016-05-02 0001574197 fph:TheSanFranciscoVentureMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember fph:FivePointOperatingCompanyLLCMember 2019-01-01 2019-01-01 0001574197 srt:AffiliatedEntityMember fph:CPHPDevelopmentLLCMember 2016-05-02 0001574197 fph:TheSanFranciscoVentureMember us-gaap:CorporateJointVentureMember us-gaap:CommonClassBMember fph:FivePointOperatingCompanyLLCMember 2016-05-02 0001574197 fph:MacerichNoteMember us-gaap:NotesPayableOtherPayablesMember 2016-05-02 0001574197 2018-06-01 2018-06-30 0001574197 us-gaap:LetterOfCreditMember 2018-12-31 0001574197 fph:TheSanFranciscoVentureMember 2018-12-31 0001574197 fph:LosAngelesCountyMember 2018-01-01 2018-12-31 0001574197 fph:LosAngelesCountyMember us-gaap:AccountsPayableAndAccruedLiabilitiesMember 2018-12-31 0001574197 fph:TheSanFranciscoVentureMember us-gaap:CommonClassAMember us-gaap:CorporateJointVentureMember fph:FivePointOperatingCompanyLLCMember 2016-05-02 2016-05-02 0001574197 fph:WaterPurchaseAgreementMember 2018-01-01 2018-12-31 0001574197 us-gaap:LetterOfCreditMember 2017-12-31 0001574197 fph:TheSanFranciscoVentureMember us-gaap:CommonClassBMember fph:FivePointOperatingCompanyLLCMember 2016-05-02 2016-05-02 0001574197 fph:ManagementCompanyMember 2016-01-01 2016-12-31 0001574197 fph:GreatParkVentureMember 2017-01-01 2017-12-31 0001574197 fph:ManagementCompanyMember 2017-01-01 2017-12-31 0001574197 fph:GreatParkVentureMember 2016-01-01 2016-12-31 0001574197 fph:TheSanFranciscoVentureMember 2016-12-31 0001574197 fph:TheSanFranciscoVentureMember 2018-01-01 2018-12-31 0001574197 fph:TheSanFranciscoVentureMember 2017-12-31 0001574197 fph:GreatParkVentureMember 2018-01-01 2018-12-31 0001574197 fph:TheSanFranciscoVentureMember 2016-01-01 2016-12-31 0001574197 fph:ManagementCompanyMember 2018-01-01 2018-12-31 0001574197 fph:FPCHFVentureIMember 2016-01-01 2016-12-31 0001574197 fph:TheSanFranciscoVentureMember 2018-12-31 0001574197 fph:FPCHFVentureIMember 2017-01-01 2017-12-31 0001574197 fph:TheSanFranciscoVentureMember 2017-01-01 2017-12-31 0001574197 fph:FPCHFVentureIMember 2018-01-01 2018-12-31 0001574197 fph:FPCHFVentureIMember fph:ManagementCompanyMember fph:ManagementCompanyJointVentureMember 2018-12-31 0001574197 us-gaap:MaterialReconcilingItemsMember fph:GatewayCommercialVentureLLCAMember 2018-01-01 2018-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:CommercialLeasingMember 2017-01-01 2017-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:NewhallMember 2017-12-31 0001574197 us-gaap:MaterialReconcilingItemsMember fph:GatewayCommercialVentureLLCAMember 2016-01-01 2016-12-31 0001574197 us-gaap:MaterialReconcilingItemsMember fph:GreatParkVentureMember 2018-12-31 0001574197 us-gaap:MaterialReconcilingItemsMember fph:GatewayCommercialVentureLLCAMember 2016-12-31 0001574197 us-gaap:OperatingSegmentsMember 2017-12-31 0001574197 us-gaap:IntersegmentEliminationMember 2016-01-01 2016-12-31 0001574197 us-gaap:IntersegmentEliminationMember 2017-01-01 2017-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:GreatParkVentureMember 2017-01-01 2017-12-31 0001574197 us-gaap:CorporateNonSegmentMember 2017-12-31 0001574197 us-gaap:OperatingSegmentsMember 2016-01-01 2016-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:NewhallMember 2016-01-01 2016-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:GreatParkVentureMember 2016-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:NewhallMember 2018-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:NewhallMember 2018-01-01 2018-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:GreatParkVentureMember 2018-01-01 2018-12-31 0001574197 us-gaap:OperatingSegmentsMember 2018-01-01 2018-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:NewhallMember 2016-12-31 0001574197 us-gaap:MaterialReconcilingItemsMember fph:GatewayCommercialVentureLLCAMember 2017-01-01 2017-12-31 0001574197 us-gaap:MaterialReconcilingItemsMember fph:GatewayCommercialVentureLLCAMember 2017-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:SanFranciscoMember 2018-01-01 2018-12-31 0001574197 fph:GatewayCommercialVentureLLCAMember 2017-01-01 2017-12-31 0001574197 us-gaap:MaterialReconcilingItemsMember fph:GreatParkVentureMember 2018-01-01 2018-12-31 0001574197 us-gaap:OperatingSegmentsMember 2016-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:CommercialLeasingMember 2016-01-01 2016-12-31 0001574197 us-gaap:IntersegmentEliminationMember 2017-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:SanFranciscoMember 2016-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:SanFranciscoMember 2017-01-01 2017-12-31 0001574197 us-gaap:CorporateNonSegmentMember 2018-12-31 0001574197 us-gaap:IntersegmentEliminationMember 2018-12-31 0001574197 us-gaap:IntersegmentEliminationMember 2016-12-31 0001574197 us-gaap:CorporateNonSegmentMember 2018-01-01 2018-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:CommercialLeasingMember 2018-12-31 0001574197 us-gaap:MaterialReconcilingItemsMember fph:GreatParkVentureMember 2016-01-01 2016-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:CommercialLeasingMember 2016-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:GreatParkVentureMember 2018-12-31 0001574197 us-gaap:MaterialReconcilingItemsMember fph:GreatParkVentureMember 2017-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:GreatParkVentureMember 2016-01-01 2016-12-31 0001574197 us-gaap:MaterialReconcilingItemsMember fph:GreatParkVentureMember 2017-01-01 2017-12-31 0001574197 us-gaap:IntersegmentEliminationMember 2018-01-01 2018-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:NewhallMember 2017-01-01 2017-12-31 0001574197 us-gaap:CorporateNonSegmentMember 2016-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:GreatParkVentureMember 2017-12-31 0001574197 us-gaap:OperatingSegmentsMember 2017-01-01 2017-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:SanFranciscoMember 2017-12-31 0001574197 us-gaap:CorporateNonSegmentMember 2016-01-01 2016-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:SanFranciscoMember 2016-01-01 2016-12-31 0001574197 fph:GreatParkVentureMember 2016-12-31 0001574197 us-gaap:OperatingSegmentsMember 2018-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:CommercialLeasingMember 2018-01-01 2018-12-31 0001574197 fph:GatewayCommercialVentureLLCAMember 2016-12-31 0001574197 fph:GatewayCommercialVentureLLCAMember 2016-01-01 2016-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:CommercialLeasingMember 2017-12-31 0001574197 us-gaap:CorporateNonSegmentMember 2017-01-01 2017-12-31 0001574197 us-gaap:MaterialReconcilingItemsMember fph:GatewayCommercialVentureLLCAMember 2018-12-31 0001574197 us-gaap:MaterialReconcilingItemsMember fph:GreatParkVentureMember 2016-12-31 0001574197 us-gaap:OperatingSegmentsMember fph:SanFranciscoMember 2018-12-31 0001574197 fph:LennarCorporationMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember fph:NewhallandSanFranciscoMember 2016-01-01 2016-12-31 0001574197 fph:SubsidiaryLeaseMember 2018-12-31 0001574197 fph:LennarCorporationMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember fph:NewhallandSanFranciscoMember 2017-01-01 2017-12-31 0001574197 fph:GreatParkVentureMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember fph:GreatParkVentureMember 2016-01-01 2016-12-31 0001574197 fph:GreatParkVentureMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember fph:GreatParkVentureMember 2017-01-01 2017-12-31 0001574197 fph:OneTenantLeaseMember 2018-12-31 0001574197 fph:GreatParkVentureMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember fph:GreatParkVentureMember 2018-01-01 2018-12-31 0001574197 us-gaap:RestrictedStockUnitsRSUMember 2016-01-01 2016-12-31 0001574197 us-gaap:RestrictedStockUnitsRSUMember 2018-01-01 2018-12-31 0001574197 fph:RestrictedStockUnitsandRestrictedSharesMember 2017-01-01 2017-12-31 0001574197 us-gaap:RestrictedStockUnitsRSUMember 2017-01-01 2017-12-31 0001574197 fph:RestrictedStockUnitsandRestrictedSharesMember 2016-01-01 2016-12-31 0001574197 us-gaap:CommonClassAMember 2016-05-02 0001574197 fph:RestrictedStockUnitsandRestrictedSharesMember 2018-12-31 0001574197 fph:IncentiveAwardsMember us-gaap:SubsequentEventMember 2019-01-01 2019-01-31 0001574197 fph:RestrictedStockUnitsandRestrictedSharesMember 2018-01-01 2018-12-31 0001574197 us-gaap:RestrictedStockUnitsRSUMember 2017-12-31 0001574197 us-gaap:RestrictedStockUnitsRSUMember 2015-12-31 0001574197 us-gaap:RestrictedStockUnitsRSUMember 2016-12-31 0001574197 us-gaap:RestrictedStockUnitsRSUMember 2018-12-31 0001574197 us-gaap:PensionPlansDefinedBenefitMember 2017-01-01 2017-12-31 0001574197 us-gaap:PensionPlansDefinedBenefitMember 2018-01-01 2018-12-31 0001574197 us-gaap:PensionPlansDefinedBenefitMember 2017-12-31 0001574197 us-gaap:PensionPlansDefinedBenefitMember 2018-12-31 0001574197 us-gaap:PensionPlansDefinedBenefitMember 2016-12-31 0001574197 us-gaap:PensionPlansDefinedBenefitMember 2016-01-01 2016-12-31 0001574197 us-gaap:DefinedBenefitPlanEquitySecuritiesSmallCapMember us-gaap:PensionPlansDefinedBenefitMember 2018-12-31 0001574197 us-gaap:DefinedBenefitPlanEquitySecuritiesLargeCapMember us-gaap:PensionPlansDefinedBenefitMember 2018-12-31 0001574197 us-gaap:DefinedBenefitPlanEquitySecuritiesSmallCapMember us-gaap:PensionPlansDefinedBenefitMember 2017-12-31 0001574197 us-gaap:DefinedBenefitPlanEquitySecuritiesLargeCapMember us-gaap:PensionPlansDefinedBenefitMember 2017-12-31 0001574197 us-gaap:DefinedBenefitPlanEquitySecuritiesNonUsMember us-gaap:PensionPlansDefinedBenefitMember 2018-12-31 0001574197 us-gaap:DefinedBenefitPlanEquitySecuritiesMidCapMember us-gaap:PensionPlansDefinedBenefitMember 2018-12-31 0001574197 us-gaap:FixedIncomeFundsMember us-gaap:PensionPlansDefinedBenefitMember 2017-12-31 0001574197 us-gaap:DefinedBenefitPlanEquitySecuritiesNonUsMember us-gaap:PensionPlansDefinedBenefitMember 2017-12-31 0001574197 us-gaap:DefinedBenefitPlanEquitySecuritiesMidCapMember us-gaap:PensionPlansDefinedBenefitMember 2017-12-31 0001574197 us-gaap:FixedIncomeFundsMember us-gaap:PensionPlansDefinedBenefitMember 2018-12-31 0001574197 us-gaap:EquityFundsMember us-gaap:PensionPlansDefinedBenefitMember 2018-12-31 0001574197 us-gaap:PensionPlansDefinedBenefitMember 2018-01-01 2018-06-30 0001574197 fph:TRALiabilityMember 2018-01-01 2018-12-31 0001574197 fph:TRALiabilityMember 2016-01-01 2016-12-31 0001574197 us-gaap:OperatingIncomeLossMember 2016-01-01 2016-12-31 0001574197 us-gaap:OperatingIncomeLossMember 2018-01-01 2018-12-31 0001574197 us-gaap:FairValueInputsLevel2Member us-gaap:EstimateOfFairValueFairValueDisclosureMember 2018-12-31 0001574197 us-gaap:CarryingReportedAmountFairValueDisclosureMember 2018-12-31 0001574197 us-gaap:FairValueInputsLevel2Member us-gaap:EstimateOfFairValueFairValueDisclosureMember 2017-12-31 0001574197 us-gaap:CarryingReportedAmountFairValueDisclosureMember 2017-12-31 0001574197 us-gaap:RestrictedStockUnitsRSUMember 2017-01-01 2017-12-31 0001574197 us-gaap:RestrictedStockMember 2016-01-01 2016-12-31 0001574197 us-gaap:CommonClassAMember 2016-01-01 2016-12-31 0001574197 us-gaap:CommonClassAMember 2018-01-01 2018-12-31 0001574197 us-gaap:RestrictedStockUnitsRSUMember 2018-01-01 2018-12-31 0001574197 us-gaap:RestrictedStockMember 2018-01-01 2018-12-31 0001574197 us-gaap:CapitalUnitClassAMember 2017-01-01 2017-12-31 0001574197 us-gaap:CapitalUnitClassAMember 2016-01-01 2016-12-31 0001574197 us-gaap:RestrictedStockMember 2017-01-01 2017-12-31 0001574197 us-gaap:RestrictedStockUnitsRSUMember 2016-01-01 2016-12-31 0001574197 us-gaap:CommonClassAMember 2017-01-01 2017-12-31 0001574197 us-gaap:SubsequentEventMember 2019-01-31 0001574197 fph:TheSanFranciscoVentureMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember fph:FivePointOperatingCompanyLLCMember 2019-01-01 2019-01-31 0001574197 us-gaap:AociAttributableToNoncontrollingInterestMember 2018-12-31 0001574197 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember 2018-01-01 2018-12-31 0001574197 us-gaap:AociAttributableToNoncontrollingInterestMember 2017-12-31 0001574197 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember 2017-01-01 2017-12-31 0001574197 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember 2016-01-01 2016-12-31 0001574197 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember 2018-01-01 2018-12-31 0001574197 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember 2016-01-01 2016-12-31 0001574197 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember 2017-01-01 2017-12-31 0001574197 2017-10-01 2017-12-31 0001574197 us-gaap:CommonClassAMember 2017-10-01 2017-12-31 0001574197 2018-01-01 2018-03-31 0001574197 us-gaap:CommonClassAMember 2018-01-01 2018-03-31 0001574197 2017-07-01 2017-09-30 0001574197 us-gaap:CommonClassBMember 2017-07-01 2017-09-30 0001574197 2017-01-01 2017-03-31 0001574197 us-gaap:CommonClassAMember 2017-07-01 2017-09-30 0001574197 us-gaap:CommonClassAMember 2017-01-01 2017-03-31 0001574197 us-gaap:CommonClassBMember 2018-01-01 2018-03-31 0001574197 2018-10-01 2018-12-31 0001574197 2017-04-01 2017-06-30 0001574197 us-gaap:CommonClassAMember 2018-10-01 2018-12-31 0001574197 us-gaap:CommonClassAMember 2017-04-01 2017-06-30 0001574197 us-gaap:CommonClassBMember 2018-10-01 2018-12-31 0001574197 2018-07-01 2018-09-30 0001574197 us-gaap:CommonClassAMember 2018-04-01 2018-06-30 0001574197 us-gaap:CommonClassAMember 2018-07-01 2018-09-30 0001574197 2018-04-01 2018-06-30 0001574197 us-gaap:CommonClassBMember 2017-04-01 2017-06-30 0001574197 us-gaap:CommonClassBMember 2017-10-01 2017-12-31 0001574197 us-gaap:CommonClassBMember 2017-01-01 2017-03-31 0001574197 us-gaap:CommonClassBMember 2018-04-01 2018-06-30 0001574197 us-gaap:CommonClassBMember 2018-07-01 2018-09-30 0001574197 fph:AgricultureOperatingPropertyMember 2018-12-31 0001574197 fph:OtherPropertiesMember 2018-12-31 0001574197 fph:SanFranciscoShipyardandCandlestickPointMember 2018-12-31 0001574197 fph:NewhallRanchLandUnderDevelopmentMember 2018-12-31 fph:installment_payments fph:vote fph:class iso4217:USD shares shares iso4217:USD pure fph:individual fph:properties utreg:acre fph:option fph:plaintiff fph:building utreg:sqft false --12-31 FY 2018 0001574197 Yes true true Accelerated Filer 646000000 false false No No P2Y P3Y 69752000 0 0 0 0 1 P1Y 0.125 18402000 58300000 21294000 62314850 81463433 66810980 78838736 7142857 62314850 81463433 66810980 78838736 0.07875 102700000 4200000 2400000 1400000 P40Y P15Y P15Y P40Y P10Y P2Y P2Y P10Y 436498 33000 64000 55000 6.33 6.33 6.33 10-K 2018-12-31 Five Point Holdings, LLC 68746555 79275234 1696084000 1425892000 532899000 530007000 31677000 29656000 0 4519000 95917000 127593000 495694000 848478000 1403000 1467000 61039000 3158000 9179000 7585000 2923892000 2978355000 557004000 560618000 161139000 167620000 0 5363000 178540000 186670000 9183000 0 169509000 152475000 1075375000 1072746000 556521000 530015000 33811000 57841000 -3306000 -2455000 587026000 585401000 1261491000 1320208000 1848517000 1905609000 2923892000 2978355000 133000 17257000 9561000 900000 87556000 2512000 40976000 22517000 16856000 6981000 12101000 10439000 48990000 139431000 39368000 -165000 84659000 356000 23962000 10791000 9122000 5077000 11450000 10656000 98983000 122367000 120724000 0 0 1716000 127857000 229267000 142574000 1928000 105586000 0 11767000 2577000 0 8573000 93000 57000 22268000 108256000 57000 -2163000 5776000 -1356000 -58762000 24196000 -104505000 9183000 0 -7888000 -67945000 24196000 -96617000 -33231000 -49039000 -63351000 -34714000 73235000 -33266000 -0.53 1.33 -0.89 -0.53 0.18 -0.89 65002387 54006954 37795447 65002387 133007828 37795447 0.00 0.00 0.00 79859730 78821553 49547050 -67945000 24196000 -96617000 -1252000 611000 -332000 -90000 -113000 -91000 -1162000 724000 -241000 0 0 8000 -1162000 724000 -249000 -69107000 24920000 -96866000 -33675000 -48737000 -63522000 -35432000 73657000 -33344000 36627847 12792948 0 0 245829000 17872000 -2779000 260922000 87511000 348433000 -33266000 -33266000 -63351000 -96617000 27746000 27746000 27746000 381000 381000 381000 -36627847 36627847 12792948 74320576 470000 470000 470000 798161 119208000 388000 119596000 1241208000 1360804000 132093000 132093000 132093000 -78000 -78000 -171000 -249000 37426008 74320576 260779000 -15394000 -2469000 242916000 1265197000 1508113000 73235000 73235000 -49039000 24196000 18421000 18421000 18421000 6480000 6480000 6480000 285670 453172 24150000 316806000 316806000 316806000 7142857 45000 45000 100000000 100045000 56216000 56216000 56216000 422000 422000 302000 724000 3340000 408000 3748000 -3748000 0 62314850 81463433 530015000 57841000 -2455000 585401000 1320208000 1905609000 10684000 10684000 13961000 24645000 -34714000 -34714000 -33231000 -67945000 11464000 11464000 11464000 68886 5131000 5131000 5131000 319783 1619752 -718000 -718000 -444000 -1162000 2625481 -2624697 30190000 -102000 30088000 -30088000 18963000 18963000 18963000 -8946000 31000 -8915000 8915000 66810980 78838736 556521000 33811000 -3306000 587026000 1261491000 1848517000 -67945000 24196000 -96617000 -2163000 5776000 -1356000 9183000 0 -7888000 13260000 1508000 3042000 1928000 105586000 0 6700000 0 0 1566000 0 0 11464000 18421000 27746000 278008000 64523000 61746000 17787000 -49253000 -14230000 1073000 923000 479000 -5714000 59774000 11237000 1355000 -34487000 -15518000 -343296000 -58143000 -124637000 0 45210000 25000000 0 25233000 20763000 6450000 0 0 8438000 106500000 0 1762000 0 0 5685000 0 0 1749000 0 0 0 0 3213000 0 30000000 90000000 0 0 14606000 3105000 242000 1091000 579000 -56765000 81753000 0 319698000 0 0 45000 470000 0 500000000 0 0 100000000 0 5000000 0 5000000 0 2499000 0 5131000 6480000 381000 0 10558000 132000 -10131000 900206000 -5043000 -352848000 785298000 -47927000 849945000 64647000 112574000 497097000 849945000 64647000 BUSINESS AND ORGANIZATION <div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Five Point Holdings, LLC, a Delaware limited liability company (the “Holding Company”) was formed on July 21, 2009. Prior to the completion of the Formation Transactions (as defined below) on May 2, 2016, the Holding Company was named Newhall Holding Company, LLC and through the operations of its subsidiaries, was primarily engaged in the planning and development of Newhall Ranch, a master-planned community located in northern Los Angeles County, California (the Holding Company together with its subsidiaries, the “Company”). Following completion of the Formation Transactions, the Company owns interests in, plans, and manages the development of multiple mixed-use, master-planned communities in coastal California, which are expected to include residential homes, commercial space, as well as retail, education and recreational elements, civic areas and parks and open spaces. In August 2017, the Company acquired an investment in a commercial office and research and development campus (the “Five Point Gateway Campus”) located on one of its master-planned communities (see Note 5). </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">On October 1, 2017, the Holding Company converted its operating subsidiary, Five Point Operating Company, LLC, from a Delaware limited liability company to a Delaware limited partnership named Five Point Operating Company, LP (in either instance, the “Operating Company”). The Holding Company conducts all of its operations through the Operating Company. The Holding Company’s wholly owned subsidiary is the managing general partner of the Operating Company and at </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, the Holding Company and its wholly owned subsidiary owned approximately </span><span style="font-family:inherit;font-size:10pt;"><span>61.7%</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>58.6%</span></span><span style="font-family:inherit;font-size:10pt;">, respectively, of the outstanding Class A Common Units of the Operating Company. The Holding Company also owned all of the outstanding Class B Common Units of the Operating Company at both </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">. </span></div><div style="line-height:120%;padding-bottom:8px;padding-top:24px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Initial Public Offering</span></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">On May 15, 2017, the Holding Company completed an initial public offering (“IPO”) and sold </span><span style="font-family:inherit;font-size:10pt;"><span>24,150,000</span></span><span style="font-family:inherit;font-size:10pt;"> Class A common shares at a public offering price of </span><span style="font-family:inherit;font-size:10pt;"><span>$14.00</span></span><span style="font-family:inherit;font-size:10pt;"> per share, which included </span><span style="font-family:inherit;font-size:10pt;"><span>3,150,000</span></span><span style="font-family:inherit;font-size:10pt;"> shares pursuant to the full exercise by the underwriters of their over-allotment option, resulting in gross proceeds of </span><span style="font-family:inherit;font-size:10pt;"><span>$338.1 million</span></span><span style="font-family:inherit;font-size:10pt;">. The Holding Company used the net proceeds of the IPO to purchase </span><span style="font-family:inherit;font-size:10pt;"><span>24,150,000</span></span><span style="font-family:inherit;font-size:10pt;"> Class A Common Units of the Operating Company. The aggregate net proceeds to the Company after deducting underwriting discounts and commissions and before offering expenses payable by the Company, was </span><span style="font-family:inherit;font-size:10pt;"><span>$319.7 million</span></span><span style="font-family:inherit;font-size:10pt;">.</span></div><div style="line-height:120%;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Concurrent with the IPO, the Company completed a private placement with an affiliate of Lennar Corporation (“Lennar”) in which the Operating Company sold </span><span style="font-family:inherit;font-size:10pt;"><span>7,142,857</span></span><span style="font-family:inherit;font-size:10pt;"> Class A Common Units of the Operating Company at a price per unit equal to the IPO public offering price per share, and the Holding Company sold an equal number of Class B common shares at a price of </span><span style="font-family:inherit;font-size:10pt;"><span>$0.00633</span></span><span style="font-family:inherit;font-size:10pt;"> per share. There were no underwriting fees, discounts or commissions, and aggregate proceeds from the private placement were </span><span style="font-family:inherit;font-size:10pt;"><span>$100.0 million</span></span><span style="font-family:inherit;font-size:10pt;">. The Holding Company used the proceeds from the sale of the Class B common shares to purchase </span><span style="font-family:inherit;font-size:10pt;"><span>7,142,857</span></span><span style="font-family:inherit;font-size:10pt;"> Class B Common Units of the Operating Company at a price of </span><span style="font-family:inherit;font-size:10pt;"><span>$0.00633</span></span><span style="font-family:inherit;font-size:10pt;"> per unit.</span></div><div style="line-height:120%;padding-bottom:8px;padding-top:24px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Reverse Share Split</span></div><div style="line-height:120%;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">On March 30, 2017, the board of directors of the Holding Company (the “Board”) approved, and on March 31, 2017 the Company effected, (i) a 1 for </span><span style="font-family:inherit;font-size:10pt;"><span>6.33</span></span><span style="font-family:inherit;font-size:10pt;"> reverse share split of issued and outstanding Class A and Class B common shares of the Holding Company, (ii) a 1 for </span><span style="font-family:inherit;font-size:10pt;"><span>6.33</span></span><span style="font-family:inherit;font-size:10pt;"> reverse unit split of issued and outstanding Class A and Class B Common Units of the Operating Company, and (iii) a 1 for </span><span style="font-family:inherit;font-size:10pt;"><span>6.33</span></span><span style="font-family:inherit;font-size:10pt;"> reverse unit split of the issued and outstanding Class A and Class B Units of the Operating Company’s consolidated subsidiary, The Shipyard Communities, LLC (the “San Francisco Venture”) (the “Reverse Split”). All share, unit, per share, and per unit amounts in the accompanying consolidated financial statements give effect to the Reverse Split for all periods presented. </span></div><div style="line-height:120%;padding-bottom:8px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Formation Transactions </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">On May 2, 2016, the Company completed a series of transactions (the “Formation Transactions”) pursuant to a Second Amended and Restated Contribution and Sale Agreement (the “Contribution and Sale Agreement”). The principal organizational elements of these transactions were as follows: </span></div><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">• The Holding Company’s limited liability company agreement was amended and restated to, among other things (i) convert the membership interests previously designated as “Class A Units” into “Class A common shares” with each Class A Unit converted into </span><span style="font-family:inherit;font-size:10pt;"><span>one</span></span><span style="font-family:inherit;font-size:10pt;"> Class A common share, (ii) terminate and cancel the membership interests designated as “Class B Units,” and (iii) create a second class of shares designated as “Class B common shares.” The holders of Class A and Class B common shares are entitled to </span><span style="font-family:inherit;font-size:10pt;"><span>one</span></span><span style="font-family:inherit;font-size:10pt;"> vote per share, and the holders of Class B common shares receive distributions per share equal to </span><span style="font-family:inherit;font-size:10pt;"><span>0.03%</span></span><span style="font-family:inherit;font-size:10pt;"> of the per share distributions to the holders of Class A common shares; </span></div><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">• The Operating Company’s limited liability company agreement was amended and restated to, among other things, (i) create </span><span style="font-family:inherit;font-size:10pt;"><span>two</span></span><span style="font-family:inherit;font-size:10pt;"> classes of membership interests designated as “Class A Common Units” and “Class B Common Units,” (ii) convert all existing membership interests of the Operating Company into Class A Common Units, (iii) reflect the issuance of Class A Common Units per the Contribution and Sale Agreement, (iv) reflect the issuance of Class B Common Units to the Holding Company, and (v) appoint the Holding Company as the operating managing member; </span></div><div style="line-height:120%;padding-top:6px;text-align:left;font-size:1pt;"><span style="font-family:inherit;font-size:1pt;"> </span></div><div style="line-height:120%;text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">• All noncontrolling interest members of the Company’s consolidated subsidiary Five Point Land, LLC (“FPL” formerly named Newhall Land Development, LLC) contributed to the Operating Company </span><span style="font-family:inherit;font-size:10pt;"><span>7,513,807</span></span><span style="font-family:inherit;font-size:10pt;"> units of FPL in exchange for </span><span style="font-family:inherit;font-size:10pt;"><span>7,513,807</span></span><span style="font-family:inherit;font-size:10pt;"> Class A Common Units of the Operating Company; </span></div><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">• The Company acquired </span><span style="font-family:inherit;font-size:10pt;"><span>37.5%</span></span><span style="font-family:inherit;font-size:10pt;"> of the Percentage Interest (as defined in Note 5) in Heritage Fields LLC (the “Great Park Venture”), the entity that is developing Great Park Neighborhoods in Irvine, California, in exchange for </span><span style="font-family:inherit;font-size:10pt;"><span>17,749,756</span></span><span style="font-family:inherit;font-size:10pt;"> Class A Common Units of the Operating Company; </span></div><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">• The Company acquired all of the Class B units of, and became the managing member of, the San Francisco Venture, the entity that is developing Candlestick Point and The San Francisco Shipyard in San Francisco, California, in exchange for </span><span style="font-family:inherit;font-size:10pt;"><span>378,578</span></span><span style="font-family:inherit;font-size:10pt;"> Class A Common Units of the Operating Company and other consideration; </span></div><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">• The limited liability company agreement of the San Francisco Venture was amended and restated to provide for the possible future exchange of all of the Class A units of the San Francisco Venture for Class A Common Units in the Operating Company; </span></div><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">• The Company acquired all of the limited partners’ Class A interests in Five Point Communities, LP and all of the stock in its general partner, Five Point Communities Management, Inc. (together, the “Management Company”), the entities which have historically managed the development of Great Park Neighborhoods and Newhall Ranch, in exchange for </span><span style="font-family:inherit;font-size:10pt;"><span>798,161</span></span><span style="font-family:inherit;font-size:10pt;"> Class A common shares of the Holding Company, </span><span style="font-family:inherit;font-size:10pt;"><span>6,549,629</span></span><span style="font-family:inherit;font-size:10pt;"> Class A Common Units of the Operating Company, and other consideration; </span></div><span style="font-family:inherit;font-size:10pt;">• The Holding Company sold </span><span style="font-family:inherit;font-size:10pt;"><span>74,320,576</span></span><span style="font-family:inherit;font-size:10pt;"> Class B common shares for aggregate consideration of </span><span style="font-family:inherit;font-size:10pt;"><span>$0.5 million</span></span> to investors holding Class A Common Units of the Operating Company and holders of Class A units of the San Francisco Venture. Each investor was entitled to purchase one Class B common share for each unit held. 0.617 0.586 24150000 14.00 3150000 338100000 24150000 319700000 7142857 0.00633 100000000.0 7142857 0.00633 6.33 6.33 6.33 1 1 0.0003 2 7513807 7513807 0.375 17749756 378578 798161 6549629 74320576 500000 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Basis of presentation</span><span style="font-family:inherit;font-size:10pt;">— The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).</span><span style="font-family:inherit;font-size:10pt;font-weight:bold;"> </span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Principles of consolidation</span><span style="font-family:inherit;font-size:10pt;">—The accompanying consolidated financial statements include the accounts of the Company and the accounts of all subsidiaries in which the Company has a controlling interest and the accounts of variable interest entities (“VIEs”) in which the Company is deemed to be the primary beneficiary. A VIE is an entity in which either (i) the equity investors as a group, if any, lack the power through voting or similar rights to </span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">direct the activities of such entity that most significantly impact such entity’s economic performance or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. The Company identifies the primary beneficiary of a VIE as the enterprise that has both of the following characteristics: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or receive benefits of the VIE that could potentially be significant to the entity. The Company consolidates its investment in a VIE when it determines that it is its primary beneficiary. The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements, or changes in influence and control over any entity, that affect the characteristics of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. The Company performs this analysis on an ongoing basis. All intercompany transactions and balances have been eliminated in consolidation. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The accounts and operating results of the consolidated businesses acquired in the Formation Transactions have been included in the accompanying consolidated financial statements from the acquisition date forward. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Use of estimates</span><span style="font-family:inherit;font-size:10pt;">—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. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Concentration of risk</span><span style="font-family:inherit;font-size:10pt;">—As of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, the Company’s inventories and the Company’s unconsolidated entities’ inventories and properties are all located in California. The Company is subject to risks incidental to the ownership, development, and operation of commercial and residential real estate. These include, among others, the risks normally associated with changes in the general economic climate in the communities in which the Company operates, trends in the real estate industry, availability of land for development, changes in tax laws, interest rate levels, availability of financing, and potential liability under environmental and other laws. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Company’s credit risk relates primarily to cash deposits, cash equivalents and restricted cash and certificates of deposit. Cash deposit accounts at each institution are in excess of amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any credit losses to date on its cash deposits, cash equivalents, restricted cash and certificates of deposit, and marketable securities—held to maturity. The Company’s risk management policies define parameters of acceptable market risk and strive to limit exposure to credit risk. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Acquisitions</span><span style="font-family:inherit;font-size:10pt;">—The Company accounts for businesses it acquires in accordance with Accounting Standards Codification (“ASC”) Topic 805, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Business Combinations</span><span style="font-family:inherit;font-size:10pt;">. This methodology requires that assets acquired and liabilities assumed be recorded at their respective fair values on the date of acquisition. Accordingly, the Company recognizes assets acquired and liabilities assumed in business combinations, including contingent assets and liabilities and non-controlling interest in the acquiree, based on the fair value estimates as of the date of acquisition. Any excess of the purchase consideration over the net fair value of tangible and identified intangible assets acquired less liabilities assumed is recorded as goodwill. The costs of business acquisitions are expensed as incurred. These costs may include fees for accounting, legal, professional consulting and valuation specialists. Purchase price allocations may be preliminary and, during the measurement period, not to exceed one year from the date of acquisition, changes in assumptions and estimates that result in adjustments to the fair value of assets acquired and liabilities assumed are recorded in the period the adjustments are determined. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Contingent consideration assumed in a business combination is remeasured at fair value each reporting period until the contingency is resolved and any change in the fair value from either the passage of time or events occurring after the acquisition date, is recorded in results from operations. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The estimated fair value of acquired assets and assumed liabilities requires significant judgments by management and are determined primarily by a discounted cash flow model. The determination of fair value using a discounted cash flow approach also requires discounting the estimated cash flows at a rate that the Company believes a market participant would determine to be commensurate with the inherent risks associated with the asset and related estimated cash flow streams. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">For acquisitions accounted for as an asset acquisition, the fair value of consideration transferred by the Company (including transaction costs) is allocated to all assets acquired and liabilities assumed on a relative fair value basis. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Noncontrolling interests</span><span style="font-family:inherit;font-size:10pt;">—The Company presents noncontrolling interests and classifies such interests within capital, but separate from the Company’s Class A and Class B members’ capital when the criteria for permanent equity classification has been met. Noncontrolling interests in the Company represent interests held by owners, excluding the Operating Company, of consolidated subsidiaries of the Operating Company, and investors in the Operating Company excluding the Holding Company. Net income or loss of the Operating Company is allocated to noncontrolling interests based on substantive profit sharing arrangements within the operating agreements, or if it is determined that a substantive profit sharing arrangement does not exist, allocation is based on relative ownership percentage of the Operating Company and the noncontrolling interests. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Revenue recognition</span><span style="font-family:inherit;font-size:10pt;">—Under ASC 606, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Revenue From Contracts With Customers </span><span style="font-family:inherit;font-size:10pt;">(“ASC 606”), which the Company adopted on January 1, 2018 (see </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">–Recently Adopted Accounting Pronouncements</span><span style="font-family:inherit;font-size:10pt;">), revenues from land sales are recognized when the Company satisfies the performance obligation at a point in time, which typically occurs when the control of the land passes to its customers. Revenue is recognized in an amount that reflects the consideration the Company expects to be entitled to receive (i.e., the transaction price) in exchange for the transfer of land. The transaction price typically contains fixed and variable components in which the fixed consideration represents the stated purchase price for the land. Some of the Company’s residential homesite sale agreements contain a profit participation provision, a variable consideration, whereby the Company receives from homebuilders a portion of profit after the builder has received an agreed-upon margin. If the project profitability falls short of the participation threshold, no additional revenue is received. In most contracts, at the time of the land sale, the estimate of profit participation, if any, is constrained, as there are significant factors outside of the Company’s control that will impact whether participation thresholds will be met. In addition, some residential homesite sale agreements contain a provision requiring the homebuilder to pay a marketing fee per residence sold, as a percentage of the home sale price. Such fees are estimated as a variable consideration and the amount the Company expects to be entitled to receive is included in the transaction price. At the end of each reporting period, variable considerations are reassessed to ensure changes in circumstances or constraints are appropriately reflected in the estimated transaction price. Changes in estimates of variable components of transaction prices could result in cumulative catch-up adjustments to revenue. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">A contract asset or liability is recognized when the timing of the satisfaction of a performance obligation is different from the timing of the payments made by customers. Contract assets typically consist of estimates of contingent or variable consideration that has been included in the transaction price and recognized as revenue before the contingency is resolved and the contractual payment is due. Contract liabilities typically consist of payments received prior to satisfying the associated performance obligation. For example, a contract asset may be recorded at the closing of a land sale representing the estimated marketing fees included in the transaction price. However, the actual amount and timing of marketing fee payments is not known until the time a residence is sold. As marketing fee payments are collected from customers, the contract asset balance will be adjusted and reduced accordingly. Further, re-estimation of marketing fees at the end of each reporting period may result in an increase or decrease to the contract asset.</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Under ASC 605, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Revenue Recognition</span><span style="font-family:inherit;font-size:10pt;"> (“ASC 605”) for periods prior to January 1, 2018, revenues from land sales were recognized when a significant down payment was received, the earnings process was complete, title passes, and the collectability of any receivables was reasonably assured. Revenues from profit participation were recognized when sufficient evidence existed that the homebuilding project had met the participation thresholds and the Company had collected the profit participation payment or was reasonably assured of collection. The Company deferred revenue on amounts collected in advance of meeting the recognition criteria. Lastly, marketing fees were recognized upon collection of receipts from the customer.</span></div><div style="line-height:120%;padding-top:8px;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Under ASC 606, revenues from management services are recognized as the customer consumes the benefits of the performance obligation satisfied over time. The transaction price pertaining to management services revenue is comprised of fixed and variable components whereby the fixed consideration typically represents a base management fee. The Company’s management agreements may contain incentive compensation fee provisions contingent on the performance of customers. In making estimates of incentive compensation, the Company expects </span></div><div style="line-height:120%;padding-top:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">to be entitled to receive in exchange for providing management services, significant assumptions and judgments are made in evaluating the factors that may determine the amount of consideration the Company will ultimately receive. In doing so, cash flow projections are typically utilized. These cash flows are significantly affected by estimates and assumptions related to market supply and demand, the local economy, projected pace of sales of homesites, pricing and price appreciation over the estimated selling period, the length of the estimated development and selling periods, remaining development, general and administrative costs, and other factors. Incentive compensation revenue from management services is recognized evenly over the expected contract term, as the performance obligation is satisfied. When changes in estimates and assumptions occur, the estimate of the amount of incentive compensation the Company expects to be entitled to receive may change, resulting in a cumulative catch-up being recorded in the period of the change. Similar to land sale revenues, a contract asset may be recognized associated with revenues generated from management services when there is a timing difference between the satisfaction of performance obligations and revenues becoming billable. Reassessment of the estimated transaction price at the end of each reporting period may increase or decrease contract assets. Contract asset balances are reduced when revenues from our customers become billable.</span></div><div style="line-height:120%;padding-top:8px;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Under ASC 605, the Company recorded management services revenues over the period in which the services were performed, fees were determinable, and collectability was reasonably assured. The Company recorded revenues from annual fees ratably over the contract period using the straight-line method and the Company recognized incentive compensation in the period in which the contingency was resolved and only to the extent other recognition conditions had been met. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Included in operating properties revenues in the consolidated statements of operations are revenues from the Company’s agriculture and energy operations and its golf club operation, Tournament Players Club at Valencia Golf Course (sold in January 2018). </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Impairment of assets</span><span style="font-family:inherit;font-size:10pt;">—Long-lived assets are reviewed for impairment when events or changes in circumstances indicate that their carrying value may not be recoverable. Impairment indicators for long-lived inventory assets include, but are not limited to, significant increases in horizontal development costs, significant decreases in the pace and pricing of home sales within the Company’s communities and surrounding areas and political and societal events that may negatively affect the local economy. For operating properties, impairment indicators may include significant increases in operating costs, decreased utilization, and continued net operating losses. If indicators of impairment exist, and the undiscounted cash flows expected to be generated by a long-lived asset are less than its carrying amount, an impairment charge is recorded to write down the carrying amount of such long-lived asset to its estimated fair value. The Company generally estimates the fair value of its long-lived assets using a discounted cash flow model or sales comparison approach of the underlying property or a combination thereof. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Company’s projected cash flows for each long-lived inventory asset are significantly affected by estimates and assumptions related to market supply and demand, the local economy, projected pace of sales of homesites, pricing and price appreciation over the estimated selling period, the length of the estimated development and selling periods, remaining development costs, and other factors. For operating properties, the Company’s projected cash flows also include estimates and assumptions about the use and eventual disposition of such properties, including utilization, capital expenditures, operating expenses, and the amount of proceeds to be realized upon eventual disposition of such properties. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In determining these estimates and assumptions, the Company utilizes historical trends from past development projects of the Company in addition to internal and external market studies and trends, which generally include, but are not limited to, statistics on population demographics and unemployment rates. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Using all available information, the Company calculates its best estimate of projected cash flows for each asset. While many of the estimates are calculated based on historical and projected trends, all estimates are subjective and change as market and economic conditions change. The determination of fair value also requires discounting the estimated cash flows at a rate the Company believes a market participant would determine to be commensurate with the inherent risks associated with the asset and related estimated cash flow streams. The discount rate used in determining each asset’s fair value generally depends on the asset’s projected life and development stage. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Share-based payments</span><span style="font-family:inherit;font-size:10pt;">— Share-based payments are recognized on a straight-line basis over the service period in the statement of operations based on their measurement date fair values. Forfeitures, if any, are accounted for in the period when they occur. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Cash and cash equivalents</span><span style="font-family:inherit;font-size:10pt;">—Included in cash and cash equivalents are short-term investments that have original maturity dates of three months or less. The carrying amount approximates fair value due to the short-term nature of these investments. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Restricted cash and certificates of deposit</span><span style="font-family:inherit;font-size:10pt;">—Restricted cash and certificates of deposit consist of cash, cash equivalents, and certificates of deposit held as collateral on open letters of credit related to development obligations or because of other legal obligations of the Company that require the restriction. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Marketable securities</span><span style="font-family:inherit;font-size:10pt;">—During the years ended December 31, 2017 and 2016, the Company made investments in marketable debt securities. The Company purchased each investment with the intent and ability to hold the investment until maturity and carried each investment at amortized cost. The amortized cost of such debt securities were adjusted for amortization of premiums and accretion of discounts, using the effective interest method or a method that approximates the effective interest method. Amortization and accretion of premiums and discounts are included in selling, general, and administrative costs and expenses in the accompanying consolidated statements of operations. The Company evaluates securities in unrealized loss positions for evidence of other-than-temporary impairment, considering, among other things, duration, severity, and financial condition of the issuer. No other-than-temporary impairments were identified during either </span><span style="font-family:inherit;font-size:10pt;">year ended</span><span style="font-family:inherit;font-size:10pt;"> December 31, </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> or </span><span style="font-family:inherit;font-size:10pt;">2016</span><span style="font-family:inherit;font-size:10pt;">, and the Company held no marketable securities at December 31, 2018 or 2017.</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Properties and equipment</span><span style="font-family:inherit;font-size:10pt;">—Properties and equipment primarily relate to the Company’s operating properties’ businesses, are recorded at cost. Properties and equipment, other than land, are depreciated over their estimated useful lives using the straight-line method. At the time properties and equipment are disposed of, the asset and related accumulated depreciation, if any, are removed from the accounts, and any resulting gain or loss is credited or charged to earnings. The estimated useful life for land improvements and buildings is 10 to 40 years while the estimated useful life for furniture, fixtures, and equipment is two to 15 years.</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Held for sale classification</span><span style="font-family:inherit;font-size:10pt;">—Assets to be disposed of together as a group in a single transaction and liabilities directly associated with those assets that will be transferred in the transaction are classified as held for sale on the Company’s consolidated balance sheet. Management evaluates certain criteria when determining held for sale classification including management’s authority to approve a disposal, management’s commitment to a plan to sell the disposal group, and the probability of completing the sale within one year. When initially classified as held for sale, assets and liabilities of assets held for sale are measured at the lower of carrying value or fair value less costs to sell. Included in the consolidated balance sheet at December 31, 2017 are assets and liabilities related to The Tournament Players Club at Valencia Golf Course that have been classified as held for sale. Assets held for sale of </span><span style="font-family:inherit;font-size:10pt;"><span>$4.5 million</span></span><span style="font-family:inherit;font-size:10pt;"> were comprised of property and equipment of </span><span style="font-family:inherit;font-size:10pt;"><span>$3.7 million</span></span><span style="font-family:inherit;font-size:10pt;">, net of accumulated depreciation of </span><span style="font-family:inherit;font-size:10pt;"><span>$1.9 million</span></span><span style="font-family:inherit;font-size:10pt;">, and other assets of </span><span style="font-family:inherit;font-size:10pt;"><span>$0.8 million</span></span><span style="font-family:inherit;font-size:10pt;">. Liabilities of assets held for sale of </span><span style="font-family:inherit;font-size:10pt;"><span>$5.4 million</span></span><span style="font-family:inherit;font-size:10pt;"> consisted of club membership liabilities totaling </span><span style="font-family:inherit;font-size:10pt;"><span>$5.3 million</span></span><span style="font-family:inherit;font-size:10pt;"> and other liabilities of </span><span style="font-family:inherit;font-size:10pt;"><span>$0.1 million</span></span><span style="font-family:inherit;font-size:10pt;">. In January 2018, The Tournament Players Club at Valencia Golf Course was sold for cash proceeds of </span><span style="font-family:inherit;font-size:10pt;"><span>$5.9 million</span></span><span style="font-family:inherit;font-size:10pt;">, and the buyer’s assumption of certain liabilities, including certain membership related liabilities. Results of operations of The Tournament Players Club at Valencia Golf Course, prior to disposal, are included in the Company’s Newhall segment. The property was operated by the Company as an amenity to the Company’s fully developed Valencia community. There are no assets or liabilities held for sale at December 31, 2018. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Investments in unconsolidated entities</span><span style="font-family:inherit;font-size:10pt;">—For investments in entities that the Company does not control, but exercises significant influence, the Company uses the equity method of accounting. The Company’s judgment with regard to its level of influence or control of an entity involves consideration of various factors including the form of its ownership interest, its representation in the entity’s governance, its ability to participate in policy-making decisions, and the rights of other investors to participate in the decision-making process to replace the Company as manager or to liquidate the entity. Investments accounted for under the equity method of accounting are recorded at cost and adjusted for the Company’s share in the earnings (losses) of the venture and cash contributions and distributions. Any difference between the carrying amount of the equity method investment on the Company’s balance sheet and the underlying equity in net assets on the entity’s balance sheet results in a basis difference which is adjusted as the related underlying assets are depreciated, amortized, or sold and the liabilities are settled. The </span></div><div style="line-height:120%;padding-top:8px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Company generally allocates income and loss from unconsolidated entities based on the venture’s distribution priorities, which may be different from its stated ownership percentage. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Company evaluates the recoverability of its investment in unconsolidated entities by first reviewing each investment for any indicators of impairment. If indicators are present, the Company estimates the fair value of the investment. If the carrying value of the investment is greater than the estimated fair value, management makes an assessment of whether the impairment is “temporary” or “other-than-temporary.” In making this assessment, management considers the following: (1) the length of time and the extent to which fair value has been less than cost, (2) the financial condition and near-term prospects of the entity, and (3) the Company’s intent and ability to retain its interest long enough for a recovery in market value. If management concludes that the impairment is “other-than-temporary,” the Company reduces the investment to its estimated fair value. No other-than-temporary impairments were identified during either the </span><span style="font-family:inherit;font-size:10pt;">year ended</span><span style="font-family:inherit;font-size:10pt;"> </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> or </span><span style="font-family:inherit;font-size:10pt;">2016</span><span style="font-family:inherit;font-size:10pt;">. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Inventories</span><span style="font-family:inherit;font-size:10pt;">—Inventories primarily include land held for development and sale. Inventories are stated at cost, less reimbursements, unless the inventory within a community is determined to be impaired, in which case the impaired inventory would be written down to fair market value. Capitalized direct and indirect inventory costs include land, land in which the Company has the rights to receive in accordance with a disposition and development agreement (see Note 4), horizontal development costs, real estate taxes, and interest related to financing development and construction. During the years ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2016</span><span style="font-family:inherit;font-size:10pt;">, the Company incurred interest expense, including amortization of debt issuance costs, all of which was capitalized into inventories, of </span><span style="font-family:inherit;font-size:10pt;"><span>$54.8 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$9.4 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$3.5 million</span></span><span style="font-family:inherit;font-size:10pt;">, respectively. Horizontal development costs can be further broken down to costs incurred to entitle and permit the land for its intended use; costs incurred for infrastructure projects, such as schools, utilities, roads, and bridges; and site costs, such as grading and amenities, to bring the land to a saleable state. General and administrative costs related to project litigation are charged to expense when incurred. Costs that cannot be clearly associated with the acquisition, development, and construction of a real estate project and selling expenses are expensed as incurred. The Company expenses advertising costs as incurred, which were </span><span style="font-family:inherit;font-size:10pt;"><span>$2.0 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$4.3 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$3.5 million</span></span><span style="font-family:inherit;font-size:10pt;"> during the years ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2016</span><span style="font-family:inherit;font-size:10pt;">, respectively. Certain public infrastructure project costs incurred by the Company are eligible for reimbursement, typically, from the proceeds of CFD bond debt, state and federal grants or property tax assessments.</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">A portion of capitalized inventory costs is allocated to individual parcels within a project using the relative sales value method. Under the relative sales value method, each parcel in the project under development is allocated costs in proportion to the estimated overall sales prices of the project such that each parcel to be sold reflects the same gross profit margin. Since this method requires the Company to estimate the expected sales price for the entire project, the profit margin on subsequent parcels sold will be affected by both changes in the estimated total revenues, as well as any changes in the estimated total cost of the project. </span></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:48px;font-size:1pt;"><span style="font-family:inherit;font-size:1pt;"> </span></div><div style="line-height:120%;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Intangible Asset</span><span style="font-family:inherit;font-size:10pt;">—In connection with the Company’s acquisition of the Management Company (see Note 4), the Company acquired an intangible asset related to the contract value of the incentive compensation provisions of the Management Company’s development management agreement with the Great Park Venture. The Company records amortization expense over the contract period based on the pattern in which the Company expects to recognize the economic benefits from the incentive compensation.</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Receivables</span><span style="font-family:inherit;font-size:10pt;">—The Company evaluates the carrying value of receivables, which includes receivables from related parties, at each reporting date to determine the need for an allowance for doubtful accounts. As of both </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, the allowance for doubtful accounts was not significant. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Fair value measurements</span><span style="font-family:inherit;font-size:10pt;">—The Company follows guidance for fair value measurements and disclosures that emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, 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. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Level 1</span><span style="font-family:inherit;font-size:10pt;">—Quoted prices for identical instruments in active markets </span></div><div style="line-height:120%;padding-top:8px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Level 2</span><span style="font-family:inherit;font-size:10pt;">—Quoted prices for similar instruments in active markets or inputs, other than quoted prices, that are observable for the instrument either directly or indirectly </span></div><div style="line-height:120%;padding-top:8px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Level 3</span><span style="font-family:inherit;font-size:10pt;">—Significant inputs to the valuation model are unobservable </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In instances where the determination of the fair value measurements is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Offering Costs</span><span style="font-family:inherit;font-size:10pt;">—Costs incurred by the Company, totaling </span><span style="font-family:inherit;font-size:10pt;"><span>$2.9 million</span></span><span style="font-family:inherit;font-size:10pt;">, that were directly attributable to the IPO were deferred and charged against the gross proceeds of the offering as a reduction of members’ contributed capital. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Income taxes</span><span style="font-family:inherit;font-size:10pt;">—The Company accounts for income taxes in accordance with ASC Topic 740, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Income Taxes</span><span style="font-family:inherit;font-size:10pt;"> (“ASC 740”), which requires an asset and liability approach for measuring deferred taxes based on temporary differences between the financial statements and tax bases of assets and liabilities existing at each balance sheet date using enacted tax rates for the years in which taxes are expected to be paid or recovered.</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Holding Company has elected to be treated as a corporation for U.S. federal, state, and local tax purposes and determines the provision or benefit for income taxes on an interim basis using an estimate of its annual effective tax rate and the impact of specific events as they occur. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Company’s estimate of the Holding Company’s annual effective tax rate is subject to change based on changes in federal and state tax laws and regulations, the Holding Company’s ownership interest in the Operating Company and the Operating Company’s ownership in the San Francisco Venture, and the Company’s assessment of its deferred tax asset valuation allowance. Cumulative adjustments are made in interim periods in which the Company identifies a change in its estimate of the amount of future tax benefit when it is more likely than not that some portion of the deferred tax assets will not be realized. Among other things, the nature, frequency and severity of prior cumulative losses, forecasts of future taxable income, the duration of statutory carryforward periods, the Company’s utilization experience with operating loss and tax credit carryforwards and tax planning alternatives are considered and evaluated when assessing the need for a valuation allowance. Any increase or decrease in a valuation allowance could have a material adverse effect or beneficial effect on the Holding Company’s income tax provision and net income or loss in the period the determination is made. The Holding Company recognizes interest or penalties related to income tax matters in income tax expense.</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Miscellaneous other income</span><span style="font-family:inherit;font-size:10pt;">—Miscellaneous other income consisted of the following (in thousands):</span></div><div style="line-height:120%;padding-top:8px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:87.6068376068376%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:54%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Year Ended December 31,</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Gain on sale of golf club operating property</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,700</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Gain on insurance claims</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,566</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net periodic pension benefit</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>307</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>93</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>57</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total miscellaneous other income</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>8,573</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>93</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>57</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Recently issued accounting pronouncements</span><span style="font-family:inherit;font-size:10pt;">—In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-07, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting </span><span style="font-family:inherit;font-size:10pt;">(“ASU No. 2018-07”) which simplifies the accounting of share-based payments granted to nonemployees for goods and services. Under ASU No. 2018-07, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees including the determination of the measurement date. ASU No. 2018-07 generally requires an entity to use a modified retrospective transition approach, with a cumulative-effect adjustment to </span></div><div style="line-height:120%;padding-top:8px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">retained earnings as of the beginning of the fiscal year of adoption. The amendments in ASU No. 2018-07 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company does not expect the adoption of ASU No. 2018-07 to have a material impact on its consolidated financial statements.</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In February 2016, the FASB issued ASU No. 2016-02,</span><span style="font-family:inherit;font-size:10pt;font-style:italic;"> Leases (Topic 842) </span><span style="font-family:inherit;font-size:10pt;">(“ASU No. 2016-02”). This ASU generally requires that lessees recognize right-of-use assets and lease liabilities on the balance sheet for operating and financing leases and also requires improved disclosures to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases. This update is effective for public entities in fiscal years beginning after December 15, 2018, including interim reporting periods within those fiscal years. The FASB has issued multiple clarifications and updates since ASU No. 2016-02 that include, but is not limited to, the ability to elect practical expedients upon transition. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Company will adopt ASU No. 2016-02 effective on January 1, 2019 on a modified retrospective basis. Consequently, comparative prior periods presented in financial statements after adoption will continue to be in accordance with current U.S. GAAP (Topic 840, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Leases</span><span style="font-family:inherit;font-size:10pt;">). Upon transition, the Company will elect the package of practical expedients, whereby the Company will not reassess whether existing contracts contain leases, the lease classification of existing leases and initial direct costs associated with those leases. Additionally, the Company expects to exclude recognition of short term leases on the balance sheet and not separate lease and nonlease components for both lessee and lessor leases. Lease payments for short term leases would continue to be recognized in the consolidated statements of operations on a straight-line basis over the lease term. The Company estimates recognizing total lease liabilities ranging from </span><span style="font-family:inherit;font-size:10pt;"><span>$25 million</span></span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;"><span>$35 million</span></span><span style="font-family:inherit;font-size:10pt;"> and corresponding right-of-use assets ranging from </span><span style="font-family:inherit;font-size:10pt;"><span>$30 million</span></span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;"><span>$40 million</span></span><span style="font-family:inherit;font-size:10pt;"> predominantly associated with leased office space. The difference between the right-of-use asset and lease liability is primarily due to the existing prepaid and deferred rent balances, resulting from historical straight-lining of operating leases, that will be reclassified upon adoption to increase or reduce the measurement of the right-of-use assets. The Company continues to evaluate the disclosure requirements and the Company’s associated processes and disclosure controls in advance of the first interim reporting period after adoption. The Company does not expect the adoption of ASU No. 2016-02 to have a material impact on the Company’s consolidated statement of operations or statement of cash flows.</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In June 2016, the FASB issued ASU No. 2016-13, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments </span><span style="font-family:inherit;font-size:10pt;">which amends the guidance on the impairment of financial instruments, including most debt instruments, trade receivables and loans. ASU No. 2016-13 adds to U.S. GAAP an impairment model known as the current expected credit loss model that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses for instruments measured at amortized cost, resulting in a net presentation of the amount expected to be collected on the financial asset. ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is currently evaluating the impact of adopting ASU No. 2016-13 on its consolidated financial statements. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Recently adopted accounting pronouncements</span><span style="font-family:inherit;font-size:10pt;">—In May 2014, the FASB issued ASU No. 2014-09, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Revenue from Contracts with Customers </span><span style="font-family:inherit;font-size:10pt;">(“ASU No. 2014-09”), which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted ASU No. 2014-09 and the related ASUs that formed ASC Topic 606, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Revenue from Contracts with Customers</span><span style="font-family:inherit;font-size:10pt;">, on January 1, 2018 using the modified retrospective approach with the cumulative effect recorded as an adjustment to opening capital. The new guidance was applied to contracts not completed at the transition date. Results for reporting periods beginning after January 1, 2018 are presented under ASC Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with historic accounting under ASC Topic 605, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Revenue Recognition, </span><span style="font-family:inherit;font-size:10pt;">and other industry specific guidance.</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The impact of adopting the new guidance primarily relates to (i) the recognition of variable incentive compensation consideration associated with the Company’s development management agreement with the Great Park Venture, which previously was recognized when contingencies associated with the amount and timing of the consideration were resolved, but under the new guidance estimates of the amount of variable consideration that the Company expects to be entitled to receive in revenue are recognized over time as management services are </span></div><div style="line-height:120%;padding-top:8px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">provided; (ii) the recognition of variable consideration from land sale contracts in the form of revenue or profit participation and marketing fees received from homebuilders, which historically have been recognized as revenue in the period in which the contingencies associated with the amount and timing of the consideration were resolved, but under the new guidance estimates of the amount of variable consideration that the Company expects to be entitled to receive in revenue, if any, are recognized at the time of land sale; (iii) the timing of revenue recognition from land sales or agriculture crop sales resulting from additional clarity in determining that the performance obligation to the customer is complete when control of the land or crop has been transferred to the customer; (iv) the impact of adoption of ASU No. 2014-09 by the Company’s unconsolidated entities; and (v) the requirement to provide more robust disclosure on the nature of the Company’s transactions, the economic substance of the arrangements and the judgments involved. </span></div><div style="line-height:120%;padding-bottom:6px;padding-top:6px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The cumulative effect of the changes made to the Company’s consolidated January 1, 2018 balance sheet from the adoption of the new revenue guidance</span><span style="font-family:inherit;font-size:10pt;font-style:italic;"> </span><span style="font-family:inherit;font-size:10pt;">were as follows (in thousands):</span><span style="font-family:inherit;font-size:10pt;font-style:italic;"> </span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:99.57264957264957%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:53%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Balance at December 31, 2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Adjustments due to ASU No. 2014-09</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Balance at January 1, 2018</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;text-decoration:underline;">ASSETS</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Inventories</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,425,892</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(9,457</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,416,435</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Investment in unconsolidated entities</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>530,007</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,067</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>533,074</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Intangible asset, net—related party</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>127,593</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(19,220</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>108,373</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Related party assets</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,158</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>38,332</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>41,490</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other assets</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,585</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>716</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>8,301</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;text-decoration:underline;">LIABILITIES</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accounts payable and other liabilities</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>167,620</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,722</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>165,898</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Related party liabilities</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>186,670</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(9,485</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>177,185</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;text-decoration:underline;">CAPITAL</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Retained earnings</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>57,841</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10,684</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>68,525</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Noncontrolling interests</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,320,208</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13,961</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,334,169</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In August 2016, the FASB issued ASU No. 2016-15, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)</span><span style="font-family:inherit;font-size:10pt;"> (“ASU No. 2016-15”) which amends the guidance in ASC Topic 230, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Statement of Cash Flows</span><span style="font-family:inherit;font-size:10pt;">, on the classification of certain cash receipts and payments in the statement of cash flows. The primary purpose of ASU No. 2016-15 is to reduce the diversity in practice that has resulted from the lack of consistent principles on this topic. The Company adopted ASU No. 2016-15 effective January 1, 2018 retrospectively with no material impact on the Company’s consolidated financial statements.</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In November 2016, the FASB issued ASU No. 2016-18, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the Emerging Issues Task Force)</span><span style="font-family:inherit;font-size:10pt;"> (“ASU No. 2016-18”) which requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flow. The Company adopted this guidance on January 1, 2018 retrospectively and as a result included restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts presented on the consolidated statement of cash flows. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The effect of the changes made to the Company’s consolidated statement of cash flow line items from the adoption of ASU No. 2016-18</span><span style="font-family:inherit;font-size:10pt;font-style:italic;"> </span><span style="font-family:inherit;font-size:10pt;">were as follows (in thousands): </span></div><div style="line-height:120%;padding-top:8px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:53%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Year Ended December 31, 2017</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">As Previously Reported</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Adjustments due to ASU No. 2016-18</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">As Adjusted</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">CASH FLOWS FROM INVESTING ACTIVITIES:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Decrease in restricted cash and certificates of deposits</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>876</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(876</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>786,174</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(876</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>785,298</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>62,304</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,343</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>64,647</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>848,478</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,467</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>849,945</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;padding-top:8px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:53%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Year Ended December 31, 2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">As Previously Reported</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Adjustments due to ASU No. 2016-18</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">As Adjusted</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">CASH FLOWS FROM INVESTING ACTIVITIES:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Decrease in restricted cash and certificates of deposits</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,574</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,574</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(46,353</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,574</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(47,927</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>108,657</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,917</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>112,574</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>62,304</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,343</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>64,647</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:8px;text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In March 2017, the FASB issued ASU No. 2017-07, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost</span><span style="font-family:inherit;font-size:10pt;"> (“ASU No. 2017-07”) which amends the guidance for the income statement presentation of the components of net periodic benefit cost for an entity’s sponsored defined benefit pension and other postretirement plans. ASU No. 2017-07 requires entities to report non-service-cost components of net periodic benefit cost outside of income from operations. The Company adopted ASU No. 2017-07 effective January 1, 2018, retrospectively, which resulted in reclassifying net periodic pension benefit of </span><span style="font-family:inherit;font-size:10pt;"><span>$93,000</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$57,000</span></span><span style="font-family:inherit;font-size:10pt;"> from selling, general, and administrative expenses to miscellaneous other income on the consolidated statement of operations for the years ended December 31, 2017 and 2016, respectively. </span></div><span style="font-family:inherit;font-size:10pt;">In May 2017, the FASB issued ASU No. 2017-09, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU No. 2017-09”)</span><span style="font-family:inherit;font-size:10pt;">. ASU No. 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in ASC Topic 718, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Compensation - Stock Compensation</span>. The Company adopted the amendments of ASU No. 2017-09 effective January 1, 2018 prospectively with no material impact on the Company’s consolidated financial statements. Basis of presentation— The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). 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. Concentration of risk<span style="font-family:inherit;font-size:10pt;">—As of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, the Company’s inventories and the Company’s unconsolidated entities’ inventories and properties are all located in California. The Company is subject to risks incidental to the ownership, development, and operation of commercial and residential real estate. These include, among others, the risks normally associated with changes in the general economic climate in the communities in which the Company operates, trends in the real estate industry, availability of land for development, changes in tax laws, interest rate levels, availability of financing, and potential liability under environmental and other laws. </span>The Company’s credit risk relates primarily to cash deposits, cash equivalents and restricted cash and certificates of deposit. Cash deposit accounts at each institution are in excess of amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any credit losses to date on its cash deposits, cash equivalents, restricted cash and certificates of deposit, and marketable securities—held to maturity. The Company’s risk management policies define parameters of acceptable market risk and strive to limit exposure to credit risk. Acquisitions<span style="font-family:inherit;font-size:10pt;">—The Company accounts for businesses it acquires in accordance with Accounting Standards Codification (“ASC”) Topic 805, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Business Combinations</span><span style="font-family:inherit;font-size:10pt;">. This methodology requires that assets acquired and liabilities assumed be recorded at their respective fair values on the date of acquisition. Accordingly, the Company recognizes assets acquired and liabilities assumed in business combinations, including contingent assets and liabilities and non-controlling interest in the acquiree, based on the fair value estimates as of the date of acquisition. Any excess of the purchase consideration over the net fair value of tangible and identified intangible assets acquired less liabilities assumed is recorded as goodwill. The costs of business acquisitions are expensed as incurred. These costs may include fees for accounting, legal, professional consulting and valuation specialists. Purchase price allocations may be preliminary and, during the measurement period, not to exceed one year from the date of acquisition, changes in assumptions and estimates that result in adjustments to the fair value of assets acquired and liabilities assumed are recorded in the period the adjustments are determined. </span><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Contingent consideration assumed in a business combination is remeasured at fair value each reporting period until the contingency is resolved and any change in the fair value from either the passage of time or events occurring after the acquisition date, is recorded in results from operations. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The estimated fair value of acquired assets and assumed liabilities requires significant judgments by management and are determined primarily by a discounted cash flow model. The determination of fair value using a discounted cash flow approach also requires discounting the estimated cash flows at a rate that the Company believes a market participant would determine to be commensurate with the inherent risks associated with the asset and related estimated cash flow streams. </span></div>For acquisitions accounted for as an asset acquisition, the fair value of consideration transferred by the Company (including transaction costs) is allocated to all assets acquired and liabilities assumed on a relative fair value basis. Noncontrolling interests—The Company presents noncontrolling interests and classifies such interests within capital, but separate from the Company’s Class A and Class B members’ capital when the criteria for permanent equity classification has been met. Noncontrolling interests in the Company represent interests held by owners, excluding the Operating Company, of consolidated subsidiaries of the Operating Company, and investors in the Operating Company excluding the Holding Company. Net income or loss of the Operating Company is allocated to noncontrolling interests based on substantive profit sharing arrangements within the operating agreements, or if it is determined that a substantive profit sharing arrangement does not exist, allocation is based on relative ownership percentage of the Operating Company and the noncontrolling interests.Principles of consolidation<span style="font-family:inherit;font-size:10pt;">—The accompanying consolidated financial statements include the accounts of the Company and the accounts of all subsidiaries in which the Company has a controlling interest and the accounts of variable interest entities (“VIEs”) in which the Company is deemed to be the primary beneficiary. A VIE is an entity in which either (i) the equity investors as a group, if any, lack the power through voting or similar rights to </span><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">direct the activities of such entity that most significantly impact such entity’s economic performance or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. The Company identifies the primary beneficiary of a VIE as the enterprise that has both of the following characteristics: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or receive benefits of the VIE that could potentially be significant to the entity. The Company consolidates its investment in a VIE when it determines that it is its primary beneficiary. The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements, or changes in influence and control over any entity, that affect the characteristics of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. The Company performs this analysis on an ongoing basis. All intercompany transactions and balances have been eliminated in consolidation. </span></div>The accounts and operating results of the consolidated businesses acquired in the Formation Transactions have been included in the accompanying consolidated financial statements from the acquisition date forward. Revenue recognition<span style="font-family:inherit;font-size:10pt;">—Under ASC 606, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Revenue From Contracts With Customers </span><span style="font-family:inherit;font-size:10pt;">(“ASC 606”), which the Company adopted on January 1, 2018 (see </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">–Recently Adopted Accounting Pronouncements</span><span style="font-family:inherit;font-size:10pt;">), revenues from land sales are recognized when the Company satisfies the performance obligation at a point in time, which typically occurs when the control of the land passes to its customers. Revenue is recognized in an amount that reflects the consideration the Company expects to be entitled to receive (i.e., the transaction price) in exchange for the transfer of land. The transaction price typically contains fixed and variable components in which the fixed consideration represents the stated purchase price for the land. Some of the Company’s residential homesite sale agreements contain a profit participation provision, a variable consideration, whereby the Company receives from homebuilders a portion of profit after the builder has received an agreed-upon margin. If the project profitability falls short of the participation threshold, no additional revenue is received. In most contracts, at the time of the land sale, the estimate of profit participation, if any, is constrained, as there are significant factors outside of the Company’s control that will impact whether participation thresholds will be met. In addition, some residential homesite sale agreements contain a provision requiring the homebuilder to pay a marketing fee per residence sold, as a percentage of the home sale price. Such fees are estimated as a variable consideration and the amount the Company expects to be entitled to receive is included in the transaction price. At the end of each reporting period, variable considerations are reassessed to ensure changes in circumstances or constraints are appropriately reflected in the estimated transaction price. Changes in estimates of variable components of transaction prices could result in cumulative catch-up adjustments to revenue. </span><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">A contract asset or liability is recognized when the timing of the satisfaction of a performance obligation is different from the timing of the payments made by customers. Contract assets typically consist of estimates of contingent or variable consideration that has been included in the transaction price and recognized as revenue before the contingency is resolved and the contractual payment is due. Contract liabilities typically consist of payments received prior to satisfying the associated performance obligation. For example, a contract asset may be recorded at the closing of a land sale representing the estimated marketing fees included in the transaction price. However, the actual amount and timing of marketing fee payments is not known until the time a residence is sold. As marketing fee payments are collected from customers, the contract asset balance will be adjusted and reduced accordingly. Further, re-estimation of marketing fees at the end of each reporting period may result in an increase or decrease to the contract asset.</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Under ASC 605, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Revenue Recognition</span><span style="font-family:inherit;font-size:10pt;"> (“ASC 605”) for periods prior to January 1, 2018, revenues from land sales were recognized when a significant down payment was received, the earnings process was complete, title passes, and the collectability of any receivables was reasonably assured. Revenues from profit participation were recognized when sufficient evidence existed that the homebuilding project had met the participation thresholds and the Company had collected the profit participation payment or was reasonably assured of collection. The Company deferred revenue on amounts collected in advance of meeting the recognition criteria. Lastly, marketing fees were recognized upon collection of receipts from the customer.</span></div><div style="line-height:120%;padding-top:8px;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Under ASC 606, revenues from management services are recognized as the customer consumes the benefits of the performance obligation satisfied over time. The transaction price pertaining to management services revenue is comprised of fixed and variable components whereby the fixed consideration typically represents a base management fee. The Company’s management agreements may contain incentive compensation fee provisions contingent on the performance of customers. In making estimates of incentive compensation, the Company expects </span></div><div style="line-height:120%;padding-top:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">to be entitled to receive in exchange for providing management services, significant assumptions and judgments are made in evaluating the factors that may determine the amount of consideration the Company will ultimately receive. In doing so, cash flow projections are typically utilized. These cash flows are significantly affected by estimates and assumptions related to market supply and demand, the local economy, projected pace of sales of homesites, pricing and price appreciation over the estimated selling period, the length of the estimated development and selling periods, remaining development, general and administrative costs, and other factors. Incentive compensation revenue from management services is recognized evenly over the expected contract term, as the performance obligation is satisfied. When changes in estimates and assumptions occur, the estimate of the amount of incentive compensation the Company expects to be entitled to receive may change, resulting in a cumulative catch-up being recorded in the period of the change. Similar to land sale revenues, a contract asset may be recognized associated with revenues generated from management services when there is a timing difference between the satisfaction of performance obligations and revenues becoming billable. Reassessment of the estimated transaction price at the end of each reporting period may increase or decrease contract assets. Contract asset balances are reduced when revenues from our customers become billable.</span></div><div style="line-height:120%;padding-top:8px;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Under ASC 605, the Company recorded management services revenues over the period in which the services were performed, fees were determinable, and collectability was reasonably assured. The Company recorded revenues from annual fees ratably over the contract period using the straight-line method and the Company recognized incentive compensation in the period in which the contingency was resolved and only to the extent other recognition conditions had been met. </span></div>Included in operating properties revenues in the consolidated statements of operations are revenues from the Company’s agriculture and energy operations and its golf club operation, Tournament Players Club at Valencia Golf Course (sold in January 2018). Impairment of assets<span style="font-family:inherit;font-size:10pt;">—Long-lived assets are reviewed for impairment when events or changes in circumstances indicate that their carrying value may not be recoverable. Impairment indicators for long-lived inventory assets include, but are not limited to, significant increases in horizontal development costs, significant decreases in the pace and pricing of home sales within the Company’s communities and surrounding areas and political and societal events that may negatively affect the local economy. For operating properties, impairment indicators may include significant increases in operating costs, decreased utilization, and continued net operating losses. If indicators of impairment exist, and the undiscounted cash flows expected to be generated by a long-lived asset are less than its carrying amount, an impairment charge is recorded to write down the carrying amount of such long-lived asset to its estimated fair value. The Company generally estimates the fair value of its long-lived assets using a discounted cash flow model or sales comparison approach of the underlying property or a combination thereof. </span><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Company’s projected cash flows for each long-lived inventory asset are significantly affected by estimates and assumptions related to market supply and demand, the local economy, projected pace of sales of homesites, pricing and price appreciation over the estimated selling period, the length of the estimated development and selling periods, remaining development costs, and other factors. For operating properties, the Company’s projected cash flows also include estimates and assumptions about the use and eventual disposition of such properties, including utilization, capital expenditures, operating expenses, and the amount of proceeds to be realized upon eventual disposition of such properties. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In determining these estimates and assumptions, the Company utilizes historical trends from past development projects of the Company in addition to internal and external market studies and trends, which generally include, but are not limited to, statistics on population demographics and unemployment rates. </span></div>Using all available information, the Company calculates its best estimate of projected cash flows for each asset. While many of the estimates are calculated based on historical and projected trends, all estimates are subjective and change as market and economic conditions change. The determination of fair value also requires discounting the estimated cash flows at a rate the Company believes a market participant would determine to be commensurate with the inherent risks associated with the asset and related estimated cash flow streams. The discount rate used in determining each asset’s fair value generally depends on the asset’s projected life and development stage. Share-based payments— Share-based payments are recognized on a straight-line basis over the service period in the statement of operations based on their measurement date fair values. Forfeitures, if any, are accounted for in the period when they occur. Cash and cash equivalents—Included in cash and cash equivalents are short-term investments that have original maturity dates of three months or less. The carrying amount approximates fair value due to the short-term nature of these investments. Restricted cash and certificates of deposit—Restricted cash and certificates of deposit consist of cash, cash equivalents, and certificates of deposit held as collateral on open letters of credit related to development obligations or because of other legal obligations of the Company that require the restriction. Marketable securities—During the years ended December 31, 2017 and 2016, the Company made investments in marketable debt securities. The Company purchased each investment with the intent and ability to hold the investment until maturity and carried each investment at amortized cost. The amortized cost of such debt securities were adjusted for amortization of premiums and accretion of discounts, using the effective interest method or a method that approximates the effective interest method. Amortization and accretion of premiums and discounts are included in selling, general, and administrative costs and expenses in the accompanying consolidated statements of operations. The Company evaluates securities in unrealized loss positions for evidence of other-than-temporary impairment, considering, among other things, duration, severity, and financial condition of the issuer. Properties and equipment<span style="font-family:inherit;font-size:10pt;">—Properties and equipment primarily relate to the Company’s operating properties’ businesses, are recorded at cost. Properties and equipment, other than land, are depreciated over their estimated useful lives using the straight-line method. At the time properties and equipment are disposed of, the asset and related accumulated depreciation, if any, are removed from the accounts, and any resulting gain or loss is credited or charged to earnings. The estimated useful life for land improvements and buildings is 10 to 40 years while the estimated useful life for furniture, fixtures, and equipment is two to 15 years.</span> Held for sale classification<span style="font-family:inherit;font-size:10pt;">—Assets to be disposed of together as a group in a single transaction and liabilities directly associated with those assets that will be transferred in the transaction are classified as held for sale on the Company’s consolidated balance sheet. Management evaluates certain criteria when determining held for sale classification including management’s authority to approve a disposal, management’s commitment to a plan to sell the disposal group, and the probability of completing the sale within one year. When initially classified as held for sale, assets and liabilities of assets held for sale are measured at the lower of carrying value or fair value less costs to sell. Included in the consolidated balance sheet at December 31, 2017 are assets and liabilities related to The Tournament Players Club at Valencia Golf Course that have been classified as held for sale. Assets held for sale of </span><span style="font-family:inherit;font-size:10pt;"><span>$4.5 million</span></span><span style="font-family:inherit;font-size:10pt;"> were comprised of property and equipment of </span><span style="font-family:inherit;font-size:10pt;"><span>$3.7 million</span></span><span style="font-family:inherit;font-size:10pt;">, net of accumulated depreciation of </span><span style="font-family:inherit;font-size:10pt;"><span>$1.9 million</span></span><span style="font-family:inherit;font-size:10pt;">, and other assets of </span><span style="font-family:inherit;font-size:10pt;"><span>$0.8 million</span></span><span style="font-family:inherit;font-size:10pt;">. Liabilities of assets held for sale of </span><span style="font-family:inherit;font-size:10pt;"><span>$5.4 million</span></span><span style="font-family:inherit;font-size:10pt;"> consisted of club membership liabilities totaling </span><span style="font-family:inherit;font-size:10pt;"><span>$5.3 million</span></span><span style="font-family:inherit;font-size:10pt;"> and other liabilities of </span><span style="font-family:inherit;font-size:10pt;"><span>$0.1 million</span></span><span style="font-family:inherit;font-size:10pt;">. In January 2018, The Tournament Players Club at Valencia Golf Course was sold for cash proceeds of </span><span style="font-family:inherit;font-size:10pt;"><span>$5.9 million</span></span>, and the buyer’s assumption of certain liabilities, including certain membership related liabilities. Results of operations of The Tournament Players Club at Valencia Golf Course, prior to disposal, are included in the Company’s Newhall segment. The property was operated by the Company as an amenity to the Company’s fully developed Valencia community. There are no assets or liabilities held for sale at December 31, 2018. 4500000 3700000 1900000 800000 5400000 5300000 100000 5900000 Investments in unconsolidated entities<span style="font-family:inherit;font-size:10pt;">—For investments in entities that the Company does not control, but exercises significant influence, the Company uses the equity method of accounting. The Company’s judgment with regard to its level of influence or control of an entity involves consideration of various factors including the form of its ownership interest, its representation in the entity’s governance, its ability to participate in policy-making decisions, and the rights of other investors to participate in the decision-making process to replace the Company as manager or to liquidate the entity. Investments accounted for under the equity method of accounting are recorded at cost and adjusted for the Company’s share in the earnings (losses) of the venture and cash contributions and distributions. Any difference between the carrying amount of the equity method investment on the Company’s balance sheet and the underlying equity in net assets on the entity’s balance sheet results in a basis difference which is adjusted as the related underlying assets are depreciated, amortized, or sold and the liabilities are settled. The </span><div style="line-height:120%;padding-top:8px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Company generally allocates income and loss from unconsolidated entities based on the venture’s distribution priorities, which may be different from its stated ownership percentage. </span></div>The Company evaluates the recoverability of its investment in unconsolidated entities by first reviewing each investment for any indicators of impairment. If indicators are present, the Company estimates the fair value of the investment. If the carrying value of the investment is greater than the estimated fair value, management makes an assessment of whether the impairment is “temporary” or “other-than-temporary.” In making this assessment, management considers the following: (1) the length of time and the extent to which fair value has been less than cost, (2) the financial condition and near-term prospects of the entity, and (3) the Company’s intent and ability to retain its interest long enough for a recovery in market value. If management concludes that the impairment is “other-than-temporary,” the Company reduces the investment to its estimated fair value. Inventories<span style="font-family:inherit;font-size:10pt;">—Inventories primarily include land held for development and sale. Inventories are stated at cost, less reimbursements, unless the inventory within a community is determined to be impaired, in which case the impaired inventory would be written down to fair market value. Capitalized direct and indirect inventory costs include land, land in which the Company has the rights to receive in accordance with a disposition and development agreement (see Note 4), horizontal development costs, real estate taxes, and interest related to financing development and construction. During the years ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2016</span><span style="font-family:inherit;font-size:10pt;">, the Company incurred interest expense, including amortization of debt issuance costs, all of which was capitalized into inventories, of </span><span style="font-family:inherit;font-size:10pt;"><span>$54.8 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$9.4 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$3.5 million</span></span><span style="font-family:inherit;font-size:10pt;">, respectively. Horizontal development costs can be further broken down to costs incurred to entitle and permit the land for its intended use; costs incurred for infrastructure projects, such as schools, utilities, roads, and bridges; and site costs, such as grading and amenities, to bring the land to a saleable state. General and administrative costs related to project litigation are charged to expense when incurred. Costs that cannot be clearly associated with the acquisition, development, and construction of a real estate project and selling expenses are expensed as incurred. The Company expenses advertising costs as incurred, which were </span><span style="font-family:inherit;font-size:10pt;"><span>$2.0 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$4.3 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$3.5 million</span></span><span style="font-family:inherit;font-size:10pt;"> during the years ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2016</span><span style="font-family:inherit;font-size:10pt;">, respectively. Certain public infrastructure project costs incurred by the Company are eligible for reimbursement, typically, from the proceeds of CFD bond debt, state and federal grants or property tax assessments.</span>A portion of capitalized inventory costs is allocated to individual parcels within a project using the relative sales value method. Under the relative sales value method, each parcel in the project under development is allocated costs in proportion to the estimated overall sales prices of the project such that each parcel to be sold reflects the same gross profit margin. Since this method requires the Company to estimate the expected sales price for the entire project, the profit margin on subsequent parcels sold will be affected by both changes in the estimated total revenues, as well as any changes in the estimated total cost of the project. 54800000 9400000 3500000 2000000.0 4300000 3500000  <div style="line-height:120%;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Intangible Asset</span><span style="font-family:inherit;font-size:10pt;">—In connection with the Company’s acquisition of the Management Company (see Note 4), the Company acquired an intangible asset related to the contract value of the incentive compensation provisions of the Management Company’s development management agreement with the Great Park Venture. The Company records amortization expense over the contract period based on the pattern in which the Company expects to recognize the economic benefits from the incentive compensation.</span></div> Receivables—The Company evaluates the carrying value of receivables, which includes receivables from related parties, at each reporting date to determine the need for an allowance for doubtful accounts. Fair value measurements<span style="font-family:inherit;font-size:10pt;">—The Company follows guidance for fair value measurements and disclosures that emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, 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. </span><div style="line-height:120%;padding-top:8px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Level 1</span><span style="font-family:inherit;font-size:10pt;">—Quoted prices for identical instruments in active markets </span></div><div style="line-height:120%;padding-top:8px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Level 2</span><span style="font-family:inherit;font-size:10pt;">—Quoted prices for similar instruments in active markets or inputs, other than quoted prices, that are observable for the instrument either directly or indirectly </span></div><div style="line-height:120%;padding-top:8px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Level 3</span><span style="font-family:inherit;font-size:10pt;">—Significant inputs to the valuation model are unobservable </span></div>In instances where the determination of the fair value measurements is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Offering Costs<span style="font-family:inherit;font-size:10pt;">—Costs incurred by the Company, totaling </span><span style="font-family:inherit;font-size:10pt;"><span>$2.9 million</span></span>, that were directly attributable to the IPO were deferred and charged against the gross proceeds of the offering as a reduction of members’ contributed capital. 2900000 Income taxes<span style="font-family:inherit;font-size:10pt;">—The Company accounts for income taxes in accordance with ASC Topic 740, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Income Taxes</span><span style="font-family:inherit;font-size:10pt;"> (“ASC 740”), which requires an asset and liability approach for measuring deferred taxes based on temporary differences between the financial statements and tax bases of assets and liabilities existing at each balance sheet date using enacted tax rates for the years in which taxes are expected to be paid or recovered.</span><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Holding Company has elected to be treated as a corporation for U.S. federal, state, and local tax purposes and determines the provision or benefit for income taxes on an interim basis using an estimate of its annual effective tax rate and the impact of specific events as they occur. </span></div>The Company’s estimate of the Holding Company’s annual effective tax rate is subject to change based on changes in federal and state tax laws and regulations, the Holding Company’s ownership interest in the Operating Company and the Operating Company’s ownership in the San Francisco Venture, and the Company’s assessment of its deferred tax asset valuation allowance. Cumulative adjustments are made in interim periods in which the Company identifies a change in its estimate of the amount of future tax benefit when it is more likely than not that some portion of the deferred tax assets will not be realized. Among other things, the nature, frequency and severity of prior cumulative losses, forecasts of future taxable income, the duration of statutory carryforward periods, the Company’s utilization experience with operating loss and tax credit carryforwards and tax planning alternatives are considered and evaluated when assessing the need for a valuation allowance. Any increase or decrease in a valuation allowance could have a material adverse effect or beneficial effect on the Holding Company’s income tax provision and net income or loss in the period the determination is made. The Holding Company recognizes interest or penalties related to income tax matters in income tax expense. 6700000 0 0 1566000 0 0 -307000 -93000 -57000 8573000 93000 57000 Recently issued accounting pronouncements<span style="font-family:inherit;font-size:10pt;">—In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-07, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting </span><span style="font-family:inherit;font-size:10pt;">(“ASU No. 2018-07”) which simplifies the accounting of share-based payments granted to nonemployees for goods and services. Under ASU No. 2018-07, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees including the determination of the measurement date. ASU No. 2018-07 generally requires an entity to use a modified retrospective transition approach, with a cumulative-effect adjustment to </span><div style="line-height:120%;padding-top:8px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">retained earnings as of the beginning of the fiscal year of adoption. The amendments in ASU No. 2018-07 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company does not expect the adoption of ASU No. 2018-07 to have a material impact on its consolidated financial statements.</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In February 2016, the FASB issued ASU No. 2016-02,</span><span style="font-family:inherit;font-size:10pt;font-style:italic;"> Leases (Topic 842) </span><span style="font-family:inherit;font-size:10pt;">(“ASU No. 2016-02”). This ASU generally requires that lessees recognize right-of-use assets and lease liabilities on the balance sheet for operating and financing leases and also requires improved disclosures to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases. This update is effective for public entities in fiscal years beginning after December 15, 2018, including interim reporting periods within those fiscal years. The FASB has issued multiple clarifications and updates since ASU No. 2016-02 that include, but is not limited to, the ability to elect practical expedients upon transition. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Company will adopt ASU No. 2016-02 effective on January 1, 2019 on a modified retrospective basis. Consequently, comparative prior periods presented in financial statements after adoption will continue to be in accordance with current U.S. GAAP (Topic 840, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Leases</span><span style="font-family:inherit;font-size:10pt;">). Upon transition, the Company will elect the package of practical expedients, whereby the Company will not reassess whether existing contracts contain leases, the lease classification of existing leases and initial direct costs associated with those leases. Additionally, the Company expects to exclude recognition of short term leases on the balance sheet and not separate lease and nonlease components for both lessee and lessor leases. Lease payments for short term leases would continue to be recognized in the consolidated statements of operations on a straight-line basis over the lease term. The Company estimates recognizing total lease liabilities ranging from </span><span style="font-family:inherit;font-size:10pt;"><span>$25 million</span></span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;"><span>$35 million</span></span><span style="font-family:inherit;font-size:10pt;"> and corresponding right-of-use assets ranging from </span><span style="font-family:inherit;font-size:10pt;"><span>$30 million</span></span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;"><span>$40 million</span></span><span style="font-family:inherit;font-size:10pt;"> predominantly associated with leased office space. The difference between the right-of-use asset and lease liability is primarily due to the existing prepaid and deferred rent balances, resulting from historical straight-lining of operating leases, that will be reclassified upon adoption to increase or reduce the measurement of the right-of-use assets. The Company continues to evaluate the disclosure requirements and the Company’s associated processes and disclosure controls in advance of the first interim reporting period after adoption. The Company does not expect the adoption of ASU No. 2016-02 to have a material impact on the Company’s consolidated statement of operations or statement of cash flows.</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In June 2016, the FASB issued ASU No. 2016-13, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments </span><span style="font-family:inherit;font-size:10pt;">which amends the guidance on the impairment of financial instruments, including most debt instruments, trade receivables and loans. ASU No. 2016-13 adds to U.S. GAAP an impairment model known as the current expected credit loss model that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses for instruments measured at amortized cost, resulting in a net presentation of the amount expected to be collected on the financial asset. ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is currently evaluating the impact of adopting ASU No. 2016-13 on its consolidated financial statements. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Recently adopted accounting pronouncements</span><span style="font-family:inherit;font-size:10pt;">—In May 2014, the FASB issued ASU No. 2014-09, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Revenue from Contracts with Customers </span><span style="font-family:inherit;font-size:10pt;">(“ASU No. 2014-09”), which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted ASU No. 2014-09 and the related ASUs that formed ASC Topic 606, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Revenue from Contracts with Customers</span><span style="font-family:inherit;font-size:10pt;">, on January 1, 2018 using the modified retrospective approach with the cumulative effect recorded as an adjustment to opening capital. The new guidance was applied to contracts not completed at the transition date. Results for reporting periods beginning after January 1, 2018 are presented under ASC Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with historic accounting under ASC Topic 605, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Revenue Recognition, </span><span style="font-family:inherit;font-size:10pt;">and other industry specific guidance.</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The impact of adopting the new guidance primarily relates to (i) the recognition of variable incentive compensation consideration associated with the Company’s development management agreement with the Great Park Venture, which previously was recognized when contingencies associated with the amount and timing of the consideration were resolved, but under the new guidance estimates of the amount of variable consideration that the Company expects to be entitled to receive in revenue are recognized over time as management services are </span></div><div style="line-height:120%;padding-top:8px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">provided; (ii) the recognition of variable consideration from land sale contracts in the form of revenue or profit participation and marketing fees received from homebuilders, which historically have been recognized as revenue in the period in which the contingencies associated with the amount and timing of the consideration were resolved, but under the new guidance estimates of the amount of variable consideration that the Company expects to be entitled to receive in revenue, if any, are recognized at the time of land sale; (iii) the timing of revenue recognition from land sales or agriculture crop sales resulting from additional clarity in determining that the performance obligation to the customer is complete when control of the land or crop has been transferred to the customer; (iv) the impact of adoption of ASU No. 2014-09 by the Company’s unconsolidated entities; and (v) the requirement to provide more robust disclosure on the nature of the Company’s transactions, the economic substance of the arrangements and the judgments involved. </span></div><div style="line-height:120%;padding-bottom:6px;padding-top:6px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The cumulative effect of the changes made to the Company’s consolidated January 1, 2018 balance sheet from the adoption of the new revenue guidance</span><span style="font-family:inherit;font-size:10pt;font-style:italic;"> </span><span style="font-family:inherit;font-size:10pt;">were as follows (in thousands):</span><span style="font-family:inherit;font-size:10pt;font-style:italic;"> </span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:99.57264957264957%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:53%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Balance at December 31, 2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Adjustments due to ASU No. 2014-09</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Balance at January 1, 2018</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;text-decoration:underline;">ASSETS</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Inventories</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,425,892</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(9,457</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,416,435</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Investment in unconsolidated entities</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>530,007</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,067</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>533,074</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Intangible asset, net—related party</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>127,593</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(19,220</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>108,373</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Related party assets</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,158</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>38,332</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>41,490</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other assets</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,585</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>716</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>8,301</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;text-decoration:underline;">LIABILITIES</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accounts payable and other liabilities</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>167,620</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,722</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>165,898</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Related party liabilities</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>186,670</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(9,485</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>177,185</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;text-decoration:underline;">CAPITAL</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Retained earnings</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>57,841</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10,684</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>68,525</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Noncontrolling interests</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,320,208</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13,961</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,334,169</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In August 2016, the FASB issued ASU No. 2016-15, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)</span><span style="font-family:inherit;font-size:10pt;"> (“ASU No. 2016-15”) which amends the guidance in ASC Topic 230, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Statement of Cash Flows</span><span style="font-family:inherit;font-size:10pt;">, on the classification of certain cash receipts and payments in the statement of cash flows. The primary purpose of ASU No. 2016-15 is to reduce the diversity in practice that has resulted from the lack of consistent principles on this topic. The Company adopted ASU No. 2016-15 effective January 1, 2018 retrospectively with no material impact on the Company’s consolidated financial statements.</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In November 2016, the FASB issued ASU No. 2016-18, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the Emerging Issues Task Force)</span><span style="font-family:inherit;font-size:10pt;"> (“ASU No. 2016-18”) which requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flow. The Company adopted this guidance on January 1, 2018 retrospectively and as a result included restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts presented on the consolidated statement of cash flows. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The effect of the changes made to the Company’s consolidated statement of cash flow line items from the adoption of ASU No. 2016-18</span><span style="font-family:inherit;font-size:10pt;font-style:italic;"> </span><span style="font-family:inherit;font-size:10pt;">were as follows (in thousands): </span></div><div style="line-height:120%;padding-top:8px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:53%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Year Ended December 31, 2017</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">As Previously Reported</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Adjustments due to ASU No. 2016-18</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">As Adjusted</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">CASH FLOWS FROM INVESTING ACTIVITIES:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Decrease in restricted cash and certificates of deposits</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>876</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(876</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>786,174</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(876</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>785,298</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>62,304</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,343</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>64,647</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>848,478</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,467</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>849,945</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;padding-top:8px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:53%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Year Ended December 31, 2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">As Previously Reported</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Adjustments due to ASU No. 2016-18</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">As Adjusted</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">CASH FLOWS FROM INVESTING ACTIVITIES:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Decrease in restricted cash and certificates of deposits</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,574</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,574</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(46,353</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,574</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(47,927</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>108,657</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,917</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>112,574</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>62,304</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,343</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>64,647</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:8px;text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In March 2017, the FASB issued ASU No. 2017-07, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost</span><span style="font-family:inherit;font-size:10pt;"> (“ASU No. 2017-07”) which amends the guidance for the income statement presentation of the components of net periodic benefit cost for an entity’s sponsored defined benefit pension and other postretirement plans. ASU No. 2017-07 requires entities to report non-service-cost components of net periodic benefit cost outside of income from operations. The Company adopted ASU No. 2017-07 effective January 1, 2018, retrospectively, which resulted in reclassifying net periodic pension benefit of </span><span style="font-family:inherit;font-size:10pt;"><span>$93,000</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$57,000</span></span><span style="font-family:inherit;font-size:10pt;"> from selling, general, and administrative expenses to miscellaneous other income on the consolidated statement of operations for the years ended December 31, 2017 and 2016, respectively. </span></div><span style="font-family:inherit;font-size:10pt;">In May 2017, the FASB issued ASU No. 2017-09, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU No. 2017-09”)</span><span style="font-family:inherit;font-size:10pt;">. ASU No. 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in ASC Topic 718, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Compensation - Stock Compensation</span>. The Company adopted the amendments of ASU No. 2017-09 effective January 1, 2018 prospectively with no material impact on the Company’s consolidated financial statements. 25000000 35000000 30000000 40000000 1425892000 -9457000 1416435000 530007000 3067000 533074000 127593000 -19220000 108373000 3158000 38332000 41490000 7585000 716000 8301000 167620000 -1722000 165898000 186670000 -9485000 177185000 57841000 10684000 68525000 1320208000 13961000 1334169000 The effect of the changes made to the Company’s consolidated statement of cash flow line items from the adoption of ASU No. 2016-18<span style="font-family:inherit;font-size:10pt;font-style:italic;"> </span><span style="font-family:inherit;font-size:10pt;">were as follows (in thousands): </span><div style="line-height:120%;padding-top:8px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:53%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Year Ended December 31, 2017</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">As Previously Reported</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Adjustments due to ASU No. 2016-18</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">As Adjusted</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">CASH FLOWS FROM INVESTING ACTIVITIES:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Decrease in restricted cash and certificates of deposits</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>876</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(876</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>786,174</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(876</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>785,298</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>62,304</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,343</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>64,647</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>848,478</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,467</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>849,945</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:53%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Year Ended December 31, 2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">As Previously Reported</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Adjustments due to ASU No. 2016-18</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">As Adjusted</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">CASH FLOWS FROM INVESTING ACTIVITIES:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Decrease in restricted cash and certificates of deposits</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,574</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,574</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(46,353</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,574</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(47,927</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>108,657</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,917</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>112,574</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>62,304</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,343</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>64,647</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div>The application of the new revenue standard had the following impacts to the financial statement line items in the Company’s consolidated financial statements (in thousands): <div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:92.3076923076923%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:52%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:14%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Statement of Operations</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Year Ended December 31, 2018</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">As Reported</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Balances without Adoption of ASC 606</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Effect of Change</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">REVENUES:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Land sales</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>133</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>486</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(353</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Land sales—related party</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>900</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>497</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>403</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Management services—related party</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>40,976</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>23,055</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>17,921</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Operating properties</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,981</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,667</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>314</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">COSTS AND EXPENSES:</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Land sales</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(165</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(378</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>213</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Management services</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>23,962</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11,506</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12,456</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Operating properties</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,077</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,935</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>142</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">EQUITY IN (LOSS) EARNINGS FROM UNCONSOLIDATED ENTITIES</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2,163</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2,399</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>236</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">NET LOSS</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(67,945</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(73,654</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,709</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(33,231</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(36,023</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,792</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">NET LOSS ATTRIBUTABLE TO THE COMPANY</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(34,714</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(37,631</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,917</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:92.3076923076923%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:56%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Balance Sheet</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2018</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">As Reported</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Balances without Adoption of ASC 606</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Effect of Change</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;text-decoration:underline;">ASSETS</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Inventories</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,696,084</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,698,630</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2,546</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Investment in unconsolidated entities</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>532,899</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>529,596</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,303</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Intangible asset, net—related party</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>95,917</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>127,593</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(31,676</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Related party assets</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>61,039</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11,205</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>49,834</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other assets</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9,179</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>8,522</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>657</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;text-decoration:underline;">LIABILITIES</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accounts payable and other liabilities</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>161,139</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>162,588</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,449</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Related party liabilities</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>178,540</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>187,873</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(9,333</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;text-decoration:underline;">CAPITAL</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Retained earnings</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>33,811</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>20,210</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13,601</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Noncontrolling interest</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,261,491</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,244,738</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>16,753</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> 876000 -876000 0 786174000 -876000 785298000 62304000 2343000 64647000 848478000 1467000 849945000 1574000 -1574000 0 -46353000 -1574000 -47927000 108657000 3917000 112574000 62304000 2343000 64647000 -93000 -57000 REVENUES<div style="line-height:120%;padding-top:8px;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The application of the new revenue standard had the following impacts to the financial statement line items in the Company’s consolidated financial statements (in thousands): </span></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:92.3076923076923%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:52%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:14%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Statement of Operations</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Year Ended December 31, 2018</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">As Reported</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Balances without Adoption of ASC 606</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Effect of Change</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">REVENUES:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Land sales</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>133</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>486</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(353</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Land sales—related party</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>900</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>497</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>403</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Management services—related party</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>40,976</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>23,055</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>17,921</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Operating properties</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,981</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,667</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>314</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">COSTS AND EXPENSES:</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Land sales</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(165</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(378</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>213</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Management services</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>23,962</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11,506</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12,456</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Operating properties</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,077</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,935</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>142</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">EQUITY IN (LOSS) EARNINGS FROM UNCONSOLIDATED ENTITIES</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2,163</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2,399</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>236</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">NET LOSS</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(67,945</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(73,654</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,709</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(33,231</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(36,023</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,792</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">NET LOSS ATTRIBUTABLE TO THE COMPANY</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(34,714</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(37,631</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,917</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:92.3076923076923%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:56%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Balance Sheet</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2018</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">As Reported</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Balances without Adoption of ASC 606</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Effect of Change</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;text-decoration:underline;">ASSETS</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Inventories</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,696,084</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,698,630</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2,546</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Investment in unconsolidated entities</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>532,899</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>529,596</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,303</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Intangible asset, net—related party</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>95,917</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>127,593</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(31,676</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Related party assets</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>61,039</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11,205</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>49,834</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other assets</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9,179</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>8,522</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>657</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;text-decoration:underline;">LIABILITIES</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accounts payable and other liabilities</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>161,139</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>162,588</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,449</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Related party liabilities</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>178,540</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>187,873</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(9,333</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;text-decoration:underline;">CAPITAL</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Retained earnings</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>33,811</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>20,210</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13,601</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Noncontrolling interest</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,261,491</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,244,738</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>16,753</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">As a result of applying the new revenue standard, there was no impact to the Company’s operating, investing or financing activities in the consolidated statement of cash flows other than a change to net loss and therefore a corresponding impact on the reconciling items to arrive at the net cash used in operating activities.</span></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Revenues are recognized when control of the promised goods (i.e., land) or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. </span></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">At contract inception, the Company assesses the goods and services promised in its contract with its customers and identifies a performance obligation for each promise to transfer to the customer a good or service (or a series of services) that is distinct. Identified performance obligations are assessed by considering implicit and explicitly stated promises. For the distinct performance obligation related to land sales, the Company typically satisfies the performance obligations at a point in time, upon transferring control of the land (when title passes at the close of escrow). The customer is able to direct the use of, control and obtain substantially all of the benefits from the land when title passes. For the distinct performance obligation related to management services, which is comprised of a series of distinct services that are substantially the same and that have the same pattern of transfer to the customer, the Company typically satisfies the performance obligations over time as services are rendered. The customer consumes the benefits of the management services as the performance obligation is satisfied over time. The following tables present the Company’s consolidated revenues disaggregated by revenue source and reporting segment (see Note 15) (in thousands):</span></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:94.44444444444444%;border-collapse:collapse;text-align:left;"><tr><td colspan="20"/></tr><tr><td style="width:41%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="19" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Year Ended December 31, 2018</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Newhall</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">San Francisco</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Great Park</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Commercial</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Land sales</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>149</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>884</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,033</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Management services</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,397</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>35,090</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,489</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>40,976</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Operating properties</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,878</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>729</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,607</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total revenues subject to ASC 606</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,027</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,010</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>35,090</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,489</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>46,616</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Operating properties leasing revenues</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,374</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,374</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total Revenues</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,401</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,010</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>35,090</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,489</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>48,990</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Contract balances are recorded on the consolidated balance sheet in related party assets and other assets for receivables from customers and contract assets (unbilled receivables) depending on whether the customer is a related party. Similarly, contract liabilities (deferred revenue) are included in accounts payable and other liabilities and related party liabilities. When the timing of the Company’s satisfaction of a performance obligation is different from the timing of the payments made by customers, the Company recognizes either a contract asset or a contract liability. Contract assets typically consist of the Company’s estimate of contingent or variable consideration that has been included in the transaction price and recognized as revenue before the contractual payment is due. Contract liabilities typically consist of payments received by the Company prior to the Company satisfying the associated performance obligation. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Consideration in the form of contingent incentive compensation from the Company’s development management agreement with the Great Park Venture is recognized as revenue as services are provided over the expected contract term, although contractual payments are due in connection with distributions made to the members of the Great Park Venture. The Company includes in the transaction price an estimate of incentive compensation only to the extent that a significant reversal of revenue is not probable. In some of its development management agreements, the Company receives compensation equal to the actual general and administrative costs incurred by the Company’s project team. In these circumstances, the Company acts as the principal and recognizes management fee revenues on these reimbursements in the same period that these costs are incurred because the amount to which the Company has the right to invoice corresponds directly with the value consumed by the customer for the Company’s performance to date.</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Additionally, the Company’s land sale contracts may include contingent amounts of variable consideration in the form of revenue or profit participation and marketing fees received from the homebuilders in amounts that are determined from the sales price or profitability of the sold homes. Estimates of such variable consideration that the Company expects to be entitled to receive from the homebuilder, if any, is recognized as revenue and a contract asset at the time of land sale, although payments are received in future periods when homebuilders complete home sales. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Changes in estimates of variable components of transaction prices, including estimates of variable consideration that are constrained, could result in cumulative catch-up adjustments to revenue that may result in an increase or decrease to contract assets in future periods. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The opening (after initial adoption) and closing balances of the Company’s contract assets for the </span><span style="font-family:inherit;font-size:10pt;">year ended</span><span style="font-family:inherit;font-size:10pt;"> </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> were</span><span style="font-family:inherit;font-size:10pt;"><span>$39.0 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$50.6 million</span></span><span style="font-family:inherit;font-size:10pt;">, respectively. The increase of </span><span style="font-family:inherit;font-size:10pt;"><span>$11.6 million</span></span><span style="font-family:inherit;font-size:10pt;"> between the opening and closing balances of the Company’s contract assets primarily results from an increase of </span><span style="font-family:inherit;font-size:10pt;"><span>$18.6 million</span></span><span style="font-family:inherit;font-size:10pt;"> during the </span><span style="font-family:inherit;font-size:10pt;">year ended</span><span style="font-family:inherit;font-size:10pt;"> </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> as a result of a timing difference between the Company’s recognition of revenue earned for the performance of management services and contractual payments due from the customer during the period. Offsetting such increase was the derecognition of </span><span style="font-family:inherit;font-size:10pt;"><span>$7.0 million</span></span><span style="font-family:inherit;font-size:10pt;">, representing variable cash consideration related to a land sale from a previous period. In September 2018, the Company relinquished its rights to the variable consideration in favor of additional entitlements transferred from the buyer that can be used at Candlestick Point and The San Francisco Shipyard communities (see Note 10). The total transaction price for this purchase and sale agreement did not change as a result of the changes to the consideration components. The Company’s opening and closing contract liabilities for the </span><span style="font-family:inherit;font-size:10pt;">year ended</span><span style="font-family:inherit;font-size:10pt;"> </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> were insignificant. </span></div><span style="font-family:inherit;font-size:10pt;">As of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, the aggregate amount of the transaction price allocated to the Company’s partially unsatisfied performance obligations associated with the development management agreement with the Great Park Venture was </span><span style="font-family:inherit;font-size:10pt;"><span>$56.0 million</span></span>. The Company will recognize this revenue ratably as services are provided over the expected contract term, which terminates in December 2021, unless extended by mutual agreement by both the Company and the Great Park Venture. At each reporting period the Company will reassess the estimate of the amount of variable consideration the Company is expected to be entitled to such that it is probable that a significant reversal will not occur. Significant judgment is involved in management’s estimate of the amount of variable consideration included in the transaction price. In making this estimate, management utilizes projected cash flows of the operations of the Great Park Venture. These cash flows are significantly affected by estimates and assumptions related to market supply and demand, the local economy, projected pace of sales of homesites, pricing and price appreciation over the estimated selling period, the length of the estimated development and selling periods, remaining development, general, and administrative costs, and other factors. When changes in the estimate occur, a cumulative catch-up will be recorded in the period and the transaction price allocated to the unsatisfied performance obligation will be adjusted. The Company applies the disclosure exemptions associated with remaining performance obligations for contracts with an original expected term of one year or less, contracts for which revenue is recognized in proportion to the amount of services performed and variable consideration that is allocated to wholly unsatisfied performance obligations for services that form part of a series of services. 133000 486000 -353000 900000 497000 403000 40976000 23055000 17921000 6981000 6667000 314000 -165000 -378000 213000 23962000 11506000 12456000 5077000 4935000 142000 -2163000 -2399000 236000 -67945000 -73654000 5709000 -33231000 -36023000 2792000 -34714000 -37631000 2917000 1696084000 1698630000 -2546000 532899000 529596000 3303000 95917000 127593000 -31676000 61039000 11205000 49834000 9179000 8522000 657000 161139000 162588000 -1449000 178540000 187873000 -9333000 33811000 20210000 13601000 1261491000 1244738000 16753000 The following tables present the Company’s consolidated revenues disaggregated by revenue source and reporting segment (see Note 15) (in thousands):<div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:94.44444444444444%;border-collapse:collapse;text-align:left;"><tr><td colspan="20"/></tr><tr><td style="width:41%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="19" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Year Ended December 31, 2018</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Newhall</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">San Francisco</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Great Park</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Commercial</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Land sales</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>149</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>884</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,033</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Management services</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,397</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>35,090</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,489</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>40,976</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Operating properties</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,878</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>729</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,607</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total revenues subject to ASC 606</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,027</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,010</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>35,090</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,489</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>46,616</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Operating properties leasing revenues</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,374</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,374</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total Revenues</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,401</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,010</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>35,090</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,489</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>48,990</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> 149000 884000 0 0 1033000 0 4397000 35090000 1489000 40976000 3878000 729000 0 0 4607000 4027000 6010000 35090000 1489000 46616000 2374000 0 0 0 2374000 6401000 6010000 35090000 1489000 48990000 39000000.0 50600000 11600000 18600000 7000000.0 56000000.0 ACQUISITIONS AND DISPOSALS<div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">On May 2, 2016, the Company completed the Formation Transactions pursuant to the Contribution and Sale Agreement (see Note 1), in which the Company acquired a controlling financial interest in the San Francisco Venture and the Management Company. The acquisitions and the Company’s concurrent investment in the Great Park Venture (see Note 5) transformed the Company into an owner, manager and developer of real estate at three locations. In accordance with ASC 805, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Business Combinations</span><span style="font-family:inherit;font-size:10pt;">, the Company has recorded the acquired assets (including identifiable intangible assets) and liabilities at their respective fair values as of the date of the Contribution and Sale Agreement. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Company was a party to a cost sharing agreement related to the transactions that were consummated through the Contribution and Sale Agreement in which financial advisory, legal, accounting, tax and other consulting services were shared between the Company, the San Francisco Venture, the Great Park Venture and the Management Company. The Management Company acted as the administrative agent for all the parties. Transaction costs of </span><span style="font-family:inherit;font-size:10pt;"><span>$1.8 million</span></span><span style="font-family:inherit;font-size:10pt;"> was incurred directly by the Company or allocated to the Company under the cost sharing agreement during the </span><span style="font-family:inherit;font-size:10pt;">year ended</span><span style="font-family:inherit;font-size:10pt;"> </span><span style="font-family:inherit;font-size:10pt;">December 31, 2016</span><span style="font-family:inherit;font-size:10pt;"> and is included in selling, general, and administrative expense in the accompanying consolidated statement of operations. </span></div><div style="line-height:120%;padding-top:24px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">The San Francisco Venture </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">On May 2, 2016, immediately prior to completion of the Formation Transactions, the San Francisco Venture completed a separation transaction (the “Separation Transaction”) pursuant to an Amended and Restated Separation and </span></div><div style="line-height:120%;padding-top:8px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Distribution Agreement (“Separation Agreement”) in which the equity interests in a subsidiary of the San Francisco Venture known as CPHP Development, LLC (“CPHP”) were distributed directly to the members of the San Francisco Venture: (i) an affiliate of Lennar and (ii) an affiliate of Castlelake, LP (“Castlelake”). The principal terms of the Separation Agreement included the following: </span></div><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">• CPHP was transferred certain acres of land where homes were being built, as well as all responsibility for current and future residential construction on the land; </span></div><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">• Once a final subdivision map is recorded, title to a parking structure parcel at Candlestick Point (“CP Parking Parcel”) was to be conveyed to CPHP and CPHP was to assume the obligation to construct the parking structure and certain other improvements at Candlestick Point; </span></div><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">• CPHP was transferred the membership interest in Candlestick Retail Member, LLC, (“Mall Venture Member”), the entity that had entered into a joint venture (“Mall Venture”) with CAM Candlestick LLC (the “Macerich Member”) to build a fashion outlet retail shopping center (“Retail Project”) above and adjacent to the parking structure that CPHP is to construct on the CP Parking Parcel; </span></div><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">• Once a final subdivision map is recorded, the San Francisco Venture was to convey to the Mall Venture the property on which the Retail Project was to be built (the “Retail Project Property”); and </span></div><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">• CPHP assumed all of the vertical construction loans and EB-5 loan liabilities of the San Francisco Venture, subject to a reimbursement agreement for the portion of the EB-5 loans that were used to fund development of the portion of Candlestick Point and The San Francisco Shipyard that was not transferred to CPHP. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Concurrent with and pursuant to the terms and conditions of the Contribution and Sale Agreement, the limited liability company agreement of the San Francisco Venture was amended and restated to reflect among other things (1) the conversion of the existing members’ interest into Class A units of the San Francisco Venture that are redeemable, at the holder’s option, subject to certain conditions, for Class A Common Units of the Operating Company, (2) the creation of Class B units of the San Francisco Venture and (3) the appointment of the Operating Company as the manager of the San Francisco Venture. In exchange for </span><span style="font-family:inherit;font-size:10pt;"><span>378,578</span></span><span style="font-family:inherit;font-size:10pt;"> of its Class A Common Units, the Operating Company acquired </span><span style="font-family:inherit;font-size:10pt;"><span>378,578</span></span><span style="font-family:inherit;font-size:10pt;"> Class A units of the San Francisco Venture that automatically converted into an equal number of Class B units of the San Francisco Venture. As the holder of all the outstanding Class B units of the San Francisco Venture, the Operating Company owns interests that entitle it to receive </span><span style="font-family:inherit;font-size:10pt;"><span>99%</span></span><span style="font-family:inherit;font-size:10pt;"> of all distributions from the San Francisco Venture after the holders of Class A units of the San Francisco Venture have received distributions equivalent to the distributions, if any, paid on the Class A Common Units of the Operating Company. The Company has a controlling financial interest and consolidates the accounts of the San Francisco Venture and reports noncontrolling interest attributed to the outstanding Class A units of the San Francisco Venture. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The equity issued for the San Francisco Venture consisted of the following (in thousands, except unit and per unit amounts): </span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:95.41284403669725%;border-collapse:collapse;text-align:left;"><tr><td colspan="4"/></tr><tr><td style="width:84%;"/><td style="width:1%;"/><td style="width:14%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Class A Common Units in the Operating Company</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>378,578</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Class A units at the San Francisco Venture exchangeable for Class A Common Units in the Operating Company</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>37,479,205</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total units issued/issuable in consideration</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>37,857,783</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Estimated fair value per Class A Common Unit of the Operating Company</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>23.61</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total equity consideration</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>893,856</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Add: contingent consideration</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>64,870</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Less: capital commitment from seller</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(120,000</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total consideration issued for the San Francisco Venture</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>838,726</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The estimated fair value per Class A Common Unit of the Operating Company was determined using a discounted cash flow method projected for the Operating Company to determine a per unit enterprise value as of the acquisition date. As the Class A units of the San Francisco Venture are exchangeable on a </span><span style="font-family:inherit;font-size:10pt;"><span>one</span></span><span style="font-family:inherit;font-size:10pt;">-for-one basis for Class A Common Units of the Operating Company, it was determined that the unit value of a Class A unit of the San Francisco Venture is substantially equal to the unit value of a Class A Common Unit of the Operating Company. The fair value of the noncontrolling interest represented by the Class A units of the San Francisco Venture held by affiliates of Lennar and Castlelake is calculated as the product of the unit value of the Class A units of the San Francisco Venture and the number of Class A units of the San Francisco Venture outstanding and redeemable for Class A Common Units of the Operating Company. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Contingent consideration consists of the San Francisco Venture’s obligation (through a subsidiary) to convey the Retail Project Property to the Mall Venture and the CP Parking Parcel to CPHP. The Retail Project Property is to be conveyed pursuant to a development and acquisition agreement, dated November 13, 2014, between the Mall Venture and the San Francisco Venture’s subsidiary (the “Mall DAA”). The former owners of the San Francisco Venture retained the rights to </span><span style="font-family:inherit;font-size:10pt;"><span>49.9%</span></span><span style="font-family:inherit;font-size:10pt;"> of the equity ownership in the Mall Venture through the Separation Agreement; therefore, the conveyance of the Retail Project Property to the Mall Venture represents additional consideration to the former owners, contingent upon the San Francisco Venture obtaining the appropriate governmental approvals required to subdivide and convey the Retail Project Property. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In connection with the Separation Transaction, the former owners agreed to make an aggregate capital commitment to the San Francisco Venture of </span><span style="font-family:inherit;font-size:10pt;"><span>$120.0 million</span></span><span style="font-family:inherit;font-size:10pt;">, payable to the San Francisco Venture in </span><span style="font-family:inherit;font-size:10pt;"><span>four</span></span><span style="font-family:inherit;font-size:10pt;"> equal installments, with the first installment paid on May 2, 2016 and the second, third and fourth installments payable within </span><span style="font-family:inherit;font-size:10pt;"><span>90</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>180</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>270</span></span><span style="font-family:inherit;font-size:10pt;"> days thereafter. The second and third installments were paid and received by the San Francisco Venture on August 5, 2016 and November 3, 2016, respectively, and the fourth installment was received on February 2, 2017. The </span><span style="font-family:inherit;font-size:10pt;"><span>$120.0 million</span></span><span style="font-family:inherit;font-size:10pt;"> capital commitment from the selling members was determined to be an adjustment to purchase consideration since the amount is a cash inflow to the Company from the former owners of the San Francisco Venture in relation to the acquisition, thereby reducing the fair value of the consideration.</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The estimated fair value of the assets acquired and liabilities assumed, as well as the fair value of the noncontrolling interest in the San Francisco Venture as of the acquisition date, is as follows (in thousands): </span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:95.41284403669725%;border-collapse:collapse;text-align:left;"><tr><td colspan="4"/></tr><tr><td style="width:84%;"/><td style="width:1%;"/><td style="width:14%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Assets acquired:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Inventories</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,038,154</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other assets</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>827</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Liabilities assumed:</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Macerich Note</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(65,130</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accounts payable</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(17,715</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Related party liabilities</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(117,410</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net assets acquired</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>838,726</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Adjustment to equity consideration, net (see table above)</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>55,130</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>893,856</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Noncontrolling interest in the San Francisco Venture</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>884,917</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Inventories consist of land held for development and the right to receive land from the Office of Community Investment and Infrastructure, the Successor to the Redevelopment Agency of the City and County of San Francisco (the “San Francisco Agency”) in accordance with a disposition and development agreement between the San Francisco Venture’s subsidiary and the San Francisco Agency. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accounts payable consists of payables related to normal business operations. Related party liabilities consist of (i) </span><span style="font-family:inherit;font-size:10pt;"><span>$102.7 million</span></span><span style="font-family:inherit;font-size:10pt;"> in EB-5 loan reimbursements to CPHP or its subsidiaries, pursuant to reimbursement agreements that the San Francisco Venture entered into as of May 2, 2016 to reimburse CPHP or its subsidiaries for the proceeds of the EB-5 loans that were used to fund development of the portion of Candlestick Point and The San Francisco Shipyard that were not transferred to CPHP; and (ii) </span><span style="font-family:inherit;font-size:10pt;"><span>$14.6 million</span></span><span style="font-family:inherit;font-size:10pt;"> closing cash adjustment payable to CPHP (see Note 10). The Macerich Note is a </span><span style="font-family:inherit;font-size:10pt;"><span>$65.1 million</span></span><span style="font-family:inherit;font-size:10pt;"> loan from an affiliate of the Macerich Member (see Note 11).</span></div><div style="line-height:120%;padding-top:24px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Management Company </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Management Company was formed in 2009 as a joint venture between the Company’s Chairman and Chief Executive Officer, Emile Haddad, and an affiliate of Lennar. Since being formed, the Management Company had been engaged by the Company as an independent contractor to supervise the day-to-day affairs of the Company and the assets of its subsidiaries. The Company awarded the Management Company a </span><span style="font-family:inherit;font-size:10pt;"><span>2.48%</span></span><span style="font-family:inherit;font-size:10pt;"> ownership interest in the Company’s subsidiary FPL in connection with its engagement as development manager as well as a seat on the Company’s Board of Managers prior to the Formation Transactions. The Management Company has also acted as development manager for the Great Park Venture, under the terms of the development management agreement. Prior to the Formation Transactions, the Management Company also held an ownership interest in the Great Park Venture through an investment in a joint venture with an affiliate of Castlelake (“FPC-HF Venture I”). In 2014, the Management Company sold the rights to </span><span style="font-family:inherit;font-size:10pt;"><span>12.5%</span></span><span style="font-family:inherit;font-size:10pt;"> of all incentive compensation under the development management agreement to FPC-HF Venture I in exchange for its ownership interest in FPC-HF Venture I. Concurrent with and pursuant to the terms and conditions of the Contribution </span></div><div style="line-height:120%;padding-top:8px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">and Sale Agreement, the Management Company amended and restated its limited partnership agreement. Among other things, the principal organizational changes that occurred were as follows: </span></div><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">• Distribution of the Management Company’s ownership interest in FPC-HF Venture I (see Note 5), to its selling shareholders, Emile Haddad and an affiliate of Lennar; </span></div><div style="line-height:120%;padding-top:6px;text-align:left;font-size:1pt;"><span style="font-family:inherit;font-size:1pt;"> </span></div><div style="line-height:120%;text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">• The partnership interests were converted into </span><span style="font-family:inherit;font-size:10pt;"><span>two</span></span><span style="font-family:inherit;font-size:10pt;"> classes of partnership interests, designated as Class A interests and Class B interests. Holders of the Management Company’s Class B interests are entitled to receive distributions from the Management Company equal to the amount of any incentive compensation payments the Management Company receives under the development management agreement, as amended and restated (the “A&amp;R DMA”), characterized as “Legacy Incentive Compensation.” Holders of Class A interests are entitled to all other distributions; and </span></div><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">• Admission of FPC-HF Venture I as a </span><span style="font-family:inherit;font-size:10pt;"><span>12.5%</span></span><span style="font-family:inherit;font-size:10pt;"> holder of the Management Company’s Class B interests in exchange for FPC-HF Venture I’s contribution of its right to </span><span style="font-family:inherit;font-size:10pt;"><span>12.5%</span></span><span style="font-family:inherit;font-size:10pt;"> of the Legacy Incentive Compensation, as defined and discussed in Note 10. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">By acquiring all of the stock of Five Point Communities Management, Inc. and all of the Class A interests of Five Point Communities, LP, the Company obtained a controlling financial interest in the Management Company and is able to direct all business decisions of the Management Company. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The equity issued for the Management Company, consisted of the following (in thousands, except unit/share and per unit amounts): </span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:95.41284403669725%;border-collapse:collapse;text-align:left;"><tr><td colspan="4"/></tr><tr><td style="width:85%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Class A common shares of the Company</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>798,161</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Class A Common Units of the Operating Company</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,549,629</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total units/shares issued in consideration</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,347,790</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Estimated fair value per Class A Common Unit of the Operating Company and Class A common share of the Company</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>23.61</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total equity consideration</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>173,488</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Add: available cash distribution</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>450</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total consideration issued for the Management Company</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>173,938</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">A Class A common share of the Company and a Class A Common Unit of the Operating Company issued as consideration were each valued at </span><span style="font-family:inherit;font-size:10pt;"><span>$23.61</span></span><span style="font-family:inherit;font-size:10pt;">. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The estimated total purchase price was allocated to Management Company’s assets and liabilities based upon fair values as determined by the Company, as follows (in thousands): </span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:95.41284403669725%;border-collapse:collapse;text-align:left;"><tr><td colspan="4"/></tr><tr><td style="width:85%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Assets acquired:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Investment in FPL</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>70,000</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Intangible asset</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>129,705</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Cash</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,664</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Legacy Incentive Compensation receivable from related party</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>56,232</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Related party receivables</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,282</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Prepaid expenses and other current assets</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>328</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Liabilities assumed:</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other liabilities</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2,397</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Related party liabilities</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(81,996</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accrued employee benefits</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(6,880</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net assets acquired</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>173,938</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The intangible asset is a contract asset resulting from the incentive compensation provisions of the A&amp;R DMA. The A&amp;R DMA has an original term commencing on December 29, 2010 and ending on December 31, 2021, with options to renew at the mutual agreement of terms and provisions by both the Company and the Great Park Venture for three additional years and then two additional years. The intangible asset will be amortized over the contract period based on the pattern in which the economic benefits are expected to be received. The investment in FPL, which was stepped up to fair value, eliminates in consolidation as FPL is a consolidated subsidiary of the Company. Related party liabilities are </span></div><div style="line-height:120%;padding-top:8px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">comprised of the Class B distribution rights that were held by Emile Haddad, an affiliate of Lennar and FPC-HF Venture I. The Class B interests were determined to not be a substantive form of equity because the interests only entitle the holders to the Legacy Incentive Compensation payments, and does not expose the holders to the net assets or residual interest of Management Company. Class B distributions will be made when the Management Company receives Legacy Incentive Compensation payments under the A&amp;R DMA. As of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, the Management Company had received </span><span style="font-family:inherit;font-size:10pt;"><span>$58.3 million</span></span><span style="font-family:inherit;font-size:10pt;"> of the Legacy Incentive Compensation and made distributions in the same amount to the holders of Class B interests. Related party liabilities also includes an obligation to the Operating Company for </span><span style="font-family:inherit;font-size:10pt;"><span>$14.1 million</span></span><span style="font-family:inherit;font-size:10pt;"> representing </span><span style="font-family:inherit;font-size:10pt;"><span>12.5%</span></span><span style="font-family:inherit;font-size:10pt;"> of the Non-Legacy Incentive Compensation under the A&amp;R DMA that the Management Company previously sold to FPC-HF Venture I and that the Operating Company acquired from FPC-HF Venture I in connection with the Contribution and Sale Agreement (see Note 10). This obligation and the Operating Company’s acquired asset are eliminated in the accompanying consolidated balance sheets as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and 2017. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Company recorded revenue and losses related to the acquisition of the Management Company and the San Francisco Venture for the </span><span style="font-family:inherit;font-size:10pt;">year ended</span><span style="font-family:inherit;font-size:10pt;"> December 31, 2016 as follows (in thousands): </span></div><div style="line-height:120%;padding-top:8px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:62.99694189602446%;border-collapse:collapse;text-align:left;"><tr><td colspan="4"/></tr><tr><td style="width:84%;"/><td style="width:1%;"/><td style="width:14%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Revenue</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>15,223</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Loss</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(11,992</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:24px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Tournament Players Club at Valencia Golf Course Disposal</span></div><span style="font-family:inherit;font-size:10pt;">In January 2018, the Tournament Players Club at Valencia Golf Course was sold for net cash proceeds of </span><span style="font-family:inherit;font-size:10pt;"><span>$5.7 million</span></span><span style="font-family:inherit;font-size:10pt;">, and the buyer’s assumption of certain liabilities, including certain club membership related liabilities. The Company recognized a gain of </span><span style="font-family:inherit;font-size:10pt;"><span>$6.7 million</span></span><span style="font-family:inherit;font-size:10pt;"> as a result of the sale and such gain is included in miscellaneous other income in the consolidated statement of operations for the </span><span style="font-family:inherit;font-size:10pt;">year ended</span><span style="font-family:inherit;font-size:10pt;"> </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">. The property was operated by the Company as an amenity to the Newhall segment’s fully developed Valencia community and the gain on the sale is included in the Newhall segment’s results for the </span><span style="font-family:inherit;font-size:10pt;">year ended</span><span style="font-family:inherit;font-size:10pt;"> </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span>. 1800000 378578 378578 0.99 378578 37479205 37857783 23.61 893856000 64870000 120000000 838726000 1 0.499 120000000.0 4 P90D P180D P270D 120000000.0 1038154000 827000 65130000 17715000 117410000 838726000 55130000 893856000 884917000 102700000 14600000 65100000 0.0248 0.125 2 0.125 0.125 The equity issued for the Management Company, consisted of the following (in thousands, except unit/share and per unit amounts): <div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:95.41284403669725%;border-collapse:collapse;text-align:left;"><tr><td colspan="4"/></tr><tr><td style="width:85%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Class A common shares of the Company</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>798,161</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Class A Common Units of the Operating Company</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,549,629</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total units/shares issued in consideration</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,347,790</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Estimated fair value per Class A Common Unit of the Operating Company and Class A common share of the Company</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>23.61</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total equity consideration</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>173,488</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Add: available cash distribution</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>450</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total consideration issued for the Management Company</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>173,938</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div>The equity issued for the San Francisco Venture consisted of the following (in thousands, except unit and per unit amounts): <div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:95.41284403669725%;border-collapse:collapse;text-align:left;"><tr><td colspan="4"/></tr><tr><td style="width:84%;"/><td style="width:1%;"/><td style="width:14%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Class A Common Units in the Operating Company</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>378,578</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Class A units at the San Francisco Venture exchangeable for Class A Common Units in the Operating Company</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>37,479,205</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total units issued/issuable in consideration</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>37,857,783</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Estimated fair value per Class A Common Unit of the Operating Company</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>23.61</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total equity consideration</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>893,856</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Add: contingent consideration</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>64,870</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Less: capital commitment from seller</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(120,000</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total consideration issued for the San Francisco Venture</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>838,726</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> 798161 6549629 7347790 23.61 173488000 450000 173938000 23.61 The estimated total purchase price was allocated to Management Company’s assets and liabilities based upon fair values as determined by the Company, as follows (in thousands): <div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:95.41284403669725%;border-collapse:collapse;text-align:left;"><tr><td colspan="4"/></tr><tr><td style="width:85%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Assets acquired:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Investment in FPL</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>70,000</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Intangible asset</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>129,705</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Cash</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,664</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Legacy Incentive Compensation receivable from related party</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>56,232</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Related party receivables</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,282</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Prepaid expenses and other current assets</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>328</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Liabilities assumed:</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other liabilities</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2,397</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Related party liabilities</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(81,996</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accrued employee benefits</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(6,880</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net assets acquired</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>173,938</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div>The estimated fair value of the assets acquired and liabilities assumed, as well as the fair value of the noncontrolling interest in the San Francisco Venture as of the acquisition date, is as follows (in thousands): <div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:95.41284403669725%;border-collapse:collapse;text-align:left;"><tr><td colspan="4"/></tr><tr><td style="width:84%;"/><td style="width:1%;"/><td style="width:14%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Assets acquired:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Inventories</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,038,154</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other assets</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>827</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Liabilities assumed:</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Macerich Note</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(65,130</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accounts payable</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(17,715</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Related party liabilities</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(117,410</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net assets acquired</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>838,726</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Adjustment to equity consideration, net (see table above)</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>55,130</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>893,856</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Noncontrolling interest in the San Francisco Venture</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>884,917</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> 70000000 129705000 3664000 56232000 5282000 328000 2397000 81996000 6880000 173938000 -58300000 14100000 0.125 The Company recorded revenue and losses related to the acquisition of the Management Company and the San Francisco Venture for the <span style="font-family:inherit;font-size:10pt;">year ended</span><span style="font-family:inherit;font-size:10pt;"> December 31, 2016 as follows (in thousands): </span><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:62.99694189602446%;border-collapse:collapse;text-align:left;"><tr><td colspan="4"/></tr><tr><td style="width:84%;"/><td style="width:1%;"/><td style="width:14%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Revenue</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>15,223</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Loss</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(11,992</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr></table></div> 15223000 -11992000 5700000 6700000 INVESTMENT IN UNCONSOLIDATED ENTITIES <div style="line-height:120%;padding-top:8px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Great Park Venture </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">On May 2, 2016, concurrent with and pursuant to the terms and conditions of the Contribution and Sale Agreement, the Great Park Venture amended and restated its limited liability company agreement, which split the previous interests in Great Park Venture into two classes of interests—“Percentage Interests” and “Legacy Interests.” The pre-Formation Transaction owners of Great Park Venture retained the Legacy Interests, which entitle them to receive priority distributions in an aggregate amount equal to </span><span style="font-family:inherit;font-size:10pt;"><span>$476.0 million</span></span><span style="font-family:inherit;font-size:10pt;"> and up to an additional </span><span style="font-family:inherit;font-size:10pt;"><span>$89.0 million</span></span><span style="font-family:inherit;font-size:10pt;"> from subsequent distributions of cash depending on the performance of the Great Park Venture. The holders of the Percentage Interests will receive all other distributions. As of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, the Great Park Venture has made distributions to the holders of Legacy Interests in the aggregate amount of </span><span style="font-family:inherit;font-size:10pt;"><span>$355.0 million</span></span><span style="font-family:inherit;font-size:10pt;">. Pursuant to the Contribution and Sale Agreement, the Operating Company acquired </span><span style="font-family:inherit;font-size:10pt;"><span>37.5%</span></span><span style="font-family:inherit;font-size:10pt;"> of the Percentage Interests in exchange for issuing </span><span style="font-family:inherit;font-size:10pt;"><span>17,749,756</span></span><span style="font-family:inherit;font-size:10pt;"> Class A Common Units in the Operating Company to an affiliate of Lennar and to FPC-HF Venture I. Great Park Venture is the owner of Great Park Neighborhoods, a mixed-use, master planned community located in Orange County, California. The Company, through its acquisition of the Management Company, has been engaged to manage the planning, development and sale of the Great Park Neighborhoods and supervise the day-to-day affairs of the Great Park Venture. The Great Park Venture is managed by an executive committee comprised of representatives appointed by only the holders of Percentage Interest. The Company does not control the actions of the executive committee. </span></div><div style="line-height:120%;padding-top:6px;text-align:left;font-size:1pt;"><span style="font-family:inherit;font-size:1pt;"> </span></div><div style="line-height:120%;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The cost of the Company’s investment in the Great Park Venture was </span><span style="font-family:inherit;font-size:10pt;"><span>$114.2 million</span></span><span style="font-family:inherit;font-size:10pt;"> higher than the Company’s underlying equity in the carrying value of net assets of the Great Park Venture (basis difference). The Company’s earnings from the equity method investment are adjusted by amortization and accretion of the basis differences as the assets and liabilities that gave rise to the basis difference are sold, settled or amortized. </span></div><div style="line-height:120%;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table summarizes the statement of operations of the Great Park Venture for years ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> and for the period from the acquisition date of May 2, 2016 to December 31, 2016 (in thousands): </span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:53%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Land sale revenues</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>175,689</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>480,934</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>22,505</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Cost of land sales</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(118,115</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(339,100</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(12,093</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other costs and expenses</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(54,506</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(105,772</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(82,392</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net income (loss) of Great Park Venture</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,068</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>36,062</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(71,980</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Company’s share of net income (loss)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,151</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13,523</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(26,992</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Basis difference (amortization) accretion</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2,057</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(7,763</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>25,636</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Equity in (loss) earnings from Great Park Venture</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(906</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,760</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,356</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr></table></div></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table summarizes the balance sheet data of the Great Park Venture and the Company’s investment balance as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> (in thousands): </span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:59%;"/><td style="width:1%;"/><td style="width:18%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:18%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Inventories</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,059,717</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,089,513</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Cash and cash equivalents</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>60,663</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>336,313</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Receivable and other assets</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>33,836</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>21,778</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total assets</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,154,216</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,447,604</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accounts payable and other liabilities</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>152,809</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>225,588</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Redeemable Legacy Interests</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>209,967</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>445,000</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Capital (Percentage Interest)</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>791,440</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>777,016</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total liabilities and capital</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,154,216</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,447,604</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Company’s share of capital in Great Park Venture</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>296,790</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>291,381</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Unamortized basis difference</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>128,863</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>132,111</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Company’s investment in the Great Park Venture</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>425,653</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>423,492</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-bottom:8px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Gateway Commercial Venture</span></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">On August 4, 2017, the Company entered into the Limited Liability Company Agreement of Five Point Office Venture Holdings I, LLC, a Delaware limited liability company (the “Gateway Commercial Venture”), made a capital contribution of </span><span style="font-family:inherit;font-size:10pt;"><span>$106.5 million</span></span><span style="font-family:inherit;font-size:10pt;"> to the Gateway Commercial Venture, and received a </span><span style="font-family:inherit;font-size:10pt;"><span>75%</span></span><span style="font-family:inherit;font-size:10pt;"> interest in the venture. The Gateway Commercial Venture is governed by an executive committee in which the Company is entitled to appoint </span><span style="font-family:inherit;font-size:10pt;"><span>two</span></span><span style="font-family:inherit;font-size:10pt;"> individuals. One of the other members of the Gateway Commercial Venture is also entitled to appoint </span><span style="font-family:inherit;font-size:10pt;"><span>two</span></span><span style="font-family:inherit;font-size:10pt;"> 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.</span></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">On August 10, 2017, through its wholly owned subsidiaries, the Gateway Commercial Venture completed the purchase of the Five Point Gateway Campus located in Irvine, California. The purchase price of </span><span style="font-family:inherit;font-size:10pt;"><span>$443.0 million</span></span><span style="font-family:inherit;font-size:10pt;"> was funded using capital contributions by the members of the Gateway Commercial Venture and </span><span style="font-family:inherit;font-size:10pt;"><span>$291.2 million</span></span><span style="font-family:inherit;font-size:10pt;"> in debt financing. The financing arrangement also provides for an additional </span><span style="font-family:inherit;font-size:10pt;"><span>$48.0 million</span></span><span style="font-family:inherit;font-size:10pt;"> to be borrowed for the cost of tenant improvements, leasing expenditures and certain capital expenditures. The debt obtained by the Gateway Commercial Venture is non-recourse to the Company other than in the case of customary “bad act” or bankruptcy or insolvency events. In July 2018, the Company made a capital contribution of </span><span style="font-family:inherit;font-size:10pt;"><span>$8.4 million</span></span><span style="font-family:inherit;font-size:10pt;"> to the Gateway Commercial Venture. The contribution, which related to funding of tenant improvements, is expected to be distributed back to the Company following completion of the tenant improvements. As of December 31, 2018, the Gateway Commercial Venture has made distributions totaling </span><span style="font-family:inherit;font-size:10pt;"><span>$6.5 million</span></span><span style="font-family:inherit;font-size:10pt;"> to the Company with the remaining balance expected to be received in 2019.</span></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table summarizes the statement of operations of the Gateway Commercial Venture for the year ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and from August 4, 2017 (the date of our initial investment) to December 31, 2017 (in thousands): </span></div><div style="line-height:120%;padding-bottom:8px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:59%;"/><td style="width:1%;"/><td style="width:18%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:18%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Rental revenues</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>26,580</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9,245</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Rental operating and other expenses</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(4,963</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,091</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Depreciation and amortization </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(11,730</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(4,504</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Interest expense</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(11,563</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(3,629</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net (loss) income of Gateway Commercial Venture</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,676</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>21</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Equity in (loss) earnings from Gateway Commercial Venture</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,257</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>16</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table summarizes the balance sheet data of the Gateway Commercial Venture and the Company’s investment balance as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> (in thousands):</span></div><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:59%;"/><td style="width:1%;"/><td style="width:18%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:18%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Real estate and related intangible assets, net</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>464,123</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>448,795</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other assets</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>14,833</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,211</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total assets</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>478,956</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>456,006</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Notes payable, net</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>295,440</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>286,795</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other liabilities, net</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>40,521</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>27,190</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Members’ capital</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>142,995</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>142,021</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total liabilities and capital</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>478,956</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>456,006</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Company’s investment in the Gateway Commercial Venture</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>107,246</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>106,516</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> 476000000.0 89000000.0 355000000.0 0.375 17749756 114200000 <br/><div style="line-height:120%;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table summarizes the statement of operations of the Great Park Venture for years ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> and for the period from the acquisition date of May 2, 2016 to December 31, 2016 (in thousands): </span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:53%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Land sale revenues</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>175,689</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>480,934</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>22,505</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Cost of land sales</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(118,115</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(339,100</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(12,093</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other costs and expenses</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(54,506</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(105,772</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(82,392</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net income (loss) of Great Park Venture</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,068</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>36,062</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(71,980</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Company’s share of net income (loss)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,151</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13,523</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(26,992</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Basis difference (amortization) accretion</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2,057</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(7,763</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>25,636</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Equity in (loss) earnings from Great Park Venture</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(906</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,760</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,356</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr></table></div></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table summarizes the balance sheet data of the Great Park Venture and the Company’s investment balance as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> (in thousands): </span></div><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:59%;"/><td style="width:1%;"/><td style="width:18%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:18%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Inventories</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,059,717</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,089,513</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Cash and cash equivalents</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>60,663</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>336,313</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Receivable and other assets</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>33,836</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>21,778</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total assets</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,154,216</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,447,604</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accounts payable and other liabilities</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>152,809</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>225,588</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Redeemable Legacy Interests</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>209,967</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>445,000</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Capital (Percentage Interest)</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>791,440</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>777,016</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total liabilities and capital</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,154,216</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,447,604</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Company’s share of capital in Great Park Venture</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>296,790</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>291,381</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Unamortized basis difference</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>128,863</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>132,111</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Company’s investment in the Great Park Venture</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>425,653</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>423,492</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div>The following table summarizes the statement of operations of the Gateway Commercial Venture for the year ended <span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and from August 4, 2017 (the date of our initial investment) to December 31, 2017 (in thousands): </span><div style="line-height:120%;padding-bottom:8px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:59%;"/><td style="width:1%;"/><td style="width:18%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:18%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Rental revenues</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>26,580</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9,245</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Rental operating and other expenses</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(4,963</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,091</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Depreciation and amortization </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(11,730</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(4,504</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Interest expense</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(11,563</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(3,629</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net (loss) income of Gateway Commercial Venture</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,676</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>21</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Equity in (loss) earnings from Gateway Commercial Venture</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,257</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>16</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table summarizes the balance sheet data of the Gateway Commercial Venture and the Company’s investment balance as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> (in thousands):</span></div><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:59%;"/><td style="width:1%;"/><td style="width:18%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:18%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Real estate and related intangible assets, net</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>464,123</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>448,795</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other assets</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>14,833</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,211</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total assets</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>478,956</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>456,006</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Notes payable, net</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>295,440</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>286,795</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other liabilities, net</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>40,521</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>27,190</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Members’ capital</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>142,995</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>142,021</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total liabilities and capital</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>478,956</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>456,006</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Company’s investment in the Gateway Commercial Venture</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>107,246</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>106,516</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> 175689000 480934000 22505000 118115000 339100000 12093000 54506000 105772000 82392000 3068000 36062000 -71980000 1151000 13523000 -26992000 -2057000 -7763000 25636000 -906000 5760000 -1356000 1059717000 1089513000 60663000 336313000 33836000 21778000 1154216000 1447604000 152809000 225588000 209967000 445000000 791440000 777016000 1154216000 1447604000 296790000 291381000 128863000 132111000 425653000 423492000 106500000 0.75 2 2 443000000.0 291200000 48000000.0 8400000 6500000 26580000 9245000 4963000 1091000 11730000 4504000 11563000 3629000 -1676000 21000 -1257000 16000 464123000 448795000 14833000 7211000 478956000 456006000 295440000 286795000 40521000 27190000 142995000 142021000 478956000 456006000 107246000 106516000 NONCONTROLLING INTERESTS <div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Holding Company’s wholly owned subsidiary is the managing general partner of the Operating Company and at </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, the Holding Company and its wholly owned subsidiary owned approximately </span><span style="font-family:inherit;font-size:10pt;"><span>61.7%</span></span><span style="font-family:inherit;font-size:10pt;"> of the outstanding Class A Common Units of the Operating Company, </span><span style="font-family:inherit;font-size:10pt;"><span>100%</span></span><span style="font-family:inherit;font-size:10pt;"> 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 </span><span style="font-family:inherit;font-size:10pt;"><span>38.3%</span></span><span style="font-family:inherit;font-size:10pt;"> of the outstanding Class A Common Units of the Operating Company. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">After a </span><span style="font-family:inherit;font-size:10pt;"><span>12</span></span><span style="font-family:inherit;font-size:10pt;"> 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 </span><span style="font-family:inherit;font-size:10pt;"><span>one</span></span><span style="font-family:inherit;font-size:10pt;">-for-one basis (subject to adjustment in the event of share splits, distributions of shares, warrants or share rights, specified extraordinary </span></div><div style="line-height:120%;padding-top:8px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">distributions and similar events), or (ii) cash in an amount equal to the market value of such shares at the time of exchange. Whether such units are acquired by the Company in exchange for Class A common shares or for cash, if the holder also owns Class B common shares, then an equal number of that holder’s Class B common shares will automatically convert into Class A common shares, at a ratio of </span><span style="font-family:inherit;font-size:10pt;"><span>0.0003</span></span><span style="font-family:inherit;font-size:10pt;"> 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. </span></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:48px;font-size:1pt;"><span style="font-family:inherit;font-size:1pt;"> </span></div><div style="line-height:120%;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The San Francisco Venture has </span><span style="font-family:inherit;font-size:10pt;"><span>two</span></span><span style="font-family:inherit;font-size:10pt;"> classes of units—Class A units and Class B 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 affiliates of Lennar and affiliates of 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. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;"><span>one</span></span><span style="font-family:inherit;font-size:10pt;">-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 that would result in the Holding Company’s ownership of the Operating Company falling below </span><span style="font-family:inherit;font-size:10pt;"><span>50.1%</span></span><span style="font-family:inherit;font-size:10pt;">, 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 </span><span style="font-family:inherit;font-size:10pt;"><span>12</span></span><span style="font-family:inherit;font-size:10pt;"> 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.</span></div><div style="line-height:120%;padding-bottom:8px;padding-top:8px;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Pursuant to the First Amendment to the Second Amended and Restated Limited Liability Company Agreement of The Shipyard Communities, LLC, dated as of February 13, 2019, the San Francisco Venture was authorized to issue Class C units to an affiliate of Lennar that agreed to contribute </span><span style="font-family:inherit;font-size:10pt;"><span>$25.0 million</span></span><span style="font-family:inherit;font-size:10pt;"> to the San Francisco Venture in exchange for the issuance of </span><span style="font-family:inherit;font-size:10pt;"><span>25 million</span></span><span style="font-family:inherit;font-size:10pt;"> units of the new class of membership interest. Provided that Lennar completes the construction of a certain number of new homes in Candlestick Point as contemplated under its 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 Candlestick Point project, in an aggregate amount equal to 50% of any reimbursements up to a maximum amount of </span><span style="font-family:inherit;font-size:10pt;"><span>$25.0 million</span></span><span style="font-family:inherit;font-size:10pt;">. Upon a liquidation of the San Francisco Venture, the holders of Class C Units are entitled to a liquidation preference in an aggregate amount equal to the cumulative amount of reimbursements received, less the aggregate amount previously paid to redeem Class C units. The maximum amount payable by the San Francisco Venture pursuant to redemptions or liquidation of the Class C units is </span><span style="font-family:inherit;font-size:10pt;"><span>$25.0 million</span></span><span style="font-family:inherit;font-size:10pt;">. The holders of Class C units are not entitled to receive distributions. In connection with the issuance of the Class C units, the San Francisco Venture agreed to spend </span><span style="font-family:inherit;font-size:10pt;"><span>$25.0 million</span></span><span style="font-family:inherit;font-size:10pt;"> on the development of infrastructure and/or parking facilities at the Company’s Candlestick Point development.</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net (loss) income attributable to the noncontrolling interests on the consolidated statements of operations represents the portion of earnings attributable to the economic interest in the Company held by the noncontrolling interests. The Company allocates (loss) income to noncontrolling interests based on the substantive profit sharing provisions of the applicable operating agreements.</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 (see Note 7). Additionally, other issuances of common shares of the Holding Company or common units of the Operating Company results in changes to the noncontrolling interest percentage as well as the total net assets of the Company. As a result, all equity transactions result in an allocation between equity and the noncontrolling interest in the Company’s consolidated balance sheets and statements of capital to account for the changes in the noncontrolling interest ownership percentage as well as the change in total net assets of the Company.</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">During the </span><span style="font-family:inherit;font-size:10pt;">year ended</span><span style="font-family:inherit;font-size:10pt;"> </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, the Holding Company increased its ownership interest in the Operating Company as a result of equity transactions related to the Company’s share-based compensation plan and </span></div><span style="font-family:inherit;font-size:10pt;">exchanges of Class A Common Units of the Operating Company for Class A common shares. During the </span><span style="font-family:inherit;font-size:10pt;">year ended</span><span style="font-family:inherit;font-size:10pt;"> </span><span style="font-family:inherit;font-size:10pt;">December 31, 2017</span>, the Holding Company’s ownership interest in the Operating Company changed as a result of the Holding Company acquiring Class A Common Units of the Operating Company with the proceeds of the Holding Company’s IPO, the sale of Class A Common Units of the Operating Company in a private placement with Lennar, and equity transactions related to the Company’s share-based compensation plan. 0.617 1 0.383 P12M 1 0.0003 2 1 0.501 P12M 25000000.0 25000000 25000000.0 25000000.0 25000000.0 CONSOLIDATED VARIABLE INTEREST ENTITY <div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 TRA related obligation, which was </span><span style="font-family:inherit;font-size:10pt;"><span>$169.5 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$152.5 million</span></span><span style="font-family:inherit;font-size:10pt;"> at </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> respectively. The Operating Company has investments in and consolidates the assets and liabilities of the San Francisco Venture, Five Point Communities, LP and FPL, all of which have also been determined to be VIEs. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The San Francisco Venture is a VIE as the limited partners (or functional equivalent) 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 its 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 the Operating Company can prevent or cause the San Francisco Venture from making distributions on its units, and the Operating Company would receive </span><span style="font-family:inherit;font-size:10pt;"><span>99%</span></span><span style="font-family:inherit;font-size:10pt;"> of any such distributions (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. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">As of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, the San Francisco Venture had total combined assets of </span><span style="font-family:inherit;font-size:10pt;"><span>$1,151.4 million</span></span><span style="font-family:inherit;font-size:10pt;">, primarily comprised of </span><span style="font-family:inherit;font-size:10pt;"><span>$1,137.0 million</span></span><span style="font-family:inherit;font-size:10pt;"> of inventories and </span><span style="font-family:inherit;font-size:10pt;"><span>$12.3 million</span></span><span style="font-family:inherit;font-size:10pt;"> in cash and total combined liabilities of </span><span style="font-family:inherit;font-size:10pt;"><span>$260.8 million</span></span><span style="font-family:inherit;font-size:10pt;"> including </span><span style="font-family:inherit;font-size:10pt;"><span>$168.9 million</span></span><span style="font-family:inherit;font-size:10pt;"> in related party liabilities and </span><span style="font-family:inherit;font-size:10pt;"><span>$65.1 million</span></span><span style="font-family:inherit;font-size:10pt;"> in notes payable.</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">As of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2017</span><span style="font-family:inherit;font-size:10pt;">, the San Francisco Venture had total combined assets of </span><span style="font-family:inherit;font-size:10pt;"><span>$1,074.1 million</span></span><span style="font-family:inherit;font-size:10pt;">, primarily comprised of </span><span style="font-family:inherit;font-size:10pt;"><span>$1,063.9 million</span></span><span style="font-family:inherit;font-size:10pt;"> of inventories and </span><span style="font-family:inherit;font-size:10pt;"><span>$8.4 million</span></span><span style="font-family:inherit;font-size:10pt;"> in cash and total combined liabilities of </span><span style="font-family:inherit;font-size:10pt;"><span>$269.2 million</span></span><span style="font-family:inherit;font-size:10pt;"> including </span><span style="font-family:inherit;font-size:10pt;"><span>$177.4 million</span></span><span style="font-family:inherit;font-size:10pt;"> in related party liabilities and </span><span style="font-family:inherit;font-size:10pt;"><span>$65.1 million</span></span><span style="font-family:inherit;font-size:10pt;"> in notes payable.</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Those assets are owned by, and those liabilities are obligations of, the San Francisco Venture, not the Company. The San Francisco Venture is not a guarantor 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 debt. 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. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Company and other partners 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 did not guarantee any debt of the San Francisco Venture. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Five Point Communities, LP and FPL are VIEs as in each case the limited partners (or functional equivalent) have disproportionately fewer voting rights and substantially all of the activities of the entities are conducted on behalf of the limited partners and their related parties. The Operating Company, or a wholly owned subsidiary of the Operating Company, is the primary beneficiary of Five Point Communities, LP and FPL. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">As of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, Five Point Communities, LP and FPL had combined assets of </span><span style="font-family:inherit;font-size:10pt;"><span>$745.3 million</span></span><span style="font-family:inherit;font-size:10pt;">, primarily comprised of </span><span style="font-family:inherit;font-size:10pt;"><span>$559.1 million</span></span><span style="font-family:inherit;font-size:10pt;"> of inventories, </span><span style="font-family:inherit;font-size:10pt;"><span>$95.9 million</span></span><span style="font-family:inherit;font-size:10pt;"> of intangibles, </span><span style="font-family:inherit;font-size:10pt;"><span>$54.3 million</span></span><span style="font-family:inherit;font-size:10pt;"> in related party assets and </span><span style="font-family:inherit;font-size:10pt;"><span>$0.1 million</span></span><span style="font-family:inherit;font-size:10pt;"> in cash, and total combined liabilities of </span><span style="font-family:inherit;font-size:10pt;"><span>$118.1 million</span></span><span style="font-family:inherit;font-size:10pt;">, including </span><span style="font-family:inherit;font-size:10pt;"><span>$108.6 million</span></span><span style="font-family:inherit;font-size:10pt;"> in accounts payable and other liabilities and </span><span style="font-family:inherit;font-size:10pt;"><span>$9.5 million</span></span><span style="font-family:inherit;font-size:10pt;"> in related party liabilities.</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">As of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2017</span><span style="font-family:inherit;font-size:10pt;">, Five Point Communities, LP and FPL had combined assets of </span><span style="font-family:inherit;font-size:10pt;"><span>$543.5 million</span></span><span style="font-family:inherit;font-size:10pt;">, primarily comprised of </span><span style="font-family:inherit;font-size:10pt;"><span>$361.9 million</span></span><span style="font-family:inherit;font-size:10pt;"> of inventories, </span><span style="font-family:inherit;font-size:10pt;"><span>$127.6 million</span></span><span style="font-family:inherit;font-size:10pt;"> of intangibles, </span><span style="font-family:inherit;font-size:10pt;"><span>$3.1 million</span></span><span style="font-family:inherit;font-size:10pt;"> in related party assets and </span><span style="font-family:inherit;font-size:10pt;"><span>$12.3 million</span></span><span style="font-family:inherit;font-size:10pt;"> in cash, and total combined liabilities of </span><span style="font-family:inherit;font-size:10pt;"><span>$131.0 million</span></span><span style="font-family:inherit;font-size:10pt;">, including </span><span style="font-family:inherit;font-size:10pt;"><span>$117.1 million</span></span><span style="font-family:inherit;font-size:10pt;"> in accounts payable and other liabilities and </span><span style="font-family:inherit;font-size:10pt;"><span>$9.1 million</span></span><span style="font-family:inherit;font-size:10pt;"> in related party liabilities. </span></div><span style="font-family:inherit;font-size:10pt;">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 years ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2016</span>, respectively, there were no VIEs that were deconsolidated. 169500000 152500000 0.99 1151400000 1137000000.0 12300000 260800000 168900000 65100000 1074100000 1063900000 8400000 269200000 177400000 65100000 745300000 559100000 95900000 54300000 100000 118100000 108600000 9500000 543500000 361900000 127600000 3100000 12300000 131000000.0 117100000 9100000 PROPERTIES AND EQUIPMENT, NET<div style="line-height:120%;padding-top:8px;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Properties and equipment as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> consisted of the following (in thousands): </span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:71%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Agriculture operating properties and equipment</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>29,975</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>29,689</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,166</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,890</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total properties and equipment</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>37,141</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>34,579</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accumulated depreciation</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(5,464</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(4,923</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Properties and equipment, net</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>31,677</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>29,656</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><span style="font-family:inherit;font-size:10pt;">Depreciation expense was </span><span style="font-family:inherit;font-size:10pt;"><span>$0.8 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$1.1 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$1.0 million</span></span><span style="font-family:inherit;font-size:10pt;"> for the years ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2016</span> respectively. Properties and equipment as of <span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> consisted of the following (in thousands): </span><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:71%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Agriculture operating properties and equipment</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>29,975</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>29,689</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,166</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,890</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total properties and equipment</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>37,141</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>34,579</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accumulated depreciation</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(5,464</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(4,923</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Properties and equipment, net</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>31,677</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>29,656</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> 29975000 29689000 7166000 4890000 37141000 34579000 5464000 4923000 31677000 29656000 800000 1100000 1000000.0 INTANGIBLE ASSET, NET—RELATED PARTY<div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In connection with the Company’s acquisition of the Management Company (see Note 4), the Company acquired an intangible asset related to the contract value of the incentive compensation provisions of the Management Company’s development management agreement with the Great Park Venture. The carrying amount and accumulated amortization of the intangible asset as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> were as follows (in thousands):</span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:71%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Gross carrying amount</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>129,705</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>129,705</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accumulated amortization</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(33,788</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2,112</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net book value</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>95,917</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>127,593</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><span style="font-family:inherit;font-size:10pt;">The Company recorded amortization expense of </span><span style="font-family:inherit;font-size:10pt;"><span>$12.5 million</span></span><span style="font-family:inherit;font-size:10pt;"> for the </span><span style="font-family:inherit;font-size:10pt;">year ended</span><span style="font-family:inherit;font-size:10pt;"> </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, which is included in the cost of management services in the accompanying consolidated statement of operations. Amortization expense is recognized using a relative value method based on revenue recognition attributable to incentive compensation. No amortization expense was recorded for the </span><span style="font-family:inherit;font-size:10pt;">year ended</span><span style="font-family:inherit;font-size:10pt;"> </span><span style="font-family:inherit;font-size:10pt;">December 31, 2017</span><span style="font-family:inherit;font-size:10pt;">, as the Company did not recognize any economic benefits from incentive compensation. Additionally, in connection with the transition adjustment recorded for the adoption of ASU No. 2014-09 on January 1, 2018, the Company recorded an increase to accumulated amortization of </span><span style="font-family:inherit;font-size:10pt;"><span>$19.2 million</span></span> (see Note 2). The carrying amount and accumulated amortization of the intangible asset as of <span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> were as follows (in thousands):</span><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:71%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Gross carrying amount</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>129,705</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>129,705</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accumulated amortization</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(33,788</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2,112</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net book value</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>95,917</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>127,593</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> 129705000 129705000 33788000 2112000 95917000 127593000 12500000 19200000 RELATED PARTY TRANSACTIONS <div style="line-height:120%;padding-top:8px;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Related party assets and liabilities included in the Company’s consolidated balance sheets as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> consisted of the following (in thousands): </span></div><div style="line-height:120%;padding-top:8px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:73%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Assets:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Contract asset (see Note 3)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>49,834</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Prepaid rent</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,972</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,233</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,158</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>61,039</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,158</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Liabilities:</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">EB-5 loan reimbursements</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>102,692</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>102,692</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Contingent consideration—Mall Venture project property</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>64,870</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>64,870</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deferred land sale revenue</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9,860</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Payable to holders of Management Company’s Class B interests</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9,000</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9,000</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,978</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>248</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>178,540</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>186,670</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:24px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Development Management Agreement with the Great Park Venture (Legacy Incentive Compensation Contract Asset) </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 compensation structure in place as per the A&amp;R DMA consists of a base fee and incentive compensation. The base fee consists of a fixed annual fee and a variable fee equal to general and administrative costs incurred by the Management Company on behalf of the Great Park Venture. Incentive compensation is characterized as “Legacy Incentive Compensation” and “Non-Legacy Incentive Compensation.” The Legacy Incentive Compensation consists of the following: (i) </span><span style="font-family:inherit;font-size:10pt;"><span>$15.2 million</span></span><span style="font-family:inherit;font-size:10pt;">, which was received by the Management Company on May 2, 2016; (ii) </span><span style="font-family:inherit;font-size:10pt;"><span>$43.1 million</span></span><span style="font-family:inherit;font-size:10pt;"> received by the Management Company on January 3, 2017; and (iii) a maximum of </span><span style="font-family:inherit;font-size:10pt;"><span>$9.0 million</span></span><span style="font-family:inherit;font-size:10pt;"> of incentive compensation payments attributed to contingent payments made under a cash flow participation agreement the Great Park Venture is a party to. Generally, the Non-Legacy Incentive Compensation is </span><span style="font-family:inherit;font-size:10pt;"><span>9%</span></span><span style="font-family:inherit;font-size:10pt;"> of distributions made by the Great Park Venture, as defined in the A&amp;R DMA, excluding the distributions to the holders of Legacy Interests of </span><span style="font-family:inherit;font-size:10pt;"><span>$565.0 million</span></span><span style="font-family:inherit;font-size:10pt;"> (see Note 5). </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Due to the contingencies associated with the portion of the Legacy Incentive Compensation (maximum of </span><span style="font-family:inherit;font-size:10pt;"><span>$9.0 million</span></span><span style="font-family:inherit;font-size:10pt;">) that has not been received and the Non-Legacy Incentive Compensation, no receivable was recognized at the acquisition date for these components and instead an intangible asset at fair value, was recognized at the acquisition date (see Note 4). Adoption of the new revenue guidance on January 1, 2018 (see Note 3) impacted the Company’s recognition of variable Legacy and Non-Legacy Incentive Compensation consideration. Previously, revenue was recognized when contingencies associated with the amount and timing of the consideration were resolved. Under the new guidance, estimates of the amount of variable consideration that the Company expects to be entitled to receive as revenue are recognized over time as management services are provided. Upon transitioning to the new guidance, the Company adjusted its opening balance sheet on January 1, 2018 to reflect a contract asset of </span><span style="font-family:inherit;font-size:10pt;"><span>$29.4 million</span></span><span style="font-family:inherit;font-size:10pt;"> representing an estimate of the cumulative amount of consideration the Company expected to be entitled to receive for services provided through the adoption date. At December 31, 2018, a contract asset balance of </span><span style="font-family:inherit;font-size:10pt;"><span>$47.7 million</span></span><span style="font-family:inherit;font-size:10pt;"> is included in related party assets on the accompanying consolidated balance sheet attributed to Legacy and Non-Legacy Incentive Compensation. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">For the years ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2016</span><span style="font-family:inherit;font-size:10pt;">, the Company recognized revenue from management services of </span><span style="font-family:inherit;font-size:10pt;"><span>$35.1 million</span></span><span style="font-family:inherit;font-size:10pt;"> (including incentive compensation), </span><span style="font-family:inherit;font-size:10pt;"><span>$16.2 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$13.3 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span></div><div style="line-height:120%;padding-top:8px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">respectively, related to all management fees under the A&amp;R DMA and such revenues are included in management services—related party in the accompanying consolidated statements of operations. At </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, the Company had a receivable from the Great Park Venture of </span><span style="font-family:inherit;font-size:10pt;"><span>$3.0 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$2.9 million</span></span><span style="font-family:inherit;font-size:10pt;">, respectively, related to cost reimbursements under the A&amp;R DMA. The receivable amounts are included in other related party assets in the table above. The current term of the A&amp;R DMA ends in December 2021 and provides for term extensions at the mutual agreement of terms and provisions by both the Company and the Great Park Venture.</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Purchase of Indirect Legacy Interest in Great Park Venture</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In June 2018, the Company purchased an indirect interest in rights to certain Legacy Interests in the Great Park Venture that were held by Emile Haddad. At </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, the carrying value of the purchased interests was </span><span style="font-family:inherit;font-size:10pt;"><span>$1.8 million</span></span><span style="font-family:inherit;font-size:10pt;"> and is included in other related party assets in the table above.</span></div><div style="line-height:120%;padding-top:24px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Five Point Gateway Campus Lease</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In August 2017, the Company entered into a 130-month full service gross lease with the Gateway Commercial Venture, and the Company relocated its Orange County, California offices to the newly leased office space at the Five Point Gateway Campus in December 2018. At December 31, 2018, the Company had a prepaid rent balance of </span><span style="font-family:inherit;font-size:10pt;"><span>$6.0 million</span></span><span style="font-family:inherit;font-size:10pt;">.</span></div><div style="line-height:120%;padding-top:24px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">EB-5 Loan Reimbursements </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The San Francisco Venture has entered into reimbursement agreements for which it has agreed to reimburse CPHP or its subsidiaries for a portion of the EB-5 loan liabilities and related interest that were assumed by CPHP or its subsidiaries pursuant to the Separation Agreement. At both </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, the balance of the payable to CPHP or its subsidiaries was </span><span style="font-family:inherit;font-size:10pt;"><span>$102.7 million</span></span><span style="font-family:inherit;font-size:10pt;">. Interest is paid monthly and totaled </span><span style="font-family:inherit;font-size:10pt;"><span>$4.2 million</span></span><span style="font-family:inherit;font-size:10pt;"> for each of the years ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">. All of the incurred interest for the years ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> was capitalized into inventories as interest on development and construction costs. The weighted average interest rate as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> was </span><span style="font-family:inherit;font-size:10pt;"><span>4.1%</span></span><span style="font-family:inherit;font-size:10pt;">. Principal payments of </span><span style="font-family:inherit;font-size:10pt;"><span>$39.4 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$63.3 million</span></span><span style="font-family:inherit;font-size:10pt;"> are due in 2019 and 2020, respectively. </span></div><div style="line-height:120%;padding-top:24px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Contingent Consideration to Class A Members of the San Francisco Venture </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Under the terms of the Separation Agreement, the San Francisco Venture retained the obligation under the Mall DAA to subdivide and convey the Retail Project Property to the Mall Venture, and the former owners of the San Francisco Venture retained the rights to </span><span style="font-family:inherit;font-size:10pt;"><span>49.9%</span></span><span style="font-family:inherit;font-size:10pt;"> of the equity ownership in the Mall Venture. The obligation to convey the Retail Project Property to the Mall Venture represents additional consideration as the conveyance of the Retail Project Property provides direct benefit to the former owners (see Note 4). </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In early 2019, after discussions between the Company, CPHP and the Macerich Member, the parties determined not to proceed with the Retail Project. As a result of terminating the Retail Project, the obligation of the San Francisco Venture to convey the CP Parking Parcel and the Retail Project Property was terminated, and the San Francisco Venture was also released from certain development obligations. In return, the San Francisco Venture repaid the Macerich Note and accrued interest (see Note 11). Additionally, the San Francisco Venture issued an aggregate of </span><span style="font-family:inherit;font-size:10pt;"><span>436,498</span></span><span style="font-family:inherit;font-size:10pt;"> of its Class A Units (while the Company concurrently sold </span><span style="font-family:inherit;font-size:10pt;"><span>436,498</span></span><span style="font-family:inherit;font-size:10pt;"> of the Company’s Class B common shares) to affiliates of Lennar and Castlelake (see Note 13). The San Francisco Venture can now redevelop these parcels for alternative uses.</span></div><div style="line-height:120%;padding-top:24px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Payables to Holders of Management Company’s Class B Interests </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Holders of the Management Company’s Class B interests are entitled to receive all distributions from the Management Company that are attributable to any Legacy Incentive Compensation received by the Management Company. The Management Company made a </span><span style="font-family:inherit;font-size:10pt;"><span>$43.1 million</span></span><span style="font-family:inherit;font-size:10pt;"> payment to the holders of Class B interests of the Management Company in January 2017 in connection with the Management Company’s January 2017 collection of </span></div><div style="line-height:120%;padding-top:8px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Legacy Incentive Compensation in the same amount. </span><span style="font-family:inherit;font-size:10pt;">No </span><span style="font-family:inherit;font-size:10pt;">payments were made during the year ended December 31, 2018. </span></div><div style="line-height:120%;padding-top:24px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Transition Services Agreement </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Operating Company has engaged a subsidiary of Lennar to provide certain services, support, and resources to the Company under a Transition Services Agreement (“TSA”). The TSA was amended on May 1, 2018, which resulted in reduced services that substantially ceased at the end of 2018. For the years ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> and 2016, the Company incurred </span><span style="font-family:inherit;font-size:10pt;"><span>$1.4 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$1.8 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$1.0 million</span></span><span style="font-family:inherit;font-size:10pt;">, respectively, in costs for office space licensing and transition services. As of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, the Company had related party payables of </span><span style="font-family:inherit;font-size:10pt;"><span>$0.1 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$0.2 million</span></span><span style="font-family:inherit;font-size:10pt;">, respectively, related to the various components of the TSA. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">San Francisco Bay Area Development Management Agreements </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Company has entered into development management agreements with affiliates of Lennar and Castlelake in which the Company will provide certain development management services to various real estate development projects located in the San Francisco Bay area. The agreements generally consist of a fixed management fee and in some cases a variable fee equal to general and administrative costs incurred by the Company. In most cases the management agreements terminate upon project development milestones. For the years ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> and 2016, the Company recognized revenue from these management services of </span><span style="font-family:inherit;font-size:10pt;"><span>$4.4 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$5.8 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$3.5 million</span></span><span style="font-family:inherit;font-size:10pt;">, respectively. Revenues related to management fees under the San Francisco Bay area development management agreements are included in management services—related party in the accompanying consolidated statements of operations.</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Gateway Commercial Venture Property Management Agreement </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Company has entered into a property management agreement with Gateway Commercial Venture in which the Company will provide certain property management services to the Five Point Gateway Campus. The agreement consists of a base management fee, calculated as the greater of a determined fixed value or percentage of gross rent, plus additional fees, when applicable, pertaining to management of tenant improvements and securing tenants. For the years ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, the Company recognized revenue from these management services of </span><span style="font-family:inherit;font-size:10pt;"><span>$1.5 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$0.5 million</span></span><span style="font-family:inherit;font-size:10pt;">, respectively, which is included in management services—related party in the accompanying consolidated statement of operations. At </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, the Company had a contract asset balance of </span><span style="font-family:inherit;font-size:10pt;"><span>$0.2 million</span></span><span style="font-family:inherit;font-size:10pt;"> related to these management fees from the Gateway Commercial Venture. </span></div><div style="line-height:120%;padding-top:24px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Candlestick Point Purchase and Sale Agreements </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The San Francisco Venture has entered into purchase and sale agreements with an affiliate of Lennar and Castlelake to sell homesites at Candlestick Point including one agreement for </span><span style="font-family:inherit;font-size:10pt;"><span>3.6</span></span><span style="font-family:inherit;font-size:10pt;"> acres of land where up to </span><span style="font-family:inherit;font-size:10pt;"><span>390</span></span><span style="font-family:inherit;font-size:10pt;"> for-sale homesites are planned to be built and one agreement for land that includes additional airspace parcels above the planned Retail Project where multi-family homesites were planned to be built. The Company was required to complete certain conditions prior to the close of escrow of the sale of the airspace parcels above the planned Retail Project, including recording the subdivision of the land and airspace parcels into separate legal parcels. The San Francisco Venture closed escrow on the for-sale homesites in January 2017 resulting in gross proceeds of </span><span style="font-family:inherit;font-size:10pt;"><span>$91.4 million</span></span><span style="font-family:inherit;font-size:10pt;">. At December 31, 2017, the Company had </span><span style="font-family:inherit;font-size:10pt;"><span>$9.9 million</span></span><span style="font-family:inherit;font-size:10pt;"> of deferred revenue on this sale related to completion of certain infrastructure improvements. In transitioning to the new revenue recognition guidance (see Note 3), the Company determined that it transferred control of the land in connection with the 2017 land sale and satisfied the performance obligation to the buyer at the time of the sale, as such, the Company recognized </span><span style="font-family:inherit;font-size:10pt;"><span>$9.9 million</span></span><span style="font-family:inherit;font-size:10pt;"> in deferred revenues, and the associated inventory relief, directly to capital on January 1, 2018.</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In connection with the termination of the Retail Project in early 2019 described above, the purchase and sale agreement for the planned multi-family homesites was terminated. </span></div><div style="line-height:120%;padding-top:24px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Entitlement Transfer Agreement </span></div><span style="font-family:inherit;font-size:10pt;">In December 2016, the San Francisco Venture entered into an agreement with an affiliate of Lennar and Castlelake pursuant to which an affiliate of Lennar and Castlelake agreed to transfer to the San Francisco Venture entitlements for the right to construct (1) at least </span><span style="font-family:inherit;font-size:10pt;"><span>172</span></span><span style="font-family:inherit;font-size:10pt;"> homesites (or, if greater, the number of entitled homesites that are not developed or to be developed by or on behalf of the San Francisco Agency or by residential developers on the land transferred to CPHP) and (2) at least </span><span style="font-family:inherit;font-size:10pt;"><span>70,000</span></span> square feet of retail space (or, if greater, the amount of entitled retail space that is not developed or to be developed by or on behalf of the San Francisco Agency or by commercial developers on the land transferred to CPHP) for use in the development of other portions of Candlestick Point and The San Francisco Shipyard. The Company successfully received the necessary government approvals to effectuate the transfer of the entitlements in 2018, relinquished its rights to certain variable consideration related to the Candlestick Point purchase and sale agreements, and received the additional entitlements (see Note 3). Related party assets and liabilities included in the Company’s consolidated balance sheets as of <span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> consisted of the following (in thousands): </span><div style="line-height:120%;padding-top:8px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:73%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Assets:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Contract asset (see Note 3)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>49,834</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Prepaid rent</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,972</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,233</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,158</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>61,039</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,158</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Liabilities:</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">EB-5 loan reimbursements</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>102,692</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>102,692</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Contingent consideration—Mall Venture project property</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>64,870</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>64,870</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deferred land sale revenue</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9,860</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Payable to holders of Management Company’s Class B interests</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9,000</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9,000</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,978</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>248</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>178,540</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>186,670</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> 49834000 0 5972000 0 5233000 3158000 61039000 3158000 102692000 102692000 64870000 64870000 0 9860000 9000000 9000000 1978000 248000 178540000 186670000 -15200000 -43100000 9000000.0 0.09 565000000.0 9000000.0 29400000 47700000 35100000 16200000 13300000 3000000.0 2900000 1800000 6000000.0 102700000 4200000 0.041 39400000 63300000 0.499 436498 436498 -43100000 1400000 1800000 1000000.0 100000 200000 4400000 5800000 3500000 1500000 500000 200000 3.6 390 91400000 9900000 9900000 172 70000 NOTES PAYABLE, NET<div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">At </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, notes payable consisted of the following (in thousands): </span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:73%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">7.875 % Senior Notes due 2025</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>500,000</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>500,000</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Macerich Note</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>65,130</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>65,130</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Settlement Note</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,000</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Unamortized debt issuance costs and discount</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(8,126</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(9,512</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>557,004</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>560,618</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:24px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Senior Notes</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In November 2017, the Operating Company and Five Point Capital Corp., a directly wholly owned subsidiary of the Operating Company (the “Co-Issuer” and, together with the Operating Company, the “Issuers”), offered, sold and issued </span><span style="font-family:inherit;font-size:10pt;"><span>$500.0 million</span></span><span style="font-family:inherit;font-size:10pt;"> aggregate principal amount of </span><span style="font-family:inherit;font-size:10pt;"><span>7.875%</span></span><span style="font-family:inherit;font-size:10pt;"> unsecured senior notes due November 15, 2025 at </span><span style="font-family:inherit;font-size:10pt;"><span>100%</span></span><span style="font-family:inherit;font-size:10pt;"> of par (the “Senior Notes”). Proceeds from the offering, after underwriting fees and offering expenses were </span><span style="font-family:inherit;font-size:10pt;"><span>$490.7 million</span></span><span style="font-family:inherit;font-size:10pt;">. Interest on the notes is payable on May 15 and November 15 of each year. Interest incurred, including amortization of debt issuance costs, on the Senior Notes during the years ended December 31, 2018 and 2017 totaled </span><span style="font-family:inherit;font-size:10pt;"><span>$39.8 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$4.6 million</span></span><span style="font-family:inherit;font-size:10pt;">, respectively. All interest incurred was capitalized to inventories in both years. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Senior Notes are redeemable at the option of the Issuers, in whole or in part, at any time, and from time to time, on or after November 15, 2020, at a declining call premium as set forth in the indenture governing the Senior Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. In addition, at any time prior to November 15, 2020, the issuers may redeem some or all of the Senior Notes at a price equal to </span><span style="font-family:inherit;font-size:10pt;"><span>100%</span></span><span style="font-family:inherit;font-size:10pt;"> of the aggregate principal amount of the Senior Notes redeemed, plus a “make-whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. Lastly, prior to November 15, 2020, the Issuers may redeem up to </span><span style="font-family:inherit;font-size:10pt;"><span>35%</span></span><span style="font-family:inherit;font-size:10pt;"> of the aggregate principal amount of the Senior Notes with an amount equal to the net cash proceeds from certain equity offerings, at a redemption price equal to </span><span style="font-family:inherit;font-size:10pt;"><span>107.875%</span></span><span style="font-family:inherit;font-size:10pt;"> of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Senior Notes are guaranteed jointly and severally, by certain direct and indirect subsidiaries of the Issuers (the “Guarantors”, other than the Co-Issuer), however the Issuers non-guarantor subsidiaries represent substantially all of the operations and total assets of the Issuers. The Senior Notes are senior in right of payment to all of the Issuers’ and Guarantors’ subordinated indebtedness, equal in right of payment with all of the Issuers’ and the Guarantors’ senior indebtedness, without giving effect to collateral arrangements in the case of secured indebtedness, effectively subordinated to any of the Issuers’ and the Guarantors’ secured indebtedness, to the extent of the value of the assets securing such indebtedness, and structurally subordinated to all of the existing and future </span></div><div style="line-height:120%;padding-top:8px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">liabilities (including trade payables but excluding intercompany liabilities) or preferred equity of each of the Operating Company’s subsidiaries that do not guarantee the Senior Notes (other than the Co-Issuer).</span></div><div style="line-height:120%;padding-top:24px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Macerich Note</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">On November 13, 2014, in connection with entering into the Mall Venture and Mall DAA, a wholly-owned subsidiary of the San Francisco Venture issued a promissory note (the “Macerich Note”) to an affiliate of the Macerich Member in the amount of </span><span style="font-family:inherit;font-size:10pt;"><span>$65.1 million</span></span><span style="font-family:inherit;font-size:10pt;">, bearing interest at 360-day LIBOR plus </span><span style="font-family:inherit;font-size:10pt;"><span>2.0%</span></span><span style="font-family:inherit;font-size:10pt;"> (</span><span style="font-family:inherit;font-size:10pt;"><span>5.01%</span></span><span style="font-family:inherit;font-size:10pt;"> at </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">). It was anticipated that upon completion of certain conditions, including the conveyance of the Retail Project Property to the Mall Venture, the Macerich Member, in several steps, would cause the Macerich Note to be distributed to the Company, resulting in the extinguishment of the Macerich Note. However in early 2019, in connection with the termination of the Retail Project (see Note 10), the Company repaid the Macerich Note, plus paid or caused to be paid outstanding accrued interest of approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$11.1 million</span></span><span style="font-family:inherit;font-size:10pt;">. Offsetting the Company’s payment was a concurrent contribution to the San Francisco Venture of approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$5.5 million</span></span><span style="font-family:inherit;font-size:10pt;"> from the members of CPHP (affiliates of Lennar and Castlelake). </span></div><div style="line-height:120%;padding-top:24px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Settlement Note</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The settlement note represents the settlement of an April 2011 third party dispute related to a prior land acquisition in which the Company issued a </span><span style="font-family:inherit;font-size:10pt;"><span>$12.5 million</span></span><span style="font-family:inherit;font-size:10pt;"> non-interest-bearing promissory note. At issuance, the Company recorded a discount on the face value of the promissory note at an imputed interest rate of approximately </span><span style="font-family:inherit;font-size:10pt;"><span>12.8%</span></span><span style="font-family:inherit;font-size:10pt;">. Amortization expense of this discount is capitalized to the Company’s inventory each period. During the years ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2016</span><span style="font-family:inherit;font-size:10pt;">, the Company capitalized amortization expense of </span><span style="font-family:inherit;font-size:10pt;"><span>$0.3 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$0.5 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$0.7 million</span></span><span style="font-family:inherit;font-size:10pt;">, respectively. The Company made its final principal payment on the settlement note of </span><span style="font-family:inherit;font-size:10pt;"><span>$5.0 million</span></span><span style="font-family:inherit;font-size:10pt;"> in April 2018. </span></div><div style="line-height:120%;padding-top:24px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Revolving Credit Facility</span></div><span style="font-family:inherit;font-size:10pt;">The Company has a revolving credit facility (the “Revolving Credit Facility”), with aggregate commitments to </span><span style="font-family:inherit;font-size:10pt;"><span>$125.0 million</span></span><span style="font-family:inherit;font-size:10pt;">. The Revolving Credit Facility matures on April 18, 2020, with </span><span style="font-family:inherit;font-size:10pt;"><span>one</span></span><span style="font-family:inherit;font-size:10pt;"> 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 the lenders. Borrowings under the Revolving Credit Facility bear interest at LIBOR plus a margin ranging from </span><span style="font-family:inherit;font-size:10pt;"><span>1.75%</span></span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;"><span>2.00%</span></span><span style="font-family:inherit;font-size:10pt;"> based on the Company’s leverage ratio. As of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, no funds have been drawn on the Revolving Credit Facility, however letters of credit of </span><span style="font-family:inherit;font-size:10pt;"><span>$1.0 million</span></span><span style="font-family:inherit;font-size:10pt;"> are issued and outstanding under the Revolving Credit Facility as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span>, thus reducing the available capacity by the outstanding letters of credit amount. At <span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, notes payable consisted of the following (in thousands): </span><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:73%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">7.875 % Senior Notes due 2025</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>500,000</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>500,000</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Macerich Note</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>65,130</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>65,130</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Settlement Note</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,000</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Unamortized debt issuance costs and discount</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(8,126</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(9,512</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>557,004</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>560,618</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> 500000000 500000000 65130000 65130000 0 5000000 8126000 9512000 557004000 560618000 500000000.0 0.07875 1 490700000 39800000 4600000 1 0.35 1.07875 65100000 0.020 0.0501 11100000 5500000 12500000 0.128 300000 500000 700000 5000000.0 125000000.0 1 0.0175 0.0200 1000000.0 TAX RECEIVABLE AGREEMENT<div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Simultaneous with, but separate and apart from the Formation Transactions on May 2, 2016, the Company entered into a TRA with all of the holders of Class A Common Units of the Operating Company and all the holders of Class A Units of the San Francisco Venture (as parties to the TRA, the “TRA Parties”). The TRA provides for payment by the Company to the TRA Parties or their successors of </span><span style="font-family:inherit;font-size:10pt;"><span>85%</span></span><span style="font-family:inherit;font-size:10pt;"> of the amount of cash savings, if any, in income tax the Company realizes as a result of: </span></div><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:48px;text-indent:-24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(a) Increases in the Company’s tax basis attributable to exchanges of Class A Common Units of the Operating Company for Class A common shares of the Company or cash or certain other taxable acquisitions of equity interests by the Operating Company. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">After a </span><span style="font-family:inherit;font-size:10pt;"><span>12</span></span><span style="font-family:inherit;font-size:10pt;"> month holding period, holders of Class A Common Units of the Operating Company will be able to exchange their units for, at the Company’s option, either Class A common shares on a </span><span style="font-family:inherit;font-size:10pt;"><span>one</span></span><span style="font-family:inherit;font-size:10pt;">-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 cash in an amount equal to the market value of such shares at the time of exchange. The Company expects that basis adjustments resulting from these </span></div><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">transactions, if they occur, are likely to reduce the amount of income tax the Company would otherwise be required to pay in the future. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:48px;text-indent:-24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(b) Allocations that result from the application of the principles of Section 704(c) of the Code. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Section 704(c) of the Code, and the U.S. Treasury regulations promulgated thereunder, require that items of income, gain, loss and deduction that are attributable to the Operating Company’s directly and indirectly held property, including property contributed to the Operating Company pursuant to the Formation Transactions and the property held by the Operating Company prior to the Formation Transactions, must be allocated among the members of the Operating Company to take into account the difference between the fair market value and the adjusted tax basis of such assets on May 2, 2016. As a result, the Operating Company will be required to make certain special allocations of its items of income, gain, loss and deduction that are attributable to such assets. These allocations, like the increases in tax basis described above, are likely to reduce the amount of income tax the Company would otherwise be required to pay in the future. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:48px;text-indent:-24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(c) Tax benefits related to imputed interest or guaranteed payments deemed to be paid or incurred by the Company as a result of the TRA. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">At </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, the Company’s consolidated balance sheets include liabilities of </span><span style="font-family:inherit;font-size:10pt;"><span>$169.5 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$152.5 million</span></span><span style="font-family:inherit;font-size:10pt;">, respectively, for payments expected to be made under certain components of the TRA which the Company deems to be probable and estimable. Management deems a TRA payment related to the benefits expected to be received by the Company under the application of Section 704(c) of the Code to be probable and estimable when an event occurs that results in the Company measuring the Operating Company’s direct or indirectly held property at fair value in the Company’s consolidated balance sheet or the sale of such property at fair value. Either of these activities are indicators that the difference between the fair market value of the property and the adjusted tax basis has been or will be realized, resulting in special allocations of income, gain, loss or deduction that are likely to reduce the amount of income taxes that the Company would otherwise pay. The Company may record additional TRA liabilities related to properties not currently held at fair value when those properties are recognized or realized at fair value. Furthermore, the Company may record additional liabilities under the TRA if and when TRA Parties exchange Class A Common Units of the Operating Company for the Company’s Class A common shares or other equity transactions that impact the Holding Company’s ownership in the Operating Company. During the year ended December 31, 2017, the Company adjusted its recorded TRA liability as a result of equity transactions during the period, including the IPO and private placement. Changes in the Company’s estimates of the utilization of its deferred tax attributes and tax rates in effect may also result in subsequent changes to the amount of TRA liabilities recorded. At the end of the 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted into law, which reduced the federal corporate tax rate from 35% to 21%. As a result of this reduction, the value of the benefit that the Company will receive from tax attributes and tax items that are the subject of the TRA was reduced and, as a result, the TRA liability was also reduced. During the year ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, the Company adjusted its recorded TRA liability as a result of several exchanges of Class A Common Units of the Operating Company for the Company’s Class A common shares as well as certain other equity transactions associated with share based compensation. As a result of these changes, the value of the benefit that the Company will receive from tax attributes and tax items that are the subject of the TRA increased and, as a result, the TRA liability was increased. </span></div><span style="font-family:inherit;font-size:10pt;">The term of the TRA will continue until all such tax benefits under the agreement have been utilized or expired, unless the Company exercises its right to terminate the TRA for an amount based on an agreed value of payments remaining to be made under the agreement. </span><span style="font-family:inherit;font-size:10pt;"><span>No</span></span><span style="font-family:inherit;font-size:10pt;"> TRA payments were made during the years ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2017</span> and 2016. 0.85 P12M 1 169500000 152500000 0 COMMITMENTS AND CONTINGENCIES <div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 performance of the Operating Company or its subsidiaries.</span></div><div style="line-height:120%;padding-top:24px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Operating Leases </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Company has entered into agreements to lease certain office facilities and equipment under operating leases. The Company also leases portions of its land to third parties for agricultural operations. As of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, minimum lease payments to be made under operating leases with initial terms in excess of one year and minimum lease payments to be received under noncancelable leases are as follows (in thousands):</span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:72%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Years Ending December 31,</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;padding-left:9px;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Rental <br/>Payments</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;padding-left:9px;font-size:10pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Rental</span><span style="font-family:inherit;font-size:10pt;"> <br/></span><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Receipts</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2019</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,790</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>633</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,846</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>556</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2021</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,263</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>193</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2022</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,420</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>145</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2023</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,583</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>142</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Thereafter</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13,065</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>925</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>39,967</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,594</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Rent expense for the years ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2016</span><span style="font-family:inherit;font-size:10pt;">, was </span><span style="font-family:inherit;font-size:10pt;"><span>$2.7 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$2.7 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$1.8 million</span></span><span style="font-family:inherit;font-size:10pt;">, respectively. </span></div><div style="line-height:120%;padding-top:24px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Newhall Ranch Project Approval Settlement </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In September 2017, the Company reached a settlement (the “Newhall Settlement”) with key national and state environmental and Native American organizations that were petitioners (the “Settling Petitioners”) in various legal challenges to Newhall Ranch’s regulatory approvals and permits (see Legal Proceedings below). As of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, the Company has recorded a liability, included in accounts payable and other liabilities in the accompanying consolidated balance sheets, of </span><span style="font-family:inherit;font-size:10pt;"><span>$36.5 million</span></span><span style="font-family:inherit;font-size:10pt;"> associated with certain obligations of the settlement. The Holding Company has provided a guaranty to the Settling Petitioners for monetary payments due from the Company as required under the Newhall Settlement. As of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, the remaining estimated maximum potential amount of monetary payments subject to the guaranty was </span><span style="font-family:inherit;font-size:10pt;"><span>$43.3 million</span></span><span style="font-family:inherit;font-size:10pt;"> with the final payment due in 2026. The Company did not reach a settlement with two local environmental organizations that have pending challenges to certain approvals for Newhall Ranch (the “Non-Settling Petitioners”).</span></div><div style="line-height:120%;padding-top:24px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Water Purchase Agreement </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Company is subject to a water purchase agreement requiring annual payments in exchange for the delivery of water for the Company’s exclusive use. The agreement has an initial </span><span style="font-family:inherit;font-size:10pt;"><span>35</span></span><span style="font-family:inherit;font-size:10pt;">-year term, which expires in 2039 with an option for a second </span><span style="font-family:inherit;font-size:10pt;"><span>35</span></span><span style="font-family:inherit;font-size:10pt;">-year term. During the </span><span style="font-family:inherit;font-size:10pt;">year ended</span><span style="font-family:inherit;font-size:10pt;"> </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, the Company made a payment of </span><span style="font-family:inherit;font-size:10pt;"><span>$1.2 million</span></span><span style="font-family:inherit;font-size:10pt;">. The annual minimum payments for years 2019 to 2023 are </span><span style="font-family:inherit;font-size:10pt;"><span>$1.2 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$1.3 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$1.3 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$1.4 million</span></span><span style="font-family:inherit;font-size:10pt;">, and </span><span style="font-family:inherit;font-size:10pt;"><span>$1.4 million</span></span><span style="font-family:inherit;font-size:10pt;"> respectively. At </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, the aggregate annual minimum payments remaining under the initial term total </span><span style="font-family:inherit;font-size:10pt;"><span>$36.3 million</span></span><span style="font-family:inherit;font-size:10pt;">.</span></div><div style="line-height:120%;padding-top:24px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Newhall Ranch Infrastructure Project </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In January 2012, the Company entered into an agreement with Los Angeles County, in which the Company will finance up to a maximum of </span><span style="font-family:inherit;font-size:10pt;"><span>$45.8 million</span></span><span style="font-family:inherit;font-size:10pt;"> for the construction costs of an interchange project that Los Angeles County is managing. The interchange project is a critical infrastructure project that will benefit Newhall Ranch. As of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, the Company has made aggregate payments of </span><span style="font-family:inherit;font-size:10pt;"><span>$37.0 million</span></span><span style="font-family:inherit;font-size:10pt;"> and the interchange project is expected to be completed in 2019. There is also a provision for the Company to pay Los Angeles County interest on defined unreimbursed construction costs incurred prior to the reimbursement payment. Upon the final payment, Los Angeles County will credit the Company, in the form of bridge and thoroughfare construction fee district fee credits, an amount equal to the Company’s actual payments, exclusive of any interest payments. These credits are eligible for application against future bridge and thoroughfare fees the Company may incur. At </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span></div><div style="line-height:120%;padding-top:8px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, the Company had </span><span style="font-family:inherit;font-size:10pt;"><span>$7.6 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$5.6 million</span></span><span style="font-family:inherit;font-size:10pt;">, respectively, included in accounts payable and other liabilities in the accompanying consolidated balance sheets, representing unreimbursed construction costs payable to Los Angeles County. </span></div><div style="line-height:120%;padding-top:24px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Agreement Regarding Mall Venture</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">On May 2, 2016, the Company entered into an agreement with CPHP pursuant to which, upon completion of the Retail Project, CPHP was to contribute all of its interests in the Mall Venture Member to the Operating Company in exchange for </span><span style="font-family:inherit;font-size:10pt;"><span>2,917,827</span></span><span style="font-family:inherit;font-size:10pt;"> Class A Common Units of the Operating Company (see Note 4). Additionally, CPHP was to purchase an equal amount of Class B common shares from the Holding Company at a price of </span><span style="font-family:inherit;font-size:10pt;"><span>$0.00633</span></span><span style="font-family:inherit;font-size:10pt;"> per share. If the Company or CPHP failed to achieve certain milestones, including the conveyance to the Mall Venture of the Retail Project Property on or prior to December 31, 2017, subject to certain extensions, Macerich would have the right to terminate the joint venture, require the Company to repay the </span><span style="font-family:inherit;font-size:10pt;"><span>$65.1 million</span></span><span style="font-family:inherit;font-size:10pt;"> Macerich Note (see Note 11) and to pay certain termination fees (50% of such termination fees would be funded by CPHP). However, the Company would no longer be obligated to transfer the Retail Project Property to the Retail Project or the CP Parking Parcel to CPHP and instead would be obligated to issue </span><span style="font-family:inherit;font-size:10pt;"><span>436,498</span></span><span style="font-family:inherit;font-size:10pt;"> Class A Common Units of the Operating Company to CPHP or its designees and CPHP or its designees will purchase an equal amount of Class B common shares from the Holding Company at a price of </span><span style="font-family:inherit;font-size:10pt;"><span>$0.00633</span></span><span style="font-family:inherit;font-size:10pt;"> per share. The Retail Project Property had not been conveyed to the Mall Venture as of December 31, 2017. In early 2019, the Retail Project was terminated (see Note 10) and the Company repaid the Macerich Note, plus termination fees and issued affiliates of Lennar and Castlelake </span><span style="font-family:inherit;font-size:10pt;"><span>436,498</span></span><span style="font-family:inherit;font-size:10pt;"> Class A Units of the San Francisco Venture that are redeemable for Class A Common Units of the Operating Company and sold an equal number of Class B common shares. The Company can now redevelop these parcels for alternative uses.</span></div><div style="line-height:120%;padding-top:24px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Candlestick Point Development Agreement</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">On May 2, 2016, the Company entered into a development agreement with CPHP whereby among other things, CPHP agreed to be responsible for all design and construction costs associated with the parking structure to be built on the CP Parking Parcel, up to </span><span style="font-family:inherit;font-size:10pt;"><span>$240.0 million</span></span><span style="font-family:inherit;font-size:10pt;">, and the Company agreed to reimburse CPHP for design and construction costs in excess of </span><span style="font-family:inherit;font-size:10pt;"><span>$240.0 million</span></span><span style="font-family:inherit;font-size:10pt;">. In early 2019, the development agreement was terminated by the Company and CPHP concurrent with the termination of the Retail Project (see Note 10).</span></div><div style="line-height:120%;padding-top:24px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Performance and Completion Bonding Agreements </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:42px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;"><span>$73.5 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$79.9 million</span></span><span style="font-family:inherit;font-size:10pt;"> as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and 2017, respectively. </span></div><div style="line-height:120%;padding-top:24px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Candlestick Point and San Francisco Shipyard Disposition and Development Agreement </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The San Francisco Venture is a party to a disposition and development agreement with the San Francisco Agency in which the San Francisco Agency will convey portions of Candlestick Point and The San Francisco Shipyard owned or acquired by the San Francisco Agency to the San Francisco Venture for development. The San Francisco Venture will 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 Point and The San Francisco Shipyard if certain thresholds are met. As of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> the thresholds have not been met. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">At </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, the 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 </span><span style="font-family:inherit;font-size:10pt;"><span>$197.8 million</span></span><span style="font-family:inherit;font-size:10pt;">.</span></div><div style="line-height:120%;padding-top:24px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Letters of Credit </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">At </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">December 31, 2017</span><span style="font-family:inherit;font-size:10pt;">, the Company had outstanding letters of credit totaling </span><span style="font-family:inherit;font-size:10pt;"><span>$2.4 million</span></span><span style="font-family:inherit;font-size:10pt;"> and these letters of credit were issued to secure various development and financial obligations. At </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">December 31, 2017</span><span style="font-family:inherit;font-size:10pt;">, the Company had restricted cash and certificates of deposit of </span><span style="font-family:inherit;font-size:10pt;"><span>$1.4 million</span></span><span style="font-family:inherit;font-size:10pt;"> pledged as collateral under certain of the letters of credit agreements. </span></div><div style="line-height:120%;padding-top:24px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Legal Proceedings</span></div><div style="line-height:120%;padding-top:8px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">California Department of Fish and Wildlife Permits</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In January 2011, petitioners Center for Biological Diversity, California Native Plant Society, and Wishtoyo Foundation/Ventura Coastkeeper, Santa Clarita Organization for Planning and the Environment (“SCOPE”) and Friends of the Santa Clara River filed a complaint in Los Angeles County Superior Court (“Superior Court”) challenging the validity of certain aspects of the environmental impact report (“EIR”) portion of the EIR/Environmental Impact Statement (“EIR/EIS”) for the Newhall Ranch project. In November 2015, following lower court proceedings, the California Supreme Court (“Supreme Court”) reversed the Court of Appeal’s judgment on three issues raised in the case, namely: (i) the EIR’s greenhouse gas (“GHG”) emissions significance findings, (ii) the EIR’s mitigation measures for a protected fish species (“Stickleback”), and (iii) the timeliness of public comments on impacts to cultural resources and another sensitive fish species; and remanded to the Court of Appeal for reconsideration and new decision. In July 2016, after the remand, the Court of Appeal issued a new decision in favor of California Department of Fish and Wildlife (“CDFW”) and the Company as to the public comment issues. After further proceedings, the Court of Appeal remitted the case to the trial court, and that court issued the judgment and writ of mandate proposed by the CDFW as to the GHG and Stickleback issues. In February 2017, petitioners filed a notice of appeal challenging the scope of the trial court’s judgment and writ. In the interim, and in response to the Supreme Court’s decision, CDFW conducted additional analysis on the GHG and Stickleback issues and, in June 2017, reapproved the EIR and Newhall Ranch project. Thereafter, the Court of Appeal issued an opinion affirming the scope of the trial court’s judgment and writ in favor of CDFW and the Company.</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In September 2017, petitioners Center for Biological Diversity, California Native Plant Society, and Wishtoyo Foundation/Ventura Coastkeeper (collectively, “Settling Petitioners”) settled all of their respective claims in the case, leaving only two petitioners, SCOPE and Friends of the Santa Clara River (collectively, “Non-Settling Petitioners”). In October 2017, the two Non-Settling Petitioners objected to CDFW’s June 2017 reapproval of the Newhall Ranch EIR and project. In March 2018, the Supreme Court denied the Non-Settling Petitioners’ petition for review. In July 2018, the trial court entered its judgment at CDFW’s request discharging the trial court’s earlier writ, finding that CDFW has complied with it. The time for an appeal of the judgment expired in September 2018 without an appeal being filed. </span></div><div style="line-height:120%;padding-top:16px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Landmark Village and Mission Village</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Los Angeles County Board of Supervisors (“BOS”) approved the Newhall Ranch Landmark Village and Mission Village EIRs and permits in late 2011 and 2012. In 2012, petitioners filed two petitions (one for each village development) in the Superior Court challenging such approvals under certain state environmental and planning and zoning laws. In 2014, the Superior Court issued decisions in favor of Los Angeles County (the “County”) and the Company, and in 2015, the Court of Appeal affirmed the Superior Court’s decisions in full. Petitioners then filed a petition for review, and in 2015, the Supreme Court granted petitioners’ request to review the County’s GHG analysis, but ordered that further proceedings in the two actions be deferred pending disposition of the related GHG issue in the CDFW action noted above.</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">After the Supreme Court decision invalidating the GHG findings in the related CDFW action, in 2016, the Court of Appeal issued new decisions reversing the trial court judgments to the sole extent that the County’s EIRs did not support its GHG significance impact finding. The matters were remitted to the trial court and that court issued the judgment and writ requested by the County. In May 2017, petitioners filed a notice of appeal challenging the scope of the trial court’s judgment and writ.</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In September 2017, the County advised the trial court it had taken the actions required to fully comply with the writs, and requested that the Superior Court discharge the writs. As explained in further detail below, the two </span></div><div style="line-height:120%;padding-top:8px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Non-Settling Petitioners filed a new action challenging the County’s certification of the additional environmental analyses and approval of the Landmark Village and Mission Village projects and related permits.</span></div><div style="line-height:120%;padding-bottom:8px;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">As with the CDFW action above, in September 2017, the Settling Petitioners settled all of their respective claims in the Landmark Village and Mission Village cases with the Company, leaving only the two Non-Settling Petitioners.</span></div><div style="line-height:120%;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In October 2017, the two Non-Settling Petitioners objected to the County’s return to the writs, raising the same issues as to the scope of the trial court’s writ as they raised in the related CDFW action. As requested by the County and the Company, the trial court deferred its ruling on the Non-Settling Petitioners’ objections until the Court of Appeal’s opinion in the related CDFW action had been finalized and that court issued an opinion resolving the Landmark Village and Mission Village appeals as to the scope of the writs. As discussed above, in March 2018, the Supreme Court denied the Non-Settling Petitioners’ petition to review the Court of Appeal’s decision in the CDFW action. Thereafter, in May 2018, the Court of Appeal issued its combined decision in favor of the County and the Company on the Landmark Village and Mission Village appeals as to the scope of the writs. Based on the County’s compliance with the writ directives, the trial court issued signed orders discharging the writs in August 2018. The time for an appeal of the judgment expired in October 2018 without an appeal being filed. </span></div><div style="line-height:120%;padding-top:16px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Landmark Village/Mission Village</span></div><div style="line-height:120%;padding-top:8px;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">During the pendency of the above-referenced litigation involving the approval of the original EIRs and related permits for the Landmark Village and Mission Village projects, in July 2017, the BOS certified the final additional environmental analyses required as a result of the Supreme Court’s decision regarding the original GHG analysis and reapproved the Landmark Village and Mission Village projects and related permits. In August 2017, the two Non-Settling Petitioners filed a new petition for writ of mandate in the Superior Court. The petition challenges the County’s July 2017 approvals of the Mission Village and Landmark Village environmental analyses and the two projects based on claims arising under CEQA and the California Water Code. The Court held a hearing on the merits of the petition in September 2018. In December 2018, the Superior Court issued its written decision denying the Non-Settling Petitioners’ petition for writ of mandate. Thereafter, in January 2019, the Superior Court entered judgment on the petition for writ of mandate in favor of the County and the Company. </span></div><div style="line-height:120%;padding-top:16px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Other Permits</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In August 2011, the U.S. Army Corps of Engineers (the “Corps”) approved the EIS portion of the joint EIR/EIS and issued its provisional Section 404 Clean Water Act authorization (the “Section 404 Permit”) for the Newhall Ranch project. In September 2012, the Los Angeles Regional Water Quality Control Board (the “Regional Board”) unanimously adopted final Section 401 conditions and certified the Section 404 Permit. In October 2012, petitioners Center for Biological Diversity and Wishtoyo Foundation/Ventura Coastkeeper filed a petition for review and reconsideration of the Regional Board’s actions to the State Water Resources Control Board (“State Board”); however, that petition was withdrawn in September 2017 as part of the settlement referenced above in this action and the CDFW, Landmark Village, and Mission Village actions. In October 2012, after consulting with the U.S. Environmental Protection Agency (the “USEPA”), the Corps issued the final Section 404 Permit.</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In July 2014, plaintiffs, the Settling Petitioners and the Non-Settling Petitioners, filed a complaint against the Corps and the USEPA in the U.S. District Court, Central District of California (Los Angeles) (“U.S. District Court”). The complaint alleged that those two federal agencies violated various environmental and historic preservation laws in connection with the Section 404 Permit and requested, among other things, that the U.S. District Court vacate the federal agencies’ approvals and prohibit construction activities pending compliance with federal law. The Company was granted intervenor status by the U.S. District Court in light of its interests as the landowner and holder of the Section 404 Permit. In June 2015, the U.S. District Court issued a favorable order granting the Corps’ and the Company’s motions for summary judgment and denying plaintiffs’ summary judgment motion. In September 2015, plaintiffs filed a notice of appeal with the U.S. Court of Appeals for the Ninth Circuit (“Ninth Circuit”). The Ninth Circuit briefing is completed and oral argument occurred in February 2017.</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Consistent with the terms of the settlement in this action and the CDFW, Landmark Village, and Mission Village actions, the Settling Petitioners moved to dismiss their claims on appeal and withdraw from the U.S. District Court litigation. In October 2017, the Ninth Circuit granted the motion to dismiss the appeal and the claims with </span></div><div style="line-height:120%;padding-top:8px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">prejudice as to the Settling Petitioners. The Ninth Circuit then ordered supplemental briefs to explain the impact of the dismissal, if any, on the remaining claims. The Corps and the Company, on the one hand, and the two Non-Settling Petitioners, on the other hand, filed supplemental briefs pursuant to the Court’s order. In April 2018, the Ninth Circuit issued its opinion affirming the U.S. District Court’s summary judgment in favor of the Corps and the Company as intervenor. The Ninth Circuit opinion became final and non-appealable in July 2018. </span></div><div style="line-height:174%;padding-top:8px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Hunters Point Litigation</span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In May 2018, residents of the Bayview Hunters Point neighborhood filed a putative class action in San Francisco Superior Court naming Tetra Tech, 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 plaintiffs allege that, among other things, Tetra Tech fraudulently misrepresented its test results and remediation efforts. The plaintiffs are seeking damages against Tetra Tech and have requested an injunction to prevent the Company and Lennar from undertaking any development activities at The San Francisco Shipyard. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In June 2018, </span><span style="font-family:inherit;font-size:10pt;"><span>two</span></span><span style="font-family:inherit;font-size:10pt;"> construction workers who allegedly engaged in development activities at The San Francisco Shipyard filed a lawsuit in San Francisco Superior Court naming Tetra Tech, Lennar and the Company, among others, as defendants. The plaintiffs allege personal injuries resulting from exposure to contamination at The San Francisco Shipyard and are seeking damages relating to such alleged injuries. In March 2019, the plaintiffs dismissed the Company from the lawsuit.</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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, the Company and the Company’s CEO, among others, as defendants. 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. The Company believes that it has meritorious defenses to the allegations in all of these cases and may have insurance and indemnification rights against third parties, including related parties, with respect to these claims. Given the preliminary nature of these claims, the Company cannot predict the outcome of these matters. </span></div><div style="line-height:120%;padding-top:16px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Other</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 consolidated financial statements.</span></div>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 consolidated financial statements. As of <span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, minimum lease payments to be made under operating leases with initial terms in excess of one year and minimum lease payments to be received under noncancelable leases are as follows (in thousands):</span><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:72%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Years Ending December 31,</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;padding-left:9px;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Rental <br/>Payments</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;padding-left:9px;font-size:10pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Rental</span><span style="font-family:inherit;font-size:10pt;"> <br/></span><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Receipts</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2019</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,790</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>633</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,846</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>556</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2021</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,263</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>193</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2022</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,420</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>145</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2023</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,583</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>142</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Thereafter</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13,065</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>925</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>39,967</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,594</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> 5790000 633000 4846000 556000 5263000 193000 5420000 145000 5583000 142000 13065000 925000 39967000 2594000 2700000 2700000 1800000 36500000 43300000 P35Y P35Y 1200000 1200000 1300000 1300000 1400000 1400000 36300000 45800000 37000000.0 7600000 5600000 2917827 0.00633 65100000 436498 0.00633 436498 240000000.0 240000000.0 73500000 79900000 197800000 2400000 1400000 2 SUPPLEMENTAL CASH FLOW INFORMATION<div style="line-height:120%;padding-top:8px;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Supplemental cash flow information for the years ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2016</span><span style="font-family:inherit;font-size:10pt;"> is as follows (in thousands): </span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.78632478632478%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:62%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">SUPPLEMENTAL CASH FLOW INFORMATION:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Cash paid for interest, all of which was capitalized to inventories</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>43,892</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,211</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,807</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">NONCASH INVESTING AND FINANCING ACTIVITIES:</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Liabilities assumed by buyer in connection with sale of golf course operating property</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,795</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Class A common shares issued for redemption of noncontrolling interests</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>30,088</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Contingent consideration related to acquisition of the San Francisco Venture (see Note 4)</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>64,870</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accrued deferred equity and debt offering costs</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,038</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Capital issued in acquisition of interest in the Management Company (see Note 4)</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>173,488</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Capital issued in acquisition of interest in the San Francisco Venture (see Note 4)</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>8,939</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Capital issued in acquisition of interest in the Great Park Venture</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>419,088</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Capital issued in purchase of rights to 12.5% of Non-Legacy Incentive Compensation from FPC-HF Venture I (see Note 4)</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>14,110</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Recognition of TRA liability</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>18,963</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>56,216</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>201,845</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 consolidated statements of cash flows for the years ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> and 2016 is as follows (in thousands): </span><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.78632478632478%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:62%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Cash and cash equivalents</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>495,694</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>848,478</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>62,304</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Restricted cash and certificates of deposit</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,403</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,467</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,343</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>497,097</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>849,945</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>64,647</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div>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. Supplemental cash flow information for the years ended <span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2016</span><span style="font-family:inherit;font-size:10pt;"> is as follows (in thousands): </span><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.78632478632478%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:62%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">SUPPLEMENTAL CASH FLOW INFORMATION:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Cash paid for interest, all of which was capitalized to inventories</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>43,892</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,211</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,807</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">NONCASH INVESTING AND FINANCING ACTIVITIES:</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Liabilities assumed by buyer in connection with sale of golf course operating property</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,795</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Class A common shares issued for redemption of noncontrolling interests</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>30,088</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Contingent consideration related to acquisition of the San Francisco Venture (see Note 4)</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>64,870</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accrued deferred equity and debt offering costs</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,038</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Capital issued in acquisition of interest in the Management Company (see Note 4)</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>173,488</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Capital issued in acquisition of interest in the San Francisco Venture (see Note 4)</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>8,939</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Capital issued in acquisition of interest in the Great Park Venture</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>419,088</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Capital issued in purchase of rights to 12.5% of Non-Legacy Incentive Compensation from FPC-HF Venture I (see Note 4)</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>14,110</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Recognition of TRA liability</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>18,963</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>56,216</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>201,845</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><span style="font-family:inherit;font-size:10pt;">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 consolidated statements of cash flows for the years ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> and 2016 is as follows (in thousands): </span><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.78632478632478%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:62%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Cash and cash equivalents</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>495,694</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>848,478</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>62,304</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Restricted cash and certificates of deposit</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,403</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,467</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,343</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>497,097</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>849,945</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>64,647</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> 43892000 4211000 2807000 7795000 0 0 30088000 0 0 0 0 64870000 0 0 1038000 0 0 173488000 0 0 8939000 0 0 419088000 0 0 14110000 18963000 56216000 201845000 495694000 848478000 62304000 1403000 1467000 2343000 497097000 849945000 64647000 SEGMENT REPORTING <div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">As of and for the </span><span style="font-family:inherit;font-size:10pt;">year ended</span><span style="font-family:inherit;font-size:10pt;"> </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, the Company’s reportable segments consist of: </span></div><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">• Newhall—includes the community of Newhall Ranch planned for development in northern Los Angeles County, California. The Newhall segment derives revenues from the sale of residential and commercial land sites to homebuilders, commercial developers and commercial buyers in addition to ancillary operations of operating properties. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">• San Francisco—includes the Candlestick Point and The San Francisco Shipyard communities located on bayfront property in the City of San Francisco, California. The San Francisco segment derives revenues </span></div><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">from the sale of residential and commercial land sites to homebuilders, commercial developers and commercial buyers in addition to management services provided to affiliates of a related party. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">• Great Park—includes 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 </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, the Company had a </span><span style="font-family:inherit;font-size:10pt;"><span>37.5%</span></span><span style="font-family:inherit;font-size:10pt;"> Percentage Interest in the Great Park Venture and accounts for the investment under the equity method. The reported segment information for the Great Park segment includes the results of 100% of the Great Park Venture at the historical basis of the venture, which did not apply push down accounting in the Formation Transactions. The Great Park segment derives revenues from the sale of residential and commercial land sites to homebuilders, commercial developers and commercial buyers in addition to management services provided by the Company to the Great Park Venture. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">• Commercial—includes Five Point Gateway Campus, an office and research and development campus within the Great Park Neighborhoods, consisting of </span><span style="font-family:inherit;font-size:10pt;"><span>four</span></span><span style="font-family:inherit;font-size:10pt;"> newly constructed buildings. </span><span style="font-family:inherit;font-size:10pt;"><span>Two</span></span><span style="font-family:inherit;font-size:10pt;"> of the </span><span style="font-family:inherit;font-size:10pt;"><span>four</span></span><span style="font-family:inherit;font-size:10pt;"> buildings are leased to one tenant under a </span><span style="font-family:inherit;font-size:10pt;"><span>20</span></span><span style="font-family:inherit;font-size:10pt;">-year triple net lease which commenced in August 2017. The Company and a subsidiary of Lennar have entered into separate </span><span style="font-family:inherit;font-size:10pt;"><span>130</span></span><span style="font-family:inherit;font-size:10pt;">-month full service gross leases to occupy a portion of the other two buildings. This segment also includes property management service provided by the Management Company to the Gateway Commercial Venture, the entity that owns the Five Point Gateway Campus. As of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, the Company had a </span><span style="font-family:inherit;font-size:10pt;"><span>75%</span></span><span style="font-family:inherit;font-size:10pt;"> interest in the Gateway Commercial Venture and accounts 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.</span></div><div style="line-height:120%;padding-top:8px;text-align:left;font-size:1pt;"><span style="font-family:inherit;font-size:1pt;"><br/></span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:1pt;"> </span><span style="font-family:inherit;font-size:10pt;">Segment operating results and reconciliations to the Company’s consolidated balances are as follows: </span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="48"/></tr><tr><td style="width:5%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="47" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">For the year ended December 31, 2018</span></div></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="47" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-style:italic;">(in thousands)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Newhall</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">San Francisco</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Great Park</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Commercial</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Total reportable segments</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Removal of Great Park Venture (1)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Removal of Gateway Commercial Venture (1)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Add investment in Great Park Venture</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Add investment in Gateway Commercial Venture</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Other eliminations (2)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Corporate and unallocated (3)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Total Consolidated</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Revenues</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>6,401</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>6,010</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>210,779</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>28,069</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>251,259</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(175,689</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(26,580</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>48,990</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Depreciation and amortization</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>271</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>287</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>12,456</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>11,730</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>24,744</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(11,730</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>210</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>13,224</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Interest income</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>2,815</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>2,816</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(2,815</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>11,766</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>11,767</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Interest expense</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>11,563</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>11,563</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(11,563</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Segment profit (loss)/net profit (loss)</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(6,802</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(18,060</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>15,211</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(187</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(9,838</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(3,068</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>1,676</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(906</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(1,257</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(54,552</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(67,945</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Other significant items:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Segment assets</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>596,222</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>1,151,372</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>1,303,362</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>479,662</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>3,530,618</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(1,154,216</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(478,956</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>425,653</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>107,246</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(730</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>494,277</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>2,923,892</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Inventory assets and real estate related assets, net</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>559,126</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>1,136,958</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>1,059,717</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>464,123</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>3,219,924</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(1,059,717</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(464,123</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>1,696,084</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Expenditures for long-lived assets (4)</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>198,008</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>73,177</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>109,292</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>27,030</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>407,507</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(109,292</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(27,030</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>2,354</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>273,539</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="47" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">For the year ended December 31, 2017</span></div></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="47" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-style:italic;">(in thousands)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-bottom:1px solid #000000;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Newhall</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-bottom:1px solid #000000;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">San Francisco</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-bottom:1px solid #000000;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Great Park</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-bottom:1px solid #000000;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Commercial</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-bottom:1px solid #000000;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Total reportable segments</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-bottom:1px solid #000000;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Removal of Great Park Venture (1)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-bottom:1px solid #000000;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Removal of Gateway Commercial Venture (1)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-bottom:1px solid #000000;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Add investment in Great Park Venture</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-bottom:1px solid #000000;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Add investment in Gateway Commercial Venture</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-bottom:1px solid #000000;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Other eliminations (2)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-bottom:1px solid #000000;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Corporate and unallocated (3)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-bottom:1px solid #000000;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Total Consolidated</span></div></td></tr></table></div></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="48"/></tr><tr><td style="width:5%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Revenues</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>31,568</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>91,187</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>497,173</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>9,682</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>629,610</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(480,934</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(9,245</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>139,431</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Depreciation and amortization</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>553</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>316</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>4,504</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>5,373</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(4,504</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>185</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>1,054</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Interest income</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>2,226</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>2,229</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(2,226</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>2,574</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>2,577</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Interest expense</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>3,628</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>3,628</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(3,628</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Segment profit (loss)/net profit (loss)</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(12,358</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(19,268</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>42,219</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>458</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>11,051</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(36,061</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(21</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>5,760</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>16</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>43,451</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>24,196</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Other significant items:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Segment assets</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>444,407</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>1,123,266</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>1,578,142</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>456,292</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>3,602,107</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(1,447,604</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(456,006</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>423,492</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>106,516</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(80,890</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>830,740</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>2,978,355</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Inventory assets</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>361,943</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>1,063,949</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>1,089,513</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>448,795</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>2,964,200</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(1,089,513</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(448,795</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>1,425,892</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Expenditures for long-lived assets (4)</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>84,024</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>62,188</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>311,932</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>446,072</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>904,216</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(311,932</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(446,072</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>146,213</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="47" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">For the year ended December 31, 2016</span></div></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="47" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-style:italic;">(in thousands)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Newhall</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">San Francisco</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Great Park</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Commercial</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Total reportable segments</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Removal of Great Park Venture (1)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Removal of Gateway Commercial Venture (1)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Add investment in Great Park Venture</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Add investment in Gateway Commercial Venture</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Other eliminations (2)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Corporate and unallocated (3)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Total Consolidated</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Revenues</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>22,044</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>3,999</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>35,830</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>61,873</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(22,505</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>39,368</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Depreciation and amortization</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>492</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>195</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>2,113</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>2,800</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>58</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>2,858</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Interest income</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>91</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>11,723</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>11,814</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(11,723</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>77</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>168</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Segment loss/net loss</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(22,703</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(14,204</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(67,668</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(104,575</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>71,980</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(1,356</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(62,666</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(96,617</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Other significant items:</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Segment assets</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>416,445</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>1,134,196</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>1,669,679</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>3,220,320</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(1,496,102</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>417,732</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(69,462</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>42,094</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>2,114,582</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Inventory assets</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>280,377</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>1,080,074</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>1,115,818</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>2,476,269</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(1,115,818</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>1,360,451</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Expenditures for long-lived assets (4)</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>21,686</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>42,113</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>123,008</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>186,807</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(123,008</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>461</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>64,260</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:left;padding-left:48px;text-indent:-24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(1) Represents the removal of the Great Park Venture’s and Gateway Commercial Venture’s operating results and balances that are included in the Great Park segment and Commercial segment operating results and balances, respectively, but are not included in the Company’s consolidated results and balances. </span></div><div style="line-height:120%;text-align:left;padding-left:48px;text-indent:-24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(2) Represents intersegment balances that eliminate in consolidation. </span></div><div style="line-height:120%;text-align:left;padding-left:48px;text-indent:-24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(3) Corporate and unallocated activity is primarily comprised of corporate general, and administrative expenses and income taxes. Corporate and unallocated assets consist of cash, marketable securities, receivables, prepaids, and deferred equity offering and financing costs. </span></div><div style="line-height:120%;text-align:left;padding-left:48px;text-indent:-24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(4) Expenditures for long-lived inventory assets are net of cost reimbursements and include noncash project accruals and capitalized interest. </span></div><div style="line-height:120%;text-align:left;padding-left:48px;text-indent:-24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><span style="font-family:inherit;font-size:10pt;">Lennar and several of its affiliates represented one of the Company’s major customers for the years ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2016</span><span style="font-family:inherit;font-size:10pt;">, and accounted for approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$93.4 million</span></span><span style="font-family:inherit;font-size:10pt;"> or </span><span style="font-family:inherit;font-size:10pt;"><span>67%</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$6.0 million</span></span><span style="font-family:inherit;font-size:10pt;"> or </span><span style="font-family:inherit;font-size:10pt;"><span>15%</span></span><span style="font-family:inherit;font-size:10pt;">, respectively, of total consolidated revenues. These revenues represented land sales and management services revenues, and were reported in the Newhall and San Francisco segments. The Great Park Venture represented another of the Company’s major customers for the years ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2016</span><span style="font-family:inherit;font-size:10pt;">, and accounted for approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$35.1 million</span></span><span style="font-family:inherit;font-size:10pt;"> or </span><span style="font-family:inherit;font-size:10pt;"><span>72%</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$16.2 million</span></span><span style="font-family:inherit;font-size:10pt;"> or </span><span style="font-family:inherit;font-size:10pt;"><span>12%</span></span><span style="font-family:inherit;font-size:10pt;">, and </span><span style="font-family:inherit;font-size:10pt;"><span>$13.3 million</span></span><span style="font-family:inherit;font-size:10pt;"> or </span><span style="font-family:inherit;font-size:10pt;"><span>34%</span></span>, respectively, of total consolidated revenues. These revenues represented management services revenues and were reported in the Great Park segment. 0.375 4 2 4 P20Y P130M 0.75  <span style="font-family:inherit;font-size:10pt;">Segment operating results and reconciliations to the Company’s consolidated balances are as follows: </span><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="48"/></tr><tr><td style="width:5%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="47" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">For the year ended December 31, 2018</span></div></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="47" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-style:italic;">(in thousands)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Newhall</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">San Francisco</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Great Park</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Commercial</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Total reportable segments</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Removal of Great Park Venture (1)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Removal of Gateway Commercial Venture (1)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Add investment in Great Park Venture</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Add investment in Gateway Commercial Venture</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Other eliminations (2)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Corporate and unallocated (3)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Total Consolidated</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Revenues</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>6,401</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>6,010</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>210,779</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>28,069</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>251,259</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(175,689</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(26,580</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>48,990</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Depreciation and amortization</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>271</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>287</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>12,456</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>11,730</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>24,744</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(11,730</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>210</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>13,224</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Interest income</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>2,815</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>2,816</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(2,815</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>11,766</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>11,767</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Interest expense</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>11,563</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>11,563</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(11,563</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Segment profit (loss)/net profit (loss)</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(6,802</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(18,060</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>15,211</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(187</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(9,838</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(3,068</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>1,676</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(906</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(1,257</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(54,552</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(67,945</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Other significant items:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Segment assets</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>596,222</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>1,151,372</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>1,303,362</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>479,662</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>3,530,618</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(1,154,216</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(478,956</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>425,653</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>107,246</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(730</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>494,277</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>2,923,892</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Inventory assets and real estate related assets, net</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>559,126</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>1,136,958</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>1,059,717</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>464,123</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>3,219,924</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(1,059,717</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(464,123</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>1,696,084</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Expenditures for long-lived assets (4)</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>198,008</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>73,177</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>109,292</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>27,030</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>407,507</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(109,292</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(27,030</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>2,354</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>273,539</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="47" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">For the year ended December 31, 2017</span></div></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="47" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-style:italic;">(in thousands)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-bottom:1px solid #000000;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Newhall</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-bottom:1px solid #000000;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">San Francisco</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-bottom:1px solid #000000;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Great Park</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-bottom:1px solid #000000;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Commercial</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-bottom:1px solid #000000;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Total reportable segments</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-bottom:1px solid #000000;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Removal of Great Park Venture (1)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-bottom:1px solid #000000;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Removal of Gateway Commercial Venture (1)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-bottom:1px solid #000000;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Add investment in Great Park Venture</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-bottom:1px solid #000000;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Add investment in Gateway Commercial Venture</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-bottom:1px solid #000000;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Other eliminations (2)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-bottom:1px solid #000000;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Corporate and unallocated (3)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-bottom:1px solid #000000;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Total Consolidated</span></div></td></tr></table></div></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="48"/></tr><tr><td style="width:5%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Revenues</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>31,568</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>91,187</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>497,173</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>9,682</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>629,610</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(480,934</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(9,245</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>139,431</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Depreciation and amortization</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>553</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>316</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>4,504</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>5,373</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(4,504</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>185</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>1,054</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Interest income</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>2,226</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>2,229</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(2,226</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>2,574</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>2,577</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Interest expense</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>3,628</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>3,628</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(3,628</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Segment profit (loss)/net profit (loss)</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(12,358</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(19,268</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>42,219</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>458</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>11,051</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(36,061</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(21</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>5,760</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>16</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>43,451</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>24,196</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Other significant items:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Segment assets</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>444,407</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>1,123,266</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>1,578,142</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>456,292</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>3,602,107</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(1,447,604</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(456,006</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>423,492</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>106,516</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(80,890</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>830,740</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>2,978,355</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Inventory assets</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>361,943</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>1,063,949</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>1,089,513</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>448,795</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>2,964,200</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(1,089,513</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(448,795</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>1,425,892</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Expenditures for long-lived assets (4)</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>84,024</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>62,188</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>311,932</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>446,072</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>904,216</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(311,932</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(446,072</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>146,213</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="47" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">For the year ended December 31, 2016</span></div></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="47" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-style:italic;">(in thousands)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Newhall</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">San Francisco</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Great Park</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Commercial</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Total reportable segments</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Removal of Great Park Venture (1)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Removal of Gateway Commercial Venture (1)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Add investment in Great Park Venture</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Add investment in Gateway Commercial Venture</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Other eliminations (2)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Corporate and unallocated (3)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Total Consolidated</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Revenues</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>22,044</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>3,999</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>35,830</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>61,873</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(22,505</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>39,368</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Depreciation and amortization</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>492</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>195</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>2,113</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>2,800</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>58</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>2,858</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Interest income</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>91</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>11,723</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>11,814</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(11,723</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>77</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>168</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Segment loss/net loss</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(22,703</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(14,204</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(67,668</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(104,575</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>71,980</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(1,356</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(62,666</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(96,617</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Other significant items:</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Segment assets</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>416,445</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>1,134,196</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>1,669,679</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>3,220,320</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(1,496,102</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>417,732</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(69,462</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>42,094</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>2,114,582</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Inventory assets</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>280,377</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>1,080,074</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>1,115,818</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>2,476,269</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(1,115,818</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>1,360,451</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">Expenditures for long-lived assets (4)</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>21,686</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>42,113</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>123,008</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>186,807</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>(123,008</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>461</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"><span>64,260</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:left;padding-left:48px;text-indent:-24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(1) Represents the removal of the Great Park Venture’s and Gateway Commercial Venture’s operating results and balances that are included in the Great Park segment and Commercial segment operating results and balances, respectively, but are not included in the Company’s consolidated results and balances. </span></div><div style="line-height:120%;text-align:left;padding-left:48px;text-indent:-24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(2) Represents intersegment balances that eliminate in consolidation. </span></div><div style="line-height:120%;text-align:left;padding-left:48px;text-indent:-24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(3) Corporate and unallocated activity is primarily comprised of corporate general, and administrative expenses and income taxes. Corporate and unallocated assets consist of cash, marketable securities, receivables, prepaids, and deferred equity offering and financing costs. </span></div><div style="line-height:120%;text-align:left;padding-left:48px;text-indent:-24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(4) Expenditures for long-lived inventory assets are net of cost reimbursements and include noncash project accruals and capitalized interest. </span></div><br/> 6401000 6010000 210779000 28069000 251259000 -175689000 -26580000 0 0 0 0 48990000 271000 287000 12456000 11730000 24744000 0 -11730000 0 0 0 210000 13224000 1000 0 2815000 0 2816000 -2815000 0 0 0 0 11766000 11767000 0 0 0 11563000 11563000 0 -11563000 0 0 0 0 0 -6802000 -18060000 15211000 -187000 -9838000 -3068000 1676000 -906000 -1257000 0 -54552000 -67945000 596222000 1151372000 1303362000 479662000 3530618000 -1154216000 -478956000 425653000 107246000 -730000 494277000 2923892000 559126000 1136958000 1059717000 464123000 3219924000 -1059717000 -464123000 0 0 0 0 1696084000 198008000 73177000 109292000 27030000 407507000 -109292000 -27030000 0 0 0 2354000 273539000 31568000 91187000 497173000 9682000 629610000 -480934000 -9245000 0 0 0 0 139431000 553000 316000 0 4504000 5373000 0 -4504000 0 0 0 185000 1054000 3000 0 2226000 0 2229000 -2226000 0 0 0 0 2574000 2577000 0 0 0 3628000 3628000 0 -3628000 0 0 0 0 0 -12358000 -19268000 42219000 458000 11051000 -36061000 -21000 5760000 16000 0 43451000 24196000 444407000 1123266000 1578142000 456292000 3602107000 -1447604000 -456006000 423492000 106516000 -80890000 830740000 2978355000 361943000 1063949000 1089513000 448795000 2964200000 -1089513000 -448795000 0 0 0 0 1425892000 84024000 62188000 311932000 446072000 904216000 -311932000 -446072000 0 0 0 1000 146213000 22044000 3999000 35830000 0 61873000 -22505000 0 0 0 0 0 39368000 492000 195000 2113000 0 2800000 0 0 0 0 0 58000 2858000 91000 0 11723000 0 11814000 -11723000 0 0 0 0 77000 168000 -22703000 -14204000 -67668000 0 -104575000 71980000 0 -1356000 0 0 -62666000 -96617000 416445000 1134196000 1669679000 0 3220320000 -1496102000 0 417732000 0 -69462000 42094000 2114582000 280377000 1080074000 1115818000 0 2476269000 -1115818000 0 0 0 0 0 1360451000 21686000 42113000 123008000 0 186807000 -123008000 0 0 0 0 461000 64260000 93400000 0.67 6000000.0 0.15 35100000 0.72 16200000 0.12 13300000 0.34 SHARE-BASED COMPENSATION <div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Company may grant equity incentive awards to employees, consultants and non-employee directors under the Five Point Holdings, LLC 2016 Incentive Award Plan (the “Incentive Award Plan”). The Incentive Award Plan provides for the grant of share options, restricted shares, restricted share units, performance awards (which include, but are not limited to, cash bonuses), distribution equivalent awards, deferred share awards, share payment awards, share appreciation rights, other incentive awards (which include, but are not limited to, LTIP Unit awards (as defined in the Incentive Award Plan) and performance share awards. The Incentive Award Plan authorized the issuance of up to </span><span style="font-family:inherit;font-size:10pt;"><span>8,500,822</span></span><span style="font-family:inherit;font-size:10pt;"> Class A common shares of the Holding Company. As of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, there were </span><span style="font-family:inherit;font-size:10pt;"><span>4,077,493</span></span><span style="font-family:inherit;font-size:10pt;"> remaining Class A common shares available for future issuance under the Incentive Award Plan. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Under the Incentive Award Plan, the Company has granted restricted share units (“RSUs”) and restricted share awards either fully vested or with service conditions. Awards with a service condition generally vest over a three-year period or in the case of non-employee directors over one year. Restricted share awards entitle the holders to non-forfeitable distributions and to vote the underlying Class A common share during the restricted period.</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Company estimates the fair value of restricted share awards with a service condition based on the closing market price of the Company’s Class A common shares on the award’s grant date. Prior to the Company’s IPO, the Company measured the fair value of RSUs and restricted share awards based on the estimated fair value of the Company’s underlying Class A common shares determined using a discounted cash flow analysis. The inputs utilized in the Company’s estimate were selected by the Company based on information available to the Company, including relevant information obtained after the measurement date, as to the assumptions that market participants would make at the measurement date. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">During the years ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2016</span><span style="font-family:inherit;font-size:10pt;">, the Company reacquired vested RSUs and restricted share awards from employees for </span><span style="font-family:inherit;font-size:10pt;"><span>$5.1 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$6.5 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$0.4 million</span></span><span style="font-family:inherit;font-size:10pt;">, respectively, for the purpose of settling tax withholding obligations. 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. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table summarizes share-based equity compensation activity for the years ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2016</span><span style="font-family:inherit;font-size:10pt;">: </span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="7"/></tr><tr><td style="width:71%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Share-Based Awards <br/>(in thousands)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Weighted- <br/>Average Grant <br/>Date Fair Value</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Nonvested at January 1, 2016</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Granted</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,350</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>19.81</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Vested</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,045</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>19.62</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Nonvested at December 31, 2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,305</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>20.00</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Granted</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>453</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>15.52</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Vested</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(673</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>19.26</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Nonvested at December 31, 2017</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,085</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>18.57</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Granted</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,724</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>14.81</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Forfeited</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(105</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>14.83</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Vested</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(811</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>18.76</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Nonvested at December 31, 2018</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,893</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>15.27</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Share-based compensation expense was </span><span style="font-family:inherit;font-size:10pt;"><span>$11.4 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$18.5 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$27.7 million</span></span><span style="font-family:inherit;font-size:10pt;"> for the years ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2016</span><span style="font-family:inherit;font-size:10pt;">, respectively. Share-based compensation expense is included in selling, general, and administrative expenses in the accompanying consolidated statements of operations. Approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$18.2 million</span></span><span style="font-family:inherit;font-size:10pt;"> of total unrecognized compensation cost related to non-vested awards is expected to be recognized over a weighted–average period of </span><span style="font-family:inherit;font-size:10pt;"><span>1.9</span></span><span style="font-family:inherit;font-size:10pt;"> years from </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">. The estimated fair value at vesting of share-based awards that vested during the years ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2016</span><span style="font-family:inherit;font-size:10pt;"> was </span><span style="font-family:inherit;font-size:10pt;"><span>$11.8 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$10.5 million</span></span><span style="font-family:inherit;font-size:10pt;">, and </span><span style="font-family:inherit;font-size:10pt;"><span>$20.5 million</span></span><span style="font-family:inherit;font-size:10pt;"> respectively.</span></div><div style="line-height:120%;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><span style="font-family:inherit;font-size:10pt;">In January 2019, the Company granted </span><span style="font-family:inherit;font-size:10pt;"><span>2.3 million</span></span> equity incentive awards to employees and non-employee directors. The awards were comprised of restricted share awards with a service condition and restricted share awards or RSU awards with a market condition contingent on the Company’s Class A common shares satisfying certain price targets. 8500822 4077493 5100000 6500000 400000 The following table summarizes share-based equity compensation activity for the years ended <span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2016</span><span style="font-family:inherit;font-size:10pt;">: </span><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="7"/></tr><tr><td style="width:71%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Share-Based Awards <br/>(in thousands)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Weighted- <br/>Average Grant <br/>Date Fair Value</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Nonvested at January 1, 2016</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Granted</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,350</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>19.81</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Vested</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,045</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>19.62</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Nonvested at December 31, 2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,305</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>20.00</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Granted</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>453</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>15.52</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Vested</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(673</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>19.26</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Nonvested at December 31, 2017</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,085</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>18.57</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Granted</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,724</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>14.81</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Forfeited</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(105</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>14.83</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Vested</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(811</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>18.76</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Nonvested at December 31, 2018</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,893</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>15.27</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> 0 0 2350000 19.81 1045000 19.62 1305000 20.00 453000 15.52 673000 19.26 1085000 18.57 1724000 14.81 105000 14.83 811000 18.76 1893000 15.27 11400000 18500000 27700000 18200000 P1Y10M24D 11800000 10500000 20500000 2300000 EMPLOYEE BENEFIT PLANS<div style="line-height:138%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Retirement Plan</span><span style="font-family:inherit;font-size:10pt;">—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.</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Retirement Plan’s funded status and amounts recognized in the Company’s consolidated financial statements for the Retirement Plan as of and for the years ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> are as follows (in thousands): </span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:87.3931623931624%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:73%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Change in benefit obligation:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Projected benefit obligation—beginning of year</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>21,622</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>20,919</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Interest cost</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>749</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>818</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Benefits paid</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(984</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(929</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Actuarial (gain) loss</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,063</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>814</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Projected benefit obligation—end of year</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>20,324</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>21,622</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Change in plan assets:</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Fair value of plan assets—beginning of year</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>18,829</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>16,778</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Actual (loss) gain on plan assets</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,168</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,450</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Employer contributions</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>218</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>530</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Benefits paid</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(984</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(929</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Fair value of plan assets—end of year</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>16,895</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>18,829</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Funded status</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(3,429</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2,793</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Amounts recognized in the consolidated balance sheet—liability</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,429</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,793</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Amounts recognized in accumulated other comprehensive loss—net actuarial loss</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(5,428</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(4,266</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The accumulated benefit obligation for the Retirement Plan was </span><span style="font-family:inherit;font-size:10pt;"><span>$20.3 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$21.6 million</span></span><span style="font-family:inherit;font-size:10pt;"> at </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, respectively. </span></div><div style="line-height:120%;padding-top:6px;text-align:left;font-size:1pt;"><span style="font-family:inherit;font-size:1pt;"> </span></div><div style="line-height:120%;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The components of net periodic benefit and other amounts recognized in accumulated other comprehensive loss as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2016</span><span style="font-family:inherit;font-size:10pt;">, are as follows (in thousands): </span></div><div style="line-height:120%;text-align:left;font-size:12pt;"><span style="font-family:inherit;font-size:12pt;"> </span></div><div style="line-height:120%;text-align:center;padding-left:0px;text-indent:0px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:99.57264957264957%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:65%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net periodic benefit:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Interest cost</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>749</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>818</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>859</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Expected return on plan assets</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,146</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,024</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,007</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Amortization of net actuarial loss</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>90</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>113</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>91</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net periodic benefit</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(307</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(93</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(57</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Adjustment to accumulated other comprehensive loss:</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net actuarial loss (gain)</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,252</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(611</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>332</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Amortization of net actuarial loss</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(90</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(113</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(91</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total adjustment to accumulated other comprehensive loss</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,162</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(724</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>241</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total recognized in net periodic benefit and accumulated other comprehensive loss</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>855</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(817</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>184</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:42px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The weighted-average assumptions used to determine benefit obligations as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> were as follows:</span></div><div style="line-height:120%;text-align:center;padding-left:0px;text-indent:0px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:86.11111111111111%;border-collapse:collapse;text-align:left;"><tr><td colspan="4"/></tr><tr><td style="width:71%;"/><td style="width:14%;"/><td style="width:1%;"/><td style="width:14%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Discount rate</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4.20%</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.55%</span></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Rate of compensation increase</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">N/A</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">N/A</span></div></td></tr></table></div></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The weighted-average assumptions used to determine net periodic expense for the years ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2016</span><span style="font-family:inherit;font-size:10pt;">, were as follows: </span></div><div style="line-height:120%;text-align:left;font-size:12pt;"><span style="font-family:inherit;font-size:12pt;"> </span></div><div style="line-height:120%;text-align:center;padding-left:0px;text-indent:0px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:98.71794871794873%;border-collapse:collapse;text-align:left;"><tr><td colspan="6"/></tr><tr><td style="width:62%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:12%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Discount rate</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.55%</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4.10%</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4.35%</span></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Rate of compensation increase</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">N/A</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">N/A</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">N/A</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Expected long-term return on plan assets</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6.23%</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6.33%</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6.32%</span></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">To develop the long-term rate of return on assets assumption, the Company considered the current level of expected return on risk-free investments (primarily U.S. government bonds), the historical level of the risk premium associated with the other asset classes in which the portfolio is invested, and the expectations for future returns of each asset class. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Plan Assets</span><span style="font-family:inherit;font-size:10pt;">—The Company’s investment policy and strategy for the Retirement Plan is to ensure the appropriate level of diversification and risk. The asset allocation targets were approximately </span><span style="font-family:inherit;font-size:10pt;"><span>55%</span></span><span style="font-family:inherit;font-size:10pt;"> in equity investments (Standard &amp; Poor’s Large Cap Index Funds, Small Cap Equity, Mid Cap Equity, and International Equity) and approximately </span><span style="font-family:inherit;font-size:10pt;"><span>45%</span></span><span style="font-family:inherit;font-size:10pt;"> in fixed-income investments (U.S. bond funds and domestic fixed income). In accordance with the policy, the Retirement Plan assets are monitored and the investments rebalanced quarterly if there was more than </span><span style="font-family:inherit;font-size:10pt;"><span>5%</span></span><span style="font-family:inherit;font-size:10pt;"> deviation from target allocation for the Retirement Plan. The Retirement Plan’s assets consist of pooled or collective investment funds that have more than one investor. The Retirement Plan estimates the fair value of its interest in such funds at a net asset value (“NAV”) per unit reported by the trustee. The NAV per unit is the result of accumulated values of the underlying investments held by the fund, which are valued daily. NAV is utilized by the Company as a practical expedient as of the consolidated balance sheet date. No adjustments were made to the NAV of the funds. The Retirement Plan’s assets may be redeemed at the NAV per unit with no restrictions. </span></div><div style="line-height:120%;padding-top:6px;text-align:left;font-size:1pt;"><span style="font-family:inherit;font-size:1pt;"> </span></div><div style="line-height:120%;text-align:left;text-indent:42px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Retirement Plan’s assets at fair value as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, are as follows (in thousands): </span></div><div style="line-height:120%;text-align:left;font-size:12pt;"><span style="font-family:inherit;font-size:12pt;"> </span></div><div style="line-height:120%;text-align:center;padding-left:0px;text-indent:0px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:75%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Asset Category</span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Pooled and/or collective funds:</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Equity funds:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:80px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Large cap</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,777</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,068</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:80px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Mid cap</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,101</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,197</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:80px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Small cap</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,579</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,777</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:80px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">International</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,654</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,060</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Fixed-income funds—U.S. bonds and short term</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,784</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,727</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>16,895</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>18,829</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Company’s funding policy is to contribute amounts sufficient to meet minimum requirements but not more than the maximum tax-deductible amount. The Company does not expect to have a minimum required contribution in 2019 and expects future benefit payments to be paid as follows (in thousands):    </span></div><div style="line-height:120%;text-align:left;font-size:12pt;"><span style="font-family:inherit;font-size:12pt;"> </span></div><div style="line-height:120%;text-align:center;padding-left:0px;text-indent:0px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="4"/></tr><tr><td style="width:87%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2019</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,008</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2020</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,211</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2021</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>999</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2022</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,563</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2023</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,433</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2024-2028</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10,223</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>17,437</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Employee Savings Plan</span><span style="font-family:inherit;font-size:10pt;">—The Company has an employee savings plan under Section 401(k) of the Internal Revenue Code, which is available to all eligible associates. Certain associate contributions may be supplemented by the Company. The Company’s contributions were </span><span style="font-family:inherit;font-size:10pt;"><span>$0.6 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$0.7 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$0.2 million</span></span><span style="font-family:inherit;font-size:10pt;"> for the years ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2016</span>, respectively. The Retirement Plan’s funded status and amounts recognized in the Company’s consolidated financial statements for the Retirement Plan as of and for the years ended <span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> are as follows (in thousands): </span><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:87.3931623931624%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:73%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Change in benefit obligation:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Projected benefit obligation—beginning of year</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>21,622</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>20,919</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Interest cost</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>749</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>818</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Benefits paid</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(984</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(929</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Actuarial (gain) loss</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,063</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>814</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Projected benefit obligation—end of year</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>20,324</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>21,622</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Change in plan assets:</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Fair value of plan assets—beginning of year</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>18,829</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>16,778</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Actual (loss) gain on plan assets</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,168</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,450</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Employer contributions</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>218</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>530</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Benefits paid</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(984</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(929</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Fair value of plan assets—end of year</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>16,895</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>18,829</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Funded status</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(3,429</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2,793</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Amounts recognized in the consolidated balance sheet—liability</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,429</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,793</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Amounts recognized in accumulated other comprehensive loss—net actuarial loss</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(5,428</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(4,266</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr></table></div> 21622000 20919000 749000 818000 984000 929000 -1063000 814000 20324000 21622000 18829000 16778000 -1168000 2450000 218000 530000 984000 929000 16895000 18829000 -3429000 -2793000 3429000 2793000 -5428000 -4266000 20300000 21600000 The components of net periodic benefit and other amounts recognized in accumulated other comprehensive loss as of <span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2016</span><span style="font-family:inherit;font-size:10pt;">, are as follows (in thousands): </span><div style="line-height:120%;text-align:left;font-size:12pt;"><span style="font-family:inherit;font-size:12pt;"> </span></div><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:99.57264957264957%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:65%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net periodic benefit:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Interest cost</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>749</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>818</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>859</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Expected return on plan assets</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,146</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,024</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,007</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Amortization of net actuarial loss</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>90</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>113</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>91</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net periodic benefit</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(307</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(93</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(57</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Adjustment to accumulated other comprehensive loss:</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net actuarial loss (gain)</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,252</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(611</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>332</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Amortization of net actuarial loss</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(90</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(113</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(91</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total adjustment to accumulated other comprehensive loss</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,162</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(724</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>241</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total recognized in net periodic benefit and accumulated other comprehensive loss</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>855</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(817</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>184</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> 749000 818000 859000 1146000 1024000 1007000 -90000 -113000 -91000 -307000 -93000 -57000 -1252000 611000 -332000 -90000 -113000 -91000 -1162000 724000 -241000 855000 -817000 184000 The weighted-average assumptions used to determine benefit obligations as of <span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> were as follows:</span><div style="line-height:120%;text-align:center;padding-left:0px;text-indent:0px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:86.11111111111111%;border-collapse:collapse;text-align:left;"><tr><td colspan="4"/></tr><tr><td style="width:71%;"/><td style="width:14%;"/><td style="width:1%;"/><td style="width:14%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Discount rate</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4.20%</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.55%</span></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Rate of compensation increase</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">N/A</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">N/A</span></div></td></tr></table></div></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The weighted-average assumptions used to determine net periodic expense for the years ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2016</span><span style="font-family:inherit;font-size:10pt;">, were as follows: </span></div><div style="line-height:120%;text-align:left;font-size:12pt;"><span style="font-family:inherit;font-size:12pt;"> </span></div><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:98.71794871794873%;border-collapse:collapse;text-align:left;"><tr><td colspan="6"/></tr><tr><td style="width:62%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:12%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Discount rate</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.55%</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4.10%</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4.35%</span></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Rate of compensation increase</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">N/A</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">N/A</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">N/A</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Expected long-term return on plan assets</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6.23%</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6.33%</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6.32%</span></span></div></td></tr></table></div> 0.0420 0.0355 0.0355 0.0410 0.0435 0.0623 0.0633 0.0632 0.55 0.45 0.05 The Retirement Plan’s assets at fair value as of <span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, are as follows (in thousands): </span><div style="line-height:120%;text-align:left;font-size:12pt;"><span style="font-family:inherit;font-size:12pt;"> </span></div><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:75%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Asset Category</span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Pooled and/or collective funds:</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Equity funds:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:80px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Large cap</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,777</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,068</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:80px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Mid cap</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,101</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,197</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:80px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Small cap</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,579</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,777</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:80px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">International</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,654</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,060</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Fixed-income funds—U.S. bonds and short term</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,784</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,727</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>16,895</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>18,829</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> 5777000 6068000 1101000 1197000 1579000 1777000 1654000 2060000 6784000 7727000 16895000 18829000 The Company’s funding policy is to contribute amounts sufficient to meet minimum requirements but not more than the maximum tax-deductible amount. The Company does not expect to have a minimum required contribution in 2019 and expects future benefit payments to be paid as follows (in thousands):    <div style="line-height:120%;text-align:left;font-size:12pt;"><span style="font-family:inherit;font-size:12pt;"> </span></div><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="4"/></tr><tr><td style="width:87%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2019</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,008</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2020</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,211</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2021</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>999</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2022</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,563</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2023</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,433</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2024-2028</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10,223</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>17,437</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> 1008000 2211000 999000 1563000 1433000 10223000 17437000 600000 700000 200000 INCOME TAXES <div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Company accounts for income taxes in accordance with ASC 740, which requires an asset and liability approach for measuring deferred taxes based on temporary differences between the financial statements and tax bases of assets and liabilities existing at each balance sheet date using enacted tax rates for the years in which taxes are expected to be paid or recovered.</span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The (expense) benefit for income taxes for the years ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2016</span><span style="font-family:inherit;font-size:10pt;"> was as follows (in thousands):</span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:91.02564102564102%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:62%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deferred income tax (expense) benefit:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Federal</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,066</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(28,643</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13,021</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">State</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,340</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(6,501</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,826</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:80px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total deferred income tax benefit (expense)</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,406</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(35,144</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>16,847</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(Increase) decrease in valuation allowance</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(16,585</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>35,146</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(8,901</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Expiration of unused loss carryforwards</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(4</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(58</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(Expense) benefit for income taxes</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(9,183</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,888</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Limitations on the utilization of net operating losses included in the Tax Act caused us to increase our valuation allowance giving rise to a </span><span style="font-family:inherit;font-size:10pt;"><span>$9.2 million</span></span><span style="font-family:inherit;font-size:10pt;"> federal tax provision and no state income tax provision for the year ended December 31, 2018. Due to the Holding Company generating federal and state tax losses, the Holding Company had no current federal or state income tax provision for the years ended December 31, </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2016</span><span style="font-family:inherit;font-size:10pt;">.</span></div><div style="line-height:120%;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The tax effects of significant temporary differences are as follows (in thousands): </span></div><div style="line-height:120%;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:79.48717948717949%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:73%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deferred tax assets</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net operating loss carryforward</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>102,026</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>91,742</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Tax receivable agreement</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>47,435</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>42,668</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,382</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,043</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Valuation allowance</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(23,207</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(7,891</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total deferred tax assets</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>127,636</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>127,562</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deferred tax liabilities-investments in subsidiaries</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(136,819</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(127,562</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deferred tax liability, net</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(9,183</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">A reduction of the carrying amounts of deferred tax assets by a valuation allowance is required, if based on the available evidence; it is more likely than not that such assets will not be realized. In the continual assessment of the requirement for a valuation allowance, appropriate consideration is given to all positive and negative evidence related to the realization of the deferred tax assets. This assessment considers, among other matters, the nature, frequency, and severity of current and cumulative losses; forecasts of future profitability; the duration of statutory carryforward periods; the Holding Company’s experience with loss carryforwards not expiring unused; and tax-planning alternatives. The amount of the valuation allowance recorded against the deferred tax asset could be adjusted if there are changes to the positive and negative factors discussed above. </span></div><div style="line-height:120%;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">At December 31, 2016, the Holding Company had a valuation allowance against its deferred tax assets. During the year ended December 31, 2017, the valuation allowance decreased by </span><span style="font-family:inherit;font-size:10pt;"><span>$29.8 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$5.3 million</span></span><span style="font-family:inherit;font-size:10pt;"> as a result of operating income and a decrease in deferred taxes attributable to federal tax rate reductions enacted as part of the Tax Act, respectively. Also during 2017, the valuation allowance increased by </span><span style="font-family:inherit;font-size:10pt;"><span>$27.3 million</span></span><span style="font-family:inherit;font-size:10pt;"> as a result of deferred taxes established through adjustments to contributed capital principally associated with increases in the payable pursuant to the tax receivable agreement. The net decrease in the valuation allowance for the year ended December 31, 2017 was </span><span style="font-family:inherit;font-size:10pt;"><span>$7.8 million</span></span><span style="font-family:inherit;font-size:10pt;">.</span></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">During the year ended December 31, 2018, the valuation allowance increased by </span><span style="font-family:inherit;font-size:10pt;"><span>$16.6 million</span></span><span style="font-family:inherit;font-size:10pt;"> as a result of operating losses. Also during 2018, the valuation allowance decreased by </span><span style="font-family:inherit;font-size:10pt;"><span>$1.3 million</span></span><span style="font-family:inherit;font-size:10pt;"> as a result of deferred taxes established through adjustments to contributed capital principally associated with increases in the payable pursuant to the tax receivable agreement. The net increase in the valuation allowance for the year ended December 31, 2018 was </span><span style="font-family:inherit;font-size:10pt;"><span>$15.3 million</span></span><span style="font-family:inherit;font-size:10pt;">.</span></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">With the enactment of the Tax Act, the corporate federal income tax rate dropped from 35% to a flat 21% rate effective January 1, 2018. The SEC staff issued the Staff Accounting Bulletin 118 (“SAB 118”), which provides guidance on accounting for the tax effects of the Tax Act and provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act.</span></div><div style="line-height:120%;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">We applied the guidance in SAB 118 when accounting for the enactment-date effects of the Tax Act in 2017 and throughout 2018. As of December 31, 2017, we had completed the majority of our accounting for the tax effects of the Tax Act. As a result of the rate change, the Company was required to revalue its deferred tax asset at December 31, 2017 and recorded a provisional adjustment to reduce its value by </span><span style="font-family:inherit;font-size:10pt;"><span>$5.3 million</span></span><span style="font-family:inherit;font-size:10pt;">, which is included in </span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">the tax provision for 2017. Due to the Company’s valuation allowance, the </span><span style="font-family:inherit;font-size:10pt;"><span>$5.3 million</span></span><span style="font-family:inherit;font-size:10pt;"> was offset with a valuation allowance. As of December 31, 2018, we have now completed our accounting for all of the enactment-date income tax effects of the Tax Act. As part of our final analysis of the Tax Act, we recognized an adjustment of </span><span style="font-family:inherit;font-size:10pt;"><span>$9.2 million</span></span><span style="font-family:inherit;font-size:10pt;"> to the provisional amounts recorded at December 31, 2017 and included this adjustment as a component of income tax expense from continuing operations. The change relates to adjustments to the Company’s valuation allowance as a result of the limitation for post-2017 net operating losses to offset only 80% of tax income. The change to the net operating loss utilization limitation requires additional valuation allowance to account for the limitation.</span></div><div style="line-height:120%;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-bottom:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">At December 31, 2018, the Holding Company had federal tax effected net operating loss (“NOL”) carryforwards totaling </span><span style="font-family:inherit;font-size:10pt;"><span>$78.4 million</span></span><span style="font-family:inherit;font-size:10pt;">, and state tax effected NOL carryforwards, net of federal income tax benefit, totaling </span><span style="font-family:inherit;font-size:10pt;"><span>$23.6 million</span></span><span style="font-family:inherit;font-size:10pt;">. Federal NOLs incurred prior to 2018 and California NOLs may be carried forward up to 20 years to offset future taxable income and begin to expire in 2029. Federal NOLs incurred in 2018 and forward do not expire.</span></div><div style="line-height:120%;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Internal Revenue Code generally limits the availability of NOLs if an ownership change occurs within any three-year period under Section 382. If the Holding Company were to experience an ownership change of more than 50%, the use of all NOLs (and potentially other built-in losses) would generally be subject to a limitation equal to the value of the Holding Company’s equity before the ownership change, multiplied by the long-term tax-exempt rate. The Holding Company estimates that after giving effect to various transactions by members who hold a 5% or greater interest in the Holding Company, it has not experienced an ownership change as computed in accordance with Section 382. In the event of an ownership change, the Holding Company’s use of the NOLs may be limited and not fully available for realization. </span></div><div style="line-height:120%;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">With regard to the TRA (see Note 12), the Holding Company has established a liability for the payments considered probable and estimable that would be required under the TRA based upon, among other things, the book value of its assets. This liability is not currently recognized for tax purposes and will give rise to tax deductions as payments are made. Accordingly, a deferred tax asset has been reflected for the net effect of this temporary difference. </span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">A reconciliation of the statutory rate and the effective tax rate for 2018, 2017 and 2016 is as follows: </span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:90.17094017094017%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:62%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Statutory rate</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>21.00</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> %</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>35.00</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> %</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>35.00</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> %</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">State income taxes-net of federal income tax benefit</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6.98</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5.75</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5.75</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Statutory federal tax rate change</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>21.30</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Noncontrolling interests</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(15.83</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>82.58</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(24.63</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.06</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.67</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Valuation allowance related to the Tax Act</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(15.63</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deferred tax asset valuation allowance</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(12.20</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(145.31</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(8.51</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Expiration of unused loss carryforwards</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.01</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.01</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.06</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Effective rate</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(15.63</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)%</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> %</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7.55</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> %</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"> </span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">At December 31, 2018 and 2017, the Holding Company did not have any gross unrecognized tax benefits, and did not require an accrual for interest or penalties. </span></div><div style="line-height:120%;padding-bottom:8px;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">For the year ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, the Company recorded income tax expense of </span><span style="font-family:inherit;font-size:10pt;"><span>$9.2 million</span></span><span style="font-family:inherit;font-size:10pt;"> on a pre-tax loss of </span><span style="font-family:inherit;font-size:10pt;"><span>$58.8 million</span></span><span style="font-family:inherit;font-size:10pt;">. For the year ended December 31, 2017, the Company recorded no benefit for income taxes (after application of a </span><span style="font-family:inherit;font-size:10pt;"><span>$35.1 million</span></span><span style="font-family:inherit;font-size:10pt;"> decrease in the Company’s valuation allowance). For the year ended December 31, 2016, the Company recorded a benefit for income taxes of </span><span style="font-family:inherit;font-size:10pt;"><span>$7.9 million</span></span><span style="font-family:inherit;font-size:10pt;"> due to the Holding Company generating federal and state tax losses. The effective tax rates for the years ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> and </span></div><div style="line-height:120%;padding-bottom:8px;padding-top:8px;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">2016</span><span style="font-family:inherit;font-size:10pt;">, differ from the 21% and 35% federal statutory and applicable state statutory tax rates primarily due to the Company’s valuation allowance on its book losses 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 and from the change in the statutory federal tax rate in 2017.</span></div>The Holding Company files income tax returns in the U.S. federal jurisdiction and in the state of California. As a result of tax net operating losses incurred by the Holding Company for the years ended December 31, 2009 through December 31, 2017, the Holding Company is subject to U.S. federal, state, and local examinations by tax authorities for the years beginning 2009 through 2017. The Company is not currently under examination by any tax authority. The Company classifies any interest and penalties related to income taxes assessed by jurisdiction as part of income tax expense. The Company has concluded that there were no significant uncertain tax positions requiring recognition in its financial statements, nor has the Company been assessed interest or penalties by any major tax jurisdictions related to any open tax periods. The (expense) benefit for income taxes for the years ended <span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2016</span><span style="font-family:inherit;font-size:10pt;"> was as follows (in thousands):</span><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:91.02564102564102%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:62%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deferred income tax (expense) benefit:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Federal</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,066</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(28,643</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13,021</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">State</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,340</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(6,501</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,826</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:80px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total deferred income tax benefit (expense)</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,406</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(35,144</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>16,847</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(Increase) decrease in valuation allowance</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(16,585</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>35,146</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(8,901</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Expiration of unused loss carryforwards</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(4</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(58</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(Expense) benefit for income taxes</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(9,183</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,888</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> -5066000 28643000 -13021000 -2340000 6501000 -3826000 -7406000 35144000 -16847000 16585000 -35146000 8901000 4000 2000 58000 9183000 0 -7888000 9200000 The tax effects of significant temporary differences are as follows (in thousands): <div style="line-height:120%;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:79.48717948717949%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:73%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deferred tax assets</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net operating loss carryforward</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>102,026</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>91,742</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Tax receivable agreement</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>47,435</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>42,668</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,382</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,043</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Valuation allowance</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(23,207</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(7,891</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total deferred tax assets</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>127,636</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>127,562</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deferred tax liabilities-investments in subsidiaries</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(136,819</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(127,562</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deferred tax liability, net</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(9,183</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> 102026000 91742000 47435000 42668000 1382000 1043000 23207000 7891000 127636000 127562000 136819000 127562000 9183000 0 29800000 5300000 27300000 7800000 16600000 1300000 15300000 5300000 5300000 9200000 78400000 23600000 A reconciliation of the statutory rate and the effective tax rate for 2018, 2017 and 2016 is as follows: <div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:90.17094017094017%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:62%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Statutory rate</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>21.00</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> %</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>35.00</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> %</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>35.00</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> %</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">State income taxes-net of federal income tax benefit</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6.98</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5.75</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5.75</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Statutory federal tax rate change</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>21.30</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Noncontrolling interests</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(15.83</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>82.58</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(24.63</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.06</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.67</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Valuation allowance related to the Tax Act</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(15.63</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deferred tax asset valuation allowance</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(12.20</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(145.31</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(8.51</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Expiration of unused loss carryforwards</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.01</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.01</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.06</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Effective rate</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(15.63</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)%</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> %</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7.55</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> %</span></div></td></tr></table></div> 0.2100 0.3500 0.3500 0.0698 0.0575 0.0575 0 0.2130 0 0.1583 -0.8258 0.2463 0.0006 0.0067 0 -0.1563 0 0 -0.1220 -1.4531 -0.0851 -0.0001 0.0001 -0.0006 -0.1563 0 0.0755 9200000 58800000 35100000 -7900000 FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS AND DISCLOSURES <div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">At each reporting period, the Company evaluates the fair value of its financial instruments. Other than 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 </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, the estimated fair value of notes payable, net was </span><span style="font-family:inherit;font-size:10pt;"><span>$550.1 million</span></span><span style="font-family:inherit;font-size:10pt;"> compared to a carrying value of </span><span style="font-family:inherit;font-size:10pt;"><span>$557.0 million</span></span><span style="font-family:inherit;font-size:10pt;">. At </span><span style="font-family:inherit;font-size:10pt;">December 31, 2017</span><span style="font-family:inherit;font-size:10pt;">, the estimated fair value of notes payable, net was </span><span style="font-family:inherit;font-size:10pt;"><span>$568.1 million</span></span><span style="font-family:inherit;font-size:10pt;"> compared to a carrying value of </span><span style="font-family:inherit;font-size:10pt;"><span>$560.6 million</span></span><span style="font-family:inherit;font-size:10pt;">. During the years ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, the Company had no assets that were measured at fair value on a nonrecurring basis. </span></div><span style="font-family:inherit;font-size:10pt;">Contingent consideration is carried at fair value and is remeasured on a recurring basis. The Company uses level 3 inputs to measure the estimated fair value of the contingent consideration arrangement based on the expected cash flows considering the use of the underlying property subject to the arrangement. The estimated cash flows are affected by assumptions about a market participant’s estimates and assumptions related to development costs, retail rents, occupancy rates, continuing operating expenses and expected contingency outcomes. Other than contingent consideration (see Note 10), the Company had no other assets or liabilities that are required to be remeasured at fair value on a recurring basis at both </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span>. 550100000 557000000.0 568100000 560600000 EARNINGS PER SHARE <div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Company uses the two-class method in its computation of earnings per share. Pursuant to the terms of the Five Point Holdings, LLC Agreement, the Class A common shares and the Class B common shares are entitled to receive distributions at different rates, with each Class B common share receiving </span><span style="font-family:inherit;font-size:10pt;"><span>0.03%</span></span><span style="font-family:inherit;font-size:10pt;"> 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 of common shares share in the Company’s losses, and they share in the losses using the same mechanism as the distributions. For the years ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, the Company is operating in a net loss and net income position, respectively. No distributions were declared for either periods, as such, net losses and income attributable to the parent were allocated to the Class A common shares and Class B common shares at an amount per Class B common share equal to </span><span style="font-family:inherit;font-size:10pt;"><span>0.03%</span></span><span style="font-family:inherit;font-size:10pt;"> multiplied by the amount per Class A common share. Basic income or loss per Class A common share is determined by dividing net income or loss allocated to Class A Common shareholders by the weighted average number of Class A common shares outstanding for the period. Basic income or loss per Class B common share is determined by dividing net income or loss allocated to the Class B common shares by the weighted average number of Class B common shares outstanding during the period. </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Diluted income or 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 Class A Common Units of the Operating Company, and the treasury stock method for RSUs and restricted shares, and are included in the calculation if determined to be dilutive.    </span></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table summarizes the basic and diluted earnings per share/unit calculations for the years ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2016</span><span style="font-family:inherit;font-size:10pt;"> (in thousands, except unit/shares and per unit/share amounts): </span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:59%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Numerator:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net (loss) income attributable to the Company</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(34,714</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>73,235</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(33,266</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Adjustments to net (loss) income attributable to the Company</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>221</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(750</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(505</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net (loss) income attributable to common shareholders</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(34,493</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>72,485</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(33,771</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Numerator</span><span style="font-family:inherit;font-size:10pt;">—</span><span style="font-family:inherit;font-size:10pt;font-weight:bold;">basic common shares:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:3px double #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:3px double #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:3px double #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net (loss) income attributable to common shareholders</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(34,493</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>72,485</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(33,771</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net income (loss) allocable to participating securities</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(506</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Allocation of net (loss) income among common shareholders</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(34,493</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>71,979</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(33,771</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Numerator for basic net (loss) income available to Class A Common Shareholders/Unitholders</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(34,480</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>71,947</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(33,755</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Numerator for basic net (loss) income available to Class B Common Shareholders</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(13</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>32</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(16</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Numerator</span><span style="font-family:inherit;font-size:10pt;">—</span><span style="font-family:inherit;font-size:10pt;font-weight:bold;">diluted common shares:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:3px double #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:3px double #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:3px double #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net (loss) income attributable to common shareholders</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(34,493</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>72,485</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(33,771</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Reallocation of (loss) income to Company upon assumed exchange of common units</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(48,289</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net (loss) income allocated to participating securities</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(69</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Allocation of net (loss) income among common shareholders</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(34,493</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>24,127</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(33,771</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Numerator for diluted net (loss) income available to Class A Common Shareholders/Unitholders</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(34,480</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>24,123</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(33,755</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Numerator for diluted net (loss) income available to Class B Common Shareholders</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(13</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(16</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Denominator:</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Basic weighted average Class A common shares outstanding</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>65,002,387</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>54,006,954</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>37,795,447</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Diluted weighted average Class A common shares outstanding</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>65,002,387</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>133,007,828</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>37,795,447</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Basic and diluted weighted average Class B common shares outstanding</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>79,859,730</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>78,821,553</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>49,547,050</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Basic (loss) earnings per share/unit:</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Class A common shares/Unit</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.53</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.33</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.89</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Class B common shares</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.00</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.00</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.00</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Diluted (loss) earnings per share/unit:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Class A common shares/Unit</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.53</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.18</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.89</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Class B common shares</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.00</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.00</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.00</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Anti-dilutive potential RSUs</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>72,579</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,304,804</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Anti-dilutive potential restricted shares (weighted average)</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,817,020</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Anti-dilutive potential Class A common shares/Units</span></div><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(weighted average)</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>79,883,687</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>53,826,230</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><span style="font-family:inherit;font-size:10pt;">In January 2019, the Company granted </span><span style="font-family:inherit;font-size:10pt;"><span>2.3 million</span></span><span style="font-family:inherit;font-size:10pt;"> restricted shares and RSUs to employees and non-employee directors (see Note 16). With the termination of the Retail Project in early 2019 (see Note 10), the Company issued </span><span style="font-family:inherit;font-size:10pt;"><span>436,498</span></span> Class A Units of the San Francisco Venture to affiliates of Lennar and Castlelake. 0.0003 0.0003 The following table summarizes the basic and diluted earnings per share/unit calculations for the years ended <span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2016</span><span style="font-family:inherit;font-size:10pt;"> (in thousands, except unit/shares and per unit/share amounts): </span><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:59%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:9px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Numerator:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net (loss) income attributable to the Company</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(34,714</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>73,235</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(33,266</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Adjustments to net (loss) income attributable to the Company</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>221</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(750</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(505</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net (loss) income attributable to common shareholders</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(34,493</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>72,485</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(33,771</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Numerator</span><span style="font-family:inherit;font-size:10pt;">—</span><span style="font-family:inherit;font-size:10pt;font-weight:bold;">basic common shares:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:3px double #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:3px double #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:3px double #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net (loss) income attributable to common shareholders</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(34,493</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>72,485</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(33,771</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net income (loss) allocable to participating securities</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(506</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Allocation of net (loss) income among common shareholders</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(34,493</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>71,979</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(33,771</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Numerator for basic net (loss) income available to Class A Common Shareholders/Unitholders</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(34,480</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>71,947</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(33,755</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Numerator for basic net (loss) income available to Class B Common Shareholders</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(13</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>32</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(16</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Numerator</span><span style="font-family:inherit;font-size:10pt;">—</span><span style="font-family:inherit;font-size:10pt;font-weight:bold;">diluted common shares:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:3px double #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:3px double #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:3px double #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net (loss) income attributable to common shareholders</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(34,493</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>72,485</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(33,771</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Reallocation of (loss) income to Company upon assumed exchange of common units</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(48,289</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net (loss) income allocated to participating securities</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(69</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:48px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Allocation of net (loss) income among common shareholders</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(34,493</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>24,127</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(33,771</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Numerator for diluted net (loss) income available to Class A Common Shareholders/Unitholders</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(34,480</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>24,123</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(33,755</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Numerator for diluted net (loss) income available to Class B Common Shareholders</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(13</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(16</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Denominator:</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Basic weighted average Class A common shares outstanding</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>65,002,387</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>54,006,954</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>37,795,447</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Diluted weighted average Class A common shares outstanding</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>65,002,387</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>133,007,828</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>37,795,447</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Basic and diluted weighted average Class B common shares outstanding</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>79,859,730</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>78,821,553</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>49,547,050</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Basic (loss) earnings per share/unit:</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Class A common shares/Unit</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.53</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.33</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.89</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Class B common shares</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.00</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.00</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.00</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Diluted (loss) earnings per share/unit:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Class A common shares/Unit</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.53</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.18</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.89</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Class B common shares</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.00</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.00</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.00</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Anti-dilutive potential RSUs</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>72,579</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,304,804</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Anti-dilutive potential restricted shares (weighted average)</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,817,020</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Anti-dilutive potential Class A common shares/Units</span></div><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(weighted average)</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>79,883,687</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>53,826,230</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> -34714000 73235000 -33266000 -221000 750000 505000 -34493000 72485000 -33771000 -34493000 72485000 -33771000 0 506000 0 -34493000 71979000 -33771000 -34480000 71947000 -33755000 -13000 32000 -16000 -34493000 72485000 -33771000 0 -48289000 0 0 -69000 0 -34493000 24127000 -33771000 -34480000 24123000 -33755000 -13000 4000 -16000 65002387 54006954 37795447 65002387 133007828 37795447 79859730 78821553 49547050 -0.53 1.33 -0.89 0.00 0.00 0.00 -0.53 0.18 -0.89 0.00 0.00 0.00 72579 0 1304804 1817020 0 0 79883687 0 53826230 2300000 436498 ACCUMULATED OTHER COMPREHENSIVE LOSS <span style="font-family:inherit;font-size:10pt;">Accumulated other comprehensive loss attributable to the Company consists of unamortized defined benefit pension plan net actuarial losses that totaled </span><span style="font-family:inherit;font-size:10pt;"><span>$3.4 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$2.5 million</span></span><span style="font-family:inherit;font-size:10pt;"> at </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, net of tax benefits of </span><span style="font-family:inherit;font-size:10pt;"><span>$0.9 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$0.7 million</span></span><span style="font-family:inherit;font-size:10pt;">, respectively. At </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, the Company held a full valuation allowance related to the accumulated tax benefits, respectively. Accumulated other comprehensive loss of </span><span style="font-family:inherit;font-size:10pt;"><span>$2.1 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$1.8 million</span></span><span style="font-family:inherit;font-size:10pt;"> is included in noncontrolling interests at </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, 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 related to amortization of net actuarial losses were approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$55,000</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$64,000</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$33,000</span></span><span style="font-family:inherit;font-size:10pt;">, net of taxes, and are included in selling, general, and administrative expenses on the accompanying consolidated statements of operations for the years ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2016</span>, respectively. -3400000 -2500000 900000 700000 -2100000 -1800000 55000 64000 33000 QUARTERLY FINANCIAL INFORMATION (UNAUDITED) <div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16"/></tr><tr><td style="width:51%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018 Quarterly Periods</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-style:italic;font-weight:bold;">(in thousands, except per share amounts)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">First</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Second</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Third</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Fourth</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Revenues</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>14,967</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13,090</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12,988</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,945</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Loss before income tax</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(14,297</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(11,303</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(21,939</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(11,223</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net loss attributable to the Company</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(5,232</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(5,160</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(10,019</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(14,303</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net loss attributable to the Company per Class A Share (Basic)</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.08</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.08</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.15</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.22</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net loss attributable to the Company per Class A Share (Diluted)</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.10</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.08</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.15</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.22</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net loss attributable to the Company per Class B Share (Basic and diluted)</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.00</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.00</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.00</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.00</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017 Quarterly Periods</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-style:italic;font-weight:bold;">(in thousands, except per share amounts)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">First</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Second</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Third</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Fourth </span><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(1)</sup></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Revenues</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>92,303</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13,246</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11,619</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>22,263</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(Loss) income before income tax</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(23,124</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(24,289</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(10,311</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>81,920</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net (loss) income attributable to the Company</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(7,842</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(9,783</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(4,467</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>95,327</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net (loss) income attributable to the Company per Class A Share (Basic)</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.20</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.19</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.07</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.50</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net (loss) income attributable to the Company per Class A Share (Diluted)</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.20</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.19</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.07</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.56</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net (loss) income attributable to the Company per Class B Share (Basic and diluted)</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.00</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.00</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.00</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.00</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><br/></span></div><span style="font-family:inherit;font-size:8pt;">(1) Included in the quarterly financial results for the fourth quarter of 2017 is other income of </span><span style="font-family:inherit;font-size:8pt;"><span>$105.6 million</span></span> related to a reduction in the Company’s payable pursuant to tax receivable agreement, primarily as a result of the Tax Act’s reduction in the corporate tax rate. <div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16"/></tr><tr><td style="width:51%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018 Quarterly Periods</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-style:italic;font-weight:bold;">(in thousands, except per share amounts)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">First</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Second</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Third</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Fourth</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Revenues</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>14,967</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13,090</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12,988</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,945</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Loss before income tax</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(14,297</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(11,303</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(21,939</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(11,223</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net loss attributable to the Company</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(5,232</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(5,160</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(10,019</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(14,303</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net loss attributable to the Company per Class A Share (Basic)</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.08</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.08</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.15</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.22</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net loss attributable to the Company per Class A Share (Diluted)</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.10</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.08</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.15</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.22</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net loss attributable to the Company per Class B Share (Basic and diluted)</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.00</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.00</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.00</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.00</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017 Quarterly Periods</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-style:italic;font-weight:bold;">(in thousands, except per share amounts)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">First</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Second</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Third</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Fourth </span><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(1)</sup></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Revenues</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>92,303</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13,246</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11,619</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>22,263</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(Loss) income before income tax</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(23,124</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(24,289</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(10,311</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>81,920</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net (loss) income attributable to the Company</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(7,842</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(9,783</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(4,467</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>95,327</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net (loss) income attributable to the Company per Class A Share (Basic)</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.20</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.19</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.07</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.50</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net (loss) income attributable to the Company per Class A Share (Diluted)</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.20</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.19</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.07</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.56</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net (loss) income attributable to the Company per Class B Share (Basic and diluted)</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.00</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.00</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.00</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.00</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><div style="line-height:120%;text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><br/></span></div><span style="font-family:inherit;font-size:8pt;">(1) Included in the quarterly financial results for the fourth quarter of 2017 is other income of </span><span style="font-family:inherit;font-size:8pt;"><span>$105.6 million</span></span> related to a reduction in the Company’s payable pursuant to tax receivable agreement, primarily as a result of the Tax Act’s reduction in the corporate tax rate. 14967000 13090000 12988000 7945000 -14297000 -11303000 -21939000 -11223000 -5232000 -5160000 -10019000 -14303000 -0.08 -0.08 -0.15 -0.22 -0.10 -0.08 -0.15 -0.22 0.00 0.00 0.00 0.00 92303000 13246000 11619000 22263000 -23124000 -24289000 -10311000 81920000 -7842000 -9783000 -4467000 95327000 -0.20 -0.19 -0.07 1.50 -0.20 -0.19 -0.07 0.56 0.00 0.00 0.00 0.00 105600000 SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION <div style="line-height:120%;text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2018</span></div><div style="line-height:120%;text-align:left;padding-left:0px;text-indent:0px;font-size:12pt;"><span style="font-family:inherit;font-size:12pt;"> </span><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="45"/></tr><tr><td style="width:4%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:6%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">($ in thousands)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Initial Cost</span><span style="font-family:inherit;font-size:7pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Costs Capitalized</span></div><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Subsequent</span></div><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">to Acquisition </span><span style="font-family:inherit;font-size:7pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Gross Amounts at</span></div><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Which Carried at</span></div><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Close of Period</span><span style="font-family:inherit;font-size:7pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:5pt"> (b)</sup></span><span style="font-family:inherit;font-size:7pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt"> </sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Description</span><span style="font-family:inherit;font-size:7pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Location</span><span style="font-family:inherit;font-size:7pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Encumbrances</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Land</span><span style="font-family:inherit;font-size:7pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Buildings</span></div><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">and</span></div><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Improvements</span><span style="font-family:inherit;font-size:7pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Land</span><span style="font-family:inherit;font-size:7pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Buildings</span></div><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">and</span></div><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Improvements</span><span style="font-family:inherit;font-size:7pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Land</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Buildings</span></div><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">and</span></div><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Improvements</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Total</span><span style="font-family:inherit;font-size:7pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Accumulated</span></div><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Depreciation</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Date of</span></div><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Construction</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Date</span></div><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Acquired /</span></div><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Completed</span><span style="font-family:inherit;font-size:7pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Depreciation</span></div><div style="text-align:center;font-size:7pt;"><span style="font-family:inherit;font-size:7pt;font-weight:bold;">Life</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Newhall Ranch-Land under development</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Los Angeles</span></div><div style="padding-bottom:1px;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">County, CA</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>111,172</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>444,455</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>555,627</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>555,627</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2009</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">N/A</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Candlestick Point and The San Francisco Shipyard- Land under development</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">San</span></div><div style="font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Francisco,</span></div><div style="font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">CA</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,038,154</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>98,804</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,136,958</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,136,958</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2016</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">N/A</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Agriculture-Operating property</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Los Angeles</span></div><div style="font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">County, CA</span></div><div style="font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Ventura</span></div><div style="padding-bottom:1px;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">County, CA</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>40,634</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,114</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(13,477</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,704</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>27,157</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2,818</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>29,975</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(c)</sup> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,587</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2009</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(d)</sup> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Other Properties</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Various</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3,148</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>351</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3,499</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3,499</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2009</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">N/A</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:1pt;"><span style="font-family:inherit;font-size:1pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:1pt;"><span style="font-family:inherit;font-size:1pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:1pt;"><span style="font-family:inherit;font-size:1pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:1pt;"><span style="font-family:inherit;font-size:1pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:1pt;"><span style="font-family:inherit;font-size:1pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:1pt;"><span style="font-family:inherit;font-size:1pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:1pt;"><span style="font-family:inherit;font-size:1pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:1pt;"><span style="font-family:inherit;font-size:1pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:1pt;"><span style="font-family:inherit;font-size:1pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:1pt;"><span style="font-family:inherit;font-size:1pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:1pt;"><span style="font-family:inherit;font-size:1pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:1pt;"><span style="font-family:inherit;font-size:1pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:1pt;"><span style="font-family:inherit;font-size:1pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:1pt;"><span style="font-family:inherit;font-size:1pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,193,108</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,114</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>530,133</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,704</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,723,241</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>2,818</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,726,059</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(e)</sup> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,587</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(e)</sup> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:1pt;"><span style="font-family:inherit;font-size:1pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:1pt;"><span style="font-family:inherit;font-size:1pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:1pt;"><span style="font-family:inherit;font-size:1pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:1pt;"><span style="font-family:inherit;font-size:1pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:1pt;"><span style="font-family:inherit;font-size:1pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:1pt;"><span style="font-family:inherit;font-size:1pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:1pt;"><span style="font-family:inherit;font-size:1pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:1pt;"><span style="font-family:inherit;font-size:1pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:1pt;"><span style="font-family:inherit;font-size:1pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:1pt;"><span style="font-family:inherit;font-size:1pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:1pt;"><span style="font-family:inherit;font-size:1pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:1pt;"><span style="font-family:inherit;font-size:1pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:1pt;"><span style="font-family:inherit;font-size:1pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:1pt;"><span style="font-family:inherit;font-size:1pt;"> </span></div></td></tr></table></div></div><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:30px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:8pt;padding-left:5px;"><span style="font-family:inherit;font-size:8pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Costs capitalized subsequent to acquisitions are net of land sales for real estate development properties and net of disposals and impairment write-downs for operating properties. </span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:30px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:8pt;padding-left:5px;"><span style="font-family:inherit;font-size:8pt;">(b)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">The aggregate cost of land and improvements for federal income tax purposes is approximately </span><span style="font-family:inherit;font-size:8pt;"><span>$2.2 billion</span></span><span style="font-family:inherit;font-size:8pt;"> (unaudited). This basis does not reflect the Company’s deferred tax assets and liabilities as these amounts are computed based upon the Company’s outside basis in their partnership interest. </span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:30px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:8pt;padding-left:5px;"><span style="font-family:inherit;font-size:8pt;">(c)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Included in properties and equipment, net in the consolidated balance sheet. </span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:30px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:8pt;padding-left:5px;"><span style="font-family:inherit;font-size:8pt;">(d)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">See Note 2 of the Notes to Consolidated Financial Statements for information related to depreciation. </span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:30px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:8pt;padding-left:5px;"><span style="font-family:inherit;font-size:8pt;">(e)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Reconciliation of “Real Estate and Accumulated Depreciation”: </span></div></td></tr></table><div style="line-height:120%;text-align:left;padding-left:54px;text-indent:0px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:88.11674774148715%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:66%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td colspan="12" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Reconciliation of Real Estate</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In thousands)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Balance at beginning of year</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,461,197</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,395,698</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>294,777</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Improvements and additions </span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(1)</sup></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>283,836</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>153,565</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,101,593</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Cost of real estate sold </span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(2)</sup></span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(9,586</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(80,466</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(672</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Reimbursements and disposals </span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(3)</sup></span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(9,388</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(7,600</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Balance at end of year</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,726,059</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,461,197</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,395,698</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;text-align:left;padding-left:54px;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">(1) Improvements and additions include noncash project accruals and capitalized interest. </span></div><div style="line-height:120%;text-align:left;padding-left:54px;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">(2) Includes inventory relief associated with adoption of the new revenue recognition standard in 2018. </span></div><div style="line-height:120%;text-align:left;padding-left:54px;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">(3) Includes disposal of TPC Golf Course in 2018. </span></div><div style="line-height:120%;text-align:left;padding-left:54px;font-size:12pt;"><span style="font-family:inherit;font-size:12pt;"> </span></div><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:88.11674774148715%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:66%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td colspan="12" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Reconciliation of Accumulated Depreciation</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In thousands)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Balance at beginning of year</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,407</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,943</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,442</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Additions </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>187</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>464</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>501</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Disposals</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2,007</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Balance at end of year</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,587</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,407</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,943</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div> 0 111172000 0 444455000 0 555627000 0 555627000 0 0 1038154000 0 98804000 0 1136958000 0 1136958000 0 0 40634000 1114000 -13477000 1704000 27157000 2818000 29975000 1587000 0 3148000 0 351000 0 3499000 0 3499000 0 0 1193108000 1114000 530133000 1704000 1723241000 2818000 1726059000 1587000 2200000000 1461197000 1395698000 294777000 283836000 153565000 1101593000 9586000 80466000 672000 9388000 7600000 0 1726059000 1461197000 1395698000 3407000 2943000 2442000 187000 464000 501000 2007000 0 0 1587000 3407000 2943000 XML 19 R1.htm IDEA: XBRL DOCUMENT v3.19.1
Document and Entity Information - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2018
Feb. 28, 2019
Jun. 29, 2018
Class of Stock [Line Items]      
Document Type 10-K    
Document Period End Date Dec. 31, 2018    
Entity Registrant Name Five Point Holdings, LLC    
Amendment Flag false    
Document Fiscal Year Focus 2018    
Document Fiscal Period Focus FY    
Entity Central Index Key 0001574197    
Current Fiscal Year End Date --12-31    
Entity Filer Category Accelerated Filer    
Entity Emerging Growth Company true    
Entity Small Business false    
Entity Shell Company false    
Entity Ex Transition Period true    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Public Float     $ 646.0
Common Class A      
Class of Stock [Line Items]      
Entity Common Stock, Shares Outstanding   68,746,555  
Common Class B      
Class of Stock [Line Items]      
Entity Common Stock, Shares Outstanding   79,275,234  

XML 20 R2.htm IDEA: XBRL DOCUMENT v3.19.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2018
Dec. 31, 2017
ASSETS    
INVENTORIES $ 1,696,084 $ 1,425,892
INVESTMENT IN UNCONSOLIDATED ENTITIES 532,899 530,007
PROPERTIES AND EQUIPMENT, NET 31,677 29,656
ASSETS HELD FOR SALE, NET 0 4,519
INTANGIBLE ASSET, NET—RELATED PARTY 95,917 127,593
CASH AND CASH EQUIVALENTS 495,694 848,478
RESTRICTED CASH AND CERTIFICATES OF DEPOSIT 1,403 1,467
RELATED PARTY ASSETS 61,039 3,158
OTHER ASSETS 9,179 7,585
TOTAL 2,923,892 2,978,355
LIABILITIES:    
Notes payable, net 557,004 560,618
Accounts payable and other liabilities 161,139 167,620
Liabilities related to assets held for sale 0 5,363
Related party liabilities 178,540 186,670
Deferred income tax liability, net 9,183 0
Payable pursuant to tax receivable agreement 169,509 152,475
Total liabilities 1,075,375 1,072,746
COMMITMENTS AND CONTINGENT LIABILITIES
CAPITAL:    
Contributed capital 556,521 530,015
Retained earnings 33,811 57,841
Accumulated other comprehensive loss (3,306) (2,455)
Total members’ capital 587,026 585,401
Noncontrolling interests 1,261,491 1,320,208
Total capital 1,848,517 1,905,609
TOTAL $ 2,923,892 $ 2,978,355
XML 21 R3.htm IDEA: XBRL DOCUMENT v3.19.1
Consolidated Balance Sheets (Parenthetical) - shares
Dec. 31, 2018
Dec. 31, 2017
May 15, 2017
Common Class A      
Common shares issued (in shares) 66,810,980 62,314,850  
Common shares outstanding (in shares) 66,810,980 62,314,850  
Common Class B      
Common shares issued (in shares) 78,838,736 81,463,433 7,142,857
Common shares outstanding (in shares) 78,838,736 81,463,433  
XML 22 R4.htm IDEA: XBRL DOCUMENT v3.19.1
Consolidated Statements of Operations - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
REVENUES:      
Revenue from customers $ 46,616    
Revenues 48,990 $ 139,431 $ 39,368
COSTS AND EXPENSES:      
Selling, general, and administrative 98,983 122,367 120,724
Total costs and expenses 127,857 229,267 142,574
Total costs and expenses      
Adjustment to payable pursuant to tax receivable agreement 1,928 105,586 0
Interest income 11,767 2,577 0
Miscellaneous 8,573 93 57
Total other income 22,268 108,256 57
EQUITY IN (LOSS) EARNINGS FROM UNCONSOLIDATED ENTITIES (2,163) 5,776 (1,356)
(LOSS) INCOME BEFORE INCOME TAX (PROVISION) BENEFIT (58,762) 24,196 (104,505)
INCOME TAX (PROVISION) BENEFIT (9,183) 0 7,888
NET (LOSS) INCOME (67,945) 24,196 (96,617)
LESS NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS (33,231) (49,039) (63,351)
NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY $ (34,714) $ 73,235 $ (33,266)
Common Class A      
NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE/UNIT      
Basic (in dollars per share) $ (0.53) $ 1.33 $ (0.89)
Diluted (in dollars per share) $ (0.53) $ 0.18 $ (0.89)
WEIGHTED AVERAGE CLASS A SHARES/UNITS OUTSTANDING      
Basic (in shares) 65,002,387 54,006,954 37,795,447
Diluted (in shares) 65,002,387 133,007,828 37,795,447
Common Class B      
NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE/UNIT      
Basic (in dollars per share) $ 0.00 $ 0.00 $ 0.00
Diluted (in dollars per share) 0.00 0.00 0.00
NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY PER CLASS B SHARE/UNIT      
Basic and diluted (in dollars per share) $ 0.00 $ 0.00 $ 0.00
WEIGHTED AVERAGE CLASS B SHARES/UNITS OUTSTANDING      
Basic and diluted (in shares) 79,859,730 78,821,553 49,547,050
Land sales      
REVENUES:      
Revenue from customers $ 133 $ 17,257 $ 9,561
COSTS AND EXPENSES:      
Cost of goods and services sold (165) 84,659 356
Management services      
COSTS AND EXPENSES:      
Cost of goods and services sold 23,962 10,791 9,122
Operating properties      
REVENUES:      
Revenue from customers 6,981    
Revenues   12,101 10,439
COSTS AND EXPENSES:      
Cost of goods and services sold 5,077 11,450 10,656
Affiliated Entity | Land sales      
REVENUES:      
Revenue from customers 900 87,556 2,512
Affiliated Entity | Management services      
REVENUES:      
Revenue from customers 40,976 22,517 16,856
COSTS AND EXPENSES:      
Cost of goods and services sold $ 0 $ 0 $ 1,716
XML 23 R5.htm IDEA: XBRL DOCUMENT v3.19.1
Consolidated Statements of Comprehensive Income (Loss) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Statement of Comprehensive Income [Abstract]      
Net income (loss) $ (67,945) $ 24,196 $ (96,617)
OTHER COMPREHENSIVE (LOSS) INCOME:      
Net actuarial (loss) gain on defined benefit pension plan (1,252) 611 (332)
Reclassification of actuarial loss on defined benefit pension plan included in net (loss) income 90 113 91
Other comprehensive (loss) income before taxes (1,162) 724 (241)
INCOME TAX (PROVISION) BENEFIT RELATED TO OTHER COMPREHENSIVE (LOSS) INCOME 0 0 (8)
OTHER COMPREHENSIVE (LOSS) INCOME—Net of tax (1,162) 724 (249)
COMPREHENSIVE (LOSS) INCOME (69,107) 24,920 (96,866)
LESS COMPREHENSIVE LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS (33,675) (48,737) (63,522)
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY $ (35,432) $ 73,657 $ (33,344)
XML 24 R6.htm IDEA: XBRL DOCUMENT v3.19.1
Consolidated Statements of Capital - USD ($)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Increase (Decrease) in Stockholders' Equity [Roll Forward]      
Contributed capital, beginning balance $ 530,015,000    
Capital attributable to parent, beginning balance 1,905,609,000    
Total members' capital, beginning balance 585,401,000    
Capital including portion attributable to noncontrolling interest, beginning balance 1,905,609,000 $ 1,508,113,000 $ 348,433,000
Adoption of accounting standards 24,645,000    
Net income (loss) (67,945,000) 24,196,000 (96,617,000)
Share-based compensation expense 11,464,000 18,421,000 27,746,000
Reacquisition of share-based compensation for tax-withholding purposes (5,131,000) (6,480,000) (381,000)
Issuance of common shares in initial public offering (in shares)     470,000
Other comprehensive income—net of tax (1,162,000) 724,000 (249,000)
Exchange of noncontrolling operating company units for company class A units 30,088,000 0 0
Formation Transactions     1,360,804,000
Initial liability recognized under tax receivable agreement—net of tax/benefit of $73,184 (18,963,000) (56,216,000) (132,093,000)
Adjustment of noncontrolling interest in the Operating Company   0  
Contributed capital, beginning balance 556,521,000 530,015,000  
Capital attributable to parent, ending balance 1,848,517,000 1,905,609,000  
Total members' capital, ending balance 587,026,000 585,401,000  
Capital including portion attributable to noncontrolling interest, ending balance $ 1,848,517,000 1,905,609,000 $ 1,508,113,000
IPO      
Increase (Decrease) in Stockholders' Equity [Roll Forward]      
Issuance of common shares in initial public offering (in shares)   316,806,000  
Private Placement      
Increase (Decrease) in Stockholders' Equity [Roll Forward]      
Issuance of common shares in initial public offering (in shares)   $ 100,045,000  
Class A Common Shares      
Increase (Decrease) in Stockholders' Equity [Roll Forward]      
Common shares and units outstanding, beginning balance (in shares) 62,314,850    
Common shares and units outstanding, ending balance (in shares) 66,810,980 62,314,850  
Class B Common Shares      
Increase (Decrease) in Stockholders' Equity [Roll Forward]      
Common shares and units outstanding, beginning balance (in shares) 81,463,433    
Common shares and units outstanding, ending balance (in shares) 78,838,736 81,463,433  
Common Stock | Class A Common Shares      
Increase (Decrease) in Stockholders' Equity [Roll Forward]      
Common shares and units outstanding, beginning balance (in shares) 62,314,850 37,426,008 0
Reacquisition of share-based compensation for tax-withholding purposes $ (68,886)    
Conversion of units     36,627,847
Settlement of restricted share units for Class A shares of common stock (in shares) 319,783 285,670  
Issuance of share-based compensation awards (in shares) 1,619,752 453,172  
Exchange of noncontrolling operating company units for company class A units $ 2,625,481    
Formation Transactions (in shares)     798,161
Common shares and units outstanding, ending balance (in shares) 66,810,980 62,314,850 37,426,008
Common Stock | Class A Common Shares | IPO      
Increase (Decrease) in Stockholders' Equity [Roll Forward]      
Issuance of common shares and units in initial public offering, net of underwriting discount and offering costs (in shares)   24,150,000  
Common Stock | Class B Common Shares      
Increase (Decrease) in Stockholders' Equity [Roll Forward]      
Common shares and units outstanding, beginning balance (in shares) 81,463,433 74,320,576 0
Issuance of common shares and units in initial public offering, net of underwriting discount and offering costs (in shares)     74,320,576
Exchange of noncontrolling operating company units for company class A units $ (2,624,697)    
Common shares and units outstanding, ending balance (in shares) 78,838,736 81,463,433 74,320,576
Common Stock | Class B Common Shares | Private Placement      
Increase (Decrease) in Stockholders' Equity [Roll Forward]      
Issuance of common shares and units in initial public offering, net of underwriting discount and offering costs (in shares)   7,142,857  
Common Stock | Class A Units      
Increase (Decrease) in Stockholders' Equity [Roll Forward]      
Common shares and units outstanding, beginning balance (in shares)     36,627,847
Conversion of units     (36,627,847)
Common Stock | Class B Units      
Increase (Decrease) in Stockholders' Equity [Roll Forward]      
Common shares and units outstanding, beginning balance (in shares)     12,792,948
Cancellation of Class B units (in shares)     (12,792,948)
Contributed Capital      
Increase (Decrease) in Stockholders' Equity [Roll Forward]      
Contributed capital, beginning balance $ 530,015,000 $ 260,779,000 $ 245,829,000
Share-based compensation expense 11,464,000 18,421,000 27,746,000
Reacquisition of share-based compensation for tax-withholding purposes (5,131,000) (6,480,000) (381,000)
Issuance of common shares in initial public offering (in shares)     470,000
Exchange of noncontrolling operating company units for company class A units 30,190,000    
Formation Transactions     119,208,000
Initial liability recognized under tax receivable agreement—net of tax/benefit of $73,184 (18,963,000) (56,216,000) (132,093,000)
Adjustment of noncontrolling interest in the Operating Company 8,946,000 (3,340,000)  
Contributed capital, beginning balance 556,521,000 530,015,000 260,779,000
Contributed Capital | IPO      
Increase (Decrease) in Stockholders' Equity [Roll Forward]      
Issuance of common shares in initial public offering (in shares)   316,806,000  
Contributed Capital | Private Placement      
Increase (Decrease) in Stockholders' Equity [Roll Forward]      
Issuance of common shares in initial public offering (in shares)   45,000  
Retained Earnings (Accumulated Deficit)      
Increase (Decrease) in Stockholders' Equity [Roll Forward]      
Capital attributable to parent, beginning balance 57,841,000 (15,394,000) 17,872,000
Adoption of accounting standards 10,684,000    
Net income (loss) (34,714,000) 73,235,000 (33,266,000)
Capital attributable to parent, ending balance 33,811,000 57,841,000 (15,394,000)
Accumulated Other Comprehensive Loss      
Increase (Decrease) in Stockholders' Equity [Roll Forward]      
Capital attributable to parent, beginning balance (2,455,000) (2,469,000) (2,779,000)
Other comprehensive income—net of tax (718,000) 422,000 (78,000)
Exchange of noncontrolling operating company units for company class A units (102,000)    
Formation Transactions     388,000
Adjustment of noncontrolling interest in the Operating Company (31,000) (408,000)  
Capital attributable to parent, ending balance (3,306,000) (2,455,000) (2,469,000)
Total Members’ Capital      
Increase (Decrease) in Stockholders' Equity [Roll Forward]      
Total members' capital, beginning balance 585,401,000 242,916,000 260,922,000
Adoption of accounting standards 10,684,000    
Net income (loss) (34,714,000) 73,235,000 (33,266,000)
Share-based compensation expense 11,464,000 18,421,000 27,746,000
Reacquisition of share-based compensation for tax-withholding purposes (5,131,000) (6,480,000) (381,000)
Issuance of common shares in initial public offering (in shares)     470,000
Other comprehensive income—net of tax (718,000) 422,000 (78,000)
Exchange of noncontrolling operating company units for company class A units 30,088,000    
Formation Transactions     119,596,000
Initial liability recognized under tax receivable agreement—net of tax/benefit of $73,184   (56,216,000) (132,093,000)
Adjustment of noncontrolling interest in the Operating Company 8,915,000 (3,748,000)  
Total members' capital, ending balance 587,026,000 585,401,000 242,916,000
Total Members’ Capital | IPO      
Increase (Decrease) in Stockholders' Equity [Roll Forward]      
Issuance of common shares in initial public offering (in shares)   316,806,000  
Total Members’ Capital | Private Placement      
Increase (Decrease) in Stockholders' Equity [Roll Forward]      
Issuance of common shares in initial public offering (in shares)   45,000  
Noncontrolling Interests      
Increase (Decrease) in Stockholders' Equity [Roll Forward]      
Capital attributable to noncontrolling interests, beginning balance 1,320,208,000 1,265,197,000 87,511,000
Adoption of accounting standards 13,961,000    
Net income (loss) (33,231,000) (49,039,000) (63,351,000)
Other comprehensive income—net of tax (444,000) 302,000 (171,000)
Exchange of noncontrolling operating company units for company class A units (30,088,000)    
Formation Transactions     1,241,208,000
Adjustment of noncontrolling interest in the Operating Company (8,915,000) 3,748,000  
Capital attributable to noncontrolling interests, ending balance $ 1,261,491,000 1,320,208,000 $ 1,265,197,000
Noncontrolling Interests | Private Placement      
Increase (Decrease) in Stockholders' Equity [Roll Forward]      
Issuance of common shares in initial public offering (in shares)   $ 100,000,000  
XML 25 R7.htm IDEA: XBRL DOCUMENT v3.19.1
Consolidated Statements of Capital (Parenthetical) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Other comprehensive income, tax $ 0 $ 0 $ (8)
Adjustments to Additional Paid-in-Capital, Income Tax From Tax Receivable Agreement $ 0 0  
Tax benefit from tax receivable agreement     $ 69,752
Class A Common Shares | IPO      
Underwriting discount and offering costs   $ 21,294  
XML 26 R8.htm IDEA: XBRL DOCUMENT v3.19.1
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:      
Net income (loss) $ (67,945) $ 24,196 $ (96,617)
Adjustments to reconcile net (loss) income to net cash used in operating activities:      
Equity in loss (earnings) from unconsolidated entities 2,163 (5,776) 1,356
Deferred income taxes 9,183 0 (7,888)
Depreciation and amortization 13,260 1,508 3,042
Noncash adjustment of payable pursuant to tax receivable agreement liability (1,928) (105,586) 0
Gain on sale of golf club operating properties (6,700) 0 0
Gain on insurance proceeds for damaged property (1,566) 0 0
Share-based compensation 11,464 18,421 27,746
Changes in operating assets and liabilities:      
Inventories (278,008) (64,523) (61,746)
Related party assets (17,787) 49,253 14,230
Other assets (1,073) (923) (479)
Accounts payable and other liabilities (5,714) 59,774 11,237
Related party liabilities 1,355 (34,487) (15,518)
Net cash used in operating activities (343,296) (58,143) (124,637)
CASH FLOWS FROM INVESTING ACTIVITIES:      
Proceeds from the maturity of marketable securities 0 45,210 25,000
Purchase of marketable securities 0 (25,233) (20,763)
Distribution from Gateway Commercial Venture 6,450 0 0
Contribution to Gateway Commercial Venture (8,438) (106,500) 0
Purchase of indirect Legacy Interest in Great Park Venture—related party (1,762) 0 0
Proceeds from sale of golf club operating properties 5,685 0 0
Proceeds from insurance on damaged property 1,749 0 0
Cash acquired in Formation Transactions, net of consideration paid 0 0 3,213
Cash from former San Francisco Venture members in relation to Formation Transactions 0 30,000 90,000
Cash paid to former San Francisco Venture members in relation to Separation Agreement 0 0 (14,606)
Purchase of properties and equipment (3,105) (242) (1,091)
Net cash provided by (used in) investing activities 579 (56,765) 81,753
CASH FLOWS FROM FINANCING ACTIVITIES:      
Proceeds of Initial Public Offering of Class A common shares—net of underwriting discounts of $18,402 0 319,698 0
Proceeds of Class B common share offering 0 45 470
Proceeds from senior notes offering 0 500,000 0
Proceeds from issuance of Class A Common Units in private placement 0 100,000 0
Principal payment on settlement note (5,000) 0 (5,000)
Payment of equity offering costs 0 (2,499) 0
Reacquisition of share-based compensation awards for tax-withholding purposes (5,131) (6,480) (381)
Payment of financing costs 0 (10,558) (132)
Net cash (used in) provided by financing activities (10,131) 900,206 (5,043)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH (352,848) 785,298 (47,927)
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period 849,945 64,647 112,574
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH—End of period $ 497,097 $ 849,945 $ 64,647
XML 27 R9.htm IDEA: XBRL DOCUMENT v3.19.1
Consolidated Statements of Cash Flows (Parenthetical)
$ in Thousands
12 Months Ended
Dec. 31, 2018
USD ($)
Statement of Cash Flows [Abstract]  
Proceeds of IPO, net of underwriting discounts $ 18,402
XML 28 R10.htm IDEA: XBRL DOCUMENT v3.19.1
Business and Organization
12 Months Ended
Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Business and Organization BUSINESS AND ORGANIZATION
Five Point Holdings, LLC, a Delaware limited liability company (the “Holding Company”) was formed on July 21, 2009. Prior to the completion of the Formation Transactions (as defined below) on May 2, 2016, the Holding Company was named Newhall Holding Company, LLC and through the operations of its subsidiaries, was primarily engaged in the planning and development of Newhall Ranch, a master-planned community located in northern Los Angeles County, California (the Holding Company together with its subsidiaries, the “Company”). Following completion of the Formation Transactions, the Company owns interests in, plans, and manages the development of multiple mixed-use, master-planned communities in coastal California, which are expected to include residential homes, commercial space, as well as retail, education and recreational elements, civic areas and parks and open spaces. In August 2017, the Company acquired an investment in a commercial office and research and development campus (the “Five Point Gateway Campus”) located on one of its master-planned communities (see Note 5).
On October 1, 2017, the Holding Company converted its operating subsidiary, Five Point Operating Company, LLC, from a Delaware limited liability company to a Delaware limited partnership named Five Point Operating Company, LP (in either instance, the “Operating Company”). The Holding Company conducts all of its operations through the Operating Company. The Holding Company’s wholly owned subsidiary is the managing general partner of the Operating Company and at December 31, 2018 and 2017, the Holding Company and its wholly owned subsidiary owned approximately 61.7% and 58.6%, respectively, of the outstanding Class A Common Units of the Operating Company. The Holding Company also owned all of the outstanding Class B Common Units of the Operating Company at both December 31, 2018 and 2017.
Initial Public Offering
On May 15, 2017, the Holding Company completed an initial public offering (“IPO”) and sold 24,150,000 Class A common shares at a public offering price of $14.00 per share, which included 3,150,000 shares pursuant to the full exercise by the underwriters of their over-allotment option, resulting in gross proceeds of $338.1 million. The Holding Company used the net proceeds of the IPO to purchase 24,150,000 Class A Common Units of the Operating Company. The aggregate net proceeds to the Company after deducting underwriting discounts and commissions and before offering expenses payable by the Company, was $319.7 million.
Concurrent with the IPO, the Company completed a private placement with an affiliate of Lennar Corporation (“Lennar”) in which the Operating Company sold 7,142,857 Class A Common Units of the Operating Company at a price per unit equal to the IPO public offering price per share, and the Holding Company sold an equal number of Class B common shares at a price of $0.00633 per share. There were no underwriting fees, discounts or commissions, and aggregate proceeds from the private placement were $100.0 million. The Holding Company used the proceeds from the sale of the Class B common shares to purchase 7,142,857 Class B Common Units of the Operating Company at a price of $0.00633 per unit.
Reverse Share Split
On March 30, 2017, the board of directors of the Holding Company (the “Board”) approved, and on March 31, 2017 the Company effected, (i) a 1 for 6.33 reverse share split of issued and outstanding Class A and Class B common shares of the Holding Company, (ii) a 1 for 6.33 reverse unit split of issued and outstanding Class A and Class B Common Units of the Operating Company, and (iii) a 1 for 6.33 reverse unit split of the issued and outstanding Class A and Class B Units of the Operating Company’s consolidated subsidiary, The Shipyard Communities, LLC (the “San Francisco Venture”) (the “Reverse Split”). All share, unit, per share, and per unit amounts in the accompanying consolidated financial statements give effect to the Reverse Split for all periods presented.
Formation Transactions
On May 2, 2016, the Company completed a series of transactions (the “Formation Transactions”) pursuant to a Second Amended and Restated Contribution and Sale Agreement (the “Contribution and Sale Agreement”). The principal organizational elements of these transactions were as follows:
• The Holding Company’s limited liability company agreement was amended and restated to, among other things (i) convert the membership interests previously designated as “Class A Units” into “Class A common shares” with each Class A Unit converted into one Class A common share, (ii) terminate and cancel the membership interests designated as “Class B Units,” and (iii) create a second class of shares designated as “Class B common shares.” The holders of Class A and Class B common shares are entitled to one vote per share, and the holders of Class B common shares receive distributions per share equal to 0.03% of the per share distributions to the holders of Class A common shares;
• The Operating Company’s limited liability company agreement was amended and restated to, among other things, (i) create two classes of membership interests designated as “Class A Common Units” and “Class B Common Units,” (ii) convert all existing membership interests of the Operating Company into Class A Common Units, (iii) reflect the issuance of Class A Common Units per the Contribution and Sale Agreement, (iv) reflect the issuance of Class B Common Units to the Holding Company, and (v) appoint the Holding Company as the operating managing member;
 
• All noncontrolling interest members of the Company’s consolidated subsidiary Five Point Land, LLC (“FPL” formerly named Newhall Land Development, LLC) contributed to the Operating Company 7,513,807 units of FPL in exchange for 7,513,807 Class A Common Units of the Operating Company;
• The Company acquired 37.5% of the Percentage Interest (as defined in Note 5) in Heritage Fields LLC (the “Great Park Venture”), the entity that is developing Great Park Neighborhoods in Irvine, California, in exchange for 17,749,756 Class A Common Units of the Operating Company;
• The Company acquired all of the Class B units of, and became the managing member of, the San Francisco Venture, the entity that is developing Candlestick Point and The San Francisco Shipyard in San Francisco, California, in exchange for 378,578 Class A Common Units of the Operating Company and other consideration;
• The limited liability company agreement of the San Francisco Venture was amended and restated to provide for the possible future exchange of all of the Class A units of the San Francisco Venture for Class A Common Units in the Operating Company;
• The Company acquired all of the limited partners’ Class A interests in Five Point Communities, LP and all of the stock in its general partner, Five Point Communities Management, Inc. (together, the “Management Company”), the entities which have historically managed the development of Great Park Neighborhoods and Newhall Ranch, in exchange for 798,161 Class A common shares of the Holding Company, 6,549,629 Class A Common Units of the Operating Company, and other consideration;
• The Holding Company sold 74,320,576 Class B common shares for aggregate consideration of $0.5 million to investors holding Class A Common Units of the Operating Company and holders of Class A units of the San Francisco Venture. Each investor was entitled to purchase one Class B common share for each unit held.
XML 29 R11.htm IDEA: XBRL DOCUMENT v3.19.1
Summary of Significant Accounting Policies
12 Months Ended
Dec. 31, 2018
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation— The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Principles of consolidation—The accompanying consolidated financial statements include the accounts of the Company and the accounts of all subsidiaries in which the Company has a controlling interest and the accounts of variable interest entities (“VIEs”) in which the Company is deemed to be the primary beneficiary. A VIE is an entity in which either (i) the equity investors as a group, if any, lack the power through voting or similar rights to
direct the activities of such entity that most significantly impact such entity’s economic performance or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. The Company identifies the primary beneficiary of a VIE as the enterprise that has both of the following characteristics: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or receive benefits of the VIE that could potentially be significant to the entity. The Company consolidates its investment in a VIE when it determines that it is its primary beneficiary. The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements, or changes in influence and control over any entity, that affect the characteristics of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. The Company performs this analysis on an ongoing basis. All intercompany transactions and balances have been eliminated in consolidation.
The accounts and operating results of the consolidated businesses acquired in the Formation Transactions have been included in the accompanying consolidated financial statements from the acquisition date forward.
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.
Concentration of risk—As of December 31, 2018, the Company’s inventories and the Company’s unconsolidated entities’ inventories and properties are all located in California. The Company is subject to risks incidental to the ownership, development, and operation of commercial and residential real estate. These include, among others, the risks normally associated with changes in the general economic climate in the communities in which the Company operates, trends in the real estate industry, availability of land for development, changes in tax laws, interest rate levels, availability of financing, and potential liability under environmental and other laws.
The Company’s credit risk relates primarily to cash deposits, cash equivalents and restricted cash and certificates of deposit. Cash deposit accounts at each institution are in excess of amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any credit losses to date on its cash deposits, cash equivalents, restricted cash and certificates of deposit, and marketable securities—held to maturity. The Company’s risk management policies define parameters of acceptable market risk and strive to limit exposure to credit risk.
Acquisitions—The Company accounts for businesses it acquires in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. This methodology requires that assets acquired and liabilities assumed be recorded at their respective fair values on the date of acquisition. Accordingly, the Company recognizes assets acquired and liabilities assumed in business combinations, including contingent assets and liabilities and non-controlling interest in the acquiree, based on the fair value estimates as of the date of acquisition. Any excess of the purchase consideration over the net fair value of tangible and identified intangible assets acquired less liabilities assumed is recorded as goodwill. The costs of business acquisitions are expensed as incurred. These costs may include fees for accounting, legal, professional consulting and valuation specialists. Purchase price allocations may be preliminary and, during the measurement period, not to exceed one year from the date of acquisition, changes in assumptions and estimates that result in adjustments to the fair value of assets acquired and liabilities assumed are recorded in the period the adjustments are determined.
Contingent consideration assumed in a business combination is remeasured at fair value each reporting period until the contingency is resolved and any change in the fair value from either the passage of time or events occurring after the acquisition date, is recorded in results from operations.
The estimated fair value of acquired assets and assumed liabilities requires significant judgments by management and are determined primarily by a discounted cash flow model. The determination of fair value using a discounted cash flow approach also requires discounting the estimated cash flows at a rate that the Company believes a market participant would determine to be commensurate with the inherent risks associated with the asset and related estimated cash flow streams.
For acquisitions accounted for as an asset acquisition, the fair value of consideration transferred by the Company (including transaction costs) is allocated to all assets acquired and liabilities assumed on a relative fair value basis. 
Noncontrolling interests—The Company presents noncontrolling interests and classifies such interests within capital, but separate from the Company’s Class A and Class B members’ capital when the criteria for permanent equity classification has been met. Noncontrolling interests in the Company represent interests held by owners, excluding the Operating Company, of consolidated subsidiaries of the Operating Company, and investors in the Operating Company excluding the Holding Company. Net income or loss of the Operating Company is allocated to noncontrolling interests based on substantive profit sharing arrangements within the operating agreements, or if it is determined that a substantive profit sharing arrangement does not exist, allocation is based on relative ownership percentage of the Operating Company and the noncontrolling interests.
Revenue recognition—Under ASC 606, Revenue From Contracts With Customers (“ASC 606”), which the Company adopted on January 1, 2018 (see –Recently Adopted Accounting Pronouncements), revenues from land sales are recognized when the Company satisfies the performance obligation at a point in time, which typically occurs when the control of the land passes to its customers. Revenue is recognized in an amount that reflects the consideration the Company expects to be entitled to receive (i.e., the transaction price) in exchange for the transfer of land. The transaction price typically contains fixed and variable components in which the fixed consideration represents the stated purchase price for the land. Some of the Company’s residential homesite sale agreements contain a profit participation provision, a variable consideration, whereby the Company receives from homebuilders a portion of profit after the builder has received an agreed-upon margin. If the project profitability falls short of the participation threshold, no additional revenue is received. In most contracts, at the time of the land sale, the estimate of profit participation, if any, is constrained, as there are significant factors outside of the Company’s control that will impact whether participation thresholds will be met. In addition, some residential homesite sale agreements contain a provision requiring the homebuilder to pay a marketing fee per residence sold, as a percentage of the home sale price. Such fees are estimated as a variable consideration and the amount the Company expects to be entitled to receive is included in the transaction price. At the end of each reporting period, variable considerations are reassessed to ensure changes in circumstances or constraints are appropriately reflected in the estimated transaction price. Changes in estimates of variable components of transaction prices could result in cumulative catch-up adjustments to revenue.
A contract asset or liability is recognized when the timing of the satisfaction of a performance obligation is different from the timing of the payments made by customers. Contract assets typically consist of estimates of contingent or variable consideration that has been included in the transaction price and recognized as revenue before the contingency is resolved and the contractual payment is due. Contract liabilities typically consist of payments received prior to satisfying the associated performance obligation. For example, a contract asset may be recorded at the closing of a land sale representing the estimated marketing fees included in the transaction price. However, the actual amount and timing of marketing fee payments is not known until the time a residence is sold. As marketing fee payments are collected from customers, the contract asset balance will be adjusted and reduced accordingly. Further, re-estimation of marketing fees at the end of each reporting period may result in an increase or decrease to the contract asset.
Under ASC 605, Revenue Recognition (“ASC 605”) for periods prior to January 1, 2018, revenues from land sales were recognized when a significant down payment was received, the earnings process was complete, title passes, and the collectability of any receivables was reasonably assured. Revenues from profit participation were recognized when sufficient evidence existed that the homebuilding project had met the participation thresholds and the Company had collected the profit participation payment or was reasonably assured of collection. The Company deferred revenue on amounts collected in advance of meeting the recognition criteria. Lastly, marketing fees were recognized upon collection of receipts from the customer.
Under ASC 606, revenues from management services are recognized as the customer consumes the benefits of the performance obligation satisfied over time. The transaction price pertaining to management services revenue is comprised of fixed and variable components whereby the fixed consideration typically represents a base management fee. The Company’s management agreements may contain incentive compensation fee provisions contingent on the performance of customers. In making estimates of incentive compensation, the Company expects
to be entitled to receive in exchange for providing management services, significant assumptions and judgments are made in evaluating the factors that may determine the amount of consideration the Company will ultimately receive. In doing so, cash flow projections are typically utilized. These cash flows are significantly affected by estimates and assumptions related to market supply and demand, the local economy, projected pace of sales of homesites, pricing and price appreciation over the estimated selling period, the length of the estimated development and selling periods, remaining development, general and administrative costs, and other factors. Incentive compensation revenue from management services is recognized evenly over the expected contract term, as the performance obligation is satisfied. When changes in estimates and assumptions occur, the estimate of the amount of incentive compensation the Company expects to be entitled to receive may change, resulting in a cumulative catch-up being recorded in the period of the change. Similar to land sale revenues, a contract asset may be recognized associated with revenues generated from management services when there is a timing difference between the satisfaction of performance obligations and revenues becoming billable. Reassessment of the estimated transaction price at the end of each reporting period may increase or decrease contract assets. Contract asset balances are reduced when revenues from our customers become billable.
Under ASC 605, the Company recorded management services revenues over the period in which the services were performed, fees were determinable, and collectability was reasonably assured. The Company recorded revenues from annual fees ratably over the contract period using the straight-line method and the Company recognized incentive compensation in the period in which the contingency was resolved and only to the extent other recognition conditions had been met.
Included in operating properties revenues in the consolidated statements of operations are revenues from the Company’s agriculture and energy operations and its golf club operation, Tournament Players Club at Valencia Golf Course (sold in January 2018).
Impairment of assets—Long-lived assets are reviewed for impairment when events or changes in circumstances indicate that their carrying value may not be recoverable. Impairment indicators for long-lived inventory assets include, but are not limited to, significant increases in horizontal development costs, significant decreases in the pace and pricing of home sales within the Company’s communities and surrounding areas and political and societal events that may negatively affect the local economy. For operating properties, impairment indicators may include significant increases in operating costs, decreased utilization, and continued net operating losses. If indicators of impairment exist, and the undiscounted cash flows expected to be generated by a long-lived asset are less than its carrying amount, an impairment charge is recorded to write down the carrying amount of such long-lived asset to its estimated fair value. The Company generally estimates the fair value of its long-lived assets using a discounted cash flow model or sales comparison approach of the underlying property or a combination thereof.
The Company’s projected cash flows for each long-lived inventory asset are significantly affected by estimates and assumptions related to market supply and demand, the local economy, projected pace of sales of homesites, pricing and price appreciation over the estimated selling period, the length of the estimated development and selling periods, remaining development costs, and other factors. For operating properties, the Company’s projected cash flows also include estimates and assumptions about the use and eventual disposition of such properties, including utilization, capital expenditures, operating expenses, and the amount of proceeds to be realized upon eventual disposition of such properties.
In determining these estimates and assumptions, the Company utilizes historical trends from past development projects of the Company in addition to internal and external market studies and trends, which generally include, but are not limited to, statistics on population demographics and unemployment rates.
Using all available information, the Company calculates its best estimate of projected cash flows for each asset. While many of the estimates are calculated based on historical and projected trends, all estimates are subjective and change as market and economic conditions change. The determination of fair value also requires discounting the estimated cash flows at a rate the Company believes a market participant would determine to be commensurate with the inherent risks associated with the asset and related estimated cash flow streams. The discount rate used in determining each asset’s fair value generally depends on the asset’s projected life and development stage.
Share-based payments— Share-based payments are recognized on a straight-line basis over the service period in the statement of operations based on their measurement date fair values. Forfeitures, if any, are accounted for in the period when they occur.
Cash and cash equivalents—Included in cash and cash equivalents are short-term investments that have original maturity dates of three months or less. The carrying amount approximates fair value due to the short-term nature of these investments.
Restricted cash and certificates of deposit—Restricted cash and certificates of deposit consist of cash, cash equivalents, and certificates of deposit held as collateral on open letters of credit related to development obligations or because of other legal obligations of the Company that require the restriction.
Marketable securities—During the years ended December 31, 2017 and 2016, the Company made investments in marketable debt securities. The Company purchased each investment with the intent and ability to hold the investment until maturity and carried each investment at amortized cost. The amortized cost of such debt securities were adjusted for amortization of premiums and accretion of discounts, using the effective interest method or a method that approximates the effective interest method. Amortization and accretion of premiums and discounts are included in selling, general, and administrative costs and expenses in the accompanying consolidated statements of operations. The Company evaluates securities in unrealized loss positions for evidence of other-than-temporary impairment, considering, among other things, duration, severity, and financial condition of the issuer. No other-than-temporary impairments were identified during either year ended December 31, 2017 or 2016, and the Company held no marketable securities at December 31, 2018 or 2017.
Properties and equipment—Properties and equipment primarily relate to the Company’s operating properties’ businesses, are recorded at cost. Properties and equipment, other than land, are depreciated over their estimated useful lives using the straight-line method. At the time properties and equipment are disposed of, the asset and related accumulated depreciation, if any, are removed from the accounts, and any resulting gain or loss is credited or charged to earnings. The estimated useful life for land improvements and buildings is 10 to 40 years while the estimated useful life for furniture, fixtures, and equipment is two to 15 years.
Held for sale classification—Assets to be disposed of together as a group in a single transaction and liabilities directly associated with those assets that will be transferred in the transaction are classified as held for sale on the Company’s consolidated balance sheet. Management evaluates certain criteria when determining held for sale classification including management’s authority to approve a disposal, management’s commitment to a plan to sell the disposal group, and the probability of completing the sale within one year. When initially classified as held for sale, assets and liabilities of assets held for sale are measured at the lower of carrying value or fair value less costs to sell. Included in the consolidated balance sheet at December 31, 2017 are assets and liabilities related to The Tournament Players Club at Valencia Golf Course that have been classified as held for sale. Assets held for sale of $4.5 million were comprised of property and equipment of $3.7 million, net of accumulated depreciation of $1.9 million, and other assets of $0.8 million. Liabilities of assets held for sale of $5.4 million consisted of club membership liabilities totaling $5.3 million and other liabilities of $0.1 million. In January 2018, The Tournament Players Club at Valencia Golf Course was sold for cash proceeds of $5.9 million, and the buyer’s assumption of certain liabilities, including certain membership related liabilities. Results of operations of The Tournament Players Club at Valencia Golf Course, prior to disposal, are included in the Company’s Newhall segment. The property was operated by the Company as an amenity to the Company’s fully developed Valencia community. There are no assets or liabilities held for sale at December 31, 2018.
Investments in unconsolidated entities—For investments in entities that the Company does not control, but exercises significant influence, the Company uses the equity method of accounting. The Company’s judgment with regard to its level of influence or control of an entity involves consideration of various factors including the form of its ownership interest, its representation in the entity’s governance, its ability to participate in policy-making decisions, and the rights of other investors to participate in the decision-making process to replace the Company as manager or to liquidate the entity. Investments accounted for under the equity method of accounting are recorded at cost and adjusted for the Company’s share in the earnings (losses) of the venture and cash contributions and distributions. Any difference between the carrying amount of the equity method investment on the Company’s balance sheet and the underlying equity in net assets on the entity’s balance sheet results in a basis difference which is adjusted as the related underlying assets are depreciated, amortized, or sold and the liabilities are settled. The
Company generally allocates income and loss from unconsolidated entities based on the venture’s distribution priorities, which may be different from its stated ownership percentage.
The Company evaluates the recoverability of its investment in unconsolidated entities by first reviewing each investment for any indicators of impairment. If indicators are present, the Company estimates the fair value of the investment. If the carrying value of the investment is greater than the estimated fair value, management makes an assessment of whether the impairment is “temporary” or “other-than-temporary.” In making this assessment, management considers the following: (1) the length of time and the extent to which fair value has been less than cost, (2) the financial condition and near-term prospects of the entity, and (3) the Company’s intent and ability to retain its interest long enough for a recovery in market value. If management concludes that the impairment is “other-than-temporary,” the Company reduces the investment to its estimated fair value. No other-than-temporary impairments were identified during either the year ended December 31, 2018, 2017 or 2016.
Inventories—Inventories primarily include land held for development and sale. Inventories are stated at cost, less reimbursements, unless the inventory within a community is determined to be impaired, in which case the impaired inventory would be written down to fair market value. Capitalized direct and indirect inventory costs include land, land in which the Company has the rights to receive in accordance with a disposition and development agreement (see Note 4), horizontal development costs, real estate taxes, and interest related to financing development and construction. During the years ended December 31, 2018, 2017 and 2016, the Company incurred interest expense, including amortization of debt issuance costs, all of which was capitalized into inventories, of $54.8 million, $9.4 million and $3.5 million, respectively. Horizontal development costs can be further broken down to costs incurred to entitle and permit the land for its intended use; costs incurred for infrastructure projects, such as schools, utilities, roads, and bridges; and site costs, such as grading and amenities, to bring the land to a saleable state. General and administrative costs related to project litigation are charged to expense when incurred. Costs that cannot be clearly associated with the acquisition, development, and construction of a real estate project and selling expenses are expensed as incurred. The Company expenses advertising costs as incurred, which were $2.0 million, $4.3 million and $3.5 million during the years ended December 31, 2018, 2017 and 2016, respectively. Certain public infrastructure project costs incurred by the Company are eligible for reimbursement, typically, from the proceeds of CFD bond debt, state and federal grants or property tax assessments.
A portion of capitalized inventory costs is allocated to individual parcels within a project using the relative sales value method. Under the relative sales value method, each parcel in the project under development is allocated costs in proportion to the estimated overall sales prices of the project such that each parcel to be sold reflects the same gross profit margin. Since this method requires the Company to estimate the expected sales price for the entire project, the profit margin on subsequent parcels sold will be affected by both changes in the estimated total revenues, as well as any changes in the estimated total cost of the project.
 
Intangible Asset—In connection with the Company’s acquisition of the Management Company (see Note 4), the Company acquired an intangible asset related to the contract value of the incentive compensation provisions of the Management Company’s development management agreement with the Great Park Venture. The Company records amortization expense over the contract period based on the pattern in which the Company expects to recognize the economic benefits from the incentive compensation.
Receivables—The Company evaluates the carrying value of receivables, which includes receivables from related parties, at each reporting date to determine the need for an allowance for doubtful accounts. As of both December 31, 2018 and 2017, the allowance for doubtful accounts was not significant.
Fair value measurements—The Company follows guidance for fair value measurements and disclosures that emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, 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.
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
In instances where the determination of the fair value measurements is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
Offering Costs—Costs incurred by the Company, totaling $2.9 million, that were directly attributable to the IPO were deferred and charged against the gross proceeds of the offering as a reduction of members’ contributed capital.
Income taxes—The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes (“ASC 740”), which requires an asset and liability approach for measuring deferred taxes based on temporary differences between the financial statements and tax bases of assets and liabilities existing at each balance sheet date using enacted tax rates for the years in which taxes are expected to be paid or recovered.
The Holding Company has elected to be treated as a corporation for U.S. federal, state, and local tax purposes and determines the provision or benefit for income taxes on an interim basis using an estimate of its annual effective tax rate and the impact of specific events as they occur.
The Company’s estimate of the Holding Company’s annual effective tax rate is subject to change based on changes in federal and state tax laws and regulations, the Holding Company’s ownership interest in the Operating Company and the Operating Company’s ownership in the San Francisco Venture, and the Company’s assessment of its deferred tax asset valuation allowance. Cumulative adjustments are made in interim periods in which the Company identifies a change in its estimate of the amount of future tax benefit when it is more likely than not that some portion of the deferred tax assets will not be realized. Among other things, the nature, frequency and severity of prior cumulative losses, forecasts of future taxable income, the duration of statutory carryforward periods, the Company’s utilization experience with operating loss and tax credit carryforwards and tax planning alternatives are considered and evaluated when assessing the need for a valuation allowance. Any increase or decrease in a valuation allowance could have a material adverse effect or beneficial effect on the Holding Company’s income tax provision and net income or loss in the period the determination is made. The Holding Company recognizes interest or penalties related to income tax matters in income tax expense.
Miscellaneous other income—Miscellaneous other income consisted of the following (in thousands):
 
Year Ended December 31,
 
2018
 
2017
 
2016
Gain on sale of golf club operating property
$
6,700

 
$

 
$

Gain on insurance claims
1,566

 

 

Net periodic pension benefit
307

 
93

 
57

Total miscellaneous other income
$
8,573

 
$
93

 
$
57

Recently issued accounting pronouncements—In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU No. 2018-07”) which simplifies the accounting of share-based payments granted to nonemployees for goods and services. Under ASU No. 2018-07, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees including the determination of the measurement date. ASU No. 2018-07 generally requires an entity to use a modified retrospective transition approach, with a cumulative-effect adjustment to
retained earnings as of the beginning of the fiscal year of adoption. The amendments in ASU No. 2018-07 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company does not expect the adoption of ASU No. 2018-07 to have a material impact on its consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU No. 2016-02”). This ASU generally requires that lessees recognize right-of-use assets and lease liabilities on the balance sheet for operating and financing leases and also requires improved disclosures to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases. This update is effective for public entities in fiscal years beginning after December 15, 2018, including interim reporting periods within those fiscal years. The FASB has issued multiple clarifications and updates since ASU No. 2016-02 that include, but is not limited to, the ability to elect practical expedients upon transition.
The Company will adopt ASU No. 2016-02 effective on January 1, 2019 on a modified retrospective basis. Consequently, comparative prior periods presented in financial statements after adoption will continue to be in accordance with current U.S. GAAP (Topic 840, Leases). Upon transition, the Company will elect the package of practical expedients, whereby the Company will not reassess whether existing contracts contain leases, the lease classification of existing leases and initial direct costs associated with those leases. Additionally, the Company expects to exclude recognition of short term leases on the balance sheet and not separate lease and nonlease components for both lessee and lessor leases. Lease payments for short term leases would continue to be recognized in the consolidated statements of operations on a straight-line basis over the lease term. The Company estimates recognizing total lease liabilities ranging from $25 million to $35 million and corresponding right-of-use assets ranging from $30 million to $40 million predominantly associated with leased office space. The difference between the right-of-use asset and lease liability is primarily due to the existing prepaid and deferred rent balances, resulting from historical straight-lining of operating leases, that will be reclassified upon adoption to increase or reduce the measurement of the right-of-use assets. The Company continues to evaluate the disclosure requirements and the Company’s associated processes and disclosure controls in advance of the first interim reporting period after adoption. The Company does not expect the adoption of ASU No. 2016-02 to have a material impact on the Company’s consolidated statement of operations or statement of cash flows.
In June 2016, the FASB issued ASU No. 2016-13, Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments which amends the guidance on the impairment of financial instruments, including most debt instruments, trade receivables and loans. ASU No. 2016-13 adds to U.S. GAAP an impairment model known as the current expected credit loss model that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses for instruments measured at amortized cost, resulting in a net presentation of the amount expected to be collected on the financial asset. ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is currently evaluating the impact of adopting ASU No. 2016-13 on its consolidated financial statements.
Recently adopted accounting pronouncements—In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU No. 2014-09”), which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted ASU No. 2014-09 and the related ASUs that formed ASC Topic 606, Revenue from Contracts with Customers, on January 1, 2018 using the modified retrospective approach with the cumulative effect recorded as an adjustment to opening capital. The new guidance was applied to contracts not completed at the transition date. Results for reporting periods beginning after January 1, 2018 are presented under ASC Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with historic accounting under ASC Topic 605, Revenue Recognition, and other industry specific guidance.
The impact of adopting the new guidance primarily relates to (i) the recognition of variable incentive compensation consideration associated with the Company’s development management agreement with the Great Park Venture, which previously was recognized when contingencies associated with the amount and timing of the consideration were resolved, but under the new guidance estimates of the amount of variable consideration that the Company expects to be entitled to receive in revenue are recognized over time as management services are
provided; (ii) the recognition of variable consideration from land sale contracts in the form of revenue or profit participation and marketing fees received from homebuilders, which historically have been recognized as revenue in the period in which the contingencies associated with the amount and timing of the consideration were resolved, but under the new guidance estimates of the amount of variable consideration that the Company expects to be entitled to receive in revenue, if any, are recognized at the time of land sale; (iii) the timing of revenue recognition from land sales or agriculture crop sales resulting from additional clarity in determining that the performance obligation to the customer is complete when control of the land or crop has been transferred to the customer; (iv) the impact of adoption of ASU No. 2014-09 by the Company’s unconsolidated entities; and (v) the requirement to provide more robust disclosure on the nature of the Company’s transactions, the economic substance of the arrangements and the judgments involved.
The cumulative effect of the changes made to the Company’s consolidated January 1, 2018 balance sheet from the adoption of the new revenue guidance were as follows (in thousands):
 
Balance at December 31, 2017
 
Adjustments due to ASU No. 2014-09
 
Balance at January 1, 2018
ASSETS
 
 
 
 
 
Inventories
$
1,425,892

 
$
(9,457
)
 
$
1,416,435

Investment in unconsolidated entities
530,007

 
3,067

 
533,074

Intangible asset, net—related party
127,593

 
(19,220
)
 
108,373

Related party assets
3,158

 
38,332

 
41,490

Other assets
7,585

 
716

 
8,301

LIABILITIES
 
 
 
 
 
Accounts payable and other liabilities
167,620

 
(1,722
)
 
165,898

Related party liabilities
186,670

 
(9,485
)
 
177,185

CAPITAL
 
 
 
 
 
Retained earnings
57,841

 
10,684

 
68,525

Noncontrolling interests
1,320,208

 
13,961

 
1,334,169


In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) (“ASU No. 2016-15”) which amends the guidance in ASC Topic 230, Statement of Cash Flows, on the classification of certain cash receipts and payments in the statement of cash flows. The primary purpose of ASU No. 2016-15 is to reduce the diversity in practice that has resulted from the lack of consistent principles on this topic. The Company adopted ASU No. 2016-15 effective January 1, 2018 retrospectively with no material impact on the Company’s consolidated financial statements.
In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the Emerging Issues Task Force) (“ASU No. 2016-18”) which requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flow. The Company adopted this guidance on January 1, 2018 retrospectively and as a result included restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts presented on the consolidated statement of cash flows.
The effect of the changes made to the Company’s consolidated statement of cash flow line items from the adoption of ASU No. 2016-18 were as follows (in thousands):
 
Year Ended December 31, 2017
 
As Previously Reported
 
Adjustments due to ASU No. 2016-18
 
As Adjusted
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
Decrease in restricted cash and certificates of deposits
$
876

 
$
(876
)
 
$

NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
786,174

 
(876
)
 
785,298

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period
62,304

 
2,343

 
64,647

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period
848,478

 
1,467

 
849,945

 
Year Ended December 31, 2016
 
As Previously Reported
 
Adjustments due to ASU No. 2016-18
 
As Adjusted
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
Decrease in restricted cash and certificates of deposits
$
1,574

 
$
(1,574
)
 
$

NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
(46,353
)
 
(1,574
)
 
(47,927
)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period
108,657

 
3,917

 
112,574

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period
62,304

 
2,343

 
64,647



In March 2017, the FASB issued ASU No. 2017-07, Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (“ASU No. 2017-07”) which amends the guidance for the income statement presentation of the components of net periodic benefit cost for an entity’s sponsored defined benefit pension and other postretirement plans. ASU No. 2017-07 requires entities to report non-service-cost components of net periodic benefit cost outside of income from operations. The Company adopted ASU No. 2017-07 effective January 1, 2018, retrospectively, which resulted in reclassifying net periodic pension benefit of $93,000 and $57,000 from selling, general, and administrative expenses to miscellaneous other income on the consolidated statement of operations for the years ended December 31, 2017 and 2016, respectively.
In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU No. 2017-09”). ASU No. 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in ASC Topic 718, Compensation - Stock Compensation. The Company adopted the amendments of ASU No. 2017-09 effective January 1, 2018 prospectively with no material impact on the Company’s consolidated financial statements.
XML 30 R12.htm IDEA: XBRL DOCUMENT v3.19.1
Revenue
12 Months Ended
Dec. 31, 2018
Revenue from Contract with Customer [Abstract]  
Revenues REVENUES
The application of the new revenue standard had the following impacts to the financial statement line items in the Company’s consolidated financial statements (in thousands):
Statement of Operations
 
 
 
 
 
 
Year Ended December 31, 2018
 
As Reported
 
Balances without Adoption of ASC 606
 
Effect of Change
REVENUES:
 
 
 
 
 
Land sales
$
133

 
$
486

 
$
(353
)
Land sales—related party
900

 
497

 
403

Management services—related party
40,976

 
23,055

 
17,921

Operating properties
6,981

 
6,667

 
314

COSTS AND EXPENSES:
 
 
 
 
 
Land sales
(165
)
 
(378
)
 
213

Management services
23,962

 
11,506

 
12,456

Operating properties
5,077

 
4,935

 
142

EQUITY IN (LOSS) EARNINGS FROM UNCONSOLIDATED ENTITIES
(2,163
)
 
(2,399
)
 
236

NET LOSS
(67,945
)
 
(73,654
)
 
5,709

NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
(33,231
)
 
(36,023
)
 
2,792

NET LOSS ATTRIBUTABLE TO THE COMPANY
(34,714
)
 
(37,631
)
 
2,917

Balance Sheet
 
 
 
 
 
 
December 31, 2018
 
As Reported
 
Balances without Adoption of ASC 606
 
Effect of Change
ASSETS
 
 
 
 
 
Inventories
$
1,696,084

 
$
1,698,630

 
$
(2,546
)
Investment in unconsolidated entities
532,899

 
529,596

 
3,303

Intangible asset, net—related party
95,917

 
127,593

 
(31,676
)
Related party assets
61,039

 
11,205

 
49,834

Other assets
9,179

 
8,522

 
657

LIABILITIES
 
 
 
 
 
Accounts payable and other liabilities
161,139

 
162,588

 
(1,449
)
Related party liabilities
178,540

 
187,873

 
(9,333
)
CAPITAL
 
 
 
 
 
Retained earnings
33,811

 
20,210

 
13,601

Noncontrolling interest
1,261,491

 
1,244,738

 
16,753


As a result of applying the new revenue standard, there was no impact to the Company’s operating, investing or financing activities in the consolidated statement of cash flows other than a change to net loss and therefore a corresponding impact on the reconciling items to arrive at the net cash used in operating activities.
Revenues are recognized when control of the promised goods (i.e., land) or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.
At contract inception, the Company assesses the goods and services promised in its contract with its customers and identifies a performance obligation for each promise to transfer to the customer a good or service (or a series of services) that is distinct. Identified performance obligations are assessed by considering implicit and explicitly stated promises. For the distinct performance obligation related to land sales, the Company typically satisfies the performance obligations at a point in time, upon transferring control of the land (when title passes at the close of escrow). The customer is able to direct the use of, control and obtain substantially all of the benefits from the land when title passes. For the distinct performance obligation related to management services, which is comprised of a series of distinct services that are substantially the same and that have the same pattern of transfer to the customer, the Company typically satisfies the performance obligations over time as services are rendered. The customer consumes the benefits of the management services as the performance obligation is satisfied over time. The following tables present the Company’s consolidated revenues disaggregated by revenue source and reporting segment (see Note 15) (in thousands):
 
Year Ended December 31, 2018
 
Newhall
 
San Francisco
 
Great Park
 
Commercial
 
Total
Land sales
$
149

 
$
884

 
$

 
$

 
$
1,033

Management services

 
4,397

 
35,090

 
1,489

 
40,976

Operating properties
3,878

 
729

 

 

 
4,607

Total revenues subject to ASC 606
4,027

 
6,010

 
35,090

 
1,489

 
46,616

Operating properties leasing revenues
2,374

 

 

 

 
2,374

Total Revenues
$
6,401

 
$
6,010

 
$
35,090

 
$
1,489

 
$
48,990


Contract balances are recorded on the consolidated balance sheet in related party assets and other assets for receivables from customers and contract assets (unbilled receivables) depending on whether the customer is a related party. Similarly, contract liabilities (deferred revenue) are included in accounts payable and other liabilities and related party liabilities. When the timing of the Company’s satisfaction of a performance obligation is different from the timing of the payments made by customers, the Company recognizes either a contract asset or a contract liability. Contract assets typically consist of the Company’s estimate of contingent or variable consideration that has been included in the transaction price and recognized as revenue before the contractual payment is due. Contract liabilities typically consist of payments received by the Company prior to the Company satisfying the associated performance obligation.
Consideration in the form of contingent incentive compensation from the Company’s development management agreement with the Great Park Venture is recognized as revenue as services are provided over the expected contract term, although contractual payments are due in connection with distributions made to the members of the Great Park Venture. The Company includes in the transaction price an estimate of incentive compensation only to the extent that a significant reversal of revenue is not probable. In some of its development management agreements, the Company receives compensation equal to the actual general and administrative costs incurred by the Company’s project team. In these circumstances, the Company acts as the principal and recognizes management fee revenues on these reimbursements in the same period that these costs are incurred because the amount to which the Company has the right to invoice corresponds directly with the value consumed by the customer for the Company’s performance to date.
Additionally, the Company’s land sale contracts may include contingent amounts of variable consideration in the form of revenue or profit participation and marketing fees received from the homebuilders in amounts that are determined from the sales price or profitability of the sold homes. Estimates of such variable consideration that the Company expects to be entitled to receive from the homebuilder, if any, is recognized as revenue and a contract asset at the time of land sale, although payments are received in future periods when homebuilders complete home sales.
Changes in estimates of variable components of transaction prices, including estimates of variable consideration that are constrained, could result in cumulative catch-up adjustments to revenue that may result in an increase or decrease to contract assets in future periods.
The opening (after initial adoption) and closing balances of the Company’s contract assets for the year ended December 31, 2018 were$39.0 million and $50.6 million, respectively. The increase of $11.6 million between the opening and closing balances of the Company’s contract assets primarily results from an increase of $18.6 million during the year ended December 31, 2018 as a result of a timing difference between the Company’s recognition of revenue earned for the performance of management services and contractual payments due from the customer during the period. Offsetting such increase was the derecognition of $7.0 million, representing variable cash consideration related to a land sale from a previous period. In September 2018, the Company relinquished its rights to the variable consideration in favor of additional entitlements transferred from the buyer that can be used at Candlestick Point and The San Francisco Shipyard communities (see Note 10). The total transaction price for this purchase and sale agreement did not change as a result of the changes to the consideration components. The Company’s opening and closing contract liabilities for the year ended December 31, 2018 were insignificant.
As of December 31, 2018, the aggregate amount of the transaction price allocated to the Company’s partially unsatisfied performance obligations associated with the development management agreement with the Great Park Venture was $56.0 million. The Company will recognize this revenue ratably as services are provided over the expected contract term, which terminates in December 2021, unless extended by mutual agreement by both the Company and the Great Park Venture. At each reporting period the Company will reassess the estimate of the amount of variable consideration the Company is expected to be entitled to such that it is probable that a significant reversal will not occur. Significant judgment is involved in management’s estimate of the amount of variable consideration included in the transaction price. In making this estimate, management utilizes projected cash flows of the operations of the Great Park Venture. These cash flows are significantly affected by estimates and assumptions related to market supply and demand, the local economy, projected pace of sales of homesites, pricing and price appreciation over the estimated selling period, the length of the estimated development and selling periods, remaining development, general, and administrative costs, and other factors. When changes in the estimate occur, a cumulative catch-up will be recorded in the period and the transaction price allocated to the unsatisfied performance obligation will be adjusted. The Company applies the disclosure exemptions associated with remaining performance obligations for contracts with an original expected term of one year or less, contracts for which revenue is recognized in proportion to the amount of services performed and variable consideration that is allocated to wholly unsatisfied performance obligations for services that form part of a series of services.
XML 31 R13.htm IDEA: XBRL DOCUMENT v3.19.1
Acquisitions and Disposals
12 Months Ended
Dec. 31, 2018
Business Combinations [Abstract]  
Acquisitions and Disposals ACQUISITIONS AND DISPOSALS
On May 2, 2016, the Company completed the Formation Transactions pursuant to the Contribution and Sale Agreement (see Note 1), in which the Company acquired a controlling financial interest in the San Francisco Venture and the Management Company. The acquisitions and the Company’s concurrent investment in the Great Park Venture (see Note 5) transformed the Company into an owner, manager and developer of real estate at three locations. In accordance with ASC 805, Business Combinations, the Company has recorded the acquired assets (including identifiable intangible assets) and liabilities at their respective fair values as of the date of the Contribution and Sale Agreement.
The Company was a party to a cost sharing agreement related to the transactions that were consummated through the Contribution and Sale Agreement in which financial advisory, legal, accounting, tax and other consulting services were shared between the Company, the San Francisco Venture, the Great Park Venture and the Management Company. The Management Company acted as the administrative agent for all the parties. Transaction costs of $1.8 million was incurred directly by the Company or allocated to the Company under the cost sharing agreement during the year ended December 31, 2016 and is included in selling, general, and administrative expense in the accompanying consolidated statement of operations.
The San Francisco Venture
On May 2, 2016, immediately prior to completion of the Formation Transactions, the San Francisco Venture completed a separation transaction (the “Separation Transaction”) pursuant to an Amended and Restated Separation and
Distribution Agreement (“Separation Agreement”) in which the equity interests in a subsidiary of the San Francisco Venture known as CPHP Development, LLC (“CPHP”) were distributed directly to the members of the San Francisco Venture: (i) an affiliate of Lennar and (ii) an affiliate of Castlelake, LP (“Castlelake”). The principal terms of the Separation Agreement included the following:
• CPHP was transferred certain acres of land where homes were being built, as well as all responsibility for current and future residential construction on the land;
• Once a final subdivision map is recorded, title to a parking structure parcel at Candlestick Point (“CP Parking Parcel”) was to be conveyed to CPHP and CPHP was to assume the obligation to construct the parking structure and certain other improvements at Candlestick Point;
• CPHP was transferred the membership interest in Candlestick Retail Member, LLC, (“Mall Venture Member”), the entity that had entered into a joint venture (“Mall Venture”) with CAM Candlestick LLC (the “Macerich Member”) to build a fashion outlet retail shopping center (“Retail Project”) above and adjacent to the parking structure that CPHP is to construct on the CP Parking Parcel;
• Once a final subdivision map is recorded, the San Francisco Venture was to convey to the Mall Venture the property on which the Retail Project was to be built (the “Retail Project Property”); and
• CPHP assumed all of the vertical construction loans and EB-5 loan liabilities of the San Francisco Venture, subject to a reimbursement agreement for the portion of the EB-5 loans that were used to fund development of the portion of Candlestick Point and The San Francisco Shipyard that was not transferred to CPHP.
Concurrent with and pursuant to the terms and conditions of the Contribution and Sale Agreement, the limited liability company agreement of the San Francisco Venture was amended and restated to reflect among other things (1) the conversion of the existing members’ interest into Class A units of the San Francisco Venture that are redeemable, at the holder’s option, subject to certain conditions, for Class A Common Units of the Operating Company, (2) the creation of Class B units of the San Francisco Venture and (3) the appointment of the Operating Company as the manager of the San Francisco Venture. In exchange for 378,578 of its Class A Common Units, the Operating Company acquired 378,578 Class A units of the San Francisco Venture that automatically converted into an equal number of Class B units of the San Francisco Venture. As the holder of all the outstanding Class B units of the San Francisco Venture, the Operating Company owns interests that entitle it to receive 99% of all distributions from the San Francisco Venture after the holders of Class A units of the San Francisco Venture have received distributions equivalent to the distributions, if any, paid on the Class A Common Units of the Operating Company. The Company has a controlling financial interest and consolidates the accounts of the San Francisco Venture and reports noncontrolling interest attributed to the outstanding Class A units of the San Francisco Venture.
The equity issued for the San Francisco Venture consisted of the following (in thousands, except unit and per unit amounts):
Class A Common Units in the Operating Company
378,578

Class A units at the San Francisco Venture exchangeable for Class A Common Units in the Operating Company
37,479,205

Total units issued/issuable in consideration
37,857,783

Estimated fair value per Class A Common Unit of the Operating Company
$
23.61

Total equity consideration
$
893,856

Add: contingent consideration
64,870

Less: capital commitment from seller
(120,000
)
Total consideration issued for the San Francisco Venture
$
838,726


The estimated fair value per Class A Common Unit of the Operating Company was determined using a discounted cash flow method projected for the Operating Company to determine a per unit enterprise value as of the acquisition date. As the Class A units of the San Francisco Venture are exchangeable on a one-for-one basis for Class A Common Units of the Operating Company, it was determined that the unit value of a Class A unit of the San Francisco Venture is substantially equal to the unit value of a Class A Common Unit of the Operating Company. The fair value of the noncontrolling interest represented by the Class A units of the San Francisco Venture held by affiliates of Lennar and Castlelake is calculated as the product of the unit value of the Class A units of the San Francisco Venture and the number of Class A units of the San Francisco Venture outstanding and redeemable for Class A Common Units of the Operating Company.
Contingent consideration consists of the San Francisco Venture’s obligation (through a subsidiary) to convey the Retail Project Property to the Mall Venture and the CP Parking Parcel to CPHP. The Retail Project Property is to be conveyed pursuant to a development and acquisition agreement, dated November 13, 2014, between the Mall Venture and the San Francisco Venture’s subsidiary (the “Mall DAA”). The former owners of the San Francisco Venture retained the rights to 49.9% of the equity ownership in the Mall Venture through the Separation Agreement; therefore, the conveyance of the Retail Project Property to the Mall Venture represents additional consideration to the former owners, contingent upon the San Francisco Venture obtaining the appropriate governmental approvals required to subdivide and convey the Retail Project Property.
In connection with the Separation Transaction, the former owners agreed to make an aggregate capital commitment to the San Francisco Venture of $120.0 million, payable to the San Francisco Venture in four equal installments, with the first installment paid on May 2, 2016 and the second, third and fourth installments payable within 90, 180 and 270 days thereafter. The second and third installments were paid and received by the San Francisco Venture on August 5, 2016 and November 3, 2016, respectively, and the fourth installment was received on February 2, 2017. The $120.0 million capital commitment from the selling members was determined to be an adjustment to purchase consideration since the amount is a cash inflow to the Company from the former owners of the San Francisco Venture in relation to the acquisition, thereby reducing the fair value of the consideration.
The estimated fair value of the assets acquired and liabilities assumed, as well as the fair value of the noncontrolling interest in the San Francisco Venture as of the acquisition date, is as follows (in thousands):
Assets acquired:
 
Inventories
$
1,038,154

Other assets
827

Liabilities assumed:
 
Macerich Note
(65,130
)
Accounts payable
(17,715
)
Related party liabilities
(117,410
)
Net assets acquired
$
838,726

Adjustment to equity consideration, net (see table above)
55,130

 
$
893,856

Noncontrolling interest in the San Francisco Venture
$
884,917


Inventories consist of land held for development and the right to receive land from the Office of Community Investment and Infrastructure, the Successor to the Redevelopment Agency of the City and County of San Francisco (the “San Francisco Agency”) in accordance with a disposition and development agreement between the San Francisco Venture’s subsidiary and the San Francisco Agency.
Accounts payable consists of payables related to normal business operations. Related party liabilities consist of (i) $102.7 million in EB-5 loan reimbursements to CPHP or its subsidiaries, pursuant to reimbursement agreements that the San Francisco Venture entered into as of May 2, 2016 to reimburse CPHP or its subsidiaries for the proceeds of the EB-5 loans that were used to fund development of the portion of Candlestick Point and The San Francisco Shipyard that were not transferred to CPHP; and (ii) $14.6 million closing cash adjustment payable to CPHP (see Note 10). The Macerich Note is a $65.1 million loan from an affiliate of the Macerich Member (see Note 11).
Management Company
The Management Company was formed in 2009 as a joint venture between the Company’s Chairman and Chief Executive Officer, Emile Haddad, and an affiliate of Lennar. Since being formed, the Management Company had been engaged by the Company as an independent contractor to supervise the day-to-day affairs of the Company and the assets of its subsidiaries. The Company awarded the Management Company a 2.48% ownership interest in the Company’s subsidiary FPL in connection with its engagement as development manager as well as a seat on the Company’s Board of Managers prior to the Formation Transactions. The Management Company has also acted as development manager for the Great Park Venture, under the terms of the development management agreement. Prior to the Formation Transactions, the Management Company also held an ownership interest in the Great Park Venture through an investment in a joint venture with an affiliate of Castlelake (“FPC-HF Venture I”). In 2014, the Management Company sold the rights to 12.5% of all incentive compensation under the development management agreement to FPC-HF Venture I in exchange for its ownership interest in FPC-HF Venture I. Concurrent with and pursuant to the terms and conditions of the Contribution
and Sale Agreement, the Management Company amended and restated its limited partnership agreement. Among other things, the principal organizational changes that occurred were as follows:
• Distribution of the Management Company’s ownership interest in FPC-HF Venture I (see Note 5), to its selling shareholders, Emile Haddad and an affiliate of Lennar;
 
• The partnership interests were converted into two classes of partnership interests, designated as Class A interests and Class B interests. Holders of the Management Company’s Class B interests are entitled to receive distributions from the Management Company equal to the amount of any incentive compensation payments the Management Company receives under the development management agreement, as amended and restated (the “A&R DMA”), characterized as “Legacy Incentive Compensation.” Holders of Class A interests are entitled to all other distributions; and
• Admission of FPC-HF Venture I as a 12.5% holder of the Management Company’s Class B interests in exchange for FPC-HF Venture I’s contribution of its right to 12.5% of the Legacy Incentive Compensation, as defined and discussed in Note 10.
By acquiring all of the stock of Five Point Communities Management, Inc. and all of the Class A interests of Five Point Communities, LP, the Company obtained a controlling financial interest in the Management Company and is able to direct all business decisions of the Management Company.
The equity issued for the Management Company, consisted of the following (in thousands, except unit/share and per unit amounts):
Class A common shares of the Company
798,161

Class A Common Units of the Operating Company
6,549,629

Total units/shares issued in consideration
7,347,790

Estimated fair value per Class A Common Unit of the Operating Company and Class A common share of the Company
$
23.61

Total equity consideration
$
173,488

Add: available cash distribution
450

Total consideration issued for the Management Company
$
173,938


A Class A common share of the Company and a Class A Common Unit of the Operating Company issued as consideration were each valued at $23.61.
The estimated total purchase price was allocated to Management Company’s assets and liabilities based upon fair values as determined by the Company, as follows (in thousands):
Assets acquired:
 
Investment in FPL
$
70,000

Intangible asset
129,705

Cash
3,664

Legacy Incentive Compensation receivable from related party
56,232

Related party receivables
5,282

Prepaid expenses and other current assets
328

Liabilities assumed:
 
Other liabilities
(2,397
)
Related party liabilities
(81,996
)
Accrued employee benefits
(6,880
)
Net assets acquired
$
173,938


The intangible asset is a contract asset resulting from the incentive compensation provisions of the A&R DMA. The A&R DMA has an original term commencing on December 29, 2010 and ending on December 31, 2021, with options to renew at the mutual agreement of terms and provisions by both the Company and the Great Park Venture for three additional years and then two additional years. The intangible asset will be amortized over the contract period based on the pattern in which the economic benefits are expected to be received. The investment in FPL, which was stepped up to fair value, eliminates in consolidation as FPL is a consolidated subsidiary of the Company. Related party liabilities are
comprised of the Class B distribution rights that were held by Emile Haddad, an affiliate of Lennar and FPC-HF Venture I. The Class B interests were determined to not be a substantive form of equity because the interests only entitle the holders to the Legacy Incentive Compensation payments, and does not expose the holders to the net assets or residual interest of Management Company. Class B distributions will be made when the Management Company receives Legacy Incentive Compensation payments under the A&R DMA. As of December 31, 2018, the Management Company had received $58.3 million of the Legacy Incentive Compensation and made distributions in the same amount to the holders of Class B interests. Related party liabilities also includes an obligation to the Operating Company for $14.1 million representing 12.5% of the Non-Legacy Incentive Compensation under the A&R DMA that the Management Company previously sold to FPC-HF Venture I and that the Operating Company acquired from FPC-HF Venture I in connection with the Contribution and Sale Agreement (see Note 10). This obligation and the Operating Company’s acquired asset are eliminated in the accompanying consolidated balance sheets as of December 31, 2018 and 2017.
The Company recorded revenue and losses related to the acquisition of the Management Company and the San Francisco Venture for the year ended December 31, 2016 as follows (in thousands):
 
2016
Revenue
$
15,223

Loss
$
(11,992
)

Tournament Players Club at Valencia Golf Course Disposal
In January 2018, the Tournament Players Club at Valencia Golf Course was sold for net cash proceeds of $5.7 million, and the buyer’s assumption of certain liabilities, including certain club membership related liabilities. The Company recognized a gain of $6.7 million as a result of the sale and such gain is included in miscellaneous other income in the consolidated statement of operations for the year ended December 31, 2018. The property was operated by the Company as an amenity to the Newhall segment’s fully developed Valencia community and the gain on the sale is included in the Newhall segment’s results for the year ended December 31, 2018.
XML 32 R14.htm IDEA: XBRL DOCUMENT v3.19.1
Investment In Unconsolidated Entities
12 Months Ended
Dec. 31, 2018
Equity Method Investments and Joint Ventures [Abstract]  
Investment in Unconsolidated Entities INVESTMENT IN UNCONSOLIDATED ENTITIES
Great Park Venture
On May 2, 2016, concurrent with and pursuant to the terms and conditions of the Contribution and Sale Agreement, the Great Park Venture amended and restated its limited liability company agreement, which split the previous interests in Great Park Venture into two classes of interests—“Percentage Interests” and “Legacy Interests.” The pre-Formation Transaction owners of Great Park Venture retained the Legacy Interests, which entitle them to receive priority distributions in an aggregate amount equal to $476.0 million and up to an additional $89.0 million from subsequent distributions of cash depending on the performance of the Great Park Venture. The holders of the Percentage Interests will receive all other distributions. As of December 31, 2018, the Great Park Venture has made distributions to the holders of Legacy Interests in the aggregate amount of $355.0 million. Pursuant to the Contribution and Sale Agreement, the Operating Company acquired 37.5% of the Percentage Interests in exchange for issuing 17,749,756 Class A Common Units in the Operating Company to an affiliate of Lennar and to FPC-HF Venture I. Great Park Venture is the owner of Great Park Neighborhoods, a mixed-use, master planned community located in Orange County, California. The Company, through its acquisition of the Management Company, has been engaged to manage the planning, development and sale of the Great Park Neighborhoods and supervise the day-to-day affairs of the Great Park Venture. The Great Park Venture is managed by an executive committee comprised of representatives appointed by only the holders of Percentage Interest. The Company does not control the actions of the executive committee.
 
The cost of the Company’s investment in the Great Park Venture was $114.2 million higher than the Company’s underlying equity in the carrying value of net assets of the Great Park Venture (basis difference). The Company’s earnings from the equity method investment are adjusted by amortization and accretion of the basis differences as the assets and liabilities that gave rise to the basis difference are sold, settled or amortized.

The following table summarizes the statement of operations of the Great Park Venture for years ended December 31, 2018 and 2017 and for the period from the acquisition date of May 2, 2016 to December 31, 2016 (in thousands):
 
2018
 
2017
 
2016
Land sale revenues
$
175,689

 
$
480,934

 
$
22,505

Cost of land sales
(118,115
)
 
(339,100
)
 
(12,093
)
Other costs and expenses
(54,506
)
 
(105,772
)
 
(82,392
)
Net income (loss) of Great Park Venture
$
3,068

 
$
36,062

 
$
(71,980
)
The Company’s share of net income (loss)
$
1,151

 
$
13,523

 
$
(26,992
)
Basis difference (amortization) accretion
(2,057
)
 
(7,763
)
 
25,636

Equity in (loss) earnings from Great Park Venture
$
(906
)
 
$
5,760

 
$
(1,356
)

The following table summarizes the balance sheet data of the Great Park Venture and the Company’s investment balance as of December 31, 2018 and 2017 (in thousands):
 
2018
 
2017
Inventories
$
1,059,717

 
$
1,089,513

Cash and cash equivalents
60,663

 
336,313

Receivable and other assets
33,836

 
21,778

Total assets
$
1,154,216

 
$
1,447,604

Accounts payable and other liabilities
$
152,809

 
$
225,588

Redeemable Legacy Interests
209,967

 
445,000

Capital (Percentage Interest)
791,440

 
777,016

Total liabilities and capital
$
1,154,216

 
$
1,447,604

The Company’s share of capital in Great Park Venture
$
296,790

 
$
291,381

Unamortized basis difference
128,863

 
132,111

The Company’s investment in the Great Park Venture
$
425,653

 
$
423,492



Gateway Commercial Venture
On August 4, 2017, the Company entered into the Limited Liability Company Agreement of Five Point Office Venture Holdings I, LLC, a Delaware limited liability company (the “Gateway Commercial Venture”), made a capital contribution of $106.5 million to the Gateway Commercial Venture, and received a 75% interest in the venture. 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.
On August 10, 2017, through its wholly owned subsidiaries, the Gateway Commercial Venture completed the purchase of the Five Point Gateway Campus located in Irvine, California. The purchase price of $443.0 million was funded using capital contributions by the members of the Gateway Commercial Venture and $291.2 million in debt financing. The financing arrangement also provides for an additional $48.0 million to be borrowed for the cost of tenant improvements, leasing expenditures and certain capital expenditures. The debt obtained by the Gateway Commercial Venture is non-recourse to the Company other than in the case of customary “bad act” or bankruptcy or insolvency events. In July 2018, the Company made a capital contribution of $8.4 million to the Gateway Commercial Venture. The contribution, which related to funding of tenant improvements, is expected to be distributed back to the Company following completion of the tenant improvements. As of December 31, 2018, the Gateway Commercial Venture has made distributions totaling $6.5 million to the Company with the remaining balance expected to be received in 2019.
The following table summarizes the statement of operations of the Gateway Commercial Venture for the year ended December 31, 2018 and from August 4, 2017 (the date of our initial investment) to December 31, 2017 (in thousands):
 
2018
 
2017
Rental revenues
$
26,580

 
$
9,245

Rental operating and other expenses
(4,963
)
 
(1,091
)
Depreciation and amortization
(11,730
)
 
(4,504
)
Interest expense
(11,563
)
 
(3,629
)
Net (loss) income of Gateway Commercial Venture
$
(1,676
)
 
$
21

Equity in (loss) earnings from Gateway Commercial Venture
$
(1,257
)
 
$
16

The following table summarizes the balance sheet data of the Gateway Commercial Venture and the Company’s investment balance as of December 31, 2018 and 2017 (in thousands):
 
2018
 
2017
Real estate and related intangible assets, net
$
464,123

 
$
448,795

Other assets
14,833

 
7,211

Total assets
$
478,956

 
$
456,006

Notes payable, net
$
295,440

 
$
286,795

Other liabilities, net
40,521

 
27,190

Members’ capital
142,995

 
142,021

Total liabilities and capital
$
478,956

 
$
456,006

The Company’s investment in the Gateway Commercial Venture
$
107,246

 
$
106,516

XML 33 R15.htm IDEA: XBRL DOCUMENT v3.19.1
Noncontrolling Interests
12 Months Ended
Dec. 31, 2018
Noncontrolling Interest [Abstract]  
Noncontrolling Interests NONCONTROLLING INTERESTS
The Holding Company’s wholly owned subsidiary is the managing general partner of the Operating Company and at December 31, 2018, the Holding Company and its wholly owned subsidiary owned approximately 61.7% of the outstanding Class A Common Units of the Operating Company, 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 38.3% of the outstanding Class A Common Units of the Operating Company.
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. Whether such units are acquired by the Company in exchange for Class A common shares or for cash, if the holder also owns Class B common shares, then 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.
 
The San Francisco Venture has two classes of units—Class A units and Class B 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 affiliates of Lennar and affiliates of 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 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.
Pursuant to the First Amendment to the Second Amended and Restated Limited Liability Company Agreement of The Shipyard Communities, LLC, dated as of February 13, 2019, the San Francisco Venture was authorized to issue Class C units to an affiliate of Lennar that agreed to contribute $25.0 million to the San Francisco Venture in exchange for the issuance of 25 million units of the new class of membership interest. Provided that Lennar completes the construction of a certain number of new homes in Candlestick Point as contemplated under its 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 Candlestick Point project, in an aggregate amount equal to 50% of any reimbursements up to a maximum amount of $25.0 million. Upon a liquidation of the San Francisco Venture, the holders of Class C Units are entitled to a liquidation preference in an aggregate amount equal to the cumulative amount of reimbursements received, less the aggregate amount previously paid to redeem Class C units. 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 distributions. 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 Point development.
Net (loss) income attributable to the noncontrolling interests on the consolidated statements of operations represents the portion of earnings attributable to the economic interest in the Company held by the noncontrolling interests. The Company allocates (loss) income to noncontrolling interests based on the substantive profit sharing provisions of the applicable operating agreements.
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 (see Note 7). Additionally, other issuances of common shares of the Holding Company or common units of the Operating Company results in changes to the noncontrolling interest percentage as well as the total net assets of the Company. As a result, all equity transactions result in an allocation between equity and the noncontrolling interest in the Company’s consolidated balance sheets and statements of capital to account for the changes in the noncontrolling interest ownership percentage as well as the change in total net assets of the Company.
During the year ended December 31, 2018, the Holding Company increased its ownership interest in the Operating Company as a result of equity transactions related to the Company’s share-based compensation plan and
exchanges of Class A Common Units of the Operating Company for Class A common shares. During the year ended December 31, 2017, the Holding Company’s ownership interest in the Operating Company changed as a result of the Holding Company acquiring Class A Common Units of the Operating Company with the proceeds of the Holding Company’s IPO, the sale of Class A Common Units of the Operating Company in a private placement with Lennar, and equity transactions related to the Company’s share-based compensation plan.
XML 34 R16.htm IDEA: XBRL DOCUMENT v3.19.1
Consolidated Variable Interest Entity
12 Months Ended
Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Consolidated Variable Interest Entity 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 TRA related obligation, which was $169.5 million and $152.5 million at December 31, 2018 and 2017 respectively. The Operating Company has investments in and consolidates the assets and liabilities of the San Francisco Venture, Five Point Communities, LP and FPL, all of which have also been determined to be VIEs.
The San Francisco Venture is a VIE as the limited partners (or functional equivalent) 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 its 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 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 (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 December 31, 2018, the San Francisco Venture had total combined assets of $1,151.4 million, primarily comprised of $1,137.0 million of inventories and $12.3 million in cash and total combined liabilities of $260.8 million including $168.9 million in related party liabilities and $65.1 million in notes payable.
As of December 31, 2017, the San Francisco Venture had total combined assets of $1,074.1 million, primarily comprised of $1,063.9 million of inventories and $8.4 million in cash and total combined liabilities of $269.2 million including $177.4 million in related party liabilities and $65.1 million in notes payable.
Those assets are owned by, and those liabilities are obligations of, the San Francisco Venture, not the Company. The San Francisco Venture is not a guarantor 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 debt. 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 other partners 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 did not guarantee any debt of the San Francisco Venture.
Five Point Communities, LP and FPL are VIEs as in each case the limited partners (or functional equivalent) have disproportionately fewer voting rights and substantially all of the activities of the entities are conducted on behalf of the limited partners and their related parties. The Operating Company, or a wholly owned subsidiary of the Operating Company, is the primary beneficiary of Five Point Communities, LP and FPL.
As of December 31, 2018, Five Point Communities, LP and FPL had combined assets of $745.3 million, primarily comprised of $559.1 million of inventories, $95.9 million of intangibles, $54.3 million in related party assets and $0.1 million in cash, and total combined liabilities of $118.1 million, including $108.6 million in accounts payable and other liabilities and $9.5 million in related party liabilities.
As of December 31, 2017, Five Point Communities, LP and FPL had combined assets of $543.5 million, primarily comprised of $361.9 million of inventories, $127.6 million of intangibles, $3.1 million in related party assets and $12.3 million in cash, and total combined liabilities of $131.0 million, including $117.1 million in accounts payable and other liabilities and $9.1 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 years ended December 31, 2018, 2017 and 2016, respectively, there were no VIEs that were deconsolidated.
XML 35 R17.htm IDEA: XBRL DOCUMENT v3.19.1
Properties and Equipment, Net
12 Months Ended
Dec. 31, 2018
Property, Plant and Equipment [Abstract]  
Properties and Equipment, Net PROPERTIES AND EQUIPMENT, NET
Properties and equipment as of December 31, 2018 and 2017 consisted of the following (in thousands):

 
2018
 
2017
Agriculture operating properties and equipment
$
29,975

 
$
29,689

Other
7,166

 
4,890

Total properties and equipment
37,141

 
34,579

Accumulated depreciation
(5,464
)
 
(4,923
)
Properties and equipment, net
$
31,677

 
$
29,656


Depreciation expense was $0.8 million, $1.1 million and $1.0 million for the years ended December 31, 2018, 2017 and 2016 respectively.
XML 36 R18.htm IDEA: XBRL DOCUMENT v3.19.1
Intangible Asset, Net—Related Party
12 Months Ended
Dec. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Asset, Net—Related Party INTANGIBLE ASSET, NET—RELATED PARTY
In connection with the Company’s acquisition of the Management Company (see Note 4), the Company acquired an intangible asset related to the contract value of the incentive compensation provisions of the Management Company’s development management agreement with the Great Park Venture. The carrying amount and accumulated amortization of the intangible asset as of December 31, 2018 and 2017 were as follows (in thousands):
 
2018
 
2017
Gross carrying amount
$
129,705

 
$
129,705

Accumulated amortization
(33,788
)
 
(2,112
)
Net book value
$
95,917

 
$
127,593



The Company recorded amortization expense of $12.5 million for the year ended December 31, 2018, which is included in the cost of management services in the accompanying consolidated statement of operations. Amortization expense is recognized using a relative value method based on revenue recognition attributable to incentive compensation. No amortization expense was recorded for the year ended December 31, 2017, as the Company did not recognize any economic benefits from incentive compensation. Additionally, in connection with the transition adjustment recorded for the adoption of ASU No. 2014-09 on January 1, 2018, the Company recorded an increase to accumulated amortization of $19.2 million (see Note 2).
XML 37 R19.htm IDEA: XBRL DOCUMENT v3.19.1
Related Party Transactions
12 Months Ended
Dec. 31, 2018
Related Party Transactions [Abstract]  
Related Party Transactions RELATED PARTY TRANSACTIONS
Related party assets and liabilities included in the Company’s consolidated balance sheets as of December 31, 2018 and 2017 consisted of the following (in thousands):

 
2018
 
2017
Assets:
 
 
 
Contract asset (see Note 3)
$
49,834

 
$

Prepaid rent
5,972

 

Other
5,233

 
3,158

 
$
61,039

 
$
3,158

Liabilities:
 
 
 
EB-5 loan reimbursements
$
102,692

 
$
102,692

Contingent consideration—Mall Venture project property
64,870

 
64,870

Deferred land sale revenue

 
9,860

Payable to holders of Management Company’s Class B interests
9,000

 
9,000

Other
1,978

 
248

 
$
178,540

 
$
186,670


Development Management Agreement with the Great Park Venture (Legacy 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 compensation structure in place as per the A&R DMA consists of a base fee and incentive compensation. The base fee consists of a fixed annual fee and a variable fee equal to general and administrative costs incurred by the Management Company on behalf of the Great Park Venture. Incentive compensation is characterized as “Legacy Incentive Compensation” and “Non-Legacy Incentive Compensation.” The Legacy Incentive Compensation consists of the following: (i) $15.2 million, which was received by the Management Company on May 2, 2016; (ii) $43.1 million received by the Management Company on January 3, 2017; and (iii) a maximum of $9.0 million of incentive compensation payments attributed to contingent payments made under a cash flow participation agreement the Great Park Venture is a party to. Generally, the Non-Legacy Incentive Compensation is 9% of distributions made by the Great Park Venture, as defined in the A&R DMA, excluding the distributions to the holders of Legacy Interests of $565.0 million (see Note 5).
Due to the contingencies associated with the portion of the Legacy Incentive Compensation (maximum of $9.0 million) that has not been received and the Non-Legacy Incentive Compensation, no receivable was recognized at the acquisition date for these components and instead an intangible asset at fair value, was recognized at the acquisition date (see Note 4). Adoption of the new revenue guidance on January 1, 2018 (see Note 3) impacted the Company’s recognition of variable Legacy and Non-Legacy Incentive Compensation consideration. Previously, revenue was recognized when contingencies associated with the amount and timing of the consideration were resolved. Under the new guidance, estimates of the amount of variable consideration that the Company expects to be entitled to receive as revenue are recognized over time as management services are provided. Upon transitioning to the new guidance, the Company adjusted its opening balance sheet on January 1, 2018 to reflect a contract asset of $29.4 million representing an estimate of the cumulative amount of consideration the Company expected to be entitled to receive for services provided through the adoption date. At December 31, 2018, a contract asset balance of $47.7 million is included in related party assets on the accompanying consolidated balance sheet attributed to Legacy and Non-Legacy Incentive Compensation.
For the years ended December 31, 2018, 2017 and 2016, the Company recognized revenue from management services of $35.1 million (including incentive compensation), $16.2 million and $13.3 million,
respectively, related to all management fees under the A&R DMA and such revenues are included in management services—related party in the accompanying consolidated statements of operations. At December 31, 2018 and 2017, the Company had a receivable from the Great Park Venture of $3.0 million and $2.9 million, respectively, related to cost reimbursements under the A&R DMA. The receivable amounts are included in other related party assets in the table above. The current term of the A&R DMA ends in December 2021 and provides for term extensions at the mutual agreement of terms and provisions by both the Company and the Great Park Venture.

Purchase of Indirect Legacy Interest in Great Park Venture
In June 2018, the Company purchased an indirect interest in rights to certain Legacy Interests in the Great Park Venture that were held by Emile Haddad. At December 31, 2018, the carrying value of the purchased interests was $1.8 million and is included in other related party assets in the table above.
Five Point Gateway Campus Lease
In August 2017, the Company entered into a 130-month full service gross lease with the Gateway Commercial Venture, and the Company relocated its Orange County, California offices to the newly leased office space at the Five Point Gateway Campus in December 2018. At December 31, 2018, the Company had a prepaid rent balance of $6.0 million.
EB-5 Loan Reimbursements
The San Francisco Venture has entered into reimbursement agreements for which it has agreed to reimburse CPHP or its subsidiaries for a portion of the EB-5 loan liabilities and related interest that were assumed by CPHP or its subsidiaries pursuant to the Separation Agreement. At both December 31, 2018 and 2017, the balance of the payable to CPHP or its subsidiaries was $102.7 million. Interest is paid monthly and totaled $4.2 million for each of the years ended December 31, 2018 and 2017. All of the incurred interest for the years ended December 31, 2018 and 2017 was capitalized into inventories as interest on development and construction costs. The weighted average interest rate as of December 31, 2018 was 4.1%. Principal payments of $39.4 million and $63.3 million are due in 2019 and 2020, respectively.
Contingent Consideration to Class A Members of the San Francisco Venture
Under the terms of the Separation Agreement, the San Francisco Venture retained the obligation under the Mall DAA to subdivide and convey the Retail Project Property to the Mall Venture, and the former owners of the San Francisco Venture retained the rights to 49.9% of the equity ownership in the Mall Venture. The obligation to convey the Retail Project Property to the Mall Venture represents additional consideration as the conveyance of the Retail Project Property provides direct benefit to the former owners (see Note 4).
In early 2019, after discussions between the Company, CPHP and the Macerich Member, the parties determined not to proceed with the Retail Project. As a result of terminating the Retail Project, the obligation of the San Francisco Venture to convey the CP Parking Parcel and the Retail Project Property was terminated, and the San Francisco Venture was also released from certain development obligations. In return, the San Francisco Venture repaid the Macerich Note and accrued interest (see Note 11). Additionally, the San Francisco Venture issued an aggregate of 436,498 of its Class A Units (while the Company concurrently sold 436,498 of the Company’s Class B common shares) to affiliates of Lennar and Castlelake (see Note 13). The San Francisco Venture can now redevelop these parcels for alternative uses.
Payables to Holders of Management Company’s Class B Interests
Holders of the Management Company’s Class B interests are entitled to receive all distributions from the Management Company that are attributable to any Legacy Incentive Compensation received by the Management Company. The Management Company made a $43.1 million payment to the holders of Class B interests of the Management Company in January 2017 in connection with the Management Company’s January 2017 collection of
Legacy Incentive Compensation in the same amount. No payments were made during the year ended December 31, 2018.
Transition Services Agreement
The Operating Company has engaged a subsidiary of Lennar to provide certain services, support, and resources to the Company under a Transition Services Agreement (“TSA”). The TSA was amended on May 1, 2018, which resulted in reduced services that substantially ceased at the end of 2018. For the years ended December 31, 2018, 2017 and 2016, the Company incurred $1.4 million, $1.8 million and $1.0 million, respectively, in costs for office space licensing and transition services. As of December 31, 2018 and 2017, the Company had related party payables of $0.1 million and $0.2 million, respectively, related to the various components of the TSA.

San Francisco Bay Area Development Management Agreements
The Company has entered into development management agreements with affiliates of Lennar and Castlelake in which the Company will provide certain development management services to various real estate development projects located in the San Francisco Bay area. The agreements generally consist of a fixed management fee and in some cases a variable fee equal to general and administrative costs incurred by the Company. In most cases the management agreements terminate upon project development milestones. For the years ended December 31, 2018, 2017 and 2016, the Company recognized revenue from these management services of $4.4 million, $5.8 million and $3.5 million, respectively. Revenues related to management fees under the San Francisco Bay area development management agreements are included in management services—related party in the accompanying consolidated statements of operations.

Gateway Commercial Venture Property Management Agreement
The Company has entered into a property management agreement with Gateway Commercial Venture in which the Company will provide certain property management services to the Five Point Gateway Campus. The agreement consists of a base management fee, calculated as the greater of a determined fixed value or percentage of gross rent, plus additional fees, when applicable, pertaining to management of tenant improvements and securing tenants. For the years ended December 31, 2018 and 2017, the Company recognized revenue from these management services of $1.5 million and $0.5 million, respectively, which is included in management services—related party in the accompanying consolidated statement of operations. At December 31, 2018, the Company had a contract asset balance of $0.2 million related to these management fees from the Gateway Commercial Venture.
Candlestick Point Purchase and Sale Agreements
The San Francisco Venture has entered into purchase and sale agreements with an affiliate of Lennar and Castlelake to sell homesites at Candlestick Point including one agreement for 3.6 acres of land where up to 390 for-sale homesites are planned to be built and one agreement for land that includes additional airspace parcels above the planned Retail Project where multi-family homesites were planned to be built. The Company was required to complete certain conditions prior to the close of escrow of the sale of the airspace parcels above the planned Retail Project, including recording the subdivision of the land and airspace parcels into separate legal parcels. The San Francisco Venture closed escrow on the for-sale homesites in January 2017 resulting in gross proceeds of $91.4 million. At December 31, 2017, the Company had $9.9 million of deferred revenue on this sale related to completion of certain infrastructure improvements. In transitioning to the new revenue recognition guidance (see Note 3), the Company determined that it transferred control of the land in connection with the 2017 land sale and satisfied the performance obligation to the buyer at the time of the sale, as such, the Company recognized $9.9 million in deferred revenues, and the associated inventory relief, directly to capital on January 1, 2018.
In connection with the termination of the Retail Project in early 2019 described above, the purchase and sale agreement for the planned multi-family homesites was terminated.
Entitlement Transfer Agreement
In December 2016, the San Francisco Venture entered into an agreement with an affiliate of Lennar and Castlelake pursuant to which an affiliate of Lennar and Castlelake agreed to transfer to the San Francisco Venture entitlements for the right to construct (1) at least 172 homesites (or, if greater, the number of entitled homesites that are not developed or to be developed by or on behalf of the San Francisco Agency or by residential developers on the land transferred to CPHP) and (2) at least 70,000 square feet of retail space (or, if greater, the amount of entitled retail space that is not developed or to be developed by or on behalf of the San Francisco Agency or by commercial developers on the land transferred to CPHP) for use in the development of other portions of Candlestick Point and The San Francisco Shipyard. The Company successfully received the necessary government approvals to effectuate the transfer of the entitlements in 2018, relinquished its rights to certain variable consideration related to the Candlestick Point purchase and sale agreements, and received the additional entitlements (see Note 3).
XML 38 R20.htm IDEA: XBRL DOCUMENT v3.19.1
Notes Payable, Net
12 Months Ended
Dec. 31, 2018
Debt Disclosure [Abstract]  
Notes Payable, Net NOTES PAYABLE, NET

At December 31, 2018 and 2017, notes payable consisted of the following (in thousands):
 
2018
 
2017
7.875 % Senior Notes due 2025
$
500,000

 
$
500,000

Macerich Note
65,130

 
65,130

Settlement Note

 
5,000

Unamortized debt issuance costs and discount
(8,126
)
 
(9,512
)
 
$
557,004

 
$
560,618


Senior Notes
In November 2017, the Operating Company and Five Point Capital Corp., a directly wholly owned subsidiary of the Operating Company (the “Co-Issuer” and, together with the Operating Company, the “Issuers”), offered, sold and issued $500.0 million aggregate principal amount of 7.875% unsecured senior notes due November 15, 2025 at 100% of par (the “Senior Notes”). Proceeds from the offering, after underwriting fees and offering expenses were $490.7 million. Interest on the notes is payable on May 15 and November 15 of each year. Interest incurred, including amortization of debt issuance costs, on the Senior Notes during the years ended December 31, 2018 and 2017 totaled $39.8 million and $4.6 million, respectively. All interest incurred was capitalized to inventories in both years.
The Senior Notes are redeemable at the option of the Issuers, in whole or in part, at any time, and from time to time, on or after November 15, 2020, at a declining call premium as set forth in the indenture governing the Senior Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. In addition, at any time prior to November 15, 2020, the issuers may redeem some or all of the Senior Notes at a price equal to 100% of the aggregate principal amount of the Senior Notes redeemed, plus a “make-whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. Lastly, prior to November 15, 2020, the Issuers may redeem up to 35% of the aggregate principal amount of the Senior Notes with an amount equal to the net cash proceeds from certain equity offerings, at a redemption price equal to 107.875% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
The Senior Notes are guaranteed jointly and severally, by certain direct and indirect subsidiaries of the Issuers (the “Guarantors”, other than the Co-Issuer), however the Issuers non-guarantor subsidiaries represent substantially all of the operations and total assets of the Issuers. The Senior Notes are senior in right of payment to all of the Issuers’ and Guarantors’ subordinated indebtedness, equal in right of payment with all of the Issuers’ and the Guarantors’ senior indebtedness, without giving effect to collateral arrangements in the case of secured indebtedness, effectively subordinated to any of the Issuers’ and the Guarantors’ secured indebtedness, to the extent of the value of the assets securing such indebtedness, and structurally subordinated to all of the existing and future
liabilities (including trade payables but excluding intercompany liabilities) or preferred equity of each of the Operating Company’s subsidiaries that do not guarantee the Senior Notes (other than the Co-Issuer).
Macerich Note
On November 13, 2014, in connection with entering into the Mall Venture and Mall DAA, a wholly-owned subsidiary of the San Francisco Venture issued a promissory note (the “Macerich Note”) to an affiliate of the Macerich Member in the amount of $65.1 million, bearing interest at 360-day LIBOR plus 2.0% (5.01% at December 31, 2018). It was anticipated that upon completion of certain conditions, including the conveyance of the Retail Project Property to the Mall Venture, the Macerich Member, in several steps, would cause the Macerich Note to be distributed to the Company, resulting in the extinguishment of the Macerich Note. However in early 2019, in connection with the termination of the Retail Project (see Note 10), the Company repaid the Macerich Note, plus paid or caused to be paid outstanding accrued interest of approximately $11.1 million. Offsetting the Company’s payment was a concurrent contribution to the San Francisco Venture of approximately $5.5 million from the members of CPHP (affiliates of Lennar and Castlelake).
Settlement Note
The settlement note represents the settlement of an April 2011 third party dispute related to a prior land acquisition in which the Company issued a $12.5 million non-interest-bearing promissory note. At issuance, the Company recorded a discount on the face value of the promissory note at an imputed interest rate of approximately 12.8%. Amortization expense of this discount is capitalized to the Company’s inventory each period. During the years ended December 31, 2018, 2017 and 2016, the Company capitalized amortization expense of $0.3 million, $0.5 million and $0.7 million, respectively. The Company made its final principal payment on the settlement note of $5.0 million in April 2018.
Revolving Credit Facility
The Company has a revolving credit facility (the “Revolving Credit Facility”), with aggregate commitments to $125.0 million. The Revolving Credit Facility matures on April 18, 2020, 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 the lenders. Borrowings under the Revolving Credit Facility bear interest at LIBOR plus a margin ranging from 1.75% to 2.00% based on the Company’s leverage ratio. As of December 31, 2018, no funds have been drawn on the Revolving Credit Facility, however letters of credit of $1.0 million are issued and outstanding under the Revolving Credit Facility as of December 31, 2018, thus reducing the available capacity by the outstanding letters of credit amount.
XML 39 R21.htm IDEA: XBRL DOCUMENT v3.19.1
Tax Receivable Agreement
12 Months Ended
Dec. 31, 2018
Other Liabilities Disclosure [Abstract]  
Tax Receivable Agreement TAX RECEIVABLE AGREEMENT
Simultaneous with, but separate and apart from the Formation Transactions on May 2, 2016, the Company entered into a TRA with all of the holders of Class A Common Units of the Operating Company and all the holders of Class A Units of the San Francisco Venture (as parties to the TRA, the “TRA Parties”). The TRA provides for payment by the Company to the TRA Parties or their successors of 85% of the amount of cash savings, if any, in income tax the Company realizes as a result of:
(a) Increases in the Company’s tax basis attributable to exchanges of Class A Common Units of the Operating Company for Class A common shares of the Company or cash or certain other taxable acquisitions of equity interests by the Operating Company.
After a 12 month holding period, holders of Class A Common Units of the Operating Company will be able to exchange their units for, at the Company’s option, either 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 cash in an amount equal to the market value of such shares at the time of exchange. The Company expects that basis adjustments resulting from these
transactions, if they occur, are likely to reduce the amount of income tax the Company would otherwise be required to pay in the future.
(b) Allocations that result from the application of the principles of Section 704(c) of the Code.
Section 704(c) of the Code, and the U.S. Treasury regulations promulgated thereunder, require that items of income, gain, loss and deduction that are attributable to the Operating Company’s directly and indirectly held property, including property contributed to the Operating Company pursuant to the Formation Transactions and the property held by the Operating Company prior to the Formation Transactions, must be allocated among the members of the Operating Company to take into account the difference between the fair market value and the adjusted tax basis of such assets on May 2, 2016. As a result, the Operating Company will be required to make certain special allocations of its items of income, gain, loss and deduction that are attributable to such assets. These allocations, like the increases in tax basis described above, are likely to reduce the amount of income tax the Company would otherwise be required to pay in the future.
(c) Tax benefits related to imputed interest or guaranteed payments deemed to be paid or incurred by the Company as a result of the TRA.
At December 31, 2018 and 2017, the Company’s consolidated balance sheets include liabilities of $169.5 million and $152.5 million, respectively, for payments expected to be made under certain components of the TRA which the Company deems to be probable and estimable. Management deems a TRA payment related to the benefits expected to be received by the Company under the application of Section 704(c) of the Code to be probable and estimable when an event occurs that results in the Company measuring the Operating Company’s direct or indirectly held property at fair value in the Company’s consolidated balance sheet or the sale of such property at fair value. Either of these activities are indicators that the difference between the fair market value of the property and the adjusted tax basis has been or will be realized, resulting in special allocations of income, gain, loss or deduction that are likely to reduce the amount of income taxes that the Company would otherwise pay. The Company may record additional TRA liabilities related to properties not currently held at fair value when those properties are recognized or realized at fair value. Furthermore, the Company may record additional liabilities under the TRA if and when TRA Parties exchange Class A Common Units of the Operating Company for the Company’s Class A common shares or other equity transactions that impact the Holding Company’s ownership in the Operating Company. During the year ended December 31, 2017, the Company adjusted its recorded TRA liability as a result of equity transactions during the period, including the IPO and private placement. Changes in the Company’s estimates of the utilization of its deferred tax attributes and tax rates in effect may also result in subsequent changes to the amount of TRA liabilities recorded. At the end of the 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted into law, which reduced the federal corporate tax rate from 35% to 21%. As a result of this reduction, the value of the benefit that the Company will receive from tax attributes and tax items that are the subject of the TRA was reduced and, as a result, the TRA liability was also reduced. During the year ended December 31, 2018, the Company adjusted its recorded TRA liability as a result of several exchanges of Class A Common Units of the Operating Company for the Company’s Class A common shares as well as certain other equity transactions associated with share based compensation. As a result of these changes, the value of the benefit that the Company will receive from tax attributes and tax items that are the subject of the TRA increased and, as a result, the TRA liability was increased.
The term of the TRA will continue until all such tax benefits under the agreement have been utilized or expired, unless the Company exercises its right to terminate the TRA for an amount based on an agreed value of payments remaining to be made under the agreement. No TRA payments were made during the years ended December 31, 2018, 2017 and 2016.
XML 40 R22.htm IDEA: XBRL DOCUMENT v3.19.1
Commitments and Contingencies
12 Months Ended
Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies 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 performance of the Operating Company or its subsidiaries.
Operating Leases
The Company has entered into agreements to lease certain office facilities and equipment under operating leases. The Company also leases portions of its land to third parties for agricultural operations. As of December 31, 2018, minimum lease payments to be made under operating leases with initial terms in excess of one year and minimum lease payments to be received under noncancelable leases are as follows (in thousands):
Years Ending December 31,
 
Rental
Payments
 
Rental 
Receipts
2019
 
$
5,790

 
$
633

2020
 
4,846

 
556

2021
 
5,263

 
193

2022
 
5,420

 
145

2023
 
5,583

 
142

Thereafter
 
13,065

 
925

 
 
$
39,967

 
$
2,594



Rent expense for the years ended December 31, 2018, 2017 and 2016, was $2.7 million, $2.7 million and $1.8 million, respectively.
Newhall Ranch Project Approval Settlement
In September 2017, the Company reached a settlement (the “Newhall Settlement”) with key national and state environmental and Native American organizations that were petitioners (the “Settling Petitioners”) in various legal challenges to Newhall Ranch’s regulatory approvals and permits (see Legal Proceedings below). As of December 31, 2018, the Company has recorded a liability, included in accounts payable and other liabilities in the accompanying consolidated balance sheets, of $36.5 million associated with certain obligations of the settlement. The Holding Company has provided a guaranty to the Settling Petitioners for monetary payments due from the Company as required under the Newhall Settlement. As of December 31, 2018, the remaining estimated maximum potential amount of monetary payments subject to the guaranty was $43.3 million with the final payment due in 2026. The Company did not reach a settlement with two local environmental organizations that have pending challenges to certain approvals for Newhall Ranch (the “Non-Settling Petitioners”).
Water Purchase Agreement
The Company is subject to a water purchase agreement requiring annual payments in exchange for the delivery of water for the Company’s exclusive use. The agreement has an initial 35-year term, which expires in 2039 with an option for a second 35-year term. During the year ended December 31, 2018, the Company made a payment of $1.2 million. The annual minimum payments for years 2019 to 2023 are $1.2 million, $1.3 million, $1.3 million, $1.4 million, and $1.4 million respectively. At December 31, 2018, the aggregate annual minimum payments remaining under the initial term total $36.3 million.
Newhall Ranch Infrastructure Project
In January 2012, the Company entered into an agreement with Los Angeles County, in which the Company will finance up to a maximum of $45.8 million for the construction costs of an interchange project that Los Angeles County is managing. The interchange project is a critical infrastructure project that will benefit Newhall Ranch. As of December 31, 2018, the Company has made aggregate payments of $37.0 million and the interchange project is expected to be completed in 2019. There is also a provision for the Company to pay Los Angeles County interest on defined unreimbursed construction costs incurred prior to the reimbursement payment. Upon the final payment, Los Angeles County will credit the Company, in the form of bridge and thoroughfare construction fee district fee credits, an amount equal to the Company’s actual payments, exclusive of any interest payments. These credits are eligible for application against future bridge and thoroughfare fees the Company may incur. At December 31, 2018 and
2017, the Company had $7.6 million and $5.6 million, respectively, included in accounts payable and other liabilities in the accompanying consolidated balance sheets, representing unreimbursed construction costs payable to Los Angeles County.
Agreement Regarding Mall Venture
On May 2, 2016, the Company entered into an agreement with CPHP pursuant to which, upon completion of the Retail Project, CPHP was to contribute all of its interests in the Mall Venture Member to the Operating Company in exchange for 2,917,827 Class A Common Units of the Operating Company (see Note 4). Additionally, CPHP was to purchase an equal amount of Class B common shares from the Holding Company at a price of $0.00633 per share. If the Company or CPHP failed to achieve certain milestones, including the conveyance to the Mall Venture of the Retail Project Property on or prior to December 31, 2017, subject to certain extensions, Macerich would have the right to terminate the joint venture, require the Company to repay the $65.1 million Macerich Note (see Note 11) and to pay certain termination fees (50% of such termination fees would be funded by CPHP). However, the Company would no longer be obligated to transfer the Retail Project Property to the Retail Project or the CP Parking Parcel to CPHP and instead would be obligated to issue 436,498 Class A Common Units of the Operating Company to CPHP or its designees and CPHP or its designees will purchase an equal amount of Class B common shares from the Holding Company at a price of $0.00633 per share. The Retail Project Property had not been conveyed to the Mall Venture as of December 31, 2017. In early 2019, the Retail Project was terminated (see Note 10) and the Company repaid the Macerich Note, plus termination fees and issued affiliates of Lennar and Castlelake 436,498 Class A Units of the San Francisco Venture that are redeemable for Class A Common Units of the Operating Company and sold an equal number of Class B common shares. The Company can now redevelop these parcels for alternative uses.
Candlestick Point Development Agreement
On May 2, 2016, the Company entered into a development agreement with CPHP whereby among other things, CPHP agreed to be responsible for all design and construction costs associated with the parking structure to be built on the CP Parking Parcel, up to $240.0 million, and the Company agreed to reimburse CPHP for design and construction costs in excess of $240.0 million. In early 2019, the development agreement was terminated by the Company and CPHP concurrent with the termination of the Retail Project (see Note 10).
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 $73.5 million and $79.9 million as of December 31, 2018 and 2017, respectively.
Candlestick Point and San Francisco Shipyard Disposition and Development Agreement
The San Francisco Venture is a party to a disposition and development agreement with the San Francisco Agency in which the San Francisco Agency will convey portions of Candlestick Point and The San Francisco Shipyard owned or acquired by the San Francisco Agency to the San Francisco Venture for development. The San Francisco Venture will 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 Point and The San Francisco Shipyard if certain thresholds are met. As of December 31, 2018 the thresholds have not been met.
At December 31, 2018, the 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 $197.8 million.
Letters of Credit
At December 31, 2018 and December 31, 2017, the Company had outstanding letters of credit totaling $2.4 million and these letters of credit were issued to secure various development and financial obligations. At December 31, 2018 and December 31, 2017, the Company had restricted cash and certificates of deposit of $1.4 million pledged as collateral under certain of the letters of credit agreements.
Legal Proceedings
California Department of Fish and Wildlife Permits
In January 2011, petitioners Center for Biological Diversity, California Native Plant Society, and Wishtoyo Foundation/Ventura Coastkeeper, Santa Clarita Organization for Planning and the Environment (“SCOPE”) and Friends of the Santa Clara River filed a complaint in Los Angeles County Superior Court (“Superior Court”) challenging the validity of certain aspects of the environmental impact report (“EIR”) portion of the EIR/Environmental Impact Statement (“EIR/EIS”) for the Newhall Ranch project. In November 2015, following lower court proceedings, the California Supreme Court (“Supreme Court”) reversed the Court of Appeal’s judgment on three issues raised in the case, namely: (i) the EIR’s greenhouse gas (“GHG”) emissions significance findings, (ii) the EIR’s mitigation measures for a protected fish species (“Stickleback”), and (iii) the timeliness of public comments on impacts to cultural resources and another sensitive fish species; and remanded to the Court of Appeal for reconsideration and new decision. In July 2016, after the remand, the Court of Appeal issued a new decision in favor of California Department of Fish and Wildlife (“CDFW”) and the Company as to the public comment issues. After further proceedings, the Court of Appeal remitted the case to the trial court, and that court issued the judgment and writ of mandate proposed by the CDFW as to the GHG and Stickleback issues. In February 2017, petitioners filed a notice of appeal challenging the scope of the trial court’s judgment and writ. In the interim, and in response to the Supreme Court’s decision, CDFW conducted additional analysis on the GHG and Stickleback issues and, in June 2017, reapproved the EIR and Newhall Ranch project. Thereafter, the Court of Appeal issued an opinion affirming the scope of the trial court’s judgment and writ in favor of CDFW and the Company.
In September 2017, petitioners Center for Biological Diversity, California Native Plant Society, and Wishtoyo Foundation/Ventura Coastkeeper (collectively, “Settling Petitioners”) settled all of their respective claims in the case, leaving only two petitioners, SCOPE and Friends of the Santa Clara River (collectively, “Non-Settling Petitioners”). In October 2017, the two Non-Settling Petitioners objected to CDFW’s June 2017 reapproval of the Newhall Ranch EIR and project. In March 2018, the Supreme Court denied the Non-Settling Petitioners’ petition for review. In July 2018, the trial court entered its judgment at CDFW’s request discharging the trial court’s earlier writ, finding that CDFW has complied with it. The time for an appeal of the judgment expired in September 2018 without an appeal being filed.
Landmark Village and Mission Village
The Los Angeles County Board of Supervisors (“BOS”) approved the Newhall Ranch Landmark Village and Mission Village EIRs and permits in late 2011 and 2012. In 2012, petitioners filed two petitions (one for each village development) in the Superior Court challenging such approvals under certain state environmental and planning and zoning laws. In 2014, the Superior Court issued decisions in favor of Los Angeles County (the “County”) and the Company, and in 2015, the Court of Appeal affirmed the Superior Court’s decisions in full. Petitioners then filed a petition for review, and in 2015, the Supreme Court granted petitioners’ request to review the County’s GHG analysis, but ordered that further proceedings in the two actions be deferred pending disposition of the related GHG issue in the CDFW action noted above.
After the Supreme Court decision invalidating the GHG findings in the related CDFW action, in 2016, the Court of Appeal issued new decisions reversing the trial court judgments to the sole extent that the County’s EIRs did not support its GHG significance impact finding. The matters were remitted to the trial court and that court issued the judgment and writ requested by the County. In May 2017, petitioners filed a notice of appeal challenging the scope of the trial court’s judgment and writ.
In September 2017, the County advised the trial court it had taken the actions required to fully comply with the writs, and requested that the Superior Court discharge the writs. As explained in further detail below, the two
Non-Settling Petitioners filed a new action challenging the County’s certification of the additional environmental analyses and approval of the Landmark Village and Mission Village projects and related permits.
As with the CDFW action above, in September 2017, the Settling Petitioners settled all of their respective claims in the Landmark Village and Mission Village cases with the Company, leaving only the two Non-Settling Petitioners.
In October 2017, the two Non-Settling Petitioners objected to the County’s return to the writs, raising the same issues as to the scope of the trial court’s writ as they raised in the related CDFW action. As requested by the County and the Company, the trial court deferred its ruling on the Non-Settling Petitioners’ objections until the Court of Appeal’s opinion in the related CDFW action had been finalized and that court issued an opinion resolving the Landmark Village and Mission Village appeals as to the scope of the writs. As discussed above, in March 2018, the Supreme Court denied the Non-Settling Petitioners’ petition to review the Court of Appeal’s decision in the CDFW action. Thereafter, in May 2018, the Court of Appeal issued its combined decision in favor of the County and the Company on the Landmark Village and Mission Village appeals as to the scope of the writs. Based on the County’s compliance with the writ directives, the trial court issued signed orders discharging the writs in August 2018. The time for an appeal of the judgment expired in October 2018 without an appeal being filed.
Landmark Village/Mission Village
During the pendency of the above-referenced litigation involving the approval of the original EIRs and related permits for the Landmark Village and Mission Village projects, in July 2017, the BOS certified the final additional environmental analyses required as a result of the Supreme Court’s decision regarding the original GHG analysis and reapproved the Landmark Village and Mission Village projects and related permits. In August 2017, the two Non-Settling Petitioners filed a new petition for writ of mandate in the Superior Court. The petition challenges the County’s July 2017 approvals of the Mission Village and Landmark Village environmental analyses and the two projects based on claims arising under CEQA and the California Water Code. The Court held a hearing on the merits of the petition in September 2018. In December 2018, the Superior Court issued its written decision denying the Non-Settling Petitioners’ petition for writ of mandate. Thereafter, in January 2019, the Superior Court entered judgment on the petition for writ of mandate in favor of the County and the Company.
Other Permits
In August 2011, the U.S. Army Corps of Engineers (the “Corps”) approved the EIS portion of the joint EIR/EIS and issued its provisional Section 404 Clean Water Act authorization (the “Section 404 Permit”) for the Newhall Ranch project. In September 2012, the Los Angeles Regional Water Quality Control Board (the “Regional Board”) unanimously adopted final Section 401 conditions and certified the Section 404 Permit. In October 2012, petitioners Center for Biological Diversity and Wishtoyo Foundation/Ventura Coastkeeper filed a petition for review and reconsideration of the Regional Board’s actions to the State Water Resources Control Board (“State Board”); however, that petition was withdrawn in September 2017 as part of the settlement referenced above in this action and the CDFW, Landmark Village, and Mission Village actions. In October 2012, after consulting with the U.S. Environmental Protection Agency (the “USEPA”), the Corps issued the final Section 404 Permit.
In July 2014, plaintiffs, the Settling Petitioners and the Non-Settling Petitioners, filed a complaint against the Corps and the USEPA in the U.S. District Court, Central District of California (Los Angeles) (“U.S. District Court”). The complaint alleged that those two federal agencies violated various environmental and historic preservation laws in connection with the Section 404 Permit and requested, among other things, that the U.S. District Court vacate the federal agencies’ approvals and prohibit construction activities pending compliance with federal law. The Company was granted intervenor status by the U.S. District Court in light of its interests as the landowner and holder of the Section 404 Permit. In June 2015, the U.S. District Court issued a favorable order granting the Corps’ and the Company’s motions for summary judgment and denying plaintiffs’ summary judgment motion. In September 2015, plaintiffs filed a notice of appeal with the U.S. Court of Appeals for the Ninth Circuit (“Ninth Circuit”). The Ninth Circuit briefing is completed and oral argument occurred in February 2017.
Consistent with the terms of the settlement in this action and the CDFW, Landmark Village, and Mission Village actions, the Settling Petitioners moved to dismiss their claims on appeal and withdraw from the U.S. District Court litigation. In October 2017, the Ninth Circuit granted the motion to dismiss the appeal and the claims with
prejudice as to the Settling Petitioners. The Ninth Circuit then ordered supplemental briefs to explain the impact of the dismissal, if any, on the remaining claims. The Corps and the Company, on the one hand, and the two Non-Settling Petitioners, on the other hand, filed supplemental briefs pursuant to the Court’s order. In April 2018, the Ninth Circuit issued its opinion affirming the U.S. District Court’s summary judgment in favor of the Corps and the Company as intervenor. The Ninth Circuit opinion became final and non-appealable in July 2018.
Hunters Point Litigation

In May 2018, residents of the Bayview Hunters Point neighborhood filed a putative class action in San Francisco Superior Court naming Tetra Tech, 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 plaintiffs allege that, among other things, Tetra Tech fraudulently misrepresented its test results and remediation efforts. The plaintiffs are seeking damages against Tetra Tech and have requested an injunction to prevent the Company and Lennar from undertaking any development activities at The San Francisco Shipyard.
In June 2018, two construction workers who allegedly engaged in development activities at The San Francisco Shipyard filed a lawsuit in San Francisco Superior Court naming Tetra Tech, Lennar and the Company, among others, as defendants. The plaintiffs allege personal injuries resulting from exposure to contamination at The San Francisco Shipyard and are seeking damages relating to such alleged injuries. In March 2019, the plaintiffs dismissed the Company from the lawsuit.
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, the Company and the Company’s CEO, among others, as defendants. 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. The Company believes that it has meritorious defenses to the allegations in all of these cases and may have insurance and indemnification rights against third parties, including related parties, with respect to these claims. Given the preliminary nature of these claims, the Company cannot predict the outcome of these matters.
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 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 consolidated financial statements.
XML 41 R23.htm IDEA: XBRL DOCUMENT v3.19.1
Supplemental Cash Flow Information
12 Months Ended
Dec. 31, 2018
Supplemental Cash Flow Elements [Abstract]  
Supplemental Cash Flow Information SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental cash flow information for the years ended December 31, 2018, 2017 and 2016 is as follows (in thousands):
 
2018
 
2017
 
2016
SUPPLEMENTAL CASH FLOW INFORMATION:
 
 
 
 
 
Cash paid for interest, all of which was capitalized to inventories
$
43,892

 
$
4,211

 
$
2,807

 
 
 
 
 
 
NONCASH INVESTING AND FINANCING ACTIVITIES:
 
 
 
 
 
Liabilities assumed by buyer in connection with sale of golf course operating property
$
7,795

 
$

 
$

Class A common shares issued for redemption of noncontrolling interests
$
30,088

 
$

 
$

Contingent consideration related to acquisition of the San Francisco Venture (see Note 4)
$

 
$

 
$
64,870

Accrued deferred equity and debt offering costs
$

 
$

 
$
1,038

Capital issued in acquisition of interest in the Management Company (see Note 4)
$

 
$

 
$
173,488

Capital issued in acquisition of interest in the San Francisco Venture (see Note 4)
$

 
$

 
$
8,939

Capital issued in acquisition of interest in the Great Park Venture
$

 
$

 
$
419,088

Capital issued in purchase of rights to 12.5% of Non-Legacy Incentive Compensation from FPC-HF Venture I (see Note 4)
$

 
$

 
$
14,110

Recognition of TRA liability
$
18,963

 
$
56,216

 
$
201,845



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 consolidated statements of cash flows for the years ended December 31, 2018, 2017 and 2016 is as follows (in thousands):
 
2018
 
2017
 
2016
Cash and cash equivalents
$
495,694

 
$
848,478

 
$
62,304

Restricted cash and certificates of deposit
1,403

 
1,467

 
2,343

Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows
$
497,097

 
$
849,945

 
$
64,647


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.
XML 42 R24.htm IDEA: XBRL DOCUMENT v3.19.1
Segment Reporting
12 Months Ended
Dec. 31, 2018
Segment Reporting [Abstract]  
Segment Reporting SEGMENT REPORTING
As of and for the year ended December 31, 2018, the Company’s reportable segments consist of:
• Newhall—includes the community of Newhall Ranch planned for development in northern Los Angeles County, California. The Newhall segment derives revenues from the sale of residential and commercial land sites to homebuilders, commercial developers and commercial buyers in addition to ancillary operations of operating properties.
• San Francisco—includes the Candlestick Point 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 in addition to management services provided to affiliates of a related party.
• Great Park—includes 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 December 31, 2018, the Company had a 37.5% Percentage Interest in the Great Park Venture and accounts for the investment under the equity method. The reported segment information for the Great Park segment includes the results of 100% of the Great Park Venture at the historical basis of the venture, which did not apply push down accounting in the Formation Transactions. The Great Park segment derives revenues from the sale of residential and commercial land sites to homebuilders, commercial developers and commercial buyers in addition to management services provided by the Company to the Great Park Venture.
• Commercial—includes Five Point Gateway Campus, an office and research and development campus within the Great Park Neighborhoods, consisting of four newly constructed buildings. Two of the four buildings are leased to one tenant under a 20-year triple net lease which commenced in August 2017. The Company and a subsidiary of Lennar have entered into separate 130-month full service gross leases to occupy a portion of the other two buildings. This segment also includes property management service provided by the Management Company to the Gateway Commercial Venture, the entity that owns the Five Point Gateway Campus. As of December 31, 2018, the Company had a 75% interest in the Gateway Commercial Venture and accounts 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.

 Segment operating results and reconciliations to the Company’s consolidated balances are as follows:
 
For the year ended December 31, 2018
 
(in thousands)
 
Newhall
 
San Francisco
 
Great Park
 
Commercial
 
Total reportable segments
 
Removal of Great Park Venture (1)
 
Removal of Gateway Commercial Venture (1)
 
Add investment in Great Park Venture
 
Add investment in Gateway Commercial Venture
 
Other eliminations (2)
 
Corporate and unallocated (3)
 
Total Consolidated
Revenues
$
6,401

 
$
6,010

 
$
210,779

 
$
28,069

 
$
251,259

 
$
(175,689
)
 
$
(26,580
)
 
$

 
$

 
$

 
$

 
$
48,990

Depreciation and amortization
271

 
287

 
12,456

 
11,730

 
24,744

 

 
(11,730
)
 

 

 

 
210

 
13,224

Interest income
1

 

 
2,815

 

 
2,816

 
(2,815
)
 

 

 

 

 
11,766

 
11,767

Interest expense

 

 

 
11,563

 
11,563

 

 
(11,563
)
 

 

 

 

 

Segment profit (loss)/net profit (loss)
(6,802
)
 
(18,060
)
 
15,211

 
(187
)
 
(9,838
)
 
(3,068
)
 
1,676

 
(906
)
 
(1,257
)
 

 
(54,552
)
 
(67,945
)
Other significant items:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Segment assets
596,222

 
1,151,372

 
1,303,362

 
479,662

 
3,530,618

 
(1,154,216
)
 
(478,956
)
 
425,653

 
107,246

 
(730
)
 
494,277

 
2,923,892

Inventory assets and real estate related assets, net
559,126

 
1,136,958

 
1,059,717

 
464,123

 
3,219,924

 
(1,059,717
)
 
(464,123
)
 

 

 

 

 
1,696,084

Expenditures for long-lived assets (4)
198,008

 
73,177

 
109,292

 
27,030

 
407,507

 
(109,292
)
 
(27,030
)
 

 

 

 
2,354

 
273,539

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the year ended December 31, 2017
 
(in thousands)
 
Newhall
 
San Francisco
 
Great Park
 
Commercial
 
Total reportable segments
 
Removal of Great Park Venture (1)
 
Removal of Gateway Commercial Venture (1)
 
Add investment in Great Park Venture
 
Add investment in Gateway Commercial Venture
 
Other eliminations (2)
 
Corporate and unallocated (3)
 
Total Consolidated
Revenues
$
31,568

 
$
91,187

 
$
497,173

 
$
9,682

 
$
629,610

 
$
(480,934
)
 
$
(9,245
)
 
$

 
$

 
$

 
$

 
$
139,431

Depreciation and amortization
553

 
316

 

 
4,504

 
5,373

 

 
(4,504
)
 

 

 

 
185

 
1,054

Interest income
3

 

 
2,226

 

 
2,229

 
(2,226
)
 

 

 

 

 
2,574

 
2,577

Interest expense

 

 

 
3,628

 
3,628

 

 
(3,628
)
 

 

 

 

 

Segment profit (loss)/net profit (loss)
(12,358
)
 
(19,268
)
 
42,219

 
458

 
11,051

 
(36,061
)
 
(21
)
 
5,760

 
16

 

 
43,451

 
24,196

Other significant items:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Segment assets
444,407

 
1,123,266

 
1,578,142

 
456,292

 
3,602,107

 
(1,447,604
)
 
(456,006
)
 
423,492

 
106,516

 
(80,890
)
 
830,740

 
2,978,355

Inventory assets
361,943

 
1,063,949

 
1,089,513

 
448,795

 
2,964,200

 
(1,089,513
)
 
(448,795
)
 

 

 

 

 
1,425,892

Expenditures for long-lived assets (4)
84,024

 
62,188

 
311,932

 
446,072

 
904,216

 
(311,932
)
 
(446,072
)
 

 

 

 
1

 
146,213

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the year ended December 31, 2016
 
(in thousands)
 
Newhall
 
San Francisco
 
Great Park
 
Commercial
 
Total reportable segments
 
Removal of Great Park Venture (1)
 
Removal of Gateway Commercial Venture (1)
 
Add investment in Great Park Venture
 
Add investment in Gateway Commercial Venture
 
Other eliminations (2)
 
Corporate and unallocated (3)
 
Total Consolidated
Revenues
$
22,044

 
$
3,999

 
$
35,830

 
$

 
$
61,873

 
$
(22,505
)
 
$

 
$

 
$

 
$

 
$

 
$
39,368

Depreciation and amortization
492

 
195

 
2,113

 

 
2,800

 

 

 

 

 

 
58

 
2,858

Interest income
91

 

 
11,723

 

 
11,814

 
(11,723
)
 

 

 

 

 
77

 
168

Segment loss/net loss
(22,703
)
 
(14,204
)
 
(67,668
)
 

 
(104,575
)
 
71,980

 

 
(1,356
)
 

 

 
(62,666
)
 
(96,617
)
Other significant items:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Segment assets
416,445

 
1,134,196

 
1,669,679

 

 
3,220,320

 
(1,496,102
)
 

 
417,732

 

 
(69,462
)
 
42,094

 
2,114,582

Inventory assets
280,377

 
1,080,074

 
1,115,818

 

 
2,476,269

 
(1,115,818
)
 

 

 

 

 

 
1,360,451

Expenditures for long-lived assets (4)
21,686

 
42,113

 
123,008

 

 
186,807

 
(123,008
)
 

 

 

 

 
461

 
64,260


(1) Represents the removal of the Great Park Venture’s and Gateway Commercial Venture’s operating results and balances that are included in the Great Park segment and Commercial segment operating results and balances, respectively, but are not included in the Company’s consolidated results and balances.
(2) Represents intersegment balances that eliminate in consolidation.
(3) Corporate and unallocated activity is primarily comprised of corporate general, and administrative expenses and income taxes. Corporate and unallocated assets consist of cash, marketable securities, receivables, prepaids, and deferred equity offering and financing costs.
(4) Expenditures for long-lived inventory assets are net of cost reimbursements and include noncash project accruals and capitalized interest.

Lennar and several of its affiliates represented one of the Company’s major customers for the years ended December 31, 2017 and 2016, and accounted for approximately $93.4 million or 67% and $6.0 million or 15%, respectively, of total consolidated revenues. These revenues represented land sales and management services revenues, and were reported in the Newhall and San Francisco segments. The Great Park Venture represented another of the Company’s major customers for the years ended December 31, 2018, 2017 and 2016, and accounted for approximately $35.1 million or 72%, $16.2 million or 12%, and $13.3 million or 34%, respectively, of total consolidated revenues. These revenues represented management services revenues and were reported in the Great Park segment.
XML 43 R25.htm IDEA: XBRL DOCUMENT v3.19.1
Share-Based Compensation
12 Months Ended
Dec. 31, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Share-Based Compensation SHARE-BASED COMPENSATION

The Company may grant equity incentive awards to employees, consultants and non-employee directors under the Five Point Holdings, LLC 2016 Incentive Award Plan (the “Incentive Award Plan”). The Incentive Award Plan provides for the grant of share options, restricted shares, restricted share units, performance awards (which include, but are not limited to, cash bonuses), distribution equivalent awards, deferred share awards, share payment awards, share appreciation rights, other incentive awards (which include, but are not limited to, LTIP Unit awards (as defined in the Incentive Award Plan) and performance share awards. The Incentive Award Plan authorized the issuance of up to 8,500,822 Class A common shares of the Holding Company. As of December 31, 2018, there were 4,077,493 remaining Class A common shares available for future issuance under the Incentive Award Plan.
Under the Incentive Award Plan, the Company has granted restricted share units (“RSUs”) and restricted share awards either fully vested or with service conditions. Awards with a service condition generally vest over a three-year period or in the case of non-employee directors over one year. Restricted share awards entitle the holders to non-forfeitable distributions and to vote the underlying Class A common share during the restricted period.
The Company estimates the fair value of restricted share awards with a service condition based on the closing market price of the Company’s Class A common shares on the award’s grant date. Prior to the Company’s IPO, the Company measured the fair value of RSUs and restricted share awards based on the estimated fair value of the Company’s underlying Class A common shares determined using a discounted cash flow analysis. The inputs utilized in the Company’s estimate were selected by the Company based on information available to the Company, including relevant information obtained after the measurement date, as to the assumptions that market participants would make at the measurement date.
During the years ended December 31, 2018, 2017 and 2016, the Company reacquired vested RSUs and restricted share awards from employees for $5.1 million, $6.5 million and $0.4 million, respectively, for the purpose of settling tax withholding obligations. 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.
The following table summarizes share-based equity compensation activity for the years ended December 31, 2018, 2017 and 2016:
 
Share-Based Awards
(in thousands)
 
Weighted-
Average Grant
Date Fair Value
Nonvested at January 1, 2016

 
$

Granted
2,350

 
$
19.81

Vested
(1,045
)
 
$
19.62

Nonvested at December 31, 2016
1,305

 
$
20.00

Granted
453

 
$
15.52

Vested
(673
)
 
$
19.26

Nonvested at December 31, 2017
1,085

 
$
18.57

Granted
1,724

 
$
14.81

Forfeited
(105
)
 
$
14.83

Vested
(811
)
 
$
18.76

Nonvested at December 31, 2018
1,893

 
$
15.27



Share-based compensation expense was $11.4 million, $18.5 million and $27.7 million for the years ended December 31, 2018, 2017 and 2016, respectively. Share-based compensation expense is included in selling, general, and administrative expenses in the accompanying consolidated statements of operations. Approximately $18.2 million of total unrecognized compensation cost related to non-vested awards is expected to be recognized over a weighted–average period of 1.9 years from December 31, 2018. The estimated fair value at vesting of share-based awards that vested during the years ended December 31, 2018, 2017 and 2016 was $11.8 million, $10.5 million, and $20.5 million respectively.

In January 2019, the Company granted 2.3 million equity incentive awards to employees and non-employee directors. The awards were comprised of restricted share awards with a service condition and restricted share awards or RSU awards with a market condition contingent on the Company’s Class A common shares satisfying certain price targets.
XML 44 R26.htm IDEA: XBRL DOCUMENT v3.19.1
Employee Benefit Plans
12 Months Ended
Dec. 31, 2018
Retirement Benefits [Abstract]  
Employee Benefit Plans EMPLOYEE BENEFIT PLANS
Retirement Plan—The Newhall Land and Farming Company Retirement Plan (the “Retirement Plan”) is a defined benefit plan that is funded by the Company and qualified under the Employee Retirement Income Security Act. The Retirement Plan was frozen in 2004.
The Retirement Plan’s funded status and amounts recognized in the Company’s consolidated financial statements for the Retirement Plan as of and for the years ended December 31, 2018 and 2017 are as follows (in thousands):
 
2018
 
2017
Change in benefit obligation:
 
 
 
Projected benefit obligation—beginning of year
$
21,622

 
$
20,919

Interest cost
749

 
818

Benefits paid
(984
)
 
(929
)
Actuarial (gain) loss
(1,063
)
 
814

Projected benefit obligation—end of year
$
20,324

 
$
21,622

Change in plan assets:
 

 
 

Fair value of plan assets—beginning of year
$
18,829

 
$
16,778

Actual (loss) gain on plan assets
(1,168
)
 
2,450

Employer contributions
218

 
530

Benefits paid
(984
)
 
(929
)
Fair value of plan assets—end of year
$
16,895

 
$
18,829

Funded status
$
(3,429
)
 
$
(2,793
)
Amounts recognized in the consolidated balance sheet—liability
$
3,429

 
$
2,793

Amounts recognized in accumulated other comprehensive loss—net actuarial loss
$
(5,428
)
 
$
(4,266
)

The accumulated benefit obligation for the Retirement Plan was $20.3 million and $21.6 million at December 31, 2018 and 2017, respectively.
 
The components of net periodic benefit and other amounts recognized in accumulated other comprehensive loss as of December 31, 2018, 2017 and 2016, are as follows (in thousands):
 
 
2018
 
2017
 
2016
Net periodic benefit:
 
 
 
 
 
Interest cost
$
749

 
$
818

 
$
859

Expected return on plan assets
(1,146
)
 
(1,024
)
 
(1,007
)
Amortization of net actuarial loss
90

 
113

 
91

Net periodic benefit
(307
)
 
(93
)
 
(57
)
Adjustment to accumulated other comprehensive loss:
 

 
 

 
 

Net actuarial loss (gain)
1,252

 
(611
)
 
332

Amortization of net actuarial loss
(90
)
 
(113
)
 
(91
)
Total adjustment to accumulated other comprehensive loss
1,162

 
(724
)
 
241

Total recognized in net periodic benefit and accumulated other comprehensive loss
$
855

 
$
(817
)
 
$
184


The weighted-average assumptions used to determine benefit obligations as of December 31, 2018 and 2017 were as follows:
 
2018
 
2017
Discount rate
4.20%
 
3.55%
Rate of compensation increase
N/A
 
N/A
The weighted-average assumptions used to determine net periodic expense for the years ended December 31, 2018, 2017 and 2016, were as follows:
 
 
2018
 
2017
 
2016
Discount rate
3.55%
 
4.10%
 
4.35%
Rate of compensation increase
N/A
 
N/A
 
N/A
Expected long-term return on plan assets
6.23%
 
6.33%
 
6.32%

To develop the long-term rate of return on assets assumption, the Company considered the current level of expected return on risk-free investments (primarily U.S. government bonds), the historical level of the risk premium associated with the other asset classes in which the portfolio is invested, and the expectations for future returns of each asset class.
Plan Assets—The Company’s investment policy and strategy for the Retirement Plan is to ensure the appropriate level of diversification and risk. The asset allocation targets were approximately 55% in equity investments (Standard & Poor’s Large Cap Index Funds, Small Cap Equity, Mid Cap Equity, and International Equity) and approximately 45% in fixed-income investments (U.S. bond funds and domestic fixed income). In accordance with the policy, the Retirement Plan assets are monitored and the investments rebalanced quarterly if there was more than 5% deviation from target allocation for the Retirement Plan. The Retirement Plan’s assets consist of pooled or collective investment funds that have more than one investor. The Retirement Plan estimates the fair value of its interest in such funds at a net asset value (“NAV”) per unit reported by the trustee. The NAV per unit is the result of accumulated values of the underlying investments held by the fund, which are valued daily. NAV is utilized by the Company as a practical expedient as of the consolidated balance sheet date. No adjustments were made to the NAV of the funds. The Retirement Plan’s assets may be redeemed at the NAV per unit with no restrictions.
 
The Retirement Plan’s assets at fair value as of December 31, 2018 and 2017, are as follows (in thousands):
 
Asset Category
2018
 
2017
Pooled and/or collective funds:
 

 
 

Equity funds:
 
 
 
Large cap
$
5,777

 
$
6,068

Mid cap
1,101

 
1,197

Small cap
1,579

 
1,777

International
1,654

 
2,060

Fixed-income funds—U.S. bonds and short term
6,784

 
7,727

Total
$
16,895

 
$
18,829


The Company’s funding policy is to contribute amounts sufficient to meet minimum requirements but not more than the maximum tax-deductible amount. The Company does not expect to have a minimum required contribution in 2019 and expects future benefit payments to be paid as follows (in thousands):    
 
2019
1,008

2020
2,211

2021
999

2022
1,563

2023
1,433

2024-2028
10,223

 
$
17,437



Employee Savings Plan—The Company has an employee savings plan under Section 401(k) of the Internal Revenue Code, which is available to all eligible associates. Certain associate contributions may be supplemented by the Company. The Company’s contributions were $0.6 million, $0.7 million and $0.2 million for the years ended December 31, 2018, 2017 and 2016, respectively.
XML 45 R27.htm IDEA: XBRL DOCUMENT v3.19.1
Income Taxes
12 Months Ended
Dec. 31, 2018
Income Tax Disclosure [Abstract]  
Income Taxes INCOME TAXES
The Company accounts for income taxes in accordance with ASC 740, which requires an asset and liability approach for measuring deferred taxes based on temporary differences between the financial statements and tax bases of assets and liabilities existing at each balance sheet date using enacted tax rates for the years in which taxes are expected to be paid or recovered.
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.
The (expense) benefit for income taxes for the years ended December 31, 2018, 2017 and 2016 was as follows (in thousands):

 
2018
 
2017
 
2016
Deferred income tax (expense) benefit:
 
 
 
 
 
Federal
$
5,066

 
$
(28,643
)
 
$
13,021

State
2,340

 
(6,501
)
 
3,826

Total deferred income tax benefit (expense)
7,406

 
(35,144
)
 
16,847

(Increase) decrease in valuation allowance
(16,585
)
 
35,146

 
(8,901
)
Expiration of unused loss carryforwards
(4
)
 
(2
)
 
(58
)
(Expense) benefit for income taxes
$
(9,183
)
 
$

 
$
7,888



Limitations on the utilization of net operating losses included in the Tax Act caused us to increase our valuation allowance giving rise to a $9.2 million federal tax provision and no state income tax provision for the year ended December 31, 2018. Due to the Holding Company generating federal and state tax losses, the Holding Company had no current federal or state income tax provision for the years ended December 31, 2017 and 2016.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The tax effects of significant temporary differences are as follows (in thousands):
 
 
2018
 
2017
Deferred tax assets
 
 
 
Net operating loss carryforward
$
102,026

 
$
91,742

Tax receivable agreement
47,435

 
42,668

Other
1,382

 
1,043

Valuation allowance
(23,207
)
 
(7,891
)
Total deferred tax assets
127,636

 
127,562

Deferred tax liabilities-investments in subsidiaries
(136,819
)
 
(127,562
)
Deferred tax liability, net
$
(9,183
)
 
$



A reduction of the carrying amounts of deferred tax assets by a valuation allowance is required, if based on the available evidence; it is more likely than not that such assets will not be realized. In the continual assessment of the requirement for a valuation allowance, appropriate consideration is given to all positive and negative evidence related to the realization of the deferred tax assets. This assessment considers, among other matters, the nature, frequency, and severity of current and cumulative losses; forecasts of future profitability; the duration of statutory carryforward periods; the Holding Company’s experience with loss carryforwards not expiring unused; and tax-planning alternatives. The amount of the valuation allowance recorded against the deferred tax asset could be adjusted if there are changes to the positive and negative factors discussed above.

At December 31, 2016, the Holding Company had a valuation allowance against its deferred tax assets. During the year ended December 31, 2017, the valuation allowance decreased by $29.8 million and $5.3 million as a result of operating income and a decrease in deferred taxes attributable to federal tax rate reductions enacted as part of the Tax Act, respectively. Also during 2017, the valuation allowance increased by $27.3 million as a result of deferred taxes established through adjustments to contributed capital principally associated with increases in the payable pursuant to the tax receivable agreement. The net decrease in the valuation allowance for the year ended December 31, 2017 was $7.8 million.
During the year ended December 31, 2018, the valuation allowance increased by $16.6 million as a result of operating losses. Also during 2018, the valuation allowance decreased by $1.3 million as a result of deferred taxes established through adjustments to contributed capital principally associated with increases in the payable pursuant to the tax receivable agreement. The net increase in the valuation allowance for the year ended December 31, 2018 was $15.3 million.
With the enactment of the Tax Act, the corporate federal income tax rate dropped from 35% to a flat 21% rate effective January 1, 2018. The SEC staff issued the Staff Accounting Bulletin 118 (“SAB 118”), which provides guidance on accounting for the tax effects of the Tax Act and provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act.
We applied the guidance in SAB 118 when accounting for the enactment-date effects of the Tax Act in 2017 and throughout 2018. As of December 31, 2017, we had completed the majority of our accounting for the tax effects of the Tax Act. As a result of the rate change, the Company was required to revalue its deferred tax asset at December 31, 2017 and recorded a provisional adjustment to reduce its value by $5.3 million, which is included in
the tax provision for 2017. Due to the Company’s valuation allowance, the $5.3 million was offset with a valuation allowance. As of December 31, 2018, we have now completed our accounting for all of the enactment-date income tax effects of the Tax Act. As part of our final analysis of the Tax Act, we recognized an adjustment of $9.2 million to the provisional amounts recorded at December 31, 2017 and included this adjustment as a component of income tax expense from continuing operations. The change relates to adjustments to the Company’s valuation allowance as a result of the limitation for post-2017 net operating losses to offset only 80% of tax income. The change to the net operating loss utilization limitation requires additional valuation allowance to account for the limitation.

At December 31, 2018, the Holding Company had federal tax effected net operating loss (“NOL”) carryforwards totaling $78.4 million, and state tax effected NOL carryforwards, net of federal income tax benefit, totaling $23.6 million. Federal NOLs incurred prior to 2018 and California NOLs may be carried forward up to 20 years to offset future taxable income and begin to expire in 2029. Federal NOLs incurred in 2018 and forward do not expire.
The Internal Revenue Code generally limits the availability of NOLs if an ownership change occurs within any three-year period under Section 382. If the Holding Company were to experience an ownership change of more than 50%, the use of all NOLs (and potentially other built-in losses) would generally be subject to a limitation equal to the value of the Holding Company’s equity before the ownership change, multiplied by the long-term tax-exempt rate. The Holding Company estimates that after giving effect to various transactions by members who hold a 5% or greater interest in the Holding Company, it has not experienced an ownership change as computed in accordance with Section 382. In the event of an ownership change, the Holding Company’s use of the NOLs may be limited and not fully available for realization.

With regard to the TRA (see Note 12), the Holding Company has established a liability for the payments considered probable and estimable that would be required under the TRA based upon, among other things, the book value of its assets. This liability is not currently recognized for tax purposes and will give rise to tax deductions as payments are made. Accordingly, a deferred tax asset has been reflected for the net effect of this temporary difference.

A reconciliation of the statutory rate and the effective tax rate for 2018, 2017 and 2016 is as follows:

 
2018
 
2017
 
2016
Statutory rate
21.00
 %
 
35.00
 %
 
35.00
 %
State income taxes-net of federal income tax benefit
6.98

 
5.75

 
5.75

Statutory federal tax rate change

 
21.30

 

Noncontrolling interests
(15.83
)
 
82.58

 
(24.63
)
Other
0.06

 
0.67

 

Valuation allowance related to the Tax Act
(15.63
)
 

 

Deferred tax asset valuation allowance
(12.20
)
 
(145.31
)
 
(8.51
)
Expiration of unused loss carryforwards
(0.01
)
 
0.01

 
(0.06
)
Effective rate
(15.63
)%
 
 %
 
7.55
 %

At December 31, 2018 and 2017, the Holding Company did not have any gross unrecognized tax benefits, and did not require an accrual for interest or penalties.
For the year ended December 31, 2018, the Company recorded income tax expense of $9.2 million on a pre-tax loss of $58.8 million. For the year ended December 31, 2017, the Company recorded no benefit for income taxes (after application of a $35.1 million decrease in the Company’s valuation allowance). For the year ended December 31, 2016, the Company recorded a benefit for income taxes of $7.9 million due to the Holding Company generating federal and state tax losses. The effective tax rates for the years ended December 31, 2018, 2017 and
2016, differ from the 21% and 35% federal statutory and applicable state statutory tax rates primarily due to the Company’s valuation allowance on its book losses 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 and from the change in the statutory federal tax rate in 2017.
The Holding Company files income tax returns in the U.S. federal jurisdiction and in the state of California. As a result of tax net operating losses incurred by the Holding Company for the years ended December 31, 2009 through December 31, 2017, the Holding Company is subject to U.S. federal, state, and local examinations by tax authorities for the years beginning 2009 through 2017. The Company is not currently under examination by any tax authority. The Company classifies any interest and penalties related to income taxes assessed by jurisdiction as part of income tax expense. The Company has concluded that there were no significant uncertain tax positions requiring recognition in its financial statements, nor has the Company been assessed interest or penalties by any major tax jurisdictions related to any open tax periods.
XML 46 R28.htm IDEA: XBRL DOCUMENT v3.19.1
Financial Instruments and Fair Value Measurements and Disclosures
12 Months Ended
Dec. 31, 2018
Fair Value Disclosures [Abstract]  
Financial Instruments and Fair Value Measurements and Disclosures FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS AND DISCLOSURES
At each reporting period, the Company evaluates the fair value of its financial instruments. Other than 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 December 31, 2018 and 2017.
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 December 31, 2018, the estimated fair value of notes payable, net was $550.1 million compared to a carrying value of $557.0 million. At December 31, 2017, the estimated fair value of notes payable, net was $568.1 million compared to a carrying value of $560.6 million. During the years ended December 31, 2018 and 2017, the Company had no assets that were measured at fair value on a nonrecurring basis.
Contingent consideration is carried at fair value and is remeasured on a recurring basis. The Company uses level 3 inputs to measure the estimated fair value of the contingent consideration arrangement based on the expected cash flows considering the use of the underlying property subject to the arrangement. The estimated cash flows are affected by assumptions about a market participant’s estimates and assumptions related to development costs, retail rents, occupancy rates, continuing operating expenses and expected contingency outcomes. Other than contingent consideration (see Note 10), the Company had no other assets or liabilities that are required to be remeasured at fair value on a recurring basis at both December 31, 2018 and 2017.
XML 47 R29.htm IDEA: XBRL DOCUMENT v3.19.1
Earnings Per Share
12 Months Ended
Dec. 31, 2018
Earnings Per Share [Abstract]  
Earnings Per Share EARNINGS PER SHARE
The Company uses the two-class method in its computation of earnings per share. Pursuant to the terms of the Five Point Holdings, LLC Agreement, the Class A common shares and the 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 of common shares share in the Company’s losses, and they share in the losses using the same mechanism as the distributions. For the years ended December 31, 2018 and 2017, the Company is operating in a net loss and net income position, respectively. No distributions were declared for either periods, as such, net losses and income attributable to the parent were allocated to the Class A common shares and Class B common shares at an amount per Class B common share equal to 0.03% multiplied by the amount per Class A common share. Basic income or loss per Class A common share is determined by dividing net income or loss allocated to Class A Common shareholders by the weighted average number of Class A common shares outstanding for the period. Basic income or loss per Class B common share is determined by dividing net income or loss allocated to the Class B common shares by the weighted average number of Class B common shares outstanding during the period.
Diluted income or 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 Class A Common Units of the Operating Company, and the treasury stock method for RSUs and restricted shares, and are included in the calculation if determined to be dilutive.    
The following table summarizes the basic and diluted earnings per share/unit calculations for the years ended December 31, 2018, 2017 and 2016 (in thousands, except unit/shares and per unit/share amounts):

 
2018
 
2017
 
2016
Numerator:
 
 
 
 
 
Net (loss) income attributable to the Company
$
(34,714
)
 
$
73,235

 
$
(33,266
)
Adjustments to net (loss) income attributable to the Company
221

 
(750
)
 
(505
)
Net (loss) income attributable to common shareholders
$
(34,493
)
 
$
72,485

 
$
(33,771
)
Numeratorbasic common shares:
 
 
 
 
 
Net (loss) income attributable to common shareholders
$
(34,493
)
 
$
72,485

 
$
(33,771
)
Net income (loss) allocable to participating securities
$

 
$
(506
)
 
$

Allocation of net (loss) income among common shareholders
$
(34,493
)
 
$
71,979

 
$
(33,771
)
Numerator for basic net (loss) income available to Class A Common Shareholders/Unitholders
$
(34,480
)
 
$
71,947

 
$
(33,755
)
Numerator for basic net (loss) income available to Class B Common Shareholders
$
(13
)
 
$
32

 
(16
)
Numeratordiluted common shares:
 
 
 
 
 
Net (loss) income attributable to common shareholders
$
(34,493
)
 
$
72,485

 
$
(33,771
)
Reallocation of (loss) income to Company upon assumed exchange of common units
$

 
$
(48,289
)
 
$

Net (loss) income allocated to participating securities
$

 
$
(69
)
 
$

Allocation of net (loss) income among common shareholders
$
(34,493
)
 
$
24,127

 
$
(33,771
)
Numerator for diluted net (loss) income available to Class A Common Shareholders/Unitholders
$
(34,480
)
 
$
24,123

 
$
(33,755
)
Numerator for diluted net (loss) income available to Class B Common Shareholders
$
(13
)
 
$
4

 
$
(16
)
Denominator:
 
 
 
 
 
Basic weighted average Class A common shares outstanding
65,002,387

 
54,006,954

 
37,795,447

Diluted weighted average Class A common shares outstanding
65,002,387

 
133,007,828

 
37,795,447

Basic and diluted weighted average Class B common shares outstanding
79,859,730

 
78,821,553

 
49,547,050

Basic (loss) earnings per share/unit:
 
 
 
 
 
Class A common shares/Unit
$
(0.53
)
 
$
1.33

 
$
(0.89
)
Class B common shares
$
(0.00
)
 
$
0.00

 
$
(0.00
)
Diluted (loss) earnings per share/unit:
 
 
 
 
 
Class A common shares/Unit
$
(0.53
)
 
$
0.18

 
$
(0.89
)
Class B common shares
$
(0.00
)
 
$
0.00

 
$
(0.00
)
 
 
 
 
 
 
Anti-dilutive potential RSUs
72,579

 

 
1,304,804

Anti-dilutive potential restricted shares (weighted average)
1,817,020

 

 

Anti-dilutive potential Class A common shares/Units
(weighted average)
79,883,687

 

 
53,826,230



In January 2019, the Company granted 2.3 million restricted shares and RSUs to employees and non-employee directors (see Note 16). With the termination of the Retail Project in early 2019 (see Note 10), the Company issued 436,498 Class A Units of the San Francisco Venture to affiliates of Lennar and Castlelake.
XML 48 R30.htm IDEA: XBRL DOCUMENT v3.19.1
Accumulated Other Comprehensive Loss
12 Months Ended
Dec. 31, 2018
Equity [Abstract]  
Accumulated Other Comprehensive Loss ACCUMULATED OTHER COMPREHENSIVE LOSS Accumulated other comprehensive loss attributable to the Company consists of unamortized defined benefit pension plan net actuarial losses that totaled $3.4 million and $2.5 million at December 31, 2018 and 2017, net of tax benefits of $0.9 million and $0.7 million, respectively. At December 31, 2018 and 2017, the Company held a full valuation allowance related to the accumulated tax benefits, respectively. Accumulated other comprehensive loss of $2.1 million and $1.8 million is included in noncontrolling interests at December 31, 2018 and 2017, 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 related to amortization of net actuarial losses were approximately $55,000, $64,000 and $33,000, net of taxes, and are included in selling, general, and administrative expenses on the accompanying consolidated statements of operations for the years ended December 31, 2018, 2017 and 2016, respectively.
XML 49 R31.htm IDEA: XBRL DOCUMENT v3.19.1
Quarterly Financial Information (Unaudited)
12 Months Ended
Dec. 31, 2018
Quarterly Financial Information Disclosure [Abstract]  
Quarterly Financial Information (Unaudited) QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

 
2018 Quarterly Periods
 
(in thousands, except per share amounts)
 
First
 
Second
 
Third
 
Fourth
 
 
 
 
 
 
 
 
Revenues
$
14,967

 
$
13,090

 
$
12,988

 
$
7,945

Loss before income tax
(14,297
)
 
(11,303
)
 
(21,939
)
 
(11,223
)
Net loss attributable to the Company
(5,232
)
 
(5,160
)
 
(10,019
)
 
(14,303
)
Net loss attributable to the Company per Class A Share (Basic)
(0.08
)
 
(0.08
)
 
(0.15
)
 
(0.22
)
Net loss attributable to the Company per Class A Share (Diluted)
(0.10
)
 
(0.08
)
 
(0.15
)
 
(0.22
)
Net loss attributable to the Company per Class B Share (Basic and diluted)
(0.00
)
 
(0.00
)
 
(0.00
)
 
(0.00
)
 
 
 
 
 
 
 
 
 
2017 Quarterly Periods
 
(in thousands, except per share amounts)
 
First
 
Second
 
Third
 
Fourth (1)
 
 
 
 
 
 
 
 
Revenues
$
92,303

 
$
13,246

 
$
11,619

 
$
22,263

(Loss) income before income tax
(23,124
)
 
(24,289
)
 
(10,311
)
 
81,920

Net (loss) income attributable to the Company
(7,842
)
 
(9,783
)
 
(4,467
)
 
95,327

Net (loss) income attributable to the Company per Class A Share (Basic)
(0.20
)
 
(0.19
)
 
(0.07
)
 
1.50

Net (loss) income attributable to the Company per Class A Share (Diluted)
(0.20
)
 
(0.19
)
 
(0.07
)
 
0.56

Net (loss) income attributable to the Company per Class B Share (Basic and diluted)
(0.00
)
 
(0.00
)
 
(0.00
)
 
0.00


(1) Included in the quarterly financial results for the fourth quarter of 2017 is other income of $105.6 million related to a reduction in the Company’s payable pursuant to tax receivable agreement, primarily as a result of the Tax Act’s reduction in the corporate tax rate.
XML 50 R32.htm IDEA: XBRL DOCUMENT v3.19.1
Schedule III—Real Estate and Accumulated Depreciation
12 Months Ended
Dec. 31, 2018
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract]  
Schedule III—Real Estate and Accumulated Depreciation SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
($ in thousands)
 
 
 
 
 
Initial Cost 
 
Costs Capitalized
Subsequent
to Acquisition (a)
 
Gross Amounts at
Which Carried at
Close of Period (b) 
 
 
 
 
 
 
 
 
Description 
 
Location 
 
Encumbrances
 
Land 
 
Buildings
and
Improvements 
 
Land 
 
Buildings
and
Improvements 
 
Land
 
Buildings
and
Improvements
 
Total 
 
Accumulated
Depreciation
 
Date of
Construction
 
Date
Acquired /
Completed 
 
Depreciation
Life
Newhall Ranch-Land under development
 
Los Angeles
County, CA
 
$

 
$
111,172

 
$

 
$
444,455

 
$

 
$
555,627

 
$

 
$
555,627

 
$

 

 
2009
 
N/A
Candlestick Point and The San Francisco Shipyard- Land under development
 
San
Francisco,
CA
 

 
1,038,154

 

 
98,804

 

 
1,136,958

 

 
1,136,958

 

 

 
2016
 
N/A
Agriculture-Operating property
 
Los Angeles
County, CA
Ventura
County, CA
 

 
40,634

 
1,114

 
(13,477
)
 
1,704

 
27,157

 
2,818

 
29,975

(c) 
1,587

 

 
2009
 
(d) 
Other Properties
 
Various
 

 
3,148

 

 
351

 

 
3,499

 

 
3,499

 

 

 
2009
 
N/A
 
 
 
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 
 
 
 
 
Total
 
 
 
$

 
$
1,193,108

 
$
1,114

 
$
530,133

 
$
1,704

 
$
1,723,241

 
$
2,818

 
$
1,726,059

(e) 
$
1,587

(e) 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)
Costs capitalized subsequent to acquisitions are net of land sales for real estate development properties and net of disposals and impairment write-downs for operating properties.
(b)
The aggregate cost of land and improvements for federal income tax purposes is approximately $2.2 billion (unaudited). This basis does not reflect the Company’s deferred tax assets and liabilities as these amounts are computed based upon the Company’s outside basis in their partnership interest.
(c)
Included in properties and equipment, net in the consolidated balance sheet.
(d)
See Note 2 of the Notes to Consolidated Financial Statements for information related to depreciation.
(e)
Reconciliation of “Real Estate and Accumulated Depreciation”:
Reconciliation of Real Estate
 
2018
 
2017
 
2016
 
(In thousands)
Balance at beginning of year
$
1,461,197

 
$
1,395,698

 
$
294,777

Improvements and additions (1)
283,836

 
153,565

 
1,101,593

Cost of real estate sold (2)
(9,586
)
 
(80,466
)
 
(672
)
Reimbursements and disposals (3)
(9,388
)
 
(7,600
)
 

Balance at end of year
$
1,726,059

 
$
1,461,197

 
$
1,395,698

(1) Improvements and additions include noncash project accruals and capitalized interest.
(2) Includes inventory relief associated with adoption of the new revenue recognition standard in 2018.
(3) Includes disposal of TPC Golf Course in 2018.
 
Reconciliation of Accumulated Depreciation
 
2018
 
2017
 
2016
 
(In thousands)
Balance at beginning of year
$
3,407

 
$
2,943

 
$
2,442

Additions
187

 
464

 
501

Disposals
(2,007
)
 

 

Balance at end of year
$
1,587

 
$
3,407

 
$
2,943

XML 51 R33.htm IDEA: XBRL DOCUMENT v3.19.1
Summary of Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2018
Accounting Policies [Abstract]  
Basis of Presentation Basis of presentation— The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Principles of Consolidation and Noncontrolling Interests Noncontrolling interests—The Company presents noncontrolling interests and classifies such interests within capital, but separate from the Company’s Class A and Class B members’ capital when the criteria for permanent equity classification has been met. Noncontrolling interests in the Company represent interests held by owners, excluding the Operating Company, of consolidated subsidiaries of the Operating Company, and investors in the Operating Company excluding the Holding Company. Net income or loss of the Operating Company is allocated to noncontrolling interests based on substantive profit sharing arrangements within the operating agreements, or if it is determined that a substantive profit sharing arrangement does not exist, allocation is based on relative ownership percentage of the Operating Company and the noncontrolling interests.Principles of consolidation—The accompanying consolidated financial statements include the accounts of the Company and the accounts of all subsidiaries in which the Company has a controlling interest and the accounts of variable interest entities (“VIEs”) in which the Company is deemed to be the primary beneficiary. A VIE is an entity in which either (i) the equity investors as a group, if any, lack the power through voting or similar rights to
direct the activities of such entity that most significantly impact such entity’s economic performance or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. The Company identifies the primary beneficiary of a VIE as the enterprise that has both of the following characteristics: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or receive benefits of the VIE that could potentially be significant to the entity. The Company consolidates its investment in a VIE when it determines that it is its primary beneficiary. The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements, or changes in influence and control over any entity, that affect the characteristics of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. The Company performs this analysis on an ongoing basis. All intercompany transactions and balances have been eliminated in consolidation.
The accounts and operating results of the consolidated businesses acquired in the Formation Transactions have been included in the accompanying consolidated financial statements from the acquisition date forward.
Use of Estimates 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.
Concentration of Risk Concentration of risk—As of December 31, 2018, the Company’s inventories and the Company’s unconsolidated entities’ inventories and properties are all located in California. The Company is subject to risks incidental to the ownership, development, and operation of commercial and residential real estate. These include, among others, the risks normally associated with changes in the general economic climate in the communities in which the Company operates, trends in the real estate industry, availability of land for development, changes in tax laws, interest rate levels, availability of financing, and potential liability under environmental and other laws. The Company’s credit risk relates primarily to cash deposits, cash equivalents and restricted cash and certificates of deposit. Cash deposit accounts at each institution are in excess of amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any credit losses to date on its cash deposits, cash equivalents, restricted cash and certificates of deposit, and marketable securities—held to maturity. The Company’s risk management policies define parameters of acceptable market risk and strive to limit exposure to credit risk.
Acquisitions Acquisitions—The Company accounts for businesses it acquires in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. This methodology requires that assets acquired and liabilities assumed be recorded at their respective fair values on the date of acquisition. Accordingly, the Company recognizes assets acquired and liabilities assumed in business combinations, including contingent assets and liabilities and non-controlling interest in the acquiree, based on the fair value estimates as of the date of acquisition. Any excess of the purchase consideration over the net fair value of tangible and identified intangible assets acquired less liabilities assumed is recorded as goodwill. The costs of business acquisitions are expensed as incurred. These costs may include fees for accounting, legal, professional consulting and valuation specialists. Purchase price allocations may be preliminary and, during the measurement period, not to exceed one year from the date of acquisition, changes in assumptions and estimates that result in adjustments to the fair value of assets acquired and liabilities assumed are recorded in the period the adjustments are determined.
Contingent consideration assumed in a business combination is remeasured at fair value each reporting period until the contingency is resolved and any change in the fair value from either the passage of time or events occurring after the acquisition date, is recorded in results from operations.
The estimated fair value of acquired assets and assumed liabilities requires significant judgments by management and are determined primarily by a discounted cash flow model. The determination of fair value using a discounted cash flow approach also requires discounting the estimated cash flows at a rate that the Company believes a market participant would determine to be commensurate with the inherent risks associated with the asset and related estimated cash flow streams.
For acquisitions accounted for as an asset acquisition, the fair value of consideration transferred by the Company (including transaction costs) is allocated to all assets acquired and liabilities assumed on a relative fair value basis.
Revenue Recognition Revenue recognition—Under ASC 606, Revenue From Contracts With Customers (“ASC 606”), which the Company adopted on January 1, 2018 (see –Recently Adopted Accounting Pronouncements), revenues from land sales are recognized when the Company satisfies the performance obligation at a point in time, which typically occurs when the control of the land passes to its customers. Revenue is recognized in an amount that reflects the consideration the Company expects to be entitled to receive (i.e., the transaction price) in exchange for the transfer of land. The transaction price typically contains fixed and variable components in which the fixed consideration represents the stated purchase price for the land. Some of the Company’s residential homesite sale agreements contain a profit participation provision, a variable consideration, whereby the Company receives from homebuilders a portion of profit after the builder has received an agreed-upon margin. If the project profitability falls short of the participation threshold, no additional revenue is received. In most contracts, at the time of the land sale, the estimate of profit participation, if any, is constrained, as there are significant factors outside of the Company’s control that will impact whether participation thresholds will be met. In addition, some residential homesite sale agreements contain a provision requiring the homebuilder to pay a marketing fee per residence sold, as a percentage of the home sale price. Such fees are estimated as a variable consideration and the amount the Company expects to be entitled to receive is included in the transaction price. At the end of each reporting period, variable considerations are reassessed to ensure changes in circumstances or constraints are appropriately reflected in the estimated transaction price. Changes in estimates of variable components of transaction prices could result in cumulative catch-up adjustments to revenue.
A contract asset or liability is recognized when the timing of the satisfaction of a performance obligation is different from the timing of the payments made by customers. Contract assets typically consist of estimates of contingent or variable consideration that has been included in the transaction price and recognized as revenue before the contingency is resolved and the contractual payment is due. Contract liabilities typically consist of payments received prior to satisfying the associated performance obligation. For example, a contract asset may be recorded at the closing of a land sale representing the estimated marketing fees included in the transaction price. However, the actual amount and timing of marketing fee payments is not known until the time a residence is sold. As marketing fee payments are collected from customers, the contract asset balance will be adjusted and reduced accordingly. Further, re-estimation of marketing fees at the end of each reporting period may result in an increase or decrease to the contract asset.
Under ASC 605, Revenue Recognition (“ASC 605”) for periods prior to January 1, 2018, revenues from land sales were recognized when a significant down payment was received, the earnings process was complete, title passes, and the collectability of any receivables was reasonably assured. Revenues from profit participation were recognized when sufficient evidence existed that the homebuilding project had met the participation thresholds and the Company had collected the profit participation payment or was reasonably assured of collection. The Company deferred revenue on amounts collected in advance of meeting the recognition criteria. Lastly, marketing fees were recognized upon collection of receipts from the customer.
Under ASC 606, revenues from management services are recognized as the customer consumes the benefits of the performance obligation satisfied over time. The transaction price pertaining to management services revenue is comprised of fixed and variable components whereby the fixed consideration typically represents a base management fee. The Company’s management agreements may contain incentive compensation fee provisions contingent on the performance of customers. In making estimates of incentive compensation, the Company expects
to be entitled to receive in exchange for providing management services, significant assumptions and judgments are made in evaluating the factors that may determine the amount of consideration the Company will ultimately receive. In doing so, cash flow projections are typically utilized. These cash flows are significantly affected by estimates and assumptions related to market supply and demand, the local economy, projected pace of sales of homesites, pricing and price appreciation over the estimated selling period, the length of the estimated development and selling periods, remaining development, general and administrative costs, and other factors. Incentive compensation revenue from management services is recognized evenly over the expected contract term, as the performance obligation is satisfied. When changes in estimates and assumptions occur, the estimate of the amount of incentive compensation the Company expects to be entitled to receive may change, resulting in a cumulative catch-up being recorded in the period of the change. Similar to land sale revenues, a contract asset may be recognized associated with revenues generated from management services when there is a timing difference between the satisfaction of performance obligations and revenues becoming billable. Reassessment of the estimated transaction price at the end of each reporting period may increase or decrease contract assets. Contract asset balances are reduced when revenues from our customers become billable.
Under ASC 605, the Company recorded management services revenues over the period in which the services were performed, fees were determinable, and collectability was reasonably assured. The Company recorded revenues from annual fees ratably over the contract period using the straight-line method and the Company recognized incentive compensation in the period in which the contingency was resolved and only to the extent other recognition conditions had been met.
Included in operating properties revenues in the consolidated statements of operations are revenues from the Company’s agriculture and energy operations and its golf club operation, Tournament Players Club at Valencia Golf Course (sold in January 2018).
Impairment of Assets Impairment of assets—Long-lived assets are reviewed for impairment when events or changes in circumstances indicate that their carrying value may not be recoverable. Impairment indicators for long-lived inventory assets include, but are not limited to, significant increases in horizontal development costs, significant decreases in the pace and pricing of home sales within the Company’s communities and surrounding areas and political and societal events that may negatively affect the local economy. For operating properties, impairment indicators may include significant increases in operating costs, decreased utilization, and continued net operating losses. If indicators of impairment exist, and the undiscounted cash flows expected to be generated by a long-lived asset are less than its carrying amount, an impairment charge is recorded to write down the carrying amount of such long-lived asset to its estimated fair value. The Company generally estimates the fair value of its long-lived assets using a discounted cash flow model or sales comparison approach of the underlying property or a combination thereof.
The Company’s projected cash flows for each long-lived inventory asset are significantly affected by estimates and assumptions related to market supply and demand, the local economy, projected pace of sales of homesites, pricing and price appreciation over the estimated selling period, the length of the estimated development and selling periods, remaining development costs, and other factors. For operating properties, the Company’s projected cash flows also include estimates and assumptions about the use and eventual disposition of such properties, including utilization, capital expenditures, operating expenses, and the amount of proceeds to be realized upon eventual disposition of such properties.
In determining these estimates and assumptions, the Company utilizes historical trends from past development projects of the Company in addition to internal and external market studies and trends, which generally include, but are not limited to, statistics on population demographics and unemployment rates.
Using all available information, the Company calculates its best estimate of projected cash flows for each asset. While many of the estimates are calculated based on historical and projected trends, all estimates are subjective and change as market and economic conditions change. The determination of fair value also requires discounting the estimated cash flows at a rate the Company believes a market participant would determine to be commensurate with the inherent risks associated with the asset and related estimated cash flow streams. The discount rate used in determining each asset’s fair value generally depends on the asset’s projected life and development stage.
Share-Based Payments Share-based payments— Share-based payments are recognized on a straight-line basis over the service period in the statement of operations based on their measurement date fair values. Forfeitures, if any, are accounted for in the period when they occur.
Cash and Cash Equivalents Cash and cash equivalents—Included in cash and cash equivalents are short-term investments that have original maturity dates of three months or less. The carrying amount approximates fair value due to the short-term nature of these investments.
Restricted Cash and Certificates of Deposit Restricted cash and certificates of deposit—Restricted cash and certificates of deposit consist of cash, cash equivalents, and certificates of deposit held as collateral on open letters of credit related to development obligations or because of other legal obligations of the Company that require the restriction.
Marketable Securities Marketable securities—During the years ended December 31, 2017 and 2016, the Company made investments in marketable debt securities. The Company purchased each investment with the intent and ability to hold the investment until maturity and carried each investment at amortized cost. The amortized cost of such debt securities were adjusted for amortization of premiums and accretion of discounts, using the effective interest method or a method that approximates the effective interest method. Amortization and accretion of premiums and discounts are included in selling, general, and administrative costs and expenses in the accompanying consolidated statements of operations. The Company evaluates securities in unrealized loss positions for evidence of other-than-temporary impairment, considering, among other things, duration, severity, and financial condition of the issuer.
Properties and Equipment Properties and equipment—Properties and equipment primarily relate to the Company’s operating properties’ businesses, are recorded at cost. Properties and equipment, other than land, are depreciated over their estimated useful lives using the straight-line method. At the time properties and equipment are disposed of, the asset and related accumulated depreciation, if any, are removed from the accounts, and any resulting gain or loss is credited or charged to earnings. The estimated useful life for land improvements and buildings is 10 to 40 years while the estimated useful life for furniture, fixtures, and equipment is two to 15 years.
Held for sale classification Held for sale classification—Assets to be disposed of together as a group in a single transaction and liabilities directly associated with those assets that will be transferred in the transaction are classified as held for sale on the Company’s consolidated balance sheet. Management evaluates certain criteria when determining held for sale classification including management’s authority to approve a disposal, management’s commitment to a plan to sell the disposal group, and the probability of completing the sale within one year. When initially classified as held for sale, assets and liabilities of assets held for sale are measured at the lower of carrying value or fair value less costs to sell. Included in the consolidated balance sheet at December 31, 2017 are assets and liabilities related to The Tournament Players Club at Valencia Golf Course that have been classified as held for sale. Assets held for sale of $4.5 million were comprised of property and equipment of $3.7 million, net of accumulated depreciation of $1.9 million, and other assets of $0.8 million. Liabilities of assets held for sale of $5.4 million consisted of club membership liabilities totaling $5.3 million and other liabilities of $0.1 million. In January 2018, The Tournament Players Club at Valencia Golf Course was sold for cash proceeds of $5.9 million, and the buyer’s assumption of certain liabilities, including certain membership related liabilities. Results of operations of The Tournament Players Club at Valencia Golf Course, prior to disposal, are included in the Company’s Newhall segment. The property was operated by the Company as an amenity to the Company’s fully developed Valencia community. There are no assets or liabilities held for sale at December 31, 2018.
Investments in Unconsolidated Entities Investments in unconsolidated entities—For investments in entities that the Company does not control, but exercises significant influence, the Company uses the equity method of accounting. The Company’s judgment with regard to its level of influence or control of an entity involves consideration of various factors including the form of its ownership interest, its representation in the entity’s governance, its ability to participate in policy-making decisions, and the rights of other investors to participate in the decision-making process to replace the Company as manager or to liquidate the entity. Investments accounted for under the equity method of accounting are recorded at cost and adjusted for the Company’s share in the earnings (losses) of the venture and cash contributions and distributions. Any difference between the carrying amount of the equity method investment on the Company’s balance sheet and the underlying equity in net assets on the entity’s balance sheet results in a basis difference which is adjusted as the related underlying assets are depreciated, amortized, or sold and the liabilities are settled. The
Company generally allocates income and loss from unconsolidated entities based on the venture’s distribution priorities, which may be different from its stated ownership percentage.
The Company evaluates the recoverability of its investment in unconsolidated entities by first reviewing each investment for any indicators of impairment. If indicators are present, the Company estimates the fair value of the investment. If the carrying value of the investment is greater than the estimated fair value, management makes an assessment of whether the impairment is “temporary” or “other-than-temporary.” In making this assessment, management considers the following: (1) the length of time and the extent to which fair value has been less than cost, (2) the financial condition and near-term prospects of the entity, and (3) the Company’s intent and ability to retain its interest long enough for a recovery in market value. If management concludes that the impairment is “other-than-temporary,” the Company reduces the investment to its estimated fair value.
Inventories Inventories—Inventories primarily include land held for development and sale. Inventories are stated at cost, less reimbursements, unless the inventory within a community is determined to be impaired, in which case the impaired inventory would be written down to fair market value. Capitalized direct and indirect inventory costs include land, land in which the Company has the rights to receive in accordance with a disposition and development agreement (see Note 4), horizontal development costs, real estate taxes, and interest related to financing development and construction. During the years ended December 31, 2018, 2017 and 2016, the Company incurred interest expense, including amortization of debt issuance costs, all of which was capitalized into inventories, of $54.8 million, $9.4 million and $3.5 million, respectively. Horizontal development costs can be further broken down to costs incurred to entitle and permit the land for its intended use; costs incurred for infrastructure projects, such as schools, utilities, roads, and bridges; and site costs, such as grading and amenities, to bring the land to a saleable state. General and administrative costs related to project litigation are charged to expense when incurred. Costs that cannot be clearly associated with the acquisition, development, and construction of a real estate project and selling expenses are expensed as incurred. The Company expenses advertising costs as incurred, which were $2.0 million, $4.3 million and $3.5 million during the years ended December 31, 2018, 2017 and 2016, respectively. Certain public infrastructure project costs incurred by the Company are eligible for reimbursement, typically, from the proceeds of CFD bond debt, state and federal grants or property tax assessments.A portion of capitalized inventory costs is allocated to individual parcels within a project using the relative sales value method. Under the relative sales value method, each parcel in the project under development is allocated costs in proportion to the estimated overall sales prices of the project such that each parcel to be sold reflects the same gross profit margin. Since this method requires the Company to estimate the expected sales price for the entire project, the profit margin on subsequent parcels sold will be affected by both changes in the estimated total revenues, as well as any changes in the estimated total cost of the project.
Intangible Asset  
Intangible Asset—In connection with the Company’s acquisition of the Management Company (see Note 4), the Company acquired an intangible asset related to the contract value of the incentive compensation provisions of the Management Company’s development management agreement with the Great Park Venture. The Company records amortization expense over the contract period based on the pattern in which the Company expects to recognize the economic benefits from the incentive compensation.
Receivables Receivables—The Company evaluates the carrying value of receivables, which includes receivables from related parties, at each reporting date to determine the need for an allowance for doubtful accounts.
Fair Value Measurements Fair value measurements—The Company follows guidance for fair value measurements and disclosures that emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, 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.
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
In instances where the determination of the fair value measurements is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
Offering Costs Offering Costs—Costs incurred by the Company, totaling $2.9 million, that were directly attributable to the IPO were deferred and charged against the gross proceeds of the offering as a reduction of members’ contributed capital.
Income Taxes Income taxes—The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes (“ASC 740”), which requires an asset and liability approach for measuring deferred taxes based on temporary differences between the financial statements and tax bases of assets and liabilities existing at each balance sheet date using enacted tax rates for the years in which taxes are expected to be paid or recovered.
The Holding Company has elected to be treated as a corporation for U.S. federal, state, and local tax purposes and determines the provision or benefit for income taxes on an interim basis using an estimate of its annual effective tax rate and the impact of specific events as they occur.
The Company’s estimate of the Holding Company’s annual effective tax rate is subject to change based on changes in federal and state tax laws and regulations, the Holding Company’s ownership interest in the Operating Company and the Operating Company’s ownership in the San Francisco Venture, and the Company’s assessment of its deferred tax asset valuation allowance. Cumulative adjustments are made in interim periods in which the Company identifies a change in its estimate of the amount of future tax benefit when it is more likely than not that some portion of the deferred tax assets will not be realized. Among other things, the nature, frequency and severity of prior cumulative losses, forecasts of future taxable income, the duration of statutory carryforward periods, the Company’s utilization experience with operating loss and tax credit carryforwards and tax planning alternatives are considered and evaluated when assessing the need for a valuation allowance. Any increase or decrease in a valuation allowance could have a material adverse effect or beneficial effect on the Holding Company’s income tax provision and net income or loss in the period the determination is made. The Holding Company recognizes interest or penalties related to income tax matters in income tax expense.
Recently Issued and Adopted Accounting Pronouncements Recently issued accounting pronouncements—In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU No. 2018-07”) which simplifies the accounting of share-based payments granted to nonemployees for goods and services. Under ASU No. 2018-07, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees including the determination of the measurement date. ASU No. 2018-07 generally requires an entity to use a modified retrospective transition approach, with a cumulative-effect adjustment to
retained earnings as of the beginning of the fiscal year of adoption. The amendments in ASU No. 2018-07 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company does not expect the adoption of ASU No. 2018-07 to have a material impact on its consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU No. 2016-02”). This ASU generally requires that lessees recognize right-of-use assets and lease liabilities on the balance sheet for operating and financing leases and also requires improved disclosures to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases. This update is effective for public entities in fiscal years beginning after December 15, 2018, including interim reporting periods within those fiscal years. The FASB has issued multiple clarifications and updates since ASU No. 2016-02 that include, but is not limited to, the ability to elect practical expedients upon transition.
The Company will adopt ASU No. 2016-02 effective on January 1, 2019 on a modified retrospective basis. Consequently, comparative prior periods presented in financial statements after adoption will continue to be in accordance with current U.S. GAAP (Topic 840, Leases). Upon transition, the Company will elect the package of practical expedients, whereby the Company will not reassess whether existing contracts contain leases, the lease classification of existing leases and initial direct costs associated with those leases. Additionally, the Company expects to exclude recognition of short term leases on the balance sheet and not separate lease and nonlease components for both lessee and lessor leases. Lease payments for short term leases would continue to be recognized in the consolidated statements of operations on a straight-line basis over the lease term. The Company estimates recognizing total lease liabilities ranging from $25 million to $35 million and corresponding right-of-use assets ranging from $30 million to $40 million predominantly associated with leased office space. The difference between the right-of-use asset and lease liability is primarily due to the existing prepaid and deferred rent balances, resulting from historical straight-lining of operating leases, that will be reclassified upon adoption to increase or reduce the measurement of the right-of-use assets. The Company continues to evaluate the disclosure requirements and the Company’s associated processes and disclosure controls in advance of the first interim reporting period after adoption. The Company does not expect the adoption of ASU No. 2016-02 to have a material impact on the Company’s consolidated statement of operations or statement of cash flows.
In June 2016, the FASB issued ASU No. 2016-13, Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments which amends the guidance on the impairment of financial instruments, including most debt instruments, trade receivables and loans. ASU No. 2016-13 adds to U.S. GAAP an impairment model known as the current expected credit loss model that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses for instruments measured at amortized cost, resulting in a net presentation of the amount expected to be collected on the financial asset. ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is currently evaluating the impact of adopting ASU No. 2016-13 on its consolidated financial statements.
Recently adopted accounting pronouncements—In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU No. 2014-09”), which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted ASU No. 2014-09 and the related ASUs that formed ASC Topic 606, Revenue from Contracts with Customers, on January 1, 2018 using the modified retrospective approach with the cumulative effect recorded as an adjustment to opening capital. The new guidance was applied to contracts not completed at the transition date. Results for reporting periods beginning after January 1, 2018 are presented under ASC Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with historic accounting under ASC Topic 605, Revenue Recognition, and other industry specific guidance.
The impact of adopting the new guidance primarily relates to (i) the recognition of variable incentive compensation consideration associated with the Company’s development management agreement with the Great Park Venture, which previously was recognized when contingencies associated with the amount and timing of the consideration were resolved, but under the new guidance estimates of the amount of variable consideration that the Company expects to be entitled to receive in revenue are recognized over time as management services are
provided; (ii) the recognition of variable consideration from land sale contracts in the form of revenue or profit participation and marketing fees received from homebuilders, which historically have been recognized as revenue in the period in which the contingencies associated with the amount and timing of the consideration were resolved, but under the new guidance estimates of the amount of variable consideration that the Company expects to be entitled to receive in revenue, if any, are recognized at the time of land sale; (iii) the timing of revenue recognition from land sales or agriculture crop sales resulting from additional clarity in determining that the performance obligation to the customer is complete when control of the land or crop has been transferred to the customer; (iv) the impact of adoption of ASU No. 2014-09 by the Company’s unconsolidated entities; and (v) the requirement to provide more robust disclosure on the nature of the Company’s transactions, the economic substance of the arrangements and the judgments involved.
The cumulative effect of the changes made to the Company’s consolidated January 1, 2018 balance sheet from the adoption of the new revenue guidance were as follows (in thousands):
 
Balance at December 31, 2017
 
Adjustments due to ASU No. 2014-09
 
Balance at January 1, 2018
ASSETS
 
 
 
 
 
Inventories
$
1,425,892

 
$
(9,457
)
 
$
1,416,435

Investment in unconsolidated entities
530,007

 
3,067

 
533,074

Intangible asset, net—related party
127,593

 
(19,220
)
 
108,373

Related party assets
3,158

 
38,332

 
41,490

Other assets
7,585

 
716

 
8,301

LIABILITIES
 
 
 
 
 
Accounts payable and other liabilities
167,620

 
(1,722
)
 
165,898

Related party liabilities
186,670

 
(9,485
)
 
177,185

CAPITAL
 
 
 
 
 
Retained earnings
57,841

 
10,684

 
68,525

Noncontrolling interests
1,320,208

 
13,961

 
1,334,169


In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) (“ASU No. 2016-15”) which amends the guidance in ASC Topic 230, Statement of Cash Flows, on the classification of certain cash receipts and payments in the statement of cash flows. The primary purpose of ASU No. 2016-15 is to reduce the diversity in practice that has resulted from the lack of consistent principles on this topic. The Company adopted ASU No. 2016-15 effective January 1, 2018 retrospectively with no material impact on the Company’s consolidated financial statements.
In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the Emerging Issues Task Force) (“ASU No. 2016-18”) which requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flow. The Company adopted this guidance on January 1, 2018 retrospectively and as a result included restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts presented on the consolidated statement of cash flows.
The effect of the changes made to the Company’s consolidated statement of cash flow line items from the adoption of ASU No. 2016-18 were as follows (in thousands):
 
Year Ended December 31, 2017
 
As Previously Reported
 
Adjustments due to ASU No. 2016-18
 
As Adjusted
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
Decrease in restricted cash and certificates of deposits
$
876

 
$
(876
)
 
$

NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
786,174

 
(876
)
 
785,298

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period
62,304

 
2,343

 
64,647

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period
848,478

 
1,467

 
849,945

 
Year Ended December 31, 2016
 
As Previously Reported
 
Adjustments due to ASU No. 2016-18
 
As Adjusted
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
Decrease in restricted cash and certificates of deposits
$
1,574

 
$
(1,574
)
 
$

NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
(46,353
)
 
(1,574
)
 
(47,927
)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period
108,657

 
3,917

 
112,574

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period
62,304

 
2,343

 
64,647



In March 2017, the FASB issued ASU No. 2017-07, Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (“ASU No. 2017-07”) which amends the guidance for the income statement presentation of the components of net periodic benefit cost for an entity’s sponsored defined benefit pension and other postretirement plans. ASU No. 2017-07 requires entities to report non-service-cost components of net periodic benefit cost outside of income from operations. The Company adopted ASU No. 2017-07 effective January 1, 2018, retrospectively, which resulted in reclassifying net periodic pension benefit of $93,000 and $57,000 from selling, general, and administrative expenses to miscellaneous other income on the consolidated statement of operations for the years ended December 31, 2017 and 2016, respectively.
In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU No. 2017-09”). ASU No. 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in ASC Topic 718, Compensation - Stock Compensation. The Company adopted the amendments of ASU No. 2017-09 effective January 1, 2018 prospectively with no material impact on the Company’s consolidated financial statements.
XML 52 R34.htm IDEA: XBRL DOCUMENT v3.19.1
Summary of Significant Accounting Policies (Tables)
12 Months Ended
Dec. 31, 2018
Accounting Policies [Abstract]  
Schedule of Application of New Revenue Standard The effect of the changes made to the Company’s consolidated statement of cash flow line items from the adoption of ASU No. 2016-18 were as follows (in thousands):
 
Year Ended December 31, 2017
 
As Previously Reported
 
Adjustments due to ASU No. 2016-18
 
As Adjusted
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
Decrease in restricted cash and certificates of deposits
$
876

 
$
(876
)
 
$

NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
786,174

 
(876
)
 
785,298

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period
62,304

 
2,343

 
64,647

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period
848,478

 
1,467

 
849,945

 
Year Ended December 31, 2016
 
As Previously Reported
 
Adjustments due to ASU No. 2016-18
 
As Adjusted
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
Decrease in restricted cash and certificates of deposits
$
1,574

 
$
(1,574
)
 
$

NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
(46,353
)
 
(1,574
)
 
(47,927
)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period
108,657

 
3,917

 
112,574

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period
62,304

 
2,343

 
64,647

The application of the new revenue standard had the following impacts to the financial statement line items in the Company’s consolidated financial statements (in thousands):
Statement of Operations
 
 
 
 
 
 
Year Ended December 31, 2018
 
As Reported
 
Balances without Adoption of ASC 606
 
Effect of Change
REVENUES:
 
 
 
 
 
Land sales
$
133

 
$
486

 
$
(353
)
Land sales—related party
900

 
497

 
403

Management services—related party
40,976

 
23,055

 
17,921

Operating properties
6,981

 
6,667

 
314

COSTS AND EXPENSES:
 
 
 
 
 
Land sales
(165
)
 
(378
)
 
213

Management services
23,962

 
11,506

 
12,456

Operating properties
5,077

 
4,935

 
142

EQUITY IN (LOSS) EARNINGS FROM UNCONSOLIDATED ENTITIES
(2,163
)
 
(2,399
)
 
236

NET LOSS
(67,945
)
 
(73,654
)
 
5,709

NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
(33,231
)
 
(36,023
)
 
2,792

NET LOSS ATTRIBUTABLE TO THE COMPANY
(34,714
)
 
(37,631
)
 
2,917

Balance Sheet
 
 
 
 
 
 
December 31, 2018
 
As Reported
 
Balances without Adoption of ASC 606
 
Effect of Change
ASSETS
 
 
 
 
 
Inventories
$
1,696,084

 
$
1,698,630

 
$
(2,546
)
Investment in unconsolidated entities
532,899

 
529,596

 
3,303

Intangible asset, net—related party
95,917

 
127,593

 
(31,676
)
Related party assets
61,039

 
11,205

 
49,834

Other assets
9,179

 
8,522

 
657

LIABILITIES
 
 
 
 
 
Accounts payable and other liabilities
161,139

 
162,588

 
(1,449
)
Related party liabilities
178,540

 
187,873

 
(9,333
)
CAPITAL
 
 
 
 
 
Retained earnings
33,811

 
20,210

 
13,601

Noncontrolling interest
1,261,491

 
1,244,738

 
16,753

XML 53 R35.htm IDEA: XBRL DOCUMENT v3.19.1
Revenue (Tables)
12 Months Ended
Dec. 31, 2018
Revenue from Contract with Customer [Abstract]  
Schedule of Application of New Revenue Standard The effect of the changes made to the Company’s consolidated statement of cash flow line items from the adoption of ASU No. 2016-18 were as follows (in thousands):
 
Year Ended December 31, 2017
 
As Previously Reported
 
Adjustments due to ASU No. 2016-18
 
As Adjusted
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
Decrease in restricted cash and certificates of deposits
$
876

 
$
(876
)
 
$

NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
786,174

 
(876
)
 
785,298

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period
62,304

 
2,343

 
64,647

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period
848,478

 
1,467

 
849,945

 
Year Ended December 31, 2016
 
As Previously Reported
 
Adjustments due to ASU No. 2016-18
 
As Adjusted
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
Decrease in restricted cash and certificates of deposits
$
1,574

 
$
(1,574
)
 
$

NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
(46,353
)
 
(1,574
)
 
(47,927
)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period
108,657

 
3,917

 
112,574

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period
62,304

 
2,343

 
64,647

The application of the new revenue standard had the following impacts to the financial statement line items in the Company’s consolidated financial statements (in thousands):
Statement of Operations
 
 
 
 
 
 
Year Ended December 31, 2018
 
As Reported
 
Balances without Adoption of ASC 606
 
Effect of Change
REVENUES:
 
 
 
 
 
Land sales
$
133

 
$
486

 
$
(353
)
Land sales—related party
900

 
497

 
403

Management services—related party
40,976

 
23,055

 
17,921

Operating properties
6,981

 
6,667

 
314

COSTS AND EXPENSES:
 
 
 
 
 
Land sales
(165
)
 
(378
)
 
213

Management services
23,962

 
11,506

 
12,456

Operating properties
5,077

 
4,935

 
142

EQUITY IN (LOSS) EARNINGS FROM UNCONSOLIDATED ENTITIES
(2,163
)
 
(2,399
)
 
236

NET LOSS
(67,945
)
 
(73,654
)
 
5,709

NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
(33,231
)
 
(36,023
)
 
2,792

NET LOSS ATTRIBUTABLE TO THE COMPANY
(34,714
)
 
(37,631
)
 
2,917

Balance Sheet
 
 
 
 
 
 
December 31, 2018
 
As Reported
 
Balances without Adoption of ASC 606
 
Effect of Change
ASSETS
 
 
 
 
 
Inventories
$
1,696,084

 
$
1,698,630

 
$
(2,546
)
Investment in unconsolidated entities
532,899

 
529,596

 
3,303

Intangible asset, net—related party
95,917

 
127,593

 
(31,676
)
Related party assets
61,039

 
11,205

 
49,834

Other assets
9,179

 
8,522

 
657

LIABILITIES
 
 
 
 
 
Accounts payable and other liabilities
161,139

 
162,588

 
(1,449
)
Related party liabilities
178,540

 
187,873

 
(9,333
)
CAPITAL
 
 
 
 
 
Retained earnings
33,811

 
20,210

 
13,601

Noncontrolling interest
1,261,491

 
1,244,738

 
16,753

Schedule of Revenue Disaggregated by Source and Reporting Segment The following tables present the Company’s consolidated revenues disaggregated by revenue source and reporting segment (see Note 15) (in thousands):
 
Year Ended December 31, 2018
 
Newhall
 
San Francisco
 
Great Park
 
Commercial
 
Total
Land sales
$
149

 
$
884

 
$

 
$

 
$
1,033

Management services

 
4,397

 
35,090

 
1,489

 
40,976

Operating properties
3,878

 
729

 

 

 
4,607

Total revenues subject to ASC 606
4,027

 
6,010

 
35,090

 
1,489

 
46,616

Operating properties leasing revenues
2,374

 

 

 

 
2,374

Total Revenues
$
6,401

 
$
6,010

 
$
35,090

 
$
1,489

 
$
48,990

XML 54 R36.htm IDEA: XBRL DOCUMENT v3.19.1
Acquisitions and Disposals (Tables)
12 Months Ended
Dec. 31, 2018
Business Combinations [Abstract]  
Schedule of Business Acquisitions, by Acquisition The equity issued for the Management Company, consisted of the following (in thousands, except unit/share and per unit amounts):
Class A common shares of the Company
798,161

Class A Common Units of the Operating Company
6,549,629

Total units/shares issued in consideration
7,347,790

Estimated fair value per Class A Common Unit of the Operating Company and Class A common share of the Company
$
23.61

Total equity consideration
$
173,488

Add: available cash distribution
450

Total consideration issued for the Management Company
$
173,938

The equity issued for the San Francisco Venture consisted of the following (in thousands, except unit and per unit amounts):
Class A Common Units in the Operating Company
378,578

Class A units at the San Francisco Venture exchangeable for Class A Common Units in the Operating Company
37,479,205

Total units issued/issuable in consideration
37,857,783

Estimated fair value per Class A Common Unit of the Operating Company
$
23.61

Total equity consideration
$
893,856

Add: contingent consideration
64,870

Less: capital commitment from seller
(120,000
)
Total consideration issued for the San Francisco Venture
$
838,726

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed The estimated total purchase price was allocated to Management Company’s assets and liabilities based upon fair values as determined by the Company, as follows (in thousands):
Assets acquired:
 
Investment in FPL
$
70,000

Intangible asset
129,705

Cash
3,664

Legacy Incentive Compensation receivable from related party
56,232

Related party receivables
5,282

Prepaid expenses and other current assets
328

Liabilities assumed:
 
Other liabilities
(2,397
)
Related party liabilities
(81,996
)
Accrued employee benefits
(6,880
)
Net assets acquired
$
173,938

The estimated fair value of the assets acquired and liabilities assumed, as well as the fair value of the noncontrolling interest in the San Francisco Venture as of the acquisition date, is as follows (in thousands):
Assets acquired:
 
Inventories
$
1,038,154

Other assets
827

Liabilities assumed:
 
Macerich Note
(65,130
)
Accounts payable
(17,715
)
Related party liabilities
(117,410
)
Net assets acquired
$
838,726

Adjustment to equity consideration, net (see table above)
55,130

 
$
893,856

Noncontrolling interest in the San Francisco Venture
$
884,917

Business Acquisition, Pro Forma Information The Company recorded revenue and losses related to the acquisition of the Management Company and the San Francisco Venture for the year ended December 31, 2016 as follows (in thousands):
 
2016
Revenue
$
15,223

Loss
$
(11,992
)
XML 55 R37.htm IDEA: XBRL DOCUMENT v3.19.1
Investment In Unconsolidated Entities (Tables)
12 Months Ended
Dec. 31, 2018
Equity Method Investments and Joint Ventures [Abstract]  
Equity Method Investments
The following table summarizes the statement of operations of the Great Park Venture for years ended December 31, 2018 and 2017 and for the period from the acquisition date of May 2, 2016 to December 31, 2016 (in thousands):
 
2018
 
2017
 
2016
Land sale revenues
$
175,689

 
$
480,934

 
$
22,505

Cost of land sales
(118,115
)
 
(339,100
)
 
(12,093
)
Other costs and expenses
(54,506
)
 
(105,772
)
 
(82,392
)
Net income (loss) of Great Park Venture
$
3,068

 
$
36,062

 
$
(71,980
)
The Company’s share of net income (loss)
$
1,151

 
$
13,523

 
$
(26,992
)
Basis difference (amortization) accretion
(2,057
)
 
(7,763
)
 
25,636

Equity in (loss) earnings from Great Park Venture
$
(906
)
 
$
5,760

 
$
(1,356
)

The following table summarizes the balance sheet data of the Great Park Venture and the Company’s investment balance as of December 31, 2018 and 2017 (in thousands):
 
2018
 
2017
Inventories
$
1,059,717

 
$
1,089,513

Cash and cash equivalents
60,663

 
336,313

Receivable and other assets
33,836

 
21,778

Total assets
$
1,154,216

 
$
1,447,604

Accounts payable and other liabilities
$
152,809

 
$
225,588

Redeemable Legacy Interests
209,967

 
445,000

Capital (Percentage Interest)
791,440

 
777,016

Total liabilities and capital
$
1,154,216

 
$
1,447,604

The Company’s share of capital in Great Park Venture
$
296,790

 
$
291,381

Unamortized basis difference
128,863

 
132,111

The Company’s investment in the Great Park Venture
$
425,653

 
$
423,492

The following table summarizes the statement of operations of the Gateway Commercial Venture for the year ended December 31, 2018 and from August 4, 2017 (the date of our initial investment) to December 31, 2017 (in thousands):
 
2018
 
2017
Rental revenues
$
26,580

 
$
9,245

Rental operating and other expenses
(4,963
)
 
(1,091
)
Depreciation and amortization
(11,730
)
 
(4,504
)
Interest expense
(11,563
)
 
(3,629
)
Net (loss) income of Gateway Commercial Venture
$
(1,676
)
 
$
21

Equity in (loss) earnings from Gateway Commercial Venture
$
(1,257
)
 
$
16

The following table summarizes the balance sheet data of the Gateway Commercial Venture and the Company’s investment balance as of December 31, 2018 and 2017 (in thousands):
 
2018
 
2017
Real estate and related intangible assets, net
$
464,123

 
$
448,795

Other assets
14,833

 
7,211

Total assets
$
478,956

 
$
456,006

Notes payable, net
$
295,440

 
$
286,795

Other liabilities, net
40,521

 
27,190

Members’ capital
142,995

 
142,021

Total liabilities and capital
$
478,956

 
$
456,006

The Company’s investment in the Gateway Commercial Venture
$
107,246

 
$
106,516

XML 56 R38.htm IDEA: XBRL DOCUMENT v3.19.1
Properties and Equipment, Net (Tables)
12 Months Ended
Dec. 31, 2018
Property, Plant and Equipment [Abstract]  
Schedule of Properties and Equipment Properties and equipment as of December 31, 2018 and 2017 consisted of the following (in thousands):

 
2018
 
2017
Agriculture operating properties and equipment
$
29,975

 
$
29,689

Other
7,166

 
4,890

Total properties and equipment
37,141

 
34,579

Accumulated depreciation
(5,464
)
 
(4,923
)
Properties and equipment, net
$
31,677

 
$
29,656

XML 57 R39.htm IDEA: XBRL DOCUMENT v3.19.1
Intangible Asset, Net—Related Party (Tables)
12 Months Ended
Dec. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Finite-Lived Intangible Assets The carrying amount and accumulated amortization of the intangible asset as of December 31, 2018 and 2017 were as follows (in thousands):
 
2018
 
2017
Gross carrying amount
$
129,705

 
$
129,705

Accumulated amortization
(33,788
)
 
(2,112
)
Net book value
$
95,917

 
$
127,593

XML 58 R40.htm IDEA: XBRL DOCUMENT v3.19.1
Related Party Transactions (Tables)
12 Months Ended
Dec. 31, 2018
Related Party Transactions [Abstract]  
Schedule of Related Party Transactions Related party assets and liabilities included in the Company’s consolidated balance sheets as of December 31, 2018 and 2017 consisted of the following (in thousands):

 
2018
 
2017
Assets:
 
 
 
Contract asset (see Note 3)
$
49,834

 
$

Prepaid rent
5,972

 

Other
5,233

 
3,158

 
$
61,039

 
$
3,158

Liabilities:
 
 
 
EB-5 loan reimbursements
$
102,692

 
$
102,692

Contingent consideration—Mall Venture project property
64,870

 
64,870

Deferred land sale revenue

 
9,860

Payable to holders of Management Company’s Class B interests
9,000

 
9,000

Other
1,978

 
248

 
$
178,540

 
$
186,670

XML 59 R41.htm IDEA: XBRL DOCUMENT v3.19.1
Notes Payable, Net (Tables)
12 Months Ended
Dec. 31, 2018
Debt Disclosure [Abstract]  
Schedule of Long-term Debt Instruments At December 31, 2018 and 2017, notes payable consisted of the following (in thousands):
 
2018
 
2017
7.875 % Senior Notes due 2025
$
500,000

 
$
500,000

Macerich Note
65,130

 
65,130

Settlement Note

 
5,000

Unamortized debt issuance costs and discount
(8,126
)
 
(9,512
)
 
$
557,004

 
$
560,618

XML 60 R42.htm IDEA: XBRL DOCUMENT v3.19.1
Commitments and Contingencies (Tables)
12 Months Ended
Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Future Minimum Rental Payments for Operating Leases As of December 31, 2018, minimum lease payments to be made under operating leases with initial terms in excess of one year and minimum lease payments to be received under noncancelable leases are as follows (in thousands):
Years Ending December 31,
 
Rental
Payments
 
Rental 
Receipts
2019
 
$
5,790

 
$
633

2020
 
4,846

 
556

2021
 
5,263

 
193

2022
 
5,420

 
145

2023
 
5,583

 
142

Thereafter
 
13,065

 
925

 
 
$
39,967

 
$
2,594

XML 61 R43.htm IDEA: XBRL DOCUMENT v3.19.1
Supplemental Cash Flow Information (Tables)
12 Months Ended
Dec. 31, 2018
Supplemental Cash Flow Elements [Abstract]  
Schedule of Supplemental Cash Flow Information Supplemental cash flow information for the years ended December 31, 2018, 2017 and 2016 is as follows (in thousands):
 
2018
 
2017
 
2016
SUPPLEMENTAL CASH FLOW INFORMATION:
 
 
 
 
 
Cash paid for interest, all of which was capitalized to inventories
$
43,892

 
$
4,211

 
$
2,807

 
 
 
 
 
 
NONCASH INVESTING AND FINANCING ACTIVITIES:
 
 
 
 
 
Liabilities assumed by buyer in connection with sale of golf course operating property
$
7,795

 
$

 
$

Class A common shares issued for redemption of noncontrolling interests
$
30,088

 
$

 
$

Contingent consideration related to acquisition of the San Francisco Venture (see Note 4)
$

 
$

 
$
64,870

Accrued deferred equity and debt offering costs
$

 
$

 
$
1,038

Capital issued in acquisition of interest in the Management Company (see Note 4)
$

 
$

 
$
173,488

Capital issued in acquisition of interest in the San Francisco Venture (see Note 4)
$

 
$

 
$
8,939

Capital issued in acquisition of interest in the Great Park Venture
$

 
$

 
$
419,088

Capital issued in purchase of rights to 12.5% of Non-Legacy Incentive Compensation from FPC-HF Venture I (see Note 4)
$

 
$

 
$
14,110

Recognition of TRA liability
$
18,963

 
$
56,216

 
$
201,845



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 consolidated statements of cash flows for the years ended December 31, 2018, 2017 and 2016 is as follows (in thousands):
 
2018
 
2017
 
2016
Cash and cash equivalents
$
495,694

 
$
848,478

 
$
62,304

Restricted cash and certificates of deposit
1,403

 
1,467

 
2,343

Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows
$
497,097

 
$
849,945

 
$
64,647

XML 62 R44.htm IDEA: XBRL DOCUMENT v3.19.1
Segment Reporting (Tables)
12 Months Ended
Dec. 31, 2018
Segment Reporting [Abstract]  
Segment Operating Results and Reconciliation to Consolidated Balances  Segment operating results and reconciliations to the Company’s consolidated balances are as follows:
 
For the year ended December 31, 2018
 
(in thousands)
 
Newhall
 
San Francisco
 
Great Park
 
Commercial
 
Total reportable segments
 
Removal of Great Park Venture (1)
 
Removal of Gateway Commercial Venture (1)
 
Add investment in Great Park Venture
 
Add investment in Gateway Commercial Venture
 
Other eliminations (2)
 
Corporate and unallocated (3)
 
Total Consolidated
Revenues
$
6,401

 
$
6,010

 
$
210,779

 
$
28,069

 
$
251,259

 
$
(175,689
)
 
$
(26,580
)
 
$

 
$

 
$

 
$

 
$
48,990

Depreciation and amortization
271

 
287

 
12,456

 
11,730

 
24,744

 

 
(11,730
)
 

 

 

 
210

 
13,224

Interest income
1

 

 
2,815

 

 
2,816

 
(2,815
)
 

 

 

 

 
11,766

 
11,767

Interest expense

 

 

 
11,563

 
11,563

 

 
(11,563
)
 

 

 

 

 

Segment profit (loss)/net profit (loss)
(6,802
)
 
(18,060
)
 
15,211

 
(187
)
 
(9,838
)
 
(3,068
)
 
1,676

 
(906
)
 
(1,257
)
 

 
(54,552
)
 
(67,945
)
Other significant items:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Segment assets
596,222

 
1,151,372

 
1,303,362

 
479,662

 
3,530,618

 
(1,154,216
)
 
(478,956
)
 
425,653

 
107,246

 
(730
)
 
494,277

 
2,923,892

Inventory assets and real estate related assets, net
559,126

 
1,136,958

 
1,059,717

 
464,123

 
3,219,924

 
(1,059,717
)
 
(464,123
)
 

 

 

 

 
1,696,084

Expenditures for long-lived assets (4)
198,008

 
73,177

 
109,292

 
27,030

 
407,507

 
(109,292
)
 
(27,030
)
 

 

 

 
2,354

 
273,539

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the year ended December 31, 2017
 
(in thousands)
 
Newhall
 
San Francisco
 
Great Park
 
Commercial
 
Total reportable segments
 
Removal of Great Park Venture (1)
 
Removal of Gateway Commercial Venture (1)
 
Add investment in Great Park Venture
 
Add investment in Gateway Commercial Venture
 
Other eliminations (2)
 
Corporate and unallocated (3)
 
Total Consolidated
Revenues
$
31,568

 
$
91,187

 
$
497,173

 
$
9,682

 
$
629,610

 
$
(480,934
)
 
$
(9,245
)
 
$

 
$

 
$

 
$

 
$
139,431

Depreciation and amortization
553

 
316

 

 
4,504

 
5,373

 

 
(4,504
)
 

 

 

 
185

 
1,054

Interest income
3

 

 
2,226

 

 
2,229

 
(2,226
)
 

 

 

 

 
2,574

 
2,577

Interest expense

 

 

 
3,628

 
3,628

 

 
(3,628
)
 

 

 

 

 

Segment profit (loss)/net profit (loss)
(12,358
)
 
(19,268
)
 
42,219

 
458

 
11,051

 
(36,061
)
 
(21
)
 
5,760

 
16

 

 
43,451

 
24,196

Other significant items:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Segment assets
444,407

 
1,123,266

 
1,578,142

 
456,292

 
3,602,107

 
(1,447,604
)
 
(456,006
)
 
423,492

 
106,516

 
(80,890
)
 
830,740

 
2,978,355

Inventory assets
361,943

 
1,063,949

 
1,089,513

 
448,795

 
2,964,200

 
(1,089,513
)
 
(448,795
)
 

 

 

 

 
1,425,892

Expenditures for long-lived assets (4)
84,024

 
62,188

 
311,932

 
446,072

 
904,216

 
(311,932
)
 
(446,072
)
 

 

 

 
1

 
146,213

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the year ended December 31, 2016
 
(in thousands)
 
Newhall
 
San Francisco
 
Great Park
 
Commercial
 
Total reportable segments
 
Removal of Great Park Venture (1)
 
Removal of Gateway Commercial Venture (1)
 
Add investment in Great Park Venture
 
Add investment in Gateway Commercial Venture
 
Other eliminations (2)
 
Corporate and unallocated (3)
 
Total Consolidated
Revenues
$
22,044

 
$
3,999

 
$
35,830

 
$

 
$
61,873

 
$
(22,505
)
 
$

 
$

 
$

 
$

 
$

 
$
39,368

Depreciation and amortization
492

 
195

 
2,113

 

 
2,800

 

 

 

 

 

 
58

 
2,858

Interest income
91

 

 
11,723

 

 
11,814

 
(11,723
)
 

 

 

 

 
77

 
168

Segment loss/net loss
(22,703
)
 
(14,204
)
 
(67,668
)
 

 
(104,575
)
 
71,980

 

 
(1,356
)
 

 

 
(62,666
)
 
(96,617
)
Other significant items:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Segment assets
416,445

 
1,134,196

 
1,669,679

 

 
3,220,320

 
(1,496,102
)
 

 
417,732

 

 
(69,462
)
 
42,094

 
2,114,582

Inventory assets
280,377

 
1,080,074

 
1,115,818

 

 
2,476,269

 
(1,115,818
)
 

 

 

 

 

 
1,360,451

Expenditures for long-lived assets (4)
21,686

 
42,113

 
123,008

 

 
186,807

 
(123,008
)
 

 

 

 

 
461

 
64,260


(1) Represents the removal of the Great Park Venture’s and Gateway Commercial Venture’s operating results and balances that are included in the Great Park segment and Commercial segment operating results and balances, respectively, but are not included in the Company’s consolidated results and balances.
(2) Represents intersegment balances that eliminate in consolidation.
(3) Corporate and unallocated activity is primarily comprised of corporate general, and administrative expenses and income taxes. Corporate and unallocated assets consist of cash, marketable securities, receivables, prepaids, and deferred equity offering and financing costs.
(4) Expenditures for long-lived inventory assets are net of cost reimbursements and include noncash project accruals and capitalized interest.

XML 63 R45.htm IDEA: XBRL DOCUMENT v3.19.1
Share-Based Compensation (Tables)
12 Months Ended
Dec. 31, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity The following table summarizes share-based equity compensation activity for the years ended December 31, 2018, 2017 and 2016:
 
Share-Based Awards
(in thousands)
 
Weighted-
Average Grant
Date Fair Value
Nonvested at January 1, 2016

 
$

Granted
2,350

 
$
19.81

Vested
(1,045
)
 
$
19.62

Nonvested at December 31, 2016
1,305

 
$
20.00

Granted
453

 
$
15.52

Vested
(673
)
 
$
19.26

Nonvested at December 31, 2017
1,085

 
$
18.57

Granted
1,724

 
$
14.81

Forfeited
(105
)
 
$
14.83

Vested
(811
)
 
$
18.76

Nonvested at December 31, 2018
1,893

 
$
15.27

XML 64 R46.htm IDEA: XBRL DOCUMENT v3.19.1
Employee Benefit Plans (Tables)
12 Months Ended
Dec. 31, 2018
Retirement Benefits [Abstract]  
Retirement Plan's Funded Status The Retirement Plan’s funded status and amounts recognized in the Company’s consolidated financial statements for the Retirement Plan as of and for the years ended December 31, 2018 and 2017 are as follows (in thousands):
 
2018
 
2017
Change in benefit obligation:
 
 
 
Projected benefit obligation—beginning of year
$
21,622

 
$
20,919

Interest cost
749

 
818

Benefits paid
(984
)
 
(929
)
Actuarial (gain) loss
(1,063
)
 
814

Projected benefit obligation—end of year
$
20,324

 
$
21,622

Change in plan assets:
 

 
 

Fair value of plan assets—beginning of year
$
18,829

 
$
16,778

Actual (loss) gain on plan assets
(1,168
)
 
2,450

Employer contributions
218

 
530

Benefits paid
(984
)
 
(929
)
Fair value of plan assets—end of year
$
16,895

 
$
18,829

Funded status
$
(3,429
)
 
$
(2,793
)
Amounts recognized in the consolidated balance sheet—liability
$
3,429

 
$
2,793

Amounts recognized in accumulated other comprehensive loss—net actuarial loss
$
(5,428
)
 
$
(4,266
)
Components of Net Period Benefit and Other Amounts Recognized in AOCI The components of net periodic benefit and other amounts recognized in accumulated other comprehensive loss as of December 31, 2018, 2017 and 2016, are as follows (in thousands):
 
 
2018
 
2017
 
2016
Net periodic benefit:
 
 
 
 
 
Interest cost
$
749

 
$
818

 
$
859

Expected return on plan assets
(1,146
)
 
(1,024
)
 
(1,007
)
Amortization of net actuarial loss
90

 
113

 
91

Net periodic benefit
(307
)
 
(93
)
 
(57
)
Adjustment to accumulated other comprehensive loss:
 

 
 

 
 

Net actuarial loss (gain)
1,252

 
(611
)
 
332

Amortization of net actuarial loss
(90
)
 
(113
)
 
(91
)
Total adjustment to accumulated other comprehensive loss
1,162

 
(724
)
 
241

Total recognized in net periodic benefit and accumulated other comprehensive loss
$
855

 
$
(817
)
 
$
184

Schedule of Weighted-Average Assumptions The weighted-average assumptions used to determine benefit obligations as of December 31, 2018 and 2017 were as follows:
 
2018
 
2017
Discount rate
4.20%
 
3.55%
Rate of compensation increase
N/A
 
N/A
The weighted-average assumptions used to determine net periodic expense for the years ended December 31, 2018, 2017 and 2016, were as follows:
 
 
2018
 
2017
 
2016
Discount rate
3.55%
 
4.10%
 
4.35%
Rate of compensation increase
N/A
 
N/A
 
N/A
Expected long-term return on plan assets
6.23%
 
6.33%
 
6.32%
Schedule of Retirement Plan's Assets at Fair Value The Retirement Plan’s assets at fair value as of December 31, 2018 and 2017, are as follows (in thousands):
 
Asset Category
2018
 
2017
Pooled and/or collective funds:
 

 
 

Equity funds:
 
 
 
Large cap
$
5,777

 
$
6,068

Mid cap
1,101

 
1,197

Small cap
1,579

 
1,777

International
1,654

 
2,060

Fixed-income funds—U.S. bonds and short term
6,784

 
7,727

Total
$
16,895

 
$
18,829

Schedule of Future Benefit Payments The Company’s funding policy is to contribute amounts sufficient to meet minimum requirements but not more than the maximum tax-deductible amount. The Company does not expect to have a minimum required contribution in 2019 and expects future benefit payments to be paid as follows (in thousands):    
 
2019
1,008

2020
2,211

2021
999

2022
1,563

2023
1,433

2024-2028
10,223

 
$
17,437

XML 65 R47.htm IDEA: XBRL DOCUMENT v3.19.1
Income Taxes (Tables)
12 Months Ended
Dec. 31, 2018
Income Tax Disclosure [Abstract]  
Schedule of Components of Income Tax Expense (Benefit) The (expense) benefit for income taxes for the years ended December 31, 2018, 2017 and 2016 was as follows (in thousands):

 
2018
 
2017
 
2016
Deferred income tax (expense) benefit:
 
 
 
 
 
Federal
$
5,066

 
$
(28,643
)
 
$
13,021

State
2,340

 
(6,501
)
 
3,826

Total deferred income tax benefit (expense)
7,406

 
(35,144
)
 
16,847

(Increase) decrease in valuation allowance
(16,585
)
 
35,146

 
(8,901
)
Expiration of unused loss carryforwards
(4
)
 
(2
)
 
(58
)
(Expense) benefit for income taxes
$
(9,183
)
 
$

 
$
7,888

Schedule of Deferred Tax Assets and Liabilities The tax effects of significant temporary differences are as follows (in thousands):
 
 
2018
 
2017
Deferred tax assets
 
 
 
Net operating loss carryforward
$
102,026

 
$
91,742

Tax receivable agreement
47,435

 
42,668

Other
1,382

 
1,043

Valuation allowance
(23,207
)
 
(7,891
)
Total deferred tax assets
127,636

 
127,562

Deferred tax liabilities-investments in subsidiaries
(136,819
)
 
(127,562
)
Deferred tax liability, net
$
(9,183
)
 
$

Schedule of Effective Income Tax Rate Reconciliation A reconciliation of the statutory rate and the effective tax rate for 2018, 2017 and 2016 is as follows:

 
2018
 
2017
 
2016
Statutory rate
21.00
 %
 
35.00
 %
 
35.00
 %
State income taxes-net of federal income tax benefit
6.98

 
5.75

 
5.75

Statutory federal tax rate change

 
21.30

 

Noncontrolling interests
(15.83
)
 
82.58

 
(24.63
)
Other
0.06

 
0.67

 

Valuation allowance related to the Tax Act
(15.63
)
 

 

Deferred tax asset valuation allowance
(12.20
)
 
(145.31
)
 
(8.51
)
Expiration of unused loss carryforwards
(0.01
)
 
0.01

 
(0.06
)
Effective rate
(15.63
)%
 
 %
 
7.55
 %
XML 66 R48.htm IDEA: XBRL DOCUMENT v3.19.1
Earnings Per Share (Tables)
12 Months Ended
Dec. 31, 2018
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted The following table summarizes the basic and diluted earnings per share/unit calculations for the years ended December 31, 2018, 2017 and 2016 (in thousands, except unit/shares and per unit/share amounts):

 
2018
 
2017
 
2016
Numerator:
 
 
 
 
 
Net (loss) income attributable to the Company
$
(34,714
)
 
$
73,235

 
$
(33,266
)
Adjustments to net (loss) income attributable to the Company
221

 
(750
)
 
(505
)
Net (loss) income attributable to common shareholders
$
(34,493
)
 
$
72,485

 
$
(33,771
)
Numeratorbasic common shares:
 
 
 
 
 
Net (loss) income attributable to common shareholders
$
(34,493
)
 
$
72,485

 
$
(33,771
)
Net income (loss) allocable to participating securities
$

 
$
(506
)
 
$

Allocation of net (loss) income among common shareholders
$
(34,493
)
 
$
71,979

 
$
(33,771
)
Numerator for basic net (loss) income available to Class A Common Shareholders/Unitholders
$
(34,480
)
 
$
71,947

 
$
(33,755
)
Numerator for basic net (loss) income available to Class B Common Shareholders
$
(13
)
 
$
32

 
(16
)
Numeratordiluted common shares:
 
 
 
 
 
Net (loss) income attributable to common shareholders
$
(34,493
)
 
$
72,485

 
$
(33,771
)
Reallocation of (loss) income to Company upon assumed exchange of common units
$

 
$
(48,289
)
 
$

Net (loss) income allocated to participating securities
$

 
$
(69
)
 
$

Allocation of net (loss) income among common shareholders
$
(34,493
)
 
$
24,127

 
$
(33,771
)
Numerator for diluted net (loss) income available to Class A Common Shareholders/Unitholders
$
(34,480
)
 
$
24,123

 
$
(33,755
)
Numerator for diluted net (loss) income available to Class B Common Shareholders
$
(13
)
 
$
4

 
$
(16
)
Denominator:
 
 
 
 
 
Basic weighted average Class A common shares outstanding
65,002,387

 
54,006,954

 
37,795,447

Diluted weighted average Class A common shares outstanding
65,002,387

 
133,007,828

 
37,795,447

Basic and diluted weighted average Class B common shares outstanding
79,859,730

 
78,821,553

 
49,547,050

Basic (loss) earnings per share/unit:
 
 
 
 
 
Class A common shares/Unit
$
(0.53
)
 
$
1.33

 
$
(0.89
)
Class B common shares
$
(0.00
)
 
$
0.00

 
$
(0.00
)
Diluted (loss) earnings per share/unit:
 
 
 
 
 
Class A common shares/Unit
$
(0.53
)
 
$
0.18

 
$
(0.89
)
Class B common shares
$
(0.00
)
 
$
0.00

 
$
(0.00
)
 
 
 
 
 
 
Anti-dilutive potential RSUs
72,579

 

 
1,304,804

Anti-dilutive potential restricted shares (weighted average)
1,817,020

 

 

Anti-dilutive potential Class A common shares/Units
(weighted average)
79,883,687

 

 
53,826,230

XML 67 R49.htm IDEA: XBRL DOCUMENT v3.19.1
Quarterly Financial Information (Unaudited) (Tables)
12 Months Ended
Dec. 31, 2018
Quarterly Financial Information Disclosure [Abstract]  
Quarterly Financial Information
 
2018 Quarterly Periods
 
(in thousands, except per share amounts)
 
First
 
Second
 
Third
 
Fourth
 
 
 
 
 
 
 
 
Revenues
$
14,967

 
$
13,090

 
$
12,988

 
$
7,945

Loss before income tax
(14,297
)
 
(11,303
)
 
(21,939
)
 
(11,223
)
Net loss attributable to the Company
(5,232
)
 
(5,160
)
 
(10,019
)
 
(14,303
)
Net loss attributable to the Company per Class A Share (Basic)
(0.08
)
 
(0.08
)
 
(0.15
)
 
(0.22
)
Net loss attributable to the Company per Class A Share (Diluted)
(0.10
)
 
(0.08
)
 
(0.15
)
 
(0.22
)
Net loss attributable to the Company per Class B Share (Basic and diluted)
(0.00
)
 
(0.00
)
 
(0.00
)
 
(0.00
)
 
 
 
 
 
 
 
 
 
2017 Quarterly Periods
 
(in thousands, except per share amounts)
 
First
 
Second
 
Third
 
Fourth (1)
 
 
 
 
 
 
 
 
Revenues
$
92,303

 
$
13,246

 
$
11,619

 
$
22,263

(Loss) income before income tax
(23,124
)
 
(24,289
)
 
(10,311
)
 
81,920

Net (loss) income attributable to the Company
(7,842
)
 
(9,783
)
 
(4,467
)
 
95,327

Net (loss) income attributable to the Company per Class A Share (Basic)
(0.20
)
 
(0.19
)
 
(0.07
)
 
1.50

Net (loss) income attributable to the Company per Class A Share (Diluted)
(0.20
)
 
(0.19
)
 
(0.07
)
 
0.56

Net (loss) income attributable to the Company per Class B Share (Basic and diluted)
(0.00
)
 
(0.00
)
 
(0.00
)
 
0.00


(1) Included in the quarterly financial results for the fourth quarter of 2017 is other income of $105.6 million related to a reduction in the Company’s payable pursuant to tax receivable agreement, primarily as a result of the Tax Act’s reduction in the corporate tax rate.
XML 68 R50.htm IDEA: XBRL DOCUMENT v3.19.1
Business and Organization (Details)
12 Months Ended
May 15, 2017
USD ($)
$ / shares
shares
Mar. 31, 2017
May 02, 2016
USD ($)
vote
class
shares
Dec. 31, 2018
USD ($)
class
shares
Dec. 31, 2017
USD ($)
shares
Dec. 31, 2016
USD ($)
Proceeds of Initial Public Offering of Class A common shares | $       $ 0 $ 319,698,000 $ 0
Number of classes of membership units | class     2      
Proceeds of Class B common share offering | $       $ 0 $ 45,000 $ 470,000
Heritage Fields LLC            
Percentage of equity ownership     37.50%      
Five Point Land Units Exchanged For Class A Common Units            
Units contributed     7,513,807      
The San Francisco Venture            
Number of classes of membership units | class       2    
Units issued/issuable in consideration (in shares)     37,857,783      
Heritage Fields LLC            
Units acquired (in shares) | $     $ 17,749,756      
Class A Units | Five Point Land Units Exchanged For Class A Common Units            
Units received     7,513,807      
Class A Units | The San Francisco Venture            
Reverse share split ratio   6.33        
Units issued/issuable in consideration (in shares)     378,578      
Class A Units | Five Point Communities, LP            
Units issued/issuable in consideration (in shares)     6,549,629      
Class B Units | The San Francisco Venture            
Reverse share split ratio   6.33        
Common Class A            
Common shares issued (in shares)       66,810,980 62,314,850  
Number of shares converted     1      
Common Class A | Five Point Communities, LP            
Units issued/issuable in consideration (in shares)     798,161      
Common Class B            
Common shares issued (in shares) 7,142,857     78,838,736 81,463,433  
Number of votes per share | vote     1      
Per share distributions for Class A Common Shareholders (percent)     0.03% 0.03%    
Common Class B | Holders of Class A Units of San Francisco Venture            
Stock issued (in shares)     74,320,576      
Proceeds of Class B common share offering | $     $ 500,000      
IPO            
Proceeds of Initial Public Offering of Class A common shares | $ $ 338,100,000          
Net proceeds from initial public offering | $ $ 319,700,000          
IPO | Common Class A            
Stock issued (in shares) 24,150,000          
Price per share sold (in usd per share) | $ / shares $ 14.00          
Number of votes per share | vote     1      
Over-Allotment Option | Common Class A            
Stock issued (in shares) 3,150,000          
Private Placement            
Proceeds from private placement | $ $ 100,000,000.0          
Five Point Operating Company, LLC | Class A Units            
Reverse share split ratio   6.33        
Five Point Operating Company, LLC | Class B Units            
Reverse share split ratio   6.33        
Five Point Operating Company, LLC | Affiliated Entity | Class A Units | The San Francisco Venture            
Units issued/issuable in consideration (in shares)     378,578      
Five Point Operating Company, LLC | Affiliated Entity | Private Placement | Class A Units | Lennar Corporation            
Common units issued (in shares) 7,142,857          
Five Point Holdings, LLC | Common Class A            
Reverse share split ratio   6.33        
Five Point Holdings, LLC | Common Class B            
Reverse share split ratio   6.33        
Five Point Holdings, LLC | Private Placement | Class B Units            
Price per share sold (in usd per share) | $ / shares $ 0.00633          
Five Point Holdings, LLC | Private Placement | Common Class B            
Price per share sold (in usd per share) | $ / shares $ 0.00633          
Parent Company | Five Point Operating Company, LLC | Affiliated Entity            
Ownership percentage of outstanding common units       61.70% 58.60%  
Parent Company | Five Point Operating Company, LLC | Affiliated Entity | IPO | Class A Units            
Units purchased 24,150,000          
Parent Company | Five Point Operating Company, LLC | Affiliated Entity | Private Placement | Class B Units            
Units purchased 7,142,857          
XML 69 R51.htm IDEA: XBRL DOCUMENT v3.19.1
Summary of Significant Accounting Policies - Properties and Equipment (Details)
12 Months Ended
Dec. 31, 2018
Land Improvements | Minimum  
Property, Plant and Equipment [Line Items]  
Estimated useful life (in years) 10 years
Land Improvements | Maximum  
Property, Plant and Equipment [Line Items]  
Estimated useful life (in years) 40 years
Buildings | Minimum  
Property, Plant and Equipment [Line Items]  
Estimated useful life (in years) 10 years
Buildings | Maximum  
Property, Plant and Equipment [Line Items]  
Estimated useful life (in years) 40 years
Furniture and Fixtures | Minimum  
Property, Plant and Equipment [Line Items]  
Estimated useful life (in years) 2 years
Furniture and Fixtures | Maximum  
Property, Plant and Equipment [Line Items]  
Estimated useful life (in years) 15 years
Equipment | Minimum  
Property, Plant and Equipment [Line Items]  
Estimated useful life (in years) 2 years
Equipment | Maximum  
Property, Plant and Equipment [Line Items]  
Estimated useful life (in years) 15 years
XML 70 R52.htm IDEA: XBRL DOCUMENT v3.19.1
Summary of Significant Accounting Policies - Narrative (Details) - USD ($)
$ in Thousands
1 Months Ended 12 Months Ended
Jan. 31, 2018
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
New Accounting Pronouncements or Change in Accounting Principle [Line Items]        
Assets held for sale   $ 0 $ 4,519  
Assets held for sale, property and equipment     3,700  
Assets held for sale, property and equipment, accumulated depreciation     1,900  
Assets held for sale, other assets     800  
Liabilities related to assets held for sale   0 5,363  
Liabilities related to assets held for sale, club membership liabilities     5,300  
Liabilities related to assets held for sale, other liabilities     100  
Proceeds from sale of golf club operating properties $ 5,900 5,685 0 $ 0
Interest cost capitalized   54,800 9,400 3,500
Advertising costs   2,000 $ 4,300 $ 3,500
Deferred equity offering costs   $ 2,900    
XML 71 R53.htm IDEA: XBRL DOCUMENT v3.19.1
Summary of Significant Accounting Policies - Miscellaneous Income (Details) - USD ($)
$ in Thousands
1 Months Ended 12 Months Ended
Jan. 31, 2018
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Accounting Policies [Abstract]        
Gain on sale of golf club operating property $ 6,700 $ 6,700 $ 0 $ 0
Gain on insurance claims   1,566 0 0
Net periodic pension benefit   307 93 57
Total miscellaneous other income   $ 8,573 $ 93 $ 57
XML 72 R54.htm IDEA: XBRL DOCUMENT v3.19.1
Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Jan. 01, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]        
Selling, general, and administrative $ (98,983) $ (122,367) $ (120,724)  
Accounting Standards Update 2016-02 | Minimum        
New Accounting Pronouncements or Change in Accounting Principle [Line Items]        
Right-of-use assets 30,000      
Accounting Standards Update 2016-02 | Maximum        
New Accounting Pronouncements or Change in Accounting Principle [Line Items]        
Right-of-use assets $ 40,000      
Accounting Standards Update 2017-07        
New Accounting Pronouncements or Change in Accounting Principle [Line Items]        
Selling, general, and administrative   $ 93 $ 57  
Subsequent Event | Accounting Standards Update 2016-02 | Minimum        
New Accounting Pronouncements or Change in Accounting Principle [Line Items]        
Total lease liabilities       $ 25,000
Subsequent Event | Accounting Standards Update 2016-02 | Maximum        
New Accounting Pronouncements or Change in Accounting Principle [Line Items]        
Total lease liabilities       $ 35,000
XML 73 R55.htm IDEA: XBRL DOCUMENT v3.19.1
Summary of Significant Accounting Policies - Cumulative Effect From Adoption of New Revenue Guidance (Details) - USD ($)
$ in Thousands
Dec. 31, 2018
Jan. 01, 2018
Dec. 31, 2017
Dec. 31, 2016
ASSETS        
INVENTORIES $ 1,696,084 $ 1,416,435 $ 1,425,892 $ 1,360,451
INVESTMENT IN UNCONSOLIDATED ENTITIES 532,899 533,074 530,007  
INTANGIBLE ASSET, NET—RELATED PARTY 95,917 108,373 127,593  
Related party assets 61,039 41,490 3,158  
Other Assets 9,179 8,301 7,585  
LIABILITIES:        
Accounts payable and other liabilities 161,139 165,898 167,620  
Related party liabilities 178,540 177,185 186,670  
Capital [Abstract]        
Retained earnings 33,811 68,525 57,841  
Noncontrolling interests 1,261,491 1,334,169 1,320,208  
Calculated under Revenue Guidance in Effect before Topic 606        
ASSETS        
INVENTORIES 1,698,630   1,425,892  
INVESTMENT IN UNCONSOLIDATED ENTITIES 529,596   530,007  
INTANGIBLE ASSET, NET—RELATED PARTY 127,593   127,593  
Related party assets 11,205   3,158  
Other Assets 8,522   7,585  
LIABILITIES:        
Accounts payable and other liabilities 162,588   167,620  
Related party liabilities 187,873   186,670  
Capital [Abstract]        
Retained earnings 20,210   57,841  
Noncontrolling interests 1,244,738   $ 1,320,208  
Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606        
ASSETS        
INVENTORIES (2,546) (9,457)    
INVESTMENT IN UNCONSOLIDATED ENTITIES 3,303 3,067    
INTANGIBLE ASSET, NET—RELATED PARTY (31,676) (19,220)    
Related party assets 49,834 38,332    
Other Assets 657 716    
LIABILITIES:        
Accounts payable and other liabilities (1,449) (1,722)    
Related party liabilities (9,333) (9,485)    
Capital [Abstract]        
Retained earnings 13,601 10,684    
Noncontrolling interests $ 16,753 $ 13,961    
XML 74 R56.htm IDEA: XBRL DOCUMENT v3.19.1
Summary of Significant Accounting Policies - Effect of Changes to Condensed Consolidated Statement of Cash Flows (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
CASH FLOWS FROM INVESTING ACTIVITIES:    
Decrease in restricted cash and certificates of deposits $ 0 $ 0
NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 785,298 (47,927)
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period 64,647 112,574
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH—End of period 849,945 64,647
Previously Reported    
CASH FLOWS FROM INVESTING ACTIVITIES:    
Decrease in restricted cash and certificates of deposits 876 1,574
NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 786,174 (46,353)
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period 62,304 108,657
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH—End of period 848,478 62,304
Accounting Standards Update 2016-18 | Restatement Adjustment    
CASH FLOWS FROM INVESTING ACTIVITIES:    
Decrease in restricted cash and certificates of deposits (876) (1,574)
NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH (876) (1,574)
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period 2,343 3,917
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH—End of period $ 1,467 $ 2,343
XML 75 R57.htm IDEA: XBRL DOCUMENT v3.19.1
Revenue Impact of New Revenue Standard on Condensed Consolidated Financial Statements (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Jan. 01, 2018
REVENUES:                        
Revenue from customers                 $ 46,616      
COSTS AND EXPENSES:                        
EQUITY IN (LOSS) EARNINGS FROM UNCONSOLIDATED ENTITIES                 (2,163) $ 5,776 $ (1,356)  
Segment profit (loss)/net profit (loss)                 (67,945) 24,196 (96,617)  
LESS NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS                 (33,231) (49,039) (63,351)  
Net (loss) income attributable to the Company $ (14,303) $ (10,019) $ (5,160) $ (5,232) $ 95,327 $ (4,467) $ (9,783) $ (7,842) (34,714) 73,235 (33,266)  
ASSETS                        
INVENTORIES 1,696,084       1,425,892       1,696,084 1,425,892 1,360,451 $ 1,416,435
INVESTMENT IN UNCONSOLIDATED ENTITIES 532,899       530,007       532,899 530,007   533,074
INTANGIBLE ASSET, NET—RELATED PARTY 95,917       127,593       95,917 127,593   108,373
RELATED PARTY ASSETS 61,039       3,158       61,039 3,158   41,490
OTHER ASSETS 9,179       7,585       9,179 7,585   8,301
LIABILITIES:                        
Accounts payable and other liabilities 161,139       167,620       161,139 167,620   165,898
Related party liabilities 178,540       186,670       178,540 186,670   177,185
Capital [Abstract]                        
Retained earnings 33,811       57,841       33,811 57,841   68,525
Noncontrolling interests 1,261,491       1,320,208       1,261,491 1,320,208   1,334,169
Calculated under Revenue Guidance in Effect before Topic 606                        
COSTS AND EXPENSES:                        
EQUITY IN (LOSS) EARNINGS FROM UNCONSOLIDATED ENTITIES                 (2,399)      
Segment profit (loss)/net profit (loss)                 (73,654)      
LESS NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS                 (36,023)      
Net (loss) income attributable to the Company                 (37,631)      
ASSETS                        
INVENTORIES 1,698,630       1,425,892       1,698,630 1,425,892    
INVESTMENT IN UNCONSOLIDATED ENTITIES 529,596       530,007       529,596 530,007    
INTANGIBLE ASSET, NET—RELATED PARTY 127,593       127,593       127,593 127,593    
RELATED PARTY ASSETS 11,205       3,158       11,205 3,158    
OTHER ASSETS 8,522       7,585       8,522 7,585    
LIABILITIES:                        
Accounts payable and other liabilities 162,588       167,620       162,588 167,620    
Related party liabilities 187,873       186,670       187,873 186,670    
Capital [Abstract]                        
Retained earnings 20,210       57,841       20,210 57,841    
Noncontrolling interests 1,244,738       $ 1,320,208       1,244,738 1,320,208    
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09                        
COSTS AND EXPENSES:                        
EQUITY IN (LOSS) EARNINGS FROM UNCONSOLIDATED ENTITIES                 236      
Segment profit (loss)/net profit (loss)                 5,709      
LESS NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS                 2,792      
Net (loss) income attributable to the Company                 2,917      
ASSETS                        
INVENTORIES (2,546)               (2,546)     (9,457)
INVESTMENT IN UNCONSOLIDATED ENTITIES 3,303               3,303     3,067
INTANGIBLE ASSET, NET—RELATED PARTY (31,676)               (31,676)     (19,220)
RELATED PARTY ASSETS 49,834               49,834     38,332
OTHER ASSETS 657               657     716
LIABILITIES:                        
Accounts payable and other liabilities (1,449)               (1,449)     (1,722)
Related party liabilities (9,333)               (9,333)     (9,485)
Capital [Abstract]                        
Retained earnings 13,601               13,601     10,684
Noncontrolling interests $ 16,753               16,753     $ 13,961
Land sales                        
REVENUES:                        
Revenue from customers                 133 17,257 9,561  
COSTS AND EXPENSES:                        
Cost of goods and services sold                 (165) 84,659 356  
Land sales | Calculated under Revenue Guidance in Effect before Topic 606                        
REVENUES:                        
Revenue from customers                 486      
COSTS AND EXPENSES:                        
Cost of goods and services sold                 (378)      
Land sales | Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09                        
REVENUES:                        
Revenue from customers                 (353)      
COSTS AND EXPENSES:                        
Cost of goods and services sold                 213      
Management services                        
COSTS AND EXPENSES:                        
Cost of goods and services sold                 23,962 10,791 9,122  
Management services | Calculated under Revenue Guidance in Effect before Topic 606                        
COSTS AND EXPENSES:                        
Cost of goods and services sold                 11,506      
Management services | Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09                        
COSTS AND EXPENSES:                        
Cost of goods and services sold                 12,456      
Operating properties                        
REVENUES:                        
Revenue from customers                 6,981      
COSTS AND EXPENSES:                        
Cost of goods and services sold                 5,077 11,450 10,656  
Operating properties | Calculated under Revenue Guidance in Effect before Topic 606                        
REVENUES:                        
Revenue from customers                 6,667      
COSTS AND EXPENSES:                        
Cost of goods and services sold                 4,935      
Operating properties | Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09                        
REVENUES:                        
Revenue from customers                 314      
COSTS AND EXPENSES:                        
Cost of goods and services sold                 142      
Affiliated Entity | Land sales                        
REVENUES:                        
Revenue from customers                 900 87,556 2,512  
Affiliated Entity | Land sales | Calculated under Revenue Guidance in Effect before Topic 606                        
REVENUES:                        
Revenue from customers                 497      
Affiliated Entity | Land sales | Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09                        
REVENUES:                        
Revenue from customers                 403      
Affiliated Entity | Management services                        
REVENUES:                        
Revenue from customers                 40,976 22,517 16,856  
COSTS AND EXPENSES:                        
Cost of goods and services sold                 0 $ 0 $ 1,716  
Affiliated Entity | Management services | Calculated under Revenue Guidance in Effect before Topic 606                        
REVENUES:                        
Revenue from customers                 23,055      
Affiliated Entity | Management services | Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09                        
REVENUES:                        
Revenue from customers                 $ 17,921      
XML 76 R58.htm IDEA: XBRL DOCUMENT v3.19.1
Revenue Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Disaggregation of Revenue [Line Items]                      
Revenue from customers                 $ 46,616    
Revenues $ 7,945 $ 12,988 $ 13,090 $ 14,967 $ 22,263 $ 11,619 $ 13,246 $ 92,303 48,990 $ 139,431 $ 39,368
Land sales                      
Disaggregation of Revenue [Line Items]                      
Revenue from customers                 1,033    
Management Services                      
Disaggregation of Revenue [Line Items]                      
Revenue from customers                 40,976    
Operating properties                      
Disaggregation of Revenue [Line Items]                      
Revenue from customers                 4,607    
Operating properties leasing revenues                 2,374    
Newhall                      
Disaggregation of Revenue [Line Items]                      
Revenue from customers                 4,027    
Revenues                 6,401    
Newhall | Land sales                      
Disaggregation of Revenue [Line Items]                      
Revenue from customers                 149    
Newhall | Management Services                      
Disaggregation of Revenue [Line Items]                      
Revenue from customers                 0    
Newhall | Operating properties                      
Disaggregation of Revenue [Line Items]                      
Revenue from customers                 3,878    
Operating properties leasing revenues                 2,374    
San Francisco                      
Disaggregation of Revenue [Line Items]                      
Revenue from customers                 6,010    
Revenues                 6,010    
San Francisco | Land sales                      
Disaggregation of Revenue [Line Items]                      
Revenue from customers                 884    
San Francisco | Management Services                      
Disaggregation of Revenue [Line Items]                      
Revenue from customers                 4,397    
San Francisco | Operating properties                      
Disaggregation of Revenue [Line Items]                      
Revenue from customers                 729    
Operating properties leasing revenues                 0    
Great Park                      
Disaggregation of Revenue [Line Items]                      
Revenue from customers                 35,090    
Revenues                 35,090    
Great Park | Land sales                      
Disaggregation of Revenue [Line Items]                      
Revenue from customers                 0    
Great Park | Management Services                      
Disaggregation of Revenue [Line Items]                      
Revenue from customers                 35,090    
Great Park | Operating properties                      
Disaggregation of Revenue [Line Items]                      
Revenue from customers                 0    
Operating properties leasing revenues                 0    
Commercial                      
Disaggregation of Revenue [Line Items]                      
Revenue from customers                 1,489    
Revenues                 1,489    
Commercial | Land sales                      
Disaggregation of Revenue [Line Items]                      
Revenue from customers                 0    
Commercial | Management Services                      
Disaggregation of Revenue [Line Items]                      
Revenue from customers                 1,489    
Commercial | Operating properties                      
Disaggregation of Revenue [Line Items]                      
Revenue from customers                 0    
Operating properties leasing revenues                 $ 0    
XML 77 R59.htm IDEA: XBRL DOCUMENT v3.19.1
Revenue Additional Information (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Capitalized Contract Cost [Line Items]    
Contract assets $ 50.6 $ 39.0
Increase from revenue recognized 11.6  
Increase in contract assets 18.6  
Contract asset balance, variance cash consideration component 7.0  
Great Park    
Capitalized Contract Cost [Line Items]    
Revenue, remaining performance obligation, amount $ 56.0  
XML 78 R60.htm IDEA: XBRL DOCUMENT v3.19.1
Acquisitions and Disposals - Narrative (Details)
$ / shares in Units, $ in Thousands
1 Months Ended 6 Months Ended 12 Months Ended
May 02, 2016
USD ($)
installment_payments
class
$ / shares
shares
Jan. 31, 2018
USD ($)
Jun. 30, 2018
USD ($)
Dec. 31, 2018
USD ($)
class
Dec. 31, 2017
USD ($)
Dec. 31, 2016
USD ($)
Dec. 31, 2014
Business Acquisition [Line Items]              
Right to exchange, conversion ratio       1      
Number of classes of membership units | class 2            
Renewal term     3 years        
Additional renewal term     2 years        
Proceeds from sale of golf club operating properties   $ 5,700          
Gain on sale of golf course operating propertiesperties   $ 6,700   $ 6,700 $ 0 $ 0  
Mall Venture              
Business Acquisition [Line Items]              
Percentage of equity ownership 49.90%            
Affiliated Entity | Contract asset              
Business Acquisition [Line Items]              
Number of installment payments | installment_payments 4            
Second installment payable (in days) 90 days            
Third installment payable (in days) 180 days            
Final installment payable (in days) 270 days            
Affiliated Entity | Legacy Incentive Compensation Receivable              
Business Acquisition [Line Items]              
Related party payment received       $ 58,300      
Distributions to holders of Class B interests     $ 58,300        
The San Francisco Venture              
Business Acquisition [Line Items]              
Units issued/issuable in consideration (in shares) | shares 37,857,783            
Capital commitment from seller $ 120,000            
Incentive compensation obligation 117,410            
Closing cash adjustments 14,600            
Macerich note $ 65,130            
Number of classes of membership units | class       2      
Estimated fair value per Class A Common Unit of the Operating Company | $ / shares $ 23.61            
The San Francisco Venture | CPHP Development, LLC              
Business Acquisition [Line Items]              
Incentive compensation obligation $ 102,700            
The San Francisco Venture | Class A Units              
Business Acquisition [Line Items]              
Units issued/issuable in consideration (in shares) | shares 378,578            
The San Francisco Venture | Affiliated Entity | Five Point Operating Company, LLC              
Business Acquisition [Line Items]              
Percentage of distributions entitled to receive 99.00%            
The San Francisco Venture | Affiliated Entity | Class A Units | Five Point Operating Company, LLC              
Business Acquisition [Line Items]              
Units issued/issuable in consideration (in shares) | shares 378,578            
Equity interests acquired in exchange (in shares) | shares 378,578            
The San Francisco Venture | Affiliated Entity | Acquisition-related Costs              
Business Acquisition [Line Items]              
Transaction costs           $ 1,800  
The Management Company              
Business Acquisition [Line Items]              
Units issued/issuable in consideration (in shares) | shares 7,347,790            
Incentive compensation obligation $ 81,996            
Estimated fair value per Class A Common Unit of the Operating Company | $ / shares $ 23.61            
The Management Company | Management Company Joint Venture | FPC-HF Venture I              
Business Acquisition [Line Items]              
Incentive compensation rights sold (percent)             12.50%
Ownership percentage by minority owners 12.50%            
Incentive compensation rights contributed, legacy (percent) 12.50%     12.50%      
The Management Company | Management Company Joint Venture | FPL              
Business Acquisition [Line Items]              
Amount awarded to management company 2.48%            
The Management Company | Affiliated Entity | Five Point Operating Company, LLC              
Business Acquisition [Line Items]              
Incentive compensation rights, non-legacy (percent) 12.50%            
The Management Company | Affiliated Entity | Five Point Operating Company, LLC | Operating Company              
Business Acquisition [Line Items]              
Incentive compensation obligation $ 14,100            
XML 79 R61.htm IDEA: XBRL DOCUMENT v3.19.1
Acquisitions and Disposals - Consideration Transferred (Details)
$ / shares in Units, $ in Thousands
May 02, 2016
USD ($)
$ / shares
shares
The San Francisco Venture  
Business Acquisition [Line Items]  
Units issued/issuable in consideration (in shares) | shares 37,857,783
Estimated fair value per Class A Common Unit of the Operating Company | $ / shares $ 23.61
Total equity consideration $ 893,856
Add: contingent consideration 64,870
Less: capital commitment from seller (120,000)
Total consideration issued for the San Francisco Venture $ 838,726
The San Francisco Venture | Class A Units  
Business Acquisition [Line Items]  
Units issued/issuable in consideration (in shares) | shares 378,578
The Management Company  
Business Acquisition [Line Items]  
Units issued/issuable in consideration (in shares) | shares 7,347,790
Estimated fair value per Class A Common Unit of the Operating Company | $ / shares $ 23.61
Total equity consideration $ 173,488
Add: available cash distribution 450
Total consideration issued for the San Francisco Venture $ 173,938
The Management Company | Common Class A  
Business Acquisition [Line Items]  
Units issued/issuable in consideration (in shares) | shares 798,161
Five Point Operating Company, LLC | The San Francisco Venture | Class A Units  
Business Acquisition [Line Items]  
Units issued/issuable in consideration (in shares) | shares 37,479,205
Five Point Operating Company, LLC | The Management Company | Class A Units  
Business Acquisition [Line Items]  
Units issued/issuable in consideration (in shares) | shares 6,549,629
XML 80 R62.htm IDEA: XBRL DOCUMENT v3.19.1
Acquisitions and Disposals - Assets Acquired and Liabilities Assumed (Details)
$ in Thousands
May 02, 2016
USD ($)
The San Francisco Venture  
Assets acquired:  
Inventories $ 1,038,154
Other assets 827
Liabilities assumed:  
Macerich Note (65,130)
Accounts payable (17,715)
Related party liabilities (117,410)
Net assets acquired 838,726
Adjustment to equity consideration, net (see table above) 55,130
Total equity consideration 893,856
Noncontrolling interest in the San Francisco Venture 884,917
The Management Company  
Assets acquired:  
Investment in FPL 70,000
Intangible asset 129,705
Cash 3,664
Prepaid expenses and other current assets 328
Liabilities assumed:  
Other liabilities (2,397)
Related party liabilities (81,996)
Accrued employee benefits (6,880)
Net assets acquired 173,938
Total equity consideration 173,488
The Management Company | Legacy Incentive Compensation Receivable  
Assets acquired:  
Related party receivables 56,232
The Management Company | Related Party Receivables  
Assets acquired:  
Related party receivables $ 5,282
XML 81 R63.htm IDEA: XBRL DOCUMENT v3.19.1
Acquisitions and Disposals - Pro Forma Information (Details) - The Management Company and The San Francisco Venture
$ in Thousands
12 Months Ended
Dec. 31, 2016
USD ($)
Business Acquisition [Line Items]  
Revenue $ 15,223
Loss $ (11,992)
XML 82 R64.htm IDEA: XBRL DOCUMENT v3.19.1
Investment In Unconsolidated Entities - Narrative (Details)
1 Months Ended 12 Months Ended
Aug. 10, 2017
USD ($)
Aug. 04, 2017
USD ($)
individual
May 02, 2016
USD ($)
Jul. 31, 2018
USD ($)
Dec. 31, 2018
USD ($)
Dec. 31, 2017
USD ($)
Dec. 31, 2016
USD ($)
Schedule of Equity Method Investments [Line Items]              
Capital contribution to Gateway Capital Venture         $ 8,438,000 $ 106,500,000 $ 0
Distribution from Gateway Commercial Venture         6,450,000 0 $ 0
Great Park              
Schedule of Equity Method Investments [Line Items]              
Distribution to certain interest holders, aggregate         $ 355,000,000.0    
FPOVHI Member, LLC | Five Point Office Venture Holdings I, LLC Acquisition              
Schedule of Equity Method Investments [Line Items]              
Purchase price   $ 106,500,000          
Percentage interest in venture   75.00%          
Number of individuals entitled to be appointed to executive committee | individual   2          
Gateway Commercial Venture | Broadcom Campus              
Schedule of Equity Method Investments [Line Items]              
Purchase price $ 443,000,000.0            
Five Point Office Venture I, LLC | Mortgage Loan Agreement              
Schedule of Equity Method Investments [Line Items]              
Debt financing 291,200,000            
Debt financing, additional financing $ 48,000,000.0            
Great Park              
Schedule of Equity Method Investments [Line Items]              
Distributions entitled to be received     $ 476,000,000.0        
Potential additional distributions entitled to be received     $ 89,000,000.0        
Percentage of equity ownership     37.50%   37.50%    
Stock issued to acquire investments (in shares)     $ 17,749,756        
Unamortized basis difference     $ 114,200,000   $ 128,863,000 $ 132,111,000  
Gateway Commercial Venture              
Schedule of Equity Method Investments [Line Items]              
Percentage of equity ownership         75.00%    
Capital contribution to Gateway Capital Venture       $ 8,400,000      
Gateway Commercial Venture | Five Point Office Venture I, LLC | Mortgage Loan Agreement              
Schedule of Equity Method Investments [Line Items]              
Distribution from Gateway Commercial Venture         $ 6,500,000    
XML 83 R65.htm IDEA: XBRL DOCUMENT v3.19.1
Investment In Unconsolidated Entities - Summarized Statement of Operations (Details) - USD ($)
$ in Thousands
2 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Equity Method Investment, Summarized Financial Information, Income Statement [Abstract]        
Equity in (loss) earnings from Great Park Venture   $ (2,163) $ 5,776 $ (1,356)
Great Park        
Equity Method Investment, Summarized Financial Information, Income Statement [Abstract]        
Land sale revenues   175,689 480,934 22,505
Cost of land sales   (118,115) (339,100) (12,093)
Other costs and expenses   (54,506) (105,772) (82,392)
Net income (loss) of Great Park Venture   3,068 36,062 (71,980)
The Company’s share of net income (loss)   1,151 13,523 (26,992)
Basis difference (amortization) accretion   (2,057) (7,763) 25,636
Equity in (loss) earnings from Great Park Venture   (906) $ 5,760 $ (1,356)
Gateway Commercial Venture        
Equity Method Investment, Summarized Financial Information, Income Statement [Abstract]        
Rental revenues $ 9,245 26,580    
Rental operating and other expenses (1,091) (4,963)    
Depreciation and amortization (4,504) (11,730)    
Interest expense (3,629) (11,563)    
Net income (loss) of Great Park Venture 21 (1,676)    
Equity in (loss) earnings from Great Park Venture $ 16      
Gateway Commercial Venture | Gateway Commercial Venture        
Equity Method Investment, Summarized Financial Information, Income Statement [Abstract]        
Equity in (loss) earnings from Great Park Venture   $ (1,257)    
XML 84 R66.htm IDEA: XBRL DOCUMENT v3.19.1
Investment In Unconsolidated Entities - Summarized Balance Sheet Data (Details) - USD ($)
$ in Thousands
Dec. 31, 2018
Jan. 01, 2018
Dec. 31, 2017
May 02, 2016
Equity Method Investment, Summarized Financial Information, Liabilities and Equity [Abstract]        
The Company’s investment in the Great Park Venture $ 532,899 $ 533,074 $ 530,007  
Great Park        
Equity Method Investment, Summarized Financial Information, Assets [Abstract]        
Inventories 1,059,717   1,089,513  
Cash and cash equivalents 60,663   336,313  
Receivable and other assets 33,836   21,778  
Total assets 1,154,216   1,447,604  
Equity Method Investment, Summarized Financial Information, Liabilities and Equity [Abstract]        
Accounts payable and other liabilities 152,809   225,588  
Redeemable Legacy Interests 209,967   445,000  
Capital (Percentage Interest) 791,440   777,016  
Total liabilities and capital 1,154,216   1,447,604  
The Company’s share of capital in Great Park Venture 296,790   291,381  
Unamortized basis difference 128,863   132,111 $ 114,200
The Company’s investment in the Great Park Venture 425,653   423,492  
Gateway Commercial Venture        
Equity Method Investment, Summarized Financial Information, Assets [Abstract]        
Real estate and related intangible assets, net 464,123   448,795  
Other assets 14,833   7,211  
Total assets 478,956   456,006  
Equity Method Investment, Summarized Financial Information, Liabilities and Equity [Abstract]        
Notes payable, net 295,440   286,795  
Other liabilities, net 40,521   27,190  
Capital (Percentage Interest) 142,995   142,021  
Total liabilities and capital 478,956   456,006  
The Company’s investment in the Great Park Venture $ 107,246   $ 106,516  
XML 85 R67.htm IDEA: XBRL DOCUMENT v3.19.1
Noncontrolling Interests (Details)
shares in Millions, $ in Millions
6 Months Ended 12 Months Ended
Feb. 13, 2019
USD ($)
shares
May 02, 2016
class
Jun. 30, 2018
Dec. 31, 2018
class
Noncontrolling Interest [Line Items]        
Holding period for right to exchange       12 months
Right to exchange, conversion ratio       1
Number of classes of membership units | class   2    
The San Francisco Venture        
Noncontrolling Interest [Line Items]        
Holding period for right to exchange       12 months
Number of classes of membership units | class       2
Unitholder request for redemption, minimum ownership (percent)     50.10%  
Conversion of Class B Common Shares Into Class A Common Shares        
Noncontrolling Interest [Line Items]        
Conversion of common shares, ratio       0.0003
Five Point Operating Company, LLC        
Noncontrolling Interest [Line Items]        
Noncontrolling interest percentage of outstanding common units       38.30%
Five Point Operating Company, LLC | Affiliated Entity | Class A Units        
Noncontrolling Interest [Line Items]        
Ownership percentage of outstanding common units       61.70%
Five Point Operating Company, LLC | Affiliated Entity | Capital Unit, Class B        
Noncontrolling Interest [Line Items]        
Ownership percentage of outstanding common units       100.00%
Subsequent Event | San Francisco Venture        
Noncontrolling Interest [Line Items]        
Authorized contribution amount $ 25.0      
Maximum amount payable, class C units 25.0      
Infrastructure development costs 25.0      
Lennar Corporation | Subsequent Event | San Francisco Venture        
Noncontrolling Interest [Line Items]        
Authorized contribution amount $ 25.0      
Issuance of units for new class of membership | shares 25      
XML 86 R68.htm IDEA: XBRL DOCUMENT v3.19.1
Consolidated Variable Interest Entity (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Variable Interest Entity [Line Items]    
Payable pursuant to tax receivable agreement $ 169,509 $ 152,475
The San Francisco Venture    
Variable Interest Entity [Line Items]    
Distributions (percent) 99.00%  
Variable Interest Entity, Primary Beneficiary | The San Francisco Venture    
Variable Interest Entity [Line Items]    
Combined assets $ 1,151,400 1,074,100
Inventories 1,137,000 1,063,900
Cash 12,300 8,400
Combined liabilities 260,800 269,200
Related party liabilities 168,900 177,400
Notes payable 65,100 65,100
Variable Interest Entity, Primary Beneficiary | Five Point Communities, LP and FLP    
Variable Interest Entity [Line Items]    
Combined assets 745,300 543,500
Inventories 559,100 361,900
Related party assets 54,300 3,100
Cash 100 12,300
Combined liabilities 118,100 131,000
Related party liabilities 9,500 9,100
Intangibles 95,900 127,600
Accounts payable $ 108,600 $ 117,100
XML 87 R69.htm IDEA: XBRL DOCUMENT v3.19.1
Properties and Equipment, Net (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Property, Plant and Equipment [Line Items]      
Total properties and equipment $ 37,141 $ 34,579  
Accumulated depreciation (5,464) (4,923)  
Properties and equipment, net 31,677 29,656  
Depreciation expense 800 1,100 $ 1,000
Agriculture operating properties and equipment      
Property, Plant and Equipment [Line Items]      
Total properties and equipment 29,975 29,689  
Other      
Property, Plant and Equipment [Line Items]      
Total properties and equipment $ 7,166 $ 4,890  
XML 88 R70.htm IDEA: XBRL DOCUMENT v3.19.1
Intangible Asset, Net—Related Party (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2018
Jan. 01, 2018
Dec. 31, 2017
Finite-Lived Intangible Assets [Line Items]      
Gross carrying amount $ 129,705   $ 129,705
Accumulated amortization (33,788)   (2,112)
Net book value 95,917 $ 108,373 $ 127,593
Amortization expense $ 12,500    
Accounting Standards Update 2014-09      
Finite-Lived Intangible Assets [Line Items]      
Accumulated amortization   $ (19,200)  
XML 89 R71.htm IDEA: XBRL DOCUMENT v3.19.1
Related Party Transactions - Related Party Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2018
Jan. 01, 2018
Dec. 31, 2017
Related Party Transaction [Line Items]      
Related party assets $ 61,039 $ 41,490 $ 3,158
Related party liabilities 178,540 $ 177,185 186,670
Contract asset      
Related Party Transaction [Line Items]      
Related party assets 49,834   0
Prepaid rent      
Related Party Transaction [Line Items]      
Related party assets 5,972   0
Other Related Party Assets      
Related Party Transaction [Line Items]      
Related party assets 5,233   3,158
EB-5 loan reimbursements      
Related Party Transaction [Line Items]      
Related party liabilities 102,692   102,692
Contingent consideration—Mall Venture project property      
Related Party Transaction [Line Items]      
Related party liabilities 64,870   64,870
Deferred land sale revenue      
Related Party Transaction [Line Items]      
Related party liabilities 0   9,860
Payable to holders of Management Company’s Class B interests      
Related Party Transaction [Line Items]      
Related party liabilities 9,000   9,000
Other      
Related Party Transaction [Line Items]      
Related party liabilities $ 1,978   $ 248
XML 90 R72.htm IDEA: XBRL DOCUMENT v3.19.1
Related Party Transactions - Narrative (Details)
ft² in Thousands, $ in Thousands
1 Months Ended 6 Months Ended 12 Months Ended
Jan. 01, 2019
shares
Jan. 03, 2017
USD ($)
May 02, 2016
USD ($)
Jan. 31, 2017
USD ($)
Jun. 30, 2018
USD ($)
Dec. 31, 2018
USD ($)
a
properties
Dec. 31, 2017
USD ($)
Dec. 31, 2016
USD ($)
ft²
properties
Jan. 01, 2018
USD ($)
Related Party Transaction [Line Items]                  
Related party assets           $ 61,039 $ 3,158   $ 41,490
Contract assets           50,600 39,000    
Revenue from related parties           4,400 5,800    
Related party liabilities           178,540 186,670   177,185
Payment made to related parties           $ (1,355) 34,487 $ 15,518  
Great Park                  
Related Party Transaction [Line Items]                  
Percentage of equity ownership     37.50%     37.50%      
Contract asset                  
Related Party Transaction [Line Items]                  
Related party assets           $ 49,834 0    
EB-5 loan reimbursements                  
Related Party Transaction [Line Items]                  
Related party liabilities           102,692 102,692    
Contingent consideration—Mall Venture project property                  
Related Party Transaction [Line Items]                  
Related party liabilities           $ 64,870 64,870    
Percentage of equity ownership           49.90%      
Payable to holders of Management Company’s Class B interests                  
Related Party Transaction [Line Items]                  
Related party liabilities           $ 9,000 9,000    
Other Related Party Assets                  
Related Party Transaction [Line Items]                  
Related party assets           5,233 3,158    
Other Related Party Assets | Great Park                  
Related Party Transaction [Line Items]                  
Related party assets           1,800      
Affiliated Entity | Legacy Incentive Compensation Receivable                  
Related Party Transaction [Line Items]                  
Related party payment received           58,300      
Distributions to holders of Legacy Interests         $ 58,300        
Affiliated Entity | Payable to holders of Management Company’s Class B interests                  
Related Party Transaction [Line Items]                  
Payment made to related parties       $ 43,100          
Affiliated Entity | Transition services agreement                  
Related Party Transaction [Line Items]                  
Related party assets           100      
Related party liabilities             200    
Costs incurred for office space licensing and transaction services           1,400 1,800 1,000  
Affiliated Entity | San Francisco Bay Area Development Management Agreements                  
Related Party Transaction [Line Items]                  
Revenue from related parties               $ 3,500  
Affiliated Entity | Gateway Commercial Venture                  
Related Party Transaction [Line Items]                  
Contract assets           200      
Revenue from related parties           1,500 500    
Prepaid rent           $ 6,000      
Affiliated Entity | Candlestick Point Purchase and Sale Agreement Number One                  
Related Party Transaction [Line Items]                  
Area of land (in acres) | a           3.6      
Number of properties | properties           390      
Affiliated Entity | Candlestick Point Purchase and Sale Agreements                  
Related Party Transaction [Line Items]                  
Proceeds from sale       $ 91,400          
Deferred revenue             9,900   9,900
Affiliated Entity | Entitlement Transfer Agreement                  
Related Party Transaction [Line Items]                  
Number of properties | properties               172  
Area of retail space (in sq ft) | ft²               70  
Affiliated Entity | Development Management Agreement between Newhall Land and Management Company                  
Related Party Transaction [Line Items]                  
Related party assets           $ 3,000 2,900    
Revenue from related parties           35,100 16,200 $ 13,300  
Equity Method Investee | Legacy Incentive Compensation Receivable | Great Park                  
Related Party Transaction [Line Items]                  
Related party payment received   $ 43,100 $ 15,200            
Related party assets           $ 9,000      
Percentage of distributions           9.00%      
Distributions to holders of Legacy Interests     $ 565,000            
Equity Method Investee | Development Management Agreement between Newhall Land and Management Company                  
Related Party Transaction [Line Items]                  
Maximum contingency amount           $ 9,000      
Contract assets           47,700     $ 29,400
Limited Liability Company | EB-5 loan reimbursements                  
Related Party Transaction [Line Items]                  
Related party liabilities           102,700 102,700    
Interest cost           $ 4,200 $ 4,200    
Weighted average interest rate           4.10%      
Principal payments, due in next twelve months           $ 39,400      
Principal payments, due in year two           $ 63,300      
Class A Units | Subsequent Event                  
Related Party Transaction [Line Items]                  
Stock issued (in shares) | shares 436,498                
Class A Units | Subsequent Event | Contingent consideration—Mall Venture project property                  
Related Party Transaction [Line Items]                  
Stock issued (in shares) | shares 436,498                
XML 91 R73.htm IDEA: XBRL DOCUMENT v3.19.1
Notes Payable, Net - Notes Payable (Details) - USD ($)
$ in Thousands
Dec. 31, 2018
Dec. 31, 2017
Debt Instrument [Line Items]    
Notes payable $ 557,004 $ 560,618
Unamortized debt issuance costs and discount (8,126) (9,512)
Notes Payable | Macerich Note    
Debt Instrument [Line Items]    
Notes payable 65,130 65,130
Notes Payable | Settlement Note    
Debt Instrument [Line Items]    
Notes payable 0 5,000
Senior Notes | 7.875 % Senior Notes due 2025    
Debt Instrument [Line Items]    
Notes payable $ 500,000 $ 500,000
XML 92 R74.htm IDEA: XBRL DOCUMENT v3.19.1
Notes Payable, Net - Narrative (Details)
1 Months Ended 12 Months Ended
Nov. 13, 2014
USD ($)
Apr. 30, 2018
USD ($)
Nov. 30, 2017
USD ($)
Dec. 31, 2018
USD ($)
option
Dec. 31, 2017
USD ($)
Dec. 31, 2016
USD ($)
Jun. 30, 2018
May 02, 2016
USD ($)
Apr. 30, 2011
USD ($)
Debt Instrument [Line Items]                  
Proceeds from senior notes offering       $ 0 $ 500,000,000 $ 0      
Outstanding letters of credit       2,400,000 2,400,000        
Senior Notes | 7.875 % Senior Notes due 2025                  
Debt Instrument [Line Items]                  
Aggregate principal amount     $ 500,000,000.0            
Interest rate (percent)     7.875%       7.875%    
Par value issuance (percent)     100.00%            
Proceeds from senior notes offering     $ 490,700,000            
Interest costs incurred on notes       39,800,000 4,600,000        
Percentage of aggregate principal redeemed (up to)     35.00%            
Redemption price (percent)     107.875%            
Senior Notes | 7.875 % Senior Notes due 2025 | Debt Instrument, Redemption, Period One                  
Debt Instrument [Line Items]                  
Redemption price (percent)     100.00%            
Notes Payable | Macerich Note                  
Debt Instrument [Line Items]                  
Interest costs incurred on notes       11,100,000          
Concurrent contribution payment       $ 5,500,000          
Promissory note issued $ 65,100,000             $ 65,100,000  
Notes Payable | Macerich Note | LIBOR                  
Debt Instrument [Line Items]                  
Basis spread on variable rate (percent) 2.00%                
Interest rate during period (percent)       5.01%          
Notes Payable | Settlement Note                  
Debt Instrument [Line Items]                  
Aggregate principal amount                 $ 12,500,000
Imputed interest rate                 12.80%
Capitalized amortization expense       $ 300,000 $ 500,000 $ 700,000      
Principal payment   $ 5,000,000.0              
Unsecured Debt | Revolving Credit Facility                  
Debt Instrument [Line Items]                  
Senior unsecured revolving credit facility, maximum borrowing capacity       $ 125,000,000.0          
Number of options to extend | option       1          
Outstanding letters of credit       $ 1,000,000.0          
Unsecured Debt | LIBOR | Revolving Credit Facility | Minimum                  
Debt Instrument [Line Items]                  
Basis spread on variable rate (percent)       1.75%          
Unsecured Debt | LIBOR | Revolving Credit Facility | Maximum                  
Debt Instrument [Line Items]                  
Basis spread on variable rate (percent)       2.00%          
XML 93 R75.htm IDEA: XBRL DOCUMENT v3.19.1
Tax Receivable Agreement (Details)
12 Months Ended
May 02, 2016
Dec. 31, 2018
USD ($)
Dec. 31, 2017
USD ($)
Dec. 31, 2016
USD ($)
Other Liabilities Disclosure [Abstract]        
Percentage of cash savings in income tax 85.00%      
Holding period for stockholders 12 months      
Conversion ratio for stockholders 1      
Payable pursuant to tax receivable agreement   $ 169,509,000 $ 152,475,000  
TRA payments   $ 0 $ 0 $ 0
XML 94 R76.htm IDEA: XBRL DOCUMENT v3.19.1
Commitments and Contingencies - Operating Leases (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Rental Payments      
2019 $ 5,790    
2020 4,846    
2021 5,263    
2022 5,420    
2023 5,583    
Thereafter 13,065    
Total 39,967    
Rental Receipts      
2019 633    
2020 556    
2021 193    
2022 145    
2023 142    
Thereafter 925    
Total 2,594    
Rent expense $ 2,700 $ 2,700 $ 1,800
XML 95 R77.htm IDEA: XBRL DOCUMENT v3.19.1
Commitments and Contingencies - Narrative (Details)
1 Months Ended 12 Months Ended
Jan. 01, 2019
shares
May 02, 2016
USD ($)
$ / shares
shares
Jan. 31, 2019
shares
Jun. 30, 2018
plaintiff
Dec. 31, 2018
USD ($)
Dec. 31, 2017
USD ($)
Dec. 31, 2016
USD ($)
Nov. 13, 2014
USD ($)
Jan. 31, 2012
USD ($)
Lessee, Lease, Description [Line Items]                  
Carrying amount of liability for certain obligations of the settlement         $ 36,500,000        
Remaining estimated maximum potential amount of monetary payments subject to guaranty         43,300,000        
Aggregate payments for infrastructure project         0 $ 0 $ 0    
Outstanding performance bonds         73,500,000 79,900,000      
Outstanding letters of credit         2,400,000 2,400,000      
Number of plaintiffs | plaintiff       2          
Letter of Credit                  
Lessee, Lease, Description [Line Items]                  
Restricted cash and certificates of deposit pledged as collateral         1,400,000 1,400,000      
Affiliated Entity | CPHP Development, LLC                  
Lessee, Lease, Description [Line Items]                  
Financed construction costs of an interchange project   $ 240,000,000.0              
Design and construction costs, amount in excess of maximum   240,000,000.0              
Notes Payable | Macerich Note                  
Lessee, Lease, Description [Line Items]                  
Promissory note issued   $ 65,100,000           $ 65,100,000  
Los Angeles County                  
Lessee, Lease, Description [Line Items]                  
Financed construction costs of an interchange project                 $ 45,800,000
Aggregate payments for infrastructure project         37,000,000.0        
Los Angeles County | Accounts Payable and Other Liabilities                  
Lessee, Lease, Description [Line Items]                  
Construction Payable         7,600,000 $ 5,600,000      
The San Francisco Venture                  
Lessee, Lease, Description [Line Items]                  
Guaranty of infrastructure obligations, maximum obligation         $ 197,800,000        
The San Francisco Venture | Five Point Operating Company, LLC | Common Class A                  
Lessee, Lease, Description [Line Items]                  
Stock issued (in shares) | shares   436,498              
The San Francisco Venture | Five Point Operating Company, LLC | Common Class B                  
Lessee, Lease, Description [Line Items]                  
Stock issued (in shares) | shares   436,498              
The San Francisco Venture | Corporate Joint Venture | Five Point Operating Company, LLC | Common Class A                  
Lessee, Lease, Description [Line Items]                  
Stock issued (in shares) | shares   2,917,827              
The San Francisco Venture | Corporate Joint Venture | Five Point Operating Company, LLC | Common Class B                  
Lessee, Lease, Description [Line Items]                  
Price per share sold (in usd per share) | $ / shares   $ 0.00633              
Water Purchase Agreement                  
Lessee, Lease, Description [Line Items]                  
Purchase agreement term         35 years        
Purchase agreement optional second term         35 years        
Payment made in current year         $ 1,200,000        
2019         1,200,000        
2020         1,300,000        
2021         1,300,000        
2022         1,400,000        
2023         1,400,000        
Aggregate annual minimum payments remaining         $ 36,300,000        
Subsequent Event | The San Francisco Venture | Five Point Operating Company, LLC | Common Class A                  
Lessee, Lease, Description [Line Items]                  
Stock issued (in shares) | shares 436,498   436,498            
XML 96 R78.htm IDEA: XBRL DOCUMENT v3.19.1
Supplemental Cash Flow Information (Details) - USD ($)
$ in Thousands
12 Months Ended
May 02, 2016
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Noncash or Part Noncash Acquisitions [Line Items]          
Cash paid for interest, all of which was capitalized to inventories   $ 43,892 $ 4,211 $ 2,807  
SUPPLEMENTAL CASH FLOW INFORMATION:          
Liabilities assumed by buyer in connection with sale of golf course operating property   7,795 0 0  
Class A common shares issued for redemption of noncontrolling interests   30,088 0 0  
NONCASH INVESTING AND FINANCING ACTIVITIES:          
Accrued deferred equity and debt offering costs   0 0 1,038  
Recognition of TRA liability   18,963 56,216 201,845  
Cash and cash equivalents   495,694 848,478 62,304  
Restricted cash and certificates of deposit   1,403 1,467 2,343  
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows   $ 497,097 849,945 64,647 $ 112,574
The Management Company          
NONCASH INVESTING AND FINANCING ACTIVITIES:          
Capital issued $ 173,488        
FPC-HF Venture I | Management Company Joint Venture | The Management Company          
NONCASH INVESTING AND FINANCING ACTIVITIES:          
Incentive compensation rights contributed, legacy (percent) 12.50% 12.50%      
The San Francisco Venture          
NONCASH INVESTING AND FINANCING ACTIVITIES:          
Contingent consideration related to acquisition of the San Francisco Venture   $ 0 0 64,870  
Capital issued   0 0 8,939  
The Management Company          
NONCASH INVESTING AND FINANCING ACTIVITIES:          
Capital issued   0 0 173,488  
Great Park          
NONCASH INVESTING AND FINANCING ACTIVITIES:          
Capital issued   0 0 419,088  
FPC-HF Venture I          
NONCASH INVESTING AND FINANCING ACTIVITIES:          
Capital issued   $ 0 $ 0 $ 14,110  
XML 97 R79.htm IDEA: XBRL DOCUMENT v3.19.1
Segment Reporting - Narrative (Details)
$ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2018
USD ($)
building
Sep. 30, 2018
USD ($)
Jun. 30, 2018
USD ($)
Mar. 31, 2018
USD ($)
Dec. 31, 2017
USD ($)
Sep. 30, 2017
USD ($)
Jun. 30, 2017
USD ($)
Mar. 31, 2017
USD ($)
Dec. 31, 2018
USD ($)
building
Dec. 31, 2017
USD ($)
Dec. 31, 2016
USD ($)
May 02, 2016
Segment Reporting Information [Line Items]                        
Number of buildings | building 4               4      
Number of buildings with one tenant | building 2               2      
Revenues $ 7,945 $ 12,988 $ 13,090 $ 14,967 $ 22,263 $ 11,619 $ 13,246 $ 92,303 $ 48,990 $ 139,431 $ 39,368  
Newhall and San Francisco | Lennar Corporation and Other Affiliates | Revenue | Customer Concentration Risk                        
Segment Reporting Information [Line Items]                        
Revenues                   $ 93,400 $ 6,000  
Concentration of risk                   67.00% 15.00%  
Great Park                        
Segment Reporting Information [Line Items]                        
Revenues                 35,090      
Great Park | Great Park | Revenue | Customer Concentration Risk                        
Segment Reporting Information [Line Items]                        
Revenues                 $ 35,100 $ 16,200 $ 13,300  
Concentration of risk                 72.00% 12.00% 34.00%  
One Tenant Lease                        
Segment Reporting Information [Line Items]                        
Lease term 20 years               20 years      
Subsidiary Lease                        
Segment Reporting Information [Line Items]                        
Lease term 130 months               130 months      
Great Park                        
Segment Reporting Information [Line Items]                        
Percentage of equity ownership 37.50%               37.50%     37.50%
Revenues                 $ 0 $ 0 $ 0  
Gateway Commercial Venture                        
Segment Reporting Information [Line Items]                        
Percentage of equity ownership 75.00%               75.00%      
Revenues                 $ 0 $ 0 $ 0  
XML 98 R80.htm IDEA: XBRL DOCUMENT v3.19.1
Segment Reporting - Revenues, Profit (Loss) and Assets (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Jan. 01, 2018
Segment Reporting Information [Line Items]                        
Revenues $ 7,945 $ 12,988 $ 13,090 $ 14,967 $ 22,263 $ 11,619 $ 13,246 $ 92,303 $ 48,990 $ 139,431 $ 39,368  
Depreciation and amortization                 13,224 1,054 2,858  
Interest income                 11,767 2,577 168  
Interest expense                 0 0    
Segment profit (loss)/net profit (loss)                 (67,945) 24,196 (96,617)  
Segment assets 2,923,892       2,978,355       2,923,892 2,978,355 2,114,582  
Inventory assets and real estate related assets, net 1,696,084       1,425,892       1,696,084 1,425,892 1,360,451 $ 1,416,435
Expenditures for long-lived assets                 273,539 146,213 64,260  
Great Park                        
Segment Reporting Information [Line Items]                        
Revenues                 0 0 0  
Depreciation and amortization                 0 0 0  
Interest income                 0 0 0  
Interest expense                 0 0    
Segment profit (loss)/net profit (loss)                 (906) 5,760 (1,356)  
Segment assets 425,653       423,492       425,653 423,492 417,732  
Inventory assets and real estate related assets, net 0       0       0 0 0  
Expenditures for long-lived assets                 0 0 0  
Gateway Commercial Venture                        
Segment Reporting Information [Line Items]                        
Revenues                 0 0 0  
Depreciation and amortization                 0 0 0  
Interest income                 0 0 0  
Interest expense                 0 0    
Segment profit (loss)/net profit (loss)                 (1,257) 16 0  
Segment assets 107,246       106,516       107,246 106,516 0  
Inventory assets and real estate related assets, net 0       0       0 0 0  
Expenditures for long-lived assets                 0 0 0  
Newhall                        
Segment Reporting Information [Line Items]                        
Revenues                 6,401      
San Francisco                        
Segment Reporting Information [Line Items]                        
Revenues                 6,010      
Great Park                        
Segment Reporting Information [Line Items]                        
Revenues                 35,090      
Commercial                        
Segment Reporting Information [Line Items]                        
Revenues                 1,489      
Operating Segments                        
Segment Reporting Information [Line Items]                        
Revenues                 251,259 629,610 61,873  
Depreciation and amortization                 24,744 5,373 2,800  
Interest income                 2,816 2,229 11,814  
Interest expense                 11,563 3,628    
Segment profit (loss)/net profit (loss)                 (9,838) 11,051 (104,575)  
Segment assets 3,530,618       3,602,107       3,530,618 3,602,107 3,220,320  
Inventory assets and real estate related assets, net 3,219,924       2,964,200       3,219,924 2,964,200 2,476,269  
Expenditures for long-lived assets                 407,507 904,216 186,807  
Operating Segments | Newhall                        
Segment Reporting Information [Line Items]                        
Revenues                 6,401 31,568 22,044  
Depreciation and amortization                 271 553 492  
Interest income                 1 3 91  
Interest expense                 0 0    
Segment profit (loss)/net profit (loss)                 (6,802) (12,358) (22,703)  
Segment assets 596,222       444,407       596,222 444,407 416,445  
Inventory assets and real estate related assets, net 559,126       361,943       559,126 361,943 280,377  
Expenditures for long-lived assets                 198,008 84,024 21,686  
Operating Segments | San Francisco                        
Segment Reporting Information [Line Items]                        
Revenues                 6,010 91,187 3,999  
Depreciation and amortization                 287 316 195  
Interest income                 0 0 0  
Interest expense                 0 0    
Segment profit (loss)/net profit (loss)                 (18,060) (19,268) (14,204)  
Segment assets 1,151,372       1,123,266       1,151,372 1,123,266 1,134,196  
Inventory assets and real estate related assets, net 1,136,958       1,063,949       1,136,958 1,063,949 1,080,074  
Expenditures for long-lived assets                 73,177 62,188 42,113  
Operating Segments | Great Park                        
Segment Reporting Information [Line Items]                        
Revenues                 210,779 497,173 35,830  
Depreciation and amortization                 12,456 0 2,113  
Interest income                 2,815 2,226 11,723  
Interest expense                 0 0    
Segment profit (loss)/net profit (loss)                 15,211 42,219 (67,668)  
Segment assets 1,303,362       1,578,142       1,303,362 1,578,142 1,669,679  
Inventory assets and real estate related assets, net 1,059,717       1,089,513       1,059,717 1,089,513 1,115,818  
Expenditures for long-lived assets                 109,292 311,932 123,008  
Operating Segments | Commercial                        
Segment Reporting Information [Line Items]                        
Revenues                 28,069 9,682 0  
Depreciation and amortization                 11,730 4,504 0  
Interest income                 0 0 0  
Interest expense                 11,563 3,628    
Segment profit (loss)/net profit (loss)                 (187) 458 0  
Segment assets 479,662       456,292       479,662 456,292 0  
Inventory assets and real estate related assets, net 464,123       448,795       464,123 448,795 0  
Expenditures for long-lived assets                 27,030 446,072 0  
Removal of Results of Unconsolidated Entities | Great Park                        
Segment Reporting Information [Line Items]                        
Revenues                 (175,689) (480,934) (22,505)  
Depreciation and amortization                 0 0 0  
Interest income                 (2,815) (2,226) (11,723)  
Interest expense                 0 0    
Segment profit (loss)/net profit (loss)                 (3,068) (36,061) 71,980  
Segment assets (1,154,216)       (1,447,604)       (1,154,216) (1,447,604) (1,496,102)  
Inventory assets and real estate related assets, net (1,059,717)       (1,089,513)       (1,059,717) (1,089,513) (1,115,818)  
Expenditures for long-lived assets                 (109,292) (311,932) (123,008)  
Removal of Results of Unconsolidated Entities | Gateway Commercial Venture                        
Segment Reporting Information [Line Items]                        
Revenues                 (26,580) (9,245) 0  
Depreciation and amortization                 (11,730) (4,504) 0  
Interest income                 0 0 0  
Interest expense                 (11,563) (3,628)    
Segment profit (loss)/net profit (loss)                 1,676 (21) 0  
Segment assets (478,956)       (456,006)       (478,956) (456,006) 0  
Inventory assets and real estate related assets, net (464,123)       (448,795)       (464,123) (448,795) 0  
Expenditures for long-lived assets                 (27,030) (446,072) 0  
Other eliminations                        
Segment Reporting Information [Line Items]                        
Revenues                 0 0 0  
Depreciation and amortization                 0 0 0  
Interest income                 0 0 0  
Interest expense                 0 0    
Segment profit (loss)/net profit (loss)                 0 0 0  
Segment assets (730)       (80,890)       (730) (80,890) (69,462)  
Inventory assets and real estate related assets, net 0       0       0 0 0  
Expenditures for long-lived assets                 0 0 0  
Corporate and Unallocated                        
Segment Reporting Information [Line Items]                        
Revenues                 0 0 0  
Depreciation and amortization                 210 185 58  
Interest income                 11,766 2,574 77  
Interest expense                 0 0    
Segment profit (loss)/net profit (loss)                 (54,552) 43,451 (62,666)  
Segment assets 494,277       830,740       494,277 830,740 42,094  
Inventory assets and real estate related assets, net $ 0       $ 0       0 0 0  
Expenditures for long-lived assets                 $ 2,354 $ 1 $ 461  
XML 99 R81.htm IDEA: XBRL DOCUMENT v3.19.1
Share-Based Compensation (Details) - USD ($)
$ / shares in Units, $ in Thousands
1 Months Ended 12 Months Ended
Jan. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
May 02, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Reacquisition of share-based compensation awards for tax-withholding purposes   $ 5,131 $ 6,480 $ 381  
Share-based compensation expense   $ 11,464 18,421 27,746  
Period for recognition   1 year 10 months 24 days      
Restricted Stock Units (RSUs)          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Reacquisition of share-based compensation awards for tax-withholding purposes   $ 5,100 6,500 400  
Estimated fair value of RSUs vested   $ 11,800 $ 10,500 $ 20,500  
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]          
Nonvested, beginning balance (in shares) 1,893,000 1,085,000 1,305,000 0  
Granted (in shares)   1,724,000 453,000 2,350,000  
Forfeited (in shares)   (105,000)      
Vested (in shares)   (811,000) (673,000) (1,045,000)  
Nonvested, ending balance (in shares)   1,893,000 1,085,000 1,305,000  
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]          
Nonvested, weighted-average grant date fair value, beginning balance (in dollars per share) $ 15.27 $ 18.57 $ 20.00 $ 0  
Granted, weighted-average grant date fair value (in dollars per share)   14.81 15.52 19.81  
Forfeited, weighted-average grant date fair value (in dollars per share)   14.83      
Vested, weighted-average grant date fair value (in dollars per share)   18.76 19.26 19.62  
Nonvested, weighted-average grant date fair value, ending balance (in dollars per share)   $ 15.27 $ 18.57 $ 20.00  
Restricted Stock Units and Restricted Shares          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Share-based compensation expense   $ 11,400 $ 18,500 $ 27,700  
Share-based compensation expense included in selling, general, and administrative expenses   $ 18,200      
Common Class A          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Shares authorized to be issued, up to (in shares)         8,500,822
Remaining shares available for future issuance (in shares)   4,077,493      
Subsequent Event | Incentive Awards          
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]          
Granted (in shares) 2,300,000        
XML 100 R82.htm IDEA: XBRL DOCUMENT v3.19.1
Employee Benefit Plans - Narrative (Details) - USD ($)
$ in Millions
6 Months Ended 12 Months Ended
Jun. 30, 2018
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Defined Benefit Plan Disclosure [Line Items]        
Company's contributions to 401(k) plan   $ 0.6 $ 0.7 $ 0.2
Retirement Plan        
Defined Benefit Plan Disclosure [Line Items]        
Eligibility to participate in plan (in years) 1 year      
Deviation from target allocation required for investments to be rebalanced (percent)   5.00%    
Retirement Plan | Equity Investments        
Defined Benefit Plan Disclosure [Line Items]        
Asset allocation targets   55.00%    
Retirement Plan | Fixed-income funds—U.S. bonds and short term        
Defined Benefit Plan Disclosure [Line Items]        
Asset allocation targets   45.00%    
XML 101 R83.htm IDEA: XBRL DOCUMENT v3.19.1
Employee Benefit Plans - Change in Benefit Obligation and Plan Assets (Details) - Retirement Plan - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Change in benefit obligation:      
Projected benefit obligation—beginning of year $ 21,622 $ 20,919  
Interest cost 749 818 $ 859
Benefits paid (984) (929)  
Actuarial (gain) loss (1,063) 814  
Projected benefit obligation—end of year 20,324 21,622 20,919
Change in plan assets:      
Fair value of plan assets—beginning of year 18,829 16,778  
Actual (loss) gain on plan assets (1,168) 2,450  
Employer contributions 218 530  
Benefits paid (984) (929)  
Fair value of plan assets—end of year 16,895 18,829 $ 16,778
Funded status (3,429) (2,793)  
Amounts recognized in the consolidated balance sheet—liability 3,429 2,793  
Amounts recognized in accumulated other comprehensive loss—net actuarial loss $ (5,428) $ (4,266)  
XML 102 R84.htm IDEA: XBRL DOCUMENT v3.19.1
Employee Benefit Plans - Net Periodic Benefit Cost (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Net periodic benefit:      
Net periodic benefit $ (307) $ (93) $ (57)
Adjustment to accumulated other comprehensive loss:      
Net actuarial loss (gain) 1,252 (611) 332
Amortization of net actuarial loss (90) (113) (91)
Other comprehensive (loss) income before taxes 1,162 (724) 241
Retirement Plan      
Net periodic benefit:      
Interest cost 749 818 859
Expected return on plan assets (1,146) (1,024) (1,007)
Amortization of net actuarial loss 90 113 91
Net periodic benefit (307) (93) (57)
Adjustment to accumulated other comprehensive loss:      
Net actuarial loss (gain) 1,252 (611) 332
Amortization of net actuarial loss (90) (113) (91)
Other comprehensive (loss) income before taxes 1,162 (724) 241
Total recognized in net periodic benefit and accumulated other comprehensive loss $ 855 $ (817) $ 184
XML 103 R85.htm IDEA: XBRL DOCUMENT v3.19.1
Employee Benefit Plans - Weighted-Average Assumptions (Details) - Retirement Plan
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Defined Benefit Plan Disclosure [Line Items]      
Discount rate to determine benefit obligation (percent) 4.20% 3.55%  
Discount rate to determine net periodic expense (percent) 3.55% 4.10% 4.35%
Expected long-term return on plan assets (rate) 6.23% 6.33% 6.32%
XML 104 R86.htm IDEA: XBRL DOCUMENT v3.19.1
Employee Benefit Plans - Fair Value of Plan Assets by Fund Type (Details) - Retirement Plan - USD ($)
$ in Thousands
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets $ 16,895 $ 18,829 $ 16,778
Large cap      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 5,777 6,068  
Mid cap      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 1,101 1,197  
Small cap      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 1,579 1,777  
International      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 1,654 2,060  
Fixed-income funds—U.S. bonds and short term      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets $ 6,784 $ 7,727  
XML 105 R87.htm IDEA: XBRL DOCUMENT v3.19.1
Employee Benefit Plans - Expected Future Benefit Payments (Details) - Retirement Plan
$ in Thousands
Dec. 31, 2018
USD ($)
Defined Benefit Plan, Expected Future Benefit Payment [Abstract]  
2019 $ 1,008
2020 2,211
2021 999
2022 1,563
2023 1,433
2024-2028 10,223
Total $ 17,437
XML 106 R88.htm IDEA: XBRL DOCUMENT v3.19.1
Income Taxes - Schedule of Income Taxes (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Deferred income tax (expense) benefit:      
Federal $ 5,066 $ (28,643) $ 13,021
State 2,340 (6,501) 3,826
Total deferred income tax benefit (expense) 7,406 (35,144) 16,847
(Increase) decrease in valuation allowance (16,585) 35,146 (8,901)
Expiration of unused loss carryforwards (4) (2) (58)
(Expense) benefit for income taxes $ (9,183) $ 0 $ 7,888
XML 107 R89.htm IDEA: XBRL DOCUMENT v3.19.1
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2018
Dec. 31, 2017
Deferred tax assets    
Net operating loss carryforward $ 102,026 $ 91,742
Tax receivable agreement 47,435 42,668
Other 1,382 1,043
Valuation allowance (23,207) (7,891)
Total deferred tax assets 127,636 127,562
Deferred tax liabilities-investments in subsidiaries (136,819) (127,562)
Deferred tax liability, net $ (9,183) $ 0
XML 108 R90.htm IDEA: XBRL DOCUMENT v3.19.1
Income Taxes - Reconciliation of Statutory Rate and Effective Rate (Details)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Effective Income Tax Rate Reconciliation, Percent [Abstract]      
Statutory rate 21.00% 35.00% 35.00%
State income taxes-net of federal income tax benefit 6.98% 5.75% 5.75%
Statutory federal tax rate change 0.00% 21.30% 0.00%
Statutory federal tax rate change (15.63%) 0.00% 0.00%
Noncontrolling interests (15.83%) 82.58% (24.63%)
Other 0.06% 0.67% 0.00%
Deferred tax asset valuation allowance (12.20%) (145.31%) (8.51%)
Expiration of unused loss carryforwards (0.01%) 0.01% (0.06%)
Effective rate (15.63%) 0.00% 7.55%
XML 109 R91.htm IDEA: XBRL DOCUMENT v3.19.1
Income Taxes - Narrative (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Operating Loss Carryforwards [Line Items]      
Provisional adjustment recorded to reduce deferred tax asset value $ 9,200 $ 5,300  
Decrease in deferred taxes attributable to federal tax rate reductions     $ 5,300
Valuation allowance, net 15,300 7,800  
Valuation increase (decrease)   35,100  
NOL carryforwards 78,400    
Federal income tax benefit (23,600)    
Income tax benefit (9,183) $ 0 7,888
Income Tax Expense (Benefit), Pre-Tax 58,800    
TRA Liability      
Operating Loss Carryforwards [Line Items]      
Recognition of additional valuation allowance     27,300
Valuation increase (decrease) 16,600    
Operating income      
Operating Loss Carryforwards [Line Items]      
Recognition of additional valuation allowance     $ 29,800
Valuation increase (decrease) $ 1,300    
XML 110 R92.htm IDEA: XBRL DOCUMENT v3.19.1
Financial Instruments and Fair Value Measurements and Disclosures Narrative (Details) - USD ($)
$ in Thousands
Dec. 31, 2018
Dec. 31, 2017
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Notes payable $ 557,004 $ 560,618
Reported Value Measurement    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Notes Payable, Fair Value Disclosure   560,600
Notes payable 557,000  
Fair Value, Inputs, Level 2 | Estimate of Fair Value Measurement    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Notes Payable, Fair Value Disclosure $ 550,100 $ 568,100
XML 111 R93.htm IDEA: XBRL DOCUMENT v3.19.1
Earnings Per Share - Narrative (Details) - USD ($)
$ in Millions
1 Months Ended 12 Months Ended
Jan. 01, 2019
May 02, 2016
Jan. 31, 2019
Dec. 31, 2018
Common Class B        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Per share distributions for Class A Common Shareholders (percent)   0.03%   0.03%
Subsequent Event        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Equity incentive awards     $ 2.3  
Five Point Operating Company, LLC | The San Francisco Venture | Common Class A        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Stock issued (in shares)   436,498    
Five Point Operating Company, LLC | The San Francisco Venture | Common Class A | Subsequent Event        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Stock issued (in shares) 436,498   436,498  
XML 112 R94.htm IDEA: XBRL DOCUMENT v3.19.1
Earnings Per Share - Schedule of Earnings Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Numerator:                      
Net (loss) income attributable to the Company $ (14,303) $ (10,019) $ (5,160) $ (5,232) $ 95,327 $ (4,467) $ (9,783) $ (7,842) $ (34,714) $ 73,235 $ (33,266)
Adjustments to net (loss) income attributable to the Company                 221 (750) (505)
Net (loss) income attributable to common shareholders                 (34,493) 72,485 (33,771)
Net income (loss) allocable to participating securities                 0 (506) 0
Allocation of net (loss) income among common shareholders                 (34,493) 71,979 (33,771)
Reallocation of (loss) income to Company upon assumed exchange of common units                 0 (48,289) 0
Net (loss) income allocated to participating securities                 0 (69) 0
Allocation of net (loss) income among common shareholders                 $ (34,493) $ 24,127 $ (33,771)
Restricted Stock Units (RSUs)                      
Denominator:                      
Anti-dilutive potential securities (in shares)                 72,579 0 1,304,804
Restricted Stock                      
Denominator:                      
Anti-dilutive potential securities (in shares)                 1,817,020 0 0
Common Class A                      
Denominator:                      
Anti-dilutive potential securities (in shares)                 79,883,687 0 53,826,230
Class A Units                      
Denominator:                      
Basic (in dollars per share)                   $ 1.33 $ (0.89)
Diluted (in dollars per share)                   $ 0.18 $ (0.89)
Common Class A                      
Numerator:                      
Net (loss) income attributable to common shareholders                 $ (34,480) $ 71,947 $ (33,755)
Numerator for diluted net (loss) income available to Class B Common Shareholders                 $ (34,480) $ 24,123 $ (33,755)
Denominator:                      
Basic (in shares)                 65,002,387 54,006,954 37,795,447
Diluted (in shares)                 65,002,387 133,007,828 37,795,447
Basic (in dollars per share) $ (0.22) $ (0.15) $ (0.08) $ (0.08) $ 1.50 $ (0.07) $ (0.19) $ (0.20) $ (0.53) $ 1.33 $ (0.89)
Diluted (in dollars per share) $ (0.22) $ (0.15) $ (0.08) $ (0.10) $ 0.56 $ (0.07) $ (0.19) $ (0.20) $ (0.53) $ 0.18 $ (0.89)
Common Class B                      
Numerator:                      
Net (loss) income attributable to common shareholders                 $ (13) $ 32 $ (16)
Numerator for diluted net (loss) income available to Class B Common Shareholders                 $ (13) $ 4 $ (16)
Denominator:                      
Basic and diluted (in shares)                 79,859,730 78,821,553 49,547,050
Basic (in dollars per share)                 $ 0.00 $ 0.00 $ 0.00
Diluted (in dollars per share)                 $ 0.00 $ 0.00 $ 0.00
XML 113 R95.htm IDEA: XBRL DOCUMENT v3.19.1
Accumulated Other Comprehensive Loss (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Accumulated Other Comprehensive Income (Loss) [Line Items]      
Defined benefit pension plan, tax benefits $ 900 $ 700  
Accumulated other comprehensive loss (1,848,517) (1,905,609)  
Selling, general, and administrative 98,983 122,367 $ 120,724
Total Members’ Capital      
Accumulated Other Comprehensive Income (Loss) [Line Items]      
Unamortized defined benefit pension plan net actuarial losses 3,400 2,500  
AOCI Attributable to Noncontrolling Interest      
Accumulated Other Comprehensive Income (Loss) [Line Items]      
Accumulated other comprehensive loss 2,100 1,800  
Accumulated Defined Benefit Plans Adjustment, Net Gain (Loss) Attributable to Parent      
Accumulated Other Comprehensive Income (Loss) [Line Items]      
Reclassifications from accumulated other comprehensive loss 55 64 33
Reclassification out of Accumulated Other Comprehensive Income      
Accumulated Other Comprehensive Income (Loss) [Line Items]      
Selling, general, and administrative $ 55 $ 64 $ 33
XML 114 R96.htm IDEA: XBRL DOCUMENT v3.19.1
Quarterly Financial Information (Unaudited) (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]                      
Revenues $ 7,945 $ 12,988 $ 13,090 $ 14,967 $ 22,263 $ 11,619 $ 13,246 $ 92,303 $ 48,990 $ 139,431 $ 39,368
Income/Loss before income tax benefit (11,223) (21,939) (11,303) (14,297) 81,920 (10,311) (24,289) (23,124) (58,762) 24,196 (104,505)
Net (loss) income attributable to the Company $ (14,303) $ (10,019) $ (5,160) $ (5,232) 95,327 $ (4,467) $ (9,783) $ (7,842) (34,714) 73,235 (33,266)
Noncash adjustment of payable pursuant to tax receivable agreement liability         $ (105,600)       $ (1,928) $ (105,586) $ 0
Common Class A                      
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]                      
Basic (in dollars per share) $ (0.22) $ (0.15) $ (0.08) $ (0.08) $ 1.50 $ (0.07) $ (0.19) $ (0.20) $ (0.53) $ 1.33 $ (0.89)
Diluted (in dollars per share) (0.22) (0.15) (0.08) (0.10) 0.56 (0.07) (0.19) (0.20) (0.53) 0.18 (0.89)
Common Class B                      
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]                      
Basic (in dollars per share)                 0.00 0.00 0.00
Diluted (in dollars per share)                 0.00 0.00 0.00
Basic and diluted (in dollars per share) $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
XML 115 R97.htm IDEA: XBRL DOCUMENT v3.19.1
Schedule III—Real Estate and Accumulated Depreciation - Schedule of Real Estate and Accumulated Depreciation (Details) - USD ($)
$ in Thousands
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]        
Encumbrances $ 0      
Initial Cost        
Initial Cost, Land 1,193,108      
Initial Cost, Buildings and Improvements 1,114      
Costs Capitalized Subsequent to Acquisition        
Costs Capitalized Subsequent to Acquisition, Land 530,133      
Costs Capitalized Subsequent to Acquisition, Buildings and Improvements 1,704      
Gross Amounts at Which Carried at Close of Period        
Gross Amounts at Which Carried at Close of Period, Land 1,723,241      
Gross Amounts at Which Carried at Close of Period, Buildings and Improvements 2,818      
Gross Amounts at Which Carried at Close of Period, Total 1,726,059 $ 1,461,197 $ 1,395,698 $ 294,777
Accumulated Depreciation 1,587 $ 3,407 $ 2,943 $ 2,442
Aggregate cost of land and improvements for federal income tax purposes 2,200,000      
Newhall Ranch-Land under development        
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]        
Encumbrances 0      
Initial Cost        
Initial Cost, Land 111,172      
Initial Cost, Buildings and Improvements 0      
Costs Capitalized Subsequent to Acquisition        
Costs Capitalized Subsequent to Acquisition, Land 444,455      
Costs Capitalized Subsequent to Acquisition, Buildings and Improvements 0      
Gross Amounts at Which Carried at Close of Period        
Gross Amounts at Which Carried at Close of Period, Land 555,627      
Gross Amounts at Which Carried at Close of Period, Buildings and Improvements 0      
Gross Amounts at Which Carried at Close of Period, Total 555,627      
Accumulated Depreciation 0      
Candlestick Point and The San Francisco Shipyard- Land under development        
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]        
Encumbrances 0      
Initial Cost        
Initial Cost, Land 1,038,154      
Initial Cost, Buildings and Improvements 0      
Costs Capitalized Subsequent to Acquisition        
Costs Capitalized Subsequent to Acquisition, Land 98,804      
Costs Capitalized Subsequent to Acquisition, Buildings and Improvements 0      
Gross Amounts at Which Carried at Close of Period        
Gross Amounts at Which Carried at Close of Period, Land 1,136,958      
Gross Amounts at Which Carried at Close of Period, Buildings and Improvements 0      
Gross Amounts at Which Carried at Close of Period, Total 1,136,958      
Accumulated Depreciation 0      
Agriculture-Operating property        
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]        
Encumbrances 0      
Initial Cost        
Initial Cost, Land 40,634      
Initial Cost, Buildings and Improvements 1,114      
Costs Capitalized Subsequent to Acquisition        
Costs Capitalized Subsequent to Acquisition, Land (13,477)      
Costs Capitalized Subsequent to Acquisition, Buildings and Improvements 1,704      
Gross Amounts at Which Carried at Close of Period        
Gross Amounts at Which Carried at Close of Period, Land 27,157      
Gross Amounts at Which Carried at Close of Period, Buildings and Improvements 2,818      
Gross Amounts at Which Carried at Close of Period, Total 29,975      
Accumulated Depreciation 1,587      
Other Properties        
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]        
Encumbrances 0      
Initial Cost        
Initial Cost, Land 3,148      
Initial Cost, Buildings and Improvements 0      
Costs Capitalized Subsequent to Acquisition        
Costs Capitalized Subsequent to Acquisition, Land 351      
Costs Capitalized Subsequent to Acquisition, Buildings and Improvements 0      
Gross Amounts at Which Carried at Close of Period        
Gross Amounts at Which Carried at Close of Period, Land 3,499      
Gross Amounts at Which Carried at Close of Period, Buildings and Improvements 0      
Gross Amounts at Which Carried at Close of Period, Total 3,499      
Accumulated Depreciation $ 0      
XML 116 R98.htm IDEA: XBRL DOCUMENT v3.19.1
Schedule III—Real Estate and Accumulated Depreciation - Reconciliation of Real Estate and Accumulated Depreciation (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Reconciliation of Real Estate      
Balance at beginning of year $ 1,461,197 $ 1,395,698 $ 294,777
Improvements and additions 283,836 153,565 1,101,593
Cost of real estate sold (9,586) (80,466) (672)
Reimbursements and disposals (9,388) (7,600) 0
Balance at end of year 1,726,059 1,461,197 1,395,698
Reconciliation of Accumulated Depreciation      
Balance at beginning of year 3,407 2,943 2,442
Additions 187 464 501
Disposals (2,007) 0 0
Balance at end of year $ 1,587 $ 3,407 $ 2,943
EXCEL 117 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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�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how.js IDEA: XBRL DOCUMENT // Edgar(tm) Renderer was created by staff of the U.S. Securities and Exchange Commission. Data and content created by government employees within the scope of their employment are not subject to domestic copyright protection. 17 U.S.C. 105. var Show={};Show.LastAR=null,Show.showAR=function(a,r,w){if(Show.LastAR)Show.hideAR();var e=a;while(e&&e.nodeName!='TABLE')e=e.nextSibling;if(!e||e.nodeName!='TABLE'){var ref=((window)?w.document:document).getElementById(r);if(ref){e=ref.cloneNode(!0); e.removeAttribute('id');a.parentNode.appendChild(e)}} if(e)e.style.display='block';Show.LastAR=e};Show.hideAR=function(){Show.LastAR.style.display='none'};Show.toggleNext=function(a){var e=a;while(e.nodeName!='DIV')e=e.nextSibling;if(!e.style){}else if(!e.style.display){}else{var d,p_;if(e.style.display=='none'){d='block';p='-'}else{d='none';p='+'} e.style.display=d;if(a.textContent){a.textContent=p+a.textContent.substring(1)}else{a.innerText=p+a.innerText.substring(1)}}} XML 119 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 120 FilingSummary.xml IDEA: XBRL DOCUMENT 3.19.1 html 511 510 1 false 152 0 false 14 false false R1.htm 0001000 - Document - Document and Entity Information Sheet http://fivepoint.com/role/DocumentAndEntityInformation Document and Entity Information Cover 1 false false R2.htm 1002000 - Statement - Consolidated Balance Sheets Sheet http://fivepoint.com/role/ConsolidatedBalanceSheets Consolidated Balance Sheets Statements 2 false false R3.htm 1002001 - Statement - Consolidated Balance Sheets (Parenthetical) Sheet http://fivepoint.com/role/ConsolidatedBalanceSheetsParenthetical Consolidated Balance Sheets (Parenthetical) Statements 3 false false R4.htm 1003000 - Statement - Consolidated Statements of Operations Sheet http://fivepoint.com/role/ConsolidatedStatementsOfOperations Consolidated Statements of Operations Statements 4 false false R5.htm 1004000 - Statement - Consolidated Statements of Comprehensive Income (Loss) Sheet http://fivepoint.com/role/ConsolidatedStatementsOfComprehensiveIncomeLoss Consolidated Statements of Comprehensive Income (Loss) Statements 5 false false R6.htm 1005000 - Statement - Consolidated Statements of Capital Sheet http://fivepoint.com/role/ConsolidatedStatementsOfCapital Consolidated Statements of Capital Statements 6 false false R7.htm 1005001 - Statement - Consolidated Statements of Capital (Parenthetical) Sheet http://fivepoint.com/role/ConsolidatedStatementsOfCapitalParenthetical Consolidated Statements of Capital (Parenthetical) Statements 7 false false R8.htm 1006000 - Statement - Consolidated Statements of Cash Flows Sheet http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows Consolidated Statements of Cash Flows Statements 8 false false R9.htm 1006001 - Statement - Consolidated Statements of Cash Flows (Parenthetical) Sheet http://fivepoint.com/role/ConsolidatedStatementsOfCashFlowsParenthetical Consolidated Statements of Cash Flows (Parenthetical) Statements 9 false false R10.htm 2107100 - Disclosure - Business and Organization Sheet http://fivepoint.com/role/BusinessAndOrganization Business and Organization Notes 10 false false R11.htm 2107100 - Disclosure - Summary of Significant Accounting Policies Sheet http://fivepoint.com/role/SummaryOfSignificantAccountingPolicies Summary of Significant Accounting Policies Notes 11 false false R12.htm 2108100 - Disclosure - Revenue Sheet http://fivepoint.com/role/Revenue Revenue Notes 12 false false R13.htm 2109100 - Disclosure - Acquisitions and Disposals Sheet http://fivepoint.com/role/AcquisitionsAndDisposals Acquisitions and Disposals Notes 13 false false R14.htm 2110100 - Disclosure - Investment In Unconsolidated Entities Sheet http://fivepoint.com/role/InvestmentInUnconsolidatedEntities Investment In Unconsolidated Entities Notes 14 false false R15.htm 2113100 - Disclosure - Noncontrolling Interests Sheet http://fivepoint.com/role/NoncontrollingInterests Noncontrolling Interests Notes 15 false false R16.htm 2116100 - Disclosure - Consolidated Variable Interest Entity Sheet http://fivepoint.com/role/ConsolidatedVariableInterestEntity Consolidated Variable Interest Entity Notes 16 false false R17.htm 2119100 - Disclosure - Properties and Equipment, Net Sheet http://fivepoint.com/role/PropertiesAndEquipmentNet Properties and Equipment, Net Notes 17 false false R18.htm 2122100 - Disclosure - Intangible Asset, Net???Related Party Sheet http://fivepoint.com/role/IntangibleAssetNetrelatedParty Intangible Asset, Net???Related Party Notes 18 false false R19.htm 2128100 - Disclosure - Related Party Transactions Sheet http://fivepoint.com/role/RelatedPartyTransactions Related Party Transactions Notes 19 false false R20.htm 2131100 - Disclosure - Notes Payable, Net Notes http://fivepoint.com/role/NotesPayableNet Notes Payable, Net Notes 20 false false R21.htm 2134100 - Disclosure - Tax Receivable Agreement Sheet http://fivepoint.com/role/TaxReceivableAgreement Tax Receivable Agreement Notes 21 false false R22.htm 2137100 - Disclosure - Commitments and Contingencies Sheet http://fivepoint.com/role/CommitmentsAndContingencies Commitments and Contingencies Notes 22 false false R23.htm 2143100 - Disclosure - Supplemental Cash Flow Information Sheet http://fivepoint.com/role/SupplementalCashFlowInformation Supplemental Cash Flow Information Notes 23 false false R24.htm 2146100 - Disclosure - Segment Reporting Sheet http://fivepoint.com/role/SegmentReporting Segment Reporting Notes 24 false false R25.htm 2149100 - Disclosure - Share-Based Compensation Sheet http://fivepoint.com/role/ShareBasedCompensation Share-Based Compensation Notes 25 false false R26.htm 2152100 - Disclosure - Employee Benefit Plans Sheet http://fivepoint.com/role/EmployeeBenefitPlans Employee Benefit Plans Notes 26 false false R27.htm 2155100 - Disclosure - Income Taxes Sheet http://fivepoint.com/role/IncomeTaxes Income Taxes Notes 27 false false R28.htm 2157100 - Disclosure - Financial Instruments and Fair Value Measurements and Disclosures Sheet http://fivepoint.com/role/FinancialInstrumentsAndFairValueMeasurementsAndDisclosures Financial Instruments and Fair Value Measurements and Disclosures Notes 28 false false R29.htm 2158100 - Disclosure - Earnings Per Share Sheet http://fivepoint.com/role/EarningsPerShare Earnings Per Share Notes 29 false false R30.htm 2159100 - Disclosure - Accumulated Other Comprehensive Loss Sheet http://fivepoint.com/role/AccumulatedOtherComprehensiveLoss Accumulated Other Comprehensive Loss Notes 30 false false R31.htm 2160100 - Disclosure - Quarterly Financial Information (Unaudited) Sheet http://fivepoint.com/role/QuarterlyFinancialInformationUnaudited Quarterly Financial Information (Unaudited) Notes 31 false false R32.htm 2161100 - Disclosure - Schedule III???Real Estate and Accumulated Depreciation Sheet http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciation Schedule III???Real Estate and Accumulated Depreciation Notes 32 false false R33.htm 2207201 - Disclosure - Summary of Significant Accounting Policies (Policies) Sheet http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesPolicies Summary of Significant Accounting Policies (Policies) Policies http://fivepoint.com/role/SummaryOfSignificantAccountingPolicies 33 false false R34.htm 2307302 - Disclosure - Summary of Significant Accounting Policies (Tables) Sheet http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesTables Summary of Significant Accounting Policies (Tables) Tables http://fivepoint.com/role/SummaryOfSignificantAccountingPolicies 34 false false R35.htm 2308301 - Disclosure - Revenue (Tables) Sheet http://fivepoint.com/role/RevenueTables Revenue (Tables) Tables http://fivepoint.com/role/Revenue 35 false false R36.htm 2309301 - Disclosure - Acquisitions and Disposals (Tables) Sheet http://fivepoint.com/role/AcquisitionsAndDisposalsTables Acquisitions and Disposals (Tables) Tables http://fivepoint.com/role/AcquisitionsAndDisposals 36 false false R37.htm 2310301 - Disclosure - Investment In Unconsolidated Entities (Tables) Sheet http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesTables Investment In Unconsolidated Entities (Tables) Tables http://fivepoint.com/role/InvestmentInUnconsolidatedEntities 37 false false R38.htm 2319301 - Disclosure - Properties and Equipment, Net (Tables) Sheet http://fivepoint.com/role/PropertiesAndEquipmentNetTables Properties and Equipment, Net (Tables) Tables http://fivepoint.com/role/PropertiesAndEquipmentNet 38 false false R39.htm 2322301 - Disclosure - Intangible Asset, Net???Related Party (Tables) Sheet http://fivepoint.com/role/IntangibleAssetNetrelatedPartyTables Intangible Asset, Net???Related Party (Tables) Tables http://fivepoint.com/role/IntangibleAssetNetrelatedParty 39 false false R40.htm 2328301 - Disclosure - Related Party Transactions (Tables) Sheet http://fivepoint.com/role/RelatedPartyTransactionsTables Related Party Transactions (Tables) Tables http://fivepoint.com/role/RelatedPartyTransactions 40 false false R41.htm 2331301 - Disclosure - Notes Payable, Net (Tables) Notes http://fivepoint.com/role/NotesPayableNetTables Notes Payable, Net (Tables) Tables http://fivepoint.com/role/NotesPayableNet 41 false false R42.htm 2337301 - Disclosure - Commitments and Contingencies (Tables) Sheet http://fivepoint.com/role/CommitmentsAndContingenciesTables Commitments and Contingencies (Tables) Tables http://fivepoint.com/role/CommitmentsAndContingencies 42 false false R43.htm 2343301 - Disclosure - Supplemental Cash Flow Information (Tables) Sheet http://fivepoint.com/role/SupplementalCashFlowInformationTables Supplemental Cash Flow Information (Tables) Tables http://fivepoint.com/role/SupplementalCashFlowInformation 43 false false R44.htm 2346301 - Disclosure - Segment Reporting (Tables) Sheet http://fivepoint.com/role/SegmentReportingTables Segment Reporting (Tables) Tables http://fivepoint.com/role/SegmentReporting 44 false false R45.htm 2349301 - Disclosure - Share-Based Compensation (Tables) Sheet http://fivepoint.com/role/ShareBasedCompensationTables Share-Based Compensation (Tables) Tables http://fivepoint.com/role/ShareBasedCompensation 45 false false R46.htm 2352301 - Disclosure - Employee Benefit Plans (Tables) Sheet http://fivepoint.com/role/EmployeeBenefitPlansTables Employee Benefit Plans (Tables) Tables http://fivepoint.com/role/EmployeeBenefitPlans 46 false false R47.htm 2355301 - Disclosure - Income Taxes (Tables) Sheet http://fivepoint.com/role/IncomeTaxesTables Income Taxes (Tables) Tables http://fivepoint.com/role/IncomeTaxes 47 false false R48.htm 2358301 - Disclosure - Earnings Per Share (Tables) Sheet http://fivepoint.com/role/EarningsPerShareTables Earnings Per Share (Tables) Tables http://fivepoint.com/role/EarningsPerShare 48 false false R49.htm 2360301 - Disclosure - Quarterly Financial Information (Unaudited) (Tables) Sheet http://fivepoint.com/role/QuarterlyFinancialInformationUnauditedTables Quarterly Financial Information (Unaudited) (Tables) Tables http://fivepoint.com/role/QuarterlyFinancialInformationUnaudited 49 false false R50.htm 2407401 - Disclosure - Business and Organization (Details) Sheet http://fivepoint.com/role/BusinessAndOrganizationDetails Business and Organization (Details) Details http://fivepoint.com/role/BusinessAndOrganization 50 false false R51.htm 2407403 - Disclosure - Summary of Significant Accounting Policies - Properties and Equipment (Details) Sheet http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesPropertiesAndEquipmentDetails Summary of Significant Accounting Policies - Properties and Equipment (Details) Details 51 false false R52.htm 2407404 - Disclosure - Summary of Significant Accounting Policies - Narrative (Details) Sheet http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesNarrativeDetails Summary of Significant Accounting Policies - Narrative (Details) Details 52 false false R53.htm 2407405 - Disclosure - Summary of Significant Accounting Policies - Miscellaneous Income (Details) Sheet http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesMiscellaneousIncomeDetails Summary of Significant Accounting Policies - Miscellaneous Income (Details) Details 53 false false R54.htm 2407406 - Disclosure - Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements (Details) Sheet http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesRecentlyIssuedAccountingPronouncementsDetails Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements (Details) Details 54 false false R55.htm 2407407 - Disclosure - Summary of Significant Accounting Policies - Cumulative Effect From Adoption of New Revenue Guidance (Details) Sheet http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesCumulativeEffectFromAdoptionOfNewRevenueGuidanceDetails Summary of Significant Accounting Policies - Cumulative Effect From Adoption of New Revenue Guidance (Details) Details 55 false false R56.htm 2407408 - Disclosure - Summary of Significant Accounting Policies - Effect of Changes to Condensed Consolidated Statement of Cash Flows (Details) Sheet http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesEffectOfChangesToCondensedConsolidatedStatementOfCashFlowsDetails Summary of Significant Accounting Policies - Effect of Changes to Condensed Consolidated Statement of Cash Flows (Details) Details 56 false false R57.htm 2408402 - Disclosure - Revenue Impact of New Revenue Standard on Condensed Consolidated Financial Statements (Details) Sheet http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails Revenue Impact of New Revenue Standard on Condensed Consolidated Financial Statements (Details) Details 57 false false R58.htm 2408403 - Disclosure - Revenue Disaggregation of Revenue (Details) Sheet http://fivepoint.com/role/RevenueDisaggregationOfRevenueDetails Revenue Disaggregation of Revenue (Details) Details 58 false false R59.htm 2408404 - Disclosure - Revenue Additional Information (Details) Sheet http://fivepoint.com/role/RevenueAdditionalInformationDetails Revenue Additional Information (Details) Details 59 false false R60.htm 2409402 - Disclosure - Acquisitions and Disposals - Narrative (Details) Sheet http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails Acquisitions and Disposals - Narrative (Details) Details 60 false false R61.htm 2409403 - Disclosure - Acquisitions and Disposals - Consideration Transferred (Details) Sheet http://fivepoint.com/role/AcquisitionsAndDisposalsConsiderationTransferredDetails Acquisitions and Disposals - Consideration Transferred (Details) Details 61 false false R62.htm 2409404 - Disclosure - Acquisitions and Disposals - Assets Acquired and Liabilities Assumed (Details) Sheet http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails Acquisitions and Disposals - Assets Acquired and Liabilities Assumed (Details) Details 62 false false R63.htm 2409405 - Disclosure - Acquisitions and Disposals - Pro Forma Information (Details) Sheet http://fivepoint.com/role/AcquisitionsAndDisposalsProFormaInformationDetails Acquisitions and Disposals - Pro Forma Information (Details) Details 63 false false R64.htm 2410402 - Disclosure - Investment In Unconsolidated Entities - Narrative (Details) Sheet http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesNarrativeDetails Investment In Unconsolidated Entities - Narrative (Details) Details 64 false false R65.htm 2410403 - Disclosure - Investment In Unconsolidated Entities - Summarized Statement of Operations (Details) Sheet http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedStatementOfOperationsDetails Investment In Unconsolidated Entities - Summarized Statement of Operations (Details) Details 65 false false R66.htm 2410404 - Disclosure - Investment In Unconsolidated Entities - Summarized Balance Sheet Data (Details) Sheet http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedBalanceSheetDataDetails Investment In Unconsolidated Entities - Summarized Balance Sheet Data (Details) Details 66 false false R67.htm 2413401 - Disclosure - Noncontrolling Interests (Details) Sheet http://fivepoint.com/role/NoncontrollingInterestsDetails Noncontrolling Interests (Details) Details http://fivepoint.com/role/NoncontrollingInterests 67 false false R68.htm 2416401 - Disclosure - Consolidated Variable Interest Entity (Details) Sheet http://fivepoint.com/role/ConsolidatedVariableInterestEntityDetails Consolidated Variable Interest Entity (Details) Details http://fivepoint.com/role/ConsolidatedVariableInterestEntity 68 false false R69.htm 2419402 - Disclosure - Properties and Equipment, Net (Details) Sheet http://fivepoint.com/role/PropertiesAndEquipmentNetDetails Properties and Equipment, Net (Details) Details http://fivepoint.com/role/PropertiesAndEquipmentNetTables 69 false false R70.htm 2422402 - Disclosure - Intangible Asset, Net???Related Party (Details) Sheet http://fivepoint.com/role/IntangibleAssetNetrelatedPartyDetails Intangible Asset, Net???Related Party (Details) Details http://fivepoint.com/role/IntangibleAssetNetrelatedPartyTables 70 false false R71.htm 2428402 - Disclosure - Related Party Transactions - Related Party Assets and Liabilities (Details) Sheet http://fivepoint.com/role/RelatedPartyTransactionsRelatedPartyAssetsAndLiabilitiesDetails Related Party Transactions - Related Party Assets and Liabilities (Details) Details 71 false false R72.htm 2428403 - Disclosure - Related Party Transactions - Narrative (Details) Sheet http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails Related Party Transactions - Narrative (Details) Details 72 false false R73.htm 2431402 - Disclosure - Notes Payable, Net - Notes Payable (Details) Notes http://fivepoint.com/role/NotesPayableNetNotesPayableDetails Notes Payable, Net - Notes Payable (Details) Details 73 false false R74.htm 2431403 - Disclosure - Notes Payable, Net - Narrative (Details) Notes http://fivepoint.com/role/NotesPayableNetNarrativeDetails Notes Payable, Net - Narrative (Details) Details 74 false false R75.htm 2434401 - Disclosure - Tax Receivable Agreement (Details) Sheet http://fivepoint.com/role/TaxReceivableAgreementDetails Tax Receivable Agreement (Details) Details http://fivepoint.com/role/TaxReceivableAgreement 75 false false R76.htm 2437402 - Disclosure - Commitments and Contingencies - Operating Leases (Details) Sheet http://fivepoint.com/role/CommitmentsAndContingenciesOperatingLeasesDetails Commitments and Contingencies - Operating Leases (Details) Details 76 false false R77.htm 2437403 - Disclosure - Commitments and Contingencies - Narrative (Details) Sheet http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails Commitments and Contingencies - Narrative (Details) Details 77 false false R78.htm 2443402 - Disclosure - Supplemental Cash Flow Information (Details) Sheet http://fivepoint.com/role/SupplementalCashFlowInformationDetails Supplemental Cash Flow Information (Details) Details http://fivepoint.com/role/SupplementalCashFlowInformationTables 78 false false R79.htm 2446402 - Disclosure - Segment Reporting - Narrative (Details) Sheet http://fivepoint.com/role/SegmentReportingNarrativeDetails Segment Reporting - Narrative (Details) Details 79 false false R80.htm 2446403 - Disclosure - Segment Reporting - Revenues, Profit (Loss) and Assets (Details) Sheet http://fivepoint.com/role/SegmentReportingRevenuesProfitLossAndAssetsDetails Segment Reporting - Revenues, Profit (Loss) and Assets (Details) Details 80 false false R81.htm 2449402 - Disclosure - Share-Based Compensation (Details) Sheet http://fivepoint.com/role/ShareBasedCompensationDetails Share-Based Compensation (Details) Details http://fivepoint.com/role/ShareBasedCompensationTables 81 false false R82.htm 2452402 - Disclosure - Employee Benefit Plans - Narrative (Details) Sheet http://fivepoint.com/role/EmployeeBenefitPlansNarrativeDetails Employee Benefit Plans - Narrative (Details) Details 82 false false R83.htm 2452403 - Disclosure - Employee Benefit Plans - Change in Benefit Obligation and Plan Assets (Details) Sheet http://fivepoint.com/role/EmployeeBenefitPlansChangeInBenefitObligationAndPlanAssetsDetails Employee Benefit Plans - Change in Benefit Obligation and Plan Assets (Details) Details 83 false false R84.htm 2452404 - Disclosure - Employee Benefit Plans - Net Periodic Benefit Cost (Details) Sheet http://fivepoint.com/role/EmployeeBenefitPlansNetPeriodicBenefitCostDetails Employee Benefit Plans - Net Periodic Benefit Cost (Details) Details 84 false false R85.htm 2452405 - Disclosure - Employee Benefit Plans - Weighted-Average Assumptions (Details) Sheet http://fivepoint.com/role/EmployeeBenefitPlansWeightedAverageAssumptionsDetails Employee Benefit Plans - Weighted-Average Assumptions (Details) Details 85 false false R86.htm 2452406 - Disclosure - Employee Benefit Plans - Fair Value of Plan Assets by Fund Type (Details) Sheet http://fivepoint.com/role/EmployeeBenefitPlansFairValueOfPlanAssetsByFundTypeDetails Employee Benefit Plans - Fair Value of Plan Assets by Fund Type (Details) Details 86 false false R87.htm 2452407 - Disclosure - Employee Benefit Plans - Expected Future Benefit Payments (Details) Sheet http://fivepoint.com/role/EmployeeBenefitPlansExpectedFutureBenefitPaymentsDetails Employee Benefit Plans - Expected Future Benefit Payments (Details) Details 87 false false R88.htm 2455402 - Disclosure - Income Taxes - Schedule of Income Taxes (Details) Sheet http://fivepoint.com/role/IncomeTaxesScheduleOfIncomeTaxesDetails Income Taxes - Schedule of Income Taxes (Details) Details 88 false false R89.htm 2455403 - Disclosure - Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) Sheet http://fivepoint.com/role/IncomeTaxesScheduleOfDeferredTaxAssetsAndLiabilitiesDetails Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) Details 89 false false R90.htm 2455404 - Disclosure - Income Taxes - Reconciliation of Statutory Rate and Effective Rate (Details) Sheet http://fivepoint.com/role/IncomeTaxesReconciliationOfStatutoryRateAndEffectiveRateDetails Income Taxes - Reconciliation of Statutory Rate and Effective Rate (Details) Details 90 false false R91.htm 2455405 - Disclosure - Income Taxes - Narrative (Details) Sheet http://fivepoint.com/role/IncomeTaxesNarrativeDetails Income Taxes - Narrative (Details) Details 91 false false R92.htm 2457401 - Disclosure - Financial Instruments and Fair Value Measurements and Disclosures Narrative (Details) Sheet http://fivepoint.com/role/FinancialInstrumentsAndFairValueMeasurementsAndDisclosuresNarrativeDetails Financial Instruments and Fair Value Measurements and Disclosures Narrative (Details) Details http://fivepoint.com/role/FinancialInstrumentsAndFairValueMeasurementsAndDisclosures 92 false false R93.htm 2458402 - Disclosure - Earnings Per Share - Narrative (Details) Sheet http://fivepoint.com/role/EarningsPerShareNarrativeDetails Earnings Per Share - Narrative (Details) Details 93 false false R94.htm 2458403 - Disclosure - Earnings Per Share - Schedule of Earnings Per Share (Details) Sheet http://fivepoint.com/role/EarningsPerShareScheduleOfEarningsPerShareDetails Earnings Per Share - Schedule of Earnings Per Share (Details) Details 94 false false R95.htm 2459401 - Disclosure - Accumulated Other Comprehensive Loss (Details) Sheet http://fivepoint.com/role/AccumulatedOtherComprehensiveLossDetails Accumulated Other Comprehensive Loss (Details) Details http://fivepoint.com/role/AccumulatedOtherComprehensiveLoss 95 false false R96.htm 2460402 - Disclosure - Quarterly Financial Information (Unaudited) (Details) Sheet http://fivepoint.com/role/QuarterlyFinancialInformationUnauditedDetails Quarterly Financial Information (Unaudited) (Details) Details http://fivepoint.com/role/QuarterlyFinancialInformationUnauditedTables 96 false false R97.htm 2461401 - Disclosure - Schedule III???Real Estate and Accumulated Depreciation - Schedule of Real Estate and Accumulated Depreciation (Details) Sheet http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationScheduleOfRealEstateAndAccumulatedDepreciationDetails Schedule III???Real Estate and Accumulated Depreciation - Schedule of Real Estate and Accumulated Depreciation (Details) Details 97 false false R98.htm 2461402 - Disclosure - Schedule III???Real Estate and Accumulated Depreciation - Reconciliation of Real Estate and Accumulated Depreciation (Details) Sheet http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationReconciliationOfRealEstateAndAccumulatedDepreciationDetails Schedule III???Real Estate and Accumulated Depreciation - Reconciliation of Real Estate and Accumulated Depreciation (Details) Details 98 false false All Reports Book All Reports fph-123118x10k.htm fph-123118x10kxexhx1011.htm fph-123118x10kxexhx1027.htm fph-123118x10kxexhx104.htm fph-123118x10kxexhx231.htm fph-123118x10kxexhx311.htm fph-123118x10kxexhx312.htm fph-123118x10kxexhx321.htm fph-123118x10kxexhx322.htm fph-123118x10kxexx211.htm fph-20181231.xsd fph-20181231_cal.xml fph-20181231_def.xml fph-20181231_lab.xml fph-20181231_pre.xml org10k.jpg performancegraphcolora01.jpg http://fasb.org/srt/2018-01-31 http://xbrl.sec.gov/dei/2018-01-31 http://fasb.org/us-gaap/2018-01-31 true true JSON 123 MetaLinks.json IDEA: XBRL DOCUMENT { "instance": { "fph-123118x10k.htm": { "axisCustom": 0, "axisStandard": 45, "contextCount": 511, "dts": { "calculationLink": { "local": [ "fph-20181231_cal.xml" ] }, "definitionLink": { "local": [ "fph-20181231_def.xml" ], "remote": [ "http://xbrl.fasb.org/srt/2018/elts/srt-eedm1-def-2018-01-31.xml", "http://xbrl.fasb.org/us-gaap/2018/elts/us-gaap-eedm-def-2018-01-31.xml" ] }, "inline": { "local": [ "fph-123118x10k.htm" ] }, "labelLink": { "local": [ "fph-20181231_lab.xml" ], "remote": [ "http://xbrl.fasb.org/srt/2018/elts/srt-doc-2018-01-31.xml", "http://xbrl.fasb.org/us-gaap/2018/elts/us-gaap-doc-2018-01-31.xml", "https://xbrl.sec.gov/dei/2018/dei-doc-2018-01-31.xml" ] }, "presentationLink": { "local": [ "fph-20181231_pre.xml" ] }, "referenceLink": { "remote": [ "http://xbrl.fasb.org/srt/2018/elts/srt-ref-2018-01-31.xml", "http://xbrl.fasb.org/us-gaap/2018/elts/us-gaap-ref-2018-01-31.xml", "https://xbrl.sec.gov/dei/2018/dei-ref-2018-01-31.xml" ] }, "schema": { "local": [ "fph-20181231.xsd" ], "remote": [ "http://www.xbrl.org/2003/xbrl-instance-2003-12-31.xsd", "http://www.xbrl.org/2003/xbrl-linkbase-2003-12-31.xsd", "http://www.xbrl.org/2003/xl-2003-12-31.xsd", "http://www.xbrl.org/2003/xlink-2003-12-31.xsd", "http://www.xbrl.org/2005/xbrldt-2005.xsd", "http://www.xbrl.org/2006/ref-2006-02-27.xsd", "http://www.xbrl.org/dtr/type/nonNumeric-2009-12-16.xsd", "http://www.xbrl.org/dtr/type/numeric-2009-12-16.xsd", "http://www.xbrl.org/lrr/arcrole/factExplanatory-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/deprecated-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/negated-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/net-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/reference-2009-12-16.xsd", "http://xbrl.fasb.org/srt/2018/elts/srt-2018-01-31.xsd", "http://xbrl.fasb.org/srt/2018/elts/srt-roles-2018-01-31.xsd", "http://xbrl.fasb.org/srt/2018/elts/srt-types-2018-01-31.xsd", "http://xbrl.fasb.org/us-gaap/2018/elts/us-gaap-2018-01-31.xsd", "http://xbrl.fasb.org/us-gaap/2018/elts/us-parts-codification-2018-01-31.xsd", "http://xbrl.fasb.org/us-gaap/2018/elts/us-roles-2018-01-31.xsd", "http://xbrl.fasb.org/us-gaap/2018/elts/us-types-2018-01-31.xsd", "http://xbrl.sec.gov/country/2017/country-2017-01-31.xsd", "http://xbrl.sec.gov/currency/2017/currency-2017-01-31.xsd", "http://xbrl.sec.gov/invest/2013/invest-2013-01-31.xsd", "http://xbrl.sec.gov/naics/2017/naics-2017-01-31.xsd", "http://xbrl.sec.gov/sic/2011/sic-2011-01-31.xsd", "https://xbrl.sec.gov/dei/2018/dei-2018-01-31.xsd", "https://xbrl.sec.gov/exch/2018/exch-2018-01-31.xsd", "https://xbrl.sec.gov/stpr/2018/stpr-2018-01-31.xsd" ] } }, "elementCount": 858, "entityCount": 1, "hidden": { "http://fasb.org/us-gaap/2018-01-31": 30, "http://fivepoint.com/20181231": 12, "http://xbrl.sec.gov/dei/2018-01-31": 14, "total": 56 }, "keyCustom": 120, "keyStandard": 390, "memberCustom": 63, "memberStandard": 70, "nsprefix": "fph", "nsuri": "http://fivepoint.com/20181231", "report": { "R1": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "true", "longName": "0001000 - Document - Document and Entity Information", "role": "http://fivepoint.com/role/DocumentAndEntityInformation", "shortName": "Document and Entity Information", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R10": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2107100 - Disclosure - Business and Organization", "role": "http://fivepoint.com/role/BusinessAndOrganization", "shortName": "Business and Organization", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R11": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2107100 - Disclosure - Summary of Significant Accounting Policies", "role": "http://fivepoint.com/role/SummaryOfSignificantAccountingPolicies", "shortName": "Summary of Significant Accounting Policies", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R12": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2108100 - Disclosure - Revenue", "role": "http://fivepoint.com/role/Revenue", "shortName": "Revenue", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R13": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BusinessCombinationDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2109100 - Disclosure - Acquisitions and Disposals", "role": "http://fivepoint.com/role/AcquisitionsAndDisposals", "shortName": "Acquisitions and Disposals", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BusinessCombinationDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R14": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EquityMethodInvestmentsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2110100 - Disclosure - Investment In Unconsolidated Entities", "role": "http://fivepoint.com/role/InvestmentInUnconsolidatedEntities", "shortName": "Investment In Unconsolidated Entities", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EquityMethodInvestmentsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R15": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:MinorityInterestDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2113100 - Disclosure - Noncontrolling Interests", "role": "http://fivepoint.com/role/NoncontrollingInterests", "shortName": "Noncontrolling Interests", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:MinorityInterestDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R16": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:VariableInterestEntityDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2116100 - Disclosure - Consolidated Variable Interest Entity", "role": "http://fivepoint.com/role/ConsolidatedVariableInterestEntity", "shortName": "Consolidated Variable Interest Entity", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:VariableInterestEntityDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R17": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2119100 - Disclosure - Properties and Equipment, Net", "role": "http://fivepoint.com/role/PropertiesAndEquipmentNet", "shortName": "Properties and Equipment, Net", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R18": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IntangibleAssetsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2122100 - Disclosure - Intangible Asset, Net\u2014Related Party", "role": "http://fivepoint.com/role/IntangibleAssetNetrelatedParty", "shortName": "Intangible Asset, Net\u2014Related Party", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IntangibleAssetsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R19": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2128100 - Disclosure - Related Party Transactions", "role": "http://fivepoint.com/role/RelatedPartyTransactions", "shortName": "Related Party Transactions", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R2": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2018Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:InventoryRealEstate", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1002000 - Statement - Consolidated Balance Sheets", "role": "http://fivepoint.com/role/ConsolidatedBalanceSheets", "shortName": "Consolidated Balance Sheets", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2018Q4", "decimals": "-3", "lang": null, "name": "us-gaap:NotesPayable", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R20": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DebtDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2131100 - Disclosure - Notes Payable, Net", "role": "http://fivepoint.com/role/NotesPayableNet", "shortName": "Notes Payable, Net", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DebtDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R21": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "fph:TaxReceivableAgreementTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2134100 - Disclosure - Tax Receivable Agreement", "role": "http://fivepoint.com/role/TaxReceivableAgreement", "shortName": "Tax Receivable Agreement", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "fph:TaxReceivableAgreementTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R22": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2137100 - Disclosure - Commitments and Contingencies", "role": "http://fivepoint.com/role/CommitmentsAndContingencies", "shortName": "Commitments and Contingencies", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R23": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CashFlowSupplementalDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2143100 - Disclosure - Supplemental Cash Flow Information", "role": "http://fivepoint.com/role/SupplementalCashFlowInformation", "shortName": "Supplemental Cash Flow Information", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CashFlowSupplementalDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R24": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SegmentReportingDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2146100 - Disclosure - Segment Reporting", "role": "http://fivepoint.com/role/SegmentReporting", "shortName": "Segment Reporting", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SegmentReportingDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R25": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2149100 - Disclosure - Share-Based Compensation", "role": "http://fivepoint.com/role/ShareBasedCompensation", "shortName": "Share-Based Compensation", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R26": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PensionAndOtherPostretirementBenefitsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2152100 - Disclosure - Employee Benefit Plans", "role": "http://fivepoint.com/role/EmployeeBenefitPlans", "shortName": "Employee Benefit Plans", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PensionAndOtherPostretirementBenefitsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R27": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2155100 - Disclosure - Income Taxes", "role": "http://fivepoint.com/role/IncomeTaxes", "shortName": "Income Taxes", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R28": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2157100 - Disclosure - Financial Instruments and Fair Value Measurements and Disclosures", "role": "http://fivepoint.com/role/FinancialInstrumentsAndFairValueMeasurementsAndDisclosures", "shortName": "Financial Instruments and Fair Value Measurements and Disclosures", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R29": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2158100 - Disclosure - Earnings Per Share", "role": "http://fivepoint.com/role/EarningsPerShare", "shortName": "Earnings Per Share", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R3": { "firstAnchor": null, "groupType": "statement", "isDefault": "false", "longName": "1002001 - Statement - Consolidated Balance Sheets (Parenthetical)", "role": "http://fivepoint.com/role/ConsolidatedBalanceSheetsParenthetical", "shortName": "Consolidated Balance Sheets (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": null }, "R30": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ComprehensiveIncomeNoteTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2159100 - Disclosure - Accumulated Other Comprehensive Loss", "role": "http://fivepoint.com/role/AccumulatedOtherComprehensiveLoss", "shortName": "Accumulated Other Comprehensive Loss", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ComprehensiveIncomeNoteTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R31": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:QuarterlyFinancialInformationTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2160100 - Disclosure - Quarterly Financial Information (Unaudited)", "role": "http://fivepoint.com/role/QuarterlyFinancialInformationUnaudited", "shortName": "Quarterly Financial Information (Unaudited)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:QuarterlyFinancialInformationTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R32": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "srt:RealEstateAndAccumulatedDepreciationDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2161100 - Disclosure - Schedule III\u2014Real Estate and Accumulated Depreciation", "role": "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciation", "shortName": "Schedule III\u2014Real Estate and Accumulated Depreciation", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "srt:RealEstateAndAccumulatedDepreciationDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R33": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfAccountingPolicyPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2207201 - Disclosure - Summary of Significant Accounting Policies (Policies)", "role": "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesPolicies", "shortName": "Summary of Significant Accounting Policies (Policies)", "subGroupType": "policies", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfAccountingPolicyPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R34": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfNewAccountingPronouncementsAndChangesInAccountingPrinciplesTextBlock", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2307302 - Disclosure - Summary of Significant Accounting Policies (Tables)", "role": "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesTables", "shortName": "Summary of Significant Accounting Policies (Tables)", "subGroupType": "tables", "uniqueAnchor": null }, "R35": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfNewAccountingPronouncementsAndChangesInAccountingPrinciplesTextBlock", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2308301 - Disclosure - Revenue (Tables)", "role": "http://fivepoint.com/role/RevenueTables", "shortName": "Revenue (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "lang": "en-US", "name": "us-gaap:DisaggregationOfRevenueTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R36": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2309301 - Disclosure - Acquisitions and Disposals (Tables)", "role": "http://fivepoint.com/role/AcquisitionsAndDisposalsTables", "shortName": "Acquisitions and Disposals (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R37": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EquityMethodInvestmentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2310301 - Disclosure - Investment In Unconsolidated Entities (Tables)", "role": "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesTables", "shortName": "Investment In Unconsolidated Entities (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EquityMethodInvestmentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R38": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2319301 - Disclosure - Properties and Equipment, Net (Tables)", "role": "http://fivepoint.com/role/PropertiesAndEquipmentNetTables", "shortName": "Properties and Equipment, Net (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R39": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2322301 - Disclosure - Intangible Asset, Net\u2014Related Party (Tables)", "role": "http://fivepoint.com/role/IntangibleAssetNetrelatedPartyTables", "shortName": "Intangible Asset, Net\u2014Related Party (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R4": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1003000 - Statement - Consolidated Statements of Operations", "role": "http://fivepoint.com/role/ConsolidatedStatementsOfOperations", "shortName": "Consolidated Statements of Operations", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": "-3", "lang": null, "name": "us-gaap:CostsAndExpenses", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R40": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfRelatedPartyTransactionsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2328301 - Disclosure - Related Party Transactions (Tables)", "role": "http://fivepoint.com/role/RelatedPartyTransactionsTables", "shortName": "Related Party Transactions (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfRelatedPartyTransactionsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R41": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDebtInstrumentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2331301 - Disclosure - Notes Payable, Net (Tables)", "role": "http://fivepoint.com/role/NotesPayableNetTables", "shortName": "Notes Payable, Net (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDebtInstrumentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R42": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfFutureMinimumRentalPaymentsForOperatingLeasesTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2337301 - Disclosure - Commitments and Contingencies (Tables)", "role": "http://fivepoint.com/role/CommitmentsAndContingenciesTables", "shortName": "Commitments and Contingencies (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfFutureMinimumRentalPaymentsForOperatingLeasesTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R43": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfCashFlowSupplementalDisclosuresTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2343301 - Disclosure - Supplemental Cash Flow Information (Tables)", "role": "http://fivepoint.com/role/SupplementalCashFlowInformationTables", "shortName": "Supplemental Cash Flow Information (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfCashFlowSupplementalDisclosuresTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R44": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfSegmentReportingInformationBySegmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2346301 - Disclosure - Segment Reporting (Tables)", "role": "http://fivepoint.com/role/SegmentReportingTables", "shortName": "Segment Reporting (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfSegmentReportingInformationBySegmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R45": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfSharebasedCompensationRestrictedStockAndRestrictedStockUnitsActivityTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2349301 - Disclosure - Share-Based Compensation (Tables)", "role": "http://fivepoint.com/role/ShareBasedCompensationTables", "shortName": "Share-Based Compensation (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfSharebasedCompensationRestrictedStockAndRestrictedStockUnitsActivityTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R46": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfNetFundedStatusTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2352301 - Disclosure - Employee Benefit Plans (Tables)", "role": "http://fivepoint.com/role/EmployeeBenefitPlansTables", "shortName": "Employee Benefit Plans (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfNetFundedStatusTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R47": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2355301 - Disclosure - Income Taxes (Tables)", "role": "http://fivepoint.com/role/IncomeTaxesTables", "shortName": "Income Taxes (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R48": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2358301 - Disclosure - Earnings Per Share (Tables)", "role": "http://fivepoint.com/role/EarningsPerShareTables", "shortName": "Earnings Per Share (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R49": { "firstAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfQuarterlyFinancialInformationTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2360301 - Disclosure - Quarterly Financial Information (Unaudited) (Tables)", "role": "http://fivepoint.com/role/QuarterlyFinancialInformationUnauditedTables", "shortName": "Quarterly Financial Information (Unaudited) (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfQuarterlyFinancialInformationTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R5": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:ProfitLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1004000 - Statement - Consolidated Statements of Comprehensive Income (Loss)", "role": "http://fivepoint.com/role/ConsolidatedStatementsOfComprehensiveIncomeLoss", "shortName": "Consolidated Statements of Comprehensive Income (Loss)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": "-3", "lang": null, "name": "us-gaap:ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R50": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:ProceedsFromIssuanceInitialPublicOffering", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2407401 - Disclosure - Business and Organization (Details)", "role": "http://fivepoint.com/role/BusinessAndOrganizationDetails", "shortName": "Business and Organization (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "I2016Q2May02_srt_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis_fph_HeritageFieldsLLCMember", "decimals": "3", "lang": null, "name": "us-gaap:EquityMethodInvestmentOwnershipPercentage", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R51": { "firstAnchor": null, "groupType": "disclosure", "isDefault": "false", "longName": "2407403 - Disclosure - Summary of Significant Accounting Policies - Properties and Equipment (Details)", "role": "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesPropertiesAndEquipmentDetails", "shortName": "Summary of Significant Accounting Policies - Properties and Equipment (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R52": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2018Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:AssetsOfDisposalGroupIncludingDiscontinuedOperation", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2407404 - Disclosure - Summary of Significant Accounting Policies - Narrative (Details)", "role": "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesNarrativeDetails", "shortName": "Summary of Significant Accounting Policies - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2017Q4", "decimals": "-5", "lang": null, "name": "us-gaap:DisposalGroupIncludingDiscontinuedOperationPropertyPlantAndEquipment", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R53": { "firstAnchor": { "ancestors": [ "span", "span", "ix:continuation", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "D2018Q1Jan1-Jan31", "decimals": "-5", "first": true, "lang": null, "name": "us-gaap:GainLossOnSaleOfProperties", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2407405 - Disclosure - Summary of Significant Accounting Policies - Miscellaneous Income (Details)", "role": "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesMiscellaneousIncomeDetails", "shortName": "Summary of Significant Accounting Policies - Miscellaneous Income (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R54": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:SellingGeneralAndAdministrativeExpense", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2407406 - Disclosure - Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements (Details)", "role": "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesRecentlyIssuedAccountingPronouncementsDetails", "shortName": "Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2018Q4_srt_RangeAxis_srt_MinimumMember_us-gaap_AdjustmentsForNewAccountingPronouncementsAxis_us-gaap_AccountingStandardsUpdate201602Member", "decimals": "-6", "lang": null, "name": "us-gaap:OperatingLeaseRightOfUseAsset", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R55": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2018Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:InventoryRealEstate", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2407407 - Disclosure - Summary of Significant Accounting Policies - Cumulative Effect From Adoption of New Revenue Guidance (Details)", "role": "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesCumulativeEffectFromAdoptionOfNewRevenueGuidanceDetails", "shortName": "Summary of Significant Accounting Policies - Cumulative Effect From Adoption of New Revenue Guidance (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R56": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2017Q4YTD", "decimals": "-3", "first": true, "lang": null, "name": "fph:RestrictedCashandCertificatesofDepositPeriodIncreaseDecrease", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2407408 - Disclosure - Summary of Significant Accounting Policies - Effect of Changes to Condensed Consolidated Statement of Cash Flows (Details)", "role": "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesEffectOfChangesToCondensedConsolidatedStatementOfCashFlowsDetails", "shortName": "Summary of Significant Accounting Policies - Effect of Changes to Condensed Consolidated Statement of Cash Flows (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2017Q4YTD", "decimals": "-3", "first": true, "lang": null, "name": "fph:RestrictedCashandCertificatesofDepositPeriodIncreaseDecrease", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R57": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2408402 - Disclosure - Revenue Impact of New Revenue Standard on Condensed Consolidated Financial Statements (Details)", "role": "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails", "shortName": "Revenue Impact of New Revenue Standard on Condensed Consolidated Financial Statements (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD_us-gaap_InitialApplicationPeriodCumulativeEffectTransitionAxis_us-gaap_CalculatedUnderRevenueGuidanceInEffectBeforeTopic606Member", "decimals": "-3", "lang": null, "name": "us-gaap:IncomeLossFromEquityMethodInvestments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R58": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2408403 - Disclosure - Revenue Disaggregation of Revenue (Details)", "role": "http://fivepoint.com/role/RevenueDisaggregationOfRevenueDetails", "shortName": "Revenue Disaggregation of Revenue (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD_srt_ProductOrServiceAxis_fph_LandSalesMember", "decimals": "-3", "lang": null, "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R59": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2018Q4", "decimals": "-5", "first": true, "lang": null, "name": "us-gaap:ContractWithCustomerAssetNet", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2408404 - Disclosure - Revenue Additional Information (Details)", "role": "http://fivepoint.com/role/RevenueAdditionalInformationDetails", "shortName": "Revenue Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": "-5", "lang": null, "name": "us-gaap:IncreaseDecreaseInContractWithCustomerAsset", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R6": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2017Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:MembersCapital", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1005000 - Statement - Consolidated Statements of Capital", "role": "http://fivepoint.com/role/ConsolidatedStatementsOfCapital", "shortName": "Consolidated Statements of Capital", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2015Q4", "decimals": "-3", "lang": null, "name": "us-gaap:StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R60": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": "INF", "first": true, "lang": null, "name": "fph:NoncontrollingInterestStockholdersRighttoExchangeConversionRatio", "reportCount": 1, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2409402 - Disclosure - Acquisitions and Disposals - Narrative (Details)", "role": "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails", "shortName": "Acquisitions and Disposals - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "ix:continuation", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "D2018Q1Jan1-Jan31", "decimals": "-5", "lang": null, "name": "fph:ProceedsfromSaleofPropertyHeldforsaleNet", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R61": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "D2016Q2May2_us-gaap_BusinessAcquisitionAxis_fph_TheSanFranciscoVentureMember", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:BusinessAcquisitionEquityInterestsIssuedOrIssuableNumberOfSharesIssued", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2409403 - Disclosure - Acquisitions and Disposals - Consideration Transferred (Details)", "role": "http://fivepoint.com/role/AcquisitionsAndDisposalsConsiderationTransferredDetails", "shortName": "Acquisitions and Disposals - Consideration Transferred (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "D2016Q2May2_us-gaap_BusinessAcquisitionAxis_fph_TheSanFranciscoVentureMember", "decimals": "-3", "lang": null, "name": "us-gaap:BusinessCombinationConsiderationTransferredLiabilitiesIncurred", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R62": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "I2016Q2May02_us-gaap_BusinessAcquisitionAxis_fph_TheSanFranciscoVentureMember", "decimals": "-3", "first": true, "lang": null, "name": "fph:BusinessCombinationRecognizedIdentifiableAssetsAcquiredandLiabilitiesAssumedInventoryRealEstate", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2409404 - Disclosure - Acquisitions and Disposals - Assets Acquired and Liabilities Assumed (Details)", "role": "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails", "shortName": "Acquisitions and Disposals - Assets Acquired and Liabilities Assumed (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "I2016Q2May02_us-gaap_BusinessAcquisitionAxis_fph_TheSanFranciscoVentureMember", "decimals": "-3", "first": true, "lang": null, "name": "fph:BusinessCombinationRecognizedIdentifiableAssetsAcquiredandLiabilitiesAssumedInventoryRealEstate", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R63": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2016Q4YTD_us-gaap_BusinessAcquisitionAxis_fph_TheManagementCompanyandTheSanFranciscoVentureMember", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:BusinessCombinationProFormaInformationRevenueOfAcquireeSinceAcquisitionDateActual", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2409405 - Disclosure - Acquisitions and Disposals - Pro Forma Information (Details)", "role": "http://fivepoint.com/role/AcquisitionsAndDisposalsProFormaInformationDetails", "shortName": "Acquisitions and Disposals - Pro Forma Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2016Q4YTD_us-gaap_BusinessAcquisitionAxis_fph_TheManagementCompanyandTheSanFranciscoVentureMember", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:BusinessCombinationProFormaInformationRevenueOfAcquireeSinceAcquisitionDateActual", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R64": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:PaymentsForProceedsFromBusinessesAndInterestInAffiliates", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2410402 - Disclosure - Investment In Unconsolidated Entities - Narrative (Details)", "role": "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesNarrativeDetails", "shortName": "Investment In Unconsolidated Entities - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2018Q4_dei_LegalEntityAxis_fph_GreatParkVentureMember", "decimals": "-5", "lang": null, "name": "fph:DistributionMadetoLimitedLiabilityCompanyLLCMemberCashDistributionsPaidAggregate", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R65": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:IncomeLossFromEquityMethodInvestments", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2410403 - Disclosure - Investment In Unconsolidated Entities - Summarized Statement of Operations (Details)", "role": "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedStatementOfOperationsDetails", "shortName": "Investment In Unconsolidated Entities - Summarized Statement of Operations (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD_srt_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis_fph_GreatParkVentureMember", "decimals": "-3", "lang": null, "name": "us-gaap:EquityMethodInvestmentSummarizedFinancialInformationRevenue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R66": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2018Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:EquityMethodInvestments", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2410404 - Disclosure - Investment In Unconsolidated Entities - Summarized Balance Sheet Data (Details)", "role": "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedBalanceSheetDataDetails", "shortName": "Investment In Unconsolidated Entities - Summarized Balance Sheet Data (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2018Q4_srt_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis_fph_GreatParkVentureMember", "decimals": "-3", "lang": null, "name": "fph:EquityMethodInvestmentSummarizedFinancialInformationInventoryRealEstate", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R67": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "fph:NoncontrollingInterestStockholdersRightToExchangeHoldingPeriod", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2413401 - Disclosure - Noncontrolling Interests (Details)", "role": "http://fivepoint.com/role/NoncontrollingInterestsDetails", "shortName": "Noncontrolling Interests (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "fph:NoncontrollingInterestStockholdersRightToExchangeHoldingPeriod", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R68": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2018Q4", "decimals": "-3", "first": true, "lang": null, "name": "fph:TaxReceivableAgreementLiabilityNoncurrent", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2416401 - Disclosure - Consolidated Variable Interest Entity (Details)", "role": "http://fivepoint.com/role/ConsolidatedVariableInterestEntityDetails", "shortName": "Consolidated Variable Interest Entity (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD_dei_LegalEntityAxis_fph_TheSanFranciscoVentureMember", "decimals": "INF", "lang": null, "name": "fph:VariableInterestEntityDistributionPercentage", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R69": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2018Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:PropertyPlantAndEquipmentGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2419402 - Disclosure - Properties and Equipment, Net (Details)", "role": "http://fivepoint.com/role/PropertiesAndEquipmentNetDetails", "shortName": "Properties and Equipment, Net (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2018Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:PropertyPlantAndEquipmentGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R7": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:OtherComprehensiveIncomeLossTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1005001 - Statement - Consolidated Statements of Capital (Parenthetical)", "role": "http://fivepoint.com/role/ConsolidatedStatementsOfCapitalParenthetical", "shortName": "Consolidated Statements of Capital (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": null }, "R70": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2018Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:FiniteLivedIntangibleAssetsGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2422402 - Disclosure - Intangible Asset, Net\u2014Related Party (Details)", "role": "http://fivepoint.com/role/IntangibleAssetNetrelatedPartyDetails", "shortName": "Intangible Asset, Net\u2014Related Party (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2018Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:FiniteLivedIntangibleAssetsGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R71": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2018Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:DueFromRelatedParties", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2428402 - Disclosure - Related Party Transactions - Related Party Assets and Liabilities (Details)", "role": "http://fivepoint.com/role/RelatedPartyTransactionsRelatedPartyAssetsAndLiabilitiesDetails", "shortName": "Related Party Transactions - Related Party Assets and Liabilities (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2018Q4_us-gaap_RelatedPartyTransactionAxis_us-gaap_PrepaidExpensesAndOtherCurrentAssetsMember", "decimals": "-3", "lang": null, "name": "us-gaap:DueFromRelatedParties", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R72": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2018Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:DueFromRelatedParties", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2428403 - Disclosure - Related Party Transactions - Narrative (Details)", "role": "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails", "shortName": "Related Party Transactions - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": "-5", "lang": null, "name": "us-gaap:RevenueFromRelatedParties", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R73": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2018Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:DebtInstrumentCarryingAmount", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2431402 - Disclosure - Notes Payable, Net - Notes Payable (Details)", "role": "http://fivepoint.com/role/NotesPayableNetNotesPayableDetails", "shortName": "Notes Payable, Net - Notes Payable (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2018Q4", "decimals": "-3", "lang": null, "name": "us-gaap:DebtInstrumentUnamortizedDiscount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R74": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:ProceedsFromIssuanceOfSeniorLongTermDebt", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2431403 - Disclosure - Notes Payable, Net - Narrative (Details)", "role": "http://fivepoint.com/role/NotesPayableNetNarrativeDetails", "shortName": "Notes Payable, Net - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "I2017Q4Nov30_us-gaap_DebtInstrumentAxis_fph_SeniorNotesDue20257.875Member_us-gaap_LongtermDebtTypeAxis_us-gaap_SeniorNotesMember", "decimals": "-5", "lang": null, "name": "us-gaap:DebtInstrumentFaceAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R75": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "I2016Q2May02", "decimals": "2", "first": true, "lang": null, "name": "fph:TaxReceivableAgreementPercentageofRealizedCashSavingsinTaxToBePassThrough", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2434401 - Disclosure - Tax Receivable Agreement (Details)", "role": "http://fivepoint.com/role/TaxReceivableAgreementDetails", "shortName": "Tax Receivable Agreement (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "I2016Q2May02", "decimals": "2", "first": true, "lang": null, "name": "fph:TaxReceivableAgreementPercentageofRealizedCashSavingsinTaxToBePassThrough", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R76": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2018Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:OperatingLeasesFutureMinimumPaymentsDueCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2437402 - Disclosure - Commitments and Contingencies - Operating Leases (Details)", "role": "http://fivepoint.com/role/CommitmentsAndContingenciesOperatingLeasesDetails", "shortName": "Commitments and Contingencies - Operating Leases (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2018Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:OperatingLeasesFutureMinimumPaymentsDueCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R77": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2018Q4", "decimals": "-5", "first": true, "lang": null, "name": "us-gaap:AccrualForEnvironmentalLossContingencies", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2437403 - Disclosure - Commitments and Contingencies - Narrative (Details)", "role": "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails", "shortName": "Commitments and Contingencies - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2018Q4", "decimals": "-5", "first": true, "lang": null, "name": "us-gaap:AccrualForEnvironmentalLossContingencies", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R78": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:InterestPaidCapitalized", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2443402 - Disclosure - Supplemental Cash Flow Information (Details)", "role": "http://fivepoint.com/role/SupplementalCashFlowInformationDetails", "shortName": "Supplemental Cash Flow Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:InterestPaidCapitalized", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R79": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2018Q4", "decimals": "INF", "first": true, "lang": null, "name": "fph:NumberofBuildings", "reportCount": 1, "unitRef": "building", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2446402 - Disclosure - Segment Reporting - Narrative (Details)", "role": "http://fivepoint.com/role/SegmentReportingNarrativeDetails", "shortName": "Segment Reporting - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "ix:continuation", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2017Q4YTD_srt_MajorCustomersAxis_fph_LennarCorporationMember_us-gaap_ConcentrationRiskByBenchmarkAxis_us-gaap_SalesRevenueNetMember_us-gaap_ConcentrationRiskByTypeAxis_us-gaap_CustomerConcentrationRiskMember_us-gaap_StatementBusinessSegmentsAxis_fph_NewhallandSanFranciscoMember", "decimals": "-5", "lang": null, "name": "us-gaap:Revenues", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R8": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:ProfitLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1006000 - Statement - Consolidated Statements of Cash Flows", "role": "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows", "shortName": "Consolidated Statements of Cash Flows", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": "-3", "lang": null, "name": "us-gaap:DepreciationDepletionAndAmortization", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R80": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "us-gaap:ScheduleOfQuarterlyFinancialInformationTableTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4QTD", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:Revenues", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2446403 - Disclosure - Segment Reporting - Revenues, Profit (Loss) and Assets (Details)", "role": "http://fivepoint.com/role/SegmentReportingRevenuesProfitLossAndAssetsDetails", "shortName": "Segment Reporting - Revenues, Profit (Loss) and Assets (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": "-3", "lang": null, "name": "us-gaap:OtherDepreciationAndAmortization", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R81": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:PaymentsRelatedToTaxWithholdingForShareBasedCompensation", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2449402 - Disclosure - Share-Based Compensation (Details)", "role": "http://fivepoint.com/role/ShareBasedCompensationDetails", "shortName": "Share-Based Compensation (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": null, "lang": "en-US", "name": "us-gaap:EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R82": { "firstAnchor": { "ancestors": [ "span", "span", "ix:continuation", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": "-5", "first": true, "lang": null, "name": "us-gaap:DefinedContributionPlanEmployerDiscretionaryContributionAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2452402 - Disclosure - Employee Benefit Plans - Narrative (Details)", "role": "http://fivepoint.com/role/EmployeeBenefitPlansNarrativeDetails", "shortName": "Employee Benefit Plans - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "ix:continuation", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": "-5", "first": true, "lang": null, "name": "us-gaap:DefinedContributionPlanEmployerDiscretionaryContributionAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R83": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2017Q4_us-gaap_RetirementPlanTypeAxis_us-gaap_PensionPlansDefinedBenefitMember", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:DefinedBenefitPlanBenefitObligation", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2452403 - Disclosure - Employee Benefit Plans - Change in Benefit Obligation and Plan Assets (Details)", "role": "http://fivepoint.com/role/EmployeeBenefitPlansChangeInBenefitObligationAndPlanAssetsDetails", "shortName": "Employee Benefit Plans - Change in Benefit Obligation and Plan Assets (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD_us-gaap_RetirementPlanTypeAxis_us-gaap_PensionPlansDefinedBenefitMember", "decimals": "-3", "lang": null, "name": "us-gaap:DefinedBenefitPlanBenefitObligationBenefitsPaid", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R84": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:DefinedBenefitPlanNetPeriodicBenefitCost", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2452404 - Disclosure - Employee Benefit Plans - Net Periodic Benefit Cost (Details)", "role": "http://fivepoint.com/role/EmployeeBenefitPlansNetPeriodicBenefitCostDetails", "shortName": "Employee Benefit Plans - Net Periodic Benefit Cost (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD_us-gaap_RetirementPlanTypeAxis_us-gaap_PensionPlansDefinedBenefitMember", "decimals": "-3", "lang": null, "name": "us-gaap:DefinedBenefitPlanExpectedReturnOnPlanAssets", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R85": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2018Q4_us-gaap_RetirementPlanTypeAxis_us-gaap_PensionPlansDefinedBenefitMember", "decimals": "4", "first": true, "lang": null, "name": "us-gaap:DefinedBenefitPlanAssumptionsUsedCalculatingBenefitObligationDiscountRate", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2452405 - Disclosure - Employee Benefit Plans - Weighted-Average Assumptions (Details)", "role": "http://fivepoint.com/role/EmployeeBenefitPlansWeightedAverageAssumptionsDetails", "shortName": "Employee Benefit Plans - Weighted-Average Assumptions (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2018Q4_us-gaap_RetirementPlanTypeAxis_us-gaap_PensionPlansDefinedBenefitMember", "decimals": "4", "first": true, "lang": null, "name": "us-gaap:DefinedBenefitPlanAssumptionsUsedCalculatingBenefitObligationDiscountRate", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R86": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2018Q4_us-gaap_RetirementPlanTypeAxis_us-gaap_PensionPlansDefinedBenefitMember", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:DefinedBenefitPlanFairValueOfPlanAssets", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2452406 - Disclosure - Employee Benefit Plans - Fair Value of Plan Assets by Fund Type (Details)", "role": "http://fivepoint.com/role/EmployeeBenefitPlansFairValueOfPlanAssetsByFundTypeDetails", "shortName": "Employee Benefit Plans - Fair Value of Plan Assets by Fund Type (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2018Q4_us-gaap_DefinedBenefitPlanByPlanAssetCategoriesAxis_us-gaap_DefinedBenefitPlanEquitySecuritiesLargeCapMember_us-gaap_RetirementPlanTypeAxis_us-gaap_PensionPlansDefinedBenefitMember", "decimals": "-3", "lang": null, "name": "us-gaap:DefinedBenefitPlanFairValueOfPlanAssets", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R87": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2018Q4_us-gaap_RetirementPlanTypeAxis_us-gaap_PensionPlansDefinedBenefitMember", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:DefinedBenefitPlanExpectedFutureBenefitPaymentsNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2452407 - Disclosure - Employee Benefit Plans - Expected Future Benefit Payments (Details)", "role": "http://fivepoint.com/role/EmployeeBenefitPlansExpectedFutureBenefitPaymentsDetails", "shortName": "Employee Benefit Plans - Expected Future Benefit Payments (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2018Q4_us-gaap_RetirementPlanTypeAxis_us-gaap_PensionPlansDefinedBenefitMember", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:DefinedBenefitPlanExpectedFutureBenefitPaymentsNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R88": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:DeferredFederalIncomeTaxExpenseBenefit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2455402 - Disclosure - Income Taxes - Schedule of Income Taxes (Details)", "role": "http://fivepoint.com/role/IncomeTaxesScheduleOfIncomeTaxesDetails", "shortName": "Income Taxes - Schedule of Income Taxes (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:DeferredFederalIncomeTaxExpenseBenefit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R89": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2018Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:DeferredTaxAssetsOperatingLossCarryforwards", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2455403 - Disclosure - Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details)", "role": "http://fivepoint.com/role/IncomeTaxesScheduleOfDeferredTaxAssetsAndLiabilitiesDetails", "shortName": "Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2018Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:DeferredTaxAssetsOperatingLossCarryforwards", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R9": { "firstAnchor": null, "groupType": "statement", "isDefault": "false", "longName": "1006001 - Statement - Consolidated Statements of Cash Flows (Parenthetical)", "role": "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlowsParenthetical", "shortName": "Consolidated Statements of Cash Flows (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": null }, "R90": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2455404 - Disclosure - Income Taxes - Reconciliation of Statutory Rate and Effective Rate (Details)", "role": "http://fivepoint.com/role/IncomeTaxesReconciliationOfStatutoryRateAndEffectiveRateDetails", "shortName": "Income Taxes - Reconciliation of Statutory Rate and Effective Rate (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R91": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": "-5", "first": true, "lang": null, "name": "fph:TaxCutsandJobsActof2017IncompleteAccountingChangeinTaxRateDeferredTaxAssetProvisionalIncomeTaxExpenseBenefit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2455405 - Disclosure - Income Taxes - Narrative (Details)", "role": "http://fivepoint.com/role/IncomeTaxesNarrativeDetails", "shortName": "Income Taxes - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": "-5", "first": true, "lang": null, "name": "fph:TaxCutsandJobsActof2017IncompleteAccountingChangeinTaxRateDeferredTaxAssetProvisionalIncomeTaxExpenseBenefit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R92": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2018Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:DebtInstrumentCarryingAmount", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2457401 - Disclosure - Financial Instruments and Fair Value Measurements and Disclosures Narrative (Details)", "role": "http://fivepoint.com/role/FinancialInstrumentsAndFairValueMeasurementsAndDisclosuresNarrativeDetails", "shortName": "Financial Instruments and Fair Value Measurements and Disclosures Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2017Q4_us-gaap_FairValueByMeasurementBasisAxis_us-gaap_CarryingReportedAmountFairValueDisclosureMember", "decimals": "-5", "lang": null, "name": "us-gaap:NotesPayableFairValueDisclosure", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R93": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "D2016Q2May2_us-gaap_StatementClassOfStockAxis_us-gaap_CommonClassBMember", "decimals": "INF", "first": true, "lang": null, "name": "fph:CommonClassAStockholdersShareOwnershipDistributionPercentage", "reportCount": 1, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2458402 - Disclosure - Earnings Per Share - Narrative (Details)", "role": "http://fivepoint.com/role/EarningsPerShareNarrativeDetails", "shortName": "Earnings Per Share - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "ix:continuation", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "I2019Q1January_us-gaap_SubsequentEventTypeAxis_us-gaap_SubsequentEventMember", "decimals": "-5", "lang": null, "name": "us-gaap:SharebasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAggregateIntrinsicValueNonvested", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R94": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "us-gaap:ScheduleOfQuarterlyFinancialInformationTableTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4QTD", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:NetIncomeLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2458403 - Disclosure - Earnings Per Share - Schedule of Earnings Per Share (Details)", "role": "http://fivepoint.com/role/EarningsPerShareScheduleOfEarningsPerShareDetails", "shortName": "Earnings Per Share - Schedule of Earnings Per Share (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": "-3", "lang": null, "name": "fph:AdjustmentstoNetIncomeLossAttributabletoParent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R95": { "firstAnchor": { "ancestors": [ "span", "span", "ix:continuation", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2018Q4", "decimals": "-5", "first": true, "lang": null, "name": "us-gaap:AociTaxAttributableToParent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2459401 - Disclosure - Accumulated Other Comprehensive Loss (Details)", "role": "http://fivepoint.com/role/AccumulatedOtherComprehensiveLossDetails", "shortName": "Accumulated Other Comprehensive Loss (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "ix:continuation", "div", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2018Q4", "decimals": "-5", "first": true, "lang": null, "name": "us-gaap:AociTaxAttributableToParent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R96": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "us-gaap:ScheduleOfQuarterlyFinancialInformationTableTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4QTD", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:Revenues", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2460402 - Disclosure - Quarterly Financial Information (Unaudited) (Details)", "role": "http://fivepoint.com/role/QuarterlyFinancialInformationUnauditedDetails", "shortName": "Quarterly Financial Information (Unaudited) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "us-gaap:ScheduleOfQuarterlyFinancialInformationTableTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4QTD", "decimals": "-3", "lang": null, "name": "us-gaap:IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R97": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2018Q4", "decimals": "-3", "first": true, "lang": null, "name": "srt:RealEstateAndAccumulatedDepreciationAmountOfEncumbrances", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2461401 - Disclosure - Schedule III\u2014Real Estate and Accumulated Depreciation - Schedule of Real Estate and Accumulated Depreciation (Details)", "role": "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationScheduleOfRealEstateAndAccumulatedDepreciationDetails", "shortName": "Schedule III\u2014Real Estate and Accumulated Depreciation - Schedule of Real Estate and Accumulated Depreciation (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2018Q4", "decimals": "-3", "first": true, "lang": null, "name": "srt:RealEstateAndAccumulatedDepreciationAmountOfEncumbrances", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R98": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FI2017Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:RealEstateGrossAtCarryingValue", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2461402 - Disclosure - Schedule III\u2014Real Estate and Accumulated Depreciation - Reconciliation of Real Estate and Accumulated Depreciation (Details)", "role": "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationReconciliationOfRealEstateAndAccumulatedDepreciationDetails", "shortName": "Schedule III\u2014Real Estate and Accumulated Depreciation - Reconciliation of Real Estate and Accumulated Depreciation (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "body", "html" ], "baseRef": "fph-123118x10k.htm", "contextRef": "FD2018Q4YTD", "decimals": "-3", "lang": null, "name": "fph:SECScheduleIIIRealEstateImprovementsandOtherAdditions", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } } }, "segmentCount": 152, "tag": { "dei_AmendmentFlag": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "If the value is true, then the document is an amendment to previously-filed/accepted document.", "label": "Amendment Flag", "terseLabel": "Amendment Flag" } } }, "localname": "AmendmentFlag", "nsuri": "http://xbrl.sec.gov/dei/2018-01-31", "presentation": [ "http://fivepoint.com/role/DocumentAndEntityInformation" ], "xbrltype": "booleanItemType" }, "dei_CurrentFiscalYearEndDate": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "End date of current fiscal year in the format --MM-DD.", "label": "Current Fiscal Year End Date", "terseLabel": "Current Fiscal Year End Date" } } }, "localname": "CurrentFiscalYearEndDate", "nsuri": "http://xbrl.sec.gov/dei/2018-01-31", "presentation": [ "http://fivepoint.com/role/DocumentAndEntityInformation" ], "xbrltype": "gMonthDayItemType" }, "dei_DocumentFiscalPeriodFocus": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "This is focus fiscal period of the document report. For a first quarter 2006 quarterly report, which may also provide financial information from prior periods, the first fiscal quarter should be given as the fiscal period focus. Values: FY, Q1, Q2, Q3, Q4, H1, H2, M9, T1, T2, T3, M8, CY.", "label": "Document Fiscal Period Focus", "terseLabel": "Document Fiscal Period Focus" } } }, "localname": "DocumentFiscalPeriodFocus", "nsuri": "http://xbrl.sec.gov/dei/2018-01-31", "presentation": [ "http://fivepoint.com/role/DocumentAndEntityInformation" ], "xbrltype": "fiscalPeriodItemType" }, "dei_DocumentFiscalYearFocus": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "This is focus fiscal year of the document report in CCYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.", "label": "Document Fiscal Year Focus", "terseLabel": "Document Fiscal Year Focus" } } }, "localname": "DocumentFiscalYearFocus", "nsuri": "http://xbrl.sec.gov/dei/2018-01-31", "presentation": [ "http://fivepoint.com/role/DocumentAndEntityInformation" ], "xbrltype": "gYearItemType" }, "dei_DocumentPeriodEndDate": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is CCYY-MM-DD.", "label": "Document Period End Date", "terseLabel": "Document Period End Date" } } }, "localname": "DocumentPeriodEndDate", "nsuri": "http://xbrl.sec.gov/dei/2018-01-31", "presentation": [ "http://fivepoint.com/role/DocumentAndEntityInformation" ], "xbrltype": "dateItemType" }, "dei_DocumentType": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.", "label": "Document Type", "terseLabel": "Document Type" } } }, "localname": "DocumentType", "nsuri": "http://xbrl.sec.gov/dei/2018-01-31", "presentation": [ "http://fivepoint.com/role/DocumentAndEntityInformation" ], "xbrltype": "submissionTypeItemType" }, "dei_EntityCentralIndexKey": { "auth_ref": [ "r512" ], "lang": { "en-US": { "role": { "documentation": "A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.", "label": "Entity Central Index Key", "terseLabel": "Entity Central Index Key" } } }, "localname": "EntityCentralIndexKey", "nsuri": "http://xbrl.sec.gov/dei/2018-01-31", "presentation": [ "http://fivepoint.com/role/DocumentAndEntityInformation" ], "xbrltype": "centralIndexKeyItemType" }, "dei_EntityCommonStockSharesOutstanding": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.", "label": "Entity Common Stock, Shares Outstanding", "terseLabel": "Entity Common Stock, Shares Outstanding" } } }, "localname": "EntityCommonStockSharesOutstanding", "nsuri": "http://xbrl.sec.gov/dei/2018-01-31", "presentation": [ "http://fivepoint.com/role/DocumentAndEntityInformation" ], "xbrltype": "sharesItemType" }, "dei_EntityCurrentReportingStatus": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Indicate 'Yes' or 'No' whether registrants (1) have 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 registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Current Reporting Status", "terseLabel": "Entity Current Reporting Status" } } }, "localname": "EntityCurrentReportingStatus", "nsuri": "http://xbrl.sec.gov/dei/2018-01-31", "presentation": [ "http://fivepoint.com/role/DocumentAndEntityInformation" ], "xbrltype": "yesNoItemType" }, "dei_EntityDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "All the names of the entities being reported upon in a document. Any legal structure used to conduct activities or to hold assets. Some examples of such structures are corporations, partnerships, limited liability companies, grantor trusts, and other trusts. This item does not include business and geographical segments which are included in the geographical or business segments domains.", "label": "Entity [Domain]", "terseLabel": "Entity [Domain]" } } }, "localname": "EntityDomain", "nsuri": "http://xbrl.sec.gov/dei/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsConsiderationTransferredDetails", "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails", "http://fivepoint.com/role/BusinessAndOrganizationDetails", "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails", "http://fivepoint.com/role/ConsolidatedVariableInterestEntityDetails", "http://fivepoint.com/role/EarningsPerShareNarrativeDetails", "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesNarrativeDetails", "http://fivepoint.com/role/NoncontrollingInterestsDetails", "http://fivepoint.com/role/SupplementalCashFlowInformationDetails" ], "xbrltype": "domainItemType" }, "dei_EntityEmergingGrowthCompany": { "auth_ref": [ "r512" ], "lang": { "en-US": { "role": { "documentation": "Indicate if registrant meets the emerging growth company criteria.", "label": "Entity Emerging Growth Company", "terseLabel": "Entity Emerging Growth Company" } } }, "localname": "EntityEmergingGrowthCompany", "nsuri": "http://xbrl.sec.gov/dei/2018-01-31", "presentation": [ "http://fivepoint.com/role/DocumentAndEntityInformation" ], "xbrltype": "booleanItemType" }, "dei_EntityExTransitionPeriod": { "auth_ref": [ "r519" ], "lang": { "en-US": { "role": { "documentation": "Indicate if registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards.", "label": "Entity Ex Transition Period", "terseLabel": "Entity Ex Transition Period" } } }, "localname": "EntityExTransitionPeriod", "nsuri": "http://xbrl.sec.gov/dei/2018-01-31", "presentation": [ "http://fivepoint.com/role/DocumentAndEntityInformation" ], "xbrltype": "booleanItemType" }, "dei_EntityFilerCategory": { "auth_ref": [ "r512" ], "lang": { "en-US": { "role": { "documentation": "Indicate whether the registrant is one of the following: (1) Large Accelerated Filer, (2) Accelerated Filer, (3) Non-accelerated Filer, (4) Smaller Reporting Company (Non-accelerated), (5) Smaller Reporting Accelerated Filer or (6) Smaller Reporting Company and Large Accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Filer Category", "terseLabel": "Entity Filer Category" } } }, "localname": "EntityFilerCategory", "nsuri": "http://xbrl.sec.gov/dei/2018-01-31", "presentation": [ "http://fivepoint.com/role/DocumentAndEntityInformation" ], "xbrltype": "filerCategoryItemType" }, "dei_EntityPublicFloat": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "State aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to price at which the common equity was last sold, or average bid and asked price of such common equity, as of the last business day of registrant's most recently completed second fiscal quarter. The public float should be reported on the cover page of the registrants form 10K.", "label": "Entity Public Float", "terseLabel": "Entity Public Float" } } }, "localname": "EntityPublicFloat", "nsuri": "http://xbrl.sec.gov/dei/2018-01-31", "presentation": [ "http://fivepoint.com/role/DocumentAndEntityInformation" ], "xbrltype": "monetaryItemType" }, "dei_EntityRegistrantName": { "auth_ref": [ "r512" ], "lang": { "en-US": { "role": { "documentation": "The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.", "label": "Entity Registrant Name", "terseLabel": "Entity Registrant Name" } } }, "localname": "EntityRegistrantName", "nsuri": "http://xbrl.sec.gov/dei/2018-01-31", "presentation": [ "http://fivepoint.com/role/DocumentAndEntityInformation" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityShellCompany": { "auth_ref": [ "r512" ], "lang": { "en-US": { "role": { "documentation": "Indicate if company meets the shell company criteria: a company with no or nominal operations, and with no or nominal assets or assets consisting solely of cash and cash equivalents.", "label": "Entity Shell Company", "terseLabel": "Entity Shell Company" } } }, "localname": "EntityShellCompany", "nsuri": "http://xbrl.sec.gov/dei/2018-01-31", "presentation": [ "http://fivepoint.com/role/DocumentAndEntityInformation" ], "xbrltype": "booleanItemType" }, "dei_EntitySmallBusiness": { "auth_ref": [ "r512" ], "lang": { "en-US": { "role": { "documentation": "Indicates that the company is a smaller reporting company with both a public float and revenues of less than $75 million.", "label": "Entity Small Business", "terseLabel": "Entity Small Business" } } }, "localname": "EntitySmallBusiness", "nsuri": "http://xbrl.sec.gov/dei/2018-01-31", "presentation": [ "http://fivepoint.com/role/DocumentAndEntityInformation" ], "xbrltype": "booleanItemType" }, "dei_EntityVoluntaryFilers": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.", "label": "Entity Voluntary Filers", "terseLabel": "Entity Voluntary Filers" } } }, "localname": "EntityVoluntaryFilers", "nsuri": "http://xbrl.sec.gov/dei/2018-01-31", "presentation": [ "http://fivepoint.com/role/DocumentAndEntityInformation" ], "xbrltype": "yesNoItemType" }, "dei_EntityWellKnownSeasonedIssuer": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A.", "label": "Entity Well-known Seasoned Issuer", "terseLabel": "Entity Well-known Seasoned Issuer" } } }, "localname": "EntityWellKnownSeasonedIssuer", "nsuri": "http://xbrl.sec.gov/dei/2018-01-31", "presentation": [ "http://fivepoint.com/role/DocumentAndEntityInformation" ], "xbrltype": "yesNoItemType" }, "dei_LegalEntityAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The set of legal entities associated with a report.", "label": "Legal Entity [Axis]", "terseLabel": "Legal Entity [Axis]" } } }, "localname": "LegalEntityAxis", "nsuri": "http://xbrl.sec.gov/dei/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsConsiderationTransferredDetails", "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails", "http://fivepoint.com/role/BusinessAndOrganizationDetails", "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails", "http://fivepoint.com/role/ConsolidatedVariableInterestEntityDetails", "http://fivepoint.com/role/EarningsPerShareNarrativeDetails", "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesNarrativeDetails", "http://fivepoint.com/role/NoncontrollingInterestsDetails", "http://fivepoint.com/role/SupplementalCashFlowInformationDetails" ], "xbrltype": "stringItemType" }, "fph_AccruedDeferredOfferingCosts": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Accrued Deferred Offering Costs", "label": "Accrued Deferred Offering Costs", "terseLabel": "Accrued deferred equity and debt offering costs" } } }, "localname": "AccruedDeferredOfferingCosts", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/SupplementalCashFlowInformationDetails" ], "xbrltype": "monetaryItemType" }, "fph_AcquiredFiniteLivedIntangibleAssetsAdditionalRenewalTerm": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Acquired Finite-Lived Intangible Assets, Additional Renewal Term", "label": "Acquired Finite-Lived Intangible Assets, Additional Renewal Term", "terseLabel": "Additional renewal term" } } }, "localname": "AcquiredFiniteLivedIntangibleAssetsAdditionalRenewalTerm", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails" ], "xbrltype": "durationItemType" }, "fph_AcquiredFiniteLivedIntangibleAssetsOptionalRenewalTerm": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Acquired Finite-Lived Intangible Assets, Optional Renewal Term", "label": "Acquired Finite-Lived Intangible Assets, Optional Renewal Term", "terseLabel": "Renewal term" } } }, "localname": "AcquiredFiniteLivedIntangibleAssetsOptionalRenewalTerm", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails" ], "xbrltype": "durationItemType" }, "fph_AdjustmentToPayableForTaxReceivableAgreement": { "auth_ref": [], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 }, "http://fivepoint.com/role/ConsolidatedStatementsOfOperations": { "order": 1.0, "parentTag": "us-gaap_OtherIncome", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Adjustment to Payable for Tax Receivable Agreement", "label": "Adjustment To Payable For Tax Receivable Agreement", "negatedLabel": "Noncash adjustment of payable pursuant to tax receivable agreement liability", "terseLabel": "Adjustment to payable pursuant to tax receivable agreement" } } }, "localname": "AdjustmentToPayableForTaxReceivableAgreement", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows", "http://fivepoint.com/role/ConsolidatedStatementsOfOperations", "http://fivepoint.com/role/QuarterlyFinancialInformationUnauditedDetails" ], "xbrltype": "monetaryItemType" }, "fph_AdjustmentstoAdditionalPaidinCapitalIncomeTaxBenefitFromTaxReceivableAgreement": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Adjustments to Additional Paid in Capital, Income Tax Benefit From Tax Receivable Agreement", "label": "Adjustments to Additional Paid in Capital, Income Tax Benefit From Tax Receivable Agreement", "terseLabel": "Tax benefit from tax receivable agreement" } } }, "localname": "AdjustmentstoAdditionalPaidinCapitalIncomeTaxBenefitFromTaxReceivableAgreement", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCapitalParenthetical" ], "xbrltype": "monetaryItemType" }, "fph_AdjustmentstoAdditionalPaidinCapitalIncomeTaxFromTaxReceivableAgreement": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Adjustments to Additional Paid-in-Capital, Income Tax From Tax Receivable Agreement", "label": "Adjustments to Additional Paid-in-Capital, Income Tax From Tax Receivable Agreement", "terseLabel": "Adjustments to Additional Paid-in-Capital, Income Tax From Tax Receivable Agreement" } } }, "localname": "AdjustmentstoAdditionalPaidinCapitalIncomeTaxFromTaxReceivableAgreement", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCapitalParenthetical" ], "xbrltype": "monetaryItemType" }, "fph_AdjustmentstoAdditionalPaidinCapitalTaxReceivableAgreementInitialLiability": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Adjustments to Additional Paid in Capital, Tax Receivable Agreement, Initial Liability", "label": "Adjustments to Additional Paid in Capital, Tax Receivable Agreement, Initial Liability", "negatedTerseLabel": "Initial liability recognized under tax receivable agreement\u2014net of tax/benefit of $73,184" } } }, "localname": "AdjustmentstoAdditionalPaidinCapitalTaxReceivableAgreementInitialLiability", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCapital" ], "xbrltype": "monetaryItemType" }, "fph_AdjustmentstoNetIncomeLossAttributabletoParent": { "auth_ref": [], "calculation": { "http://fivepoint.com/role/EarningsPerShareScheduleOfEarningsPerShareDetails": { "order": 2.0, "parentTag": "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Adjustments to Net Income (Loss) Attributable to Parent", "label": "Adjustments to Net Income (Loss) Attributable to Parent", "negatedTerseLabel": "Adjustments to net (loss) income attributable to the Company" } } }, "localname": "AdjustmentstoNetIncomeLossAttributabletoParent", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/EarningsPerShareScheduleOfEarningsPerShareDetails" ], "xbrltype": "monetaryItemType" }, "fph_AggregatePaymentsforContractualObligation": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Aggregate Payments for Contractual Obligation", "label": "Aggregate Payments for Contractual Obligation", "terseLabel": "Aggregate payments for infrastructure project", "verboseLabel": "TRA payments" } } }, "localname": "AggregatePaymentsforContractualObligation", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails", "http://fivepoint.com/role/TaxReceivableAgreementDetails" ], "xbrltype": "monetaryItemType" }, "fph_AgricultureOperatingPropertiesandEquipmentMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Agriculture Operating Properties and Equipment [Member]", "label": "Agriculture Operating Properties and Equipment [Member]", "terseLabel": "Agriculture operating properties and equipment" } } }, "localname": "AgricultureOperatingPropertiesandEquipmentMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/PropertiesAndEquipmentNetDetails" ], "xbrltype": "domainItemType" }, "fph_AgricultureOperatingPropertyMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Agriculture-Operating Property [Member]", "label": "Agriculture-Operating Property [Member]", "terseLabel": "Agriculture-Operating property" } } }, "localname": "AgricultureOperatingPropertyMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationScheduleOfRealEstateAndAccumulatedDepreciationDetails" ], "xbrltype": "domainItemType" }, "fph_AllocationofNetIncomeLosstoCommonStockholdersBasic": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Allocation of Net Income (Loss) to Common Stockholders, Basic", "label": "Allocation of Net Income (Loss) to Common Stockholders, Basic", "terseLabel": "Allocation of net (loss) income among common shareholders" } } }, "localname": "AllocationofNetIncomeLosstoCommonStockholdersBasic", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/EarningsPerShareScheduleOfEarningsPerShareDetails" ], "xbrltype": "monetaryItemType" }, "fph_AllocationofNetIncomeLosstoCommonStockholdersDiluted": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Allocation of Net Income (Loss) to Common Stockholders, Diluted", "label": "Allocation of Net Income (Loss) to Common Stockholders, Diluted", "terseLabel": "Allocation of net (loss) income among common shareholders" } } }, "localname": "AllocationofNetIncomeLosstoCommonStockholdersDiluted", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/EarningsPerShareScheduleOfEarningsPerShareDetails" ], "xbrltype": "monetaryItemType" }, "fph_AuthorizedContributionAmount": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Authorized Contribution Amount", "label": "Authorized Contribution Amount", "terseLabel": "Authorized contribution amount" } } }, "localname": "AuthorizedContributionAmount", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/NoncontrollingInterestsDetails" ], "xbrltype": "monetaryItemType" }, "fph_BroadcomCampusMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Broadcom Campus [Member]", "label": "Broadcom Campus [Member]", "terseLabel": "Broadcom Campus" } } }, "localname": "BroadcomCampusMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesNarrativeDetails" ], "xbrltype": "domainItemType" }, "fph_BusinessAcquisitionAmountAwardedPercentage": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Business Acquisition, Amount Awarded, Percentage", "label": "Business Acquisition, Amount Awarded, Percentage", "terseLabel": "Amount awarded to management company" } } }, "localname": "BusinessAcquisitionAmountAwardedPercentage", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails" ], "xbrltype": "percentItemType" }, "fph_BusinessAcquisitionNumberofCommonStockSharesAcquired": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Business Acquisition, Number of Common Stock Shares Acquired", "label": "Business Acquisition, Number of Common Stock Shares Acquired", "terseLabel": "Equity interests acquired in exchange (in shares)" } } }, "localname": "BusinessAcquisitionNumberofCommonStockSharesAcquired", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails" ], "xbrltype": "sharesItemType" }, "fph_BusinessAcquisitionRightofDistributionsPercentage": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Business Acquisition, Right of Distributions, Percentage", "label": "Business Acquisition, Right of Distributions, Percentage", "terseLabel": "Percentage of distributions entitled to receive" } } }, "localname": "BusinessAcquisitionRightofDistributionsPercentage", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails" ], "xbrltype": "percentItemType" }, "fph_BusinessCombinationCommittedCapitalFromSeller": { "auth_ref": [], "calculation": { "http://fivepoint.com/role/AcquisitionsAndDisposalsConsiderationTransferredDetails": { "order": 4.0, "parentTag": "us-gaap_BusinessCombinationConsiderationTransferred1", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Business Combination, Committed Capital From Seller", "label": "Business Combination, Committed Capital From Seller", "negatedTerseLabel": "Less: capital commitment from seller", "verboseLabel": "Capital commitment from seller" } } }, "localname": "BusinessCombinationCommittedCapitalFromSeller", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsConsiderationTransferredDetails", "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "fph_BusinessCombinationConsiderationTransferredAdjustment": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Business Combination, Consideration Transferred, Adjustment", "label": "Business Combination, Consideration Transferred, Adjustment", "terseLabel": "Adjustment to equity consideration, net (see table above)" } } }, "localname": "BusinessCombinationConsiderationTransferredAdjustment", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails" ], "xbrltype": "monetaryItemType" }, "fph_BusinessCombinationConsiderationTransferredDistributionofExcessCash": { "auth_ref": [], "calculation": { "http://fivepoint.com/role/AcquisitionsAndDisposalsConsiderationTransferredDetails": { "order": 2.0, "parentTag": "us-gaap_BusinessCombinationConsiderationTransferred1", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Business Combination, Consideration Transferred, Distribution of Excess Cash", "label": "Business Combination, Consideration Transferred, Distribution of Excess Cash", "terseLabel": "Add: available cash distribution" } } }, "localname": "BusinessCombinationConsiderationTransferredDistributionofExcessCash", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsConsiderationTransferredDetails" ], "xbrltype": "monetaryItemType" }, "fph_BusinessCombinationRecognizedIdentifiableAssetsAcquiredandLiabilitiesAssumedAccruedEmployeeBenefits": { "auth_ref": [], "calculation": { "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails": { "order": 12.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Accrued Employee Benefits", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Accrued Employee Benefits", "negatedTerseLabel": "Accrued employee benefits" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredandLiabilitiesAssumedAccruedEmployeeBenefits", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails" ], "xbrltype": "monetaryItemType" }, "fph_BusinessCombinationRecognizedIdentifiableAssetsAcquiredandLiabilitiesAssumedInventoryRealEstate": { "auth_ref": [], "calculation": { "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails": { "order": 2.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory, Real Estate", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory, Real Estate", "terseLabel": "Inventories" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredandLiabilitiesAssumedInventoryRealEstate", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails" ], "xbrltype": "monetaryItemType" }, "fph_BusinessCombinationRecognizedIdentifiableAssetsAcquiredandLiabilitiesAssumedInvestments": { "auth_ref": [], "calculation": { "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails": { "order": 6.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Investments", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Investments", "terseLabel": "Investment in FPL" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredandLiabilitiesAssumedInvestments", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails" ], "xbrltype": "monetaryItemType" }, "fph_BusinessCombinationRecognizedIdentifiableAssetsAcquiredandLiabilitiesAssumedOtherAssets": { "auth_ref": [], "calculation": { "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails": { "order": 3.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Assets", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Assets", "terseLabel": "Other assets" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredandLiabilitiesAssumedOtherAssets", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails" ], "xbrltype": "monetaryItemType" }, "fph_BusinessCombinationRecognizedIdentifiableAssetsAcquiredandLiabilitiesAssumedOtherLiabilities": { "auth_ref": [], "calculation": { "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails": { "order": 11.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Liabilities", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Liabilities", "negatedTerseLabel": "Other liabilities" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredandLiabilitiesAssumedOtherLiabilities", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails" ], "xbrltype": "monetaryItemType" }, "fph_BusinessCombinationRecognizedIdentifiableAssetsAcquiredandLiabilitiesAssumedRelatedPartyLiabilities": { "auth_ref": [], "calculation": { "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails": { "order": 1.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Related Party Liabilities", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Related Party Liabilities", "negatedTerseLabel": "Related party liabilities", "terseLabel": "Incentive compensation obligation" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredandLiabilitiesAssumedRelatedPartyLiabilities", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails", "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "fph_BusinessCombinationRecognizedIdentifiableAssetsAcquiredandLiabilitiesAssumedRelatedPartyLiabilitiesClosingCashAdjustments": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Related Party Liabilities, Closing Cash Adjustments", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Related Party Liabilities, Closing Cash Adjustments", "terseLabel": "Closing cash adjustments" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredandLiabilitiesAssumedRelatedPartyLiabilitiesClosingCashAdjustments", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "fph_BusinessCombinationRecognizedIdentifiableAssetsAcquiredandLiabilitiesAssumedRelatedPartyReceivables": { "auth_ref": [], "calculation": { "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails": { "order": 9.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Related Party Receivables", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Related Party Receivables", "terseLabel": "Related party receivables" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredandLiabilitiesAssumedRelatedPartyReceivables", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails" ], "xbrltype": "monetaryItemType" }, "fph_CPHPDevelopmentLLCMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "CPHP Development, LLC [Member]", "label": "CPHP Development, LLC [Member]", "terseLabel": "CPHP Development, LLC" } } }, "localname": "CPHPDevelopmentLLCMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails", "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "fph_CandlestickPointPurchaseandSaleAgreementNumberOneMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Candlestick Point Purchase and Sale Agreement Number One [Member]", "label": "Candlestick Point Purchase and Sale Agreement Number One [Member]", "terseLabel": "Candlestick Point Purchase and Sale Agreement Number One" } } }, "localname": "CandlestickPointPurchaseandSaleAgreementNumberOneMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "domainItemType" }, "fph_CandlestickPointPurchaseandSaleAgreementsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Candlestick Point Purchase and Sale Agreements [Member]", "label": "Candlestick Point Purchase and Sale Agreements [Member]", "terseLabel": "Candlestick Point Purchase and Sale Agreements" } } }, "localname": "CandlestickPointPurchaseandSaleAgreementsMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "domainItemType" }, "fph_CapitalCommitmentfromSellerMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Capital Commitment from Seller [Member]", "label": "Capital Commitment from Seller [Member]", "terseLabel": "Contract asset" } } }, "localname": "CapitalCommitmentfromSellerMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails", "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails", "http://fivepoint.com/role/RelatedPartyTransactionsRelatedPartyAssetsAndLiabilitiesDetails" ], "xbrltype": "domainItemType" }, "fph_CapitalizedAmortizationExpense": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Capitalized Amortization Expense", "label": "Capitalized Amortization Expense", "terseLabel": "Capitalized amortization expense" } } }, "localname": "CapitalizedAmortizationExpense", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/NotesPayableNetNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "fph_CashAcquiredinFormationTransactionsNetofConsiderationPaid": { "auth_ref": [], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Cash Acquired in Formation Transaction, Net of Consideration Paid", "label": "Cash Acquired in Formation Transactions, Net of Consideration Paid", "terseLabel": "Cash acquired in Formation Transactions, net of consideration paid" } } }, "localname": "CashAcquiredinFormationTransactionsNetofConsiderationPaid", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "fph_CommercialLeasingMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Commercial Leasing [Member]", "label": "Commercial Leasing [Member]", "terseLabel": "Commercial" } } }, "localname": "CommercialLeasingMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/RevenueDisaggregationOfRevenueDetails", "http://fivepoint.com/role/SegmentReportingRevenuesProfitLossAndAssetsDetails" ], "xbrltype": "domainItemType" }, "fph_CommonClassAStockholdersShareOwnershipDistributionPercentage": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Common Class A Stockholders, Share Ownership Distribution, Percentage", "label": "Common Class A Stockholders, Share Ownership Distribution, Percentage", "terseLabel": "Per share distributions for Class A Common Shareholders (percent)" } } }, "localname": "CommonClassAStockholdersShareOwnershipDistributionPercentage", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganizationDetails", "http://fivepoint.com/role/EarningsPerShareNarrativeDetails" ], "xbrltype": "percentItemType" }, "fph_CommonStockConversionRatio": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Common Stock, Conversion Ratio", "label": "Common Stock, Conversion Ratio", "terseLabel": "Conversion of common shares, ratio" } } }, "localname": "CommonStockConversionRatio", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/NoncontrollingInterestsDetails" ], "xbrltype": "pureItemType" }, "fph_CommonStockNumberofSharesConverted": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Common Stock, Number of Shares Converted", "label": "Common Stock, Number of Shares Converted", "terseLabel": "Number of shares converted" } } }, "localname": "CommonStockNumberofSharesConverted", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganizationDetails" ], "xbrltype": "sharesItemType" }, "fph_CommonStockNumberofVotesforEachShareOwned": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Common Stock, Number of Votes for Each Share Owned", "label": "Common Stock, Number of Votes for Each Share Owned", "terseLabel": "Number of votes per share" } } }, "localname": "CommonStockNumberofVotesforEachShareOwned", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganizationDetails" ], "xbrltype": "integerItemType" }, "fph_CommonUnitAcquired": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Common Unit, Acquired", "label": "Common Unit, Acquired", "terseLabel": "Units purchased" } } }, "localname": "CommonUnitAcquired", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganizationDetails" ], "xbrltype": "sharesItemType" }, "fph_ContingentConsiderationMallVentureMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Contingent Consideration - Mall Venture [Member]", "label": "Contingent Consideration - Mall Venture [Member]", "terseLabel": "Contingent consideration\u2014Mall Venture project property" } } }, "localname": "ContingentConsiderationMallVentureMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails", "http://fivepoint.com/role/RelatedPartyTransactionsRelatedPartyAssetsAndLiabilitiesDetails" ], "xbrltype": "domainItemType" }, "fph_ConversionofClassBCommonSharesIntoClassACommonSharesMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Conversion of Class B Common Shares Into Class A Common Shares [Member]", "label": "Conversion of Class B Common Shares Into Class A Common Shares [Member]", "terseLabel": "Conversion of Class B Common Shares Into Class A Common Shares" } } }, "localname": "ConversionofClassBCommonSharesIntoClassACommonSharesMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/NoncontrollingInterestsDetails" ], "xbrltype": "domainItemType" }, "fph_DebtInstrumentIssuancePricePercentage": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Debt Instrument, Issuance Price Percentage", "label": "Debt Instrument, Issuance Price Percentage", "terseLabel": "Par value issuance (percent)" } } }, "localname": "DebtInstrumentIssuancePricePercentage", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/NotesPayableNetNarrativeDetails" ], "xbrltype": "percentItemType" }, "fph_DebtInstrumentNumberofOptionstoExtendMaturityDate": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Debt Instrument, Number of Options to Extend Maturity Date", "label": "Debt Instrument, Number of Options to Extend Maturity Date", "terseLabel": "Number of options to extend" } } }, "localname": "DebtInstrumentNumberofOptionstoExtendMaturityDate", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/NotesPayableNetNarrativeDetails" ], "xbrltype": "integerItemType" }, "fph_DeferredIncomeTaxExpenseBenefitExpiredUnusedLossCarryforward": { "auth_ref": [], "calculation": { "http://fivepoint.com/role/IncomeTaxesScheduleOfIncomeTaxesDetails": { "order": 3.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Deferred Income Tax Expense (Benefit), Expired Unused Loss Carryforward", "label": "Deferred Income Tax Expense (Benefit), Expired Unused Loss Carryforward", "negatedTerseLabel": "Expiration of unused loss carryforwards" } } }, "localname": "DeferredIncomeTaxExpenseBenefitExpiredUnusedLossCarryforward", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/IncomeTaxesScheduleOfIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "fph_DeferredLandSaleRevenueMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Deferred Land Sale Revenue [Member]", "label": "Deferred Land Sale Revenue [Member]", "terseLabel": "Deferred land sale revenue" } } }, "localname": "DeferredLandSaleRevenueMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/RelatedPartyTransactionsRelatedPartyAssetsAndLiabilitiesDetails" ], "xbrltype": "domainItemType" }, "fph_DeferredTaxAssetsTaxReceivableAgreement": { "auth_ref": [], "calculation": { "http://fivepoint.com/role/IncomeTaxesScheduleOfDeferredTaxAssetsAndLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Deferred Tax Assets, Tax Receivable Agreement", "label": "Deferred Tax Assets, Tax Receivable Agreement", "terseLabel": "Tax receivable agreement" } } }, "localname": "DeferredTaxAssetsTaxReceivableAgreement", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/IncomeTaxesScheduleOfDeferredTaxAssetsAndLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "fph_DefinedBenefitPlanExpectedFutureBenefitPayments": { "auth_ref": [], "calculation": { "http://fivepoint.com/role/EmployeeBenefitPlansExpectedFutureBenefitPaymentsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Defined Benefit Plan, Expected Future Benefit Payments", "label": "Defined Benefit Plan, Expected Future Benefit Payments", "totalLabel": "Total" } } }, "localname": "DefinedBenefitPlanExpectedFutureBenefitPayments", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansExpectedFutureBenefitPaymentsDetails" ], "xbrltype": "monetaryItemType" }, "fph_DefinedBenefitPlanParticipationEligibilityTerm": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Defined Benefit Plan, Participation Eligibility, Term", "label": "Defined Benefit Plan, Participation Eligibility, Term", "terseLabel": "Eligibility to participate in plan (in years)" } } }, "localname": "DefinedBenefitPlanParticipationEligibilityTerm", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansNarrativeDetails" ], "xbrltype": "durationItemType" }, "fph_DefinedBenefitPlanPlanAssetsDeviationFromTargetAllocationPercentage": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Defined Benefit Plan, Plan Assets, Deviation From Target Allocation, Percentage", "label": "Defined Benefit Plan, Plan Assets, Deviation From Target Allocation, Percentage", "terseLabel": "Deviation from target allocation required for investments to be rebalanced (percent)" } } }, "localname": "DefinedBenefitPlanPlanAssetsDeviationFromTargetAllocationPercentage", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansNarrativeDetails" ], "xbrltype": "percentItemType" }, "fph_DesignAndConstructionCostsReimbursableAmountExcessAmountThreshold": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Design And Construction Costs, Reimbursable Amount, Excess Amount Threshold", "label": "Design And Construction Costs, Reimbursable Amount, Excess Amount Threshold", "terseLabel": "Design and construction costs, amount in excess of maximum" } } }, "localname": "DesignAndConstructionCostsReimbursableAmountExcessAmountThreshold", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "fph_DevelopmentManagementAgreementMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Development Management Agreement [Member]", "label": "Development Management Agreement [Member]", "terseLabel": "Development Management Agreement between Newhall Land and Management Company" } } }, "localname": "DevelopmentManagementAgreementMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "domainItemType" }, "fph_DisposalGroupIncludingDiscontinuedOperationAccumulatedDepreciation": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Disposal Group, Including Discontinued Operation, Accumulated Depreciation", "label": "Disposal Group, Including Discontinued Operation, Accumulated Depreciation", "terseLabel": "Assets held for sale, property and equipment, accumulated depreciation" } } }, "localname": "DisposalGroupIncludingDiscontinuedOperationAccumulatedDepreciation", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "fph_DisposalGroupIncludingDiscontinuedOperationMembershipLiabilities": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Disposal Group, Including Discontinued Operation, Membership Liabilities", "label": "Disposal Group, Including Discontinued Operation, Membership Liabilities", "terseLabel": "Liabilities related to assets held for sale, club membership liabilities" } } }, "localname": "DisposalGroupIncludingDiscontinuedOperationMembershipLiabilities", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "fph_DistributionMadetoLimitedLiabilityCompanyLLCMemberCashDistributionsPaidAggregate": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Distribution Made to Limited Liability Company (LLC) Member, Cash Distributions Paid, Aggregate", "label": "Distribution Made to Limited Liability Company (LLC) Member, Cash Distributions Paid, Aggregate", "terseLabel": "Distribution to certain interest holders, aggregate" } } }, "localname": "DistributionMadetoLimitedLiabilityCompanyLLCMemberCashDistributionsPaidAggregate", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "fph_DocumentandEntityInformationAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Document and Entity Information [Abstract]", "label": "Document and Entity Information [Abstract]" } } }, "localname": "DocumentandEntityInformationAbstract", "nsuri": "http://fivepoint.com/20181231", "xbrltype": "stringItemType" }, "fph_DuefromRelatedPartiesFinalInstallmentPayableTerm": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Due from Related Parties, Final Installment Payable, Term", "label": "Due from Related Parties, Final Installment Payable, Term", "terseLabel": "Final installment payable (in days)" } } }, "localname": "DuefromRelatedPartiesFinalInstallmentPayableTerm", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails" ], "xbrltype": "durationItemType" }, "fph_DuefromRelatedPartiesNumberofInstallmentPayments": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Due from Related Parties, Number of Installment Payments", "label": "Due from Related Parties, Number of Installment Payments", "terseLabel": "Number of installment payments" } } }, "localname": "DuefromRelatedPartiesNumberofInstallmentPayments", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails" ], "xbrltype": "integerItemType" }, "fph_DuefromRelatedPartiesSecondInstallmentPayableTerm": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Due from Related Parties, Second Installment Payable, Term", "label": "Due from Related Parties, Second Installment Payable, Term", "terseLabel": "Second installment payable (in days)" } } }, "localname": "DuefromRelatedPartiesSecondInstallmentPayableTerm", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails" ], "xbrltype": "durationItemType" }, "fph_DuefromRelatedPartiesThirdInstallmentPayableTerm": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Due from Related Parties, Third Installment Payable, Term", "label": "Due from Related Parties, Third Installment Payable, Term", "terseLabel": "Third installment payable (in days)" } } }, "localname": "DuefromRelatedPartiesThirdInstallmentPayableTerm", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails" ], "xbrltype": "durationItemType" }, "fph_EB5LoanReimbursementAgreementMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "EB-5 Loan Reimbursement Agreement [Member]", "label": "EB-5 Loan Reimbursement Agreement [Member]", "terseLabel": "EB-5 loan reimbursements" } } }, "localname": "EB5LoanReimbursementAgreementMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails", "http://fivepoint.com/role/RelatedPartyTransactionsRelatedPartyAssetsAndLiabilitiesDetails" ], "xbrltype": "domainItemType" }, "fph_EffectiveIncomeTaxRateReconciliationChangeinEnactedFederalTaxRatePercent": { "auth_ref": [], "calculation": { "http://fivepoint.com/role/IncomeTaxesReconciliationOfStatutoryRateAndEffectiveRateDetails": { "order": 3.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-US": { "role": { "documentation": "Effective Income Tax Rate Reconciliation, Change in Enacted Federal Tax Rate, Percent", "label": "Effective Income Tax Rate Reconciliation, Change in Enacted Federal Tax Rate, Percent", "terseLabel": "Statutory federal tax rate change" } } }, "localname": "EffectiveIncomeTaxRateReconciliationChangeinEnactedFederalTaxRatePercent", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/IncomeTaxesReconciliationOfStatutoryRateAndEffectiveRateDetails" ], "xbrltype": "percentItemType" }, "fph_EffectiveIncomeTaxRateReconciliationExpiredUnusedLossCarryforward": { "auth_ref": [], "calculation": { "http://fivepoint.com/role/IncomeTaxesReconciliationOfStatutoryRateAndEffectiveRateDetails": { "order": 8.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-US": { "role": { "documentation": "Effective Income Tax Rate Reconciliation, Expired Unused Loss Carryforward", "label": "Effective Income Tax Rate Reconciliation, Expired Unused Loss Carryforward", "terseLabel": "Expiration of unused loss carryforwards" } } }, "localname": "EffectiveIncomeTaxRateReconciliationExpiredUnusedLossCarryforward", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/IncomeTaxesReconciliationOfStatutoryRateAndEffectiveRateDetails" ], "xbrltype": "percentItemType" }, "fph_EntitlementTransferAgreementMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Entitlement Transfer Agreement [Member]", "label": "Entitlement Transfer Agreement [Member]", "terseLabel": "Entitlement Transfer Agreement" } } }, "localname": "EntitlementTransferAgreementMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "domainItemType" }, "fph_EquityMethodInvestmentSummarizedFInancialInformationCashandCashEquivalents": { "auth_ref": [], "calculation": { "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedBalanceSheetDataDetails": { "order": 4.0, "parentTag": "us-gaap_EquityMethodInvestmentSummarizedFinancialInformationAssets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Equity Method Investment, Summarized FInancial Information, Cash and Cash Equivalents", "label": "Equity Method Investment, Summarized FInancial Information, Cash and Cash Equivalents", "terseLabel": "Cash and cash equivalents" } } }, "localname": "EquityMethodInvestmentSummarizedFInancialInformationCashandCashEquivalents", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedBalanceSheetDataDetails" ], "xbrltype": "monetaryItemType" }, "fph_EquityMethodInvestmentSummarizedFinancialInformationAccountsPayableandOtherLiabilities": { "auth_ref": [], "calculation": { "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedBalanceSheetDataDetails": { "order": 4.0, "parentTag": "us-gaap_EquityMethodInvestmentSummarizedFinancialInformationLiabilitiesAndEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Equity Method Investment, Summarized Financial Information, Accounts Payable and Other Liabilities", "label": "Equity Method Investment, Summarized Financial Information, Accounts Payable and Other Liabilities", "terseLabel": "Accounts payable and other liabilities" } } }, "localname": "EquityMethodInvestmentSummarizedFinancialInformationAccountsPayableandOtherLiabilities", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedBalanceSheetDataDetails" ], "xbrltype": "monetaryItemType" }, "fph_EquityMethodInvestmentSummarizedFinancialInformationBasisDifferenceAccretion": { "auth_ref": [], "calculation": { "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedStatementOfOperationsDetails": { "order": 2.0, "parentTag": "us-gaap_IncomeLossFromEquityMethodInvestments", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Equity Method Investment, Summarized Financial Information, Basis Difference Accretion", "label": "Equity Method Investment, Summarized Financial Information, Basis Difference Accretion", "terseLabel": "Basis difference (amortization) accretion" } } }, "localname": "EquityMethodInvestmentSummarizedFinancialInformationBasisDifferenceAccretion", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedStatementOfOperationsDetails" ], "xbrltype": "monetaryItemType" }, "fph_EquityMethodInvestmentSummarizedFinancialInformationDepreciationandAmortization": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Equity Method Investment, Summarized Financial Information, Depreciation and Amortization", "label": "Equity Method Investment, Summarized Financial Information, Depreciation and Amortization", "negatedTerseLabel": "Depreciation and amortization" } } }, "localname": "EquityMethodInvestmentSummarizedFinancialInformationDepreciationandAmortization", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedStatementOfOperationsDetails" ], "xbrltype": "monetaryItemType" }, "fph_EquityMethodInvestmentSummarizedFinancialInformationInterestExpense": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Equity Method Investment, Summarized Financial Information, Interest Expense", "label": "Equity Method Investment, Summarized Financial Information, Interest Expense", "negatedTerseLabel": "Interest expense" } } }, "localname": "EquityMethodInvestmentSummarizedFinancialInformationInterestExpense", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedStatementOfOperationsDetails" ], "xbrltype": "monetaryItemType" }, "fph_EquityMethodInvestmentSummarizedFinancialInformationInventoryRealEstate": { "auth_ref": [], "calculation": { "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedBalanceSheetDataDetails": { "order": 3.0, "parentTag": "us-gaap_EquityMethodInvestmentSummarizedFinancialInformationAssets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Equity Method Investment, Summarized Financial Information, Inventory, Real Estate", "label": "Equity Method Investment, Summarized Financial Information, Inventory, Real Estate", "terseLabel": "Inventories" } } }, "localname": "EquityMethodInvestmentSummarizedFinancialInformationInventoryRealEstate", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedBalanceSheetDataDetails" ], "xbrltype": "monetaryItemType" }, "fph_EquityMethodInvestmentSummarizedFinancialInformationNetIncomeLossAttributabletoParent": { "auth_ref": [], "calculation": { "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedStatementOfOperationsDetails": { "order": 1.0, "parentTag": "us-gaap_IncomeLossFromEquityMethodInvestments", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Equity Method Investment, Summarized Financial Information, Net Income (Loss) Attributable to Parent", "label": "Equity Method Investment, Summarized Financial Information, Net Income (Loss) Attributable to Parent", "terseLabel": "The Company\u2019s share of net income (loss)" } } }, "localname": "EquityMethodInvestmentSummarizedFinancialInformationNetIncomeLossAttributabletoParent", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedStatementOfOperationsDetails" ], "xbrltype": "monetaryItemType" }, "fph_EquityMethodInvestmentSummarizedFinancialInformationNotesPayableNet": { "auth_ref": [], "calculation": { "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedBalanceSheetDataDetails": { "order": 1.0, "parentTag": "us-gaap_EquityMethodInvestmentSummarizedFinancialInformationLiabilitiesAndEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Equity Method Investment, Summarized Financial Information, Notes Payable, Net", "label": "Equity Method Investment, Summarized Financial Information, Notes Payable, Net", "terseLabel": "Notes payable, net" } } }, "localname": "EquityMethodInvestmentSummarizedFinancialInformationNotesPayableNet", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedBalanceSheetDataDetails" ], "xbrltype": "monetaryItemType" }, "fph_EquityMethodInvestmentSummarizedFinancialInformationOtherAssets": { "auth_ref": [], "calculation": { "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedBalanceSheetDataDetails": { "order": 2.0, "parentTag": "us-gaap_EquityMethodInvestmentSummarizedFinancialInformationAssets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Equity Method Investment, Summarized Financial Information, Other Assets", "label": "Equity Method Investment, Summarized Financial Information, Other Assets", "terseLabel": "Other assets" } } }, "localname": "EquityMethodInvestmentSummarizedFinancialInformationOtherAssets", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedBalanceSheetDataDetails" ], "xbrltype": "monetaryItemType" }, "fph_EquityMethodInvestmentSummarizedFinancialInformationOtherCostsandExpenses": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Equity Method Investment, Summarized Financial Information, Other Costs and Expenses", "label": "Equity Method Investment, Summarized Financial Information, Other Costs and Expenses", "negatedTerseLabel": "Other costs and expenses" } } }, "localname": "EquityMethodInvestmentSummarizedFinancialInformationOtherCostsandExpenses", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedStatementOfOperationsDetails" ], "xbrltype": "monetaryItemType" }, "fph_EquityMethodInvestmentSummarizedFinancialInformationOtherLiabilities": { "auth_ref": [], "calculation": { "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedBalanceSheetDataDetails": { "order": 2.0, "parentTag": "us-gaap_EquityMethodInvestmentSummarizedFinancialInformationLiabilitiesAndEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Equity Method Investment, Summarized Financial Information, Other Liabilities", "label": "Equity Method Investment, Summarized Financial Information, Other Liabilities", "terseLabel": "Other liabilities, net" } } }, "localname": "EquityMethodInvestmentSummarizedFinancialInformationOtherLiabilities", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedBalanceSheetDataDetails" ], "xbrltype": "monetaryItemType" }, "fph_EquityMethodInvestmentSummarizedFinancialInformationRealEstateandRelatedIntangibleAssets": { "auth_ref": [], "calculation": { "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedBalanceSheetDataDetails": { "order": 1.0, "parentTag": "us-gaap_EquityMethodInvestmentSummarizedFinancialInformationAssets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Equity Method Investment, Summarized Financial Information, Real Estate and Related Intangible Assets", "label": "Equity Method Investment, Summarized Financial Information, Real Estate and Related Intangible Assets", "terseLabel": "Real estate and related intangible assets, net" } } }, "localname": "EquityMethodInvestmentSummarizedFinancialInformationRealEstateandRelatedIntangibleAssets", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedBalanceSheetDataDetails" ], "xbrltype": "monetaryItemType" }, "fph_EquityMethodInvestmentSummarizedFinancialInformationReceivableandOtherAssets": { "auth_ref": [], "calculation": { "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedBalanceSheetDataDetails": { "order": 5.0, "parentTag": "us-gaap_EquityMethodInvestmentSummarizedFinancialInformationAssets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Equity Method Investment, Summarized Financial Information, Receivable and Other Assets", "label": "Equity Method Investment, Summarized Financial Information, Receivable and Other Assets", "terseLabel": "Receivable and other assets" } } }, "localname": "EquityMethodInvestmentSummarizedFinancialInformationReceivableandOtherAssets", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedBalanceSheetDataDetails" ], "xbrltype": "monetaryItemType" }, "fph_EquityMethodInvestmentSummarizedFinancialInformationRedeemableLimitedLiabilityCompanyInterests": { "auth_ref": [], "calculation": { "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedBalanceSheetDataDetails": { "order": 5.0, "parentTag": "us-gaap_EquityMethodInvestmentSummarizedFinancialInformationLiabilitiesAndEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Equity Method Investment, Summarized Financial Information, Redeemable Limited Liability Company Interests", "label": "Equity Method Investment, Summarized Financial Information, Redeemable Limited Liability Company Interests", "terseLabel": "Redeemable Legacy Interests" } } }, "localname": "EquityMethodInvestmentSummarizedFinancialInformationRedeemableLimitedLiabilityCompanyInterests", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedBalanceSheetDataDetails" ], "xbrltype": "monetaryItemType" }, "fph_EquityMethodInvestmentSummarizedFinancialInformationRentalOperatingExpenses": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Equity Method Investment, Summarized Financial Information, Rental Operating Expenses", "label": "Equity Method Investment, Summarized Financial Information, Rental Operating Expenses", "negatedTerseLabel": "Rental operating and other expenses" } } }, "localname": "EquityMethodInvestmentSummarizedFinancialInformationRentalOperatingExpenses", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedStatementOfOperationsDetails" ], "xbrltype": "monetaryItemType" }, "fph_EquityMethodInvestmentSummarizedFinancialInformationRentalRevenue": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Equity Method Investment, Summarized Financial Information, Rental Revenue", "label": "Equity Method Investment, Summarized Financial Information, Rental Revenue", "verboseLabel": "Rental revenues" } } }, "localname": "EquityMethodInvestmentSummarizedFinancialInformationRentalRevenue", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedStatementOfOperationsDetails" ], "xbrltype": "monetaryItemType" }, "fph_EquityMethodInvestmentsNumberofGoverningIndividuals": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Equity Method Investments, Number of Governing Individuals", "label": "Equity Method Investments, Number of Governing Individuals", "terseLabel": "Number of individuals entitled to be appointed to executive committee" } } }, "localname": "EquityMethodInvestmentsNumberofGoverningIndividuals", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesNarrativeDetails" ], "xbrltype": "integerItemType" }, "fph_FPCHFVentureIMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "FPC-HF Venture I [Member]", "label": "FPC-HF Venture I [Member]", "terseLabel": "FPC-HF Venture I" } } }, "localname": "FPCHFVentureIMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails", "http://fivepoint.com/role/SupplementalCashFlowInformationDetails" ], "xbrltype": "domainItemType" }, "fph_FPLMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "FPL [Member]", "label": "FPL [Member]", "terseLabel": "FPL" } } }, "localname": "FPLMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails" ], "xbrltype": "domainItemType" }, "fph_FPOVHIMemberLLCMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "FPOVHI Member, LLC [Member]", "label": "FPOVHI Member, LLC [Member]", "terseLabel": "FPOVHI Member, LLC" } } }, "localname": "FPOVHIMemberLLCMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesNarrativeDetails" ], "xbrltype": "domainItemType" }, "fph_FivePointCommunitiesLPMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Five Point Communities, LP [Member]", "label": "Five Point Communities, LP [Member]", "terseLabel": "Five Point Communities, LP" } } }, "localname": "FivePointCommunitiesLPMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganizationDetails" ], "xbrltype": "domainItemType" }, "fph_FivePointCommunitiesLPandFLPMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Five Point Communities, LP and FLP [Member]", "label": "Five Point Communities, LP and FLP [Member]", "terseLabel": "Five Point Communities, LP and FLP" } } }, "localname": "FivePointCommunitiesLPandFLPMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/ConsolidatedVariableInterestEntityDetails" ], "xbrltype": "domainItemType" }, "fph_FivePointHoldingsLLCMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Five Point Holdings, LLC [Member]", "label": "Five Point Holdings, LLC [Member]", "terseLabel": "Five Point Holdings, LLC" } } }, "localname": "FivePointHoldingsLLCMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganizationDetails" ], "xbrltype": "domainItemType" }, "fph_FivePointLandUnitsExchangedForClassACommonUnitsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Five Point Land Units Exchanged For Class A Common Units [Member]", "label": "Five Point Land Units Exchanged For Class A Common Units [Member]", "terseLabel": "Five Point Land Units Exchanged For Class A Common Units" } } }, "localname": "FivePointLandUnitsExchangedForClassACommonUnitsMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganizationDetails" ], "xbrltype": "domainItemType" }, "fph_FivePointOfficeVentureHoldingsILLCAcquisitionMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Five Point Office Venture Holdings I, LLC Acquisition [Member]", "label": "Five Point Office Venture Holdings I, LLC Acquisition [Member]", "terseLabel": "Five Point Office Venture Holdings I, LLC Acquisition" } } }, "localname": "FivePointOfficeVentureHoldingsILLCAcquisitionMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesNarrativeDetails" ], "xbrltype": "domainItemType" }, "fph_FivePointOfficeVentureILLCMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Five Point Office Venture I, LLC [Member]", "label": "Five Point Office Venture I, LLC [Member]", "terseLabel": "Five Point Office Venture I, LLC" } } }, "localname": "FivePointOfficeVentureILLCMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesNarrativeDetails" ], "xbrltype": "domainItemType" }, "fph_FivePointOperatingCompanyLLCMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Five Point Operating Company, LLC [Member]", "label": "Five Point Operating Company, LLC [Member]", "terseLabel": "Five Point Operating Company, LLC", "verboseLabel": "Five Point Operating Company, LLC" } } }, "localname": "FivePointOperatingCompanyLLCMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsConsiderationTransferredDetails", "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails", "http://fivepoint.com/role/BusinessAndOrganizationDetails", "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails", "http://fivepoint.com/role/EarningsPerShareNarrativeDetails", "http://fivepoint.com/role/NoncontrollingInterestsDetails" ], "xbrltype": "domainItemType" }, "fph_GainLossonInsuranceSettlementOperatingActivities": { "auth_ref": [], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 }, "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesMiscellaneousIncomeDetails": { "order": 2.0, "parentTag": "us-gaap_OtherNonoperatingIncome", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Gain (Loss) on Insurance Settlement, Operating Activities", "label": "Gain (Loss) on Insurance Settlement, Operating Activities", "negatedTerseLabel": "Gain on insurance proceeds for damaged property", "terseLabel": "Gain on insurance claims" } } }, "localname": "GainLossonInsuranceSettlementOperatingActivities", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesMiscellaneousIncomeDetails" ], "xbrltype": "monetaryItemType" }, "fph_GatewayCommercialVentureLLCAMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Gateway Commercial Venture LLCA [Member]", "label": "Gateway Commercial Venture LLCA [Member]", "verboseLabel": "Gateway Commercial Venture" } } }, "localname": "GatewayCommercialVentureLLCAMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesNarrativeDetails", "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedBalanceSheetDataDetails", "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedStatementOfOperationsDetails", "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails", "http://fivepoint.com/role/SegmentReportingNarrativeDetails", "http://fivepoint.com/role/SegmentReportingRevenuesProfitLossAndAssetsDetails" ], "xbrltype": "domainItemType" }, "fph_GreatParkVentureMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Great Park Venture [Member]", "label": "Great Park Venture [Member]", "terseLabel": "Great Park" } } }, "localname": "GreatParkVentureMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesNarrativeDetails", "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedBalanceSheetDataDetails", "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedStatementOfOperationsDetails", "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails", "http://fivepoint.com/role/RevenueAdditionalInformationDetails", "http://fivepoint.com/role/RevenueDisaggregationOfRevenueDetails", "http://fivepoint.com/role/SegmentReportingNarrativeDetails", "http://fivepoint.com/role/SegmentReportingRevenuesProfitLossAndAssetsDetails", "http://fivepoint.com/role/SupplementalCashFlowInformationDetails" ], "xbrltype": "domainItemType" }, "fph_HeritageFieldsLLCMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Heritage Fields LLC [Member]", "label": "Heritage Fields LLC [Member]", "terseLabel": "Heritage Fields LLC" } } }, "localname": "HeritageFieldsLLCMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganizationDetails" ], "xbrltype": "domainItemType" }, "fph_HoldersofClassAUnitsofSanFranciscoVentureMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Holders of Class A Units of San Francisco Venture [Member]", "label": "Holders of Class A Units of San Francisco Venture [Member]", "terseLabel": "Holders of Class A Units of San Francisco Venture" } } }, "localname": "HoldersofClassAUnitsofSanFranciscoVentureMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganizationDetails" ], "xbrltype": "domainItemType" }, "fph_IncentiveAwardsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Incentive Awards [Member]", "label": "Incentive Awards [Member]", "terseLabel": "Incentive Awards" } } }, "localname": "IncentiveAwardsMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/ShareBasedCompensationDetails" ], "xbrltype": "domainItemType" }, "fph_IncentiveCompensationRightsContributedPercent": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Incentive Compensation Rights Contributed, Percent", "label": "Incentive Compensation Rights Contributed, Percent", "terseLabel": "Incentive compensation rights contributed, legacy (percent)" } } }, "localname": "IncentiveCompensationRightsContributedPercent", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails", "http://fivepoint.com/role/SupplementalCashFlowInformationDetails" ], "xbrltype": "percentItemType" }, "fph_IncentiveCompensationRightsNonLegacyPercent": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Incentive Compensation Rights, Non-Legacy, Percent", "label": "Incentive Compensation Rights, Non-Legacy, Percent", "terseLabel": "Incentive compensation rights, non-legacy (percent)" } } }, "localname": "IncentiveCompensationRightsNonLegacyPercent", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails" ], "xbrltype": "percentItemType" }, "fph_IncentiveCompensationRightsSoldPercent": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Incentive Compensation Rights Sold, Percent", "label": "Incentive Compensation Rights Sold, Percent", "terseLabel": "Incentive compensation rights sold (percent)" } } }, "localname": "IncentiveCompensationRightsSoldPercent", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails" ], "xbrltype": "percentItemType" }, "fph_IncomeTaxExpenseBenefitPreTax": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Income Tax Expense (Benefit), Pre-Tax", "label": "Income Tax Expense (Benefit), Pre-Tax", "terseLabel": "Income Tax Expense (Benefit), Pre-Tax" } } }, "localname": "IncomeTaxExpenseBenefitPreTax", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "fph_InterestIncome": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Interest Income", "label": "Interest Income", "terseLabel": "Interest income" } } }, "localname": "InterestIncome", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/SegmentReportingRevenuesProfitLossAndAssetsDetails" ], "xbrltype": "monetaryItemType" }, "fph_IssuanceofCommonStockUnderwritingDiscounts": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Issuance of Common Stock, Underwriting Discounts", "label": "Issuance of Common Stock, Underwriting Discounts", "terseLabel": "Proceeds of IPO, net of underwriting discounts" } } }, "localname": "IssuanceofCommonStockUnderwritingDiscounts", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlowsParenthetical" ], "xbrltype": "monetaryItemType" }, "fph_LandSalesMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Land Sales [Member]", "label": "Land Sales [Member]", "verboseLabel": "Land sales" } } }, "localname": "LandSalesMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/RevenueDisaggregationOfRevenueDetails" ], "xbrltype": "domainItemType" }, "fph_LegacyIncentiveCompensationReceivableMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Legacy Incentive Compensation Receivable [Member]", "label": "Legacy Incentive Compensation Receivable [Member]", "terseLabel": "Legacy Incentive Compensation Receivable" } } }, "localname": "LegacyIncentiveCompensationReceivableMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails", "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails", "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "domainItemType" }, "fph_LennarCorporationMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Lennar Corporation [Member]", "label": "Lennar Corporation [Member]", "terseLabel": "Lennar Corporation", "verboseLabel": "Lennar Corporation and Other Affiliates" } } }, "localname": "LennarCorporationMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganizationDetails", "http://fivepoint.com/role/NoncontrollingInterestsDetails", "http://fivepoint.com/role/SegmentReportingNarrativeDetails" ], "xbrltype": "domainItemType" }, "fph_LimitedLiabilityCompanyorLimitedPartnershipRedemptionThreshold": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Limited Liability Company or Limited Partnership, Redemption Threshold", "label": "Limited Liability Company or Limited Partnership, Redemption Threshold", "terseLabel": "Unitholder request for redemption, minimum ownership (percent)" } } }, "localname": "LimitedLiabilityCompanyorLimitedPartnershipRedemptionThreshold", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/NoncontrollingInterestsDetails" ], "xbrltype": "percentItemType" }, "fph_LoansPayableAdditionalFinancing": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Loans Payable, Additional Financing", "label": "Loans Payable, Additional Financing", "terseLabel": "Debt financing, additional financing" } } }, "localname": "LoansPayableAdditionalFinancing", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "fph_LongtermPurchaseCommitmentAdditionalOptionPeriod": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Long-term Purchase Commitment, Additional Option Period", "label": "Long-term Purchase Commitment, Additional Option Period", "terseLabel": "Purchase agreement optional second term" } } }, "localname": "LongtermPurchaseCommitmentAdditionalOptionPeriod", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails" ], "xbrltype": "durationItemType" }, "fph_LosAngelesCountyMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Los Angeles County [Member]", "label": "Los Angeles County [Member]", "terseLabel": "Los Angeles County" } } }, "localname": "LosAngelesCountyMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "fph_MacerichNoteMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Macerich Note [Member]", "label": "Macerich Note [Member]", "terseLabel": "Macerich Note" } } }, "localname": "MacerichNoteMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails", "http://fivepoint.com/role/NotesPayableNetNarrativeDetails", "http://fivepoint.com/role/NotesPayableNetNotesPayableDetails" ], "xbrltype": "domainItemType" }, "fph_MallVentureMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Mall Venture [Member]", "label": "Mall Venture [Member]", "terseLabel": "Mall Venture" } } }, "localname": "MallVentureMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails" ], "xbrltype": "domainItemType" }, "fph_ManagementCompanyJointVentureMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Management Company Joint Venture [Member]", "label": "Management Company Joint Venture [Member]", "terseLabel": "Management Company Joint Venture" } } }, "localname": "ManagementCompanyJointVentureMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails", "http://fivepoint.com/role/SupplementalCashFlowInformationDetails" ], "xbrltype": "domainItemType" }, "fph_ManagementCompanyMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Management Company [Member]", "label": "Management Company [Member]", "terseLabel": "The Management Company" } } }, "localname": "ManagementCompanyMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails", "http://fivepoint.com/role/AcquisitionsAndDisposalsConsiderationTransferredDetails", "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails", "http://fivepoint.com/role/SupplementalCashFlowInformationDetails" ], "xbrltype": "domainItemType" }, "fph_ManagementServicesMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Management Services [Member]", "label": "Management Services [Member]", "terseLabel": "Management Services" } } }, "localname": "ManagementServicesMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/RevenueDisaggregationOfRevenueDetails" ], "xbrltype": "domainItemType" }, "fph_MaximumPayableAmount": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Maximum Payable Amount", "label": "Maximum Payable Amount", "terseLabel": "Maximum amount payable, class C units" } } }, "localname": "MaximumPayableAmount", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/NoncontrollingInterestsDetails" ], "xbrltype": "monetaryItemType" }, "fph_MonetaryPaymentsSubjecttoGuarantyRemainingEstimatedAmountMaximum": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Monetary Payments Subject to Guaranty, Remaining Estimated Amount, Maximum", "label": "Monetary Payments Subject to Guaranty, Remaining Estimated Amount, Maximum", "terseLabel": "Remaining estimated maximum potential amount of monetary payments subject to guaranty" } } }, "localname": "MonetaryPaymentsSubjecttoGuarantyRemainingEstimatedAmountMaximum", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "fph_MortgageLoanAgreementMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Mortgage Loan Agreement [Member]", "label": "Mortgage Loan Agreement [Member]", "terseLabel": "Mortgage Loan Agreement" } } }, "localname": "MortgageLoanAgreementMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesNarrativeDetails" ], "xbrltype": "domainItemType" }, "fph_NewhallMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Newhall [Member]", "label": "Newhall [Member]", "terseLabel": "Newhall" } } }, "localname": "NewhallMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/RevenueDisaggregationOfRevenueDetails", "http://fivepoint.com/role/SegmentReportingRevenuesProfitLossAndAssetsDetails" ], "xbrltype": "domainItemType" }, "fph_NewhallRanchLandUnderDevelopmentMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Newhall Ranch-Land Under Development [Member]", "label": "Newhall Ranch-Land Under Development [Member]", "terseLabel": "Newhall Ranch-Land under development" } } }, "localname": "NewhallRanchLandUnderDevelopmentMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationScheduleOfRealEstateAndAccumulatedDepreciationDetails" ], "xbrltype": "domainItemType" }, "fph_NewhallandSanFranciscoMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Newhall and San Francisco [Member]", "label": "Newhall and San Francisco [Member]", "terseLabel": "Newhall and San Francisco" } } }, "localname": "NewhallandSanFranciscoMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/SegmentReportingNarrativeDetails" ], "xbrltype": "domainItemType" }, "fph_NoncontrollingInterestStockholdersRightToExchangeHoldingPeriod": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Stockholders Right To Exchange, Holding Period", "label": "Noncontrolling Interest, Stockholders Right To Exchange, Holding Period", "terseLabel": "Holding period for right to exchange" } } }, "localname": "NoncontrollingInterestStockholdersRightToExchangeHoldingPeriod", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/NoncontrollingInterestsDetails" ], "xbrltype": "durationItemType" }, "fph_NoncontrollingInterestStockholdersRighttoExchangeConversionRatio": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Noncontrolling Interest, Stockholders Right to Exchange, Conversion Ratio", "label": "Noncontrolling Interest, Stockholders Right to Exchange, Conversion Ratio", "terseLabel": "Right to exchange, conversion ratio" } } }, "localname": "NoncontrollingInterestStockholdersRighttoExchangeConversionRatio", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails", "http://fivepoint.com/role/NoncontrollingInterestsDetails" ], "xbrltype": "pureItemType" }, "fph_NumberofBuildings": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Number of Buildings", "label": "Number of Buildings", "terseLabel": "Number of buildings" } } }, "localname": "NumberofBuildings", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/SegmentReportingNarrativeDetails" ], "xbrltype": "integerItemType" }, "fph_NumberofBuildingsOneTenant": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Number of Buildings, One Tenant", "label": "Number of Buildings, One Tenant", "terseLabel": "Number of buildings with one tenant" } } }, "localname": "NumberofBuildingsOneTenant", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/SegmentReportingNarrativeDetails" ], "xbrltype": "integerItemType" }, "fph_NumberofClassesOfMembershipUnits": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Number of Classes Of Membership Units", "label": "Number of Classes Of Membership Units", "terseLabel": "Number of classes of membership units" } } }, "localname": "NumberofClassesOfMembershipUnits", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails", "http://fivepoint.com/role/BusinessAndOrganizationDetails", "http://fivepoint.com/role/NoncontrollingInterestsDetails" ], "xbrltype": "integerItemType" }, "fph_OneTenantLeaseMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "One Tenant Lease [Member]", "label": "One Tenant Lease [Member]", "terseLabel": "One Tenant Lease" } } }, "localname": "OneTenantLeaseMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/SegmentReportingNarrativeDetails" ], "xbrltype": "domainItemType" }, "fph_OperatingCompanyMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Operating Company [Member]", "label": "Operating Company [Member]", "terseLabel": "Operating Company" } } }, "localname": "OperatingCompanyMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails" ], "xbrltype": "domainItemType" }, "fph_OperatingPropertiesMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Operating Properties [Member]", "label": "Operating Properties [Member]", "terseLabel": "Operating properties" } } }, "localname": "OperatingPropertiesMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/RevenueDisaggregationOfRevenueDetails" ], "xbrltype": "domainItemType" }, "fph_OtherPropertiesMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Other Properties [Member]", "label": "Other Properties [Member]", "terseLabel": "Other Properties" } } }, "localname": "OtherPropertiesMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationScheduleOfRealEstateAndAccumulatedDepreciationDetails" ], "xbrltype": "domainItemType" }, "fph_OtherRelatedPartyAgreementsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Other Related Party Agreements [Member]", "label": "Other Related Party Agreements [Member]", "terseLabel": "Other" } } }, "localname": "OtherRelatedPartyAgreementsMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/RelatedPartyTransactionsRelatedPartyAssetsAndLiabilitiesDetails" ], "xbrltype": "domainItemType" }, "fph_OtherRelatedPartyAssetsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Other Related Party Assets [Member]", "label": "Other Related Party Assets [Member]", "terseLabel": "Other Related Party Assets" } } }, "localname": "OtherRelatedPartyAssetsMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails", "http://fivepoint.com/role/RelatedPartyTransactionsRelatedPartyAssetsAndLiabilitiesDetails" ], "xbrltype": "domainItemType" }, "fph_PayablestoHoldersofManagementCompanysClassBInterestsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Payables to Holders of Management Company's Class B Interests [Member]", "label": "Payables to Holders of Management Company's Class B Interests [Member]", "terseLabel": "Payable to holders of Management Company\u2019s Class B interests" } } }, "localname": "PayablestoHoldersofManagementCompanysClassBInterestsMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails", "http://fivepoint.com/role/RelatedPartyTransactionsRelatedPartyAssetsAndLiabilitiesDetails" ], "xbrltype": "domainItemType" }, "fph_PaymentofConsiderationforSeparationAgreement": { "auth_ref": [], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows": { "order": 9.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Payment of Consideration for Separation Agreement", "label": "Payment of Consideration for Separation Agreement", "negatedTerseLabel": "Cash paid to former San Francisco Venture members in relation to Separation Agreement" } } }, "localname": "PaymentofConsiderationforSeparationAgreement", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "fph_PaymentsForIndirectRelatedPartyInterest": { "auth_ref": [], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Payments For Indirect Related Party Interest", "label": "Payments For Indirect Related Party Interest", "negatedTerseLabel": "Purchase of indirect Legacy Interest in Great Park Venture\u2014related party" } } }, "localname": "PaymentsForIndirectRelatedPartyInterest", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "fph_PaymentsForPurchaseObligation": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Payments For Purchase Obligation", "label": "Payments For Purchase Obligation", "verboseLabel": "Payment made in current year" } } }, "localname": "PaymentsForPurchaseObligation", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "fph_ProceedsfromCapitalContributionConsiderationfromBusinessCombination": { "auth_ref": [], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Proceeds from Capital Contribution, Consideration from Business Combination", "label": "Proceeds from Capital Contribution, Consideration from Business Combination", "terseLabel": "Cash from former San Francisco Venture members in relation to Formation Transactions" } } }, "localname": "ProceedsfromCapitalContributionConsiderationfromBusinessCombination", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "fph_ProceedsfromEquityMethodInvestmentPotentialAdditionalDistribution": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Proceeds from Equity Method Investment, Potential Additional Distribution", "label": "Proceeds from Equity Method Investment, Potential Additional Distribution", "terseLabel": "Potential additional distributions entitled to be received" } } }, "localname": "ProceedsfromEquityMethodInvestmentPotentialAdditionalDistribution", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "fph_ProceedsfromEquityMethodInvestmentPotentialDistribution": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Proceeds from Equity Method Investment, Potential Distribution", "label": "Proceeds from Equity Method Investment, Potential Distribution", "terseLabel": "Distributions entitled to be received" } } }, "localname": "ProceedsfromEquityMethodInvestmentPotentialDistribution", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "fph_ProceedsfromIssuanceInitialPublicOfferingNet": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Proceeds from Issuance Initial Public Offering, Net", "label": "Proceeds from Issuance Initial Public Offering, Net", "terseLabel": "Net proceeds from initial public offering" } } }, "localname": "ProceedsfromIssuanceInitialPublicOfferingNet", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganizationDetails" ], "xbrltype": "monetaryItemType" }, "fph_ProceedsfromSaleofPropertyHeldforsaleNet": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Proceeds from Sale of Property Held-for-sale, Net", "label": "Proceeds from Sale of Property Held-for-sale, Net", "terseLabel": "Proceeds from sale of golf club operating properties" } } }, "localname": "ProceedsfromSaleofPropertyHeldforsaleNet", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "fph_ReallocationofIncomeLosstoParentUponAssumedExchangeofCommonUnitsDiluted": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Reallocation of Income (Loss) to Parent Upon Assumed Exchange of Common Units, Diluted", "label": "Reallocation of Income (Loss) to Parent Upon Assumed Exchange of Common Units, Diluted", "terseLabel": "Reallocation of (loss) income to Company upon assumed exchange of common units" } } }, "localname": "ReallocationofIncomeLosstoParentUponAssumedExchangeofCommonUnitsDiluted", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/EarningsPerShareScheduleOfEarningsPerShareDetails" ], "xbrltype": "monetaryItemType" }, "fph_RecognitionofTaxReceivableAgreementLiability": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Recognition of Tax Receivable Agreement Liability", "label": "Recognition of Tax Receivable Agreement Liability", "verboseLabel": "Recognition of TRA liability" } } }, "localname": "RecognitionofTaxReceivableAgreementLiability", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/SupplementalCashFlowInformationDetails" ], "xbrltype": "monetaryItemType" }, "fph_RelatedPartyReceivableMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Related Party Receivable [Member]", "label": "Related Party Receivable [Member]", "terseLabel": "Related Party Receivables" } } }, "localname": "RelatedPartyReceivableMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails" ], "xbrltype": "domainItemType" }, "fph_RelatedPartyTransactionAmountsofTransactionPercentageofDistributions": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Related Party Transaction, Amounts of Transaction, Percentage of Distributions", "label": "Related Party Transaction, Amounts of Transaction, Percentage of Distributions", "terseLabel": "Percentage of distributions" } } }, "localname": "RelatedPartyTransactionAmountsofTransactionPercentageofDistributions", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "percentItemType" }, "fph_RelatedPartyTransactionDistributions": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Related Party Transaction, Distributions", "label": "Related Party Transaction, Distributions", "terseLabel": "Distributions to holders of Class B interests", "verboseLabel": "Distributions to holders of Legacy Interests" } } }, "localname": "RelatedPartyTransactionDistributions", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails", "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "fph_RestrictedCashandCertificatesofDepositPeriodIncreaseDecrease": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Restricted Cash and Certificates of Deposit, Period Increase (Decrease)", "label": "Restricted Cash and Certificates of Deposit, Period Increase (Decrease)", "terseLabel": "Decrease in restricted cash and certificates of deposits" } } }, "localname": "RestrictedCashandCertificatesofDepositPeriodIncreaseDecrease", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesEffectOfChangesToCondensedConsolidatedStatementOfCashFlowsDetails" ], "xbrltype": "monetaryItemType" }, "fph_RestrictedStockUnitsandRestrictedSharesMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Restricted Stock Units and Restricted Shares [Member]", "label": "Restricted Stock Units and Restricted Shares [Member]", "terseLabel": "Restricted Stock Units and Restricted Shares" } } }, "localname": "RestrictedStockUnitsandRestrictedSharesMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/ShareBasedCompensationDetails" ], "xbrltype": "domainItemType" }, "fph_SECScheduleIIIRealEstateAccumulatedDepreciationAdditions": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "SEC Schedule III, Real Estate Accumulated Depreciation, Additions", "label": "SEC Schedule III, Real Estate Accumulated Depreciation, Additions", "terseLabel": "Additions" } } }, "localname": "SECScheduleIIIRealEstateAccumulatedDepreciationAdditions", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationReconciliationOfRealEstateAndAccumulatedDepreciationDetails" ], "xbrltype": "monetaryItemType" }, "fph_SECScheduleIIIRealEstateImprovementsandOtherAdditions": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "SEC Schedule III, Real Estate, Improvements and Other Additions", "label": "SEC Schedule III, Real Estate, Improvements and Other Additions", "terseLabel": "Improvements and additions" } } }, "localname": "SECScheduleIIIRealEstateImprovementsandOtherAdditions", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationReconciliationOfRealEstateAndAccumulatedDepreciationDetails" ], "xbrltype": "monetaryItemType" }, "fph_SECScheduleIIIRealEstateReimbursements": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "SEC Schedule III, Real Estate, Reimbursements", "label": "SEC Schedule III, Real Estate, Reimbursements", "negatedTerseLabel": "Reimbursements and disposals" } } }, "localname": "SECScheduleIIIRealEstateReimbursements", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationReconciliationOfRealEstateAndAccumulatedDepreciationDetails" ], "xbrltype": "monetaryItemType" }, "fph_SanFranciscoBayAreaDevelopmentManagementAgreementsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "San Francisco Bay Area Development Management Agreements [Member]", "label": "San Francisco Bay Area Development Management Agreements [Member]", "terseLabel": "San Francisco Bay Area Development Management Agreements" } } }, "localname": "SanFranciscoBayAreaDevelopmentManagementAgreementsMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "domainItemType" }, "fph_SanFranciscoMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "San Francisco [Member]", "label": "San Francisco [Member]", "terseLabel": "San Francisco" } } }, "localname": "SanFranciscoMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/RevenueDisaggregationOfRevenueDetails", "http://fivepoint.com/role/SegmentReportingRevenuesProfitLossAndAssetsDetails" ], "xbrltype": "domainItemType" }, "fph_SanFranciscoShipyardandCandlestickPointMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "San Francisco Shipyard and Candlestick Point [Member]", "label": "San Francisco Shipyard and Candlestick Point [Member]", "terseLabel": "Candlestick Point and The San Francisco Shipyard- Land under development" } } }, "localname": "SanFranciscoShipyardandCandlestickPointMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationScheduleOfRealEstateAndAccumulatedDepreciationDetails" ], "xbrltype": "domainItemType" }, "fph_SanFranciscoVentureMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "San Francisco Venture [Member]", "label": "San Francisco Venture [Member]", "terseLabel": "San Francisco Venture" } } }, "localname": "SanFranciscoVentureMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/NoncontrollingInterestsDetails" ], "xbrltype": "domainItemType" }, "fph_SeniorNotesDue20257.875Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Senior Notes Due 2025, 7.875% [Member]", "label": "Senior Notes Due 2025, 7.875% [Member]", "terseLabel": "7.875 % Senior Notes due 2025" } } }, "localname": "SeniorNotesDue20257.875Member", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/NotesPayableNetNarrativeDetails", "http://fivepoint.com/role/NotesPayableNetNotesPayableDetails" ], "xbrltype": "domainItemType" }, "fph_SettlementNoteMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Settlement Note [Member]", "label": "Settlement Note [Member]", "terseLabel": "Settlement Note" } } }, "localname": "SettlementNoteMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/NotesPayableNetNarrativeDetails", "http://fivepoint.com/role/NotesPayableNetNotesPayableDetails" ], "xbrltype": "domainItemType" }, "fph_SpendingAgreement": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Spending Agreement", "label": "Spending Agreement", "terseLabel": "Infrastructure development costs" } } }, "localname": "SpendingAgreement", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/NoncontrollingInterestsDetails" ], "xbrltype": "monetaryItemType" }, "fph_StockIssuedDuringPeriodSharesFormationTransaction": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Stock Issued During Period, Shares, Formation Transaction", "label": "Stock Issued During Period, Shares, Formation Transaction", "terseLabel": "Formation Transactions (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesFormationTransaction", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCapital" ], "xbrltype": "sharesItemType" }, "fph_StockIssuedDuringPeriodValueFormationTransactions": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Stock Issued During Period, Value, Formation Transactions", "label": "Stock Issued During Period, Value, Formation Transactions", "terseLabel": "Formation Transactions" } } }, "localname": "StockIssuedDuringPeriodValueFormationTransactions", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCapital" ], "xbrltype": "monetaryItemType" }, "fph_StockIssuedtoAcquireInvestments": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Stock Issued to Acquire Investments", "label": "Stock Issued to Acquire Investments", "verboseLabel": "Stock issued to acquire investments (in shares)" } } }, "localname": "StockIssuedtoAcquireInvestments", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "fph_SubsidiaryLeaseMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Subsidiary Lease [Member]", "label": "Subsidiary Lease [Member]", "terseLabel": "Subsidiary Lease" } } }, "localname": "SubsidiaryLeaseMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/SegmentReportingNarrativeDetails" ], "xbrltype": "domainItemType" }, "fph_TRALiabilityMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "TRA Liability [Member]", "label": "TRA Liability [Member]", "terseLabel": "TRA Liability" } } }, "localname": "TRALiabilityMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "fph_TaxCutsandJobsActof2017ChangeinTaxRateDeferredTaxAssetIncomeTaxExpenseBenefit": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Tax Cuts and Jobs Act of 2017, Change in Tax Rate, Deferred Tax Asset, Income Tax Expense (Benefit)", "label": "Tax Cuts and Jobs Act of 2017, Change in Tax Rate, Deferred Tax Asset, Income Tax Expense (Benefit)", "terseLabel": "Decrease in deferred taxes attributable to federal tax rate reductions" } } }, "localname": "TaxCutsandJobsActof2017ChangeinTaxRateDeferredTaxAssetIncomeTaxExpenseBenefit", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "fph_TaxCutsandJobsActof2017IncompleteAccountingChangeinTaxRateDeferredTaxAssetProvisionalIncomeTaxExpenseBenefit": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Tax Cuts and Jobs Act of 2017, Incomplete Accounting, Change in Tax Rate, Deferred Tax Asset, Provisional Income Tax Expense (Benefit)", "label": "Tax Cuts and Jobs Act of 2017, Incomplete Accounting, Change in Tax Rate, Deferred Tax Asset, Provisional Income Tax Expense (Benefit)", "terseLabel": "Provisional adjustment recorded to reduce deferred tax asset value" } } }, "localname": "TaxCutsandJobsActof2017IncompleteAccountingChangeinTaxRateDeferredTaxAssetProvisionalIncomeTaxExpenseBenefit", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "fph_TaxReceivableAgreementLiabilityNoncurrent": { "auth_ref": [], "calculation": { "http://fivepoint.com/role/ConsolidatedBalanceSheets": { "order": 6.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Tax Receivable Agreement, Liability, Noncurrent", "label": "Tax Receivable Agreement, Liability, Noncurrent", "terseLabel": "Payable pursuant to tax receivable agreement", "verboseLabel": "Payable pursuant to tax receivable agreement" } } }, "localname": "TaxReceivableAgreementLiabilityNoncurrent", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/ConsolidatedBalanceSheets", "http://fivepoint.com/role/ConsolidatedVariableInterestEntityDetails", "http://fivepoint.com/role/TaxReceivableAgreementDetails" ], "xbrltype": "monetaryItemType" }, "fph_TaxReceivableAgreementPercentageofRealizedCashSavingsinTaxToBePassThrough": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Tax Receivable Agreement, Percentage of Realized Cash Savings in Tax To Be Pass Through", "label": "Tax Receivable Agreement, Percentage of Realized Cash Savings in Tax To Be Pass Through", "terseLabel": "Percentage of cash savings in income tax" } } }, "localname": "TaxReceivableAgreementPercentageofRealizedCashSavingsinTaxToBePassThrough", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/TaxReceivableAgreementDetails" ], "xbrltype": "percentItemType" }, "fph_TaxReceivableAgreementStockholdersRightToExchangeHoldingPeriod": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Tax Receivable Agreement, Stockholders Right To Exchange, Holding Period", "label": "Tax Receivable Agreement, Stockholders Right To Exchange, Holding Period", "terseLabel": "Holding period for stockholders" } } }, "localname": "TaxReceivableAgreementStockholdersRightToExchangeHoldingPeriod", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/TaxReceivableAgreementDetails" ], "xbrltype": "durationItemType" }, "fph_TaxReceivableAgreementStockholdersRighttoExchangeConversionRatio": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Tax Receivable Agreement, Stockholders Right to Exchange, Conversion Ratio", "label": "Tax Receivable Agreement, Stockholders Right to Exchange, Conversion Ratio", "terseLabel": "Conversion ratio for stockholders" } } }, "localname": "TaxReceivableAgreementStockholdersRighttoExchangeConversionRatio", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/TaxReceivableAgreementDetails" ], "xbrltype": "pureItemType" }, "fph_TaxReceivableAgreementTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Tax Receivable Agreement [Text Block]", "label": "Tax Receivable Agreement [Text Block]", "terseLabel": "Tax Receivable Agreement" } } }, "localname": "TaxReceivableAgreementTextBlock", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/TaxReceivableAgreement" ], "xbrltype": "textBlockItemType" }, "fph_TheManagementCompanyandTheSanFranciscoVentureMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The Management Company and The San Francisco Venture [Member]", "label": "The Management Company and The San Francisco Venture [Member]", "terseLabel": "The Management Company and The San Francisco Venture" } } }, "localname": "TheManagementCompanyandTheSanFranciscoVentureMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsProFormaInformationDetails" ], "xbrltype": "domainItemType" }, "fph_TheSanFranciscoVentureMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The San Francisco Venture [Member]", "label": "The San Francisco Venture [Member]", "terseLabel": "The San Francisco Venture" } } }, "localname": "TheSanFranciscoVentureMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails", "http://fivepoint.com/role/AcquisitionsAndDisposalsConsiderationTransferredDetails", "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails", "http://fivepoint.com/role/BusinessAndOrganizationDetails", "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails", "http://fivepoint.com/role/ConsolidatedVariableInterestEntityDetails", "http://fivepoint.com/role/EarningsPerShareNarrativeDetails", "http://fivepoint.com/role/NoncontrollingInterestsDetails", "http://fivepoint.com/role/SupplementalCashFlowInformationDetails" ], "xbrltype": "domainItemType" }, "fph_TransitionServicesAgreementMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Transition Services Agreement [Member]", "label": "Transition Services Agreement [Member]", "terseLabel": "Transition services agreement" } } }, "localname": "TransitionServicesAgreementMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "domainItemType" }, "fph_ValuationAllowanceDeferredTaxAssetIncreaseDecreaseNetAmount": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Net, Amount", "label": "Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Net, Amount", "terseLabel": "Valuation allowance, net" } } }, "localname": "ValuationAllowanceDeferredTaxAssetIncreaseDecreaseNetAmount", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "fph_VariableInterestEntityConsolidatedCarryingAmountAccountsPayable": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Variable Interest Entity, Consolidated, Carrying Amount, Accounts Payable", "label": "Variable Interest Entity, Consolidated, Carrying Amount, Accounts Payable", "terseLabel": "Accounts payable" } } }, "localname": "VariableInterestEntityConsolidatedCarryingAmountAccountsPayable", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/ConsolidatedVariableInterestEntityDetails" ], "xbrltype": "monetaryItemType" }, "fph_VariableInterestEntityConsolidatedCarryingAmountCash": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Variable Interest Entity, Consolidated, Carrying Amount, Cash", "label": "Variable Interest Entity, Consolidated, Carrying Amount, Cash", "terseLabel": "Cash" } } }, "localname": "VariableInterestEntityConsolidatedCarryingAmountCash", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/ConsolidatedVariableInterestEntityDetails" ], "xbrltype": "monetaryItemType" }, "fph_VariableInterestEntityConsolidatedCarryingAmountIntangibleAssetsOtherThanGoodwill": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Variable Interest Entity, Consolidated, Carrying Amount, Intangible Assets Other Than Goodwill", "label": "Variable Interest Entity, Consolidated, Carrying Amount, Intangible Assets Other Than Goodwill", "terseLabel": "Intangibles" } } }, "localname": "VariableInterestEntityConsolidatedCarryingAmountIntangibleAssetsOtherThanGoodwill", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/ConsolidatedVariableInterestEntityDetails" ], "xbrltype": "monetaryItemType" }, "fph_VariableInterestEntityConsolidatedCarryingAmountInventories": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Variable Interest Entity, Consolidated, Carrying Amount, Inventories", "label": "Variable Interest Entity, Consolidated, Carrying Amount, Inventories", "terseLabel": "Inventories" } } }, "localname": "VariableInterestEntityConsolidatedCarryingAmountInventories", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/ConsolidatedVariableInterestEntityDetails" ], "xbrltype": "monetaryItemType" }, "fph_VariableInterestEntityConsolidatedCarryingAmountLongTermDebt": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Variable Interest Entity, Consolidated, Carrying Amount, Long Term Debt", "label": "Variable Interest Entity, Consolidated, Carrying Amount, Long Term Debt", "terseLabel": "Notes payable" } } }, "localname": "VariableInterestEntityConsolidatedCarryingAmountLongTermDebt", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/ConsolidatedVariableInterestEntityDetails" ], "xbrltype": "monetaryItemType" }, "fph_VariableInterestEntityConsolidatedCarryingAmountRelatedPartyAssets": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Variable Interest Entity, Consolidated, Carrying Amount, Related Party Assets", "label": "Variable Interest Entity, Consolidated, Carrying Amount, Related Party Assets", "terseLabel": "Related party assets" } } }, "localname": "VariableInterestEntityConsolidatedCarryingAmountRelatedPartyAssets", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/ConsolidatedVariableInterestEntityDetails" ], "xbrltype": "monetaryItemType" }, "fph_VariableInterestEntityConsolidatedCarryingAmountRelatedPartyLiabilities": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Variable Interest Entity, Consolidated, Carrying Amount, Related Party Liabilities", "label": "Variable Interest Entity, Consolidated, Carrying Amount, Related Party Liabilities", "terseLabel": "Related party liabilities" } } }, "localname": "VariableInterestEntityConsolidatedCarryingAmountRelatedPartyLiabilities", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/ConsolidatedVariableInterestEntityDetails" ], "xbrltype": "monetaryItemType" }, "fph_VariableInterestEntityDistributionPercentage": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Variable Interest Entity, Distribution Percentage", "label": "Variable Interest Entity, Distribution Percentage", "terseLabel": "Distributions (percent)" } } }, "localname": "VariableInterestEntityDistributionPercentage", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/ConsolidatedVariableInterestEntityDetails" ], "xbrltype": "percentItemType" }, "fph_WaterPurchaseAgreementMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Water Purchase Agreement [Member]", "label": "Water Purchase Agreement [Member]", "terseLabel": "Water Purchase Agreement" } } }, "localname": "WaterPurchaseAgreementMember", "nsuri": "http://fivepoint.com/20181231", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_AffiliatedEntityMember": { "auth_ref": [ "r284", "r431", "r432", "r509", "r513" ], "lang": { "en-US": { "role": { "documentation": "An affiliate is a party that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the entity.", "label": "Affiliated Entity [Member]", "terseLabel": "Affiliated Entity" } } }, "localname": "AffiliatedEntityMember", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails", "http://fivepoint.com/role/BusinessAndOrganizationDetails", "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails", "http://fivepoint.com/role/ConsolidatedStatementsOfOperations", "http://fivepoint.com/role/NoncontrollingInterestsDetails", "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails", "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails" ], "xbrltype": "domainItemType" }, "srt_ConsolidatedEntitiesAxis": { "auth_ref": [ "r509", "r513" ], "lang": { "en-US": { "role": { "documentation": "Information by consolidated entity or group of entities.", "label": "Consolidated Entities [Axis]", "terseLabel": "Consolidated Entities [Axis]" } } }, "localname": "ConsolidatedEntitiesAxis", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganizationDetails" ], "xbrltype": "stringItemType" }, "srt_ConsolidatedEntitiesDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Entity or group of entities consolidated into reporting entity.", "label": "Consolidated Entities [Domain]", "terseLabel": "Consolidated Entities [Domain]" } } }, "localname": "ConsolidatedEntitiesDomain", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganizationDetails" ], "xbrltype": "domainItemType" }, "srt_ConsolidationItemsAxis": { "auth_ref": [ "r160", "r171" ], "lang": { "en-US": { "role": { "documentation": "Information by components, eliminations, non-segment corporate-level activity and reconciling items used in consolidating a parent entity and its subsidiaries or its operating segments.", "label": "Consolidation Items [Axis]", "terseLabel": "Consolidation Items [Axis]" } } }, "localname": "ConsolidationItemsAxis", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://fivepoint.com/role/SegmentReportingRevenuesProfitLossAndAssetsDetails" ], "xbrltype": "stringItemType" }, "srt_ConsolidationItemsDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Components, elimination, non-segment corporate-level activity and reconciling items used in consolidating a parent entity and its subsidiaries or its operating segments.", "label": "Consolidation Items [Domain]", "terseLabel": "Consolidation Items [Domain]" } } }, "localname": "ConsolidationItemsDomain", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://fivepoint.com/role/SegmentReportingRevenuesProfitLossAndAssetsDetails" ], "xbrltype": "domainItemType" }, "srt_CounterpartyNameAxis": { "auth_ref": [ "r43", "r108", "r517" ], "lang": { "en-US": { "role": { "documentation": "Information by name of counterparty. A counterparty is the other party that participates in a financial transaction. Examples include, but not limited to, the name of the financial institution.", "label": "Counterparty Name [Axis]", "terseLabel": "Counterparty Name [Axis]" } } }, "localname": "CounterpartyNameAxis", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails", "http://fivepoint.com/role/BusinessAndOrganizationDetails", "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails", "http://fivepoint.com/role/EarningsPerShareNarrativeDetails", "http://fivepoint.com/role/NoncontrollingInterestsDetails", "http://fivepoint.com/role/SupplementalCashFlowInformationDetails" ], "xbrltype": "stringItemType" }, "srt_EquityMethodInvesteeNameDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Name of investment, including named security. Excludes consolidated entity.", "label": "Investment, Name [Domain]", "terseLabel": "Investment, Name [Domain]" } } }, "localname": "EquityMethodInvesteeNameDomain", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganizationDetails", "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesNarrativeDetails", "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedBalanceSheetDataDetails", "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedStatementOfOperationsDetails", "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails", "http://fivepoint.com/role/SegmentReportingNarrativeDetails", "http://fivepoint.com/role/SegmentReportingRevenuesProfitLossAndAssetsDetails" ], "xbrltype": "domainItemType" }, "srt_MajorCustomersAxis": { "auth_ref": [ "r175", "r250", "r253" ], "lang": { "en-US": { "role": { "documentation": "Information by name or description of a single external customer or a group of external customers.", "label": "Customer [Axis]", "terseLabel": "Customer [Axis]" } } }, "localname": "MajorCustomersAxis", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://fivepoint.com/role/SegmentReportingNarrativeDetails" ], "xbrltype": "stringItemType" }, "srt_MaximumMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Upper limit of the provided range.", "label": "Maximum [Member]", "terseLabel": "Maximum" } } }, "localname": "MaximumMember", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://fivepoint.com/role/NotesPayableNetNarrativeDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesPropertiesAndEquipmentDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesRecentlyIssuedAccountingPronouncementsDetails" ], "xbrltype": "domainItemType" }, "srt_MinimumMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Lower limit of the provided range.", "label": "Minimum [Member]", "terseLabel": "Minimum" } } }, "localname": "MinimumMember", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://fivepoint.com/role/NotesPayableNetNarrativeDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesPropertiesAndEquipmentDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesRecentlyIssuedAccountingPronouncementsDetails" ], "xbrltype": "domainItemType" }, "srt_NameOfMajorCustomerDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Single external customer or group of external customers.", "label": "Customer [Domain]", "terseLabel": "Customer [Domain]" } } }, "localname": "NameOfMajorCustomerDomain", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://fivepoint.com/role/SegmentReportingNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_OwnershipAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Information by name of entity in which ownership interest is disclosed. Excludes equity method investee and named security investment.", "label": "Ownership [Axis]", "terseLabel": "Ownership [Axis]" } } }, "localname": "OwnershipAxis", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsConsiderationTransferredDetails", "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails", "http://fivepoint.com/role/NoncontrollingInterestsDetails" ], "xbrltype": "stringItemType" }, "srt_OwnershipDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Name of entity in which ownership interest is disclosed. Excludes equity method investee and named security investment.", "label": "Ownership [Domain]", "terseLabel": "Ownership [Domain]" } } }, "localname": "OwnershipDomain", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsConsiderationTransferredDetails", "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails", "http://fivepoint.com/role/NoncontrollingInterestsDetails" ], "xbrltype": "domainItemType" }, "srt_ParentCompanyMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The registrant that controls, directly or indirectly, another entity (or entities). The usual condition for control is ownership of a majority (over 50%) of the outstanding voting stock. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders or by court decree.", "label": "Parent Company [Member]", "terseLabel": "Parent Company" } } }, "localname": "ParentCompanyMember", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganizationDetails" ], "xbrltype": "domainItemType" }, "srt_ProductOrServiceAxis": { "auth_ref": [ "r174", "r250", "r252", "r496" ], "lang": { "en-US": { "role": { "documentation": "Information by product and service, or group of similar products and similar services.", "label": "Product and Service [Axis]", "terseLabel": "Product and Service [Axis]" } } }, "localname": "ProductOrServiceAxis", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfOperations", "http://fivepoint.com/role/RevenueDisaggregationOfRevenueDetails", "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails" ], "xbrltype": "stringItemType" }, "srt_ProductsAndServicesDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Product or service, or a group of similar products or similar services.", "label": "Product and Service [Domain]", "terseLabel": "Product and Service [Domain]" } } }, "localname": "ProductsAndServicesDomain", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfOperations", "http://fivepoint.com/role/RevenueDisaggregationOfRevenueDetails", "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails" ], "xbrltype": "domainItemType" }, "srt_RangeAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Information by range, including, but not limited to, upper and lower bounds.", "label": "Range [Axis]", "terseLabel": "Range [Axis]" } } }, "localname": "RangeAxis", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://fivepoint.com/role/NotesPayableNetNarrativeDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesPropertiesAndEquipmentDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesRecentlyIssuedAccountingPronouncementsDetails" ], "xbrltype": "stringItemType" }, "srt_RangeMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Extent of variation, for example, but not limited to, upper and lower bounds.", "label": "Range [Domain]", "terseLabel": "Range [Domain]" } } }, "localname": "RangeMember", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://fivepoint.com/role/NotesPayableNetNarrativeDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesPropertiesAndEquipmentDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesRecentlyIssuedAccountingPronouncementsDetails" ], "xbrltype": "domainItemType" }, "srt_RealEstateAndAccumulatedDepreciationAmountOfEncumbrances": { "auth_ref": [ "r504", "r515" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of lien or mortgage outstanding on real estate investment properties for entities with a substantial portion of business acquiring and holding investment real estate.", "label": "SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation, Amount of Encumbrances", "terseLabel": "Encumbrances" } } }, "localname": "RealEstateAndAccumulatedDepreciationAmountOfEncumbrances", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationScheduleOfRealEstateAndAccumulatedDepreciationDetails" ], "xbrltype": "monetaryItemType" }, "srt_RealEstateAndAccumulatedDepreciationByPropertyTable": { "auth_ref": [ "r511", "r516" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of information about real estate investments and accompanying accumulated depreciation for entities with a substantial portion of business acquiring and holding investment real estate.", "label": "SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation, by Property [Table]", "terseLabel": "SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation, by Property [Table]" } } }, "localname": "RealEstateAndAccumulatedDepreciationByPropertyTable", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationScheduleOfRealEstateAndAccumulatedDepreciationDetails" ], "xbrltype": "stringItemType" }, "srt_RealEstateAndAccumulatedDepreciationDescriptionOfPropertyAxis": { "auth_ref": [ "r511", "r516", "r518" ], "lang": { "en-US": { "role": { "documentation": "Information by name of property.", "label": "Name of Property [Axis]", "terseLabel": "Name of Property [Axis]" } } }, "localname": "RealEstateAndAccumulatedDepreciationDescriptionOfPropertyAxis", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationScheduleOfRealEstateAndAccumulatedDepreciationDetails" ], "xbrltype": "stringItemType" }, "srt_RealEstateAndAccumulatedDepreciationDisclosureAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract]" } } }, "localname": "RealEstateAndAccumulatedDepreciationDisclosureAbstract", "nsuri": "http://fasb.org/srt/2018-01-31", "xbrltype": "stringItemType" }, "srt_RealEstateAndAccumulatedDepreciationDisclosureTextBlock": { "auth_ref": [ "r511", "r516" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure of real estate investments and associated accumulated depreciation for entities with a significant portion of their business acquiring and holding investment real estate.", "label": "SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Text Block]", "terseLabel": "Schedule III\u2014Real Estate and Accumulated Depreciation" } } }, "localname": "RealEstateAndAccumulatedDepreciationDisclosureTextBlock", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciation" ], "xbrltype": "textBlockItemType" }, "srt_RealEstateAndAccumulatedDepreciationLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]", "terseLabel": "SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]" } } }, "localname": "RealEstateAndAccumulatedDepreciationLineItems", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationScheduleOfRealEstateAndAccumulatedDepreciationDetails" ], "xbrltype": "stringItemType" }, "srt_RealEstateAndAccumulatedDepreciationNameOfPropertyDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Name of the property, for example, but not limited to, ABC Shopping Center.", "label": "Name of Property [Domain]", "terseLabel": "Name of Property [Domain]" } } }, "localname": "RealEstateAndAccumulatedDepreciationNameOfPropertyDomain", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationScheduleOfRealEstateAndAccumulatedDepreciationDetails" ], "xbrltype": "domainItemType" }, "srt_RealEstateFederalIncomeTaxBasis": { "auth_ref": [ "r510", "r514" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Cost basis of real estate investments for federal income tax purposes for entities with a substantial portion of business acquiring and holding investment real estate.", "label": "SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Federal Income Tax Basis", "terseLabel": "Aggregate cost of land and improvements for federal income tax purposes" } } }, "localname": "RealEstateFederalIncomeTaxBasis", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationScheduleOfRealEstateAndAccumulatedDepreciationDetails" ], "xbrltype": "monetaryItemType" }, "srt_RepurchaseAgreementCounterpartyNameDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Named other party that participates in a financial transaction. Examples include, but not limited to, the name of the financial institution.", "label": "Counterparty Name [Domain]", "terseLabel": "Counterparty Name [Domain]" } } }, "localname": "RepurchaseAgreementCounterpartyNameDomain", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails", "http://fivepoint.com/role/BusinessAndOrganizationDetails", "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails", "http://fivepoint.com/role/EarningsPerShareNarrativeDetails", "http://fivepoint.com/role/NoncontrollingInterestsDetails", "http://fivepoint.com/role/SupplementalCashFlowInformationDetails" ], "xbrltype": "domainItemType" }, "srt_RestatementAdjustmentMember": { "auth_ref": [ "r119", "r122", "r123", "r124" ], "lang": { "en-US": { "role": { "documentation": "Effect of a correction of an error, other prior year adjustment, or application of a new accounting pronouncement on a financial statement line item or any per share amounts. The cumulative effect of the change on retained earnings or net assets in the statement of financial position would also be represented under this domain member.", "label": "Restatement Adjustment [Member]", "terseLabel": "Restatement Adjustment" } } }, "localname": "RestatementAdjustmentMember", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesEffectOfChangesToCondensedConsolidatedStatementOfCashFlowsDetails" ], "xbrltype": "domainItemType" }, "srt_RestatementAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Information by revision of previously issued financial statements.", "label": "Restatement [Axis]", "terseLabel": "Restatement [Axis]" } } }, "localname": "RestatementAxis", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesEffectOfChangesToCondensedConsolidatedStatementOfCashFlowsDetails" ], "xbrltype": "stringItemType" }, "srt_RestatementDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Revision of previously issued financial statements.", "label": "Restatement [Domain]", "terseLabel": "Restatement [Domain]" } } }, "localname": "RestatementDomain", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesEffectOfChangesToCondensedConsolidatedStatementOfCashFlowsDetails" ], "xbrltype": "domainItemType" }, "srt_ScenarioPreviouslyReportedMember": { "auth_ref": [ "r122", "r123", "r124" ], "lang": { "en-US": { "role": { "documentation": "Represents the amount as previously reported before the correction of an error or other adjustment.", "label": "Previously Reported [Member]", "terseLabel": "Previously Reported" } } }, "localname": "ScenarioPreviouslyReportedMember", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesEffectOfChangesToCondensedConsolidatedStatementOfCashFlowsDetails" ], "xbrltype": "domainItemType" }, "srt_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis": { "auth_ref": [ "r185" ], "lang": { "en-US": { "role": { "documentation": "Information by name of investment, including named security. Excludes consolidated entity.", "label": "Investment, Name [Axis]", "terseLabel": "Investment, Name [Axis]" } } }, "localname": "ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganizationDetails", "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesNarrativeDetails", "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedBalanceSheetDataDetails", "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedStatementOfOperationsDetails", "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails", "http://fivepoint.com/role/SegmentReportingNarrativeDetails", "http://fivepoint.com/role/SegmentReportingRevenuesProfitLossAndAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AccountingPoliciesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Accounting Policies [Abstract]" } } }, "localname": "AccountingPoliciesAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_AccountingStandardsUpdate201409Member": { "auth_ref": [ "r255" ], "lang": { "en-US": { "role": { "documentation": "Accounting Standards Update 2014-09 Revenue from Contracts with Customers (Topic 606).", "label": "Accounting Standards Update 2014-09 [Member]", "terseLabel": "Accounting Standards Update 2014-09" } } }, "localname": "AccountingStandardsUpdate201409Member", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IntangibleAssetNetrelatedPartyDetails", "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesCumulativeEffectFromAdoptionOfNewRevenueGuidanceDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesRecentlyIssuedAccountingPronouncementsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccountingStandardsUpdate201602Member": { "auth_ref": [ "r424" ], "lang": { "en-US": { "role": { "documentation": "Accounting Standards Update 2016-02 Leases (Topic 842).", "label": "Accounting Standards Update 2016-02 [Member]", "terseLabel": "Accounting Standards Update 2016-02" } } }, "localname": "AccountingStandardsUpdate201602Member", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesRecentlyIssuedAccountingPronouncementsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccountingStandardsUpdate201618Member": { "auth_ref": [ "r100" ], "lang": { "en-US": { "role": { "documentation": "Accounting Standards Update 2016-18 Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force).", "label": "Accounting Standards Update 2016-18 [Member]", "terseLabel": "Accounting Standards Update 2016-18" } } }, "localname": "AccountingStandardsUpdate201618Member", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesEffectOfChangesToCondensedConsolidatedStatementOfCashFlowsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccountingStandardsUpdate201707Member": { "auth_ref": [ "r295" ], "lang": { "en-US": { "role": { "documentation": "Accounting Standards Update 2017-07 Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.", "label": "Accounting Standards Update 2017-07 [Member]", "terseLabel": "Accounting Standards Update 2017-07" } } }, "localname": "AccountingStandardsUpdate201707Member", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesNarrativeDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesRecentlyIssuedAccountingPronouncementsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccountsPayableAndAccruedLiabilitiesMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Primary financial statement caption encompassing accounts payable and accrued liabilities.", "label": "Accounts Payable and Accrued Liabilities [Member]", "terseLabel": "Accounts Payable and Other Liabilities" } } }, "localname": "AccountsPayableAndAccruedLiabilitiesMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccountsPayableAndOtherAccruedLiabilities": { "auth_ref": [], "calculation": { "http://fivepoint.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of liabilities incurred and payable to vendors for goods and services received, and accrued liabilities classified as other.", "label": "Accounts Payable and Other Accrued Liabilities", "terseLabel": "Accounts payable and other liabilities" } } }, "localname": "AccountsPayableAndOtherAccruedLiabilities", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedBalanceSheets", "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesCumulativeEffectFromAdoptionOfNewRevenueGuidanceDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccrualForEnvironmentalLossContingencies": { "auth_ref": [ "r216", "r220", "r221" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Total costs accrued as of the balance sheet date for environmental loss contingencies.", "label": "Accrual for Environmental Loss Contingencies", "terseLabel": "Carrying amount of liability for certain obligations of the settlement" } } }, "localname": "AccrualForEnvironmentalLossContingencies", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember": { "auth_ref": [ "r44", "r49", "r52", "r279", "r382" ], "lang": { "en-US": { "role": { "documentation": "Accumulated other comprehensive income (loss) related to gain (loss) component of defined benefit plans attributable to the parent.", "label": "Accumulated Defined Benefit Plans Adjustment, Net Gain (Loss) Attributable to Parent [Member]", "terseLabel": "Accumulated Defined Benefit Plans Adjustment, Net Gain (Loss) Attributable to Parent" } } }, "localname": "AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AccumulatedOtherComprehensiveLossDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment": { "auth_ref": [ "r30", "r209" ], "calculation": { "http://fivepoint.com/role/PropertiesAndEquipmentNetDetails": { "order": 2.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services.", "label": "Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment", "negatedTerseLabel": "Accumulated depreciation" } } }, "localname": "AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/PropertiesAndEquipmentNetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Accumulated Other Comprehensive Income (Loss) [Line Items]", "terseLabel": "Accumulated Other Comprehensive Income (Loss) [Line Items]" } } }, "localname": "AccumulatedOtherComprehensiveIncomeLossLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AccumulatedOtherComprehensiveLossDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax": { "auth_ref": [ "r46", "r48", "r49" ], "calculation": { "http://fivepoint.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_MembersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.", "label": "Accumulated Other Comprehensive Income (Loss), Net of Tax", "terseLabel": "Accumulated other comprehensive loss" } } }, "localname": "AccumulatedOtherComprehensiveIncomeLossNetOfTax", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossTable": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Disclosure of information about components of accumulated other comprehensive income (loss).", "label": "Accumulated Other Comprehensive Income (Loss) [Table]", "terseLabel": "Accumulated Other Comprehensive Income (Loss) [Table]" } } }, "localname": "AccumulatedOtherComprehensiveIncomeLossTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AccumulatedOtherComprehensiveLossDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeMember": { "auth_ref": [ "r45", "r49", "r52", "r382" ], "lang": { "en-US": { "role": { "documentation": "Accumulated increase (decrease) in equity from transactions and other events and circumstances from non-owner sources, attributable to the parent. Excludes net income (loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners.", "label": "AOCI Attributable to Parent [Member]", "terseLabel": "Accumulated Other Comprehensive Loss" } } }, "localname": "AccumulatedOtherComprehensiveIncomeMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCapital" ], "xbrltype": "domainItemType" }, "us-gaap_AcquisitionRelatedCostsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Category of acquisition-related costs allocated to (included in) reported pro forma earnings (supplemental pro forma information).", "label": "Acquisition-related Costs [Member]", "terseLabel": "Acquisition-related Costs" } } }, "localname": "AcquisitionRelatedCostsMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AdditionalPaidInCapitalMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders.", "label": "Additional Paid-in Capital [Member]", "terseLabel": "Contributed Capital" } } }, "localname": "AdditionalPaidInCapitalMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCapital" ], "xbrltype": "domainItemType" }, "us-gaap_AdjustmentsForNewAccountingPronouncementsAxis": { "auth_ref": [ "r118" ], "lang": { "en-US": { "role": { "documentation": "Information by new accounting pronouncement.", "label": "Adjustments for New Accounting Pronouncements [Axis]", "terseLabel": "Adjustments for New Accounting Pronouncements [Axis]" } } }, "localname": "AdjustmentsForNewAccountingPronouncementsAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IntangibleAssetNetrelatedPartyDetails", "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesCumulativeEffectFromAdoptionOfNewRevenueGuidanceDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesEffectOfChangesToCondensedConsolidatedStatementOfCashFlowsDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesNarrativeDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesRecentlyIssuedAccountingPronouncementsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AdjustmentsRelatedToTaxWithholdingForShareBasedCompensation": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The amount of adjustment to stockholders' equity associated with an employee's income tax withholding obligation as part of a net-share settlement of a share-based award.", "label": "Adjustments Related to Tax Withholding for Share-based Compensation", "negatedTerseLabel": "Reacquisition of share-based compensation for tax-withholding purposes" } } }, "localname": "AdjustmentsRelatedToTaxWithholdingForShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCapital" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue": { "auth_ref": [ "r300", "r302", "r315", "r316" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of increase to additional paid-in capital (APIC) from recognition of equity-based compensation.", "label": "Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition", "terseLabel": "Share-based compensation expense" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCapital" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdjustmentsToAdditionalPaidInCapitalStockIssuedIssuanceCosts": { "auth_ref": [ "r233", "r240" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of decrease in additional paid in capital (APIC) resulting from direct costs associated with issuing stock. Includes, but is not limited to, legal and accounting fees and direct costs associated with stock issues under a shelf registration.", "label": "Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs", "terseLabel": "Underwriting discount and offering costs" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalStockIssuedIssuanceCosts", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCapitalParenthetical" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]", "terseLabel": "Adjustments to reconcile net (loss) income to net cash used in operating activities:" } } }, "localname": "AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_AdvertisingExpense": { "auth_ref": [ "r318" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount charged to advertising expense for the period, which are expenses incurred with the objective of increasing revenue for a specified brand, product or product line.", "label": "Advertising Expense", "terseLabel": "Advertising costs" } } }, "localname": "AdvertisingExpense", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AmortizationOfIntangibleAssets": { "auth_ref": [ "r91", "r198", "r203" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets. As a noncash expense, this element is added back to net income when calculating cash provided by or used in operations using the indirect method.", "label": "Amortization of Intangible Assets", "terseLabel": "Amortization expense" } } }, "localname": "AmortizationOfIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IntangibleAssetNetrelatedPartyDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AmountRecognizedInNetPeriodicBenefitCostAndOtherComprehensiveIncomeLossBeforeTax": { "auth_ref": [ "r294" ], "calculation": { "http://fivepoint.com/role/EmployeeBenefitPlansNetPeriodicBenefitCostDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount recognized in net periodic benefit cost (credit) and other comprehensive (income) loss.", "label": "Defined Benefit Plan, Amount Recognized in Net Periodic Benefit Cost (Credit) and Other Comprehensive (Income) Loss, before Tax", "totalLabel": "Total recognized in net periodic benefit and accumulated other comprehensive loss" } } }, "localname": "AmountRecognizedInNetPeriodicBenefitCostAndOtherComprehensiveIncomeLossBeforeTax", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansNetPeriodicBenefitCostDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount": { "auth_ref": [ "r135" ], "lang": { "en-US": { "role": { "documentation": "Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.", "label": "Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount", "terseLabel": "Anti-dilutive potential securities (in shares)" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EarningsPerShareScheduleOfEarningsPerShareDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis": { "auth_ref": [ "r135" ], "lang": { "en-US": { "role": { "documentation": "Information by type of antidilutive security.", "label": "Antidilutive Securities [Axis]", "terseLabel": "Antidilutive Securities [Axis]" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EarningsPerShareScheduleOfEarningsPerShareDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]", "terseLabel": "Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EarningsPerShareNarrativeDetails", "http://fivepoint.com/role/EarningsPerShareScheduleOfEarningsPerShareDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AntidilutiveSecuritiesNameDomain": { "auth_ref": [ "r135" ], "lang": { "en-US": { "role": { "documentation": "Incremental common shares attributable to securities that were not included in diluted earnings per share (EPS) because to do so would increase EPS amounts or decrease loss per share amounts for the period presented.", "label": "Antidilutive Securities, Name [Domain]", "terseLabel": "Antidilutive Securities, Name [Domain]" } } }, "localname": "AntidilutiveSecuritiesNameDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EarningsPerShareScheduleOfEarningsPerShareDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AociAttributableToNoncontrollingInterestMember": { "auth_ref": [ "r45", "r49", "r382" ], "lang": { "en-US": { "role": { "documentation": "Accumulated increase (decrease) in equity from transactions and other events and circumstances from non-owner sources, attributable to the noncontrolling interest. Excludes net income (loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners.", "label": "AOCI Attributable to Noncontrolling Interest [Member]", "terseLabel": "AOCI Attributable to Noncontrolling Interest" } } }, "localname": "AociAttributableToNoncontrollingInterestMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AccumulatedOtherComprehensiveLossDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AociTaxAttributableToParent": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of tax expense (benefit) allocated to accumulated other comprehensive income (loss) attributable to parent.", "label": "AOCI Tax, Attributable to Parent", "terseLabel": "Defined benefit pension plan, tax benefits" } } }, "localname": "AociTaxAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AccumulatedOtherComprehensiveLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AreaOfLand": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Area of land held.", "label": "Area of Land", "terseLabel": "Area of land (in acres)" } } }, "localname": "AreaOfLand", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "areaItemType" }, "us-gaap_AreaOfRealEstateProperty": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Area of a real estate property.", "label": "Area of Real Estate Property", "terseLabel": "Area of retail space (in sq ft)" } } }, "localname": "AreaOfRealEstateProperty", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "areaItemType" }, "us-gaap_Assets": { "auth_ref": [ "r165", "r457", "r479" ], "calculation": { "http://fivepoint.com/role/ConsolidatedBalanceSheets": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets", "terseLabel": "Segment assets", "totalLabel": "TOTAL" } } }, "localname": "Assets", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedBalanceSheets", "http://fivepoint.com/role/SegmentReportingRevenuesProfitLossAndAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Assets [Abstract]", "terseLabel": "ASSETS" } } }, "localname": "AssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedBalanceSheets", "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesCumulativeEffectFromAdoptionOfNewRevenueGuidanceDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsOfDisposalGroupIncludingDiscontinuedOperation": { "auth_ref": [ "r0", "r1", "r3", "r4", "r212" ], "calculation": { "http://fivepoint.com/role/ConsolidatedBalanceSheets": { "order": 4.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount classified as assets attributable to disposal group held for sale or disposed of.", "label": "Disposal Group, Including Discontinued Operation, Assets", "terseLabel": "ASSETS HELD FOR SALE, NET", "verboseLabel": "Assets held for sale" } } }, "localname": "AssetsOfDisposalGroupIncludingDiscontinuedOperation", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedBalanceSheets", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AwardTypeAxis": { "auth_ref": [ "r303", "r314" ], "lang": { "en-US": { "role": { "documentation": "Information by award type pertaining to equity-based compensation.", "label": "Award Type [Axis]", "terseLabel": "Award Type [Axis]" } } }, "localname": "AwardTypeAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ShareBasedCompensationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BalanceSheetLocationAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Information by location on balance sheet (statement of financial position).", "label": "Balance Sheet Location [Axis]", "terseLabel": "Balance Sheet Location [Axis]" } } }, "localname": "BalanceSheetLocationAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BalanceSheetLocationDomain": { "auth_ref": [ "r397", "r398" ], "lang": { "en-US": { "role": { "documentation": "Location in the balance sheet (statement of financial position).", "label": "Balance Sheet Location [Domain]", "terseLabel": "Balance Sheet Location [Domain]" } } }, "localname": "BalanceSheetLocationDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_BasisOfAccountingPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).", "label": "Basis of Accounting, Policy [Policy Text Block]", "terseLabel": "Basis of Presentation" } } }, "localname": "BasisOfAccountingPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_BuildingMember": { "auth_ref": [ "r208" ], "lang": { "en-US": { "role": { "documentation": "Facility held for productive use including, but not limited to, office, production, storage and distribution facilities.", "label": "Building [Member]", "terseLabel": "Buildings" } } }, "localname": "BuildingMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesPropertiesAndEquipmentDetails" ], "xbrltype": "domainItemType" }, "us-gaap_BusinessAcquisitionAcquireeDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Identification of the acquiree in a material business combination (or series of individually immaterial business combinations), which may include the name or other type of identification of the acquiree.", "label": "Business Acquisition, Acquiree [Domain]", "terseLabel": "Business Acquisition, Acquiree [Domain]" } } }, "localname": "BusinessAcquisitionAcquireeDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails", "http://fivepoint.com/role/AcquisitionsAndDisposalsConsiderationTransferredDetails", "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails", "http://fivepoint.com/role/AcquisitionsAndDisposalsProFormaInformationDetails", "http://fivepoint.com/role/BusinessAndOrganizationDetails", "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesNarrativeDetails", "http://fivepoint.com/role/NoncontrollingInterestsDetails", "http://fivepoint.com/role/SupplementalCashFlowInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_BusinessAcquisitionAxis": { "auth_ref": [ "r354", "r355" ], "lang": { "en-US": { "role": { "documentation": "Information by business combination or series of individually immaterial business combinations.", "label": "Business Acquisition [Axis]", "terseLabel": "Business Acquisition [Axis]" } } }, "localname": "BusinessAcquisitionAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails", "http://fivepoint.com/role/AcquisitionsAndDisposalsConsiderationTransferredDetails", "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails", "http://fivepoint.com/role/AcquisitionsAndDisposalsProFormaInformationDetails", "http://fivepoint.com/role/BusinessAndOrganizationDetails", "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesNarrativeDetails", "http://fivepoint.com/role/NoncontrollingInterestsDetails", "http://fivepoint.com/role/SupplementalCashFlowInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BusinessAcquisitionEquityInterestsIssuedOrIssuableNumberOfSharesIssued": { "auth_ref": [ "r368" ], "lang": { "en-US": { "role": { "documentation": "Number of shares of equity interests issued or issuable to acquire entity.", "label": "Business Acquisition, Equity Interest Issued or Issuable, Number of Shares", "terseLabel": "Units issued/issuable in consideration (in shares)", "verboseLabel": "Units issued/issuable in consideration (in shares)" } } }, "localname": "BusinessAcquisitionEquityInterestsIssuedOrIssuableNumberOfSharesIssued", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsConsiderationTransferredDetails", "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails", "http://fivepoint.com/role/BusinessAndOrganizationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_BusinessAcquisitionLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Business Acquisition [Line Items]", "terseLabel": "Business Acquisition [Line Items]" } } }, "localname": "BusinessAcquisitionLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails", "http://fivepoint.com/role/AcquisitionsAndDisposalsConsiderationTransferredDetails", "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails", "http://fivepoint.com/role/AcquisitionsAndDisposalsProFormaInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BusinessAcquisitionPercentageOfVotingInterestsAcquired": { "auth_ref": [ "r349" ], "lang": { "en-US": { "role": { "documentation": "Percentage of voting equity interests acquired at the acquisition date in the business combination.", "label": "Business Acquisition, Percentage of Voting Interests Acquired", "terseLabel": "Percentage interest in venture" } } }, "localname": "BusinessAcquisitionPercentageOfVotingInterestsAcquired", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_BusinessAcquisitionProFormaInformationTextBlock": { "auth_ref": [ "r351", "r352" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate.", "label": "Business Acquisition, Pro Forma Information [Table Text Block]", "terseLabel": "Business Acquisition, Pro Forma Information" } } }, "localname": "BusinessAcquisitionProFormaInformationTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_BusinessAcquisitionSharePrice": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Price of a single share of a number of saleable stocks paid or offered to be paid in a business combination.", "label": "Business Acquisition, Share Price", "terseLabel": "Estimated fair value per Class A Common Unit of the Operating Company" } } }, "localname": "BusinessAcquisitionSharePrice", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsConsiderationTransferredDetails", "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_BusinessCombinationAcquisitionOfLessThan100PercentNoncontrollingInterestFairValue": { "auth_ref": [ "r358" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "This element represents the fair value of the noncontrolling interest in the acquiree at the acquisition date.", "label": "Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value", "terseLabel": "Noncontrolling interest in the San Francisco Venture" } } }, "localname": "BusinessCombinationAcquisitionOfLessThan100PercentNoncontrollingInterestFairValue", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationAcquisitionRelatedCosts": { "auth_ref": [ "r348" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "This element represents acquisition-related costs incurred to effect a business combination which costs have been expensed during the period. Such costs include finder's fees; advisory, legal, accounting, valuation, and other professional or consulting fees; general administrative costs, including the costs of maintaining an internal acquisitions department; and may include costs of registering and issuing debt and equity securities.", "label": "Business Combination, Acquisition Related Costs", "terseLabel": "Transaction costs" } } }, "localname": "BusinessCombinationAcquisitionRelatedCosts", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationConsiderationTransferred1": { "auth_ref": [ "r362", "r363", "r365" ], "calculation": { "http://fivepoint.com/role/AcquisitionsAndDisposalsConsiderationTransferredDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of consideration transferred, consisting of acquisition-date fair value of assets transferred by the acquirer, liabilities incurred by the acquirer, and equity interest issued by the acquirer.", "label": "Business Combination, Consideration Transferred", "totalLabel": "Total consideration issued for the San Francisco Venture" } } }, "localname": "BusinessCombinationConsiderationTransferred1", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsConsiderationTransferredDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationConsiderationTransferredEquityInterestsIssuedAndIssuable": { "auth_ref": [ "r362", "r363" ], "calculation": { "http://fivepoint.com/role/AcquisitionsAndDisposalsConsiderationTransferredDetails": { "order": 1.0, "parentTag": "us-gaap_BusinessCombinationConsiderationTransferred1", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of equity interests of the acquirer, including instruments or interests issued or issuable in consideration for the business combination.", "label": "Business Combination, Consideration Transferred, Equity Interests Issued and Issuable", "terseLabel": "Total equity consideration", "verboseLabel": "Capital issued" } } }, "localname": "BusinessCombinationConsiderationTransferredEquityInterestsIssuedAndIssuable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails", "http://fivepoint.com/role/AcquisitionsAndDisposalsConsiderationTransferredDetails", "http://fivepoint.com/role/SupplementalCashFlowInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationConsiderationTransferredLiabilitiesIncurred": { "auth_ref": [ "r360", "r362", "r363", "r367" ], "calculation": { "http://fivepoint.com/role/AcquisitionsAndDisposalsConsiderationTransferredDetails": { "order": 3.0, "parentTag": "us-gaap_BusinessCombinationConsiderationTransferred1", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of liabilities incurred by the acquirer as part of consideration transferred in a business combination.", "label": "Business Combination, Consideration Transferred, Liabilities Incurred", "terseLabel": "Add: contingent consideration" } } }, "localname": "BusinessCombinationConsiderationTransferredLiabilitiesIncurred", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsConsiderationTransferredDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationContingentConsiderationLiability": { "auth_ref": [ "r361", "r364", "r369" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of liability recognized arising from contingent consideration in a business combination.", "label": "Business Combination, Contingent Consideration, Liability", "verboseLabel": "Contingent consideration related to acquisition of the San Francisco Venture" } } }, "localname": "BusinessCombinationContingentConsiderationLiability", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SupplementalCashFlowInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationDisclosureTextBlock": { "auth_ref": [ "r370" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).", "label": "Business Combination Disclosure [Text Block]", "terseLabel": "Acquisitions and Disposals" } } }, "localname": "BusinessCombinationDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposals" ], "xbrltype": "textBlockItemType" }, "us-gaap_BusinessCombinationProFormaInformationEarningsOrLossOfAcquireeSinceAcquisitionDateActual": { "auth_ref": [ "r350" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "This element represents the amount of earnings or loss of the acquiree since the acquisition date included in the consolidated income statement for the reporting period.", "label": "Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual", "terseLabel": "Loss" } } }, "localname": "BusinessCombinationProFormaInformationEarningsOrLossOfAcquireeSinceAcquisitionDateActual", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsProFormaInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationProFormaInformationRevenueOfAcquireeSinceAcquisitionDateActual": { "auth_ref": [ "r350" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "This element represents the amount of revenue of the acquiree since the acquisition date included in the consolidated income statement for the reporting period.", "label": "Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual", "verboseLabel": "Revenue" } } }, "localname": "BusinessCombinationProFormaInformationRevenueOfAcquireeSinceAcquisitionDateActual", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsProFormaInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssetsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract]", "terseLabel": "Assets acquired:" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents": { "auth_ref": [ "r357" ], "calculation": { "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails": { "order": 8.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions, acquired at the acquisition date. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents", "terseLabel": "Cash" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsPrepaidExpenseAndOtherAssets": { "auth_ref": [ "r357" ], "calculation": { "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails": { "order": 10.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer, acquired at the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets", "terseLabel": "Prepaid expenses and other current assets" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsPrepaidExpenseAndOtherAssets", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentLiabilitiesAccountsPayable": { "auth_ref": [ "r357" ], "calculation": { "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails": { "order": 5.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of liabilities incurred for goods and services received that are used in an entity's business and related party payables, assumed at the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable", "negatedTerseLabel": "Accounts payable" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentLiabilitiesAccountsPayable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibleAssetsOtherThanGoodwill": { "auth_ref": [ "r357" ], "calculation": { "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails": { "order": 7.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of intangible assets, excluding goodwill, acquired at the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill", "terseLabel": "Intangible asset" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibleAssetsOtherThanGoodwill", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLiabilitiesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract]", "terseLabel": "Liabilities assumed:" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLiabilitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet": { "auth_ref": [ "r356", "r357" ], "calculation": { "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount recognized as of the acquisition date for the identifiable assets acquired in excess of (less than) the aggregate liabilities assumed.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net", "totalLabel": "Net assets acquired" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNoncurrentLiabilitiesLongTermDebt": { "auth_ref": [ "r357" ], "calculation": { "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails": { "order": 4.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of long-term debt due after one year or the normal operating cycle, if longer, assumed at the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt", "negatedTerseLabel": "Macerich Note", "terseLabel": "Macerich note" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNoncurrentLiabilitiesLongTermDebt", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails", "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Business Combinations [Abstract]" } } }, "localname": "BusinessCombinationsAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_BusinessCombinationsPolicy": { "auth_ref": [ "r102", "r347" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for completed business combinations (purchase method, acquisition method or combination of entities under common control). This accounting policy may include a general discussion of the purchase method or acquisition method of accounting (including for example, the treatment accorded contingent consideration, the identification of assets and liabilities, the purchase price allocation process, how the fair values of acquired assets and liabilities are determined) and the entity's specific application thereof. An entity that acquires another entity in a leveraged buyout transaction generally discloses the accounting policy followed by the acquiring entity in determining the basis used to value its interest in the acquired entity, and the rationale for that accounting policy.", "label": "Business Combinations Policy [Policy Text Block]", "terseLabel": "Acquisitions" } } }, "localname": "BusinessCombinationsPolicy", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CalculatedUnderRevenueGuidanceInEffectBeforeTopic606Member": { "auth_ref": [ "r254" ], "lang": { "en-US": { "role": { "documentation": "Calculated under guidance for revenue recognition in effect prior to change to new guidance for revenue from contract with customer when using transition method for cumulative effect in period including initial date of application.", "label": "Calculated under Revenue Guidance in Effect before Topic 606 [Member]", "terseLabel": "Calculated under Revenue Guidance in Effect before Topic 606" } } }, "localname": "CalculatedUnderRevenueGuidanceInEffectBeforeTopic606Member", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesCumulativeEffectFromAdoptionOfNewRevenueGuidanceDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CapitalAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Capital [Abstract]", "terseLabel": "Capital [Abstract]" } } }, "localname": "CapitalAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesCumulativeEffectFromAdoptionOfNewRevenueGuidanceDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CapitalUnitClassAMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Class A of capital units, which are a type of ownership interest in a corporation.", "label": "Capital Unit, Class A [Member]", "terseLabel": "Class A Units", "verboseLabel": "Class A Units" } } }, "localname": "CapitalUnitClassAMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsConsiderationTransferredDetails", "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails", "http://fivepoint.com/role/BusinessAndOrganizationDetails", "http://fivepoint.com/role/ConsolidatedStatementsOfCapital", "http://fivepoint.com/role/EarningsPerShareScheduleOfEarningsPerShareDetails", "http://fivepoint.com/role/NoncontrollingInterestsDetails", "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CapitalUnitClassBMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Class B of capital units, which are a type of ownership interest in a corporation.", "label": "Capital Unit, Class B [Member]", "terseLabel": "Capital Unit, Class B", "verboseLabel": "Class B Units" } } }, "localname": "CapitalUnitClassBMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganizationDetails", "http://fivepoint.com/role/ConsolidatedStatementsOfCapital", "http://fivepoint.com/role/NoncontrollingInterestsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CapitalUnitClassDomain": { "auth_ref": [ "r499" ], "lang": { "en-US": { "role": { "documentation": "Description of the type or class of capital units or capital shares.", "label": "Capital Unit, Class [Domain]", "terseLabel": "Capital Unit, Class [Domain]" } } }, "localname": "CapitalUnitClassDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsConsiderationTransferredDetails", "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails", "http://fivepoint.com/role/BusinessAndOrganizationDetails", "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails", "http://fivepoint.com/role/ConsolidatedStatementsOfCapital", "http://fivepoint.com/role/EarningsPerShareNarrativeDetails", "http://fivepoint.com/role/EarningsPerShareScheduleOfEarningsPerShareDetails", "http://fivepoint.com/role/NoncontrollingInterestsDetails", "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CapitalUnitsByClassAxis": { "auth_ref": [ "r498", "r500" ], "lang": { "en-US": { "role": { "documentation": "Information by type or class of the entity's capital units.", "label": "Capital Units by Class [Axis]", "terseLabel": "Capital Units by Class [Axis]" } } }, "localname": "CapitalUnitsByClassAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsConsiderationTransferredDetails", "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails", "http://fivepoint.com/role/BusinessAndOrganizationDetails", "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails", "http://fivepoint.com/role/ConsolidatedStatementsOfCapital", "http://fivepoint.com/role/EarningsPerShareNarrativeDetails", "http://fivepoint.com/role/EarningsPerShareScheduleOfEarningsPerShareDetails", "http://fivepoint.com/role/NoncontrollingInterestsDetails", "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CapitalizedContractCostLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Capitalized Contract Cost [Line Items]", "terseLabel": "Capitalized Contract Cost [Line Items]" } } }, "localname": "CapitalizedContractCostLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RevenueAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CapitalizedContractCostTable": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Disclosure of information about cost capitalized in obtaining or fulfilling contract with customer.", "label": "Capitalized Contract Cost [Table]", "terseLabel": "Capitalized Contract Cost [Table]" } } }, "localname": "CapitalizedContractCostTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RevenueAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CarryingReportedAmountFairValueDisclosureMember": { "auth_ref": [ "r405", "r406" ], "lang": { "en-US": { "role": { "documentation": "Measured as reported on the statement of financial position (balance sheet).", "label": "Reported Value Measurement [Member]", "terseLabel": "Reported Value Measurement" } } }, "localname": "CarryingReportedAmountFairValueDisclosureMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/FinancialInstrumentsAndFairValueMeasurementsAndDisclosuresNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CashAndCashEquivalentsAtCarryingValue": { "auth_ref": [ "r7", "r26", "r93" ], "calculation": { "http://fivepoint.com/role/ConsolidatedBalanceSheets": { "order": 6.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.", "label": "Cash and Cash Equivalents, at Carrying Value", "terseLabel": "CASH AND CASH EQUIVALENTS", "verboseLabel": "Cash and cash equivalents" } } }, "localname": "CashAndCashEquivalentsAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedBalanceSheets", "http://fivepoint.com/role/SupplementalCashFlowInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsPolicyTextBlock": { "auth_ref": [ "r12", "r94", "r102", "r177" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.", "label": "Cash and Cash Equivalents, Policy [Policy Text Block]", "terseLabel": "Cash and Cash Equivalents" } } }, "localname": "CashAndCashEquivalentsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashAndCashEquivalentsRestrictedCashAndCashEquivalentsPolicy": { "auth_ref": [ "r12", "r94", "r102", "r177", "r455" ], "lang": { "en-US": { "role": { "documentation": "Entity's cash and cash equivalents accounting policy with respect to restricted balances. Restrictions may include legally restricted deposits held as compensating balances against short-term borrowing arrangements, contracts entered into with others, or company statements of intention with regard to particular deposits; however, time deposits and short-term certificates of deposit are not generally included in legally restricted deposits.", "label": "Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block]", "terseLabel": "Restricted Cash and Certificates of Deposit" } } }, "localname": "CashAndCashEquivalentsRestrictedCashAndCashEquivalentsPolicy", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents": { "auth_ref": [ "r88", "r93", "r99" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents", "periodEndLabel": "CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH\u2014End of period", "periodStartLabel": "CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH\u2014Beginning of period", "terseLabel": "Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesEffectOfChangesToCondensedConsolidatedStatementOfCashFlowsDetails", "http://fivepoint.com/role/SupplementalCashFlowInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect": { "auth_ref": [ "r88", "r411" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of increase (decrease) in cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; excluding effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect", "terseLabel": "NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesEffectOfChangesToCondensedConsolidatedStatementOfCashFlowsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect": { "auth_ref": [ "r88", "r411" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of increase (decrease) in cash, cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect", "terseLabel": "NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashFlowSupplementalDisclosuresTextBlock": { "auth_ref": [ "r101" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for supplemental cash flow activities, including cash, noncash, and part noncash transactions, for the period. Noncash is defined as information about all investing and financing activities of an enterprise during a period that affect recognized assets or liabilities but that do not result in cash receipts or cash payments in the period. \"Part noncash\" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.", "label": "Cash Flow, Supplemental Disclosures [Text Block]", "terseLabel": "Supplemental Cash Flow Information" } } }, "localname": "CashFlowSupplementalDisclosuresTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SupplementalCashFlowInformation" ], "xbrltype": "textBlockItemType" }, "us-gaap_ClassOfStockDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Share of stock differentiated by the voting rights the holder receives. Examples include, but are not limited to, common stock, redeemable preferred stock, nonredeemable preferred stock, and convertible stock.", "label": "Class of Stock [Domain]", "terseLabel": "Class of Stock [Domain]" } } }, "localname": "ClassOfStockDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsConsiderationTransferredDetails", "http://fivepoint.com/role/BusinessAndOrganizationDetails", "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails", "http://fivepoint.com/role/ConsolidatedBalanceSheetsParenthetical", "http://fivepoint.com/role/ConsolidatedStatementsOfCapital", "http://fivepoint.com/role/ConsolidatedStatementsOfCapitalParenthetical", "http://fivepoint.com/role/ConsolidatedStatementsOfOperations", "http://fivepoint.com/role/DocumentAndEntityInformation", "http://fivepoint.com/role/EarningsPerShareNarrativeDetails", "http://fivepoint.com/role/EarningsPerShareScheduleOfEarningsPerShareDetails", "http://fivepoint.com/role/QuarterlyFinancialInformationUnauditedDetails", "http://fivepoint.com/role/ShareBasedCompensationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ClassOfStockLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Class of Stock [Line Items]", "terseLabel": "Class of Stock [Line Items]" } } }, "localname": "ClassOfStockLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/DocumentAndEntityInformation" ], "xbrltype": "stringItemType" }, "us-gaap_ClassificationOfVariableInterestEntityDomain": { "auth_ref": [ "r385", "r386", "r387", "r388" ], "lang": { "en-US": { "role": { "documentation": "Categorization of Variable Interest Entities (VIE) for consolidation and (or) disclosure purposes, whether individually or in aggregate, by: (1) VIEs consolidated because the entity is the primary beneficiary, (2) VIEs not consolidated because the entity is not the primary beneficiary, and (3) VIEs or potential VIEs that are not consolidated because necessary information is not available. In general, a VIE is a corporation, partnership, trust, or any other legal structure used for business purposes that either (a) does not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. A VIE often holds financial assets, including loans or receivables, real estate or other property. A VIE may be essentially passive or it may engage in research and development or other activities on behalf of another company.", "label": "Variable Interest Entity, Classification [Domain]", "terseLabel": "Variable Interest Entity, Classification [Domain]" } } }, "localname": "ClassificationOfVariableInterestEntityDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedVariableInterestEntityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CommitmentsAndContingencies": { "auth_ref": [ "r37", "r221", "r466", "r487" ], "calculation": { "http://fivepoint.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur.", "label": "Commitments and Contingencies", "terseLabel": "COMMITMENTS AND CONTINGENT LIABILITIES" } } }, "localname": "CommitmentsAndContingencies", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Commitments and Contingencies Disclosure [Abstract]" } } }, "localname": "CommitmentsAndContingenciesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureTextBlock": { "auth_ref": [ "r219", "r222" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for commitments and contingencies.", "label": "Commitments and Contingencies Disclosure [Text Block]", "terseLabel": "Commitments and Contingencies" } } }, "localname": "CommitmentsAndContingenciesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingencies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CommonClassAMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Classification of common stock representing ownership interest in a corporation.", "label": "Common Class A [Member]", "terseLabel": "Common Class A", "verboseLabel": "Class A Common Shares" } } }, "localname": "CommonClassAMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsConsiderationTransferredDetails", "http://fivepoint.com/role/BusinessAndOrganizationDetails", "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails", "http://fivepoint.com/role/ConsolidatedBalanceSheetsParenthetical", "http://fivepoint.com/role/ConsolidatedStatementsOfCapital", "http://fivepoint.com/role/ConsolidatedStatementsOfCapitalParenthetical", "http://fivepoint.com/role/ConsolidatedStatementsOfOperations", "http://fivepoint.com/role/DocumentAndEntityInformation", "http://fivepoint.com/role/EarningsPerShareNarrativeDetails", "http://fivepoint.com/role/EarningsPerShareScheduleOfEarningsPerShareDetails", "http://fivepoint.com/role/QuarterlyFinancialInformationUnauditedDetails", "http://fivepoint.com/role/ShareBasedCompensationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CommonClassBMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Classification of common stock that has different rights than Common Class A, representing ownership interest in a corporation.", "label": "Common Class B [Member]", "terseLabel": "Common Class B", "verboseLabel": "Class B Common Shares" } } }, "localname": "CommonClassBMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganizationDetails", "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails", "http://fivepoint.com/role/ConsolidatedBalanceSheetsParenthetical", "http://fivepoint.com/role/ConsolidatedStatementsOfCapital", "http://fivepoint.com/role/ConsolidatedStatementsOfOperations", "http://fivepoint.com/role/DocumentAndEntityInformation", "http://fivepoint.com/role/EarningsPerShareNarrativeDetails", "http://fivepoint.com/role/EarningsPerShareScheduleOfEarningsPerShareDetails", "http://fivepoint.com/role/QuarterlyFinancialInformationUnauditedDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CommonStockMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Stock that is subordinate to all other stock of the issuer.", "label": "Common Stock [Member]", "terseLabel": "Common Stock" } } }, "localname": "CommonStockMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCapital" ], "xbrltype": "domainItemType" }, "us-gaap_CommonStockSharesIssued": { "auth_ref": [ "r21" ], "lang": { "en-US": { "role": { "documentation": "Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.", "label": "Common Stock, Shares, Issued", "terseLabel": "Common shares issued (in shares)" } } }, "localname": "CommonStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganizationDetails", "http://fivepoint.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesOutstanding": { "auth_ref": [ "r21", "r233" ], "lang": { "en-US": { "role": { "documentation": "Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.", "label": "Common Stock, Shares, Outstanding", "periodEndLabel": "Common shares and units outstanding, ending balance (in shares)", "periodStartLabel": "Common shares and units outstanding, beginning balance (in shares)", "terseLabel": "Common shares outstanding (in shares)" } } }, "localname": "CommonStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedBalanceSheetsParenthetical", "http://fivepoint.com/role/ConsolidatedStatementsOfCapital" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonUnitIssued": { "auth_ref": [ "r145", "r146", "r240" ], "lang": { "en-US": { "role": { "documentation": "Number of common units issued of limited liability company (LLC).", "label": "Common Unit, Issued", "terseLabel": "Common units issued (in shares)" } } }, "localname": "CommonUnitIssued", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganizationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CompensationAndRetirementDisclosureAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Retirement Benefits [Abstract]" } } }, "localname": "CompensationAndRetirementDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_ComponentsOfDeferredTaxAssetsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Components of Deferred Tax Assets [Abstract]", "terseLabel": "Deferred tax assets" } } }, "localname": "ComponentsOfDeferredTaxAssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IncomeTaxesScheduleOfDeferredTaxAssetsAndLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ComponentsOfDeferredTaxAssetsAndLiabilitiesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Components of Deferred Tax Assets and Liabilities [Abstract]", "terseLabel": "Components of Deferred Tax Assets and Liabilities [Abstract]" } } }, "localname": "ComponentsOfDeferredTaxAssetsAndLiabilitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IncomeTaxesScheduleOfDeferredTaxAssetsAndLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ComprehensiveIncomeNetOfTax": { "auth_ref": [ "r55", "r57", "r58" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfComprehensiveIncomeLoss": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.", "label": "Comprehensive Income (Loss), Net of Tax, Attributable to Parent", "totalLabel": "COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY" } } }, "localname": "ComprehensiveIncomeNetOfTax", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfComprehensiveIncomeLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_ComprehensiveIncomeNetOfTaxAttributableToNoncontrollingInterest": { "auth_ref": [ "r55", "r57", "r374", "r375", "r392" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfComprehensiveIncomeLoss": { "order": 2.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTax", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners.", "label": "Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest", "terseLabel": "LESS COMPREHENSIVE LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS" } } }, "localname": "ComprehensiveIncomeNetOfTaxAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfComprehensiveIncomeLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest": { "auth_ref": [ "r55", "r57", "r373", "r392" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfComprehensiveIncomeLoss": { "order": 1.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.", "label": "Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest", "totalLabel": "COMPREHENSIVE (LOSS) INCOME" } } }, "localname": "ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfComprehensiveIncomeLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_ComprehensiveIncomeNoteTextBlock": { "auth_ref": [ "r74" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for comprehensive income, which includes, but is not limited to, 1) the amount of income tax expense or benefit allocated to each component of other comprehensive income, including reclassification adjustments, 2) the reclassification adjustments for each classification of other comprehensive income and 3) the ending accumulated balances for each component of comprehensive income.", "label": "Comprehensive Income (Loss) Note [Text Block]", "terseLabel": "Accumulated Other Comprehensive Loss" } } }, "localname": "ComprehensiveIncomeNoteTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AccumulatedOtherComprehensiveLoss" ], "xbrltype": "textBlockItemType" }, "us-gaap_ConcentrationRiskBenchmarkDomain": { "auth_ref": [ "r153", "r154", "r407", "r408" ], "lang": { "en-US": { "role": { "documentation": "The denominator in a calculation of a disclosed concentration risk percentage.", "label": "Concentration Risk Benchmark [Domain]", "terseLabel": "Concentration Risk Benchmark [Domain]" } } }, "localname": "ConcentrationRiskBenchmarkDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SegmentReportingNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ConcentrationRiskByBenchmarkAxis": { "auth_ref": [ "r153", "r154", "r407", "r408", "r497" ], "lang": { "en-US": { "role": { "documentation": "Information by benchmark of concentration risk.", "label": "Concentration Risk Benchmark [Axis]", "terseLabel": "Concentration Risk Benchmark [Axis]" } } }, "localname": "ConcentrationRiskByBenchmarkAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SegmentReportingNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ConcentrationRiskByTypeAxis": { "auth_ref": [ "r153", "r154", "r407", "r408", "r497" ], "lang": { "en-US": { "role": { "documentation": "Information by type of concentration risk, for example, but not limited to, asset, liability, net assets, geographic, customer, employees, supplier, lender.", "label": "Concentration Risk Type [Axis]", "terseLabel": "Concentration Risk Type [Axis]" } } }, "localname": "ConcentrationRiskByTypeAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SegmentReportingNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ConcentrationRiskCreditRisk": { "auth_ref": [ "r149", "r475" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for credit risk.", "label": "Concentration Risk, Credit Risk, Policy [Policy Text Block]", "terseLabel": "Concentration of Risk" } } }, "localname": "ConcentrationRiskCreditRisk", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ConcentrationRiskPercentage1": { "auth_ref": [ "r153", "r154", "r407", "r408" ], "lang": { "en-US": { "role": { "documentation": "For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the \"benchmark\" (or denominator) in the equation, this concept represents the concentration percentage derived from the division.", "label": "Concentration Risk, Percentage", "terseLabel": "Concentration of risk" } } }, "localname": "ConcentrationRiskPercentage1", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SegmentReportingNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ConcentrationRiskTypeDomain": { "auth_ref": [ "r153", "r154", "r407", "r408" ], "lang": { "en-US": { "role": { "documentation": "For an entity that discloses a concentration risk as a percentage of some financial balance or benchmark, identifies the type (for example, asset, liability, net assets, geographic, customer, employees, supplier, lender) of the concentration.", "label": "Concentration Risk Type [Domain]", "terseLabel": "Concentration Risk Type [Domain]" } } }, "localname": "ConcentrationRiskTypeDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SegmentReportingNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ConsolidationPolicyTextBlock": { "auth_ref": [ "r102", "r378", "r393", "r394" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary.", "label": "Consolidation, Policy [Policy Text Block]", "terseLabel": "Principles of Consolidation and Noncontrolling Interests" } } }, "localname": "ConsolidationPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ConsolidationSubsidiariesOrOtherInvestmentsConsolidatedEntitiesPolicy": { "auth_ref": [ "r102", "r104", "r378", "r393", "r394", "r395" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for subsidiaries or other investments that are consolidated, including the accounting treatment for intercompany accounts or transactions and any noncontrolling interest.", "label": "Consolidation, Subsidiaries or Other Investments, Consolidated Entities, Policy [Policy Text Block]", "terseLabel": "Investments in Unconsolidated Entities" } } }, "localname": "ConsolidationSubsidiariesOrOtherInvestmentsConsolidatedEntitiesPolicy", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ConstructionPayableCurrentAndNoncurrent": { "auth_ref": [ "r465", "r488" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable for the acquisition of merchandise, materials, supplies and services pertaining to construction projects such as a housing development or factory expansion not classified as trade payables.", "label": "Construction Payable", "terseLabel": "Construction Payable" } } }, "localname": "ConstructionPayableCurrentAndNoncurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerAssetCumulativeCatchUpAdjustmentToRevenueChangeInEstimateOfTransactionPrice": { "auth_ref": [ "r247" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of increase (decrease) in revenue recognized for cumulative catch-up adjustment from change in estimate of transaction price which increases (decreases) right to consideration in exchange for good or service transferred to customer when right is conditioned on something other than passage of time. Includes, but is not limited to, change in assessment of whether estimate of variable consideration is constrained.", "label": "Contract with Customer, Asset, Cumulative Catch-up Adjustment to Revenue, Change in Estimate of Transaction Price", "terseLabel": "Contract asset balance, variance cash consideration component" } } }, "localname": "ContractWithCustomerAssetCumulativeCatchUpAdjustmentToRevenueChangeInEstimateOfTransactionPrice", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RevenueAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerAssetCumulativeCatchUpAdjustmentToRevenueChangeInMeasureOfProgress": { "auth_ref": [ "r247" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of increase (decrease) in revenue recognized for cumulative catch-up adjustment from change in measure of progress which increases (decreases) right to consideration in exchange for good or service transferred to customer when right is conditioned on something other than passage of time.", "label": "Contract with Customer, Asset, Cumulative Catch-up Adjustment to Revenue, Change in Measure of Progress", "terseLabel": "Increase in contract assets" } } }, "localname": "ContractWithCustomerAssetCumulativeCatchUpAdjustmentToRevenueChangeInMeasureOfProgress", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RevenueAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerAssetNet": { "auth_ref": [ "r243", "r245", "r251" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount, after allowance for credit loss, of right to consideration in exchange for good or service transferred to customer when right is conditioned on something other than passage of time.", "label": "Contract with Customer, Asset, Net", "terseLabel": "Contract assets" } } }, "localname": "ContractWithCustomerAssetNet", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails", "http://fivepoint.com/role/RevenueAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerLiability": { "auth_ref": [ "r243", "r244", "r251" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of obligation to transfer good or service to customer for which consideration has been received or is receivable.", "label": "Contract with Customer, Liability", "terseLabel": "Deferred revenue" } } }, "localname": "ContractWithCustomerLiability", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractualObligation": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of contractual obligation, including but not limited to, long-term debt, capital lease obligations, operating lease obligations, purchase obligations, and other commitments.", "label": "Contractual Obligation", "terseLabel": "Maximum contingency amount", "verboseLabel": "Financed construction costs of an interchange project" } } }, "localname": "ContractualObligation", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails", "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ConversionOfStockByUniqueDescriptionAxis": { "auth_ref": [ "r96", "r97", "r98" ], "lang": { "en-US": { "role": { "documentation": "Information by description of stock conversions.", "label": "Stock Conversion Description [Axis]", "terseLabel": "Stock Conversion Description [Axis]" } } }, "localname": "ConversionOfStockByUniqueDescriptionAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganizationDetails", "http://fivepoint.com/role/NoncontrollingInterestsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ConversionOfStockNameDomain": { "auth_ref": [ "r96", "r97", "r98" ], "lang": { "en-US": { "role": { "documentation": "The unique name of a noncash or part noncash stock conversion.", "label": "Conversion of Stock, Name [Domain]", "terseLabel": "Conversion of Stock, Name [Domain]" } } }, "localname": "ConversionOfStockNameDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganizationDetails", "http://fivepoint.com/role/NoncontrollingInterestsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ConversionOfStockSharesConverted1": { "auth_ref": [ "r96", "r97", "r98" ], "lang": { "en-US": { "role": { "documentation": "The number of shares converted in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. \"Part noncash\" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.", "label": "Conversion of Stock, Shares Converted", "terseLabel": "Units contributed" } } }, "localname": "ConversionOfStockSharesConverted1", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganizationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ConversionOfStockSharesIssued1": { "auth_ref": [ "r96", "r97", "r98" ], "lang": { "en-US": { "role": { "documentation": "The number of new shares issued in the conversion of stock in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. \"Part noncash\" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.", "label": "Conversion of Stock, Shares Issued", "verboseLabel": "Units received" } } }, "localname": "ConversionOfStockSharesIssued1", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganizationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CorporateJointVentureMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Corporation owned and operated by a small group of ventures to accomplish a mutually beneficial venture or project.", "label": "Corporate Joint Venture [Member]", "terseLabel": "Corporate Joint Venture" } } }, "localname": "CorporateJointVentureMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CorporateNonSegmentMember": { "auth_ref": [ "r173" ], "lang": { "en-US": { "role": { "documentation": "Corporate headquarters or functional department that may not earn revenues or may earn revenues that are only incidental to the activities of the entity and is not considered an operating segment.", "label": "Corporate, Non-Segment [Member]", "terseLabel": "Corporate and Unallocated" } } }, "localname": "CorporateNonSegmentMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SegmentReportingRevenuesProfitLossAndAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CostOfGoodsAndServicesSold": { "auth_ref": [ "r69" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfOperations": { "order": 5.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The aggregate costs related to goods produced and sold and services rendered by an entity during the reporting period. This excludes costs incurred during the reporting period related to financial services rendered and other revenue generating activities.", "label": "Cost of Goods and Services Sold", "terseLabel": "Cost of goods and services sold" } } }, "localname": "CostOfGoodsAndServicesSold", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfOperations", "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CostsAndExpenses": { "auth_ref": [ "r65" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfOperations": { "order": 1.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Total costs of sales and operating expenses for the period.", "label": "Costs and Expenses", "terseLabel": "Total costs and expenses" } } }, "localname": "CostsAndExpenses", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_CostsAndExpensesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Costs and Expenses [Abstract]", "terseLabel": "COSTS AND EXPENSES:" } } }, "localname": "CostsAndExpensesAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfOperations", "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CreditFacilityAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Information by type of credit facility. Credit facilities provide capital to borrowers without the need to structure a loan for each borrowing.", "label": "Credit Facility [Axis]", "terseLabel": "Credit Facility [Axis]" } } }, "localname": "CreditFacilityAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails", "http://fivepoint.com/role/NotesPayableNetNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CreditFacilityDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Type of credit facility. Credit facilities provide capital to borrowers without the need to structure a loan for each borrowing.", "label": "Credit Facility [Domain]", "terseLabel": "Credit Facility [Domain]" } } }, "localname": "CreditFacilityDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails", "http://fivepoint.com/role/NotesPayableNetNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount after tax of increase (decrease) to equity or (increase) decrease to net assets, resulting from the cumulative effect adjustment of a new accounting principle applied in the period of adoption.", "label": "Cumulative Effect of New Accounting Principle in Period of Adoption", "terseLabel": "Adoption of accounting standards" } } }, "localname": "CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCapital" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentFederalTaxExpenseBenefit": { "auth_ref": [ "r106", "r337", "r341" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of current federal tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Current Federal Tax Expense (Benefit)", "negatedTerseLabel": "Federal income tax benefit" } } }, "localname": "CurrentFederalTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CustomerConcentrationRiskMember": { "auth_ref": [ "r152" ], "lang": { "en-US": { "role": { "documentation": "Reflects the percentage that revenues in the period from one or more significant customers is to net revenues, as defined by the entity, such as total net revenues, product line revenues, segment revenues. The risk is the materially adverse effects of loss of a significant customer.", "label": "Customer Concentration Risk [Member]", "terseLabel": "Customer Concentration Risk" } } }, "localname": "CustomerConcentrationRiskMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SegmentReportingNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DebtDisclosureAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Debt Disclosure [Abstract]" } } }, "localname": "DebtDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_DebtDisclosureTextBlock": { "auth_ref": [ "r229" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.", "label": "Debt Disclosure [Text Block]", "terseLabel": "Notes Payable, Net" } } }, "localname": "DebtDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/NotesPayableNet" ], "xbrltype": "textBlockItemType" }, "us-gaap_DebtInstrumentAxis": { "auth_ref": [ "r16", "r17", "r18", "r458", "r460", "r477" ], "lang": { "en-US": { "role": { "documentation": "Information by type of debt instrument, including, but not limited to, draws against credit facilities.", "label": "Debt Instrument [Axis]", "terseLabel": "Debt Instrument [Axis]" } } }, "localname": "DebtInstrumentAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails", "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesNarrativeDetails", "http://fivepoint.com/role/NotesPayableNetNarrativeDetails", "http://fivepoint.com/role/NotesPayableNetNotesPayableDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentBasisSpreadOnVariableRate1": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Percentage points added to the reference rate to compute the variable rate on the debt instrument.", "label": "Debt Instrument, Basis Spread on Variable Rate", "terseLabel": "Basis spread on variable rate (percent)" } } }, "localname": "DebtInstrumentBasisSpreadOnVariableRate1", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/NotesPayableNetNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentCarryingAmount": { "auth_ref": [ "r18", "r226", "r460", "r477" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount, before unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but is not limited to, notes payable, bonds payable, commercial loans, mortgage loans, convertible debt, subordinated debt and other types of debt.", "label": "Long-term Debt, Gross", "terseLabel": "Notes payable" } } }, "localname": "DebtInstrumentCarryingAmount", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/FinancialInstrumentsAndFairValueMeasurementsAndDisclosuresNarrativeDetails", "http://fivepoint.com/role/NotesPayableNetNotesPayableDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentFaceAmount": { "auth_ref": [ "r415", "r417" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Face (par) amount of debt instrument at time of issuance.", "label": "Debt Instrument, Face Amount", "verboseLabel": "Aggregate principal amount" } } }, "localname": "DebtInstrumentFaceAmount", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/NotesPayableNetNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentInterestRateDuringPeriod": { "auth_ref": [ "r35", "r415" ], "lang": { "en-US": { "role": { "documentation": "The average effective interest rate during the reporting period.", "label": "Debt Instrument, Interest Rate During Period", "terseLabel": "Interest rate during period (percent)" } } }, "localname": "DebtInstrumentInterestRateDuringPeriod", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/NotesPayableNetNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentInterestRateEffectivePercentage": { "auth_ref": [ "r35", "r228", "r415" ], "lang": { "en-US": { "role": { "documentation": "Effective interest rate for the funds borrowed under the debt agreement considering interest compounding and original issue discount or premium.", "label": "Debt Instrument, Interest Rate, Effective Percentage", "terseLabel": "Imputed interest rate" } } }, "localname": "DebtInstrumentInterestRateEffectivePercentage", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/NotesPayableNetNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentInterestRateStatedPercentage": { "auth_ref": [ "r35" ], "lang": { "en-US": { "role": { "documentation": "Contractual interest rate for funds borrowed, under the debt agreement.", "label": "Debt Instrument, Interest Rate, Stated Percentage", "terseLabel": "Interest rate (percent)" } } }, "localname": "DebtInstrumentInterestRateStatedPercentage", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/NotesPayableNetNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Debt Instrument [Line Items]", "terseLabel": "Debt Instrument [Line Items]" } } }, "localname": "DebtInstrumentLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/NotesPayableNetNarrativeDetails", "http://fivepoint.com/role/NotesPayableNetNotesPayableDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentNameDomain": { "auth_ref": [ "r36" ], "lang": { "en-US": { "role": { "documentation": "The name for the particular debt instrument or borrowing that distinguishes it from other debt instruments or borrowings, including draws against credit facilities.", "label": "Debt Instrument, Name [Domain]", "terseLabel": "Debt Instrument, Name [Domain]" } } }, "localname": "DebtInstrumentNameDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails", "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesNarrativeDetails", "http://fivepoint.com/role/NotesPayableNetNarrativeDetails", "http://fivepoint.com/role/NotesPayableNetNotesPayableDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DebtInstrumentPeriodicPaymentPrincipal": { "auth_ref": [ "r36" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of the required periodic payments applied to principal.", "label": "Debt Instrument, Periodic Payment, Principal", "terseLabel": "Principal payment" } } }, "localname": "DebtInstrumentPeriodicPaymentPrincipal", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/NotesPayableNetNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentRedemptionPeriodAxis": { "auth_ref": [ "r473" ], "lang": { "en-US": { "role": { "documentation": "Information about timing of debt redemption features under terms of the debt agreement.", "label": "Debt Instrument, Redemption, Period [Axis]", "terseLabel": "Debt Instrument, Redemption, Period [Axis]" } } }, "localname": "DebtInstrumentRedemptionPeriodAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/NotesPayableNetNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentRedemptionPeriodDomain": { "auth_ref": [ "r473" ], "lang": { "en-US": { "role": { "documentation": "Period as defined under terms of the debt agreement for debt redemption features.", "label": "Debt Instrument, Redemption, Period [Domain]", "terseLabel": "Debt Instrument, Redemption, Period [Domain]" } } }, "localname": "DebtInstrumentRedemptionPeriodDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/NotesPayableNetNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DebtInstrumentRedemptionPeriodOneMember": { "auth_ref": [ "r473" ], "lang": { "en-US": { "role": { "documentation": "Period one representing most current period of debt redemption features under terms of the debt agreement.", "label": "Debt Instrument, Redemption, Period One [Member]", "terseLabel": "Debt Instrument, Redemption, Period One" } } }, "localname": "DebtInstrumentRedemptionPeriodOneMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/NotesPayableNetNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DebtInstrumentRedemptionPricePercentage": { "auth_ref": [ "r473" ], "lang": { "en-US": { "role": { "documentation": "Percentage price of original principal amount of debt at which debt can be redeemed by the issuer.", "label": "Debt Instrument, Redemption Price, Percentage", "terseLabel": "Redemption price (percent)" } } }, "localname": "DebtInstrumentRedemptionPricePercentage", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/NotesPayableNetNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentRedemptionPricePercentageOfPrincipalAmountRedeemed": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Percentage of principal amount of debt redeemed.", "label": "Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed", "terseLabel": "Percentage of aggregate principal redeemed (up to)" } } }, "localname": "DebtInstrumentRedemptionPricePercentageOfPrincipalAmountRedeemed", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/NotesPayableNetNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentTable": { "auth_ref": [ "r36", "r110", "r234", "r237", "r238", "r239", "r414", "r415", "r417", "r474" ], "lang": { "en-US": { "role": { "documentation": "A table or schedule providing information pertaining to long-term debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer.", "label": "Schedule of Long-term Debt Instruments [Table]", "terseLabel": "Schedule of Long-term Debt Instruments [Table]" } } }, "localname": "DebtInstrumentTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/NotesPayableNetNarrativeDetails", "http://fivepoint.com/role/NotesPayableNetNotesPayableDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentUnamortizedDiscount": { "auth_ref": [ "r414", "r417" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount, after accumulated amortization, of debt discount.", "label": "Debt Instrument, Unamortized Discount", "negatedTerseLabel": "Unamortized debt issuance costs and discount" } } }, "localname": "DebtInstrumentUnamortizedDiscount", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/NotesPayableNetNotesPayableDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredChargesPolicyTextBlock": { "auth_ref": [ "r31", "r102" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for deferral and amortization of significant deferred charges.", "label": "Deferred Charges, Policy [Policy Text Block]", "terseLabel": "Offering Costs" } } }, "localname": "DeferredChargesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_DeferredFederalIncomeTaxExpenseBenefit": { "auth_ref": [ "r106", "r338", "r341" ], "calculation": { "http://fivepoint.com/role/IncomeTaxesScheduleOfIncomeTaxesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of deferred federal income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Federal Income Tax Expense (Benefit)", "negatedTerseLabel": "Federal" } } }, "localname": "DeferredFederalIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IncomeTaxesScheduleOfIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxExpenseBenefit": { "auth_ref": [ "r91", "r106", "r338", "r341" ], "calculation": { "http://fivepoint.com/role/IncomeTaxesScheduleOfIncomeTaxesDetails": { "order": 1.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of deferred income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Income Tax Expense (Benefit)", "negatedTotalLabel": "Total deferred income tax benefit (expense)" } } }, "localname": "DeferredIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IncomeTaxesScheduleOfIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxExpenseBenefitContinuingOperationsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract]", "terseLabel": "Deferred income tax (expense) benefit:" } } }, "localname": "DeferredIncomeTaxExpenseBenefitContinuingOperationsAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IncomeTaxesScheduleOfIncomeTaxesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DeferredIncomeTaxLiabilitiesNet": { "auth_ref": [ "r324", "r331" ], "calculation": { "http://fivepoint.com/role/ConsolidatedBalanceSheets": { "order": 5.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount, after deferred tax asset, of deferred tax liability attributable to taxable differences with jurisdictional netting.", "label": "Deferred Income Tax Liabilities, Net", "terseLabel": "Deferred income tax liability, net" } } }, "localname": "DeferredIncomeTaxLiabilitiesNet", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredOfferingCosts": { "auth_ref": [ "r42", "r196" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Specific incremental costs directly attributable to a proposed or actual offering of securities which are deferred at the end of the reporting period.", "label": "Deferred Offering Costs", "terseLabel": "Deferred equity offering costs" } } }, "localname": "DeferredOfferingCosts", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredStateAndLocalIncomeTaxExpenseBenefit": { "auth_ref": [ "r106", "r338", "r341" ], "calculation": { "http://fivepoint.com/role/IncomeTaxesScheduleOfIncomeTaxesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of deferred state and local tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred State and Local Income Tax Expense (Benefit)", "negatedTerseLabel": "State" } } }, "localname": "DeferredStateAndLocalIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IncomeTaxesScheduleOfIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetDomain": { "auth_ref": [ "r330" ], "lang": { "en-US": { "role": { "documentation": "Identification of the deferred tax asset for which a valuation reserve exists.", "label": "Deferred Tax Asset [Domain]", "terseLabel": "Deferred Tax Asset [Domain]" } } }, "localname": "DeferredTaxAssetDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DeferredTaxAssetsNet": { "auth_ref": [ "r329" ], "calculation": { "http://fivepoint.com/role/IncomeTaxesScheduleOfDeferredTaxAssetsAndLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxLiabilities", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount after allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.", "label": "Deferred Tax Assets, Net of Valuation Allowance", "totalLabel": "Total deferred tax assets" } } }, "localname": "DeferredTaxAssetsNet", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IncomeTaxesScheduleOfDeferredTaxAssetsAndLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOperatingLossCarryforwards": { "auth_ref": [ "r319", "r335", "r336" ], "calculation": { "http://fivepoint.com/role/IncomeTaxesScheduleOfDeferredTaxAssetsAndLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards.", "label": "Deferred Tax Assets, Operating Loss Carryforwards", "terseLabel": "Net operating loss carryforward" } } }, "localname": "DeferredTaxAssetsOperatingLossCarryforwards", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IncomeTaxesScheduleOfDeferredTaxAssetsAndLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOther": { "auth_ref": [ "r320", "r335", "r336" ], "calculation": { "http://fivepoint.com/role/IncomeTaxesScheduleOfDeferredTaxAssetsAndLiabilitiesDetails": { "order": 3.0, "parentTag": "us-gaap_DeferredTaxAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount, before allocation of valuation allowance, of deferred tax asset attributable to deductible temporary differences, classified as other.", "label": "Deferred Tax Assets, Other", "terseLabel": "Other" } } }, "localname": "DeferredTaxAssetsOther", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IncomeTaxesScheduleOfDeferredTaxAssetsAndLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r330" ], "calculation": { "http://fivepoint.com/role/IncomeTaxesScheduleOfDeferredTaxAssetsAndLiabilitiesDetails": { "order": 4.0, "parentTag": "us-gaap_DeferredTaxAssetsNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized.", "label": "Deferred Tax Assets, Valuation Allowance", "negatedTerseLabel": "Valuation allowance" } } }, "localname": "DeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IncomeTaxesScheduleOfDeferredTaxAssetsAndLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilities": { "auth_ref": [ "r324", "r331" ], "calculation": { "http://fivepoint.com/role/IncomeTaxesScheduleOfDeferredTaxAssetsAndLiabilitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount, after deferred tax asset, of deferred tax liability attributable to taxable differences without jurisdictional netting.", "label": "Deferred Tax Liabilities, Net", "negatedTotalLabel": "Deferred tax liability, net" } } }, "localname": "DeferredTaxLiabilities", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IncomeTaxesScheduleOfDeferredTaxAssetsAndLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesInvestmentInNoncontrolledAffiliates": { "auth_ref": [ "r320", "r335", "r336" ], "calculation": { "http://fivepoint.com/role/IncomeTaxesScheduleOfDeferredTaxAssetsAndLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from investments in unconsolidated subsidiaries and investments in other affiliates which are not controlled nor consolidated.", "label": "Deferred Tax Liabilities, Investment in Noncontrolled Affiliates", "negatedTerseLabel": "Deferred tax liabilities-investments in subsidiaries" } } }, "localname": "DeferredTaxLiabilitiesInvestmentInNoncontrolledAffiliates", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IncomeTaxesScheduleOfDeferredTaxAssetsAndLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanAccumulatedOtherComprehensiveIncomeNetGainsLossesAfterTax": { "auth_ref": [ "r49", "r280" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount, after tax, of accumulated other comprehensive income (loss) for gain (loss) of defined benefit plan, that has not been recognized in net periodic benefit (cost) credit.", "label": "Accumulated Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss), after Tax", "negatedTerseLabel": "Unamortized defined benefit pension plan net actuarial losses" } } }, "localname": "DefinedBenefitPlanAccumulatedOtherComprehensiveIncomeNetGainsLossesAfterTax", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AccumulatedOtherComprehensiveLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanAccumulatedOtherComprehensiveIncomeNetGainsLossesBeforeTax": { "auth_ref": [ "r49", "r280" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount, before tax, of accumulated other comprehensive income (loss) for gain (loss) of defined benefit plan, that has not been recognized in net periodic benefit (cost) credit.", "label": "Defined Benefit Plan, Accumulated Other Comprehensive Income (Loss), Gain (Loss), before Tax", "terseLabel": "Amounts recognized in accumulated other comprehensive loss\u2014net actuarial loss" } } }, "localname": "DefinedBenefitPlanAccumulatedOtherComprehensiveIncomeNetGainsLossesBeforeTax", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansChangeInBenefitObligationAndPlanAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanActualReturnOnPlanAssets": { "auth_ref": [ "r265", "r294" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of increase (decrease) in plan assets of defined benefit plan from actual return (loss) determined by change in fair value of plan assets adjusted for contributions, benefit payments, and other expenses.", "label": "Defined Benefit Plan, Plan Assets, Increase (Decrease) for Actual Return (Loss)", "terseLabel": "Actual (loss) gain on plan assets" } } }, "localname": "DefinedBenefitPlanActualReturnOnPlanAssets", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansChangeInBenefitObligationAndPlanAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanActuarialGainLoss": { "auth_ref": [ "r262" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of gain (loss) from change in actuarial assumptions which (increases) decreases benefit obligation of defined benefit plan. Assumptions include, but are not limited to, interest, mortality, employee turnover, salary, and temporary deviation from substantive plan.", "label": "Defined Benefit Plan, Benefit Obligation, Actuarial Gain (Loss)", "terseLabel": "Actuarial (gain) loss" } } }, "localname": "DefinedBenefitPlanActuarialGainLoss", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansChangeInBenefitObligationAndPlanAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanAmortizationOfGainsLosses": { "auth_ref": [ "r277", "r292", "r294" ], "calculation": { "http://fivepoint.com/role/EmployeeBenefitPlansNetPeriodicBenefitCostDetails": { "order": 2.0, "parentTag": "us-gaap_DefinedBenefitPlanNetPeriodicBenefitCost", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of gain (loss) recognized in net periodic benefit (cost) credit of defined benefit plan.", "label": "Defined Benefit Plan, Amortization of Gain (Loss)", "negatedTerseLabel": "Amortization of net actuarial loss" } } }, "localname": "DefinedBenefitPlanAmortizationOfGainsLosses", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansNetPeriodicBenefitCostDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanAmountsRecognizedInOtherComprehensiveIncomeAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss) [Abstract]", "terseLabel": "Adjustment to accumulated other comprehensive loss:" } } }, "localname": "DefinedBenefitPlanAmountsRecognizedInOtherComprehensiveIncomeAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansNetPeriodicBenefitCostDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanAssumptionsUsedCalculatingBenefitObligationDiscountRate": { "auth_ref": [ "r282" ], "lang": { "en-US": { "role": { "documentation": "Weighted average rate for present value of future retirement benefits cash flows, used to determine benefit obligation of defined benefit plan.", "label": "Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate", "terseLabel": "Discount rate to determine benefit obligation (percent)" } } }, "localname": "DefinedBenefitPlanAssumptionsUsedCalculatingBenefitObligationDiscountRate", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansWeightedAverageAssumptionsDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostDiscountRate": { "auth_ref": [ "r282" ], "lang": { "en-US": { "role": { "documentation": "Weighted average rate for present value of future retirement benefits cash flows, used to determine net periodic benefit cost of defined benefit plan.", "label": "Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate", "terseLabel": "Discount rate to determine net periodic expense (percent)" } } }, "localname": "DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostDiscountRate", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansWeightedAverageAssumptionsDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostExpectedLongTermReturnOnAssets": { "auth_ref": [ "r283" ], "lang": { "en-US": { "role": { "documentation": "Weighted average rate of return on plan assets, reflecting average rate of earnings expected on existing plan assets and expected contributions, used to determine net periodic benefit cost of defined benefit plan.", "label": "Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Rate of Return on Plan Assets", "terseLabel": "Expected long-term return on plan assets (rate)" } } }, "localname": "DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostExpectedLongTermReturnOnAssets", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansWeightedAverageAssumptionsDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DefinedBenefitPlanBenefitObligation": { "auth_ref": [ "r260" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of actuarial present value of benefits attributed to service rendered by employee for defined benefit plan.", "label": "Defined Benefit Plan, Benefit Obligation", "periodEndLabel": "Projected benefit obligation\u2014end of year", "periodStartLabel": "Projected benefit obligation\u2014beginning of year" } } }, "localname": "DefinedBenefitPlanBenefitObligation", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansChangeInBenefitObligationAndPlanAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanBenefitObligationBenefitsPaid": { "auth_ref": [ "r263", "r296" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of payment to participant of defined benefit plan which decreases benefit obligation. For pension plan, payment includes, but is not limited to, pension benefits and death benefits. For other postretirement plan, payment includes, but is not limited to, prescription drug benefits, health care benefits, life insurance benefits, and legal, educational and advisory services.", "label": "Defined Benefit Plan, Benefit Obligation, Benefits Paid", "negatedTerseLabel": "Benefits paid" } } }, "localname": "DefinedBenefitPlanBenefitObligationBenefitsPaid", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansChangeInBenefitObligationAndPlanAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanByPlanAssetCategoriesAxis": { "auth_ref": [ "r271", "r272", "r284", "r294" ], "lang": { "en-US": { "role": { "documentation": "Information by defined benefit plan asset investment.", "label": "Defined Benefit Plan, Plan Assets, Category [Axis]", "terseLabel": "Defined Benefit Plan, Plan Assets, Category [Axis]" } } }, "localname": "DefinedBenefitPlanByPlanAssetCategoriesAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansFairValueOfPlanAssetsByFundTypeDetails", "http://fivepoint.com/role/EmployeeBenefitPlansNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanChangeInBenefitObligationRollForward": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]", "terseLabel": "Change in benefit obligation:" } } }, "localname": "DefinedBenefitPlanChangeInBenefitObligationRollForward", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansChangeInBenefitObligationAndPlanAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanChangeInFairValueOfPlanAssetsRollForward": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]", "terseLabel": "Change in plan assets:" } } }, "localname": "DefinedBenefitPlanChangeInFairValueOfPlanAssetsRollForward", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansChangeInBenefitObligationAndPlanAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanContributionsByEmployer": { "auth_ref": [ "r266", "r271", "r272", "r293", "r294" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of contribution received by defined benefit plan from employer which increases plan assets.", "label": "Defined Benefit Plan, Plan Assets, Contributions by Employer", "terseLabel": "Employer contributions" } } }, "localname": "DefinedBenefitPlanContributionsByEmployer", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansChangeInBenefitObligationAndPlanAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanDisclosureLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Defined Benefit Plan Disclosure [Line Items]", "terseLabel": "Defined Benefit Plan Disclosure [Line Items]" } } }, "localname": "DefinedBenefitPlanDisclosureLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansChangeInBenefitObligationAndPlanAssetsDetails", "http://fivepoint.com/role/EmployeeBenefitPlansExpectedFutureBenefitPaymentsDetails", "http://fivepoint.com/role/EmployeeBenefitPlansFairValueOfPlanAssetsByFundTypeDetails", "http://fivepoint.com/role/EmployeeBenefitPlansNarrativeDetails", "http://fivepoint.com/role/EmployeeBenefitPlansNetPeriodicBenefitCostDetails", "http://fivepoint.com/role/EmployeeBenefitPlansWeightedAverageAssumptionsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanEquitySecuritiesLargeCapMember": { "auth_ref": [ "r271" ], "lang": { "en-US": { "role": { "documentation": "Security representing ownership in corporation or other legal entity, classified as having large market capitalization, for which ownership is represented by share of stock; in which defined benefit plan asset is invested. Includes, but is not limited to, common stock, preferred stock, convertible security, stock right and stock warrant.", "label": "Defined Benefit Plan, Equity Securities, Large Cap [Member]", "terseLabel": "Large cap" } } }, "localname": "DefinedBenefitPlanEquitySecuritiesLargeCapMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansFairValueOfPlanAssetsByFundTypeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DefinedBenefitPlanEquitySecuritiesMidCapMember": { "auth_ref": [ "r271" ], "lang": { "en-US": { "role": { "documentation": "Security representing ownership in corporation or other legal entity, classified as having medium market capitalization, for which ownership is represented by share of stock; in which defined benefit plan asset is invested. Includes, but is not limited to, common stock, preferred stock, convertible security, stock right and stock warrant.", "label": "Defined Benefit Plan, Equity Securities, Mid Cap [Member]", "terseLabel": "Mid cap" } } }, "localname": "DefinedBenefitPlanEquitySecuritiesMidCapMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansFairValueOfPlanAssetsByFundTypeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DefinedBenefitPlanEquitySecuritiesNonUsMember": { "auth_ref": [ "r271", "r272", "r294" ], "lang": { "en-US": { "role": { "documentation": "Security representing ownership in corporation or other legal entity, not domiciled in United States of America (US), for which ownership is represented by share of stock; in which defined benefit plan asset is invested. Includes, but is not limited to, common stock, preferred stock, convertible security, stock right and stock warrant.", "label": "Defined Benefit Plan, Equity Securities, Non-US [Member]", "terseLabel": "International" } } }, "localname": "DefinedBenefitPlanEquitySecuritiesNonUsMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansFairValueOfPlanAssetsByFundTypeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DefinedBenefitPlanEquitySecuritiesSmallCapMember": { "auth_ref": [ "r271" ], "lang": { "en-US": { "role": { "documentation": "Security representing ownership in corporation or other legal entity, classified as having small market capitalization, for which ownership is represented by share of stock; in which defined benefit plan asset is invested. Includes, but is not limited to, common stock, preferred stock, convertible security, stock right and stock warrant.", "label": "Defined Benefit Plan, Equity Securities, Small Cap [Member]", "terseLabel": "Small cap" } } }, "localname": "DefinedBenefitPlanEquitySecuritiesSmallCapMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansFairValueOfPlanAssetsByFundTypeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DefinedBenefitPlanEstimatedFutureBenefitPaymentsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Defined Benefit Plan, Expected Future Benefit Payment [Abstract]", "terseLabel": "Defined Benefit Plan, Expected Future Benefit Payment [Abstract]" } } }, "localname": "DefinedBenefitPlanEstimatedFutureBenefitPaymentsAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansExpectedFutureBenefitPaymentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanExpectedFutureBenefitPaymentsFiveFiscalYearsThereafter": { "auth_ref": [ "r273" ], "calculation": { "http://fivepoint.com/role/EmployeeBenefitPlansExpectedFutureBenefitPaymentsDetails": { "order": 6.0, "parentTag": "fph_DefinedBenefitPlanExpectedFutureBenefitPayments", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of benefits for defined benefit plan expected to be paid in five fiscal years after fifth fiscal year following latest fiscal year.", "label": "Defined Benefit Plan, Expected Future Benefit Payment, Five Fiscal Years Thereafter", "verboseLabel": "2024-2028" } } }, "localname": "DefinedBenefitPlanExpectedFutureBenefitPaymentsFiveFiscalYearsThereafter", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansExpectedFutureBenefitPaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanExpectedFutureBenefitPaymentsNextTwelveMonths": { "auth_ref": [ "r273" ], "calculation": { "http://fivepoint.com/role/EmployeeBenefitPlansExpectedFutureBenefitPaymentsDetails": { "order": 1.0, "parentTag": "fph_DefinedBenefitPlanExpectedFutureBenefitPayments", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of benefits for defined benefit plan expected to be paid in next fiscal year following latest fiscal year.", "label": "Defined Benefit Plan, Expected Future Benefit Payment, Next Twelve Months", "terseLabel": "2019" } } }, "localname": "DefinedBenefitPlanExpectedFutureBenefitPaymentsNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansExpectedFutureBenefitPaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanExpectedFutureBenefitPaymentsYearFive": { "auth_ref": [ "r273" ], "calculation": { "http://fivepoint.com/role/EmployeeBenefitPlansExpectedFutureBenefitPaymentsDetails": { "order": 5.0, "parentTag": "fph_DefinedBenefitPlanExpectedFutureBenefitPayments", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of benefits for defined benefit plan expected to be paid in fifth fiscal year following latest fiscal year.", "label": "Defined Benefit Plan, Expected Future Benefit Payment, Year Five", "terseLabel": "2023" } } }, "localname": "DefinedBenefitPlanExpectedFutureBenefitPaymentsYearFive", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansExpectedFutureBenefitPaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanExpectedFutureBenefitPaymentsYearFour": { "auth_ref": [ "r273" ], "calculation": { "http://fivepoint.com/role/EmployeeBenefitPlansExpectedFutureBenefitPaymentsDetails": { "order": 4.0, "parentTag": "fph_DefinedBenefitPlanExpectedFutureBenefitPayments", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of benefits for defined benefit plan expected to be paid in fourth fiscal year following latest fiscal year.", "label": "Defined Benefit Plan, Expected Future Benefit Payment, Year Four", "terseLabel": "2022" } } }, "localname": "DefinedBenefitPlanExpectedFutureBenefitPaymentsYearFour", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansExpectedFutureBenefitPaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanExpectedFutureBenefitPaymentsYearThree": { "auth_ref": [ "r273" ], "calculation": { "http://fivepoint.com/role/EmployeeBenefitPlansExpectedFutureBenefitPaymentsDetails": { "order": 3.0, "parentTag": "fph_DefinedBenefitPlanExpectedFutureBenefitPayments", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of benefits for defined benefit plan expected to be paid in third fiscal year following latest fiscal year.", "label": "Defined Benefit Plan, Expected Future Benefit Payment, Year Three", "terseLabel": "2021" } } }, "localname": "DefinedBenefitPlanExpectedFutureBenefitPaymentsYearThree", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansExpectedFutureBenefitPaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanExpectedFutureBenefitPaymentsYearTwo": { "auth_ref": [ "r273" ], "calculation": { "http://fivepoint.com/role/EmployeeBenefitPlansExpectedFutureBenefitPaymentsDetails": { "order": 2.0, "parentTag": "fph_DefinedBenefitPlanExpectedFutureBenefitPayments", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of benefits for defined benefit plan expected to be paid in second fiscal year following latest fiscal year.", "label": "Defined Benefit Plan, Expected Future Benefit Payment, Year Two", "terseLabel": "2020" } } }, "localname": "DefinedBenefitPlanExpectedFutureBenefitPaymentsYearTwo", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansExpectedFutureBenefitPaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanExpectedReturnOnPlanAssets": { "auth_ref": [ "r276", "r291", "r294" ], "calculation": { "http://fivepoint.com/role/EmployeeBenefitPlansNetPeriodicBenefitCostDetails": { "order": 3.0, "parentTag": "us-gaap_DefinedBenefitPlanNetPeriodicBenefitCost", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of expected return (loss) recognized in net periodic benefit (cost) credit, calculated based on expected long-term rate of return and market-related value of plan assets of defined benefit plan.", "label": "Defined Benefit Plan, Expected Return (Loss) on Plan Assets", "negatedTerseLabel": "Expected return on plan assets" } } }, "localname": "DefinedBenefitPlanExpectedReturnOnPlanAssets", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansNetPeriodicBenefitCostDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanFairValueOfPlanAssets": { "auth_ref": [ "r264", "r271", "r272", "r294" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of asset segregated and restricted to provide benefit under defined benefit plan. Asset includes, but is not limited to, stock, bond, other investment, earning from investment, and contribution by employer and employee.", "label": "Defined Benefit Plan, Plan Assets, Amount", "periodEndLabel": "Fair value of plan assets\u2014end of year", "periodStartLabel": "Fair value of plan assets\u2014beginning of year", "terseLabel": "Fair value of plan assets" } } }, "localname": "DefinedBenefitPlanFairValueOfPlanAssets", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansChangeInBenefitObligationAndPlanAssetsDetails", "http://fivepoint.com/role/EmployeeBenefitPlansFairValueOfPlanAssetsByFundTypeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanFundedStatusOfPlan": { "auth_ref": [ "r259", "r268" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of funded (unfunded) status of defined benefit plan, measured as difference between fair value of plan assets and benefit obligation. Includes, but is not limited to, overfunded (underfunded) status.", "label": "Defined Benefit Plan, Funded (Unfunded) Status of Plan", "terseLabel": "Funded status" } } }, "localname": "DefinedBenefitPlanFundedStatusOfPlan", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansChangeInBenefitObligationAndPlanAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanFundedStatusOfPlanAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Defined Benefit Plan, Funded (Unfunded) Status of Plan [Abstract]", "terseLabel": "Funded status:" } } }, "localname": "DefinedBenefitPlanFundedStatusOfPlanAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansChangeInBenefitObligationAndPlanAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanInterestCost": { "auth_ref": [ "r261", "r275", "r290", "r294" ], "calculation": { "http://fivepoint.com/role/EmployeeBenefitPlansNetPeriodicBenefitCostDetails": { "order": 1.0, "parentTag": "us-gaap_DefinedBenefitPlanNetPeriodicBenefitCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of cost recognized for passage of time related to defined benefit plan.", "label": "Defined Benefit Plan, Interest Cost", "terseLabel": "Interest cost", "verboseLabel": "Interest cost" } } }, "localname": "DefinedBenefitPlanInterestCost", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansChangeInBenefitObligationAndPlanAssetsDetails", "http://fivepoint.com/role/EmployeeBenefitPlansNetPeriodicBenefitCostDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanNetPeriodicBenefitCost": { "auth_ref": [ "r274", "r289", "r294" ], "calculation": { "http://fivepoint.com/role/EmployeeBenefitPlansNetPeriodicBenefitCostDetails": { "order": 1.0, "parentTag": "us-gaap_AmountRecognizedInNetPeriodicBenefitCostAndOtherComprehensiveIncomeLossBeforeTax", "weight": 1.0 }, "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesMiscellaneousIncomeDetails": { "order": 3.0, "parentTag": "us-gaap_OtherNonoperatingIncome", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of net periodic benefit cost (credit) for defined benefit plan.", "label": "Defined Benefit Plan, Net Periodic Benefit Cost (Credit)", "negatedTerseLabel": "Net periodic pension benefit", "totalLabel": "Net periodic benefit" } } }, "localname": "DefinedBenefitPlanNetPeriodicBenefitCost", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansNetPeriodicBenefitCostDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesMiscellaneousIncomeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanNetPeriodicBenefitCostAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]", "terseLabel": "Net periodic benefit:" } } }, "localname": "DefinedBenefitPlanNetPeriodicBenefitCostAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansNetPeriodicBenefitCostDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanPlanAssetsBenefitsPaid": { "auth_ref": [ "r267", "r296" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of payment to participant under defined benefit plan which decreases plan assets. For pension plan, payment includes, but is not limited to, pension benefits and death benefits. For other postretirement plan, payment includes, but is not limited to, prescription drug benefits, health care benefits, life insurance benefits, and legal, educational and advisory services.", "label": "Defined Benefit Plan, Plan Assets, Benefits Paid", "negatedTerseLabel": "Benefits paid" } } }, "localname": "DefinedBenefitPlanPlanAssetsBenefitsPaid", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansChangeInBenefitObligationAndPlanAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanPlanAssetsTargetAllocationPercentage": { "auth_ref": [ "r270", "r294" ], "lang": { "en-US": { "role": { "documentation": "Percentage of target investment allocation to total plan assets. Includes, but is not limited to, percentage on weighted-average basis if more than one plan.", "label": "Defined Benefit Plan, Plan Assets, Target Allocation, Percentage", "terseLabel": "Asset allocation targets" } } }, "localname": "DefinedBenefitPlanPlanAssetsTargetAllocationPercentage", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DefinedContributionPlanEmployerDiscretionaryContributionAmount": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of discretionary contributions made by an employer to a defined contribution plan.", "label": "Defined Contribution Plan, Employer Discretionary Contribution Amount", "terseLabel": "Company's contributions to 401(k) plan" } } }, "localname": "DefinedContributionPlanEmployerDiscretionaryContributionAmount", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_Depreciation": { "auth_ref": [ "r91", "r207" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation.", "label": "Depreciation", "terseLabel": "Depreciation expense" } } }, "localname": "Depreciation", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/PropertiesAndEquipmentNetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DepreciationDepletionAndAmortization": { "auth_ref": [ "r91", "r162" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets.", "label": "Depreciation, Depletion and Amortization", "terseLabel": "Depreciation and amortization" } } }, "localname": "DepreciationDepletionAndAmortization", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_DifferenceBetweenRevenueGuidanceInEffectBeforeAndAfterTopic606Member": { "auth_ref": [ "r254" ], "lang": { "en-US": { "role": { "documentation": "Effect in current period from application of guidance for revenue from contract with customer compared with guidance for revenue recognition applicable prior to change when using transition method for cumulative effect in period including initial date of application.", "label": "Difference between Revenue Guidance in Effect before and after Topic 606 [Member]", "terseLabel": "Difference between Revenue Guidance in Effect before and after Topic 606" } } }, "localname": "DifferenceBetweenRevenueGuidanceInEffectBeforeAndAfterTopic606Member", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesCumulativeEffectFromAdoptionOfNewRevenueGuidanceDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesRecentlyIssuedAccountingPronouncementsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DisaggregationOfRevenueLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Disaggregation of Revenue [Line Items]", "terseLabel": "Disaggregation of Revenue [Line Items]" } } }, "localname": "DisaggregationOfRevenueLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RevenueDisaggregationOfRevenueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DisaggregationOfRevenueTable": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Disclosure of information about disaggregation of revenue into categories depicting how nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factor.", "label": "Disaggregation of Revenue [Table]", "terseLabel": "Disaggregation of Revenue [Table]" } } }, "localname": "DisaggregationOfRevenueTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RevenueDisaggregationOfRevenueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DisaggregationOfRevenueTableTextBlock": { "auth_ref": [ "r250" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of disaggregation of revenue into categories depicting how nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factor.", "label": "Disaggregation of Revenue [Table Text Block]", "terseLabel": "Schedule of Revenue Disaggregated by Source and Reporting Segment" } } }, "localname": "DisaggregationOfRevenueTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RevenueTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock": { "auth_ref": [ "r242", "r317" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.", "label": "Disclosure of Compensation Related Costs, Share-based Payments [Text Block]", "terseLabel": "Share-Based Compensation" } } }, "localname": "DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ShareBasedCompensation" ], "xbrltype": "textBlockItemType" }, "us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Disclosure of Compensation Related Costs, Share-based Payments [Abstract]" } } }, "localname": "DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_DisposalGroupIncludingDiscontinuedOperationOtherAssets": { "auth_ref": [ "r0", "r1", "r3", "r212" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount classified as other assets attributable to disposal group held for sale or disposed of.", "label": "Disposal Group, Including Discontinued Operation, Other Assets", "terseLabel": "Assets held for sale, other assets" } } }, "localname": "DisposalGroupIncludingDiscontinuedOperationOtherAssets", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DisposalGroupIncludingDiscontinuedOperationOtherLiabilities": { "auth_ref": [ "r0", "r1", "r3", "r212" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount classified as other liabilities attributable to disposal group held for sale or disposed of.", "label": "Disposal Group, Including Discontinued Operation, Other Liabilities", "terseLabel": "Liabilities related to assets held for sale, other liabilities" } } }, "localname": "DisposalGroupIncludingDiscontinuedOperationOtherLiabilities", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DisposalGroupIncludingDiscontinuedOperationPropertyPlantAndEquipment": { "auth_ref": [ "r0", "r1", "r3", "r212" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount classified as property, plant and equipment attributable to disposal group held for sale or disposed of.", "label": "Disposal Group, Including Discontinued Operation, Property, Plant and Equipment", "terseLabel": "Assets held for sale, property and equipment" } } }, "localname": "DisposalGroupIncludingDiscontinuedOperationPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DueFromRelatedParties": { "auth_ref": [ "r112", "r430", "r463", "r490" ], "calculation": { "http://fivepoint.com/role/ConsolidatedBalanceSheets": { "order": 8.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "For an unclassified balance sheet, amounts due from related parties including affiliates, employees, joint ventures, officers and stockholders, immediate families thereof, and pension funds.", "label": "Due from Related Parties", "terseLabel": "RELATED PARTY ASSETS", "verboseLabel": "Related party assets" } } }, "localname": "DueFromRelatedParties", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedBalanceSheets", "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails", "http://fivepoint.com/role/RelatedPartyTransactionsRelatedPartyAssetsAndLiabilitiesDetails", "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesCumulativeEffectFromAdoptionOfNewRevenueGuidanceDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DueToRelatedPartiesCurrentAndNoncurrent": { "auth_ref": [ "r112", "r430", "r464", "r489" ], "calculation": { "http://fivepoint.com/role/ConsolidatedBalanceSheets": { "order": 4.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Carrying amount as of the balance sheet date of obligations due all related parties.", "label": "Due to Related Parties", "terseLabel": "Related party liabilities" } } }, "localname": "DueToRelatedPartiesCurrentAndNoncurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedBalanceSheets", "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails", "http://fivepoint.com/role/RelatedPartyTransactionsRelatedPartyAssetsAndLiabilitiesDetails", "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesCumulativeEffectFromAdoptionOfNewRevenueGuidanceDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EarningsPerShareAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Earnings Per Share [Abstract]", "terseLabel": "NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE/UNIT" } } }, "localname": "EarningsPerShareAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfOperations" ], "xbrltype": "stringItemType" }, "us-gaap_EarningsPerShareBasic": { "auth_ref": [ "r64", "r119", "r128", "r132", "r133", "r134", "r137", "r470", "r493" ], "lang": { "en-US": { "role": { "documentation": "The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.", "label": "Earnings Per Share, Basic", "terseLabel": "Basic (in dollars per share)" } } }, "localname": "EarningsPerShareBasic", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfOperations", "http://fivepoint.com/role/EarningsPerShareScheduleOfEarningsPerShareDetails", "http://fivepoint.com/role/QuarterlyFinancialInformationUnauditedDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerShareBasicAndDiluted": { "auth_ref": [ "r133" ], "lang": { "en-US": { "role": { "documentation": "The amount of net income or loss for the period per each share in instances when basic and diluted earnings per share are the same amount and reported as a single line item on the face of the financial statements. Basic earnings per share is the amount of net income or loss for the period per each share of common stock or unit outstanding during the reporting period. Diluted earnings per share includes the amount of net income or loss for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.", "label": "Earnings Per Share, Basic and Diluted", "verboseLabel": "Basic and diluted (in dollars per share)" } } }, "localname": "EarningsPerShareBasicAndDiluted", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfOperations", "http://fivepoint.com/role/QuarterlyFinancialInformationUnauditedDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerShareBasicAndDilutedAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Earnings Per Share, Basic and Diluted [Abstract]", "terseLabel": "NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY PER CLASS B SHARE/UNIT" } } }, "localname": "EarningsPerShareBasicAndDilutedAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfOperations" ], "xbrltype": "stringItemType" }, "us-gaap_EarningsPerShareBasicOtherDisclosuresAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Earnings Per Share, Basic, Other Disclosures [Abstract]", "terseLabel": "WEIGHTED AVERAGE CLASS A SHARES/UNITS OUTSTANDING" } } }, "localname": "EarningsPerShareBasicOtherDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfOperations" ], "xbrltype": "stringItemType" }, "us-gaap_EarningsPerShareDiluted": { "auth_ref": [ "r64", "r119", "r128", "r132", "r133", "r134", "r137", "r470", "r493" ], "lang": { "en-US": { "role": { "documentation": "The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.", "label": "Earnings Per Share, Diluted", "terseLabel": "Diluted (in dollars per share)" } } }, "localname": "EarningsPerShareDiluted", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfOperations", "http://fivepoint.com/role/EarningsPerShareScheduleOfEarningsPerShareDetails", "http://fivepoint.com/role/QuarterlyFinancialInformationUnauditedDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerShareDilutedLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]", "terseLabel": "Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]" } } }, "localname": "EarningsPerShareDilutedLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/QuarterlyFinancialInformationUnauditedDetails" ], "xbrltype": "stringItemType" }, "us-gaap_EarningsPerShareDilutedOtherDisclosuresAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Earnings Per Share, Diluted, Other Disclosures [Abstract]", "terseLabel": "Denominator:" } } }, "localname": "EarningsPerShareDilutedOtherDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EarningsPerShareScheduleOfEarningsPerShareDetails" ], "xbrltype": "stringItemType" }, "us-gaap_EarningsPerShareTextBlock": { "auth_ref": [ "r138" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for earnings per share.", "label": "Earnings Per Share [Text Block]", "terseLabel": "Earnings Per Share" } } }, "localname": "EarningsPerShareTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EarningsPerShare" ], "xbrltype": "textBlockItemType" }, "us-gaap_EffectiveIncomeTaxRateContinuingOperations": { "auth_ref": [ "r111", "r325", "r326" ], "calculation": { "http://fivepoint.com/role/IncomeTaxesReconciliationOfStatutoryRateAndEffectiveRateDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "lang": { "en-US": { "role": { "documentation": "Percentage of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.", "label": "Effective Income Tax Rate Reconciliation, Percent", "totalLabel": "Effective rate" } } }, "localname": "EffectiveIncomeTaxRateContinuingOperations", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IncomeTaxesReconciliationOfStatutoryRateAndEffectiveRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateContinuingOperationsTaxRateReconciliationAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Effective Income Tax Rate Reconciliation, Percent [Abstract]", "terseLabel": "Effective Income Tax Rate Reconciliation, Percent [Abstract]" } } }, "localname": "EffectiveIncomeTaxRateContinuingOperationsTaxRateReconciliationAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IncomeTaxesReconciliationOfStatutoryRateAndEffectiveRateDetails" ], "xbrltype": "stringItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate": { "auth_ref": [ "r325", "r326", "r340" ], "calculation": { "http://fivepoint.com/role/IncomeTaxesReconciliationOfStatutoryRateAndEffectiveRateDetails": { "order": 1.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-US": { "role": { "documentation": "Percentage of domestic federal statutory tax rate applicable to pretax income (loss).", "label": "Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent", "terseLabel": "Statutory rate" } } }, "localname": "EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IncomeTaxesReconciliationOfStatutoryRateAndEffectiveRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r325", "r326", "r340" ], "calculation": { "http://fivepoint.com/role/IncomeTaxesReconciliationOfStatutoryRateAndEffectiveRateDetails": { "order": 7.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-US": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to changes in the valuation allowance for deferred tax assets.", "label": "Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent", "terseLabel": "Deferred tax asset valuation allowance" } } }, "localname": "EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IncomeTaxesReconciliationOfStatutoryRateAndEffectiveRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationChangeInEnactedTaxRate": { "auth_ref": [ "r325", "r326", "r340" ], "calculation": { "http://fivepoint.com/role/IncomeTaxesReconciliationOfStatutoryRateAndEffectiveRateDetails": { "order": 6.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-US": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to changes in the income tax rates.", "label": "Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent", "terseLabel": "Statutory federal tax rate change" } } }, "localname": "EffectiveIncomeTaxRateReconciliationChangeInEnactedTaxRate", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IncomeTaxesReconciliationOfStatutoryRateAndEffectiveRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationMinorityInterestIncomeExpense": { "auth_ref": [ "r325", "r326", "r340" ], "calculation": { "http://fivepoint.com/role/IncomeTaxesReconciliationOfStatutoryRateAndEffectiveRateDetails": { "order": 4.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": -1.0 } }, "lang": { "en-US": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to noncontrolling interest income (loss) exempt from income taxes.", "label": "Effective Income Tax Rate Reconciliation, Noncontrolling Interest Income (Loss), Percent", "negatedTerseLabel": "Noncontrolling interests" } } }, "localname": "EffectiveIncomeTaxRateReconciliationMinorityInterestIncomeExpense", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IncomeTaxesReconciliationOfStatutoryRateAndEffectiveRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationOtherAdjustments": { "auth_ref": [ "r325", "r326", "r340" ], "calculation": { "http://fivepoint.com/role/IncomeTaxesReconciliationOfStatutoryRateAndEffectiveRateDetails": { "order": 5.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-US": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to other adjustments.", "label": "Effective Income Tax Rate Reconciliation, Other Adjustments, Percent", "terseLabel": "Other" } } }, "localname": "EffectiveIncomeTaxRateReconciliationOtherAdjustments", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IncomeTaxesReconciliationOfStatutoryRateAndEffectiveRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes": { "auth_ref": [ "r325", "r326", "r340" ], "calculation": { "http://fivepoint.com/role/IncomeTaxesReconciliationOfStatutoryRateAndEffectiveRateDetails": { "order": 2.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-US": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations applicable to state and local income tax expense (benefit), net of federal tax expense (benefit).", "label": "Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent", "terseLabel": "State income taxes-net of federal income tax benefit" } } }, "localname": "EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IncomeTaxesReconciliationOfStatutoryRateAndEffectiveRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1": { "auth_ref": [ "r313" ], "lang": { "en-US": { "role": { "documentation": "Weighted average period over which unrecognized compensation is expected to be recognized for equity-based compensation plans, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition", "terseLabel": "Period for recognition" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ShareBasedCompensationDetails" ], "xbrltype": "durationItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedShareBasedAwardsOtherThanOptions": { "auth_ref": [ "r313" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Unrecognized cost of unvested share-based awards, other than options, awarded to employees as compensation.", "label": "Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options", "terseLabel": "Share-based compensation expense included in selling, general, and administrative expenses" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedShareBasedAwardsOtherThanOptions", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ShareBasedCompensationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EquipmentMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Tangible personal property used to produce goods and services.", "label": "Equipment [Member]", "terseLabel": "Equipment" } } }, "localname": "EquipmentMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesPropertiesAndEquipmentDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EquityAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Equity [Abstract]" } } }, "localname": "EquityAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_EquityComponentDomain": { "auth_ref": [ "r233" ], "lang": { "en-US": { "role": { "documentation": "Components of equity are the parts of the total Equity balance including that which is allocated to common, preferred, treasury stock, retained earnings, etc.", "label": "Equity Component [Domain]", "terseLabel": "Equity Component [Domain]" } } }, "localname": "EquityComponentDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AccumulatedOtherComprehensiveLossDetails", "http://fivepoint.com/role/ConsolidatedStatementsOfCapital", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesRecentlyIssuedAccountingPronouncementsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EquityFundsMember": { "auth_ref": [ "r271" ], "lang": { "en-US": { "role": { "documentation": "An investment that pools funds from many investors to invest in a combination of underlying investments, primarily equity investments.", "label": "Equity Funds [Member]", "terseLabel": "Equity Investments" } } }, "localname": "EquityFundsMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EquityMethodInvesteeMember": { "auth_ref": [ "r181", "r443", "r445", "r447", "r449", "r451", "r453" ], "lang": { "en-US": { "role": { "documentation": "An entity that issued voting stock held by an investor and that is accounted for under the equity method of accounting by the investor.", "label": "Equity Method Investee [Member]", "terseLabel": "Equity Method Investee" } } }, "localname": "EquityMethodInvesteeMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EquityMethodInvestmentDifferenceBetweenCarryingAmountAndUnderlyingEquity": { "auth_ref": [ "r186" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Difference between amount at which an investment accounted for under the equity method of accounting is carried (reported) on the balance sheet and amount of underlying equity in net assets the reporting Entity has in the investee.", "label": "Equity Method Investment, Difference Between Carrying Amount and Underlying Equity", "terseLabel": "Unamortized basis difference" } } }, "localname": "EquityMethodInvestmentDifferenceBetweenCarryingAmountAndUnderlyingEquity", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesNarrativeDetails", "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedBalanceSheetDataDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EquityMethodInvestmentDividendsOrDistributions": { "auth_ref": [ "r62", "r87", "r91", "r491" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of distribution received from equity method investee for return on investment, classified as operating activities. Excludes distribution for return of investment, classified as investing activities.", "label": "Proceeds from Equity Method Investment, Distribution", "terseLabel": "Distribution from Gateway Commercial Venture" } } }, "localname": "EquityMethodInvestmentDividendsOrDistributions", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows", "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EquityMethodInvestmentOwnershipPercentage": { "auth_ref": [ "r185" ], "lang": { "en-US": { "role": { "documentation": "The percentage of ownership of common stock or equity participation in the investee accounted for under the equity method of accounting.", "label": "Equity Method Investment, Ownership Percentage", "terseLabel": "Percentage of equity ownership" } } }, "localname": "EquityMethodInvestmentOwnershipPercentage", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails", "http://fivepoint.com/role/BusinessAndOrganizationDetails", "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesNarrativeDetails", "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails", "http://fivepoint.com/role/SegmentReportingNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EquityMethodInvestmentSummarizedFinancialInformationAssets": { "auth_ref": [ "r5", "r105", "r184", "r188", "r409" ], "calculation": { "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedBalanceSheetDataDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The amount of assets reported by an equity method investment of the entity.", "label": "Equity Method Investment, Summarized Financial Information, Assets", "totalLabel": "Total assets" } } }, "localname": "EquityMethodInvestmentSummarizedFinancialInformationAssets", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedBalanceSheetDataDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EquityMethodInvestmentSummarizedFinancialInformationAssetsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Equity Method Investment, Summarized Financial Information, Assets [Abstract]", "terseLabel": "Equity Method Investment, Summarized Financial Information, Assets [Abstract]" } } }, "localname": "EquityMethodInvestmentSummarizedFinancialInformationAssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedBalanceSheetDataDetails" ], "xbrltype": "stringItemType" }, "us-gaap_EquityMethodInvestmentSummarizedFinancialInformationCostOfSales": { "auth_ref": [ "r5", "r188" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The amount of the cost of sales reported by an equity method investment of the entity.", "label": "Equity Method Investment, Summarized Financial Information, Cost of Sales", "negatedTerseLabel": "Cost of land sales" } } }, "localname": "EquityMethodInvestmentSummarizedFinancialInformationCostOfSales", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedStatementOfOperationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EquityMethodInvestmentSummarizedFinancialInformationEquity": { "auth_ref": [ "r5", "r113", "r188", "r409", "r410" ], "calculation": { "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedBalanceSheetDataDetails": { "order": 3.0, "parentTag": "us-gaap_EquityMethodInvestmentSummarizedFinancialInformationLiabilitiesAndEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of equity, including noncontrolling interest, reported by an equity method investment of the entity.", "label": "Equity Method Investment Summarized Financial Information, Equity", "terseLabel": "Capital (Percentage Interest)" } } }, "localname": "EquityMethodInvestmentSummarizedFinancialInformationEquity", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedBalanceSheetDataDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EquityMethodInvestmentSummarizedFinancialInformationIncomeStatementAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Equity Method Investment, Summarized Financial Information, Income Statement [Abstract]", "terseLabel": "Equity Method Investment, Summarized Financial Information, Income Statement [Abstract]" } } }, "localname": "EquityMethodInvestmentSummarizedFinancialInformationIncomeStatementAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedStatementOfOperationsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_EquityMethodInvestmentSummarizedFinancialInformationLiabilitiesAndEquity": { "auth_ref": [ "r5", "r105", "r184", "r188", "r409" ], "calculation": { "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedBalanceSheetDataDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The amount of liabilities and equity reported by an equity method investment of the entity.", "label": "Equity Method Investment, Summarized Financial Information, Liabilities and Equity", "totalLabel": "Total liabilities and capital" } } }, "localname": "EquityMethodInvestmentSummarizedFinancialInformationLiabilitiesAndEquity", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedBalanceSheetDataDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EquityMethodInvestmentSummarizedFinancialInformationLiabilitiesAndEquityAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Equity Method Investment, Summarized Financial Information, Liabilities and Equity [Abstract]", "terseLabel": "Equity Method Investment, Summarized Financial Information, Liabilities and Equity [Abstract]" } } }, "localname": "EquityMethodInvestmentSummarizedFinancialInformationLiabilitiesAndEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedBalanceSheetDataDetails" ], "xbrltype": "stringItemType" }, "us-gaap_EquityMethodInvestmentSummarizedFinancialInformationNetIncomeLoss": { "auth_ref": [ "r5", "r105", "r184", "r188", "r409" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The amount of net income (loss) reported by an equity method investment of the entity.", "label": "Equity Method Investment, Summarized Financial Information, Net Income (Loss)", "terseLabel": "Net income (loss) of Great Park Venture" } } }, "localname": "EquityMethodInvestmentSummarizedFinancialInformationNetIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedStatementOfOperationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EquityMethodInvestmentSummarizedFinancialInformationRevenue": { "auth_ref": [ "r5", "r188" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The amount of revenue from sale of goods and services reduced by sales returns, allowances, and discounts reported by an equity method investment of the entity.", "label": "Equity Method Investment, Summarized Financial Information, Revenue", "terseLabel": "Land sale revenues" } } }, "localname": "EquityMethodInvestmentSummarizedFinancialInformationRevenue", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedStatementOfOperationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EquityMethodInvestmentUnderlyingEquityInNetAssets": { "auth_ref": [ "r186" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "This item represents the entity's ownership percentage in the investee multiplied by the investee's total equity.", "label": "Equity Method Investment, Underlying Equity in Net Assets", "terseLabel": "The Company\u2019s share of capital in Great Park Venture" } } }, "localname": "EquityMethodInvestmentUnderlyingEquityInNetAssets", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedBalanceSheetDataDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EquityMethodInvestments": { "auth_ref": [ "r27", "r166", "r182" ], "calculation": { "http://fivepoint.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "This item represents the carrying amount on the entity's balance sheet of its investment in common stock of an equity method investee. This is not an indicator of the fair value of the investment, rather it is the initial cost adjusted for the entity's share of earnings and losses of the investee, adjusted for any distributions (dividends) and other than temporary impairment (OTTI) losses recognized.", "label": "Equity Method Investments", "terseLabel": "INVESTMENT IN UNCONSOLIDATED ENTITIES", "verboseLabel": "The Company\u2019s investment in the Great Park Venture" } } }, "localname": "EquityMethodInvestments", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedBalanceSheets", "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedBalanceSheetDataDetails", "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesCumulativeEffectFromAdoptionOfNewRevenueGuidanceDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EquityMethodInvestmentsAndJointVenturesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Equity Method Investments and Joint Ventures [Abstract]" } } }, "localname": "EquityMethodInvestmentsAndJointVenturesAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_EquityMethodInvestmentsDisclosureTextBlock": { "auth_ref": [ "r190" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for equity method investments and joint ventures. Equity method investments are investments that give the investor the ability to exercise significant influence over the operating and financial policies of an investee. Joint ventures are entities owned and operated by a small group of businesses as a separate and specific business or project for the mutual benefit of the members of the group.", "label": "Equity Method Investments and Joint Ventures Disclosure [Text Block]", "terseLabel": "Investment in Unconsolidated Entities" } } }, "localname": "EquityMethodInvestmentsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntities" ], "xbrltype": "textBlockItemType" }, "us-gaap_EquityMethodInvestmentsTextBlock": { "auth_ref": [ "r189" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of equity method investments including, but not limited to, name of each investee or group of investments, percentage ownership, difference between recorded amount of an investment and the value of the underlying equity in the net assets, and summarized financial information.", "label": "Equity Method Investments [Table Text Block]", "terseLabel": "Equity Method Investments" } } }, "localname": "EquityMethodInvestmentsTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_EstimateOfFairValueFairValueDisclosureMember": { "auth_ref": [ "r404" ], "lang": { "en-US": { "role": { "documentation": "Measured as an estimate of fair value.", "label": "Estimate of Fair Value Measurement [Member]", "terseLabel": "Estimate of Fair Value Measurement" } } }, "localname": "EstimateOfFairValueFairValueDisclosureMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/FinancialInstrumentsAndFairValueMeasurementsAndDisclosuresNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueBalanceSheetGroupingFinancialStatementCaptionsLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]", "terseLabel": "Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]" } } }, "localname": "FairValueBalanceSheetGroupingFinancialStatementCaptionsLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/FinancialInstrumentsAndFairValueMeasurementsAndDisclosuresNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByBalanceSheetGroupingTable": { "auth_ref": [ "r399", "r405", "r406" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of information about the fair value of financial instruments, including financial assets and financial liabilities, and the measurements of those instruments, assets, and liabilities.", "label": "Fair Value, by Balance Sheet Grouping [Table]", "terseLabel": "Fair Value, by Balance Sheet Grouping [Table]" } } }, "localname": "FairValueByBalanceSheetGroupingTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/FinancialInstrumentsAndFairValueMeasurementsAndDisclosuresNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByFairValueHierarchyLevelAxis": { "auth_ref": [ "r271", "r272", "r294", "r400", "r438" ], "lang": { "en-US": { "role": { "documentation": "Information by level within fair value hierarchy and fair value measured at net asset value per share as practical expedient.", "label": "Fair Value Hierarchy and NAV [Axis]", "terseLabel": "Fair Value Hierarchy and NAV [Axis]" } } }, "localname": "FairValueByFairValueHierarchyLevelAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/FinancialInstrumentsAndFairValueMeasurementsAndDisclosuresNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByMeasurementBasisAxis": { "auth_ref": [ "r399", "r401" ], "lang": { "en-US": { "role": { "documentation": "Information by measurement basis.", "label": "Measurement Basis [Axis]", "terseLabel": "Measurement Basis [Axis]" } } }, "localname": "FairValueByMeasurementBasisAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/FinancialInstrumentsAndFairValueMeasurementsAndDisclosuresNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosureItemAmountsDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Measurement basis, for example, but not limited to, reported value, fair value, portion at fair value, portion at other than fair value.", "label": "Fair Value Measurement [Domain]", "terseLabel": "Fair Value Measurement [Domain]" } } }, "localname": "FairValueDisclosureItemAmountsDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/FinancialInstrumentsAndFairValueMeasurementsAndDisclosuresNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueDisclosuresAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Fair Value Disclosures [Abstract]" } } }, "localname": "FairValueDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosuresTextBlock": { "auth_ref": [ "r402" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.", "label": "Fair Value Disclosures [Text Block]", "terseLabel": "Financial Instruments and Fair Value Measurements and Disclosures" } } }, "localname": "FairValueDisclosuresTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/FinancialInstrumentsAndFairValueMeasurementsAndDisclosures" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueInputsLevel2Member": { "auth_ref": [ "r271", "r272", "r294", "r400", "r439" ], "lang": { "en-US": { "role": { "documentation": "Inputs other than quoted prices included within level 1 that are observable for an asset or liability, either directly or indirectly, including, but not limited to, quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in inactive markets.", "label": "Fair Value, Inputs, Level 2 [Member]", "terseLabel": "Fair Value, Inputs, Level 2" } } }, "localname": "FairValueInputsLevel2Member", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/FinancialInstrumentsAndFairValueMeasurementsAndDisclosuresNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for fair value measurements of financial and non-financial assets, liabilities and instruments classified in shareholders' equity. Disclosures include, but are not limited to, how an entity that manages a group of financial assets and liabilities on the basis of its net exposure measures the fair value of those assets and liabilities.", "label": "Fair Value Measurement, Policy [Policy Text Block]", "terseLabel": "Fair Value Measurements" } } }, "localname": "FairValueMeasurementPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueMeasurementsFairValueHierarchyDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Categories used to prioritize the inputs to valuation techniques to measure fair value.", "label": "Fair Value Hierarchy and NAV [Domain]", "terseLabel": "Fair Value Hierarchy and NAV [Domain]" } } }, "localname": "FairValueMeasurementsFairValueHierarchyDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/FinancialInstrumentsAndFairValueMeasurementsAndDisclosuresNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAccumulatedAmortization": { "auth_ref": [ "r202" ], "calculation": { "http://fivepoint.com/role/IntangibleAssetNetrelatedPartyDetails": { "order": 2.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Accumulated amount of amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Accumulated Amortization", "negatedTerseLabel": "Accumulated amortization" } } }, "localname": "FiniteLivedIntangibleAssetsAccumulatedAmortization", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IntangibleAssetNetrelatedPartyDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsGross": { "auth_ref": [ "r202", "r441" ], "calculation": { "http://fivepoint.com/role/IntangibleAssetNetrelatedPartyDetails": { "order": 1.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount before amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Gross", "terseLabel": "Gross carrying amount" } } }, "localname": "FiniteLivedIntangibleAssetsGross", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IntangibleAssetNetrelatedPartyDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Finite-Lived Intangible Assets [Line Items]", "terseLabel": "Finite-Lived Intangible Assets [Line Items]" } } }, "localname": "FiniteLivedIntangibleAssetsLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IntangibleAssetNetrelatedPartyDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsNet": { "auth_ref": [ "r202" ], "calculation": { "http://fivepoint.com/role/ConsolidatedBalanceSheets": { "order": 5.0, "parentTag": "us-gaap_Assets", "weight": 1.0 }, "http://fivepoint.com/role/IntangibleAssetNetrelatedPartyDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount after amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Net", "terseLabel": "INTANGIBLE ASSET, NET\u2014RELATED PARTY", "totalLabel": "Net book value" } } }, "localname": "FiniteLivedIntangibleAssetsNet", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedBalanceSheets", "http://fivepoint.com/role/IntangibleAssetNetrelatedPartyDetails", "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesCumulativeEffectFromAdoptionOfNewRevenueGuidanceDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FixedIncomeFundsMember": { "auth_ref": [ "r271" ], "lang": { "en-US": { "role": { "documentation": "Investment that pools funds from investors to invest in a combination of underlying investments, primarily fixed income investments.", "label": "Fixed Income Funds [Member]", "terseLabel": "Fixed-income funds\u2014U.S. bonds and short term" } } }, "localname": "FixedIncomeFundsMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansFairValueOfPlanAssetsByFundTypeDetails", "http://fivepoint.com/role/EmployeeBenefitPlansNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FurnitureAndFixturesMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Equipment commonly used in offices and stores that have no permanent connection to the structure of a building or utilities. Examples include, but are not limited to, desks, chairs, tables, and bookcases.", "label": "Furniture and Fixtures [Member]", "terseLabel": "Furniture and Fixtures" } } }, "localname": "FurnitureAndFixturesMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesPropertiesAndEquipmentDetails" ], "xbrltype": "domainItemType" }, "us-gaap_GainLossOnSaleOfProperties": { "auth_ref": [ "r91", "r206", "r211" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows": { "order": 13.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 }, "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesMiscellaneousIncomeDetails": { "order": 1.0, "parentTag": "us-gaap_OtherNonoperatingIncome", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The difference between the carrying value and the sale price of real estate or properties that were intended to be sold or held for capital appreciation or rental income. This element refers to the gain (loss) included in earnings and not to the cash proceeds of the sale. This element is a noncash adjustment to net income when calculating net cash generated by operating activities using the indirect method.", "label": "Gain (Loss) on Sale of Properties", "negatedTerseLabel": "Gain on sale of golf club operating properties", "terseLabel": "Gain on sale of golf club operating property", "verboseLabel": "Gain on sale of golf course operating propertiesperties" } } }, "localname": "GainLossOnSaleOfProperties", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails", "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesMiscellaneousIncomeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillAndIntangibleAssetsDisclosureAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Goodwill and Intangible Assets Disclosure [Abstract]" } } }, "localname": "GoodwillAndIntangibleAssetsDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_GoodwillAndIntangibleAssetsIntangibleAssetsPolicy": { "auth_ref": [ "r102", "r200" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for intangible assets. This accounting policy may address both intangible assets subject to amortization and those that are not. The following also may be disclosed: (1) a description of intangible assets (2) the estimated useful lives of those assets (3) the amortization method used (4) how the entity assesses and measures impairment of such assets (5) how future cash flows are estimated (6) how the fair values of such asset are determined.", "label": "Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block]", "terseLabel": "Intangible Asset" } } }, "localname": "GoodwillAndIntangibleAssetsIntangibleAssetsPolicy", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_GuaranteeObligationsMaximumExposure": { "auth_ref": [ "r223" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Maximum potential amount of future payments (undiscounted) the guarantor could be required to make under the guarantee or each group of similar guarantees before reduction for potential recoveries under recourse or collateralization provisions.", "label": "Guarantor Obligations, Maximum Exposure, Undiscounted", "terseLabel": "Guaranty of infrastructure obligations, maximum obligation" } } }, "localname": "GuaranteeObligationsMaximumExposure", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IPOMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "First sale of stock by a private company to the public.", "label": "IPO [Member]", "terseLabel": "IPO" } } }, "localname": "IPOMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganizationDetails", "http://fivepoint.com/role/ConsolidatedStatementsOfCapital", "http://fivepoint.com/role/ConsolidatedStatementsOfCapitalParenthetical" ], "xbrltype": "domainItemType" }, "us-gaap_ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock": { "auth_ref": [ "r102", "r205", "r214" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for recognizing and measuring the impairment of long-lived assets. An entity also may disclose its accounting policy for long-lived assets to be sold. This policy excludes goodwill and intangible assets.", "label": "Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]", "terseLabel": "Impairment of Assets" } } }, "localname": "ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest": { "auth_ref": [ "r61", "r119", "r454", "r468", "r494" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfOperations": { "order": 1.0, "parentTag": "us-gaap_ProfitLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest", "totalLabel": "(LOSS) INCOME BEFORE INCOME TAX (PROVISION) BENEFIT", "verboseLabel": "Income/Loss before income tax benefit" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfOperations", "http://fivepoint.com/role/QuarterlyFinancialInformationUnauditedDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromEquityMethodInvestments": { "auth_ref": [ "r62", "r91", "r163", "r182", "r467", "r491" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 }, "http://fivepoint.com/role/ConsolidatedStatementsOfOperations": { "order": 3.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 }, "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedStatementOfOperationsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "This item represents the entity's proportionate share for the period of the net income (loss) of its investee (such as unconsolidated subsidiaries and joint ventures) to which the equity method of accounting is applied. This item includes income or expense related to stock-based compensation based on the investor's grant of stock to employees of an equity method investee.", "label": "Income (Loss) from Equity Method Investments", "negatedLabel": "Equity in loss (earnings) from unconsolidated entities", "terseLabel": "EQUITY IN (LOSS) EARNINGS FROM UNCONSOLIDATED ENTITIES", "totalLabel": "Equity in (loss) earnings from Great Park Venture" } } }, "localname": "IncomeLossFromEquityMethodInvestments", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows", "http://fivepoint.com/role/ConsolidatedStatementsOfOperations", "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedStatementOfOperationsDetails", "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeStatementAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Income Statement [Abstract]", "terseLabel": "Income Statement [Abstract]" } } }, "localname": "IncomeStatementAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxDisclosureAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Income Tax Disclosure [Abstract]" } } }, "localname": "IncomeTaxDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxDisclosureTextBlock": { "auth_ref": [ "r346" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.", "label": "Income Tax Disclosure [Text Block]", "terseLabel": "Income Taxes" } } }, "localname": "IncomeTaxDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IncomeTaxes" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxExpenseBenefit": { "auth_ref": [ "r106", "r164", "r343" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://fivepoint.com/role/ConsolidatedStatementsOfOperations": { "order": 2.0, "parentTag": "us-gaap_ProfitLoss", "weight": -1.0 }, "http://fivepoint.com/role/IncomeTaxesScheduleOfIncomeTaxesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.", "label": "Income Tax Expense (Benefit)", "negatedLabel": "Income tax benefit", "negatedTerseLabel": "INCOME TAX (PROVISION) BENEFIT", "negatedTotalLabel": "(Expense) benefit for income taxes", "terseLabel": "Deferred income taxes" } } }, "localname": "IncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows", "http://fivepoint.com/role/ConsolidatedStatementsOfOperations", "http://fivepoint.com/role/IncomeTaxesNarrativeDetails", "http://fivepoint.com/role/IncomeTaxesScheduleOfIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxPolicyTextBlock": { "auth_ref": [ "r102", "r322", "r323", "r327", "r328", "r332", "r345", "r502" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.", "label": "Income Tax, Policy [Policy Text Block]", "terseLabel": "Income Taxes" } } }, "localname": "IncomeTaxPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r321", "r325", "r326" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to increase (decrease) in the valuation allowance for deferred tax assets.", "label": "Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount", "terseLabel": "Valuation increase (decrease)" } } }, "localname": "IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsPayableAndAccruedLiabilities": { "auth_ref": [ "r90" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows": { "order": 11.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The increase (decrease) during the reporting period in the amounts payable to vendors for goods and services received and the amount of obligations and expenses incurred but not paid.", "label": "Increase (Decrease) in Accounts Payable and Accrued Liabilities", "terseLabel": "Accounts payable and other liabilities" } } }, "localname": "IncreaseDecreaseInAccountsPayableAndAccruedLiabilities", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInContractWithCustomerAsset": { "auth_ref": [ "r90" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of increase (decrease) in right to consideration in exchange for good or service transferred to customer when right is conditioned on something other than passage of time.", "label": "Increase (Decrease) in Contract with Customer, Asset", "terseLabel": "Increase from revenue recognized" } } }, "localname": "IncreaseDecreaseInContractWithCustomerAsset", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RevenueAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInDueFromRelatedParties": { "auth_ref": [ "r90" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows": { "order": 9.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The increase (decrease) during the reporting period in receivables to be collected from other entities that could exert significant influence over the reporting entity.", "label": "Increase (Decrease) in Due from Related Parties", "negatedLabel": "Related party assets" } } }, "localname": "IncreaseDecreaseInDueFromRelatedParties", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInDueFromRelatedPartiesCurrent": { "auth_ref": [ "r90" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The aggregate increase (decrease) during the reporting period in the amount due from the following types of related parties: a parent company and its subsidiaries; subsidiaries of a common parent; an entity and trust for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management; an entity and its principal owners, management, or member of their immediate families, affiliates, or other parties with the ability to exert significant influence.", "label": "Increase (Decrease) in Due from Related Parties, Current", "negatedTerseLabel": "Related party payment received" } } }, "localname": "IncreaseDecreaseInDueFromRelatedPartiesCurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails", "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInDueToRelatedParties": { "auth_ref": [ "r90" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows": { "order": 12.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The increase (decrease) during the reporting period in the aggregate amount of obligations to be paid to the following types of related parties: a parent company and its subsidiaries; subsidiaries of a common parent; an entity and trust for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of the entities' management; an entity and its principal owners, management, or member of their immediate families; affiliates; or other parties with the ability to exert significant influence.", "label": "Increase (Decrease) in Due to Related Parties", "negatedTerseLabel": "Payment made to related parties", "terseLabel": "Related party liabilities" } } }, "localname": "IncreaseDecreaseInDueToRelatedParties", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows", "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInInventories": { "auth_ref": [ "r90" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The increase (decrease) during the reporting period in the aggregate value of all inventory held by the reporting entity, associated with underlying transactions that are classified as operating activities.", "label": "Increase (Decrease) in Inventories", "negatedTerseLabel": "Inventories" } } }, "localname": "IncreaseDecreaseInInventories", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInOperatingAssetsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Increase (Decrease) in Operating Assets [Abstract]", "terseLabel": "Changes in operating assets and liabilities:" } } }, "localname": "IncreaseDecreaseInOperatingAssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_IncreaseDecreaseInOtherOperatingAssets": { "auth_ref": [ "r90" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows": { "order": 10.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of increase (decrease) in operating assets classified as other.", "label": "Increase (Decrease) in Other Operating Assets", "negatedTerseLabel": "Other assets" } } }, "localname": "IncreaseDecreaseInOtherOperatingAssets", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInStockholdersEquityRollForward": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Increase (Decrease) in Stockholders' Equity [Roll Forward]", "terseLabel": "Increase (Decrease) in Stockholders' Equity [Roll Forward]" } } }, "localname": "IncreaseDecreaseInStockholdersEquityRollForward", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCapital" ], "xbrltype": "stringItemType" }, "us-gaap_InitialApplicationPeriodCumulativeEffectTransitionAxis": { "auth_ref": [ "r254" ], "lang": { "en-US": { "role": { "documentation": "Information about effect of transition method for cumulative effect in initial period of application.", "label": "Initial Application Period Cumulative Effect Transition [Axis]", "terseLabel": "Initial Application Period Cumulative Effect Transition [Axis]" } } }, "localname": "InitialApplicationPeriodCumulativeEffectTransitionAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RevenueDisaggregationOfRevenueDetails", "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesCumulativeEffectFromAdoptionOfNewRevenueGuidanceDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesRecentlyIssuedAccountingPronouncementsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_InitialApplicationPeriodCumulativeEffectTransitionDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Effect of transition method for cumulative effect in initial period of application.", "label": "Initial Application Period Cumulative Effect Transition [Domain]", "terseLabel": "Initial Application Period Cumulative Effect Transition [Domain]" } } }, "localname": "InitialApplicationPeriodCumulativeEffectTransitionDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RevenueDisaggregationOfRevenueDetails", "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesCumulativeEffectFromAdoptionOfNewRevenueGuidanceDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesRecentlyIssuedAccountingPronouncementsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_IntangibleAssetsDisclosureTextBlock": { "auth_ref": [ "r204" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for all or part of the information related to intangible assets.", "label": "Intangible Assets Disclosure [Text Block]", "terseLabel": "Intangible Asset, Net\u2014Related Party" } } }, "localname": "IntangibleAssetsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IntangibleAssetNetrelatedParty" ], "xbrltype": "textBlockItemType" }, "us-gaap_InterestCostsCapitalized": { "auth_ref": [ "r413" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of interest capitalized during the period.", "label": "Interest Costs Capitalized", "terseLabel": "Interest cost capitalized" } } }, "localname": "InterestCostsCapitalized", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestCostsIncurred": { "auth_ref": [ "r413" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Total interest costs incurred during the period and either capitalized or charged against earnings.", "label": "Interest Costs Incurred", "terseLabel": "Interest costs incurred on notes" } } }, "localname": "InterestCostsIncurred", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/NotesPayableNetNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestExpense": { "auth_ref": [ "r60", "r161", "r412", "r416", "r471" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of the cost of borrowed funds accounted for as interest expense.", "label": "Interest Expense", "terseLabel": "Interest expense" } } }, "localname": "InterestExpense", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SegmentReportingRevenuesProfitLossAndAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestExpenseRelatedParty": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of interest expense incurred on a debt or other obligation to related party.", "label": "Interest Expense, Related Party", "terseLabel": "Interest cost" } } }, "localname": "InterestExpenseRelatedParty", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestIncomeOther": { "auth_ref": [], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfOperations": { "order": 2.0, "parentTag": "us-gaap_OtherIncome", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of interest income earned from interest bearing assets classified as other.", "label": "Interest Income, Other", "terseLabel": "Interest income" } } }, "localname": "InterestIncomeOther", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestPaidCapitalized": { "auth_ref": [ "r78", "r95" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of cash paid for interest capitalized, classified as investing activity.", "label": "Interest Paid, Capitalized, Investing Activities", "terseLabel": "Cash paid for interest, all of which was capitalized to inventories" } } }, "localname": "InterestPaidCapitalized", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SupplementalCashFlowInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IntersegmentEliminationMember": { "auth_ref": [ "r168" ], "lang": { "en-US": { "role": { "documentation": "Eliminating entries used in operating segment consolidation.", "label": "Intersegment Eliminations [Member]", "terseLabel": "Other eliminations" } } }, "localname": "IntersegmentEliminationMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SegmentReportingRevenuesProfitLossAndAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_InventoryPolicyTextBlock": { "auth_ref": [ "r11", "r41", "r102", "r141", "r192", "r193" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of inventory accounting policy for inventory classes, including, but not limited to, basis for determining inventory amounts, methods by which amounts are added and removed from inventory classes, loss recognition on impairment of inventories, and situations in which inventories are stated above cost.", "label": "Inventory, Policy [Policy Text Block]", "terseLabel": "Inventories" } } }, "localname": "InventoryPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_InventoryRealEstate": { "auth_ref": [], "calculation": { "http://fivepoint.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Total of (1) improvements, (2) held-for-sale, (3) land and land under development, (4) construction-in-process, (5) mortgage loans held-in-inventory, and (6) other real estate investments which are considered inventory due to being held for sale or disposition.", "label": "Inventory, Real Estate", "terseLabel": "INVENTORIES", "verboseLabel": "Inventory assets and real estate related assets, net" } } }, "localname": "InventoryRealEstate", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedBalanceSheets", "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails", "http://fivepoint.com/role/SegmentReportingRevenuesProfitLossAndAssetsDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesCumulativeEffectFromAdoptionOfNewRevenueGuidanceDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LandImprovementsMember": { "auth_ref": [ "r10" ], "lang": { "en-US": { "role": { "documentation": "Additions or improvements to real estate held.", "label": "Land Improvements [Member]", "terseLabel": "Land Improvements" } } }, "localname": "LandImprovementsMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesPropertiesAndEquipmentDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LandMember": { "auth_ref": [ "r252" ], "lang": { "en-US": { "role": { "documentation": "Part of earth's surface not covered by water.", "label": "Land [Member]", "terseLabel": "Land sales" } } }, "localname": "LandMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfOperations", "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LeaseArrangementTypeAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Information by group of related lease arrangements. For example, but not limited to, leases grouped by facility or contractual terms.", "label": "Lease Arrangement, Type [Axis]", "terseLabel": "Lease Arrangement, Type [Axis]" } } }, "localname": "LeaseArrangementTypeAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SegmentReportingNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LeaseArrangementTypeDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Group of related lease arrangements. For example, but not limited to, leases grouped by facility or contractual terms.", "label": "Lease Arrangement, Type [Domain]", "terseLabel": "Lease Arrangement, Type [Domain]" } } }, "localname": "LeaseArrangementTypeDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SegmentReportingNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LesseeLeaseDescriptionLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Lessee, Lease, Description [Line Items]", "terseLabel": "Lessee, Lease, Description [Line Items]" } } }, "localname": "LesseeLeaseDescriptionLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LesseeLeaseDescriptionTable": { "auth_ref": [ "r427" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of information about lessee's leases.", "label": "Lessee, Lease, Description [Table]", "terseLabel": "Lessee, Lease, Description [Table]" } } }, "localname": "LesseeLeaseDescriptionTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LessorOperatingLeaseTermOfContract": { "auth_ref": [ "r428" ], "lang": { "en-US": { "role": { "documentation": "Term of lessor's operating lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Lessor, Operating Lease, Term of Contract", "terseLabel": "Lease term" } } }, "localname": "LessorOperatingLeaseTermOfContract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SegmentReportingNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_LetterOfCreditMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A document typically issued by a financial institution which acts as a guarantee of payment to a beneficiary, or as the source of payment for a specific transaction (for example, wiring funds to a foreign exporter if and when specified merchandise is accepted pursuant to the terms of the letter of credit).", "label": "Letter of Credit [Member]", "terseLabel": "Letter of Credit" } } }, "localname": "LetterOfCreditMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LettersOfCreditOutstandingAmount": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The total amount of the contingent obligation under letters of credit outstanding as of the reporting date.", "label": "Letters of Credit Outstanding, Amount", "terseLabel": "Outstanding letters of credit" } } }, "localname": "LettersOfCreditOutstandingAmount", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails", "http://fivepoint.com/role/NotesPayableNetNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_Liabilities": { "auth_ref": [ "r34" ], "calculation": { "http://fivepoint.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.", "label": "Liabilities", "totalLabel": "Total liabilities" } } }, "localname": "Liabilities", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Liabilities [Abstract]", "terseLabel": "LIABILITIES:" } } }, "localname": "LiabilitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedBalanceSheets", "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesCumulativeEffectFromAdoptionOfNewRevenueGuidanceDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LiabilitiesAndStockholdersEquity": { "auth_ref": [ "r24", "r462", "r484" ], "calculation": { "http://fivepoint.com/role/ConsolidatedBalanceSheets": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.", "label": "Liabilities and Equity", "totalLabel": "TOTAL" } } }, "localname": "LiabilitiesAndStockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Liabilities and Equity [Abstract]", "terseLabel": "LIABILITIES AND CAPITAL" } } }, "localname": "LiabilitiesAndStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_LiabilitiesOfDisposalGroupIncludingDiscontinuedOperation": { "auth_ref": [ "r0", "r1", "r3", "r4", "r212" ], "calculation": { "http://fivepoint.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount classified as liabilities attributable to disposal group held for sale or disposed of.", "label": "Disposal Group, Including Discontinued Operation, Liabilities", "terseLabel": "Liabilities related to assets held for sale" } } }, "localname": "LiabilitiesOfDisposalGroupIncludingDiscontinuedOperation", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedBalanceSheets", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LimitedLiabilityCompanyLLCOrLimitedPartnershipLPMembersOrLimitedPartnersOwnershipInterest": { "auth_ref": [ "r146" ], "lang": { "en-US": { "role": { "documentation": "Percentage investment held by members or limited partners of limited liability company (LLC) or limited partnership (LP).", "label": "Limited Liability Company or Limited Partnership, Members or Limited Partners, Ownership Interest", "terseLabel": "Ownership percentage of outstanding common units" } } }, "localname": "LimitedLiabilityCompanyLLCOrLimitedPartnershipLPMembersOrLimitedPartnersOwnershipInterest", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganizationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_LimitedLiabilityCompanyLlcMembersEquityIncludingPortionAttributableToNoncontrollingInterest": { "auth_ref": [ "r145", "r146", "r240" ], "calculation": { "http://fivepoint.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of ownership interest in a limited liability company (LLC), including portions attributable to both the parent and noncontrolling interests.", "label": "Limited Liability Company (LLC) Members' Equity, Including Portion Attributable to Noncontrolling Interest", "negatedLabel": "Accumulated other comprehensive loss", "periodEndLabel": "Capital attributable to parent, ending balance", "periodStartLabel": "Capital attributable to parent, beginning balance", "totalLabel": "Total capital" } } }, "localname": "LimitedLiabilityCompanyLlcMembersEquityIncludingPortionAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AccumulatedOtherComprehensiveLossDetails", "http://fivepoint.com/role/ConsolidatedBalanceSheets", "http://fivepoint.com/role/ConsolidatedStatementsOfCapital" ], "xbrltype": "monetaryItemType" }, "us-gaap_LimitedLiabilityCompanyMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Legal form of business company offering limited liability to its owners (denoted by L.L.C. or LLC in the U.S.).", "label": "Limited Liability Company [Member]", "terseLabel": "Limited Liability Company" } } }, "localname": "LimitedLiabilityCompanyMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LineOfCreditFacilityMaximumBorrowingCapacity": { "auth_ref": [ "r32" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Maximum borrowing capacity under the credit facility without consideration of any current restrictions on the amount that could be borrowed or the amounts currently outstanding under the facility.", "label": "Line of Credit Facility, Maximum Borrowing Capacity", "terseLabel": "Senior unsecured revolving credit facility, maximum borrowing capacity" } } }, "localname": "LineOfCreditFacilityMaximumBorrowingCapacity", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/NotesPayableNetNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LoansPayable": { "auth_ref": [ "r18", "r460", "r476" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Including the current and noncurrent portions, aggregate carrying value as of the balance sheet date of loans payable (with maturities initially due after one year or beyond the operating cycle if longer).", "label": "Loans Payable", "terseLabel": "Debt financing" } } }, "localname": "LoansPayable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LondonInterbankOfferedRateLIBORMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Interest rate at which a bank borrows funds from other banks in the London interbank market.", "label": "London Interbank Offered Rate (LIBOR) [Member]", "terseLabel": "LIBOR" } } }, "localname": "LondonInterbankOfferedRateLIBORMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/NotesPayableNetNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LongTermDebt": { "auth_ref": [ "r18", "r227", "r460", "r481" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.", "label": "Long-term Debt", "verboseLabel": "Promissory note issued" } } }, "localname": "LongTermDebt", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails", "http://fivepoint.com/role/NotesPayableNetNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalInNextTwelveMonths": { "auth_ref": [ "r115", "r224" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of long-term debt payable, sinking fund requirements, and other securities issued that are redeemable by holder at fixed or determinable prices and dates maturing in the next fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months", "terseLabel": "Principal payments, due in next twelve months" } } }, "localname": "LongTermDebtMaturitiesRepaymentsOfPrincipalInNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalInYearTwo": { "auth_ref": [ "r115", "r224" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of long-term debt payable, sinking fund requirements, and other securities issued that are redeemable by holder at fixed or determinable prices and dates maturing in the second fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Long-term Debt, Maturities, Repayments of Principal in Year Two", "terseLabel": "Principal payments, due in year two" } } }, "localname": "LongTermDebtMaturitiesRepaymentsOfPrincipalInYearTwo", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongtermDebtTypeAxis": { "auth_ref": [ "r36" ], "lang": { "en-US": { "role": { "documentation": "Information by type of long-term debt.", "label": "Long-term Debt, Type [Axis]", "terseLabel": "Long-term Debt, Type [Axis]" } } }, "localname": "LongtermDebtTypeAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails", "http://fivepoint.com/role/NotesPayableNetNarrativeDetails", "http://fivepoint.com/role/NotesPayableNetNotesPayableDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LongtermDebtTypeDomain": { "auth_ref": [ "r36", "r225" ], "lang": { "en-US": { "role": { "documentation": "Type of long-term debt arrangement, such as notes, line of credit, commercial paper, asset-based financing, project financing, letter of credit financing. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer.", "label": "Long-term Debt, Type [Domain]", "terseLabel": "Long-term Debt, Type [Domain]" } } }, "localname": "LongtermDebtTypeDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails", "http://fivepoint.com/role/NotesPayableNetNarrativeDetails", "http://fivepoint.com/role/NotesPayableNetNotesPayableDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LongtermPurchaseCommitmentPeriod": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Period covered by the long-term purchase commitment, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Long-term Purchase Commitment, Period", "terseLabel": "Purchase agreement term" } } }, "localname": "LongtermPurchaseCommitmentPeriod", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_LossContingencyNumberOfPlaintiffs": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Number of plaintiffs that have filed claims pertaining to a loss contingency.", "label": "Loss Contingency, Number of Plaintiffs", "terseLabel": "Number of plaintiffs" } } }, "localname": "LossContingencyNumberOfPlaintiffs", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails" ], "xbrltype": "integerItemType" }, "us-gaap_ManagementServiceMember": { "auth_ref": [ "r252" ], "lang": { "en-US": { "role": { "documentation": "Contractually stipulated right to receive compensation for operating and managing business.", "label": "Management Service [Member]", "terseLabel": "Management services" } } }, "localname": "ManagementServiceMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfOperations", "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MarketableSecuritiesPolicy": { "auth_ref": [ "r472" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for investment classified as marketable security.", "label": "Marketable Securities, Policy [Policy Text Block]", "terseLabel": "Marketable Securities" } } }, "localname": "MarketableSecuritiesPolicy", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_MaterialReconcilingItemsMember": { "auth_ref": [ "r168", "r169" ], "lang": { "en-US": { "role": { "documentation": "Items used in reconciling reportable segments' amounts to consolidated amount. Excludes corporate-level activity.", "label": "Segment Reconciling Items [Member]", "verboseLabel": "Removal of Results of Unconsolidated Entities" } } }, "localname": "MaterialReconcilingItemsMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SegmentReportingRevenuesProfitLossAndAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MembersCapital": { "auth_ref": [ "r145", "r146", "r240" ], "calculation": { "http://fivepoint.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_MembersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of member capital in limited liability company (LLC).", "label": "Members' Capital", "periodEndLabel": "Contributed capital, beginning balance", "periodStartLabel": "Contributed capital, beginning balance", "terseLabel": "Contributed capital" } } }, "localname": "MembersCapital", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedBalanceSheets", "http://fivepoint.com/role/ConsolidatedStatementsOfCapital" ], "xbrltype": "monetaryItemType" }, "us-gaap_MembersEquity": { "auth_ref": [ "r145", "r146", "r240" ], "calculation": { "http://fivepoint.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_LimitedLiabilityCompanyLlcMembersEquityIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of ownership interest in limited liability company (LLC), attributable to the parent entity.", "label": "Members' Equity", "periodEndLabel": "Total members' capital, ending balance", "periodStartLabel": "Total members' capital, beginning balance", "totalLabel": "Total members\u2019 capital" } } }, "localname": "MembersEquity", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedBalanceSheets", "http://fivepoint.com/role/ConsolidatedStatementsOfCapital" ], "xbrltype": "monetaryItemType" }, "us-gaap_MembersEquityAttributableToNoncontrollingInterest": { "auth_ref": [ "r145", "r146", "r240" ], "calculation": { "http://fivepoint.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_LimitedLiabilityCompanyLlcMembersEquityIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of ownership interest in limited liability company (LLC) directly or indirectly attributable to noncontrolling interests.", "label": "Members' Equity Attributable to Noncontrolling Interest", "terseLabel": "Noncontrolling interests" } } }, "localname": "MembersEquityAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedBalanceSheets", "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesCumulativeEffectFromAdoptionOfNewRevenueGuidanceDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_MinorityInterest": { "auth_ref": [ "r40", "r461", "r483" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which is directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent (that is, noncontrolling interest, previously referred to as minority interest).", "label": "Stockholders' Equity Attributable to Noncontrolling Interest", "periodEndLabel": "Capital attributable to noncontrolling interests, ending balance", "periodStartLabel": "Capital attributable to noncontrolling interests, beginning balance" } } }, "localname": "MinorityInterest", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCapital" ], "xbrltype": "monetaryItemType" }, "us-gaap_MinorityInterestDecreaseFromRedemptions": { "auth_ref": [ "r240", "r376", "r377" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Decrease in noncontrolling interest (for example, but not limited to, redeeming or purchasing the interests of noncontrolling shareholders, issuance of shares (interests) by the non-wholly owned subsidiary to the parent entity for other than cash, and a buyback of shares (interest) by the non-wholly owned subsidiary from the noncontrolling interests).", "label": "Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests", "negatedTerseLabel": "Adjustment of noncontrolling interest in the Operating Company" } } }, "localname": "MinorityInterestDecreaseFromRedemptions", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCapital" ], "xbrltype": "monetaryItemType" }, "us-gaap_MinorityInterestDisclosureTextBlock": { "auth_ref": [ "r396" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for noncontrolling interest in consolidated subsidiaries, which could include the name of the subsidiary, the ownership percentage held by the parent, the ownership percentage held by the noncontrolling owners, the amount of the noncontrolling interest, the location of this amount on the balance sheet (when not reported separately), an explanation of the increase or decrease in the amount of the noncontrolling interest, the noncontrolling interest share of the net Income or Loss of the subsidiary, the location of this amount on the income statement (when not reported separately), the nature of the noncontrolling interest such as background information and terms, the amount of the noncontrolling interest represented by preferred stock, a description of the preferred stock, and the dividend requirements of the preferred stock.", "label": "Noncontrolling Interest Disclosure [Text Block]", "terseLabel": "Noncontrolling Interests" } } }, "localname": "MinorityInterestDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/NoncontrollingInterests" ], "xbrltype": "textBlockItemType" }, "us-gaap_MinorityInterestLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Noncontrolling Interest [Line Items]", "terseLabel": "Noncontrolling Interest [Line Items]" } } }, "localname": "MinorityInterestLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/NoncontrollingInterestsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_MinorityInterestOwnershipPercentageByNoncontrollingOwners": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The equity interest of noncontrolling shareholders, partners or other equity holders in consolidated entity.", "label": "Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners", "terseLabel": "Ownership percentage by minority owners", "verboseLabel": "Noncontrolling interest percentage of outstanding common units" } } }, "localname": "MinorityInterestOwnershipPercentageByNoncontrollingOwners", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails", "http://fivepoint.com/role/NoncontrollingInterestsDetails" ], "xbrltype": "percentItemType" }, "us-gaap_MinorityInterestOwnershipPercentageByParent": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The parent entity's interest in net assets of the subsidiary, expressed as a percentage.", "label": "Noncontrolling Interest, Ownership Percentage by Parent", "terseLabel": "Ownership percentage of outstanding common units" } } }, "localname": "MinorityInterestOwnershipPercentageByParent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/NoncontrollingInterestsDetails" ], "xbrltype": "percentItemType" }, "us-gaap_MinorityInterestTable": { "auth_ref": [ "r40", "r68", "r372", "r383" ], "lang": { "en-US": { "role": { "documentation": "Schedule of noncontrolling interest disclosure which includes the name of the subsidiary, the ownership percentage held by the parent, the ownership percentage held by the noncontrolling owners, the amount of the noncontrolling interest, the location of this amount on the balance sheet (when not reported separately), an explanation of the increase or decrease in the amount of the noncontrolling interest, the noncontrolling interest share of the net Income or Loss of the subsidiary, the location of this amount on the income statement (when not reported separately), the nature of the noncontrolling interest such as background information and terms, the amount of the noncontrolling interest represented by preferred stock, a description of the preferred stock, and the dividend requirements of the preferred stock.", "label": "Noncontrolling Interest [Table]", "terseLabel": "Noncontrolling Interest [Table]" } } }, "localname": "MinorityInterestTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/NoncontrollingInterestsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivities": { "auth_ref": [ "r88" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.", "label": "Net Cash Provided by (Used in) Financing Activities", "totalLabel": "Net cash (used in) provided by financing activities" } } }, "localname": "NetCashProvidedByUsedInFinancingActivities", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivitiesContinuingOperationsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Net Cash Provided by (Used in) Financing Activities, Continuing Operations [Abstract]", "terseLabel": "CASH FLOWS FROM FINANCING ACTIVITIES:" } } }, "localname": "NetCashProvidedByUsedInFinancingActivitiesContinuingOperationsAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivities": { "auth_ref": [ "r88" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.", "label": "Net Cash Provided by (Used in) Investing Activities", "totalLabel": "Net cash provided by (used in) investing activities" } } }, "localname": "NetCashProvidedByUsedInInvestingActivities", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivitiesContinuingOperationsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Net Cash Provided by (Used in) Investing Activities, Continuing Operations [Abstract]", "terseLabel": "CASH FLOWS FROM INVESTING ACTIVITIES:" } } }, "localname": "NetCashProvidedByUsedInInvestingActivitiesContinuingOperationsAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesEffectOfChangesToCondensedConsolidatedStatementOfCashFlowsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivities": { "auth_ref": [ "r88", "r89", "r92" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows": { "order": null, "parentTag": null, "root": true, "weight": null } }, "lang": { "en-US": { "role": { "documentation": "Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.", "label": "Net Cash Provided by (Used in) Operating Activities", "totalLabel": "Net cash used in operating activities" } } }, "localname": "NetCashProvidedByUsedInOperatingActivities", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperationsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Net Cash Provided by (Used in) Operating Activities, Continuing Operations [Abstract]", "terseLabel": "CASH FLOWS FROM OPERATING ACTIVITIES:" } } }, "localname": "NetCashProvidedByUsedInOperatingActivitiesContinuingOperationsAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetIncomeLoss": { "auth_ref": [ "r53", "r56", "r63", "r92", "r136", "r469", "r492" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfOperations": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://fivepoint.com/role/EarningsPerShareScheduleOfEarningsPerShareDetails": { "order": 1.0, "parentTag": "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.", "label": "Net Income (Loss) Attributable to Parent", "totalLabel": "NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY", "verboseLabel": "Net (loss) income attributable to the Company" } } }, "localname": "NetIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfOperations", "http://fivepoint.com/role/EarningsPerShareScheduleOfEarningsPerShareDetails", "http://fivepoint.com/role/QuarterlyFinancialInformationUnauditedDetails", "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetIncomeLossAttributableToNoncontrollingInterest": { "auth_ref": [ "r53", "r56", "r380", "r391" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfOperations": { "order": 2.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of Net Income (Loss) attributable to noncontrolling interest.", "label": "Net Income (Loss) Attributable to Noncontrolling Interest", "terseLabel": "LESS NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS" } } }, "localname": "NetIncomeLossAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfOperations", "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic": { "auth_ref": [ "r119", "r126" ], "calculation": { "http://fivepoint.com/role/EarningsPerShareScheduleOfEarningsPerShareDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.", "label": "Net Income (Loss) Available to Common Stockholders, Basic", "totalLabel": "Net (loss) income attributable to common shareholders" } } }, "localname": "NetIncomeLossAvailableToCommonStockholdersBasic", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EarningsPerShareScheduleOfEarningsPerShareDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasicAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Net Income (Loss) Available to Common Stockholders, Basic [Abstract]", "terseLabel": "Numerator:" } } }, "localname": "NetIncomeLossAvailableToCommonStockholdersBasicAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EarningsPerShareScheduleOfEarningsPerShareDetails" ], "xbrltype": "stringItemType" }, "us-gaap_NetIncomeLossAvailableToCommonStockholdersDiluted": { "auth_ref": [ "r126", "r127" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.", "label": "Net Income (Loss) Available to Common Stockholders, Diluted", "terseLabel": "Numerator for diluted net (loss) income available to Class B Common Shareholders" } } }, "localname": "NetIncomeLossAvailableToCommonStockholdersDiluted", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EarningsPerShareScheduleOfEarningsPerShareDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NewAccountingPronouncementsOrChangeInAccountingPrincipleLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "New Accounting Pronouncements or Change in Accounting Principle [Line Items]", "terseLabel": "New Accounting Pronouncements or Change in Accounting Principle [Line Items]" } } }, "localname": "NewAccountingPronouncementsOrChangeInAccountingPrincipleLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesCumulativeEffectFromAdoptionOfNewRevenueGuidanceDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesEffectOfChangesToCondensedConsolidatedStatementOfCashFlowsDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesNarrativeDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesRecentlyIssuedAccountingPronouncementsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_NewAccountingPronouncementsOrChangeInAccountingPrincipleTable": { "auth_ref": [ "r118", "r120", "r121" ], "lang": { "en-US": { "role": { "documentation": "Summarization of the changes in an accounting principle or a new accounting pronouncement, including the line items affected by the change and the financial effects of the change on those particular line items.", "label": "New Accounting Pronouncements or Change in Accounting Principle [Table]", "terseLabel": "New Accounting Pronouncements or Change in Accounting Principle [Table]" } } }, "localname": "NewAccountingPronouncementsOrChangeInAccountingPrincipleTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesCumulativeEffectFromAdoptionOfNewRevenueGuidanceDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesEffectOfChangesToCondensedConsolidatedStatementOfCashFlowsDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesNarrativeDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesRecentlyIssuedAccountingPronouncementsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.", "label": "New Accounting Pronouncements, Policy [Policy Text Block]", "terseLabel": "Recently Issued and Adopted Accounting Pronouncements" } } }, "localname": "NewAccountingPronouncementsPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_NoncashInvestingAndFinancingItemsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Noncash Investing and Financing Items [Abstract]", "terseLabel": "NONCASH INVESTING AND FINANCING ACTIVITIES:" } } }, "localname": "NoncashInvestingAndFinancingItemsAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SupplementalCashFlowInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_NoncashOrPartNoncashAcquisitionNameDomain": { "auth_ref": [ "r96", "r97", "r98" ], "lang": { "en-US": { "role": { "documentation": "The name of the sale of an asset or business acquired through a noncash (or part noncash) transaction.", "label": "Noncash or Part Noncash Acquisition, Name [Domain]", "terseLabel": "Noncash or Part Noncash Acquisition, Name [Domain]" } } }, "localname": "NoncashOrPartNoncashAcquisitionNameDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SupplementalCashFlowInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_NoncashOrPartNoncashAcquisitionsByUniqueDescriptionAxis": { "auth_ref": [ "r96", "r97", "r98" ], "lang": { "en-US": { "role": { "documentation": "This table is organized by a unique description of the noncash or part noncash acquisition.", "label": "Noncash or Part Noncash Acquisitions by Unique Description [Axis]", "terseLabel": "Noncash or Part Noncash Acquisitions by Unique Description [Axis]" } } }, "localname": "NoncashOrPartNoncashAcquisitionsByUniqueDescriptionAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SupplementalCashFlowInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_NoncashOrPartNoncashAcquisitionsLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Noncash or Part Noncash Acquisitions [Line Items]", "terseLabel": "Noncash or Part Noncash Acquisitions [Line Items]" } } }, "localname": "NoncashOrPartNoncashAcquisitionsLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SupplementalCashFlowInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_NoncashOrPartNoncashAcquisitionsTable": { "auth_ref": [ "r96", "r97", "r98" ], "lang": { "en-US": { "role": { "documentation": "The process of acquiring assets or a business through noncash (or part noncash) transactions. Noncash is defined as information about all investing and financing activities of an enterprise during a period that affect recognized assets or liabilities but that do not result in cash receipts or cash payments in the period. \"Part noncash\" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.", "label": "Noncash or Part Noncash Acquisitions [Table]", "terseLabel": "Noncash or Part Noncash Acquisitions [Table]" } } }, "localname": "NoncashOrPartNoncashAcquisitionsTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SupplementalCashFlowInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_NoncashOrPartNoncashDivestitureAmountOfConsiderationReceived1": { "auth_ref": [ "r96", "r97", "r98" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of noncash consideration received for selling an asset or business through a noncash (or part noncash) transaction.", "label": "Noncash or Part Noncash Divestiture, Amount of Consideration Received", "terseLabel": "Liabilities assumed by buyer in connection with sale of golf course operating property" } } }, "localname": "NoncashOrPartNoncashDivestitureAmountOfConsiderationReceived1", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SupplementalCashFlowInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NoncontrollingInterestAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Noncontrolling Interest [Abstract]" } } }, "localname": "NoncontrollingInterestAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_NoncontrollingInterestMember": { "auth_ref": [ "r371" ], "lang": { "en-US": { "role": { "documentation": "This element represents that portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to the parent. A noncontrolling interest is sometimes called a minority interest.", "label": "Noncontrolling Interest [Member]", "terseLabel": "Noncontrolling Interests" } } }, "localname": "NoncontrollingInterestMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCapital" ], "xbrltype": "domainItemType" }, "us-gaap_NonrecurringAdjustmentAxis": { "auth_ref": [ "r353" ], "lang": { "en-US": { "role": { "documentation": "Information about material and nonrecurring adjustment directly attributable to the business combination(s) included in the reported pro forma revenue and earnings (supplemental pro forma information).", "label": "Nonrecurring Adjustment [Axis]", "terseLabel": "Nonrecurring Adjustment [Axis]" } } }, "localname": "NonrecurringAdjustmentAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_NonrecurringAdjustmentDomain": { "auth_ref": [ "r353" ], "lang": { "en-US": { "role": { "documentation": "Material, nonrecurring adjustment(s) allocated (included) to (in) reported pro forma revenue and earnings (supplemental pro forma information).", "label": "Nonrecurring Adjustment [Domain]", "terseLabel": "Nonrecurring Adjustment [Domain]" } } }, "localname": "NonrecurringAdjustmentDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_NotesPayable": { "auth_ref": [ "r18", "r460", "r481" ], "calculation": { "http://fivepoint.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Including the current and noncurrent portions, aggregate carrying amount of all types of notes payable, as of the balance sheet date, with initial maturities beyond one year or beyond the normal operating cycle, if longer.", "label": "Notes Payable", "terseLabel": "Notes payable, net" } } }, "localname": "NotesPayable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_NotesPayableFairValueDisclosure": { "auth_ref": [ "r33" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Fair value portion of notes payable.", "label": "Notes Payable, Fair Value Disclosure", "terseLabel": "Notes Payable, Fair Value Disclosure" } } }, "localname": "NotesPayableFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/FinancialInstrumentsAndFairValueMeasurementsAndDisclosuresNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NotesPayableOtherPayablesMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A written promise to pay a note to a third party.", "label": "Notes Payable, Other Payables [Member]", "terseLabel": "Notes Payable" } } }, "localname": "NotesPayableOtherPayablesMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails", "http://fivepoint.com/role/NotesPayableNetNarrativeDetails", "http://fivepoint.com/role/NotesPayableNetNotesPayableDetails" ], "xbrltype": "domainItemType" }, "us-gaap_NumberOfRealEstateProperties": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The number of real estate properties owned as of the balance sheet date.", "label": "Number of Real Estate Properties", "terseLabel": "Number of properties" } } }, "localname": "NumberOfRealEstateProperties", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "integerItemType" }, "us-gaap_OperatingIncomeLossMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Primary financial statement caption encompassing operating income (loss).", "label": "Operating Income (Loss) [Member]", "terseLabel": "Operating income" } } }, "localname": "OperatingIncomeLossMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_OperatingLeaseLiability": { "auth_ref": [ "r426" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease.", "label": "Operating Lease, Liability", "terseLabel": "Total lease liabilities" } } }, "localname": "OperatingLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesRecentlyIssuedAccountingPronouncementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseRightOfUseAsset": { "auth_ref": [ "r425" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of lessee's right to use underlying asset under operating lease.", "label": "Operating Lease, Right-of-Use Asset", "terseLabel": "Right-of-use assets" } } }, "localname": "OperatingLeaseRightOfUseAsset", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesRecentlyIssuedAccountingPronouncementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsDue": { "auth_ref": [ "r418", "r421" ], "calculation": { "http://fivepoint.com/role/CommitmentsAndContingenciesOperatingLeasesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of required minimum rental payments for leases having an initial or remaining non-cancelable letter-terms in excess of one year.", "label": "Operating Leases, Future Minimum Payments Due", "totalLabel": "Total" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsDue", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesOperatingLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsDueAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]", "terseLabel": "Rental Payments" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsDueAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesOperatingLeasesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsDueCurrent": { "auth_ref": [ "r418", "r421" ], "calculation": { "http://fivepoint.com/role/CommitmentsAndContingenciesOperatingLeasesDetails": { "order": 1.0, "parentTag": "us-gaap_OperatingLeasesFutureMinimumPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of required minimum rental payments for operating leases having an initial or remaining non-cancelable lease term in excess of one year due in the next fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Operating Leases, Future Minimum Payments Due, Next Twelve Months", "terseLabel": "2019" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsDueCurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesOperatingLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsDueInFiveYears": { "auth_ref": [ "r418", "r421" ], "calculation": { "http://fivepoint.com/role/CommitmentsAndContingenciesOperatingLeasesDetails": { "order": 5.0, "parentTag": "us-gaap_OperatingLeasesFutureMinimumPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of required minimum rental payments for operating leases having an initial or remaining non-cancelable lease term in excess of one year due in the fifth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Operating Leases, Future Minimum Payments, Due in Five Years", "terseLabel": "2023" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsDueInFiveYears", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesOperatingLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsDueInFourYears": { "auth_ref": [ "r418", "r421" ], "calculation": { "http://fivepoint.com/role/CommitmentsAndContingenciesOperatingLeasesDetails": { "order": 4.0, "parentTag": "us-gaap_OperatingLeasesFutureMinimumPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of required minimum rental payments for operating leases having an initial or remaining non-cancelable lease term in excess of one year due in the fourth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Operating Leases, Future Minimum Payments, Due in Four Years", "terseLabel": "2022" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsDueInFourYears", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesOperatingLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsDueInThreeYears": { "auth_ref": [ "r418", "r421" ], "calculation": { "http://fivepoint.com/role/CommitmentsAndContingenciesOperatingLeasesDetails": { "order": 3.0, "parentTag": "us-gaap_OperatingLeasesFutureMinimumPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of required minimum rental payments for operating leases having an initial or remaining non-cancelable lease term in excess of one year due in the third fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Operating Leases, Future Minimum Payments, Due in Three Years", "terseLabel": "2021" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsDueInThreeYears", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesOperatingLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsDueInTwoYears": { "auth_ref": [ "r418", "r421" ], "calculation": { "http://fivepoint.com/role/CommitmentsAndContingenciesOperatingLeasesDetails": { "order": 2.0, "parentTag": "us-gaap_OperatingLeasesFutureMinimumPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of required minimum rental payments for operating leases having an initial or remaining non-cancelable lease term in excess of one year due in the second fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Operating Leases, Future Minimum Payments, Due in Two Years", "terseLabel": "2020" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsDueInTwoYears", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesOperatingLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsDueThereafter": { "auth_ref": [ "r418", "r421" ], "calculation": { "http://fivepoint.com/role/CommitmentsAndContingenciesOperatingLeasesDetails": { "order": 6.0, "parentTag": "us-gaap_OperatingLeasesFutureMinimumPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of required minimum rental payments for operating leases having an initial or remaining non-cancelable lease term in excess of one year due after the fifth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Operating Leases, Future Minimum Payments, Due Thereafter", "terseLabel": "Thereafter" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsDueThereafter", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesOperatingLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsReceivable": { "auth_ref": [ "r423" ], "calculation": { "http://fivepoint.com/role/CommitmentsAndContingenciesOperatingLeasesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Future minimum rental payments in aggregate as of the balance sheet date under operating leases.", "label": "Operating Leases, Future Minimum Payments Receivable", "totalLabel": "Total" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsReceivable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesOperatingLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsReceivableAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Operating Leases, Future Minimum Payments Receivable [Abstract]", "terseLabel": "Rental Receipts" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsReceivableAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesOperatingLeasesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsReceivableCurrent": { "auth_ref": [ "r423" ], "calculation": { "http://fivepoint.com/role/CommitmentsAndContingenciesOperatingLeasesDetails": { "order": 1.0, "parentTag": "us-gaap_OperatingLeasesFutureMinimumPaymentsReceivable", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Future rental payments receivable within one year of the balance sheet date under an operating lease.", "label": "Operating Leases, Future Minimum Payments Receivable, Current", "terseLabel": "2019" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsReceivableCurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesOperatingLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsReceivableInFiveYears": { "auth_ref": [ "r423" ], "calculation": { "http://fivepoint.com/role/CommitmentsAndContingenciesOperatingLeasesDetails": { "order": 5.0, "parentTag": "us-gaap_OperatingLeasesFutureMinimumPaymentsReceivable", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Future rental payments receivable within the fifth year from the balance sheet date under an operating lease.", "label": "Operating Leases, Future Minimum Payments Receivable, in Five Years", "terseLabel": "2023" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsReceivableInFiveYears", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesOperatingLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsReceivableInFourYears": { "auth_ref": [ "r423" ], "calculation": { "http://fivepoint.com/role/CommitmentsAndContingenciesOperatingLeasesDetails": { "order": 4.0, "parentTag": "us-gaap_OperatingLeasesFutureMinimumPaymentsReceivable", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Future rental payments receivable within the fourth year from the balance sheet date under an operating lease.", "label": "Operating Leases, Future Minimum Payments Receivable, in Four Years", "terseLabel": "2022" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsReceivableInFourYears", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesOperatingLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsReceivableInThreeYears": { "auth_ref": [ "r423" ], "calculation": { "http://fivepoint.com/role/CommitmentsAndContingenciesOperatingLeasesDetails": { "order": 3.0, "parentTag": "us-gaap_OperatingLeasesFutureMinimumPaymentsReceivable", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Future rental payments receivable within the third year from the balance sheet date under an operating lease.", "label": "Operating Leases, Future Minimum Payments Receivable, in Three Years", "terseLabel": "2021" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsReceivableInThreeYears", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesOperatingLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsReceivableInTwoYears": { "auth_ref": [ "r423" ], "calculation": { "http://fivepoint.com/role/CommitmentsAndContingenciesOperatingLeasesDetails": { "order": 2.0, "parentTag": "us-gaap_OperatingLeasesFutureMinimumPaymentsReceivable", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Future rental payments receivable within the second year from the balance sheet date under an operating lease.", "label": "Operating Leases, Future Minimum Payments Receivable, in Two Years", "terseLabel": "2020" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsReceivableInTwoYears", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesOperatingLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsReceivableThereafter": { "auth_ref": [ "r423" ], "calculation": { "http://fivepoint.com/role/CommitmentsAndContingenciesOperatingLeasesDetails": { "order": 6.0, "parentTag": "us-gaap_OperatingLeasesFutureMinimumPaymentsReceivable", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Future minimum lease payments receivable under operating leases for periods greater than five years following the balance sheet date.", "label": "Operating Leases, Future Minimum Payments Receivable, Thereafter", "terseLabel": "Thereafter" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsReceivableThereafter", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesOperatingLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesIncomeStatementLeaseRevenue": { "auth_ref": [ "r419" ], "calculation": { "http://fivepoint.com/role/RevenueDisaggregationOfRevenueDetails": { "order": 2.0, "parentTag": "us-gaap_Revenues", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The total amount of revenue recognized for the period from operating leases, including minimum lease revenue, contingent revenue, percentage revenue and sublease revenue.", "label": "Operating Leases, Income Statement, Lease Revenue", "terseLabel": "Operating properties leasing revenues" } } }, "localname": "OperatingLeasesIncomeStatementLeaseRevenue", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RevenueDisaggregationOfRevenueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesRentExpenseNet": { "auth_ref": [ "r420" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Rental expense for the reporting period incurred under operating leases, including minimum and any contingent rent expense, net of related sublease income.", "label": "Operating Leases, Rent Expense, Net", "terseLabel": "Rent expense" } } }, "localname": "OperatingLeasesRentExpenseNet", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesOperatingLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLossCarryforwards": { "auth_ref": [ "r333" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of operating loss carryforward, before tax effects, available to reduce future taxable income under enacted tax laws.", "label": "Operating Loss Carryforwards", "terseLabel": "NOL carryforwards" } } }, "localname": "OperatingLossCarryforwards", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLossCarryforwardsLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Operating Loss Carryforwards [Line Items]", "terseLabel": "Operating Loss Carryforwards [Line Items]" } } }, "localname": "OperatingLossCarryforwardsLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingLossCarryforwardsTable": { "auth_ref": [ "r334" ], "lang": { "en-US": { "role": { "documentation": "Schedule reflecting pertinent information, such as tax authority, amounts, and expiration dates, of net operating loss carryforwards, including an assessment of the likelihood of utilization.", "label": "Operating Loss Carryforwards [Table]", "terseLabel": "Operating Loss Carryforwards [Table]" } } }, "localname": "OperatingLossCarryforwardsTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingSegmentsMember": { "auth_ref": [ "r160", "r171" ], "lang": { "en-US": { "role": { "documentation": "Identifies components of an entity that engage in business activities from which they may earn revenue and incur expenses, including transactions with other components of the same entity.", "label": "Operating Segments [Member]", "terseLabel": "Operating Segments" } } }, "localname": "OperatingSegmentsMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SegmentReportingRevenuesProfitLossAndAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Organization, Consolidation and Presentation of Financial Statements [Abstract]" } } }, "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock": { "auth_ref": [ "r6", "r396" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.", "label": "Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]", "terseLabel": "Business and Organization" } } }, "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganization" ], "xbrltype": "textBlockItemType" }, "us-gaap_OtherAssets": { "auth_ref": [ "r15", "r456", "r478" ], "calculation": { "http://fivepoint.com/role/ConsolidatedBalanceSheets": { "order": 9.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of assets classified as other.", "label": "Other Assets", "terseLabel": "OTHER ASSETS", "verboseLabel": "Other Assets" } } }, "localname": "OtherAssets", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedBalanceSheets", "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesCumulativeEffectFromAdoptionOfNewRevenueGuidanceDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherCapitalizedPropertyPlantAndEquipmentMember": { "auth_ref": [ "r208" ], "lang": { "en-US": { "role": { "documentation": "All other long term capitalized assets related to property plant and equipment not otherwise previously categorized.", "label": "Other Capitalized Property Plant and Equipment [Member]", "terseLabel": "Other" } } }, "localname": "OtherCapitalizedPropertyPlantAndEquipmentMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/PropertiesAndEquipmentNetDetails" ], "xbrltype": "domainItemType" }, "us-gaap_OtherCommitmentsAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Information by type of other commitment.", "label": "Other Commitments [Axis]", "terseLabel": "Other Commitments [Axis]" } } }, "localname": "OtherCommitmentsAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OtherCommitmentsDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Other future obligation.", "label": "Other Commitments [Domain]", "terseLabel": "Other Commitments [Domain]" } } }, "localname": "OtherCommitmentsDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_OtherComprehensiveIncomeLossBeforeTax": { "auth_ref": [ "r183" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfComprehensiveIncomeLoss": { "order": 1.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTax", "weight": 1.0 }, "http://fivepoint.com/role/EmployeeBenefitPlansNetPeriodicBenefitCostDetails": { "order": 2.0, "parentTag": "us-gaap_AmountRecognizedInNetPeriodicBenefitCostAndOtherComprehensiveIncomeLossBeforeTax", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount before tax, after reclassification adjustments of other comprehensive income (loss).", "label": "Other Comprehensive Income (Loss), before Tax", "negatedLabel": "Other comprehensive (loss) income before taxes", "totalLabel": "Other comprehensive (loss) income before taxes" } } }, "localname": "OtherComprehensiveIncomeLossBeforeTax", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfComprehensiveIncomeLoss", "http://fivepoint.com/role/EmployeeBenefitPlansNetPeriodicBenefitCostDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossBeforeTaxPeriodIncreaseDecreaseAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Other Comprehensive Income (Loss), before Tax [Abstract]", "terseLabel": "OTHER COMPREHENSIVE (LOSS) INCOME:" } } }, "localname": "OtherComprehensiveIncomeLossBeforeTaxPeriodIncreaseDecreaseAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfComprehensiveIncomeLoss" ], "xbrltype": "stringItemType" }, "us-gaap_OtherComprehensiveIncomeLossNetOfTax": { "auth_ref": [ "r54", "r57", "r59", "r233" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfComprehensiveIncomeLoss": { "order": 2.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount after tax and reclassification adjustments of other comprehensive income (loss).", "label": "Other Comprehensive Income (Loss), Net of Tax", "terseLabel": "Other comprehensive income\u2014net of tax", "totalLabel": "OTHER COMPREHENSIVE (LOSS) INCOME\u2014Net of tax" } } }, "localname": "OtherComprehensiveIncomeLossNetOfTax", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCapital", "http://fivepoint.com/role/ConsolidatedStatementsOfComprehensiveIncomeLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansNetUnamortizedGainLossArisingDuringPeriodBeforeTax": { "auth_ref": [ "r44", "r46", "r278" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfComprehensiveIncomeLoss": { "order": 1.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossBeforeTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount, before tax, of gain (loss) for (increase) decrease in value of benefit obligation for change in actuarial assumptions and increase (decrease) in value of plan assets from experience different from that assumed of defined benefit plan, that has not been recognized in net periodic benefit (cost) credit.", "label": "Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss) Arising During Period, before Tax", "negatedLabel": "Net actuarial loss (gain)", "terseLabel": "Net actuarial (loss) gain on defined benefit pension plan" } } }, "localname": "OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansNetUnamortizedGainLossArisingDuringPeriodBeforeTax", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfComprehensiveIncomeLoss", "http://fivepoint.com/role/EmployeeBenefitPlansNetPeriodicBenefitCostDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossReclassificationAdjustmentFromAOCIPensionAndOtherPostretirementBenefitPlansForNetGainLossBeforeTax": { "auth_ref": [ "r46", "r50", "r51", "r278" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfComprehensiveIncomeLoss": { "order": 2.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossBeforeTax", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount, before tax, of reclassification adjustment from accumulated other comprehensive income (loss) for gain (loss) of defined benefit plan.", "label": "Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss), Reclassification Adjustment from AOCI, before Tax", "negatedTerseLabel": "Reclassification of actuarial loss on defined benefit pension plan included in net (loss) income", "verboseLabel": "Amortization of net actuarial loss" } } }, "localname": "OtherComprehensiveIncomeLossReclassificationAdjustmentFromAOCIPensionAndOtherPostretirementBenefitPlansForNetGainLossBeforeTax", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfComprehensiveIncomeLoss", "http://fivepoint.com/role/EmployeeBenefitPlansNetPeriodicBenefitCostDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossTax": { "auth_ref": [ "r47", "r342", "r344" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfComprehensiveIncomeLoss": { "order": 2.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTax", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of tax expense (benefit) allocated to other comprehensive income (loss).", "label": "Other Comprehensive Income (Loss), Tax", "negatedLabel": "Other comprehensive income, tax", "negatedTerseLabel": "INCOME TAX (PROVISION) BENEFIT RELATED TO OTHER COMPREHENSIVE (LOSS) INCOME" } } }, "localname": "OtherComprehensiveIncomeLossTax", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCapitalParenthetical", "http://fivepoint.com/role/ConsolidatedStatementsOfComprehensiveIncomeLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherDepreciationAndAmortization": { "auth_ref": [ "r71", "r91", "r207" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of expense charged against earnings to allocate the cost of tangible and intangible assets over their remaining economic lives, classified as other.", "label": "Other Depreciation and Amortization", "terseLabel": "Depreciation and amortization" } } }, "localname": "OtherDepreciationAndAmortization", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SegmentReportingRevenuesProfitLossAndAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherIncome": { "auth_ref": [ "r495" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfOperations": { "order": 2.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of revenue and income classified as other.", "label": "Other Income", "totalLabel": "Total other income" } } }, "localname": "OtherIncome", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherIncomeDisclosureNonoperatingAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Other Income, Nonoperating [Abstract]", "terseLabel": "Total costs and expenses" } } }, "localname": "OtherIncomeDisclosureNonoperatingAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfOperations" ], "xbrltype": "stringItemType" }, "us-gaap_OtherLiabilitiesDisclosureAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Other Liabilities Disclosure [Abstract]" } } }, "localname": "OtherLiabilitiesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_OtherNonoperatingIncome": { "auth_ref": [ "r73" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfOperations": { "order": 3.0, "parentTag": "us-gaap_OtherIncome", "weight": 1.0 }, "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesMiscellaneousIncomeDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of income related to nonoperating activities, classified as other.", "label": "Other Nonoperating Income", "terseLabel": "Miscellaneous", "totalLabel": "Total miscellaneous other income" } } }, "localname": "OtherNonoperatingIncome", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfOperations", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesMiscellaneousIncomeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OverAllotmentOptionMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Right given to the underwriter to sell additional shares over the initial allotment.", "label": "Over-Allotment Option [Member]", "terseLabel": "Over-Allotment Option" } } }, "localname": "OverAllotmentOptionMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganizationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ParentMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Portion of equity, or net assets, in the consolidated entity attributable, directly or indirectly, to the parent. Excludes noncontrolling interests.", "label": "Parent [Member]", "terseLabel": "Total Members\u2019 Capital" } } }, "localname": "ParentMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AccumulatedOtherComprehensiveLossDetails", "http://fivepoint.com/role/ConsolidatedStatementsOfCapital" ], "xbrltype": "domainItemType" }, "us-gaap_PaymentsForProceedsFromBusinessesAndInterestInAffiliates": { "auth_ref": [ "r114" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows": { "order": 11.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The net cash outflow or inflow associated with the acquisition or sale of a business segment during the period.", "label": "Payments for (Proceeds from) Businesses and Interest in Affiliates", "negatedLabel": "Contribution to Gateway Commercial Venture", "terseLabel": "Capital contribution to Gateway Capital Venture" } } }, "localname": "PaymentsForProceedsFromBusinessesAndInterestInAffiliates", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows", "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsOfFinancingCosts": { "auth_ref": [ "r84" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The cash outflow for loan and debt issuance costs.", "label": "Payments of Financing Costs", "negatedTerseLabel": "Payment of financing costs" } } }, "localname": "PaymentsOfFinancingCosts", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsOfStockIssuanceCosts": { "auth_ref": [ "r84" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The cash outflow for cost incurred directly with the issuance of an equity security.", "label": "Payments of Stock Issuance Costs", "negatedTerseLabel": "Payment of equity offering costs" } } }, "localname": "PaymentsOfStockIssuanceCosts", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsRelatedToTaxWithholdingForShareBasedCompensation": { "auth_ref": [ "r82", "r299" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of cash outflow to satisfy an employee's income tax withholding obligation as part of a net-share settlement of a share-based award.", "label": "Payments Related to Tax Withholding for Share-based Compensation", "negatedTerseLabel": "Reacquisition of share-based compensation awards for tax-withholding purposes", "terseLabel": "Reacquisition of share-based compensation awards for tax-withholding purposes" } } }, "localname": "PaymentsRelatedToTaxWithholdingForShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows", "http://fivepoint.com/role/ShareBasedCompensationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireBusinessesGross": { "auth_ref": [ "r77", "r366" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The cash outflow associated with the acquisition of business during the period. The cash portion only of the acquisition price.", "label": "Payments to Acquire Businesses, Gross", "terseLabel": "Purchase price" } } }, "localname": "PaymentsToAcquireBusinessesGross", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireMarketableSecurities": { "auth_ref": [ "r180" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of cash outflow for purchase of marketable security.", "label": "Payments to Acquire Marketable Securities", "negatedTerseLabel": "Purchase of marketable securities" } } }, "localname": "PaymentsToAcquireMarketableSecurities", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquirePropertyPlantAndEquipment": { "auth_ref": [ "r78" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows": { "order": 10.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets.", "label": "Payments to Acquire Property, Plant, and Equipment", "negatedTerseLabel": "Purchase of properties and equipment" } } }, "localname": "PaymentsToAcquirePropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireRealEstate": { "auth_ref": [ "r78" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The cash outflow from the acquisition of a piece of land, anything permanently fixed to it, including buildings, structures on it and so forth; includes real estate intended to generate income for the owner; excludes real estate acquired for use by the owner.", "label": "Payments to Acquire Real Estate", "terseLabel": "Expenditures for long-lived assets" } } }, "localname": "PaymentsToAcquireRealEstate", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SegmentReportingRevenuesProfitLossAndAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PensionAndOtherPostretirementBenefitsDisclosureTextBlock": { "auth_ref": [ "r298" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for pension and other postretirement benefits.", "label": "Pension and Other Postretirement Benefits Disclosure [Text Block]", "terseLabel": "Employee Benefit Plans" } } }, "localname": "PensionAndOtherPostretirementBenefitsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlans" ], "xbrltype": "textBlockItemType" }, "us-gaap_PensionAndOtherPostretirementDefinedBenefitPlansLiabilitiesCurrentAndNoncurrent": { "auth_ref": [ "r259", "r268", "r459", "r480" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of liability, recognized in statement of financial position, for defined benefit pension and other postretirement plans.", "label": "Liability, Defined Benefit Plan", "terseLabel": "Amounts recognized in the consolidated balance sheet\u2014liability" } } }, "localname": "PensionAndOtherPostretirementDefinedBenefitPlansLiabilitiesCurrentAndNoncurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansChangeInBenefitObligationAndPlanAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PensionPlansDefinedBenefitMember": { "auth_ref": [ "r257", "r285", "r286", "r297" ], "lang": { "en-US": { "role": { "documentation": "Plan designed to provide participant with pension benefits. Includes, but is not limited to, defined benefit and defined contribution plans. Excludes other postretirement benefits.", "label": "Pension Plan [Member]", "terseLabel": "Retirement Plan" } } }, "localname": "PensionPlansDefinedBenefitMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansChangeInBenefitObligationAndPlanAssetsDetails", "http://fivepoint.com/role/EmployeeBenefitPlansExpectedFutureBenefitPaymentsDetails", "http://fivepoint.com/role/EmployeeBenefitPlansFairValueOfPlanAssetsByFundTypeDetails", "http://fivepoint.com/role/EmployeeBenefitPlansNarrativeDetails", "http://fivepoint.com/role/EmployeeBenefitPlansNetPeriodicBenefitCostDetails", "http://fivepoint.com/role/EmployeeBenefitPlansWeightedAverageAssumptionsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PlanAssetCategoriesDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Defined benefit plan asset investment.", "label": "Defined Benefit Plan, Plan Assets, Category [Domain]", "terseLabel": "Defined Benefit Plan, Plan Assets, Category [Domain]" } } }, "localname": "PlanAssetCategoriesDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansFairValueOfPlanAssetsByFundTypeDetails", "http://fivepoint.com/role/EmployeeBenefitPlansNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PledgedAssetsNotSeparatelyReportedOtherFinancialInstruments": { "auth_ref": [ "r440" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The carrying amount, as of the date of the latest financial statement presented, of other assets which are owned but transferred to serve as collateral for the payment of the related debt obligation, primarily a secured borrowing or repurchase agreement, and for which the transferee is not permitted to sell or re-pledge them to an unrelated party.", "label": "Pledged Assets, Not Separately Reported, Other", "terseLabel": "Restricted cash and certificates of deposit pledged as collateral" } } }, "localname": "PledgedAssetsNotSeparatelyReportedOtherFinancialInstruments", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PortionAtFairValueFairValueDisclosureMember": { "auth_ref": [ "r403" ], "lang": { "en-US": { "role": { "documentation": "Measured at fair value for financial reporting purposes.", "label": "Portion at Fair Value Measurement [Member]", "terseLabel": "Portion at Fair Value Measurement [Member]" } } }, "localname": "PortionAtFairValueFairValueDisclosureMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/FinancialInstrumentsAndFairValueMeasurementsAndDisclosuresNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PrepaidExpensesAndOtherCurrentAssetsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Primary financial statement caption encompassing prepaid expenses and other current assets.", "label": "Prepaid Expenses and Other Current Assets [Member]", "terseLabel": "Prepaid rent" } } }, "localname": "PrepaidExpensesAndOtherCurrentAssetsMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RelatedPartyTransactionsRelatedPartyAssetsAndLiabilitiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PrepaidRent": { "auth_ref": [ "r8", "r9", "r194", "r195" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of asset related to consideration paid in advance for rent that provides economic benefits within a future period of one year or the normal operating cycle, if longer.", "label": "Prepaid Rent", "terseLabel": "Prepaid rent" } } }, "localname": "PrepaidRent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PrivatePlacementMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A private placement is a direct offering of securities to a limited number of sophisticated investors such as insurance companies, pension funds, mezzanine funds, stock funds and trusts.", "label": "Private Placement [Member]", "terseLabel": "Private Placement" } } }, "localname": "PrivatePlacementMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganizationDetails", "http://fivepoint.com/role/ConsolidatedStatementsOfCapital" ], "xbrltype": "domainItemType" }, "us-gaap_ProceedsFromInsuranceSettlementInvestingActivities": { "auth_ref": [ "r76", "r86" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of cash inflow for proceeds from settlement of insurance claim, classified as investing activities. Excludes insurance settlement classified as operating activities.", "label": "Proceeds from Insurance Settlement, Investing Activities", "terseLabel": "Proceeds from insurance on damaged property" } } }, "localname": "ProceedsFromInsuranceSettlementInvestingActivities", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceInitialPublicOffering": { "auth_ref": [ "r79" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The cash inflow associated with the amount received from entity's first offering of stock to the public.", "label": "Proceeds from Issuance Initial Public Offering", "terseLabel": "Proceeds of Initial Public Offering of Class A common shares\u2014net of underwriting discounts of $18,402", "verboseLabel": "Proceeds of Initial Public Offering of Class A common shares" } } }, "localname": "ProceedsFromIssuanceInitialPublicOffering", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganizationDetails", "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfCommonStock": { "auth_ref": [ "r79" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The cash inflow from the additional capital contribution to the entity.", "label": "Proceeds from Issuance of Common Stock", "terseLabel": "Proceeds of Class B common share offering" } } }, "localname": "ProceedsFromIssuanceOfCommonStock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganizationDetails", "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfPrivatePlacement": { "auth_ref": [ "r79" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The cash inflow associated with the amount received from entity's raising of capital via private rather than public placement.", "label": "Proceeds from Issuance of Private Placement", "terseLabel": "Proceeds from private placement" } } }, "localname": "ProceedsFromIssuanceOfPrivatePlacement", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganizationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfSeniorLongTermDebt": { "auth_ref": [ "r80" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The cash inflow from a borrowing with the highest claim on the assets of the entity in case of bankruptcy or liquidation (with maturities initially due after one year or beyond the operating cycle, if longer).", "label": "Proceeds from Issuance of Senior Long-term Debt", "terseLabel": "Proceeds from senior notes offering" } } }, "localname": "ProceedsFromIssuanceOfSeniorLongTermDebt", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows", "http://fivepoint.com/role/NotesPayableNetNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromMinorityShareholders": { "auth_ref": [ "r81" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of cash inflow from a noncontrolling interest. Includes, but is not limited to, purchase of additional shares or other increase in noncontrolling interest ownership.", "label": "Proceeds from Noncontrolling Interests", "terseLabel": "Proceeds from issuance of Class A Common Units in private placement" } } }, "localname": "ProceedsFromMinorityShareholders", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromPartnershipContribution": { "auth_ref": [ "r81" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The cash inflow from the capital received in cash from a partner in a partnership during the period.", "label": "Proceeds from Partnership Contribution", "terseLabel": "Concurrent contribution payment" } } }, "localname": "ProceedsFromPartnershipContribution", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/NotesPayableNetNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromSaleAndMaturityOfMarketableSecurities": { "auth_ref": [], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The cash inflow associated with the aggregate amount received by the entity through sale or maturity of marketable securities (held-to-maturity or available-for-sale) during the period.", "label": "Proceeds from Sale and Maturity of Marketable Securities", "terseLabel": "Proceeds from the maturity of marketable securities" } } }, "localname": "ProceedsFromSaleAndMaturityOfMarketableSecurities", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromSaleOfLandHeldforinvestment": { "auth_ref": [ "r75" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The cash inflow from the sale of land held for investment; excludes sales of land held as inventory or productive use.", "label": "Proceeds from Sale of Land Held-for-investment", "terseLabel": "Proceeds from sale" } } }, "localname": "ProceedsFromSaleOfLandHeldforinvestment", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromSaleOfPropertyHeldForSale": { "auth_ref": [ "r75" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The cash inflow from the sale of formerly productive land held for sale, anything permanently fixed to it, including buildings, structures on it, and so forth.", "label": "Proceeds from Sale of Property Held-for-sale", "terseLabel": "Proceeds from sale of golf club operating properties" } } }, "localname": "ProceedsFromSaleOfPropertyHeldForSale", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProfitLoss": { "auth_ref": [ "r53", "r56", "r85", "r165", "r172", "r373", "r379", "r381", "r391", "r392" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://fivepoint.com/role/ConsolidatedStatementsOfComprehensiveIncomeLoss": { "order": 1.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0 }, "http://fivepoint.com/role/ConsolidatedStatementsOfOperations": { "order": 1.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.", "label": "Net Income (Loss), Including Portion Attributable to Noncontrolling Interest", "terseLabel": "Segment profit (loss)/net profit (loss)", "totalLabel": "NET (LOSS) INCOME", "verboseLabel": "Net income (loss)" } } }, "localname": "ProfitLoss", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCapital", "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows", "http://fivepoint.com/role/ConsolidatedStatementsOfComprehensiveIncomeLoss", "http://fivepoint.com/role/ConsolidatedStatementsOfOperations", "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails", "http://fivepoint.com/role/SegmentReportingRevenuesProfitLossAndAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Property, Plant and Equipment [Abstract]" } } }, "localname": "PropertyPlantAndEquipmentAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentByTypeAxis": { "auth_ref": [ "r30", "r210" ], "lang": { "en-US": { "role": { "documentation": "Information by type of long-lived, physical assets used to produce goods and services and not intended for resale.", "label": "Property, Plant and Equipment, Type [Axis]", "terseLabel": "Property, Plant and Equipment, Type [Axis]" } } }, "localname": "PropertyPlantAndEquipmentByTypeAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/PropertiesAndEquipmentNetDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesPropertiesAndEquipmentDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentDisclosureTextBlock": { "auth_ref": [ "r215" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, accounting policies and methodology, roll forwards, depreciation, depletion and amortization expense, including composite depreciation, accumulated depreciation, depletion and amortization expense, useful lives and method used, income statement disclosures, assets held for sale and public utility disclosures.", "label": "Property, Plant and Equipment Disclosure [Text Block]", "terseLabel": "Properties and Equipment, Net" } } }, "localname": "PropertyPlantAndEquipmentDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/PropertiesAndEquipmentNet" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentGross": { "auth_ref": [ "r29", "r208" ], "calculation": { "http://fivepoint.com/role/PropertiesAndEquipmentNetDetails": { "order": 1.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount before accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.", "label": "Property, Plant and Equipment, Gross", "terseLabel": "Total properties and equipment" } } }, "localname": "PropertyPlantAndEquipmentGross", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/PropertiesAndEquipmentNetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Property, Plant and Equipment [Line Items]", "terseLabel": "Property, Plant and Equipment [Line Items]" } } }, "localname": "PropertyPlantAndEquipmentLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/PropertiesAndEquipmentNetDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesPropertiesAndEquipmentDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentNet": { "auth_ref": [ "r13", "r14", "r210", "r486" ], "calculation": { "http://fivepoint.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_Assets", "weight": 1.0 }, "http://fivepoint.com/role/PropertiesAndEquipmentNetDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.", "label": "Property, Plant and Equipment, Net", "terseLabel": "PROPERTIES AND EQUIPMENT, NET", "totalLabel": "Properties and equipment, net" } } }, "localname": "PropertyPlantAndEquipmentNet", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedBalanceSheets", "http://fivepoint.com/role/PropertiesAndEquipmentNetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentPolicyTextBlock": { "auth_ref": [ "r28", "r102", "r210" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, basis of assets, depreciation and depletion methods used, including composite deprecation, estimated useful lives, capitalization policy, accounting treatment for costs incurred for repairs and maintenance, capitalized interest and the method it is calculated, disposals and impairments.", "label": "Property, Plant and Equipment, Policy [Policy Text Block]", "terseLabel": "Properties and Equipment" } } }, "localname": "PropertyPlantAndEquipmentPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentTextBlock": { "auth_ref": [ "r13", "r210" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property, Plant and Equipment [Table Text Block]", "terseLabel": "Schedule of Properties and Equipment" } } }, "localname": "PropertyPlantAndEquipmentTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/PropertiesAndEquipmentNetTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentTypeDomain": { "auth_ref": [ "r13", "r208" ], "lang": { "en-US": { "role": { "documentation": "Listing of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software.", "label": "Property, Plant and Equipment, Type [Domain]", "terseLabel": "Property, Plant and Equipment, Type [Domain]" } } }, "localname": "PropertyPlantAndEquipmentTypeDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/PropertiesAndEquipmentNetDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesPropertiesAndEquipmentDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PropertyPlantAndEquipmentUsefulLife": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Useful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment.", "label": "Property, Plant and Equipment, Useful Life", "terseLabel": "Estimated useful life (in years)" } } }, "localname": "PropertyPlantAndEquipmentUsefulLife", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesPropertiesAndEquipmentDetails" ], "xbrltype": "durationItemType" }, "us-gaap_PurchaseObligation": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Minimum amount of purchase arrangement in which the entity has agreed to expend funds to procure goods or services from a supplier.", "label": "Purchase Obligation", "terseLabel": "Aggregate annual minimum payments remaining" } } }, "localname": "PurchaseObligation", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PurchaseObligationDueInFifthYear": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Minimum amount of purchase arrangement maturing in the fifth fiscal year following the latest fiscal year. Includes, but not limited to, recorded and unrecorded purchase obligations, long-term purchase commitments, and short-term purchase commitments.", "label": "Purchase Obligation, Due in Fifth Year", "terseLabel": "2023" } } }, "localname": "PurchaseObligationDueInFifthYear", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PurchaseObligationDueInFourthYear": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Minimum amount of purchase arrangement maturing in the fourth fiscal year following the latest fiscal year. Includes, but not limited to, recorded and unrecorded purchase obligations, long-term purchase commitments, and short-term purchase commitments.", "label": "Purchase Obligation, Due in Fourth Year", "terseLabel": "2022" } } }, "localname": "PurchaseObligationDueInFourthYear", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PurchaseObligationDueInNextTwelveMonths": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Minimum amount of purchase arrangement maturing in the next fiscal year following the latest fiscal year. Includes, but not limited to, recorded and unrecorded purchase obligations, long-term purchase commitments, and short-term purchase commitments.", "label": "Purchase Obligation, Due in Next Twelve Months", "terseLabel": "2019" } } }, "localname": "PurchaseObligationDueInNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PurchaseObligationDueInSecondYear": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Minimum amount of purchase arrangement maturing in the second fiscal year following the latest fiscal year. Includes, but not limited to, recorded and unrecorded purchase obligations, long-term purchase commitments, and short-term purchase commitments.", "label": "Purchase Obligation, Due in Second Year", "terseLabel": "2020" } } }, "localname": "PurchaseObligationDueInSecondYear", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PurchaseObligationDueInThirdYear": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Minimum amount of purchase arrangement maturing in the third fiscal year following the latest fiscal year. Includes, but not limited to, recorded and unrecorded purchase obligations, long-term purchase commitments, and short-term purchase commitments.", "label": "Purchase Obligation, Due in Third Year", "terseLabel": "2021" } } }, "localname": "PurchaseObligationDueInThirdYear", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_QuarterlyFinancialInformationDisclosureAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Quarterly Financial Information Disclosure [Abstract]" } } }, "localname": "QuarterlyFinancialInformationDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_QuarterlyFinancialInformationTextBlock": { "auth_ref": [ "r144" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for quarterly financial data. Includes, but is not limited to, tabular presentation of financial information for fiscal quarters, effect of year-end adjustments, and an explanation of matters or transactions that affect comparability of the information.", "label": "Quarterly Financial Information [Text Block]", "terseLabel": "Quarterly Financial Information (Unaudited)" } } }, "localname": "QuarterlyFinancialInformationTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/QuarterlyFinancialInformationUnaudited" ], "xbrltype": "textBlockItemType" }, "us-gaap_RealEstateAccumulatedDepreciation": { "auth_ref": [ "r508" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of accumulated depreciation pertaining to real estate investments for entities with a substantial portion of business acquiring and holding investment real estate.", "label": "SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation", "periodEndLabel": "Balance at end of year", "periodStartLabel": "Balance at beginning of year", "terseLabel": "Accumulated Depreciation" } } }, "localname": "RealEstateAccumulatedDepreciation", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationReconciliationOfRealEstateAndAccumulatedDepreciationDetails", "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationScheduleOfRealEstateAndAccumulatedDepreciationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RealEstateAccumulatedDepreciationRealEstateSold": { "auth_ref": [ "r509" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of decrease to accumulated depreciation for real estate investments sold for entities with a substantial portion of business acquiring and holding investment real estate.", "label": "SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation, Investment in Real Estate Sold", "negatedTerseLabel": "Disposals" } } }, "localname": "RealEstateAccumulatedDepreciationRealEstateSold", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationReconciliationOfRealEstateAndAccumulatedDepreciationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfBuildingsAndImprovements": { "auth_ref": [ "r507" ], "calculation": { "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationScheduleOfRealEstateAndAccumulatedDepreciationDetails": { "order": 2.0, "parentTag": "us-gaap_RealEstateGrossAtCarryingValue", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount before accumulated depreciation of buildings and improvements for entities with a substantial portion of business acquiring and holding investment real estate. Excludes real estate not held as an investment or interest.", "label": "SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount", "totalLabel": "Gross Amounts at Which Carried at Close of Period, Buildings and Improvements" } } }, "localname": "RealEstateAndAccumulatedDepreciationCarryingAmountOfBuildingsAndImprovements", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationScheduleOfRealEstateAndAccumulatedDepreciationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfLand": { "auth_ref": [ "r507" ], "calculation": { "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationScheduleOfRealEstateAndAccumulatedDepreciationDetails": { "order": 1.0, "parentTag": "us-gaap_RealEstateGrossAtCarryingValue", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of land for entities with a substantial portion of business acquiring and holding investment real estate. Excludes real estate not held as an investment or interest.", "label": "SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation, Land, Amount", "totalLabel": "Gross Amounts at Which Carried at Close of Period, Land" } } }, "localname": "RealEstateAndAccumulatedDepreciationCarryingAmountOfLand", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationScheduleOfRealEstateAndAccumulatedDepreciationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfLandAndBuildingsAndImprovementsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Gross [Abstract]", "terseLabel": "Gross Amounts at Which Carried at Close of Period" } } }, "localname": "RealEstateAndAccumulatedDepreciationCarryingAmountOfLandAndBuildingsAndImprovementsAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationScheduleOfRealEstateAndAccumulatedDepreciationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RealEstateAndAccumulatedDepreciationInitialCostAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation, Initial Cost [Abstract]", "terseLabel": "Initial Cost" } } }, "localname": "RealEstateAndAccumulatedDepreciationInitialCostAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationScheduleOfRealEstateAndAccumulatedDepreciationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfBuildingsAndImprovements": { "auth_ref": [ "r505" ], "calculation": { "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationScheduleOfRealEstateAndAccumulatedDepreciationDetails": { "order": 2.0, "parentTag": "us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfBuildingsAndImprovements", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Initial cost of buildings and improvements for entities with a substantial portion of business acquiring and holding investment real estate. Excludes real estate not held as an investment or interest.", "label": "SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation, Initial Cost of Building and Improvements", "terseLabel": "Initial Cost, Buildings and Improvements" } } }, "localname": "RealEstateAndAccumulatedDepreciationInitialCostOfBuildingsAndImprovements", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationScheduleOfRealEstateAndAccumulatedDepreciationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfLand": { "auth_ref": [ "r505" ], "calculation": { "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationScheduleOfRealEstateAndAccumulatedDepreciationDetails": { "order": 2.0, "parentTag": "us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfLand", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Initial cost of land for entities with a substantial portion of business acquiring and holding investment real estate. Excludes real estate not held as an investment or interest.", "label": "SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation, Initial Cost of Land", "terseLabel": "Initial Cost, Land" } } }, "localname": "RealEstateAndAccumulatedDepreciationInitialCostOfLand", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationScheduleOfRealEstateAndAccumulatedDepreciationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RealEstateCostOfRealEstateSold": { "auth_ref": [ "r509" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of real estate investments sold for entities with a substantial portion of business acquiring and holding investment real estate.", "label": "SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Cost of Investment in Real Estate Sold", "negatedTerseLabel": "Cost of real estate sold" } } }, "localname": "RealEstateCostOfRealEstateSold", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationReconciliationOfRealEstateAndAccumulatedDepreciationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RealEstateGrossAtCarryingValue": { "auth_ref": [ "r507" ], "calculation": { "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationScheduleOfRealEstateAndAccumulatedDepreciationDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount, before accumulated depreciation, of real estate investment by entity with substantial portion of business acquiring and holding investment real estate or interest in real estate. Excludes real estate not held as investment or interest.", "label": "SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Gross", "periodEndLabel": "Balance at end of year", "periodStartLabel": "Balance at beginning of year", "totalLabel": "Gross Amounts at Which Carried at Close of Period, Total" } } }, "localname": "RealEstateGrossAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationReconciliationOfRealEstateAndAccumulatedDepreciationDetails", "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationScheduleOfRealEstateAndAccumulatedDepreciationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RealEstateHeldForDevelopmentAndSalePolicy": { "auth_ref": [ "r102", "r503" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for real estate held for development or sale.", "label": "Real Estate Held for Development and Sale, Policy [Policy Text Block]", "terseLabel": "Held for sale classification" } } }, "localname": "RealEstateHeldForDevelopmentAndSalePolicy", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_RealEstateOtherMember": { "auth_ref": [ "r252" ], "lang": { "en-US": { "role": { "documentation": "Property consisting of land, land improvement and buildings, classified as other.", "label": "Real Estate, Other [Member]", "terseLabel": "Operating properties" } } }, "localname": "RealEstateOtherMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfOperations", "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ReceivablesPolicyTextBlock": { "auth_ref": [ "r22", "r25", "r102", "r178", "r179", "r485" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for trade and other accounts receivable, and finance, loan and lease receivables, including those classified as held for investment and held for sale. This disclosure may include (1) the basis at which such receivables are carried in the entity's statements of financial position (2) how the level of the valuation allowance for receivables is determined (3) when impairments, charge-offs or recoveries are recognized for such receivables (4) the treatment of origination fees and costs, including the amortization method for net deferred fees or costs (5) the treatment of any premiums or discounts or unearned income (6) the entity's income recognition policies for such receivables, including those that are impaired, past due or placed on nonaccrual status and (7) the treatment of foreclosures or repossessions (8) the nature and amount of any guarantees to repurchase receivables.", "label": "Receivables, Policy [Policy Text Block]", "terseLabel": "Receivables" } } }, "localname": "ReceivablesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ReclassificationFromAccumulatedOtherComprehensiveIncomeCurrentPeriodNetOfTax": { "auth_ref": [ "r49", "r52", "r59" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount after tax of reclassification adjustments of other comprehensive income (loss).", "label": "Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax", "terseLabel": "Reclassifications from accumulated other comprehensive loss" } } }, "localname": "ReclassificationFromAccumulatedOtherComprehensiveIncomeCurrentPeriodNetOfTax", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AccumulatedOtherComprehensiveLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ReclassificationOutOfAccumulatedOtherComprehensiveIncomeAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Information by item reclassified out of accumulated other comprehensive income (loss).", "label": "Reclassification out of Accumulated Other Comprehensive Income [Axis]", "terseLabel": "Reclassification out of Accumulated Other Comprehensive Income [Axis]" } } }, "localname": "ReclassificationOutOfAccumulatedOtherComprehensiveIncomeAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AccumulatedOtherComprehensiveLossDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ReclassificationOutOfAccumulatedOtherComprehensiveIncomeDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Item reclassified out of accumulated other comprehensive income (loss).", "label": "Reclassification out of Accumulated Other Comprehensive Income [Domain]", "terseLabel": "Reclassification out of Accumulated Other Comprehensive Income [Domain]" } } }, "localname": "ReclassificationOutOfAccumulatedOtherComprehensiveIncomeDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AccumulatedOtherComprehensiveLossDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Identifies item reclassified out of accumulated other comprehensive income (loss).", "label": "Reclassification out of Accumulated Other Comprehensive Income [Member]", "terseLabel": "Reclassification out of Accumulated Other Comprehensive Income" } } }, "localname": "ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AccumulatedOtherComprehensiveLossDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ReconciliationOfCarryingAmountOfRealEstateInvestmentsRollForward": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate [Roll Forward]", "terseLabel": "Reconciliation of Real Estate" } } }, "localname": "ReconciliationOfCarryingAmountOfRealEstateInvestmentsRollForward", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationReconciliationOfRealEstateAndAccumulatedDepreciationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ReconciliationOfRealEstateAccumulatedDepreciationRollForward": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation [Roll Forward]", "terseLabel": "Reconciliation of Accumulated Depreciation" } } }, "localname": "ReconciliationOfRealEstateAccumulatedDepreciationRollForward", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationReconciliationOfRealEstateAndAccumulatedDepreciationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyDomain": { "auth_ref": [ "r436" ], "lang": { "en-US": { "role": { "documentation": "Related parties include affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.", "label": "Related Party [Domain]", "terseLabel": "Related Party [Domain]" } } }, "localname": "RelatedPartyDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails", "http://fivepoint.com/role/BusinessAndOrganizationDetails", "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails", "http://fivepoint.com/role/ConsolidatedStatementsOfOperations", "http://fivepoint.com/role/NoncontrollingInterestsDetails", "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails", "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RelatedPartyTransactionAxis": { "auth_ref": [ "r284", "r431", "r432" ], "lang": { "en-US": { "role": { "documentation": "Information by type of related party transaction.", "label": "Related Party Transaction [Axis]", "terseLabel": "Related Party Transaction [Axis]" } } }, "localname": "RelatedPartyTransactionAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails", "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails", "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails", "http://fivepoint.com/role/RelatedPartyTransactionsRelatedPartyAssetsAndLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Transaction between related party.", "label": "Related Party Transaction [Domain]", "terseLabel": "Related Party Transaction [Domain]" } } }, "localname": "RelatedPartyTransactionDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails", "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails", "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails", "http://fivepoint.com/role/RelatedPartyTransactionsRelatedPartyAssetsAndLiabilitiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty": { "auth_ref": [ "r429" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Expenses recognized resulting from transactions (excluding transactions that are eliminated in consolidated or combined financial statements) with related party.", "label": "Related Party Transaction, Expenses from Transactions with Related Party", "terseLabel": "Costs incurred for office space licensing and transaction services" } } }, "localname": "RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RelatedPartyTransactionLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Related Party Transaction [Line Items]", "terseLabel": "Related Party Transaction [Line Items]" } } }, "localname": "RelatedPartyTransactionLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails", "http://fivepoint.com/role/RelatedPartyTransactionsRelatedPartyAssetsAndLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionRate": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Identify the stated interest rate per the agreement, for example, leasing and debt arrangements between related parties.", "label": "Related Party Transaction, Rate", "terseLabel": "Weighted average interest rate" } } }, "localname": "RelatedPartyTransactionRate", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_RelatedPartyTransactionsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Related Party Transactions [Abstract]" } } }, "localname": "RelatedPartyTransactionsAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionsByRelatedPartyAxis": { "auth_ref": [ "r284", "r431", "r432", "r442", "r443", "r444", "r445", "r446", "r447", "r448", "r449", "r450", "r451", "r452", "r453" ], "lang": { "en-US": { "role": { "documentation": "Information by type of related party. Related parties include, but not limited to, affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.", "label": "Related Party [Axis]", "terseLabel": "Related Party [Axis]" } } }, "localname": "RelatedPartyTransactionsByRelatedPartyAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails", "http://fivepoint.com/role/BusinessAndOrganizationDetails", "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails", "http://fivepoint.com/role/ConsolidatedStatementsOfOperations", "http://fivepoint.com/role/NoncontrollingInterestsDetails", "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails", "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionsDisclosureTextBlock": { "auth_ref": [ "r436" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.", "label": "Related Party Transactions Disclosure [Text Block]", "terseLabel": "Related Party Transactions" } } }, "localname": "RelatedPartyTransactionsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RelatedPartyTransactions" ], "xbrltype": "textBlockItemType" }, "us-gaap_RepaymentsOfLongTermDebt": { "auth_ref": [ "r83" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The cash outflow for debt initially having maturity due after one year or beyond the normal operating cycle, if longer.", "label": "Repayments of Long-term Debt", "negatedTerseLabel": "Principal payment on settlement note" } } }, "localname": "RepaymentsOfLongTermDebt", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestrictedCashAndInvestments": { "auth_ref": [], "calculation": { "http://fivepoint.com/role/ConsolidatedBalanceSheets": { "order": 7.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Cash and investments whose use in whole or in part is restricted for the long-term, generally by contractual agreements or regulatory requirements. For use in an unclassified balance sheet.", "label": "Restricted Cash and Investments", "terseLabel": "RESTRICTED CASH AND CERTIFICATES OF DEPOSIT", "verboseLabel": "Restricted cash and certificates of deposit" } } }, "localname": "RestrictedCashAndInvestments", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedBalanceSheets", "http://fivepoint.com/role/SupplementalCashFlowInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestrictedStockMember": { "auth_ref": [ "r135" ], "lang": { "en-US": { "role": { "documentation": "Stock including a provision that prohibits sale or substantive sale of an equity instrument for a specified period of time or until specified performance conditions are met.", "label": "Restricted Stock [Member]", "terseLabel": "Restricted Stock" } } }, "localname": "RestrictedStockMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EarningsPerShareScheduleOfEarningsPerShareDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RestrictedStockUnitsRSUMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Share instrument which is convertible to stock or an equivalent amount of cash, after a specified period of time or when specified performance conditions are met.", "label": "Restricted Stock Units (RSUs) [Member]", "terseLabel": "Restricted Stock Units (RSUs)" } } }, "localname": "RestrictedStockUnitsRSUMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EarningsPerShareScheduleOfEarningsPerShareDetails", "http://fivepoint.com/role/ShareBasedCompensationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RetainedEarningsAccumulatedDeficit": { "auth_ref": [ "r23", "r240", "r482" ], "calculation": { "http://fivepoint.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_MembersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings (Accumulated Deficit)", "terseLabel": "Retained earnings" } } }, "localname": "RetainedEarningsAccumulatedDeficit", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedBalanceSheets", "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesCumulativeEffectFromAdoptionOfNewRevenueGuidanceDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RetainedEarningsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings [Member]", "terseLabel": "Retained Earnings (Accumulated Deficit)" } } }, "localname": "RetainedEarningsMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCapital" ], "xbrltype": "domainItemType" }, "us-gaap_RetirementPlanTypeAxis": { "auth_ref": [ "r257", "r258", "r285", "r286", "r297" ], "lang": { "en-US": { "role": { "documentation": "Information by type of retirement benefit plan. Includes, but is not limited to, retirement benefit arrangement for defined benefit pension and other postretirement plans, retirement benefit arrangement for defined contribution pension and other postretirement plans, and special and contractual termination benefits payable upon retirement.", "label": "Retirement Plan Type [Axis]", "terseLabel": "Retirement Plan Type [Axis]" } } }, "localname": "RetirementPlanTypeAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansChangeInBenefitObligationAndPlanAssetsDetails", "http://fivepoint.com/role/EmployeeBenefitPlansExpectedFutureBenefitPaymentsDetails", "http://fivepoint.com/role/EmployeeBenefitPlansFairValueOfPlanAssetsByFundTypeDetails", "http://fivepoint.com/role/EmployeeBenefitPlansNarrativeDetails", "http://fivepoint.com/role/EmployeeBenefitPlansNetPeriodicBenefitCostDetails", "http://fivepoint.com/role/EmployeeBenefitPlansWeightedAverageAssumptionsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RetirementPlanTypeDomain": { "auth_ref": [ "r257", "r258", "r285", "r286", "r297" ], "lang": { "en-US": { "role": { "documentation": "Type of plan designed to provide participants with retirement benefits. Includes, but is not limited to, retirement benefit arrangement for defined benefit pension and other postretirement plans, retirement benefit arrangement for defined contribution pension and other postretirement plans, and special and contractual termination benefits payable upon retirement.", "label": "Retirement Plan Type [Domain]", "terseLabel": "Retirement Plan Type [Domain]" } } }, "localname": "RetirementPlanTypeDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansChangeInBenefitObligationAndPlanAssetsDetails", "http://fivepoint.com/role/EmployeeBenefitPlansExpectedFutureBenefitPaymentsDetails", "http://fivepoint.com/role/EmployeeBenefitPlansFairValueOfPlanAssetsByFundTypeDetails", "http://fivepoint.com/role/EmployeeBenefitPlansNarrativeDetails", "http://fivepoint.com/role/EmployeeBenefitPlansNetPeriodicBenefitCostDetails", "http://fivepoint.com/role/EmployeeBenefitPlansWeightedAverageAssumptionsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RevenueFromContractWithCustomerAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Revenue from Contract with Customer [Abstract]" } } }, "localname": "RevenueFromContractWithCustomerAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_RevenueFromContractWithCustomerExcludingAssessedTax": { "auth_ref": [ "r246", "r249", "r250" ], "calculation": { "http://fivepoint.com/role/RevenueDisaggregationOfRevenueDetails": { "order": 1.0, "parentTag": "us-gaap_Revenues", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.", "label": "Revenue from Contract with Customer, Excluding Assessed Tax", "terseLabel": "Revenue from customers" } } }, "localname": "RevenueFromContractWithCustomerExcludingAssessedTax", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfOperations", "http://fivepoint.com/role/RevenueDisaggregationOfRevenueDetails", "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RevenueFromContractWithCustomerPolicyTextBlock": { "auth_ref": [ "r103", "r256" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for revenue from contract with customer.", "label": "Revenue from Contract with Customer [Policy Text Block]", "terseLabel": "Revenue Recognition" } } }, "localname": "RevenueFromContractWithCustomerPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_RevenueFromContractWithCustomerTextBlock": { "auth_ref": [ "r117", "r256" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.", "label": "Revenue from Contract with Customer [Text Block]", "terseLabel": "Revenues" } } }, "localname": "RevenueFromContractWithCustomerTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/Revenue" ], "xbrltype": "textBlockItemType" }, "us-gaap_RevenueFromRelatedParties": { "auth_ref": [ "r66", "r501" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of revenue, fees and commissions earned from transactions between (a) a parent company and its subsidiaries; (b) subsidiaries of a common parent; (c) an entity and trusts for the benefit of employees, for example, but not limited to, pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management; (d) an entity and its principal, owners, management, or members of their immediate families; and (e) affiliates.", "label": "Revenue from Related Parties", "terseLabel": "Revenue from related parties" } } }, "localname": "RevenueFromRelatedParties", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RevenueInitialApplicationPeriodCumulativeEffectTransitionLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Revenue, Initial Application Period Cumulative Effect Transition [Line Items]", "terseLabel": "Revenue, Initial Application Period Cumulative Effect Transition [Line Items]" } } }, "localname": "RevenueInitialApplicationPeriodCumulativeEffectTransitionLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RevenueInitialApplicationPeriodCumulativeEffectTransitionTable": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Disclosure of information when using transition method for cumulative effect in initial period of application for revenue from contract with customer.", "label": "Revenue, Initial Application Period Cumulative Effect Transition [Table]", "terseLabel": "Revenue, Initial Application Period Cumulative Effect Transition [Table]" } } }, "localname": "RevenueInitialApplicationPeriodCumulativeEffectTransitionTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RevenueRemainingPerformanceObligation": { "auth_ref": [ "r248" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of transaction price allocated to performance obligation that has not been recognized as revenue.", "label": "Revenue, Remaining Performance Obligation, Amount", "terseLabel": "Revenue, remaining performance obligation, amount" } } }, "localname": "RevenueRemainingPerformanceObligation", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RevenueAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_Revenues": { "auth_ref": [ "r67", "r159", "r160", "r170" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfOperations": { "order": 4.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 }, "http://fivepoint.com/role/RevenueDisaggregationOfRevenueDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).", "label": "Revenues", "terseLabel": "Revenues", "totalLabel": "Revenues" } } }, "localname": "Revenues", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfOperations", "http://fivepoint.com/role/QuarterlyFinancialInformationUnauditedDetails", "http://fivepoint.com/role/RevenueDisaggregationOfRevenueDetails", "http://fivepoint.com/role/SegmentReportingNarrativeDetails", "http://fivepoint.com/role/SegmentReportingRevenuesProfitLossAndAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RevenuesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Revenues [Abstract]", "terseLabel": "REVENUES:" } } }, "localname": "RevenuesAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfOperations", "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RevolvingCreditFacilityMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Arrangement in which loan proceeds can continuously be obtained following repayments, but the total amount borrowed cannot exceed a specified maximum amount.", "label": "Revolving Credit Facility [Member]", "terseLabel": "Revolving Credit Facility" } } }, "localname": "RevolvingCreditFacilityMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/NotesPayableNetNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SECScheduleIIIRealEstateAndAccumulatedDepreciationCostsCapitalizedSubsequentToAcquisitionAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation, Cost Capitalized Subsequent to Acquisition [Abstract]", "terseLabel": "Costs Capitalized Subsequent to Acquisition" } } }, "localname": "SECScheduleIIIRealEstateAndAccumulatedDepreciationCostsCapitalizedSubsequentToAcquisitionAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationScheduleOfRealEstateAndAccumulatedDepreciationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SECScheduleIIIRealEstateAndAccumulatedDepreciationCostsCapitalizedSubsequentToAcquisitionBuildingsAndImprovements": { "auth_ref": [ "r506" ], "calculation": { "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationScheduleOfRealEstateAndAccumulatedDepreciationDetails": { "order": 1.0, "parentTag": "us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfBuildingsAndImprovements", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of building and improvement costs capitalized since acquisition for entities with a substantial portion of business acquiring and holding investment real estate. Excludes real estate not held as an investment or interest.", "label": "SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation, Cost Capitalized Subsequent to Acquisition, Building and Improvements", "terseLabel": "Costs Capitalized Subsequent to Acquisition, Buildings and Improvements" } } }, "localname": "SECScheduleIIIRealEstateAndAccumulatedDepreciationCostsCapitalizedSubsequentToAcquisitionBuildingsAndImprovements", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationScheduleOfRealEstateAndAccumulatedDepreciationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SECScheduleIIIRealEstateAndAccumulatedDepreciationCostsCapitalizedSubsequentToAcquisitionLand": { "auth_ref": [ "r506" ], "calculation": { "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationScheduleOfRealEstateAndAccumulatedDepreciationDetails": { "order": 1.0, "parentTag": "us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfLand", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of land costs capitalized since acquisition for entities with a substantial portion of business acquiring and holding investment real estate. Excludes real estate not held as an investment or interest.", "label": "SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation, Cost Capitalized Subsequent to Acquisition, Land", "terseLabel": "Costs Capitalized Subsequent to Acquisition, Land" } } }, "localname": "SECScheduleIIIRealEstateAndAccumulatedDepreciationCostsCapitalizedSubsequentToAcquisitionLand", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ScheduleIiirealEstateAndAccumulatedDepreciationScheduleOfRealEstateAndAccumulatedDepreciationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SaleOfStockNameOfTransactionDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Sale of the entity's stock, including, but not limited to, initial public offering (IPO) and private placement.", "label": "Sale of Stock [Domain]", "terseLabel": "Sale of Stock [Domain]" } } }, "localname": "SaleOfStockNameOfTransactionDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganizationDetails", "http://fivepoint.com/role/ConsolidatedStatementsOfCapital", "http://fivepoint.com/role/ConsolidatedStatementsOfCapitalParenthetical" ], "xbrltype": "domainItemType" }, "us-gaap_SaleOfStockNumberOfSharesIssuedInTransaction": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The number of shares issued or sold by the subsidiary or equity method investee per stock transaction.", "label": "Sale of Stock, Number of Shares Issued in Transaction", "verboseLabel": "Stock issued (in shares)" } } }, "localname": "SaleOfStockNumberOfSharesIssuedInTransaction", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganizationDetails", "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails", "http://fivepoint.com/role/EarningsPerShareNarrativeDetails", "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_SaleOfStockPricePerShare": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Per share amount received by subsidiary or equity investee for each share of common stock issued or sold in the stock transaction.", "label": "Sale of Stock, Price Per Share", "terseLabel": "Price per share sold (in usd per share)" } } }, "localname": "SaleOfStockPricePerShare", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganizationDetails", "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_SalesRevenueNetMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Revenue from sale of goods and services rendered, in the normal course of business, after sales returns and allowances, and sales discounts, when it serves as a benchmark in a concentration of risk calculation.", "label": "Sales Revenue, Net [Member]", "terseLabel": "Revenue" } } }, "localname": "SalesRevenueNetMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SegmentReportingNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ScheduleOfAllocationOfPlanAssetsTableTextBlock": { "auth_ref": [ "r269" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the major categories of plan assets of pension plans and/or other employee benefit plans. This information may include, but is not limited to, the target allocation of plan assets, the fair value of each major category of plan assets, and the level within the fair value hierarchy in which the fair value measurements fall.", "label": "Schedule of Allocation of Plan Assets [Table Text Block]", "terseLabel": "Schedule of Retirement Plan's Assets at Fair Value" } } }, "localname": "ScheduleOfAllocationOfPlanAssetsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTable": { "auth_ref": [ "r135" ], "lang": { "en-US": { "role": { "documentation": "Schedule for securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) in the future that were not included in the computation of diluted EPS because to do so would increase EPS amounts or decrease loss per share amounts for the period presented, by Antidilutive Securities.", "label": "Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table]", "terseLabel": "Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table]" } } }, "localname": "ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EarningsPerShareNarrativeDetails", "http://fivepoint.com/role/EarningsPerShareScheduleOfEarningsPerShareDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfAssumptionsUsedTableTextBlock": { "auth_ref": [ "r281" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the assumptions used to determine for pension plans and/or other employee benefit plans the benefit obligation and net benefit cost, including assumed discount rates, rate increase in compensation increase, and expected long-term rates of return on plan assets.", "label": "Schedule of Assumptions Used [Table Text Block]", "terseLabel": "Schedule of Weighted-Average Assumptions" } } }, "localname": "ScheduleOfAssumptionsUsedTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionTable": { "auth_ref": [ "r354", "r355" ], "lang": { "en-US": { "role": { "documentation": "Schedule reflecting each material business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities.", "label": "Schedule of Business Acquisitions, by Acquisition [Table]", "terseLabel": "Schedule of Business Acquisitions, by Acquisition [Table]" } } }, "localname": "ScheduleOfBusinessAcquisitionsByAcquisitionTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsAssetsAcquiredAndLiabilitiesAssumedDetails", "http://fivepoint.com/role/AcquisitionsAndDisposalsConsiderationTransferredDetails", "http://fivepoint.com/role/AcquisitionsAndDisposalsNarrativeDetails", "http://fivepoint.com/role/AcquisitionsAndDisposalsProFormaInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock": { "auth_ref": [ "r354", "r355" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts.", "label": "Schedule of Business Acquisitions, by Acquisition [Table Text Block]", "terseLabel": "Schedule of Business Acquisitions, by Acquisition" } } }, "localname": "ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfCashFlowSupplementalDisclosuresTableTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of supplemental cash flow information for the periods presented.", "label": "Schedule of Cash Flow, Supplemental Disclosures [Table Text Block]", "terseLabel": "Schedule of Supplemental Cash Flow Information" } } }, "localname": "ScheduleOfCashFlowSupplementalDisclosuresTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SupplementalCashFlowInformationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock": { "auth_ref": [ "r339" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years.", "label": "Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]", "terseLabel": "Schedule of Components of Income Tax Expense (Benefit)" } } }, "localname": "ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDebtInstrumentsTextBlock": { "auth_ref": [ "r36", "r110", "r234", "r237", "r238", "r239", "r414", "r415", "r417", "r474" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.", "label": "Schedule of Long-term Debt Instruments [Table Text Block]", "terseLabel": "Schedule of Long-term Debt Instruments" } } }, "localname": "ScheduleOfDebtInstrumentsTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/NotesPayableNetTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock": { "auth_ref": [ "r331" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets.", "label": "Schedule of Deferred Tax Assets and Liabilities [Table Text Block]", "terseLabel": "Schedule of Deferred Tax Assets and Liabilities" } } }, "localname": "ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDefinedBenefitPlansDisclosuresTable": { "auth_ref": [ "r285", "r286", "r287", "r288", "r294" ], "lang": { "en-US": { "role": { "documentation": "Disclosures about an individual defined benefit pension plan or an other postretirement defined benefit plan. It may be appropriate to group certain similar plans. Also includes schedule for fair value of plan assets by major categories of plan assets by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets or liabilities (Level 1), Significant other observable inputs (Level 2), and significant unobservable inputs (Level 3).", "label": "Schedule of Defined Benefit Plans Disclosures [Table]", "terseLabel": "Schedule of Defined Benefit Plans Disclosures [Table]" } } }, "localname": "ScheduleOfDefinedBenefitPlansDisclosuresTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansChangeInBenefitObligationAndPlanAssetsDetails", "http://fivepoint.com/role/EmployeeBenefitPlansExpectedFutureBenefitPaymentsDetails", "http://fivepoint.com/role/EmployeeBenefitPlansFairValueOfPlanAssetsByFundTypeDetails", "http://fivepoint.com/role/EmployeeBenefitPlansNarrativeDetails", "http://fivepoint.com/role/EmployeeBenefitPlansNetPeriodicBenefitCostDetails", "http://fivepoint.com/role/EmployeeBenefitPlansWeightedAverageAssumptionsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock": { "auth_ref": [ "r136" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations.", "label": "Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]", "terseLabel": "Schedule of Earnings Per Share, Basic and Diluted" } } }, "localname": "ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EarningsPerShareTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEarningsPerShareDilutedByCommonClassTable": { "auth_ref": [ "r70", "r128", "r129", "r130", "r134", "r137" ], "lang": { "en-US": { "role": { "documentation": "Complete disclosure pertaining to an entity's diluted earnings per share.", "label": "Schedule of Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Table]", "terseLabel": "Schedule of Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Table]" } } }, "localname": "ScheduleOfEarningsPerShareDilutedByCommonClassTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/QuarterlyFinancialInformationUnauditedDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock": { "auth_ref": [ "r325" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pretax income from continuing operations.", "label": "Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]", "terseLabel": "Schedule of Effective Income Tax Rate Reconciliation" } } }, "localname": "ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEquityMethodInvestmentsLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Schedule of Equity Method Investments [Line Items]", "terseLabel": "Schedule of Equity Method Investments [Line Items]" } } }, "localname": "ScheduleOfEquityMethodInvestmentsLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesNarrativeDetails", "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedBalanceSheetDataDetails", "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedStatementOfOperationsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfEquityMethodInvestmentsTable": { "auth_ref": [ "r187" ], "lang": { "en-US": { "role": { "documentation": "Summarization of information required and determined to be disclosed concerning equity method investments in common stock. The summarized information includes: (a) the name of each investee or group of investees for which combined disclosure is appropriate, (2) the percentage ownership of common stock, (3) the difference, if any, between the carrying amount of an investment and the value of the underlying equity in the net assets and the accounting treatment of difference, if any, and (4) the aggregate value of each identified investment based on its quoted market price, if available.", "label": "Schedule of Equity Method Investments [Table]", "terseLabel": "Schedule of Equity Method Investments [Table]" } } }, "localname": "ScheduleOfEquityMethodInvestmentsTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesNarrativeDetails", "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedBalanceSheetDataDetails", "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedStatementOfOperationsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfExpectedBenefitPaymentsTableTextBlock": { "auth_ref": [ "r273" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of benefits expected to be paid by pension plans and/or other employee benefit plans in each of the next five fiscal years and in the aggregate for the five fiscal years thereafter.", "label": "Schedule of Expected Benefit Payments [Table Text Block]", "terseLabel": "Schedule of Future Benefit Payments" } } }, "localname": "ScheduleOfExpectedBenefitPaymentsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfFiniteLivedIntangibleAssetsTable": { "auth_ref": [ "r199", "r201" ], "lang": { "en-US": { "role": { "documentation": "Schedule of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Schedule of Finite-Lived Intangible Assets [Table]", "terseLabel": "Schedule of Finite-Lived Intangible Assets [Table]" } } }, "localname": "ScheduleOfFiniteLivedIntangibleAssetsTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IntangibleAssetNetrelatedPartyDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock": { "auth_ref": [ "r199", "r201" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of assets, excluding financial assets and goodwill, lacking physical substance with a finite life, by either major class or business segment.", "label": "Schedule of Finite-Lived Intangible Assets [Table Text Block]", "terseLabel": "Schedule of Finite-Lived Intangible Assets" } } }, "localname": "ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IntangibleAssetNetrelatedPartyTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfFutureMinimumRentalPaymentsForOperatingLeasesTableTextBlock": { "auth_ref": [ "r422" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of future minimum payments required in the aggregate and for each of the five succeeding fiscal years for operating leases having initial or remaining noncancelable lease terms in excess of one year and the total minimum rentals to be received in the future under noncancelable subleases as of the balance sheet date.", "label": "Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]", "terseLabel": "Schedule of Future Minimum Rental Payments for Operating Leases" } } }, "localname": "ScheduleOfFutureMinimumRentalPaymentsForOperatingLeasesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfNetBenefitCostsTableTextBlock": { "auth_ref": [ "r274" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the components of net benefit costs for pension plans and/or other employee benefit plans including service cost, interest cost, expected return on plan assets, gain (loss), prior service cost or credit, transition asset or obligation, and gain (loss) recognized due to settlements or curtailments.", "label": "Schedule of Net Benefit Costs [Table Text Block]", "terseLabel": "Components of Net Period Benefit and Other Amounts Recognized in AOCI" } } }, "localname": "ScheduleOfNetBenefitCostsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfNetFundedStatusTableTextBlock": { "auth_ref": [ "r268" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of net funded status of pension plans and/or other employee benefit plans.", "label": "Schedule of Net Funded Status [Table Text Block]", "terseLabel": "Retirement Plan's Funded Status" } } }, "localname": "ScheduleOfNetFundedStatusTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EmployeeBenefitPlansTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfNewAccountingPronouncementsAndChangesInAccountingPrinciplesTextBlock": { "auth_ref": [ "r118", "r120", "r121", "r139", "r140", "r143" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of changes in accounting principles, including adoption of new accounting pronouncements, that describes the new methods, amount and effects on financial statement line items.", "label": "Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block]", "terseLabel": "Schedule of Application of New Revenue Standard" } } }, "localname": "ScheduleOfNewAccountingPronouncementsAndChangesInAccountingPrinciplesTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RevenueTables", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfPropertyPlantAndEquipmentTable": { "auth_ref": [ "r30", "r210" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of information about physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property, Plant and Equipment [Table]", "terseLabel": "Property, Plant and Equipment [Table]" } } }, "localname": "ScheduleOfPropertyPlantAndEquipmentTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/PropertiesAndEquipmentNetDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesPropertiesAndEquipmentDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfQuarterlyFinancialInformationTableTextBlock": { "auth_ref": [ "r142" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of quarterly financial data. Includes, but is not limited to, financial information for fiscal quarters, cumulative effect of a change in accounting principle and earnings per share data.", "label": "Quarterly Financial Information [Table Text Block]", "terseLabel": "Quarterly Financial Information" } } }, "localname": "ScheduleOfQuarterlyFinancialInformationTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/QuarterlyFinancialInformationUnauditedTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock": { "auth_ref": [ "r359" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree.", "label": "Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]", "terseLabel": "Schedule of Recognized Identified Assets Acquired and Liabilities Assumed" } } }, "localname": "ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfRelatedPartyTransactionsByRelatedPartyTable": { "auth_ref": [ "r107", "r431", "r432", "r433", "r434", "r435" ], "lang": { "en-US": { "role": { "documentation": "Schedule of quantitative and qualitative information pertaining to related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.", "label": "Schedule of Related Party Transactions, by Related Party [Table]", "terseLabel": "Schedule of Related Party Transactions, by Related Party [Table]" } } }, "localname": "ScheduleOfRelatedPartyTransactionsByRelatedPartyTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails", "http://fivepoint.com/role/RelatedPartyTransactionsRelatedPartyAssetsAndLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfRelatedPartyTransactionsTableTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of related party transactions. Examples of related party transactions include, but are not limited to, transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners and (d) affiliates.", "label": "Schedule of Related Party Transactions [Table Text Block]", "terseLabel": "Schedule of Related Party Transactions" } } }, "localname": "ScheduleOfRelatedPartyTransactionsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RelatedPartyTransactionsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfSegmentReportingInformationBySegmentTable": { "auth_ref": [ "r158", "r165", "r167", "r168", "r197" ], "lang": { "en-US": { "role": { "documentation": "A table disclosing the profit or loss and total assets for each reportable segment of the entity. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss.", "label": "Schedule of Segment Reporting Information, by Segment [Table]", "terseLabel": "Schedule of Segment Reporting Information, by Segment [Table]" } } }, "localname": "ScheduleOfSegmentReportingInformationBySegmentTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SegmentReportingNarrativeDetails", "http://fivepoint.com/role/SegmentReportingRevenuesProfitLossAndAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfSegmentReportingInformationBySegmentTextBlock": { "auth_ref": [ "r158", "r165", "r167", "r168", "r197" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the profit or loss and total assets for each reportable segment. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss.", "label": "Schedule of Segment Reporting Information, by Segment [Table Text Block]", "terseLabel": "Segment Operating Results and Reconciliation to Consolidated Balances" } } }, "localname": "ScheduleOfSegmentReportingInformationBySegmentTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SegmentReportingTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable": { "auth_ref": [ "r303", "r314" ], "lang": { "en-US": { "role": { "documentation": "Components of an equity-based arrangement under which compensation is awarded to employees, typically comprised of compensation expense; changes in the quantity and fair value of the shares (or other type of equity) granted, exercised, forfeited, and issued and outstanding pertaining to that plan; and cash flow effects resulting from the equity-based payment arrangement. Component disclosures are by type of award and plan name.", "label": "Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table]", "terseLabel": "Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table]" } } }, "localname": "ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ShareBasedCompensationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfSharebasedCompensationRestrictedStockAndRestrictedStockUnitsActivityTableTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Disclosure of the number and weighted-average grant date fair value for restricted stock and restricted stock units that were outstanding at the beginning and end of the year, and the number of restricted stock and restricted stock units that were granted, vested, or forfeited during the year.", "label": "Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block]", "terseLabel": "Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity" } } }, "localname": "ScheduleOfSharebasedCompensationRestrictedStockAndRestrictedStockUnitsActivityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ShareBasedCompensationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfStockByClassTable": { "auth_ref": [ "r38", "r109", "r230", "r231", "r232", "r234", "r235", "r236", "r237", "r238", "r239", "r240" ], "lang": { "en-US": { "role": { "documentation": "Schedule detailing information related to equity by class of stock. Class of stock includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. It also includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity.", "label": "Schedule of Stock by Class [Table]", "terseLabel": "Schedule of Stock by Class [Table]" } } }, "localname": "ScheduleOfStockByClassTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/DocumentAndEntityInformation" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfVariableInterestEntitiesTable": { "auth_ref": [ "r385", "r386", "r387", "r388", "r389" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of qualitative and quantitative information related to variable interests the entity holds, whether or not such variable interest entity (VIE) is included in the reporting entity's consolidated financial statements. Includes, but is not limited to, description of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a tabular comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.", "label": "Schedule of Variable Interest Entities [Table]", "terseLabel": "Schedule of Variable Interest Entities [Table]" } } }, "localname": "ScheduleOfVariableInterestEntitiesTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedVariableInterestEntityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SegmentDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Components of an entity that engage in business activities from which they may earn revenue and incur expenses, including transactions with other components of the same entity.", "label": "Segments [Domain]", "terseLabel": "Segments [Domain]" } } }, "localname": "SegmentDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedStatementOfOperationsDetails", "http://fivepoint.com/role/RevenueAdditionalInformationDetails", "http://fivepoint.com/role/RevenueDisaggregationOfRevenueDetails", "http://fivepoint.com/role/SegmentReportingNarrativeDetails", "http://fivepoint.com/role/SegmentReportingRevenuesProfitLossAndAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SegmentReportingAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Segment Reporting [Abstract]" } } }, "localname": "SegmentReportingAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_SegmentReportingDisclosureTextBlock": { "auth_ref": [ "r176" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.", "label": "Segment Reporting Disclosure [Text Block]", "terseLabel": "Segment Reporting" } } }, "localname": "SegmentReportingDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SegmentReporting" ], "xbrltype": "textBlockItemType" }, "us-gaap_SegmentReportingInformationLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Segment Reporting Information [Line Items]", "terseLabel": "Segment Reporting Information [Line Items]" } } }, "localname": "SegmentReportingInformationLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SegmentReportingNarrativeDetails", "http://fivepoint.com/role/SegmentReportingRevenuesProfitLossAndAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SellingGeneralAndAdministrativeExpense": { "auth_ref": [ "r72", "r191" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The aggregate total costs related to selling a firm's product and services, as well as all other general and administrative expenses. Direct selling expenses (for example, credit, warranty, and advertising) are expenses that can be directly linked to the sale of specific products. Indirect selling expenses are expenses that cannot be directly linked to the sale of specific products, for example telephone expenses, Internet, and postal charges. General and administrative expenses include salaries of non-sales personnel, rent, utilities, communication, etc.", "label": "Selling, General and Administrative Expense", "negatedTerseLabel": "Selling, general, and administrative", "terseLabel": "Selling, general, and administrative" } } }, "localname": "SellingGeneralAndAdministrativeExpense", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AccumulatedOtherComprehensiveLossDetails", "http://fivepoint.com/role/ConsolidatedStatementsOfOperations", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesRecentlyIssuedAccountingPronouncementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SeniorNotesMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Bond that takes priority over other debt securities sold by the issuer. In the event the issuer goes bankrupt, senior debt holders receive priority for (must receive) repayment prior to (relative to) junior and unsecured (general) creditors.", "label": "Senior Notes [Member]", "terseLabel": "Senior Notes" } } }, "localname": "SeniorNotesMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/NotesPayableNetNarrativeDetails", "http://fivepoint.com/role/NotesPayableNetNotesPayableDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensation": { "auth_ref": [ "r90" ], "calculation": { "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The aggregate amount of noncash, equity-based employee remuneration. This may include the value of stock or unit options, amortization of restricted stock or units, and adjustment for officers' compensation. As noncash, this element is an add back when calculating net cash generated by operating activities using the indirect method.", "label": "Share-based Compensation", "terseLabel": "Share-based compensation", "verboseLabel": "Share-based compensation expense" } } }, "localname": "ShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCashFlows", "http://fivepoint.com/role/ShareBasedCompensationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod": { "auth_ref": [ "r308" ], "lang": { "en-US": { "role": { "documentation": "The number of equity-based payment instruments, excluding stock (or unit) options, that were forfeited during the reporting period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period", "negatedLabel": "Forfeited (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ShareBasedCompensationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue": { "auth_ref": [ "r312" ], "lang": { "en-US": { "role": { "documentation": "Weighted average fair value as of the grant date of equity-based award plans other than stock (unit) option plans that were not exercised or put into effect as a result of the occurrence of a terminating event.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value", "terseLabel": "Forfeited, weighted-average grant date fair value (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ShareBasedCompensationDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod": { "auth_ref": [ "r310" ], "lang": { "en-US": { "role": { "documentation": "The number of grants made during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan).", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period", "terseLabel": "Granted (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ShareBasedCompensationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue": { "auth_ref": [ "r310" ], "lang": { "en-US": { "role": { "documentation": "The weighted average fair value at grant date for nonvested equity-based awards issued during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan).", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value", "terseLabel": "Granted, weighted-average grant date fair value (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ShareBasedCompensationDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber": { "auth_ref": [ "r309" ], "lang": { "en-US": { "role": { "documentation": "The number of non-vested equity-based payment instruments, excluding stock (or unit) options, that validly exist and are outstanding as of the balance sheet date.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number", "periodEndLabel": "Nonvested, ending balance (in shares)", "periodStartLabel": "Nonvested, beginning balance (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ShareBasedCompensationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedRollForward": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedRollForward", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ShareBasedCompensationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue": { "auth_ref": [ "r309" ], "lang": { "en-US": { "role": { "documentation": "The weighted average fair value of nonvested awards on equity-based plans excluding option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, revenue or profit achievement stock award plan) for which the employer is contingently obligated to issue equity instruments or transfer assets to an employee who has not yet satisfied service or performance criteria necessary to gain title to proceeds from the sale of the award or underlying shares or units.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value", "periodEndLabel": "Nonvested, weighted-average grant date fair value, ending balance (in dollars per share)", "periodStartLabel": "Nonvested, weighted-average grant date fair value, beginning balance (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ShareBasedCompensationDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValueRollForward": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValueRollForward", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ShareBasedCompensationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriod": { "auth_ref": [ "r311" ], "lang": { "en-US": { "role": { "documentation": "The number of equity-based payment instruments, excluding stock (or unit) options, that vested during the reporting period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period", "negatedTerseLabel": "Vested (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriod", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ShareBasedCompensationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodWeightedAverageGrantDateFairValue": { "auth_ref": [ "r311" ], "lang": { "en-US": { "role": { "documentation": "The weighted average fair value as of grant date pertaining to an equity-based award plan other than a stock (or unit) option plan for which the grantee gained the right during the reporting period, by satisfying service and performance requirements, to receive or retain shares or units, other instruments, or cash in accordance with the terms of the arrangement.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value", "terseLabel": "Vested, weighted-average grant date fair value (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ShareBasedCompensationDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Share-based Compensation Arrangement by Share-based Payment Award [Line Items]", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award [Line Items]" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ShareBasedCompensationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAuthorized": { "auth_ref": [ "r304" ], "lang": { "en-US": { "role": { "documentation": "The maximum number of shares (or other type of equity) originally approved (usually by shareholders and board of directors), net of any subsequent amendments and adjustments, for awards under the equity-based compensation plan. As stock or unit options and equity instruments other than options are awarded to participants, the shares or units remain authorized and become reserved for issuance under outstanding awards (not necessarily vested).", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized", "terseLabel": "Shares authorized to be issued, up to (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ShareBasedCompensationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAvailableForGrant": { "auth_ref": [ "r314" ], "lang": { "en-US": { "role": { "documentation": "The difference between the maximum number of shares (or other type of equity) authorized for issuance under the plan (including the effects of amendments and adjustments), and the sum of: 1) the number of shares (or other type of equity) already issued upon exercise of options or other equity-based awards under the plan; and 2) shares (or other type of equity) reserved for issuance on granting of outstanding awards, net of cancellations and forfeitures, if applicable.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant", "terseLabel": "Remaining shares available for future issuance (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAvailableForGrant", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ShareBasedCompensationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain": { "auth_ref": [ "r301", "r305" ], "lang": { "en-US": { "role": { "documentation": "Equity-based compensation award.", "label": "Equity Award [Domain]", "terseLabel": "Equity Award [Domain]" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ShareBasedCompensationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensationOptionAndIncentivePlansPolicy": { "auth_ref": [ "r102", "r303", "r306" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for stock option and stock incentive plans. This disclosure may include (1) the types of stock option or incentive plans sponsored by the entity (2) the groups that participate in (or are covered by) each plan (3) significant plan provisions and (4) how stock compensation is measured, and the methodologies and significant assumptions used to determine that measurement.", "label": "Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]", "terseLabel": "Share-Based Payments" } } }, "localname": "ShareBasedCompensationOptionAndIncentivePlansPolicy", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAggregateIntrinsicValueNonvested": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Intrinsic value of equity-based compensation awards not vested. Excludes stock and unit options.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Nonvested", "terseLabel": "Equity incentive awards" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAggregateIntrinsicValueNonvested", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EarningsPerShareNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedInPeriodFairValue1": { "auth_ref": [ "r307" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Fair value of options vested. Excludes equity instruments other than options, for example, but not limited to, share units, stock appreciation rights, restricted stock.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value", "terseLabel": "Estimated fair value of RSUs vested" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedInPeriodFairValue1", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ShareBasedCompensationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SignificantAccountingPoliciesTextBlock": { "auth_ref": [ "r117" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for all significant accounting policies of the reporting entity.", "label": "Significant Accounting Policies [Text Block]", "terseLabel": "Summary of Significant Accounting Policies" } } }, "localname": "SignificantAccountingPoliciesTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_SpecialAssessmentBond": { "auth_ref": [ "r16", "r18", "r481" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Including the current and noncurrent portions, carrying value as of the balance sheet date of a type of municipal bond typically used to fund a development project. Also called special assessment limited liability bond, special district bond, special purpose bond, special tax bond and community development obligation. Interest owed to lenders is paid by taxes levied on the community benefiting from the particular bond-funded project. For example, if a bond of this sort was issued to pay for sidewalks to be repaved in a certain community, an additional tax would be levied on homeowners in the area benefiting from this project.", "label": "Special Assessment Bond", "terseLabel": "Outstanding performance bonds" } } }, "localname": "SpecialAssessmentBond", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_StatementBusinessSegmentsAxis": { "auth_ref": [ "r2", "r165", "r197", "r213", "r217", "r218", "r496" ], "lang": { "en-US": { "role": { "documentation": "Information by business segments.", "label": "Segments [Axis]", "terseLabel": "Segments [Axis]" } } }, "localname": "StatementBusinessSegmentsAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/InvestmentInUnconsolidatedEntitiesSummarizedStatementOfOperationsDetails", "http://fivepoint.com/role/RevenueAdditionalInformationDetails", "http://fivepoint.com/role/RevenueDisaggregationOfRevenueDetails", "http://fivepoint.com/role/SegmentReportingNarrativeDetails", "http://fivepoint.com/role/SegmentReportingRevenuesProfitLossAndAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StatementClassOfStockAxis": { "auth_ref": [ "r19", "r20", "r21", "r233" ], "lang": { "en-US": { "role": { "documentation": "Information by the different classes of stock of the entity.", "label": "Class of Stock [Axis]", "terseLabel": "Class of Stock [Axis]" } } }, "localname": "StatementClassOfStockAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AcquisitionsAndDisposalsConsiderationTransferredDetails", "http://fivepoint.com/role/BusinessAndOrganizationDetails", "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails", "http://fivepoint.com/role/ConsolidatedBalanceSheetsParenthetical", "http://fivepoint.com/role/ConsolidatedStatementsOfCapital", "http://fivepoint.com/role/ConsolidatedStatementsOfCapitalParenthetical", "http://fivepoint.com/role/ConsolidatedStatementsOfOperations", "http://fivepoint.com/role/DocumentAndEntityInformation", "http://fivepoint.com/role/EarningsPerShareNarrativeDetails", "http://fivepoint.com/role/EarningsPerShareScheduleOfEarningsPerShareDetails", "http://fivepoint.com/role/QuarterlyFinancialInformationUnauditedDetails", "http://fivepoint.com/role/ShareBasedCompensationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StatementEquityComponentsAxis": { "auth_ref": [ "r39", "r233" ], "lang": { "en-US": { "role": { "documentation": "Information by component of equity.", "label": "Equity Components [Axis]", "terseLabel": "Equity Components [Axis]" } } }, "localname": "StatementEquityComponentsAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/AccumulatedOtherComprehensiveLossDetails", "http://fivepoint.com/role/ConsolidatedStatementsOfCapital", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesRecentlyIssuedAccountingPronouncementsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StatementLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Statement [Line Items]", "terseLabel": "Statement [Line Items]" } } }, "localname": "StatementLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganizationDetails", "http://fivepoint.com/role/ConsolidatedBalanceSheetsParenthetical", "http://fivepoint.com/role/ConsolidatedStatementsOfCapital", "http://fivepoint.com/role/ConsolidatedStatementsOfCapitalParenthetical", "http://fivepoint.com/role/ConsolidatedStatementsOfOperations" ], "xbrltype": "stringItemType" }, "us-gaap_StatementOfCashFlowsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Statement of Cash Flows [Abstract]" } } }, "localname": "StatementOfCashFlowsAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfFinancialPositionAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Statement of Financial Position [Abstract]", "terseLabel": "Statement of Financial Position [Abstract]" } } }, "localname": "StatementOfFinancialPositionAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StatementOfIncomeAndComprehensiveIncomeAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Statement of Comprehensive Income [Abstract]" } } }, "localname": "StatementOfIncomeAndComprehensiveIncomeAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Statement of Stockholders' Equity [Abstract]" } } }, "localname": "StatementOfStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementTable": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Schedule reflecting a Statement of Income, Statement of Cash Flows, Statement of Financial Position, Statement of Shareholders' Equity and Other Comprehensive Income, or other statement as needed.", "label": "Statement [Table]", "terseLabel": "Statement [Table]" } } }, "localname": "StatementTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganizationDetails", "http://fivepoint.com/role/ConsolidatedBalanceSheetsParenthetical", "http://fivepoint.com/role/ConsolidatedStatementsOfCapital", "http://fivepoint.com/role/ConsolidatedStatementsOfCapitalParenthetical", "http://fivepoint.com/role/ConsolidatedStatementsOfOperations" ], "xbrltype": "stringItemType" }, "us-gaap_StockIssued1": { "auth_ref": [ "r96", "r97", "r98" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The fair value of stock issued in noncash financing activities.", "label": "Stock Issued", "terseLabel": "Units acquired (in shares)" } } }, "localname": "StockIssued1", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganizationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodSharesConversionOfUnits": { "auth_ref": [ "r20", "r21", "r233", "r234", "r240" ], "lang": { "en-US": { "role": { "documentation": "The number of shares issued during the period upon the conversion of units. An example of a convertible unit is an umbrella partnership real estate investment trust unit (UPREIT unit).", "label": "Stock Issued During Period, Shares, Conversion of Units", "terseLabel": "Conversion of units" } } }, "localname": "StockIssuedDuringPeriodSharesConversionOfUnits", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCapital" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesNewIssues": { "auth_ref": [ "r20", "r21", "r233", "r240" ], "lang": { "en-US": { "role": { "documentation": "Number of new stock issued during the period.", "label": "Stock Issued During Period, Shares, New Issues", "terseLabel": "Issuance of common shares and units in initial public offering, net of underwriting discount and offering costs (in shares)", "verboseLabel": "Issuance of units for new class of membership" } } }, "localname": "StockIssuedDuringPeriodSharesNewIssues", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCapital", "http://fivepoint.com/role/NoncontrollingInterestsDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesRestrictedStockAwardNetOfForfeitures": { "auth_ref": [ "r20", "r21", "r233", "r240" ], "lang": { "en-US": { "role": { "documentation": "Number of shares issued during the period related to Restricted Stock Awards, net of any shares forfeited.", "label": "Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures", "terseLabel": "Settlement of restricted share units for Class A shares of common stock (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesRestrictedStockAwardNetOfForfeitures", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCapital" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesShareBasedCompensation": { "auth_ref": [ "r20", "r21", "r233", "r240" ], "lang": { "en-US": { "role": { "documentation": "Number of shares (or other type of equity) issued during the period as a result of any equity-based compensation plan other than an employee stock ownership plan (ESOP), net of any shares forfeited. Shares issued could result from the issuance of restricted stock, the exercise of stock options, stock issued under employee stock purchase plans, and/or other employee benefit plans.", "label": "Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures", "terseLabel": "Issuance of share-based compensation awards (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCapital" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodValueConversionOfUnits": { "auth_ref": [ "r39", "r233", "r240" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Value of stock issued during the period upon the conversion of units. An example of a convertible unit is an umbrella partnership real estate investment trust unit (UPREIT unit).", "label": "Stock Issued During Period, Value, Conversion of Units", "terseLabel": "Exchange of noncontrolling operating company units for company class A units", "verboseLabel": "Class A common shares issued for redemption of noncontrolling interests" } } }, "localname": "StockIssuedDuringPeriodValueConversionOfUnits", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCapital", "http://fivepoint.com/role/SupplementalCashFlowInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueNewIssues": { "auth_ref": [ "r20", "r21", "r233", "r240" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.", "label": "Stock Issued During Period, Value, New Issues", "terseLabel": "Issuance of common shares in initial public offering (in shares)" } } }, "localname": "StockIssuedDuringPeriodValueNewIssues", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCapital" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockRepurchasedAndRetiredDuringPeriodShares": { "auth_ref": [ "r20", "r21", "r233", "r240" ], "lang": { "en-US": { "role": { "documentation": "Number of shares that have been repurchased and retired during the period.", "label": "Stock Repurchased and Retired During Period, Shares", "negatedTerseLabel": "Cancellation of Class B units (in shares)" } } }, "localname": "StockRepurchasedAndRetiredDuringPeriodShares", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCapital" ], "xbrltype": "sharesItemType" }, "us-gaap_StockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Stockholders' Equity Attributable to Parent [Abstract]", "terseLabel": "CAPITAL:" } } }, "localname": "StockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest": { "auth_ref": [ "r371", "r372", "r390" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity.", "label": "Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest", "periodEndLabel": "Capital including portion attributable to noncontrolling interest, ending balance", "periodStartLabel": "Capital including portion attributable to noncontrolling interest, beginning balance" } } }, "localname": "StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfCapital" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquityNoteStockSplitConversionRatio1": { "auth_ref": [ "r241" ], "lang": { "en-US": { "role": { "documentation": "Ratio applied to the conversion of stock split, for example but not limited to, one share converted to two or two shares converted to one.", "label": "Stockholders' Equity Note, Stock Split, Conversion Ratio", "terseLabel": "Reverse share split ratio" } } }, "localname": "StockholdersEquityNoteStockSplitConversionRatio1", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganizationDetails" ], "xbrltype": "pureItemType" }, "us-gaap_SubsequentEventMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Identifies event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event [Member]", "terseLabel": "Subsequent Event" } } }, "localname": "SubsequentEventMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails", "http://fivepoint.com/role/EarningsPerShareNarrativeDetails", "http://fivepoint.com/role/NoncontrollingInterestsDetails", "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails", "http://fivepoint.com/role/ShareBasedCompensationDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesRecentlyIssuedAccountingPronouncementsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SubsequentEventTypeAxis": { "auth_ref": [ "r437" ], "lang": { "en-US": { "role": { "documentation": "Information by event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event Type [Axis]", "terseLabel": "Subsequent Event Type [Axis]" } } }, "localname": "SubsequentEventTypeAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails", "http://fivepoint.com/role/EarningsPerShareNarrativeDetails", "http://fivepoint.com/role/NoncontrollingInterestsDetails", "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails", "http://fivepoint.com/role/ShareBasedCompensationDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesRecentlyIssuedAccountingPronouncementsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventTypeDomain": { "auth_ref": [ "r437" ], "lang": { "en-US": { "role": { "documentation": "Event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event Type [Domain]", "terseLabel": "Subsequent Event Type [Domain]" } } }, "localname": "SubsequentEventTypeDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/CommitmentsAndContingenciesNarrativeDetails", "http://fivepoint.com/role/EarningsPerShareNarrativeDetails", "http://fivepoint.com/role/NoncontrollingInterestsDetails", "http://fivepoint.com/role/RelatedPartyTransactionsNarrativeDetails", "http://fivepoint.com/role/ShareBasedCompensationDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesRecentlyIssuedAccountingPronouncementsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SubsidiarySaleOfStockAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Information by type of sale of the entity's stock.", "label": "Sale of Stock [Axis]", "terseLabel": "Sale of Stock [Axis]" } } }, "localname": "SubsidiarySaleOfStockAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/BusinessAndOrganizationDetails", "http://fivepoint.com/role/ConsolidatedStatementsOfCapital", "http://fivepoint.com/role/ConsolidatedStatementsOfCapitalParenthetical" ], "xbrltype": "stringItemType" }, "us-gaap_SupplementalCashFlowElementsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Supplemental Cash Flow Elements [Abstract]" } } }, "localname": "SupplementalCashFlowElementsAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_SupplementalCashFlowInformationAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Supplemental Cash Flow Information [Abstract]", "terseLabel": "SUPPLEMENTAL CASH FLOW INFORMATION:" } } }, "localname": "SupplementalCashFlowInformationAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SupplementalCashFlowInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_TypeOfAdoptionMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Adoption and early adoption of sources of change to generally accepted accounting principles (GAAP) in the United States. The FASB released the FASB Accounting Standards Codification as the authoritative source of literature effective for interim and annual periods ending after September 15, 2009. As part of the Codification process, the FASB issues Accounting Standards Updates to amend the Codification but otherwise the Accounting Standards Updates are not authoritative in their own right. All previous accounting standards (such as FASB Statements of Financial Accounting Standards, FASB Interpretations, FASB Staff Positions, Emerging Issues Task Force Consensuses, other pronouncements of the FASB or other designated bodies, or other forms of GAAP are considered accounting pronouncements) were superseded upon the adoption of the Codification. For an interim period, references to the superseded standards are included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.", "label": "Type of Adoption [Domain]", "terseLabel": "Type of Adoption [Domain]" } } }, "localname": "TypeOfAdoptionMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IntangibleAssetNetrelatedPartyDetails", "http://fivepoint.com/role/RevenueImpactOfNewRevenueStandardOnCondensedConsolidatedFinancialStatementsDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesCumulativeEffectFromAdoptionOfNewRevenueGuidanceDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesEffectOfChangesToCondensedConsolidatedStatementOfCashFlowsDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesNarrativeDetails", "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesRecentlyIssuedAccountingPronouncementsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_UndistributedEarningsLossAllocatedToParticipatingSecuritiesBasic": { "auth_ref": [ "r131" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of undistributed earnings (loss) allocated to participating securities for the basic earnings (loss) per share or per unit calculation under the two-class method.", "label": "Undistributed Earnings (Loss) Allocated to Participating Securities, Basic", "negatedTerseLabel": "Net income (loss) allocable to participating securities" } } }, "localname": "UndistributedEarningsLossAllocatedToParticipatingSecuritiesBasic", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EarningsPerShareScheduleOfEarningsPerShareDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UndistributedEarningsLossAllocatedToParticipatingSecuritiesDiluted": { "auth_ref": [ "r131" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of undistributed earnings (loss) allocated to participating securities for the diluted earnings (loss) per share or per unit calculation under the two-class method.", "label": "Undistributed Earnings (Loss) Allocated to Participating Securities, Diluted", "terseLabel": "Net (loss) income allocated to participating securities" } } }, "localname": "UndistributedEarningsLossAllocatedToParticipatingSecuritiesDiluted", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/EarningsPerShareScheduleOfEarningsPerShareDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnsecuredDebtMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Debt obligation not collateralized by pledge of, mortgage of or other lien on the entity's assets.", "label": "Unsecured Debt [Member]", "terseLabel": "Unsecured Debt" } } }, "localname": "UnsecuredDebtMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/NotesPayableNetNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_UseOfEstimates": { "auth_ref": [ "r147", "r148", "r150", "r151", "r155", "r156", "r157" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.", "label": "Use of Estimates, Policy [Policy Text Block]", "terseLabel": "Use of Estimates" } } }, "localname": "UseOfEstimates", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ValuationAllowanceByDeferredTaxAssetAxis": { "auth_ref": [ "r330" ], "lang": { "en-US": { "role": { "documentation": "Information by type of deferred tax consequences attributable to deductible temporary differences.", "label": "Valuation Allowance by Deferred Tax Asset [Axis]", "terseLabel": "Valuation Allowance by Deferred Tax Asset [Axis]" } } }, "localname": "ValuationAllowanceByDeferredTaxAssetAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ValuationAllowanceDeferredTaxAssetChangeInAmount": { "auth_ref": [ "r321" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of increase (decrease) in the valuation allowance for a specified deferred tax asset.", "label": "Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount", "terseLabel": "Recognition of additional valuation allowance" } } }, "localname": "ValuationAllowanceDeferredTaxAssetChangeInAmount", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ValuationAllowancesAndReservesPeriodIncreaseDecrease": { "auth_ref": [ "r116" ], "calculation": { "http://fivepoint.com/role/IncomeTaxesScheduleOfIncomeTaxesDetails": { "order": 2.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "lang": { "en-US": { "role": { "documentation": "Amount of increase (decrease) in valuation and qualifying accounts and reserves.", "label": "SEC Schedule, 12-09, Valuation Allowances and Reserves, Period Increase (Decrease)", "negatedTerseLabel": "(Increase) decrease in valuation allowance" } } }, "localname": "ValuationAllowancesAndReservesPeriodIncreaseDecrease", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/IncomeTaxesScheduleOfIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_VariableInterestEntitiesByClassificationOfEntityAxis": { "auth_ref": [ "r385", "r386", "r388" ], "lang": { "en-US": { "role": { "documentation": "Information by category of Variable Interest Entity (VIE).", "label": "Variable Interest Entities [Axis]", "terseLabel": "Variable Interest Entities [Axis]" } } }, "localname": "VariableInterestEntitiesByClassificationOfEntityAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedVariableInterestEntityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_VariableInterestEntityConsolidatedCarryingAmountAssets": { "auth_ref": [ "r384" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The carrying amount of the consolidated Variable Interest Entity's assets included in the reporting entity's statement of financial position.", "label": "Variable Interest Entity, Consolidated, Carrying Amount, Assets", "terseLabel": "Combined assets" } } }, "localname": "VariableInterestEntityConsolidatedCarryingAmountAssets", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedVariableInterestEntityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_VariableInterestEntityConsolidatedCarryingAmountLiabilities": { "auth_ref": [ "r384" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The carrying amount of the consolidated Variable Interest Entity's liabilities included in the reporting entity's statement of financial position.", "label": "Variable Interest Entity, Consolidated, Carrying Amount, Liabilities", "terseLabel": "Combined liabilities" } } }, "localname": "VariableInterestEntityConsolidatedCarryingAmountLiabilities", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedVariableInterestEntityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_VariableInterestEntityDisclosureTextBlock": { "auth_ref": [ "r396" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for a variable interest entity (VIE), including but not limited to, judgments and assumptions in determining whether to consolidate and in identifying the primary beneficiary, gain (loss) recognized on the initial consolidation of the VIE, terms of arrangements, amounts and classification of the VIE's assets and liabilities, and the entity's maximum exposure to loss.", "label": "Variable Interest Entity Disclosure [Text Block]", "terseLabel": "Consolidated Variable Interest Entity" } } }, "localname": "VariableInterestEntityDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedVariableInterestEntity" ], "xbrltype": "textBlockItemType" }, "us-gaap_VariableInterestEntityLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Variable Interest Entity [Line Items]", "terseLabel": "Variable Interest Entity [Line Items]" } } }, "localname": "VariableInterestEntityLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedVariableInterestEntityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_VariableInterestEntityPrimaryBeneficiaryMember": { "auth_ref": [ "r385" ], "lang": { "en-US": { "role": { "documentation": "Variable Interest Entities (VIE) in which the entity has a controlling financial interest (as defined) and of which it is therefore the primary beneficiary. A controlling financial interest is determined based on both: (a) the entity's power to direct activities of the VIE that most significantly impact the VIE's economic performance and (b) the entity's obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. VIEs of which the entity is the primary beneficiary are included in the consolidated financial statements of the entity.", "label": "Variable Interest Entity, Primary Beneficiary [Member]", "terseLabel": "Variable Interest Entity, Primary Beneficiary" } } }, "localname": "VariableInterestEntityPrimaryBeneficiaryMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedVariableInterestEntityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_VariableRateAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Information by type of variable rate.", "label": "Variable Rate [Axis]", "terseLabel": "Variable Rate [Axis]" } } }, "localname": "VariableRateAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/NotesPayableNetNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_VariableRateDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Interest rate that fluctuates over time as a result of an underlying benchmark interest rate or index.", "label": "Variable Rate [Domain]", "terseLabel": "Variable Rate [Domain]" } } }, "localname": "VariableRateDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/NotesPayableNetNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding": { "auth_ref": [ "r127", "r134" ], "lang": { "en-US": { "role": { "documentation": "The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period.", "label": "Weighted Average Number of Shares Outstanding, Diluted", "terseLabel": "Diluted (in shares)" } } }, "localname": "WeightedAverageNumberOfDilutedSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfOperations", "http://fivepoint.com/role/EarningsPerShareScheduleOfEarningsPerShareDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_WeightedAverageNumberOfShareOutstandingBasicAndDiluted": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Average number of shares or units issued and outstanding that are used in calculating basic and diluted earnings per share (EPS).", "label": "Weighted Average Number of Shares Outstanding, Basic and Diluted", "terseLabel": "Basic and diluted (in shares)" } } }, "localname": "WeightedAverageNumberOfShareOutstandingBasicAndDiluted", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfOperations", "http://fivepoint.com/role/EarningsPerShareScheduleOfEarningsPerShareDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_WeightedAverageNumberOfSharesOutstandingBasic": { "auth_ref": [ "r125", "r134" ], "lang": { "en-US": { "role": { "documentation": "Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period.", "label": "Weighted Average Number of Shares Outstanding, Basic", "terseLabel": "Basic (in shares)" } } }, "localname": "WeightedAverageNumberOfSharesOutstandingBasic", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfOperations", "http://fivepoint.com/role/EarningsPerShareScheduleOfEarningsPerShareDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_WeightedAverageNumberOfSharesOutstandingDilutedDisclosureItemsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Weighted Average Number of Shares Outstanding Reconciliation [Abstract]", "terseLabel": "WEIGHTED AVERAGE CLASS B SHARES/UNITS OUTSTANDING" } } }, "localname": "WeightedAverageNumberOfSharesOutstandingDilutedDisclosureItemsAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://fivepoint.com/role/ConsolidatedStatementsOfOperations" ], "xbrltype": "stringItemType" } }, "unitCount": 14 } }, "std_ref": { "r0": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222160&loc=d3e1107-107759" }, "r1": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222160&loc=SL51721533-107759" }, "r10": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=82887183&loc=d3e6812-107765" }, "r100": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=98513396&loc=SL98516241-196980" }, "r101": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "230", "URI": "http://asc.fasb.org/topic&trid=2134446" }, "r102": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=84158767&loc=d3e18780-107790" }, "r103": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=84158767&loc=d3e18823-107790" }, "r104": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(a))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690" }, "r105": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(g))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690" }, "r106": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690" }, "r107": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(k))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690" }, "r108": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(m)(1)(iii))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690" }, "r109": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(d),(e))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690" }, "r11": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6361739&loc=d3e7789-107766" }, "r110": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(e),(f))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690" }, "r111": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(h)(2))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690" }, "r112": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(k)(1))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690" }, "r113": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.g)", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690" }, "r114": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-04(a))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e24072-122690" }, "r115": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-04.(a))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e24072-122690" }, "r116": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09)", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e24092-122690" }, "r117": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "235", "URI": "http://asc.fasb.org/topic&trid=2122369" }, "r118": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794" }, "r119": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794" }, "r12": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r120": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22580-107794" }, "r121": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22583-107794" }, "r122": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22644-107794" }, "r123": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22658-107794" }, "r124": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22663-107794" }, "r125": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=109260490&loc=d3e1448-109256" }, "r126": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=109260490&loc=d3e1377-109256" }, "r127": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=109260490&loc=d3e1505-109256" }, "r128": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=109260490&loc=d3e1252-109256" }, "r129": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=109260490&loc=d3e1278-109256" }, "r13": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(13))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r130": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=109260490&loc=d3e1311-109256" }, "r131": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=109260490&loc=SL5780133-109256" }, "r132": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=109260490&loc=SL5780133-109256" }, "r133": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=109260490&loc=d3e1337-109256" }, "r134": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257" }, "r135": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257" }, "r136": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257" }, "r137": { "Name": "Accounting Standards Codification", "Paragraph": "52", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=109256448&loc=d3e4984-109258" }, "r138": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "260", "URI": "http://asc.fasb.org/topic&trid=2144383" }, "r139": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "270", "URI": "http://asc.fasb.org/extlink&oid=109236672&loc=d3e725-108305" }, "r14": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(14))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r140": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "270", "URI": "http://asc.fasb.org/extlink&oid=109236672&loc=d3e765-108305" }, "r141": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "270", "URI": "http://asc.fasb.org/extlink&oid=109236672&loc=d3e543-108305" }, "r142": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "270", "URI": "http://asc.fasb.org/extlink&oid=109225645&loc=d3e1280-108306" }, "r143": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.10-01.(b)(6))", "Topic": "270", "URI": "http://asc.fasb.org/extlink&oid=27015980&loc=d3e46468-122699" }, "r144": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "270", "URI": "http://asc.fasb.org/topic&trid=2126967" }, "r145": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=6373374&loc=d3e70434-108055" }, "r146": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=6373374&loc=d3e70478-108055" }, "r147": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r148": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r149": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r15": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(17))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r150": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6161-108592" }, "r151": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6191-108592" }, "r152": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6351-108592" }, "r153": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6351-108592" }, "r154": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6404-108592" }, "r155": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6061-108592" }, "r156": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6132-108592" }, "r157": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6143-108592" }, "r158": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8721-108599" }, "r159": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8736-108599" }, "r16": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(19))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r160": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8736-108599" }, "r161": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8736-108599" }, "r162": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8736-108599" }, "r163": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8736-108599" }, "r164": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8736-108599" }, "r165": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8736-108599" }, "r166": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8813-108599" }, "r167": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8813-108599" }, "r168": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8906-108599" }, "r169": { "Name": "Accounting Standards Codification", "Paragraph": "31", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8924-108599" }, "r17": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(20))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r170": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8933-108599" }, "r171": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8933-108599" }, "r172": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8933-108599" }, "r173": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8475-108599" }, "r174": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e9031-108599" }, "r175": { "Name": "Accounting Standards Codification", "Paragraph": "42", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e9054-108599" }, "r176": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "280", "URI": "http://asc.fasb.org/topic&trid=2134510" }, "r177": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Topic": "305", "URI": "http://asc.fasb.org/extlink&oid=6375392&loc=d3e26790-107797" }, "r178": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84173941&loc=d3e4975-111524" }, "r179": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84159169&loc=d3e10133-111534" }, "r18": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(22))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r180": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=109979856&loc=d3e26853-111562" }, "r181": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=66022186&loc=d3e32014-111567" }, "r182": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=109237563&loc=d3e33749-111570" }, "r183": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=109237563&loc=d3e33775-111570" }, "r184": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=114001798&loc=d3e33912-111571" }, "r185": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571" }, "r186": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(3)", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571" }, "r187": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(b)", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571" }, "r188": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571" }, "r189": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571" }, "r19": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(27))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r190": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "323", "URI": "http://asc.fasb.org/topic&trid=2196965" }, "r191": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "30", "SubTopic": "10", "Topic": "330", "URI": "http://asc.fasb.org/extlink&oid=68048583&loc=d3e3636-108311" }, "r192": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "330", "URI": "http://asc.fasb.org/extlink&oid=66092785&loc=d3e4492-108314" }, "r193": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "330", "URI": "http://asc.fasb.org/extlink&oid=66092785&loc=d3e4556-108314" }, "r194": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=68074540&loc=d3e5865-108316" }, "r195": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=68074540&loc=d3e5879-108316" }, "r196": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.A)", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=27011391&loc=d3e105025-122735" }, "r197": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=108376223&loc=d3e13816-109267" }, "r198": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=6388964&loc=d3e16225-109274" }, "r199": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r2": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=d3e1361-107760" }, "r20": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(28))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r200": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r201": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r202": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(1)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r203": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(2)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r204": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "350", "URI": "http://asc.fasb.org/topic&trid=2144416" }, "r205": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226317&loc=d3e202-110218" }, "r206": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226348&loc=d3e2443-110228" }, "r207": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r208": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r209": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r21": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(29))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r210": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r211": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226691&loc=d3e2941-110230" }, "r212": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226691&loc=d3e2941-110230" }, "r213": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226691&loc=d3e2941-110230" }, "r214": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.CC)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=27011434&loc=d3e125687-122742" }, "r215": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "360", "URI": "http://asc.fasb.org/topic&trid=2155823" }, "r216": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "410", "URI": "http://asc.fasb.org/extlink&oid=6393242&loc=d3e13207-110859" }, "r217": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869" }, "r218": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.4(d))", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747" }, "r219": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "440", "URI": "http://asc.fasb.org/topic&trid=2144648" }, "r22": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r220": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=6395460&loc=d3e13647-108346" }, "r221": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=82911808&loc=d3e14326-108349" }, "r222": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "450", "URI": "http://asc.fasb.org/topic&trid=2127136" }, "r223": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(1)", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=115931803&loc=d3e12069-110248" }, "r224": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=6802200&loc=d3e1835-112601" }, "r225": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=6802200&loc=SL6230698-112601" }, "r226": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=109500613&loc=SL6031897-161870" }, "r227": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=109500613&loc=SL6031897-161870" }, "r228": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=109500613&loc=SL6036836-161870" }, "r229": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "470", "URI": "http://asc.fasb.org/topic&trid=2208564" }, "r23": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r230": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(CFRR 211.02)", "Topic": "480", "URI": "http://asc.fasb.org/extlink&oid=65877616&loc=d3e177068-122764" }, "r231": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=65888546&loc=d3e21300-112643" }, "r232": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21553-112644" }, "r233": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21463-112644" }, "r234": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644" }, "r235": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21484-112644" }, "r236": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21488-112644" }, "r237": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21506-112644" }, "r238": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21521-112644" }, "r239": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21538-112644" }, "r24": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(32))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r240": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3-04)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770" }, "r241": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 4.C)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=27012166&loc=d3e187143-122770" }, "r242": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "50", "Topic": "505", "URI": "http://asc.fasb.org/subtopic&trid=2208855" }, "r243": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=82913815&loc=SL49130531-203044" }, "r244": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=82913815&loc=SL49130532-203044" }, "r245": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=82913815&loc=SL49130533-203044" }, "r246": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=109196051&loc=SL49130539-203045" }, "r247": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=109196051&loc=SL49130551-203045" }, "r248": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=109196051&loc=SL49130556-203045" }, "r249": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=109196051&loc=SL49130543-203045" }, "r25": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(4))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r250": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=109196051&loc=SL49130545-203045" }, "r251": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=109196051&loc=SL49130549-203045" }, "r252": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=108792157&loc=SL49130690-203046-203046" }, "r253": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=108792157&loc=SL49130690-203046-203046" }, "r254": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(i)(1)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=113356391&loc=SL49131195-203048" }, "r255": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=113356391&loc=SL49131195-203048" }, "r256": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "606", "URI": "http://asc.fasb.org/topic&trid=49130388" }, "r257": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "15", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "712", "URI": "http://asc.fasb.org/extlink&oid=6410066&loc=d3e79218-111664" }, "r258": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "15", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "712", "URI": "http://asc.fasb.org/extlink&oid=6410066&loc=d3e79218-111664" }, "r259": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=109237824&loc=d3e1703-114919" }, "r26": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.1)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r260": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r261": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(2)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r262": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(4)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r263": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(6)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r264": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r265": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r266": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r267": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(5)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r268": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r269": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(5)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r27": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.12)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r270": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(i)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r271": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(ii)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r272": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(01)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r273": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(f)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r274": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r275": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)(2)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r276": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)(3)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r277": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)(4)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r278": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(i)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r279": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(i),(j)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r28": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.13(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r280": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(j)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r281": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(k)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r282": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(k)(1)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r283": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(k)(3)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r284": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(n)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r285": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r286": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e2410-114920" }, "r287": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e2417-114920" }, "r288": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e2439-114920" }, "r289": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e2709-114920" }, "r29": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.13)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r290": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(2)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e2709-114920" }, "r291": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(3)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e2709-114920" }, "r292": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(4)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e2709-114920" }, "r293": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e2709-114920" }, "r294": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=112275985&loc=d3e4179-114921" }, "r295": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108412710&loc=SL108413206-114923" }, "r296": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "60", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=6414203&loc=d3e39716-114964" }, "r297": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "70", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=49170846&loc=d3e28014-114942" }, "r298": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "715", "URI": "http://asc.fasb.org/topic&trid=2235017" }, "r299": { "Name": "Accounting Standards Codification", "Paragraph": "19A", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=107668666&loc=SL79513924-113897" }, "r3": { "Name": "Accounting Standards Codification", "Paragraph": "5B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721673-107760" }, "r30": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.14)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r300": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "35", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=79507207&loc=d3e4534-113899" }, "r301": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5047-113901" }, "r302": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5047-113901" }, "r303": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5047-113901" }, "r304": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(3)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r305": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a),(g)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r306": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b),(f)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r307": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r308": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(3)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r309": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(i)-(ii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r31": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.17)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r310": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r311": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r312": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(3)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r313": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r314": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r315": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109196918&loc=d3e11149-113907" }, "r316": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109196918&loc=d3e11178-113907" }, "r317": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "718", "URI": "http://asc.fasb.org/topic&trid=2228938" }, "r318": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "35", "Subparagraph": "(b)", "Topic": "720", "URI": "http://asc.fasb.org/extlink&oid=6420018&loc=d3e36677-107848" }, "r319": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=115928272&loc=d3e28680-109314" }, "r32": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(b),22(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r320": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=115928272&loc=d3e28680-109314" }, "r321": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84176650&loc=d3e32123-109318" }, "r322": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84176650&loc=d3e32247-109318" }, "r323": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84176650&loc=d3e32280-109318" }, "r324": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84176650&loc=d3e31931-109318" }, "r325": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32687-109319" }, "r326": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32698-109319" }, "r327": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32809-109319" }, "r328": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32840-109319" }, "r329": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b),(c)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32537-109319" }, "r33": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19,20,22)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r330": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32537-109319" }, "r331": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32537-109319" }, "r332": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32847-109319" }, "r333": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32559-109319" }, "r334": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32559-109319" }, "r335": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32621-109319" }, "r336": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32632-109319" }, "r337": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32639-109319" }, "r338": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32639-109319" }, "r339": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32639-109319" }, "r34": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19-26)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r340": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 6.I)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=34349781&loc=d3e330036-122817" }, "r341": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.7)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=34349781&loc=d3e330036-122817" }, "r342": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=109238882&loc=d3e39076-109324" }, "r343": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=109238882&loc=d3e38679-109324" }, "r344": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=109238882&loc=d3e38679-109324" }, "r345": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "05", "SubTopic": "30", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=65884525&loc=d3e40913-109327" }, "r346": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "740", "URI": "http://asc.fasb.org/topic&trid=2144680" }, "r347": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Subparagraph": "(a)-(d)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=6909625&loc=d3e227-128457" }, "r348": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=84229725&loc=d3e1043-128460" }, "r349": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463" }, "r35": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22(a)(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r350": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(1)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463" }, "r351": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(2)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463" }, "r352": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(3)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463" }, "r353": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(4)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463" }, "r354": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463" }, "r355": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1486-128463" }, "r356": { "Name": "Accounting Standards Codification", "Paragraph": "37", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=108330185&loc=d3e2207-128464" }, "r357": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=84161108&loc=d3e4845-128472" }, "r358": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)(1)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=84161108&loc=d3e4845-128472" }, "r359": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=84161108&loc=d3e4845-128472" }, "r36": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r360": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "25", "SubTopic": "30", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=6911189&loc=d3e6405-128476" }, "r361": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "25", "SubTopic": "30", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=6911189&loc=d3e6408-128476" }, "r362": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "30", "SubTopic": "30", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=109124213&loc=d3e6578-128477" }, "r363": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "30", "SubTopic": "30", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=109124213&loc=d3e6613-128477" }, "r364": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "35", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=6911338&loc=d3e6819-128478" }, "r365": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=35744584&loc=d3e6927-128479" }, "r366": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)(1)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=35744584&loc=d3e6927-128479" }, "r367": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)(3)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=35744584&loc=d3e6927-128479" }, "r368": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)(4)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=35744584&loc=d3e6927-128479" }, "r369": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(c)(1)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=35744584&loc=d3e6927-128479" }, "r37": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.25)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r370": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "805", "URI": "http://asc.fasb.org/topic&trid=2303972" }, "r371": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=108774443&loc=SL4568447-111683" }, "r372": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=108774443&loc=SL4568740-111683" }, "r373": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=108774443&loc=SL4569616-111683" }, "r374": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=108774443&loc=SL4569643-111683" }, "r375": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=108774443&loc=SL4613674-111683" }, "r376": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=108774443&loc=SL4569655-111683" }, "r377": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=108774443&loc=SL4616395-111683" }, "r378": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=d3e5614-111684" }, "r379": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r38": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.28,29)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r380": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r381": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r382": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c),(3)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r383": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r384": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bb)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=108788376&loc=d3e5710-111685" }, "r385": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=108788376&loc=d3e5710-111685" }, "r386": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=108788376&loc=d3e5728-111685" }, "r387": { "Name": "Accounting Standards Codification", "Paragraph": "5A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=108788376&loc=SL6759159-111685" }, "r388": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=108788376&loc=d3e5747-111685" }, "r389": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=108788376&loc=SL6228884-111685" }, "r39": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29-31)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r390": { "Name": "Accounting Standards Codification", "Paragraph": "4I", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=84234705&loc=SL4590271-111686" }, "r391": { "Name": "Accounting Standards Codification", "Paragraph": "4J", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=84234705&loc=SL4591551-111686" }, "r392": { "Name": "Accounting Standards Codification", "Paragraph": "4K", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=84234705&loc=SL4591552-111686" }, "r393": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3A-02)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=27015204&loc=d3e355033-122828" }, "r394": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3A-03)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=27015204&loc=d3e355100-122828" }, "r395": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3A-04)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=27015204&loc=d3e355119-122828" }, "r396": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "810", "URI": "http://asc.fasb.org/topic&trid=2197479" }, "r397": { "Name": "Accounting Standards Codification", "Paragraph": "4A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5618551-113959" }, "r398": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5624163-113959" }, "r399": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=99377789&loc=d3e19207-110258" }, "r4": { "Name": "Accounting Standards Codification", "Paragraph": "5C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(2)", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721675-107760" }, "r40": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.31)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r400": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=99377789&loc=d3e19207-110258" }, "r401": { "Name": "Accounting Standards Codification", "Paragraph": "6A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=99377789&loc=SL6742756-110258" }, "r402": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "820", "URI": "http://asc.fasb.org/topic&trid=2155941" }, "r403": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=75026489&loc=d3e13220-108610" }, "r404": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=109250915&loc=d3e13433-108611" }, "r405": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=109250915&loc=d3e13467-108611" }, "r406": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=109250915&loc=d3e13476-108611" }, "r407": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=109250915&loc=d3e13531-108611" }, "r408": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=109250915&loc=d3e13537-108611" }, "r409": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=75031198&loc=d3e14064-108612" }, "r41": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.6(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r410": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=75031198&loc=d3e14064-108612" }, "r411": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "230", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=98513438&loc=d3e33268-110906" }, "r412": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=6450988&loc=d3e26243-108391" }, "r413": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=6450988&loc=d3e26243-108391" }, "r414": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=114775744&loc=d3e28541-108399" }, "r415": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=114775744&loc=d3e28551-108399" }, "r416": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=114775744&loc=d3e28555-108399" }, "r417": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400" }, "r418": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(Note 3)", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=82846649&loc=d3e38371-112697" }, "r419": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=77902458&loc=d3e39896-112707" }, "r42": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.8)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r420": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=77902758&loc=d3e41499-112717" }, "r421": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=77902758&loc=d3e41502-112717" }, "r422": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=77902758&loc=d3e41502-112717" }, "r423": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=84164653&loc=d3e41551-112718" }, "r424": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=113997351&loc=SL77916155-209984" }, "r425": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=77888419&loc=SL77918627-209977" }, "r426": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=77888419&loc=SL77918627-209977" }, "r427": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=77888426&loc=SL77918673-209980" }, "r428": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(3)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=77888428&loc=SL77919359-209981" }, "r429": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r43": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=99393222&loc=SL20226024-175313" }, "r430": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r431": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r432": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864" }, "r433": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39622-107864" }, "r434": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39678-107864" }, "r435": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864" }, "r436": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "850", "URI": "http://asc.fasb.org/topic&trid=2122745" }, "r437": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "855", "URI": "http://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662" }, "r438": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=109247956&loc=d3e107207-111719" }, "r439": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=109247956&loc=d3e107207-111719" }, "r44": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=114867106&loc=SL7669646-108580" }, "r440": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)(1)(i)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=109249958&loc=SL6224234-111729" }, "r441": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "340", "Topic": "928", "URI": "http://asc.fasb.org/extlink&oid=6473545&loc=d3e61844-108004" }, "r442": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e61929-109447" }, "r443": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e61929-109447" }, "r444": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e62059-109447" }, "r445": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e62059-109447" }, "r446": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e62395-109447" }, "r447": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e62395-109447" }, "r448": { "Name": "Accounting Standards Codification", "Paragraph": "33", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e62479-109447" }, "r449": { "Name": "Accounting Standards Codification", "Paragraph": "33", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e62479-109447" }, "r45": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=114867106&loc=SL7669646-108580" }, "r450": { "Name": "Accounting Standards Codification", "Paragraph": "35A", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=SL6807758-109447" }, "r451": { "Name": "Accounting Standards Codification", "Paragraph": "35A", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=SL6807758-109447" }, "r452": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(c)(1)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e61872-109447" }, "r453": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(c)(2)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e61872-109447" }, "r454": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "940", "URI": "http://asc.fasb.org/extlink&oid=68072869&loc=d3e41242-110953" }, "r455": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(1)(a))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r456": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(10))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r457": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(11))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r458": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(13))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r459": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(15))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r46": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=114867106&loc=d3e637-108580" }, "r460": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(16))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r461": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(22))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r462": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(23))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r463": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.10(3))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r464": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.15(3),(4))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r465": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.15(5))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r466": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.17)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r467": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(13)(f))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=114873765&loc=SL114874048-224260" }, "r468": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(15))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=114873765&loc=SL114874048-224260" }, "r469": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(22))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=114873765&loc=SL114874048-224260" }, "r47": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=114867106&loc=d3e640-108580" }, "r470": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(23))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=114873765&loc=SL114874048-224260" }, "r471": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04.9)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=114873765&loc=SL114874048-224260" }, "r472": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "320", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=75019621&loc=d3e62652-112803" }, "r473": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "470", "Subparagraph": "e", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823" }, "r474": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "470", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823" }, "r475": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "825", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=108315417&loc=d3e61044-112788" }, "r476": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(16)(a)(2))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r477": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(16))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r478": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(10))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r479": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(12))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r48": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=114867106&loc=d3e681-108580" }, "r480": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(15))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r481": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(16))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r482": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(4))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r483": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(24))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r484": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(25))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r485": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(5))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r486": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(8))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r487": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.(a),19)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r488": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.15(a))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r489": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.17)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r49": { "Name": "Accounting Standards Codification", "Paragraph": "14A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=114867106&loc=SL7669686-108580" }, "r490": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.3)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r491": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(10))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=114873790&loc=SL114874131-224263" }, "r492": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(18))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=114873790&loc=SL114874131-224263" }, "r493": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(19))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=114873790&loc=SL114874131-224263" }, "r494": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(8))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=114873790&loc=SL114874131-224263" }, "r495": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04.4)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=114873790&loc=SL114874131-224263" }, "r496": { "Name": "Accounting Standards Codification", "Paragraph": "4H", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=99384497&loc=SL65671331-158438" }, "r497": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "825", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=99380617&loc=SL75241803-196195" }, "r498": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "205", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=25866437&loc=d3e10246-115837" }, "r499": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-04.16(a))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=6488278&loc=d3e603758-122996" }, "r5": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760" }, "r50": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=114867106&loc=d3e689-108580" }, "r500": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-04.16)", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=6488278&loc=d3e603758-122996" }, "r501": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.6-07.1(c))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=114873854&loc=SL114874292-224272" }, "r502": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "740", "Topic": "954", "URI": "http://asc.fasb.org/extlink&oid=6491622&loc=d3e9504-115650" }, "r503": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "35", "SubTopic": "360", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=6496927&loc=d3e30448-110314" }, "r504": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column B))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=6590653&loc=d3e638233-123024" }, "r505": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column C))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=6590653&loc=d3e638233-123024" }, "r506": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column D))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=6590653&loc=d3e638233-123024" }, "r507": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column E))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=6590653&loc=d3e638233-123024" }, "r508": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column F))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=6590653&loc=d3e638233-123024" }, "r509": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Footnote 4))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=6590653&loc=d3e638233-123024" }, "r51": { "Name": "Accounting Standards Codification", "Paragraph": "17A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=114867106&loc=SL34724391-108580" }, "r510": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Footnote 6))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=6590653&loc=d3e638233-123024" }, "r511": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28)", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=6590653&loc=d3e638233-123024" }, "r512": { "Name": "Regulation 12B", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-2" }, "r513": { "Footnote": "4", "Name": "Regulation S-X (SX)", "Number": "210", "Publisher": "SEC", "Section": "12", "Subsection": "28" }, "r514": { "Footnote": "6", "Name": "Regulation S-X (SX)", "Number": "210", "Publisher": "SEC", "Section": "12", "Subsection": "28" }, "r515": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "Column B", "Publisher": "SEC", "Section": "12", "Subsection": "28" }, "r516": { "Name": "Regulation S-X (SX)", "Number": "210", "Publisher": "SEC", "Section": "12", "Subsection": "28" }, "r517": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "(m)", "Publisher": "SEC", "Section": "4", "Subparagraph": "(1)(iii)", "Subsection": "08" }, "r518": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "c", "Publisher": "SEC", "Section": "5", "Subparagraph": "Schedule III", "Subsection": "04" }, "r519": { "Name": "Securities Act", "Number": "7A", "Publisher": "SEC", "Section": "B", "Subsection": "2" }, "r52": { "Name": "Accounting Standards Codification", "Paragraph": "17B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=114867106&loc=SL34724394-108580" }, "r53": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=114867106&loc=SL7669619-108580" }, "r54": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=114867106&loc=SL7669619-108580" }, "r55": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=114867106&loc=SL7669619-108580" }, "r56": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=114867106&loc=SL7669625-108580" }, "r57": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=114867106&loc=SL7669625-108580" }, "r58": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=114867106&loc=d3e557-108580" }, "r59": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=109228884&loc=d3e1436-108581" }, "r6": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "205", "URI": "http://asc.fasb.org/topic&trid=2122149" }, "r60": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(210.5-03(11))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=115205541&loc=SL114868664-224227" }, "r61": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(10))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=115205541&loc=SL114868664-224227" }, "r62": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(12))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=115205541&loc=SL114868664-224227" }, "r63": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(20))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=115205541&loc=SL114868664-224227" }, "r64": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(21))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=115205541&loc=SL114868664-224227" }, "r65": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=115205541&loc=SL114868664-224227" }, "r66": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.1(e))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=115205541&loc=SL114868664-224227" }, "r67": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.1)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=115205541&loc=SL114868664-224227" }, "r68": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.19)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=115205541&loc=SL114868664-224227" }, "r69": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.2(a),(d))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=115205541&loc=SL114868664-224227" }, "r7": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=82887183&loc=d3e6676-107765" }, "r70": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.21)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=115205541&loc=SL114868664-224227" }, "r71": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.3)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=115205541&loc=SL114868664-224227" }, "r72": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.4)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=115205541&loc=SL114868664-224227" }, "r73": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.7)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=115205541&loc=SL114868664-224227" }, "r74": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "220", "URI": "http://asc.fasb.org/topic&trid=2134417" }, "r75": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=109223946&loc=d3e3179-108585" }, "r76": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=109223946&loc=d3e3179-108585" }, "r77": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=109223946&loc=d3e3213-108585" }, "r78": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=109223946&loc=d3e3213-108585" }, "r79": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=109223946&loc=d3e3255-108585" }, "r8": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(g)(3)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=82887183&loc=d3e6676-107765" }, "r80": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=109223946&loc=d3e3255-108585" }, "r81": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=109223946&loc=d3e3255-108585" }, "r82": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=109223946&loc=d3e3291-108585" }, "r83": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=109223946&loc=d3e3291-108585" }, "r84": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=109223946&loc=d3e3291-108585" }, "r85": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=109223946&loc=d3e3000-108585" }, "r86": { "Name": "Accounting Standards Codification", "Paragraph": "21B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=109223946&loc=SL94080549-108585" }, "r87": { "Name": "Accounting Standards Codification", "Paragraph": "21D", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=109223946&loc=SL94080555-108585" }, "r88": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=109223946&loc=d3e3521-108585" }, "r89": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=109223946&loc=d3e3536-108585" }, "r9": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=82887183&loc=d3e6787-107765" }, "r90": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=109223946&loc=d3e3602-108585" }, "r91": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=109223946&loc=d3e3602-108585" }, "r92": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=109223946&loc=d3e3602-108585" }, "r93": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=109223946&loc=d3e3044-108585" }, "r94": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=98513485&loc=d3e4273-108586" }, "r95": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=98513485&loc=d3e4297-108586" }, "r96": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=98513485&loc=d3e4304-108586" }, "r97": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=98513485&loc=d3e4313-108586" }, "r98": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=98513485&loc=d3e4332-108586" }, "r99": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=98513485&loc=SL98516268-108586" } }, "version": "2.1" } ZIP 124 0001574197-19-000005-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001574197-19-000005-xbrl.zip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

8"]/SJV ZK%HY]+,_IQFXT?DDF_\9;A"*9>*X?E:GZV3WB? MO1BCZHI1/4_H@"D,>B[A"%$CR17YQKZO??["C!H,1J8&;I#DM[7I\)42D!L5@"P'6+NWB:WL8%34F9L+N72IR(>F+%T'&VG, MA.^CT),1BF)*J4=H05G*9VIM([HS#F[UI(H M@:XB&C>;)EWA#T],$R?L180K]Z>Y_)-)]\]Z-NQXF-RX,ZC,N3]N^= Q[M*@ M[VWZ]N3.GHQP"B)M#L>D\V][ /TJ#L^F-%W<6)$\:#VRR][D1_ MIKV9*951Z!N3;B>"T:6=?\#$D[XKG[%()*YL\47GAZUU<)4:<'(CZQ8$M#3X MVZ0/%\*XTN$-?%?742Z^-S,!+(&%'*=V-2UW&L)WFDP^ YGWERE;;N[J)P^P M(Q_A'S,PF%1ULE?/*_2#(C "OET4#AQ 5M??PS%=%-E<,?Q#ER\7J Z14D@* M$.\"W_>#B-.82=Q$*%MVPG/S>6:QS7(=BF7XWX;2YONSK^D, M__W+(T3EI??L4-J3[5K:DUPP=8C2GHUBGO/&T46F:RBML"Q%V_"Y.I"&,AU; M.$$YGY,^[^SJ3)H5(Y).GH(\.5K]0G]D)$XK--L[0<^<9+4](+9KM5!P,B_% MA16,"^\;Y""(]XIJY*L&5PK:?Y^8@9D2OZ4TW^W8RL_V6U-2I>+4Y_;A[T6;^R0K?D%=G;]9BV/MRK$:N&H,K<8^\8"TCHCQP(T-LJXOR_L)O'W MX.,_XNKYEW4EX,MA47IXS23RT>!ER_X*5)?)4YXD@A(<"H88\PFC?E3H[Q@3 M-M=%X7)H4 9.$3/R%';'BFYVT#]@#@4*+4,0^T\6ICV*GPU!UGZ53JP1Y"L, MJX%$P3_BXOK+ V/2SN6&,;E8CB/?2[EA4^(W*S?#%#NJ=J/!AMLXS]#9(M$: M!BA[>EANMW7\5_+5XJT7ILQ[(8N73#-?P+O&AJ+6KRM(W#C4013(KF9V'B?2 M(H"V+0).M44 >UZ+ /[,%@%[H#[#1C\ B>KRX>L/RCLC;Y<%^6SUB+YE[D%V MEY6&Y9+-&X7-VZM\).2-G0M/F' MKD%&J[04Y>GRVV22%DV)YK6T#4K:YRO;4!63L6%CO\CAKYMTGK MY48552MM!?K)M#1+'U@.([4Z&$HWD5K\ZB_\NNO+CK_<%RU R.O?H)K>69$UX$SZ9C*4N+KGEB,(7^$Y&?K$JX\$9J.8.__2^[&GW_OA+]5 M74VZ!M[-CL,>_E^W#<7%1JKO&<]U.8>FBG!1W-_<@'7;M[#"1M)UI\_<&G^> M*S]\Y(>(U[_+\KPX098.@V0/UOIM.-,H.^MA$_$(<@WB2@EZ>T5+J =HC[3Q MA.@ZB^.UK<1L8XBRO#?+<^<$*9R=QQ[PXS\4F9E&C+<'EYMY;MJ,6NPWTW:! M!&6PEPE?J#>U:Y;GPLGY]?UKCLJU#^QVOGSOSKE)7(LFL[2=9L O++?Q:]JF M(/,&TU4:) S*>)8+5W0_FYB^3&:85<"2H:2\:=%9?LRQ[^%"2X*U75_G#\D? MO=NT/QNDWZY7,&_N/S3^,E8&?P $\6Z%S0*!!B DB;3IK:.TP+@\G"7F*- ? M&S&YC'J4"E^BF&@_%BK&<7&.T]#S-_<_W/H>_*Z3 FB,37#I9)86%;%=*MY" M/_CE/>Z6,6EIOR0$I_<;FINK2-TU1U ZGEKX^JO5?)W5L.QC["3DJG+UJKX& M+U2W>I'\::8+\V1 )O-A*0O;N\ MPC6*ME][2S*L(Z/=C%.+0JS4JHO%(8#A8\5/(V%INE<)ZT0+=;[%(G3>SN8V%T/X!)M>@38G'OPY7(5(=":M]<0LDFH&^,R M6>A[B#,I3>0.]W 4^67P'U(A)LVX3(UUH(/0E)3FD4>E1T1!J)JP+7&96]^S M.BZSLNA/K; UGDUZMTENDS1-E49;V@&F5M89W) K4#:8 ?!HUAB\2DPD]FP, M/%H[#7(7LVTRNFUL\7RIEVXCW7,^Z/,(@CEW6><-VQ0P*5!,/<%4+!@C2A)4 MWAX&R&^#.<\IF/.,E#%OOG_46^_S<'JV1%W0?5M' MQGF!W#09WF2V89BATC/N3;\-!62=5RN09A&*=43B@(N8^%K0D&KJ1YSC (M# M5F^M=\1=_,UD^IO.$'\?C?KWV6!PM/B B>Y*M,\VT4>. V]!"C*.LS9;:1DM M=(T6IJ2_T(2:ZF"<2*H)#L-04U"$=:2#71IH/;VQO*D5/K3!$;^ 18]9?*!= M(5@K/9P3.&RL7U!4X;'V&5O^9]+LU_%V!0V-:^C0(?$"/Y"8>HHC&?@XB@E@ M":(B0I2'+]& X/=JFPZ$'=6]S;BBZAI)56S@F0 MYEL"U0"4MR+,,@XU"@E1C!2@3P ZC^2^4K[22(H QS[U Q5X;PN'5H]J?\#3 M)6J?N-,*0J^..]\GZ3C)^IWT3W-BI6?G1OQ#8L]O(8;XF/*9 * MDX]XZ%'/!]6)*3]".D*"!@?5F-Q^N"N+?8O18KL,];IR$'B M>*26P[D@&T1J8,)0Z7/=D&?;P/[-'2T6D9J1)V=\A+S?=H9H4=OH/1)B+R0L M""F<';%6H=&A>:BY]J(ZU6C?(JO=C]VZ:[[N,4&Z5.^S ?,R?QQ#;O&',SA9 M7DH?WA^(G*0^O 5=@'/KU"0 $.4AC7P=19QY@9(" =B$GF8$!5H?3PO?UP49 MA;L RB^AS)X;_)P1RGB]WL2$OZ=WX\'H(35]$8?I=?9L;?>4TR"W@@VM^XUI MJ;B.I!<#MH Z;.QP/):$49!M(DK(H<"FV+>HV#:_V+6C!1O15>HE4R7/#7*. M1^(YG"[]-9U6$?L%[;>9DVWFY!H0%KQ1/#S6Q,=Q&&"/:X*]6#+", LT%QQ4 MRH-V[$Z?VY.[S:YLLRL/D7YFI79G-"2Z M:WK+(NN#28?]E1=1;"XB\-.VY1R-79LJV[]JF-Z;3$XSLKO9U/2FJON#FA%7 M[3H;,[EZZ ]WZYLQ+VBTZY+\X>'=LR>%FT"'])DDI=W#3O3^]'2MVYYEC;$ MA(6"T&U: P##F2Y4QB1K7UYMTQ@V>-0OTM:*_LGC9 JS,=U^._>WINV]^1! M;#BZRWJ5%.\:4/TY3GM%LAR\J>BPU2\'M) JT2V>9_+L\FDZ'MM4.7-OG2O7 M[:2FT:)I7I:7E3V-^.6H!&ZT/:,+4BN^@<=-9:.^P,3J1[*FN[ MIYYJ]U3^O.ZIXMWS\'\/U&> >I+E=9.2N499S0I'56-NT]/4)L+;EN. @\WV MG-TUO3DMRBUW2_ZY^,:%3I2-S%J DN%H:D'/0@(@HCUJC"1CWE-4H+M*>\DL M3XOSJ&H3-!P\E"WU[%=%;]&R">'FN,:R^V#7=64: ;Z8H0!"CO*5CQO6.@G@ M/@PAZ\^:#8:JAO7S78'6KGU> ?Y=TD\!:M.U'8JJ3HB[3:G1,''N4/;L6?WD M)/M59R]63W[&A'R,_ MXDOQ#+ +@.!Y"NMB_[T W #'X;'/8E+J@2UI(![9RT"RX]L0]WZDCF^5W MRW+SW%@T",MAC\O^I07GWZYL[CG7@'6#T#+(1T:('LSZJ9.!KP#LW4B*YR_7 M*C&2Y<$IOS9=^C1D/E6QC*1FS/>D0H$]U,)8ADB^2.#@;GZ2=7T+7ZB3PC86 M77S[:W+C)FL NUBNP;(W)IRD8^ *0PA T0=MHTE0HV@60X&'0QQ&\"7C/*:: M>D7?.*S9?)_I#6TTOXZ&#CZ>WD3S=8GQR=1TM TV84L^;H;TE0*/DVK7"!E MHK^RT2P'$1*T4BN)+C(+:'.VDJ6[G3(\='J#,U X/;?1=-:\ MX0K;!/O\S0M^X)^,,(T*,^-(Z,T1RP-IZYT4P[+616LVE^JZ/WRE$MZ M/7>;><*<9GZ5#!)8Y$Y^FUKS^U')C';ZQL5_G@6?5J#!]\DH-GQW.73LEVUI MM!F0$ 6<$^PQBA1&4>3)LH)/%"/4+.CD(RDBY'/M:R60]A$O"CH1YD=,;:X4 MM.T]*PLZ-10:8SXV MEO=&"X:Z=&UUINU6@UVF^YS5(D\A,F-,[-A>]T]GJ)4,*C:7N"H8;\GV]BQ6 M?$;1JYU6]QRK5@ERH;70#"LM$&%,'+QJ%7M:U:K=;MON_SZ3\DR/B@$_0/C, M([S^2VRI'KL8Y@;[U[UCJ"L0M^ )!F:>% /Q&K'Q!S#2_NY.OK8>\0@PL".C;=6%B27\85VU#= Q! MC/)ZQO6YPO8HYFV/F_10$-R65%&0!>!CD+8J8:N0M?87L<"[A"R;"M]6@N4! MS[L#S/,+"/ OA&='"5M'A$[; E>QK.$I9"K$./8#[@4F8BH(/;^ IX BKIX& M3U$R&<+D\V\30Q8GC5*[^#6P":'?9S[XB86M'E-8%6&'\*N[/\WEGTRWY*QG MXA1&LXEACN&T\WV0/!@G43"879G H_\RA9QZ6=+Y^VA@XAAFDSSMA%D^'N7) M8(%R4AGU;FL/._$QCSY,%:$9T#^;%;8(.9C,77&(6,3]^V M?1I/1B ,])]G[-S-\88;Z8\A1D@2@:6D 0X\Y<412(:^Y].8B9#2IL_B>S%$ M8VTV-N/1-7PR!NQX^$ _N(WZQG)&X+^]1 MMS+E7C%FJKM\^NQN75L >3#O)ADU':[=PLEJ#=O%USQ#"G<5ZTW>],BTV M;BO"51IV2>?)["2=&_.(P],#0;5)-B",H9CX$5%:!4H+3U!##Y'6(<>8+1[% M?X$.^'YTEY9NC_D8Q"G\4\:#CL9%/Y"\82U^XNCW89<] M%H^+XX]Q@306/=U2+?5%Z+@07P/%)F:K,-]_3>]OD\&@DZ#08/ M0':_TL'(Q)566&V"@F?V"240.#X8AR+RO(#YOH\]'L=<,:H%0E1'L0H ?-\U TYWECIK%U$%L[@U&.2AN&WV?88 1 M84"OGS,OJQI7G,=A;= M95S/F=:"&^WE0YM7J6 K\C*..S3@V[#S6_)09+DX=VO7;$M98LQ&BMC$%-!7 M9DD=AEBGK,#5+J,DK[,G-D:5=->EL)C3VARCYA83RNAB1.# -!$C35'YH=,K MC_GZH2X])!_#]RX3I0BJ:01IP_F\XK7P_J,[H=%9.>*44Y2 MHT6D_?F8TN(%Y>P; >AW+O/(1BZ;%E6CB5FWI2A3(R3=P"+>F&#Z(M(T_1\3 M2PZW'TS9()J0%"->5\>0H60^BN,HXEQ+II4?RC)@3JA0KE,^5X/T]Y%)U,B2 M0;-Q[_IFDR8BK>YOMOJ1RY^FZ5<84F7SLWMFMFQ7L]ZNN@V3XF(Y1WU_VLVP M3*0RM%!GAQUZ\P6N-HIS5ZXN9[U63.@0R4/B05 MV+!!D_4"S&^ ?QXHC)7#-B1/QW7ZHP79=&*';(+T"O1?QBZGMC4"U\UEJZ#4 M):&4H&54**_B.957.0B,!_2_E-RI:X;_WJQ M1X /:8QTY"FB4"PY_"9QJ)BJ6Y88KFPRV&\PY^GHBSNSRTCZA\6H8]-FH'E7 M_CW)^EXYXP7WRZ43TM<&.1^,Z2CG!^2ZB\[W!;%J)]%I0_3OH2+<"^J0M,9L MAK%$(8JI0#X+0X5$H;00)=1R6^C5;#&]<:*GI+'S(7(>2$FJ7+:6$1SKR8P9?^GX,ZIHLU=<017,X M\6,*ZO*E;7X\'15>V+6-RE[];-Z]DS"671!:NY)O+5SV^-U?UUVZ.B>6\: 0 MYM9DR:Y(+[A8J1CE]O%6+5G02KX:O?5J-+D=C?HF:Q40\<^T_W&6IUTX\V#A M)YWQ(!D:?:6VH9;-<6'8WR:68 -SK#UT.P&HN;"ZPRR9W5@O< M*?BZ:X_=JS0%MAC>P)=VNG?V.B>QF&'!6G5+>Z^]VYKRD\$J(69NJH7-'Q;\ M5U9DYO:3!U#9/\(_9L&3K!9QUDE"JY?:C=$:LA/#TVEO5E:Z@),42+DSETI= M)38E4YN-FXS')LO'/,10%F M.-9*,J5I6&"ZDH@L-8)?#'5#_\G9S%B=K$<<;,W]>P62-8FE27#E30TJ]:Q+%-0.AF+%7<%4@P) M-DL'K,.ISONK) =,ZE<;^&$.*ZKWID5@55VBIWC]G=V#)FV;W*^D_^]97F!4 M45FFSB1+>KU)VD3WQ3'8!# +2JO[I]OTN)L$P&EBP7FT\BEV(";HHMN!ITP' M!DXG=9V;Q\#9\29OK?%=;/18>$P+9,J421^#1"^UD&6_=4QE'#<\%KY'0D*E MD$#VPI>1HF%Q*>$*XE].(R=:D1DZ?EM3XQ-O.YF5MNN;;2M=4JY>FW?KSWWK9 M;OUK)N@=7Q+V6RE$_Z6R4A>52EXJP;%-V'ZQA&UGBB6H=K2"%A<0S37UB.*: MA8KZ--*8(Z6H5.&.CM8?I;K5C[.AR3],!LOIV^O+0KZ.\77W@O*\*Y0^Z_SL MHRI!\<)'W\L!6B$V69UR268Z.[1[VFQ?& I)7571"XF,8NTCCTJN8J1#%4@? M,*2QC;=K!D0#DQCBFA\5)<0HX24B7H^58O3<#DT?:4?)PRG-01. ,2B7Z M;7:]+L"BD7D3!R'52$@A/,59&/I<:Q)'*!0!1I$6^P +L_C?KDTL4">TQHJC S82QI^"/W3<#0B9J+2HV[53U#LZZ'&W- M*MMCB_JMY'?\$/:6;< M#&V$(5K#$.$D5CJ((JW@5S_R00T**:$<$Q4&?O12 M,'02>A!&O"OE/FL*MSC4XM#;Q2%>XY#RB(^C,-:8LTB*R%-86I4L5C+6E+\4 M#IV$8J9(E^ZUM/D;@*$WY^OYFD[+6KOO32.W#ZMKJCV;6BA02W\T,SDGSXFK M/DY_^:XS/0*TW0:VJBYR+A4R98R03W# 9:1\.,$H#D/*0FX*F>S#_@7D=VFI MSU3#/E6]DW:14 ?#V17T=+010V<@C+68=FZ8QA"O/?@4!;Z'5!Q' 8]%Z D5 M!3B*D2!2>FHO'OQMF'822BP5 &J'$QY;4&M!K06UYZC%C+#:2Q C$NJ0>:#O M^3K4'O6L6DR1%S&%O9= M>-1B7=I^R5Q5ZM]ABKL3%KGH .?22O7556:\EM3 M\ZBH_32G&+]V'/EQ(NKI)Q R)AH!GDJ%F(2(1C[HN,A3<<@T#H$V$-(1>JY] M<0Y$O:FK7VL*<4Q' '=P^ZFJP+B+.6Z3"L_40=&"W,F#G*AU8,Y]4'F9Q[U8 MP:^A%WJ$^=A76/F,^:\"A$V/:Y6?>VKI%N1;ECACEMBK%JE:*/84$$PQ+ M1GP61,07'K-*,8ZEP %]#9@[+269B#WWQFX=Q*?G(/87:P*_;U8C_E"7(G[# M60,A"6<%'80*@HD4+X@" MQZ-Z;)(!>%?0?6;P''G1D+>0&AA535:* -/Y1BC'&VMZI&5J#A+X80CS;U >TJ&R,-:^9PKO5P;KS;SQ&L[Z1YW\.HN@I<^8.KD M4RCN40+;Z[)DF]#48G6+U7L3H%4-U5$<^2&24@01Y;[R/4:P *&:1MQC+%B* MUWTJ5!^/CKPIOQU4XQ>-63M2KFJ=ERWDMI"[5_%8H$;>%Q5A',=*<\2#4,1! MK%TT,?,X(ASO"W./QR*QBWB,NW1[Q^I60'ZD)_6OUF->?=Y_?JNT?9PFCQG! M*S4!O$H&B?'&YK=I.C5-ZI(-_?]L)_/-[93+YR6VCV#;(/!O6_KYK6RB^@RR MW4/WR\T]."4CI@FMYV$=DEAAC9$H;Q128$PG.M\^@>K?>8%NT&=1/ M:\:G7K+SWVXO:SO_O:WV;VWGOS>[]:LZ_[4^J?(.HT,,IZ-)]OI]X4Y06SYU M97B;+MRH 4RYBIC$ 8U]CTOB^R*4H0[\( X4U50_UX%?$N+#[VDRB&QG[P5- M^=(YDHY!3=ZH'2.NNQ+O,X#O2%FFM3ZV<-G"90V7H#XVXIVD" 6/@YAA'@6A M!X((ICQ4 3.QSR\$E_(4X%+I+LA-\S%'%QPC10 8!(8%G.G%SSY.2AE3%VO?C M*'AD1A'3LAX0]NQ=*O7.P<;82N&>W[21E M!$J[:J^9%$^FOJ,5+L[9(-."RB90475' >2'PL,4(^'[W M##Y00*F*0KQ7E M8?#L/,U'@,KQ"RP$=Z4\7*7K4P"5(S5;V,BC@\@S/T?39+!1@'GYT-/CM/.> M4''9+0"I<%U&1PH5ZBAFB(6:\UAIYC.- JW#0,6$LGW4ECUA.U8<_4GO8J 4ZO<5:^8H338Z;[P@ I2060FG+* HRH'W/NRT"'*F8QBPCW M HJC9WLAG@20QR]9$L*[7.W5=GBD''1BEL-#>D+[:7IGQ^A@O,K1M5% (N BT99X01+CSN1Y$*A(^_IQ.3_)C$AIIN.0L"*/RTHS;1C!VP@CT(U0=,J-5H="Z2O*5>A[ M<1AJRCF/D8A4O!>0;%A\O6'_A$6O-D3JS$PY+X]M)YCUOP?@.X7L?]V(I?>Y MIS7#/L,LY")$'I%>Q*D?(9/^%T4OB(K'+TB^2JC5J98"> T%]0 +\'-%#<[\ M-IFDIN9F(4Z:1BE[Z8G2AEX=OU!IDA?KR + +4\+)6B$./.H!Q*GCN. ^7[H M,2_>#3[_";K/9/ TW7?7YI&M2<<8$^TZ$J]5\/=T2G41X5[QR1,MAAV"AA& M5(5AF 9<<<00\B.. +^(#!@HRP@3)L(H. 2&';^L1S3N4H7/&L..U"AX.&?F M/X=%(^RTW[E::))]8!_$Z;H:"&)UK'F$42Q]H4-/&,R0 !F!]&7(I?:03_EN M8%&WO_33Z7V:#H-D,C'8X=V90$K0$A?AY"3E($Q45^VUZM,V*CM:<>@,I)X6 M"@ *1".J.O*XB7WD+ RYIY@?2ZE)2+D.X+=P1X/Z7J#@^,4)3$D7X[V*$\<* M!6WLU";;4:-_BVU6LJKYR]&8\(^S/&G;+NPIR*UJC2_$4N(P8C30C&N&%!>^ MEEZ,(AU$ 4*[(?=IVJ:8Z5?.#R>3M2T93UG&:S&VQ=BG8RQ&=:*0BG2(":>CK&'K^PRPCM,DU:C-TL(R\T4ESJ3K>/MS6F=X2- M&1?XO H&W.>@W)_F\D_&5YOUX!E_3Z;I??)@A/.[=&+"%5:+WL\<^R'Z3'X; M=KS9S2R?=IAMU"B[S3:1'=N>*NV#;C$=V2^*3*-.E6I47>K=3-+4*B*CZTZ< M_4H[WT=P6^?;]7762ZM&E/\8# M*Q[^WKS;*#T$?5Z_VO8"_/E#MW.7]%-X+U#]'7@\0=Y+ZLQQH)<_3 M_.^34;Z X*YQ.84M9/_JI]F_3);M( *NGSY4N!Q___9?_[AT: PK[G[Y5_&^ M?Y6/MV_+,YM_7MT)NV@WT>UAL> M(Q8B TF6*NVMV+PZK^K;]7^- /YOJBS @J#Z\R1T><0D!)1A/ZBIB%1$9)J= M;HK27R:AOSR;=K)B*4M;RR\WG8O.SXT4U MD@!Q@'H@3)F'WM]FO=LY!(9;4[,9 [@52#<9CRVJ'I@F&_72D$:<<1RSD-!0 M!@$ FE_0)%'49]NS6/.O=AM'UW^W:V!)$H["K#^#+3T=8LRJ03<)\O)K7)$D MFJ/(CWG:,U1Y#R)CG@[?_6UZ/]HFPSZ%)*NEO.A\&Z9E#VA7NNO.3B*O&D-O M)%%XQ.A5B$VVQ'9RQ%:>HRN S,'A;)@,L[O1+#=D-!G] EHKJ' E]N5PXKKC MR4RKTP.]+0% A/D!Y.;= AFMA)BO[&1>BHPP+BONC09;S_G;T7T*1-)=!%Q; ML 2> P.%._*TDX,,GL$N)M;,?CV8I;91NNNI/DEAP/!764#/#-\,]5/5*/6F]LL38G*JYU$'WR:J0%@OCM#]O)^5#QK!D'Z\F:?+'Q^0: MWODI&<"RY_"JO]Y.'C?H-:IH\HCQVJ>;X?\ @K*2-?T8A*_?A5VO#6O_VT; -$&1B,;78U2^:7='&[ MMS>^#P.,"%,^CD'!\XF/C%1<=*X',5D:4]*&QO=;;V?OCEPYQZC6SB>CVK$<2;TWY?H^@?//@$*_.-%666#R\JS873HU9]#!R:CV:+(X##C3 M2G%.% .X0+H #,)9HRQ7249?1LFP+->W3L;<0#*K1<7+97DS3*^FE\-\.ID9 MJJWN_VTTF=[ Z62&49GA]D8R1..+9>/[WD@&H*0/T^IK/3C*9 M),.;0OHP*HH1.+)^ZB0M(X( .)LQ ;TV$0:84"%10T MPE@TWXNJ21]>-=JXG.+9D0Q3AP09$&"OTL[5:#(!^=VI"P8^>J/S)@W3 M_C@!*6DVR=-242J%>*>83V]AUH5:T"N.WAZ<]*.[9/)06KJO$I#/>]/"K-V! M>5XEPS\FL_&T]V#^RH;Y:/ +=)&'3FI,43#@RV'G?\] )C#!$_-ZS2N;Q'E= MIXAAJJ(@8IX.5:!YJ/W XSK&ON:" %.M.Z3CT>3[9-1+TWX>3T9W]5'M#?NE MD?-RZ %###+8GA6'M_I/"JN#/\(/BO;D]=QZW.^!G]3% QHX)K-4K+@<&[H/6:1]HH^=[?RPRRC4(MZ-[*T0X M:;6@5'/-BE=<=#PK281ISRY[A^)N@PTV,"Q(JXX[JA%9(65J2GZ8UQ^:-41= M52)0) I9K'44>(PQ+U8L%AZ6'M(AT13O&@1KSL=A/_\V"9M36O#^.XY@__TS M?/HQ\T(\]+K'V4OXHTJJMQ8;\\$DO8,3Q]#?53)(C+UI@7\J#Q4<(["3^N+H MG,KMF-',]0.R_FLW:#/,D.MM80V'CD74H@6 M7-W\UW#@TB#N:B MZ3!R(96.:WKI8%!\:_T1YF]8XU[Y]PHJ^)G= 8]]3>\[OX.HNQ2 "4QXDPW= M\)+9=%1^X.(Y[2?W67]Z"U?#>A3!6#U@YF2X-;[U\R]5U?C>13P.0C'^E< 2_>K>R$XRY/_.0 M>M+(/?A%O[SR_,;8OS=T>)ZU?OUK5 [U[ 0 M7:Y>I S/<4;9'Q5Z'E,F4PN:YPV:C2Q]T%=EK!3C//:X""(5!"*0P@LU9R3" M\0%!LQ'K_O%'.CX* _ZNT*F[A"W;$-\,DY1+KGSJ!U'H$:H)BN*(^.3%@.64Q1?6 MY?MM=''ZZ')N5I$R!K>T@;QAS8?R1D^<6/NA9*#D4,X9ICH*?(FD-D6.D?+Q M<^&C7/9"Y3D3682WMH_6]G'*"" ;95T"'2DC+@B&N4:1ED3S 'L>$H@%$AT4 M 4Y9:*!=0?2;A($W8_/XFDX[[P>C//_0R8:]T9T-]MVUH%I;9W,?[NNSK[.Y M#:L9JNNUX9 R[&O&B#(9GMI#5!(4*$F#F"%?[Z.#(=#\I:7U+TLIYD?=_QB M^6E"\0F9-1CCS5C00.LXY C%'!.IHHB&48 9QS1B>$E4KN'1E&_8K4+]RXO# M5:KYCS()N"PT\2.]L4-\-=F:H/24A5#\HC:%UQ4G%]IX'&LMCQVJ:)1U2_+; M-)V:0@[)CI7^5I7W;533+9^;Y,\J7'6(,A9/OKN9N?OX5R^4NMA6;W=E!=XG M$MC:JA-[J.K*]E,R9J&LQMQ9V-; :&M@G)^PV!9":&M@O.&M?^,U,$P54UO! MK&AD-"A*=D^3X4UFSJPDSU-3DW&83MML[S;;>UXMY8T:QR:I.XYPH"CHHU[@ M*1KXF/HB9J"7AD0\/VDK&4265(%2?W>$>EG1J6?)]*!M@5\D\EFP+B9[;1%\ MG-S4ULUHD;1%T@:22EP'@:L@P)*(B!*?"T_Z)J:(QA'B/FBI 7TE)-U?\]\7 M05*FNE*W=33.QM_\S9;,<.+H&<>*;\,)5=?&YS+PF PP$U)PCF+/CX,@BH0? M( FBEWHN3M@5/Q/!"K.NHON4JXY60CH#0>@M,+)HQ!%S@4,9(8\'%/@8!UHA MYE'"M QH0)Y?77 S(Y_6N2Z[!.\SS.SXS^=3-S+]-+TQ-A[<;?!N&[S[#"2E M=4^4./*C*%:^4)3P(.(>Q:'/(\9!1D("DWT$[YZ)1,2DZFI^' D8QZE!'14P M'Y,MJH7D%I(W0S)KE#0((J%B#I*MK[CVI%($QY*%<4S"$,NE-JM[A>33DFT9 M%UV$6DA^.T:MKZ-IFG?&KMOG2SI9CQ(W3TA[%XV*#42C4 J%:2RX3Y07J! Q M4.1/,N8_NL'G>T$N*Y"X(M\KP\\JBZV!RG M?AA0+L.8!3P44A$E1!!$/HA:#(71X9'GM.0K6)X]^P2/7Q Z=>NA<_L-LN0J M&V33+-T4BG;>92BW (-$=;LB$FE"XT RP1!GL>^%2NF8Q]1G.B+LV67D[*9\ MJ??DY&42AKI\O]GKZRCL:&65<[9FO6U@((V6/%[ /!&$@?8(1TSYFB DN):" M^7$LGRTQ[ ,)R8RR"[6+U+I^OA%B1.1&-S>YT4V8*>7C+-I,GB[D0:2U?Q/ M%--2$HI]XG$>(C_P1!0J&C*))5=L'\98=\_)BP28D:X^#V7A#9@IW@0C"]S( MM@#!/O0"'"C"@]#W8\68IS12)GXHP =EY-,ZP@TCH[T*]\=_5)^ZUN]BAAI: MOTU/VWB4MQ[KUF/]#&QMQ%4K@%02,]\#S8@3$2ONXR"0H50Z!A!6^\#6AH[D M#?MG(C*U(46M$:8-*6H!^A K5"S A;&81A@%9MB@M33S)>""(88CA2.]E)W M>T> /BU1N TP>FO&L)^;RV/96E";:FP="Y2?)BB?CFU!-2I@^SH2.N0A95'$ MI0@T$<*/1>A)DX,!/. BV)_))9+ M@TM<9L''66U>#?A%P?LN&(WC^0]F +\SRWF"4 _^;$J7^ M8-3[X]V*BJ6$J#C@.."$2(WCD,(.EA5+B8_DQSKYD<2AH!BI.&(XECK$H1?: M2\.0QB$+'+8!'Z1];_KH]P""IH! 8\/BDUGZ[F]?OWT-OGW]^?NW+U\NO_Z] M<_GU9_1[]./GCTZ)/<4"+1#I]B*MNPSE.3,A[W:G^).J/[80I0/;O*LWZ63!XZF2N=?)<,DQMSWTTZ3">@NHW_'WMOVMPVDJ4+ M_Q5$]>TW[ A:@T0B 6153$>?3!$1"$MH4P09(JS2__IZ3 MF=BX2R0E:NFERB:))3//OCPG+6?PIQI ^GL9-"0!^HU%U:O M7C*?K5^]_B"=3LOB3U!]LPQ^].!7V&IN$)81FP6=>18)\J+B_S<8Z?Q\"J:!@M6#A@N*@/6B.GM7& 1S<9.1XY6YYN\=<% M$^?>1% S3#&?53,@/T6-N!.:SH4*CP!9J!UA,HKC*/8B MQES&;>Y[Q/,%#:B;Q$N9JF=(A>&C4^''S\FN=$CLY=+ 8Y-AN!L9GEDK5 J> MJ0JTIC.#NW]9A[XMH(?Y>,,-&X' M\@Y[J.Y:9C=ICE.BCLXD;3K7=ADP2,3<2#(&WF'(!8E80"GS8AGY_H.8Y'-O MH?HG!V:9PXA*&IPMPUZ=B*@\L^[O5#VF428N9P@Y=R!:K?V%15+UV[Z-T*64 MVK$3AT)BZ-6-0FHL^$ X7F_X=Y\":V+]/@,_ BPF\-BK;[A[YT7\Y_ ZG5QE M1A8 %>?%:.WHK!XQ?:BRX:^C>0E'.;L&<>>L->T?2D?JSM:U$5-3]6X#RRP M">?^5 4&\9V5F47C3_)2<5*%*QN@X;MJ9D@Q1Y>_U0WO/'^KG M5]>@(N&2R<%H8ZT<\_V&.#S*'2$8(]1QW82!/R]][=? C^,VZWD/XI@UQ"&+ MR4_X%-%!T2W;0!X[:DY[F9#@@EO4$]GDE[\5DVQ;B.K>._H!'O@!;FQ=I!7X M1N] 4?T3?$)K5ECIZ)_S?LHK^XE_ 1I2AVE5TW&.,.>CO)J5^<5+"P682A93 +? MC\. QM3G]]^E#4_]V[F:[(*""AEFTH$X2_M;NGCB><9 #4%^? MW="6K'*X(BTU?U;O!\AO[_):&@_3ZAHY&!Z3WA1SX.#L7W,P7H'%=2BD_)'- MK)_I>*[.I)H/KVMI;>3^++]17]4*XLSZK^M,B7SU8ZTHD+W3X;_F>0E M@]7H.S4*;/U]K-M\/+9P&!"6MH!X'BM' */]:*$7&Y:@U&5J*;K?:X#6;MHN M:/,YL2<"-TJ E;F(_, 7OA<84\B)I<>ZVDZ;!4J[[:K'6G^SN>#+I;I#> ?F MQ;_F6915PS)75D%CM+<_+BZU=VH>K38+U&RA'=KNISL8\^X:K;EHR]MGMFUO M!;&]OQ&V@821?K,4&&,M>:&C"=JVX0FE%C$V.9R7&$@8HS&&^:Y*24K@)B# MKH6WY$-81W8?O'NZ#_>6;6M3T9O>\+&BS-_A&B =FOP^<:44>VUF\GLDK M4*)7>8^C84=@0YK],-NQQ+-#?/@#3=W9;7%XEAWJW4#>4"I+J0&G[ZT8709* MM<>\ZF,='EKVG91*0@;=%H2:=UES)4V=66+K?41'X>J /LJ'.F:G[O\IFX Y MK7,6O2]D6LW&V3C]D>G%K+CMIM=3S\0 %;#8" V(BTR%MN M9[G2D6#P38H; MHS!!!>=@5Z#38(R-A\0['O*>938%28P/7A-=J^HW>G8!EG^L\?-WV)4A? K6 M69;=]%Q\-%> C)659T*36?XS6^'+[Q9+> 0?G]CDS<=_IC[^5O_ES/IX"11D MK/X2I(ABV%31[HVR+M=0O[+Q;XOY>&1"\_6JUJ6)BSK&O)Z:+U,M.2ZR<7%[ M=++N%NPG<1+3@+M,B@"4?>"ZM;[W_+ WJ>(3;. L&]7U]W?FW8O2?/%59[=Q MH=^:/3P'Y[_"35Y)U,Z!K8$]PO',/EON1-T['+\Z@XXVG=*]#9E50 [5Y1W^ M2&=C&AJ\S6?7F_R ?%+-LG1D-%B=$4(GMO^405<"#Q1;:C]ZFP6P4=AO]+GO MH7J/&L@'"[?U7D48VHX(:!C8E,B8/$,@_ ,$_9B9 G^:J=( Z M<22I!ZCOO*KF:I[E!OK9A?[ FTW'P[F>CGF!0:#A>#ZJ^Q1O>@=;?:_JQI6FXX%-Q:_SLIJGK?6=Y&4ULP2H^]%-QRC_CD;[2'^. MY4'PYV]ZP.G(,@K$:E1+0R;BJ@1#TA@+RDD&[7*7EB-%9KA]*M?]Z9,/2KI'\[+1ACKD^CF[55]5+XO M"G6HS%O M9QH['H7UM,LDN]6Q*?S@IHG4-;&*,^MK6?S,5<@%19D1:V!L3L=9792$54JS M;JODM4K9 MJ?*EM);UE39Z.[F=38(;5#!Z;RHC!#S5AAX61'=^J93.+69NNFDC$XC N^0W M%Z#,S#M_9>%Q\^%84E3*]C=(!EVU80Z!H9W.HJJENLE'#LL6#.E5V!6N^4D.^%Y)FS/ZKVF#U@KWWFD^5%K)NTC_SF_E-?>7^0F&KHG': M.#$ED6_[(F94Q@%G8>C&H58T"6&2N4^F:%ZTSCBS_IBJN-SV0;S@"7^:(*[&>[L6/-._\;3,KL$T8 :9QNU*MDPOT$S'%BI0Y(+M&MX M;32P@"VT2%FZ*3SV9U[,*S"HIVG>Y>D>/VN_<8$)S+R&.C.\6F!,.P9KZVBK MV-**?5T0(GLG8[9S6=#!N_'LA ?"%MP1)*2V&Z'N3=S Y^$ 05_ MXZZ'<-?Y:F9I,R&38M9C&$//_6CCF?5Q@AL_T>4>K3+K&G!+I+5)Q;5N134% M]^GH)$C;0O9$^1)>Q&@<"^$G'I/P-V%3ZH3"X3T2_(XO!Q9?X[2]T=_]2G>U M83+*?F;C8EI[O?GDLDRUU:5H83+Z-Y!48.3^P$A"QPI94S^Y;(1T'O" \,)C MIJ$^9S/KW;BHJO<8V"DP=333C*;$O-$\:[-O9D,[M?7840O_TMH(@S(Z,(7B MO\GF:;T$KD*M!K*TQ,KX:N7#ZUQD6U*?]^W+ZVS]/%Z.VX&*ID:G_M M\,2U2[U(*UB<67"3+071!!;G93Y3T6(5N4,COZKS*TH!3Z?C?*B+Y9HP76N+ MGSB%_!<*5U4'T_C+#ZM-WEPQMC*.W[#8M.D_Z.1Z%NEA0]^&RFBM>[/F*:K$ M;CFOI0]8_QG)I2XK Z(I,Z *ZUV5919.#+'\]V>6@#/"BS%W/K *56!7*R:U M/0N5-J_K>))ZX0LBC!QED\KXDF-DMH[I>N*U]\'">[[5WC].[?UAJ]X/4,E/]ZOD M=Q]"?;4ETW%"[VW%6 L&S)GU,J5GVR1S #29 ]"+NT8LKR@&VBZ0-1F,%@7S M2E &5D-:A );&9SUZ,R\1EWXR!R!2.) MFS .HCR*3QLUR']YJ$'_"?XT:KFZ+$C'L';$#F)4BI#&/)8R#.PXX0EEM1B1 M4&/MJ8MP&_;3U.4O80?++Y^]?/GV,Q'D< M6?\IOGT4X:>X@1"RXL_G'\__>V\@H5W>:Y]E/1,@(5SC:#Z<-87]2G2V(:G9 M=5G,KZ[7P9FD?6_S/S_&6G:F73>X7SG?:2!8%)_&(U1AA,YXA[;(706+5O]H M/>2*#C#,0)'!XK*;-H9F:FQ,9"O]TTR2P-NYT/KU6A MSM$"X)2X/N()M9G.(/3#6"1 8;9D'F&!*R78S]*) QJZPN\&P,_3/[^IC(!* MP=0AM*:J">L)=;'8:D"* P2HBCX9ZJ!S MIUWK?;W1/^NMA9?.?^:CN5)56%N,]T:,^NF@2;_6N1=3;)M9/_+ACP_%?&9: M0E2+2#?_D2)T:C[5%*)_LY!NP01(IE7/3V/5M<[933'*QNIDNP>'%5+YK ;Z M W_FIBDVO<@FV24\L?E@X%/ MS93$U(FE'!O KE($GC*N&LK"GYJY="TV$&L.FY2JNND<];)I#1,JHT;S M$5+ BOPH.*Y3A,=%'M0P RJ!A;%VXZ%V?Y&VM?;XU5C92_!_;:>4&5*HBM%W MKM(_N)@9@"QU3:>GI[3T& 5KK-(M=0!?Q\/N3-*MOI5F>;.$;*%M PZX+QV4 MZ+@IP*U%"PJ8NK-Q;>914]RLK5A;33X7V3"=5]FZ6$.J*GYT8Q9"(]0_77TS M]2Q#;0MM6YHJ35%#;=.MB#R8#BI=07&L@E9C5'2@G!Q)0C\.?=?C/G;T"1\L M.N50B43$K&?0K77RFO6VT&/K^SW6U3D\N*GI'D!XG!\'8PQ/4'54] __':C4 M^0T>\Z18^.HZ'6D%J*JZ3*;Z_HG:]TK.I2:+N45<%A/M\X"@&C6"*FW2;D.E MIS>E9Y7&P7RGSI/62L$4"=62::A(^0)OW670#H1?7OUXMKW HMJKN/0H2:]U M6 DCD^($K_)""=$VSWELOZ4#D0(N8QC _WQ?!@S^+<")$:$G'9+$L4.6T#]7 MBQG9T?4R+4M4);JN3ZA%K4$U?(BT:0JG5KX)Z"T#"*HH>Z8@63IWWWCQW5=M M'(6M672P.(C;N9V=;6>CG 8PF16E*OGP;\^8J+^4"P(:1%["_83(.$J\(/;VH2.95M=O!$2<%8"N!Z,>+*#" C!E M4/=UW$+LXNA$U?8;\E ""06V%#%.=G&X$PM&9.(X,O3<:*DY[+Z$U9GU]T9? MCF>?!<A?D)9Q%SB M1SS9A[X^%9.K\ZR\B;*+=:#\KXBH/+8"/^60- 6N.-"/Z? Z\4K58[C,#\^9 MG*K+W$4N -EO^TDBG,B-613&(8E9S$,$UW)MQKRCNR "S2D!.?.]0)642]( 1)'S _"4#S)8X\GLO\^HC)H\XVN=LA MI1'A?L"XRZAO"VDG- Z<2(!\\KV]Z&B-R_S*""@X8O#N=#SF;DLW?")CQE@< MR(@YOA.PR&;$<\,8#I^YXK@>\RLC+\?C9\Y+\)AIF[Z,>4QC0ETFJ3F\ M3EO64N5W0U-ZI?%_NX6!<(>IAH'K5*]4\RFB86QY]^[6C7)=.F,X*,M4$0W2 MZI;!!*=-'=M+?]5Q84&OI4J0-3+%,#6E=/>IC564-;9N M:(42!.GZ0=%KY4R_KK8K6Q2XZ]9C.'5".K62JAT(&P/%3Q B9JUE*@F/(FYS ME_LQHWX0"LD<1")E;A0%+'R2JJIF6FQGWSY]A4U+/GU]UM:I[[(CEC,\69C8 M:W//L1-',2\]ZWT[ M(;5)9H&&L9.XE 41CVWJQGNYS/ [L/9R[&E3XND+6H7GU^GD M[T4Q0IRG-_(RA>[LZ(F(^B0>@[K:B16^ $T7RLBC3L)"AP?"#7Q!7#N6,@IB M]U !OS?UUY-6[I&+^?H!OTXGXK%)RV\37"YSW#B1=A(EG,6!"#WJ@O)S79_8 M@';H>-(#36@3*1R9)#&7$HLY MDB!^NLK0%TMEA 1'+>QXO'17T):M>S+QJ:3,YSQD;B"X\")7Q#:+?18D_EXY M>*$A%RN#F?U&1X:.[.#,.ZJ\,EB736ZB$VI][,Q7T):@^:%K2\[MA"<1BR03 M,7&!ZAS;]6-*PKW\P()35J94WGV[XFK?AZTCP""\IN!-914O M5J,PEQY1ISQ5^-KIM$XQUW5))%U/>(PQR0+.8S<* MOC8+VXT=-4.;]8@J(> M>;Q*YZ,'&)U.CQ0-8]>)6>3+,&8N5RHH(#*1S)74=^+'#E^_2O(BCG],I^N1 MX]=.=^*REW#B4YLZKF >ZCUPW.TP\"E)J.T=/W[]*NF)'CGD^%3A:X>TX6MB M1SXX$"[QXX01[@6A8'[D^M()7,_MS_)^A/Z,%TM+CP)L< +Q:X>T\6M!&8W" M.&+P(>,DX#20Q!7@F0F!O65/UZ?Q/7U)$!F%H.E[[+PE ( M01BU$Z)T8N#MA11UF,Z@%TMR1ZULVAB_WF6@TC%CAP<(D&X>L;/U\@>-V.D6 MJ]=@N)7"+5U5XZ MR:HNF&T[K626SN:5'D>N4%3'#V<-([U6DW7S6"]=W7<0IVYV04_VN>*P3N'0?>1#8%>@Y# MZ211XOK"#H1?$WA,PK S\(:$GA.*V)4V$YP1_%6H\9GC)+:EMU%;;'W.TL"; MK]^^?(V_G7^,OUOB[O,X^JWG0G)L#)P,/ M3% ;R<@6K@@2H 37 [8'AYV*H-Z0D/E!AXQ BD;@P%.2Q"*2B#?6 J7!#J>QUV%N*Q8XCJJ^G].Q2X', M 79R82MJ28@6RZ_V@BC$OW??WKAO+>!OX)9Z]OLP&X_-M__^"XH2^#OL MR+#^^XH-/<]O0#9\SFZM;\5-.EE<-/@<5_E$OUXZGQ7U!ZK#4W]RFX]FU_!K MV,.+HAQEY0?5+3ZMLE_K/RS99OC&)?P?BQ_P#2?__DN UM)LA/\HFV_-"^M' M^.2OO]4_6OQNTU?.PRX[YL-6K/$GBFEPZLTV712S67'S6X\^T#+L'G[W[_KW MO8_T&3F:0#HT5\"C+D&6_'J=CX#.#L%]J\9$UGO0G##]9?-:#?68E9#IGY;R M%*R_V.H__;W@A]F+35P?W'A?_M'[*[9F._O#NGZ[2(<_ M] @?E*A%^>M?AL,LN[P\"F4L2NC>,XBWH)D^J$\.4;)W!6;G?*P@0(JFX7ZZ MQFI])"Y:N_&;M^P V_%_'K#"K62R8:5K%Z3(Y"!V6>-0K$X7,,80Z*G-<+H1 MC@2P ^J!)>5Z0>B8F%,4Q Z/_)T]MK^71;6NDKV.R*^].+P[OYMF38:@0Z8- M+$3K6J6="[?&[FD3NZ>;0>+X@/O+I8(+8?M#T,G1J7J5;7X0RG[&JO%-:#U[ MH=7! /$]7TB?^VY@QS%G/ RYB>H$CB"1N[?0\I^-T/*"Y7+4ER2T=K/=7I") MIFICM]CWSB'M^QVWZU3$@-]6U;!0>)QSUW>8&WG<$R(01@Q$4>0DCVZ[U+]5 M9R@U_!HL<+3VVH-) G] O.7"X3T$P18*.EDCY@78*F]LCBU3;8L+L#0C;N85SV8/7"N:J'O M%Z+978(<<@-/1'0XI!4=7NS%PF.)M$7 $\_A3F*F/ >@W6UR" OA &Q-07V[ MR[6#+\F.?\W!A]?-CK2MQN". W9Z0@@%MS4)>1"&CF9'3L+ WM]@]P_#CNZ M^6]N]8MRJ\5P.+^9Z_KI438MX:Q54<$K-L'?;>-T&M2!U!EQJA.ML==78;_CS.\ _ S.(& :W_5WV^EM&/IG+9P/669WD M9HM]*.%0XN']FX?]>MG;;]G;B1('&#IP01%[;A2[0<0->W-'"O:(['T8%>X. MN+/2;"N6'=@3;*'U#[T:80"C8R*.=8)[B,MGEF><=L6O(!$ MI-.9?.\'L20QHRXE@L4VY5X<\]B6C#-*2")W=F@^9\+Y_-&%XGU-^ M"S^<6NW#F]!Z%4*+DLZ@ I_X3LBEE ECB8P"CT<)\R(I'=_Q_=VK)U8+K<,8 M<%C:P(Z7T7P60DN9:O^F>@W6-UD\?NM&KR&BL;Q@- MSQ>C81>]TH-HV ]UX3C611=5P76]B'C44K#AF7!M0@(N#"$ZU+?]3A-\((C@/&*^SX3@ M4CB):ZH@.'<$X1L-J:W/66J"__CY7'S^^\?P4VR)[]]CC:&@$&^:SZY4SJ=,A.&E5KK&* M=$?[[^DDU0.#&\RC=U6669^+6:8YP7T_Z(T!5C=!$")XQQ8W5L-\-F!49ARP MFF\,Q&8AC%)6/S.?8*\?XK(C/C98R_HHU7#A*M<#N]>\7&>V-8C10L,HW+0_ M:P8>MYOP]S)+9];7M/S1&27\()[\/KS.1O-Q]N4RR<&DR#[!$D:+C*K&"6SD M4<&BD#$)/G8H$\Y]-^1A36'<=EF'1SD/B,L\VW4CYC#;(7%B:QX5A ;)9J"* MK<]9XE$U*MQ@NUFI G?3^%6=-'G:R>"T![I !OL"6^SRZONL_+4#6R@<*#@D MC6=1+:)9; .S.#Z$PTXG^ ;A\ ;A\ ;A\)KZ^-\@'%[MT3\,PN$I$GE'R 6H MRM9%T^RI>YH-L2GU^?@](H_=\/RPU3Y:/B]P%81#9Z140&GH@"?O,,YB$)T^ M9PEE8920R'67AZQN<&F.V^9 '#[P[4)XR"_Q?:@0QEX"QU[9>#'JW"D M S]8KCYX.*<^GW+NU^03OVA.[ >A!'P'Z>2,]=E7AB(R).><&7@2YO&R7T, M^MTY\4!E>P-"G%?)B*\F0O$YFUD71?%#9_I.ON3X&7H#QZQ'?@[N@D/:X(8# M-@B(OI!(SV>!%*$KW3CDD>W&412Z2RWC&V3A,7LL.!MP;-'R3AINE(6V#)P&W991XS(YI!/\0W(Z\,**>@S4C7"ZUX=];&AXJ=.(/ M&#]>_^WS%X>/UMJQ8P'',=?[T+D@A^LEV:'2;Z]"P0?UDG2'#Y;9$,ETH>:J M;C YZLQC+6,Z4!^V[\1.Q"+ND9!)UP[M1/B.D'Z4@,0AX1(60.>5OUPNBIEC M=IP0YVPY/'OP:OT'WP'+_'65_\-?XG3: VZO\^&UE5=F@#+0JJHDP\K.:H8D MVJG-K++R9S[$49KZ)S@I5Q$ZIK2[(PDMG'^IKX$[F(D$\/V9)58Q CP=.>5J M F\VLN:5RI#K2E2L,=6EIS?9[+H8X4Q.G.:$4U-_9L#7]97JANEL5N8769^+U1R)+5\-S[Y 0GEXP>$ BPV[1<0C4+>38M8>G*6FK0(5%#?Y MT Q8G57695G<\1DNV?U@6W1W M0O@$7&(G\EG,I(@(]WV'Q$S8//$\ZG*ZU!JX;^!0^\\$MHPTH*BBV?HJ*?]BH:BD^@GTA^W?U_W&JZ[6^GPO5^,V/:"Y:G^>5VVI<-7 MV8<+8-H?'])+>.BOZ?@VO:NPQ/2Z['=%^8)%$16A% YC<20%)[[#@:^P%3=P M^&)7U,[+76-HI_=8J;H;CO;5RO)7\'FR$I_YVR_6=8G<\9?*M0-&J7##*/!8 M+,)0LI@$OA^' 8VIS^^_OQN>^C?5"8&R3J)P -YNSB'MG\4*0GG:?C)BGUEK M&\,>U#KR3??%?,49[>>HD;20V;6MRP_=($Y"6P:N1^T0A#AIR^$YMSLM(U$D M T$2243DN)$',M\SC>!2".IN;IS8^IREEI%>ZY9U_DU\_B[D^<LBFN"C=4*2QN,9Y>I&/AO M+/:']?R)BW2<@H%A5=>9NM>>W4F[+&F?'3F5[J2].F&?U>S='8YDKQ/=-GMW M6\_HB<7@]FCLNN]6O35VW:.QBSZLU^KPW5M[/^RML>MU=?>\-7:]VJ-_^&S> M%X0ZJ\-KO^Y))2^ (U[Z^E[-63XW1.GCS6K"\)<"0='8&&W4ECY6Z?8S0UY] MSL"JGNW8V$'1@MI1CWAN2!T1!PX+J"MSD MV;8QE&O"0,T46C..3A8W-[G*PF!>#9RR<58>;@H='\#J7O1\G+=RQ3>A](R% M$G<[Y3PA\>"KR ]\YOM^F- @#+V$,?@XY/9#A9+_U$+I?[.R&*75-1*SPI9[ MT0+I1/VDX]E27\MLFH+?6^X_Y?*4^\*V<+)C\\XX+FN?W3SHAV1JTXFUK50E9B,]"#<>8EGI?W;@]D:;,#]0S:4G:Q%\0(, MAU?!D$[0F9I%@ ?M( FH3WP:VI)PQ9"!QT3B+TV7/;1J?1R&/*:>/7%U^AIB M%HI4CCPF[V7-M36"P&T%@>1Q%)"(A\*SF71=G!S@"O.2;P)@HVB0+/[Y1@.V 0.(3$PF&$^()2GC A)-@* M44CI8[C;QQ8%=$#8(=%6GI\H>$U%"_<6==MA1:'L. M]2(:>0X+L4O$L5G 8DK\6-JVOX?I<@!)XY&!3?EC]A&?K'7Q)DG>),G)21)* MVN8SUY.^(Q,W=@5CTN/P'R(]RF,[9D[H+LT0OX?E<_(VRRD)DN<6VCA>J=6G MMHM@WWJKE^S;O=J%OYW^J\LJQN$'9HV+%&$!\IN+>5GI9N1',LA.TAYY1N:& MWSHN5'!)(S=@=N S#O]S" ^=6##J,<<)EL?@SK/SHF]LU F2R>AS,1GJO^P9 MA8U#]@FHZUN7N$0]J>Q@ 1AB.P./OZ5%GX&$?9,BIR=%.E"[E,2^("(B+D[, M<#EG/B$DHI[G.PQX_W!2Y#X!W#, M!H%<@J)]'(NC/7#9/6\\:'/.!Q,8GCL(_.7YZ"^IS/+-'7ZMC.ZT?1QQX"4R MVQ$E%UF)0[S'B/ 2@54 M4",COMYB3M=MF1X^E2&GPN819V%,0Q&'B>=+E[BQ[7E/I-WK4_L$A_8=SNR; M/K*W:L[7%D1X%>SHM6U+D@0>LR4/112">2U$)'R:.(0S[L7Q(8WM^^C@@[/C MXAB)0> =4N^>N'I]#0[YU_2N1AF^+L9@M2E(LM];L.1%/#,Y3JM*BX+0RA&- M(ZO6)2A>M\D>M.(B$(PE(4L<$0OFX30MW_<2G_N.C#SI+DV5?!SM;./\$S O7I 5\1A=6L]9(#BM*0#^013Y0>3X-F-2 M2BYC+W)YB,$\!ZR$IS$%EGLRZGS>X?B>#+C_F'T9)ZOX7Y5^?\%<[;9JWN.> MXQ-!&>.$>9('#IC_8O;:8-_+[-T9@&-_FCJ*=]]RJ[2X9WUL9EB*#M3#*T&'5C!,;RW M'K87JX:&'&->T<<)CI6Q!VL6.U@YBR?[USR?W=4C.//)SZR:9?#;;'(%6SE2 MURRGOBPU2\Q*@6';W>^,$TV;W9\56*SZ,Q]E*\>-PM>KW_;,.K_NSY2$O2CG M0W5L^<2:CM-AAM."IID>$BG^O_1F^MLW*_I=U/-I5-XN57-%K9' B.-F_NDUL^TS%6>$#^";80O8357V20KX8_J-Z.;? +W M*5/S0+QEKB7BR+JX6[>YL-:+[#H=7];C=59MS\>5"\&!J\/K%(D6B 1GKL(6 MX6$[]F\;:5W]AORFWMO\'H3WAXW7G-47X>9MYJ3NCO8&!OUJOQ_V@%AL>*]WQ7K?52?4/:9OV3#+?R)1[W;/*KSKA5*Z$'>KEG&_H: 52$OX;+/V9[M/ M![TW7=4CE,WLX RGKFYF6SAD3/V>G+.5 M<=K4*TD8B9GOL2"TG3AV_(&YX!7Q67GLZ]9B6L# M,5)<1F@!X\8C\2WP6#M&]8W-%M@,N$=]T'*:TS :CKSJK_JV-4]@IOFPXQA3>/(IZ M:8/Z@9WXE$M7.K87Q*Z7>/73OP"4;N.#-03B\LF$>.Z:Z:>=$L?=G M)QX6 ENGYJA&Z0UQ3'-:5<4P5T.8FQC9M"@5,Q@W?;.F>O>(QEZGV0^T1B+# MP/>%RUS*(] YZ:\='M1+ !0D@1L6TRS>3[+;NU;.NYOE(33AOG2C+3 #OS9NSS"NT3>NW75C^[74VV4%LI,H& MU.>;WZ!6-QO1>Z)U"]H;[EX58Z"&,^L/96K7^U7O$]@&%=P$'M!$"\WMN^ON MWUC17&?;P+R89L.9,B4N,@OW8C;6AK\A1DNM4Z\Y56_5K!D3L+@,]9M50>M4 M(S%@4!M7,<470+96IZ-,FF+%JKJOEX[^.5?STW.T9>" \*J+=*SHI+K.@"Q7 M4(MZ^TNVQZ4/7K=@D1.L$\'_ M!00C8>7%35:JG,KG;"&E> M'DON"MB.&5);)SAY<:49\@B2D+4I4Q[:#I.2120.6! F$0A#CX?P7\=!C*5% M26@:K;>&V3LAP*>6A!A\$9>7^5A9MS$JM[N#24#*CIG#>:?E'PJUU7'P]WNP MUJ[$T@'>BH(XE$(P(F(G%&&"&4A%+)2[7"P5D=V'6/Q70"S$.V):>S]AMR,Q M>"UBHR.)ZT>!'7I!VNQF&AG'"I M;%!]K"L!:WMFO5'CNG_M&C$HB;+R$%8+LBT482A:3P/?C,* Q]?G]MVG#4_]VKL(F8#.@B](#T$[[6[IX MW@L$H3C]'![T/<-(!'SRP0]=+#BQ9>!ZU X)]XE.C\2^PSFW,5UE;I&-Q.S> ME]-?]K.B#T!^X$2CYPM:50?+M(,!G@&BNWK##R#.13WZ/)M[DRU0S^I7/:<. (%:J.KE+.]JG8^GO;W \W]_LV M]S4&AKO19F5QK\GN/X+1[;=VE&MSQMW(CCP0"9(&B4Q"+Y(><;C OS[&F,IG MJ3/I,;-_CV$_!6UQ$R,VI3(,P%HBL0RDZTEJB" 6$5V%FW_P 87/D@B0?_^XLZZ*$R2J$E^F"S@BJKVTXZV]_3BQ_N]\DIGH?Y=X!@YL,LRK8=%83%C;UQ-*/5^G=0JT M!Z%;Z')=$JB^,^4BYAI+?OW'5PM^B&*GFE]4^2A/R]SX'^EB16H[#G#W3P("JYJGN6,8'?0=^-14PC9^K))3R9T[%)'SR M(%I'^BHSM,5.7KO3CV"6^MW9(#()W83Z(0L\&G/JA"'S. 6CE(O0MP\(-WK@ ML8/[%/-\RF]R^**>IWMG].?A;%7;.6)!SUG'E07.1%6O3)ZQ"1X4(%OWJ5K9 ME8C:@D<9,C\1D6U'B00M'X<2$]HT21+!;)(LJ?OZ_>,_,0.?=<]I__J'9TX[ M[C%SVZ@TLA0TCA%(IUCE](1"&S08. UF;QHHBD9E7IYP;=@3[II26<-TJFRZ M_ZW-'@1+@7^7NBB^W42L;.W HN!K8W9.H9?H*OQJ5NDH[:TR\C"T]3,KTZNL MO4F)1;KI?D5>ASZ RCN;2*7M:VIOBU#[@G?#2("CA:X5L3UN&O;,8N=P%M1 M0[12TGV##U^,R%UN"OWX.=FU+=1=48"V=V,H=I& ',FGZ;AMI'X$5YRUW9DA M(0X!?6Q32MPXEK$C$B04$E(F8N(L$LJG8G)UGI4W478Q^ST%ET;Y$-^R^O6_ M7#9+^CCY#%1S?IN-?V:_HP6R;S+U1.CHP6G5HS8K/$)>U??:VG['9B3BE#'" MN<^%YWN2:+IQHH2%2TTL]Z*;_P8->GY;O&YR\8Y9N::RI*.Y0@.#;>6*?!PX MY7YJ]J'E^(\7(.H, );]SINB.UI(6/IP#0M 96^QGIG$+ON%MQJ#!]%3E MKV:JKD-F".]PT.*V\G6L^B]9INE/+(-Y;\*-(QH0 MP2)9XYPYL;>$P;XZL?9%+?4ZG[:P'H\_ GG9]*$[&SY\12'(02 Q\%P-@F)1 M;U*=/.M2C[;V.X2J$6@>0(=M1Q\X'<"_>#V"GF^9;>$(W/+?N04W- MA\FN7V23[#)O8J%]DN^W/I^VO/DXL4 1C^^4A@ >QLI@1!L9SBM3H)+-;K%' MO9-D&NC09+$FZCO.E3E?RJ*AWPQO#O839NEK2.#-#!J]\G M&[4B;_73\-? B!C+-_D_53A9UV!T?>!V 17&]E PSLO)9@FOPGZ] U TIX U MA\-RWHU;M"1)B&K'KQFCAEU:_9"\JN:ZKB2] K5S91ICCRR?.Z5]/H^YX\6< M^2+TT*GQ?.Y%(8TI=YB,E^0S3K#\_UE_>LF=A5T#LKT%9L\;N'SK[(X':0K,@J@=M(2E=MMZ=WN- M=4;=[/:PR2Z Q*J*\=[NT%92;,,MCA+Q5G57?9TCQB\W M0]9L!R?5M+OBJ0JA+CUZ1(FW,I0R(MPH=K'[E7HR21+7X,2%B:3)4@7D2MS= MQ>3S6KA=@G"[='>8E(=/N'R:@J*G1\8UD;T5@(1KV&4MGZ%36,/YX GBW^%8 M)[H%KG46-G!H[_)A,3;M?J3[O$%)L[[7*";M MH);3-J70R/BB.VGA+-IZY*H9E9*V96YW';N[,P&E#HW4W;T#N&**!8X#4\%8 M%?.R4UR].&UE\_Z],W,[SK\+,YC#V/7P@0[6W&C*T8,*K*; 6I=HZI!4C: T MF@^QD;B9TX(6'"YOE@+S8%P%%J.;U&@O/$#FI:$80LCQ(Y/*W< M$^_G.=+*D?N^CDXN;2V.0QDB_#@>2V(F$AE%B3#DDH0NH< M,\UB5WMNJA55D*_7W04&'?:$*U3140?^MC$95*+KE*H7G[I3HMO"UF^ZG-;! MR./7S05NB\O%.&.$N('/[<2W?1YY48R\Z@-#QZ&]Q*O' !=Y?NQG'S/@]!C2 MVFU;8P(D )L[B?02T.9^)%RLG P"$3HR=N*#SGI]T31QS"%T:X%&4*H@('HQ MK[J ]R8("5[?(:LS#N!"WQ,_XU%"$OV<5PANL2BSU-HV5?;4$S_G/86ST*^Y M;6AKI>/1NV01P4#0T8.NAKL%RE^*>:QY:'<2;$W+< !C1"K'-<^AIL9&F%5Q0TF0"OL\#C4P-\YASJ\ML=3 M!!'A@4R8H#3PW#CT7*9W.Q1NF"Q90_<'+3[$8*OG'BSH5">'L8.#1&PNJ:01 M\QWXGR%OZA"RU%1[1&!@4"&-!@$%@C; 9LB[)\V,;P0^9(]DBIY9WVH@TXY- MNAX+=;66WL$8>7R8U-.V[4[1C%Z/--16%Z^RHY^S&8TX1&9IJPA7&]$;-F9W MVWG5<[J&\T:8=@ 6Z7@XUZQD6@FN$#H-6P#PFD[1 MNS:>#1)=:4V;!A'\I<:D*E4OSW0\[S4LH' 8Z/%BZ70*1(26]0!O@"LV0[0Z M[Z4JY2>(SY+?X/;4L@%!E;.A29"K'YRX"7PR<($IN&X 75 ME! GOKO4J'O$:2+/D!+L1[,(ZTJ2!9S)P]MK)XQJOPJN\,DFV7&[A9(GX& ) M[D4R\$(:,!(REGC@>46V'_& KIV:>X1)=L^2B8Z(6=0/Z2_98YW:^O76Y.D7 M_TG0&ABES(<_C)W:8%FC/L%^HN<57]\1'7':766%JUP*M$_:6/OZ4#LVLF?@ M'%P#)U8Y1N73F;6\J>T@L&+2-?LQ@W_<;C).O XF2RP9)8E-* F$XPK?MG4G MA*0R=)8BEQAP^7+Y"5:S;V=YNR%J/VH:@X^1PAH",SUKDST&V>\D<-)AF74E M#MFQHXR>>0?O)M,J#M](V?)C)##PP$I,+!P?EX!W*A #YI+8CJ0?^V'(G$A$ M,3&-,C'WZ))%5W<8?LO2<:S, !-5V+\"X=0(9MI9V$-:$2E?+@\Z!*K>!R6Z M.L('AV #"4V::< 7\WRLXL& -"]U55'=4Z@@QW6CO7G$ M0LNZ(EM-SS?S\2PW2^B\GRJ?7_&".AS2A%O4&/!_S?.RGMUQ,QUGLS;T K2E M7Q.'&>=%68=;AN-"#V'(JF%9W-9)=[5)]=3R^ZYJT!'>Z)V7H[KLWR"85!T$ M +6CZO^+CU%:I]*(*O"[[$I!=*$ M? P&PF-$#'BG5M7#V3@L$FXDB1N" @H8CBB-$L\./%^294QN_9KH*.IV9E1 M_\C&(UAVWL"?'*P!;U=1(R-=A:>Q9%/7O:.>(L)A0SH^PR4U46=2Q3";"\TA*Y M-YU)27@C26LQGT\NRU1#=*K0?"?&K HUV@)7$YHVLP^:QYEHJKKOU3P?*0^_ M[;&G[_N4W FA:ZTXTX\PBU 1@V+67Z3=379 ,/_.+-P;>3XV-Q(G4XG@A]'$0DCQ_&9 M%]N,AQRX$7DR=,@R0,4]N%';C"C37Y$P/R9#JGJO/D-6+9Q06E7%,#<57!I# M5\T?R;/+@4&@&BOP*P.YB[Q,6[-J\BU<%>PC& M6'Z!:3@T'0>]24\KX@D-?G-M7ZZSC7LX3XNAH]/M'Z=O_>//M7_N=&?:^M;5C)5L>46@)@"W?CW&9+'X M8K? :G?RBTY@[79=.\RF-MV:V3'K7K:FEJJ1U H5U #W:?O3>D?>FTC=3 W6 MVB.YM5M@SNW$;;EDCN]S&<81HUXLT7'6@*%")'PIZ7[/P)QW'^SC=KMJWGJL M/I!]8W#$7\X6[6U3M>K[75$.K/RR+LK1#*+Q455$JL9K:J]H )@0I-)4W"$0 M0&DB8^U'%W?X*1#)17:=CB]7XTV*JVPR5#^\0,,-U M,9.!WBMN>N<\,JFS-@8=8KL3CV/N^K:4">-!Q$P,.G+M>&F^@$Y1+!'Z*L?^ MF9!Y]:_+6<]W<'>D;]\>V/;6,/.RPKO_H1Y AX$2LJI_S9'Z+[-,U0Z4VNC6 M8=.5W*0A8'K34?#K.JPA&4=RU&FPZ*X!?HJEV!RU).=%'D%.,I M0&3XOMGE)9S=''6K:%A;GG=FQ*T-3!+9X&=O$7O5;O!GK-EXG\.K7CHX""'5;%#1408%XG'F,\3 ML I(0JA-?4(C$(FDO!8_ MV$;RH54X4<+\*.1^XH2Q$PB'^R+1/[5M$%W.1EM[ZW/(+YBZ2:>P## CLU_^ M]OG+>?S=^BK^6X2?XH'U.3ZO!;;9C87SWRYJ=WF'?9;@;''RGJAV_M#E^P\B MR7;X-1+G1^4K*+FSD3IMVPEI+*1/D\AE?D)"T2A'^,+I4*?M",KM.(A=YH9. MX#-?ZE$!,:5QDFS&?]OZG"7J5"5[J\EQ.R'N\KA]WM9YR+F^I#IQ,&MP)*H9 MYFDZ!M2 9Y,5'H^+6\R$O%/F1C&OX&VK][]:ZVV_>S6JK T:'H V%J1,K:%0 ML_YJU]K6\#S^O?N>$[2)QWVMAK^!6VI,VV$V'IMOE1&-?T>+L?[[BF,XS\%+ MLSYGM]:WXB:=+"[Z)BVO\HE^O70^*^H/E/VC/[G-1[-K^#7LX451@N'S >%! MTVF5_5K_8"'V8O-G%]<-_-"%8;B%U!W-^:MZ-_^4?OK]B:[>P/Z_KM(AW^N"J+^62$ M$K4H?_T+>+W@OAZ%,A8E=.\9Q%O03!_4)P>@'O\,;#WKK];W;(+E;9^5YL>Q M:H[ML$=BFK7[;*A2Z=DEDMR\?0?8FO_S@.5O)9E-V_"@U2IZ.HACLCF"ZE)B M9X30SH36V*.QSRGX=)Q)UPL\SFQJDXAY;BR"I61!WW.1:5EBCX]0H;8M5;S] M2]NV?46TBF:C>884J\AY(6Z*@QMG9G#C\EB0]A9;:RO:B6-T,TB#O5N ] !D M];0*H/&1;3D4Z>)W:_"(2H%<=3]HDE(3[8FEXPN'5^AOCGHJ* M?@WQH>_9K"YQ/8#V/NB.G8AT<&R_@R%)F"]%R"+X/PNB@+AA:#L)%Z%T[>01 MU'I[7B<@'_XW*XM16EVC"E&(+X]A])^LMG_)48_7+0&_XE;#B_(0/@#Z!GK2K$== 149>45 MME,,:_QSK&,982DI$/0+=B'>;9,1G2X+6T:,)8F;1$'$_!C<"2?@CN/G]F^O^ARQS?!EZ46W3S;GSG'X3O^("1K3U$+Y+O=B[,>LG6 M]#U*=>CT3VM4S+'X<&6MSBM,,F[;GY>>A71XBYI!$IL+XKLB<&(F8QH&,8F( M0X0-@C$Z1(W&(;P"YH-?L(PMM(=?\& :.,V4X9LP?!.&;\+P(<*0DG;BI1\D M3AB()+%CRJ0K>9BPP"&^']LR(:[1.&/1/QWU3#1?/Y M 7J-[]<:]C2((]TJW9.'0/J,$&H&QL,@^7W1J.V3JZ:3&,-#G=DETD ^R:*< MG@UPV$B-!W5[76"S<7&+P$;5_*+*1SFV&9N>I.4[O\./,>_@V+_)XL/'JIIC M=Q;\G?R&CX4W*JXRU1C=(#0MW46_MKF+OD5E[O%^@".1$7]D@)RAT3@Q^'5, M7#0CU#H!YS .72^)H]B-$AXR80L_-HU[S(OY%J<6;I&M$FA&GL$14OO$ZLQV M'I5FVT<NY^GS=WC@>EO._Z-"T*EFWV AWV<*1**9X7.R%*&Q3M9ALWQP-H-7X)LL MD<5?]Z:'^40-(D+AI(7TI&FE: 0A80/55X& B\>FD+9.G[E)2-W(=\*(.8GM MQ8'G&@H)(LI832%PF^(A"1E)&PHDC$7NV:X>42L[LI5J_>JLDKONCV:[MX\>>%^%2_FQ' MT-8GW-9K1:Z#4 &V]!+'E[Z?!(0SP7PO<67 R%)X=-<3]I_S";LK9H\<:X:L M&(\1O;$O811 K0'_574%LZ)!"L[U"(*+8J8%5/70R4>/.BJH*_H0B0P6F64W M2@X;[.UBVH4%-I[F0 \)+<9JNB9. DW+V0 O00<7X;HU0)4V%A"]&U&NU,=X MK]*8#(OVIZUO@;0QUL,V@2QP[&AVD\]O%.AWIL"$88\-GIC>%(2QU+!>M?#N MKJR>\CDCN0HUZ?CB*WBU0OKG?2NDGOS*Z#LWZC]A/77..Q]0YHIF:[@LEK M9?^:@UMWQ-DX1B2QUEJ7S \8]^W0=@,BP)6+O!HFBE)!5X)5M;+E6[-Q3V*S MKWT9V)QBU)-G+Y=?ZP'3H[)LYFA-W5?9@!'J,B,G#^*!!=M8_:22T!I^< M@2JKKML)1$HSU@B1..AI=M?XRI51@RUU/[+4]UI7(XACQTE")Q A]UD0,1VB ^E[8D/MEAIS%[-TS*%]<(. M_!.3..,[,Y<=#$6PL6#M"&MK>%#G#ZSKXA9?HW=+()8/5_6M^@\O,U">E1I5#!_/4@5K MC>MI3<5V\+ >:()A"3W9=_'=S;2UQ>TRX6'8"PW^KF*#=ZK#"E'LVR=UTDW$ M5RDKJ[\#^"F\IQH49\:I8 F&TVR"H2;%F.KGJ-EZ,8GJ7&SRT^KW[W['+Q; M 91]E?]4$4B%[ZLQ[<>(O5OB!I5PIZL6U5?-T$OU"+TZ;K[P]NHVRDWL+U)! M_=\]X-57/<4H#F"5K-4W/]/QO!WCIX]678[+PWE("S=1U&Z&1RER67K?=JLS MD(TJ=*O\MKERJ9[+_!7W;?[*B19>A?%A7AK)Z](NI"L&H4G$#?\&!9YB0Z5DWO1VN,X*6 M&6S3'4>CW]'\6-O4M4H]6 '"UB"ZWW&SA1>[+G>HY)3$;A)ZG)D*E%!29RGS MMSZ[AS4&KG)0"#T]&(1=X^<>.R-'#*!?9&G9"#<,FX/\H9[]893>69\^AE^^ M::?DR+YKT/JN3! >V4X4TRB63L(31U)37Y"PT'4W^ZYA6N75=Q#&Z>C+Y#_- M# DD*:WW5?MG<#N/NHF*AWO K\[-OEXG;'-B>T2/_00H3L4'@-"J@O87.YO"7UT"Y@B9:'K /*#TZ[/ MF&K<76F&G=G+$FI_HMFGJNG \/GOSZR/,Y5'1!\>8S>S>M;N?%I,UHP!;J>] M=XL=#$?C\ OQD$^ MO4O47!DS6PC\QS('.[W-8C=^+?P-Q^;<=/S;WFW/K'^8&$EO^.A* M6VFW(:;M)!QBOU\<':RB8TLO80)IZDLPF=4.C,R"]8?S&89C=-&)"; M0TT8^A.H>X;Q@F,;/[Q-USF,"W"6F$UD*&4,6Q?5Z3HGL@D[;HW(Z1I!A!S1 M"#JS0#I6V6Q6L^>BA]8$NE X.:J?88/U&1MY)[.#.S5-OOC$Q5O:WHY20+B MQ'9,$EL(-Y"NZT4"M".7 0TWUM+A$+A)5E;7^51V%OL"28R=+0?_#U:(U-1? MWJC7U3/3OO[CJ_6N\<6JM;-!WS^T*.4Q.TDVX'J=FD>/A^DK/ MJV^_1LZ=6&):@DX",B?P?5Z.5.W,':K/Z5Q=WHR%2TTN6PW72X MXBC)7K)A,3ZDRIVL_&8ZGW4-GM)$@@ZJH+;28VOTA&Y(?!%XH2<\&DB:N+RF M1QF3:(O'WW79XCK+LZGMY)2(=-GKHCLGK)T5E;-[>UU >MTB;%/_KPDJKUJ: MRY=**E<93G69Y9T.A4^5+WUF1:O+M4_%VQL\T:2TO8>T>7LLN2MDNB>;KB&' M8^LKVFFT)AZ"7XI(!DS84CAQXM2%5ZXG1;?C2+:OWB7D6+_X'M7SCX^"MZOA M:I_1(\:'CW[.K-M0'\6)[X0R$I[G^9)Z=NW\.G!6>YWSKC7TIWS.1S1+'J%3 MPJ4=ES2T8P^!+"6FQQ/;YH&II:11"'_?ZZB]%W#4QVOF6NR9Z [BOL'L-\[# MOLQQ(G5;J%9'0(RIN>@]/8(^<-M9*"RD4@08#DLH=7U/"-=7Q!,EB8P<9[.] MJ /Z^?"K7E)3?+N<'PJ4H4@^G(RU^/#0QA$[U_..0PN'H,DG((\OEWI=];)^3\&QGM^$15FJ6<>@U.";V=T66/;^37IBH]G!A0?= M0_+\48,,X+>'#* <4^!HC;66?D"'8<"]0E6EY1()ZD8215%'CFNPMATTIEX8 M<3NB/.9>G-A^P&HCQV:BK<)?1DKXK,("Q>475I=R/2JF-K/M"G834T(:JRXS'& ?!2N]&3%0:H,'D1=>1/(81>P4\G<*=U-(COBVL MF%8@#YB*.#(3>*WSGG@1XSZU0]N3'N&,R#"J&Q"=R-TRPV+71$ROU(6=':7J.3Z[4A Q$ETG423Y(P=FWI M,3>L0P9V3.B65,:!J$NK]C?J6BPD.T8EV46*I1ST,-X]5_066,LC^BRR;6*,RO9W4ZUDKX=O.HS&XF29_;,SK1_"] M_3970RAA,4M$P!,9NAQMX;H)UO8H7^HG_Z3?MS:'O[2%-SN-)3HA^W?W6I6C MXL1UZK\G_4*F72R%])@<<0C8S .XP:Y.9\Q5D_M\V%AB/]-\K'IFAL;W0IM/ M]>!U-G&9OW01_-F*U1VLR.$ -0VK\4:QQPEWL(I\VW.9(U41&2$N)Z ?6<@] MWZ/,!A>VVS:TZU*(<[2@S:U^Y$4Q'OVF4IT/)EE-JLO_?. -5[R=D9[@LV%E MTSK#H>OLG:=_?@-.RG\B.8JK,E-Q0R3S<%P,?_RRBNI=/R11PF3 A<]IX-,: ME].GQ'/HA[:\@\'7- 0[*(JB6' J.N4='"[<'"7:]APPC3(0@U-8"EA1V2]_ M.Q?_O_4MEO''_Q3AI]@2?_\6Q[_'G\]K&6CV98$X=^#S'=YDGX4X>S:A':,R MZ3L8DF,015DQU] $NLF[RJ:I*M)0)458>=06E"5*$>$6GH.'5VE]4QD\-DWJ MCA+37C_'JQJ5=!4(UBR=?Q-+?;S70-]UK=HXK2I]-X&WN('[_S')VR;EU5"\ M>+--=^K=8G7AY+NT4K56JCE..^'PKCT@77SWK_HG+?3AN?XAUL#\S$=P\24V MZ9DTAA'\]:NV]ZWO@V7#\%&.#=W#888U-/MISFV>C>OPC-@=X)Z(NM0/J$A\ M*9F-23&O!N*-DB@DV^5)6P-37'[+= )-IM7U]Q1-@RJ?P&7G19A]A0,YORZ+ M^=7U)H MIJTU_5.#F;75D^IBTUE;1[JJFH^77N20*&[+1W> @Q(*26WOJL\%TV-1G'@= M'# 7C( H$-*-*/IL'B5U#B.F+-E!G'R?@6EB!/DWW+[S(C;D\@_X=$VK5-3( M$&''81++(+T97S-75 ML,I!C<.WR'HZ$#VPLEP1^B9>F1R,/-:J&R_H( 9%A 1N%#-P[!UB1SC%0M-' M@N;C ^ACUM"'Q':GLH)7^(:FR@8*V3'V] 0YA _PP ]P8R,YWW42 ^GHG_-* M92:;1JF?IG)<':953<'Y!E74-%O5 DV?]<"Z58 F,V5VZ$L4R I\@Y4:^66. ML )_SLI4XX"4=PNW4I A.2P@+?6S*QPG8,0KO-,:@*N;M/R1S=J:805&8NC/ M$+""1D31:XZR7R^"]8##F4$M,"JEV8RJTT!6FZO5\X$G86_P)*<*3[+=M=O+ M,]P7GN0H%L.LX]TIHQ:X"4RHX7".V@8DQCC_@67[P-HJ[)4M&,5K;%_=(ZK, MKMN\PJ T7 YF5JF+NL%AJF6:1A]AI13?G;6%NNWTWKJF^[[X;O6UMV=.0].4180;^Z-C26WW_0)*#_./L. M AZ]AWF)?M'5?&SV#%M)YN,KT_<,YK?B]4%-+'I/\UEV4[7$-K"NP*8?6..B M,H.;D3!U)AY_CE2[Z(%LALIIQO=T =_@K]<9$/'4]$QWFZWKS]I.S;998=F\ MF\Y+[+EILOUK8BOU;C4W5X]?YXNTT*;K;SFP;D!I*LM2TZDNO#>1ZT[/X.HG MX+W3'YF)Y0R'-:@@[)?*\6&?^44VN\6$D^X4 F.UI_SK)6GMC7O4^(BU75"# MTBT'EE2BK7:^YV8515@WAAG@N%\7/[$WD;A:Y(&"L<]R\;))=YLH4;!HDE_K/ M@#LZH(\F1H=;CBBXO;;]L@5U7PCA]4,W=3COU-'E 7.S=?/3POJ=>8+J1 M]2"QU81 1387Z5BA953763:K:ZRR+@C;%)$/IA+)*$,ELRC[# ME1)L:NG$ 0U=X6_WES^9=[_[W. )W'LD[LXI:8\_W^81L_=M\TABAX1SZ25N M3)CT0@'[3FTJ!(]9Z++D4'N_>0+GSGO/CME/W._F&'2S')5QSQL9JKH[=)5 M6[=X,RTFZL>MU%S1IHZRN*I%<5E"IH4E56EXS9XL_KF9U:LXXUZ7]#V M08+1+O93NVS>;FT>MM2>P04&5/1=DQ"'5J:@%O:)TYN&P! MPKU6&( [VV999\WK3#2@X<5&J;H5OULRC.3>54D=DC>[@Y\BM*<1.C5-]$E! M$>7LNJBR[F5ZT,NPN)JHOEQ8=;USBX>=S$M\\YNB7 /6/W6W3=NN0S7HE)G M(_T^W>1H$_9^8(IH%:%O"H67)B]D\C_=4(AQ/.%>0WV$)A>Q''F_-3 V-:>M M2!HM]*6OF2+F]S>U(7-MYAIXABXI+%FGJ];1&6%6YRKZE>0?OWY1IP'NY$^% M(C].ATK:GEG2).W6R! M[F9M FX^@]=JQZSERM@VZ+7(K+7S9*8!XD>ENAXQ MO30>-Y(2Z,&B7A5R[/RB@I4I7"3S0D;6MVRWS"%ZOQ3BA8JY-VZ&KKM&K6I 81IXO>>)\8%8J5/CIUT3JZ/Q7/9&]VJV'Q MEK/;UD&DEK4HL%*E;. M$@&B)C=+>D+ZJR,FNU-?<\699>V2#WKBOLOM^8*]T@T/[KO$NN:>(,!SK=\$ M5#E(>56!I2S#63<:TS&F:Y>H4Y.NU8.V,< ZS]64SOEDG%55OX3LSZP0CEGS8L@];0JR*>''C_#QHY9N&]>ES&Y2/4QNR7?IO?;9D7/D MI(.;16Q?. 'WF4>%&PE!9%279,4AB7N3CT7=MVK:S"O8 P6@!S>:I^,O%T"D MZ48DO=TZ,;=DPC\7AV^FZSAU9BZP.IPU,UA/1XL<)+CU2#7N.\B,>I:M]\Q+ MTWV'N]0#(RZD(>/,Y2R,7'=EVVHO)2"K"NLHF M0S#8H[P:@M,]+[.-U>J^C$+).%"PYP3$M1/"ZAX-RES?[U2K1['P(SCZ) "A M&P4\YDP7'D6<$3O>7.2]]3E+U>KRR^^_?SS'^O3OEO@<6?++Y_./G_\>?Y8? MX^_6OC7KN[S//LLYQ9KU;E@DKQ8;IN<5UAL5C;I;MG?[$S.&1D=6CFZU^WLQ MKW*O/=QF8S+6>&HLCJXSEOA"V MT+9"X\,RSYU)QY;U57)UHQ=4.@FDON7:?BJO'@PIJ MN>N3K@@X[61R5Q!?J_A7M\.G=IA44&Z,ZVEC$Y>7.*?4X/3D)@" L0HE:XW; M532[H:ZN^@%Q%5#27UA3!&GKE&^,]61#JP5.SDT_#KQ5/IR/U:"[CM0%I^Y! MALOWX74V^G_LO7F3&SER/OQ5&%I/Q$P$I<%]:%YO!( J[,JAD61)MN/WUP1% M5JOI89-M%BE-[Z=_ =3)HR\V2179V+ US:NJ .3S(#.1QW*2O;^P(7*BK/OP MT6?!3"I#S,[F]<(6ZQJ &.TBR7LW_:X*02CE MOC9>-UP+ZS)>:"CNQ[YQ9W!L%#[POWQ*F)]X'Q >7*9>Q.^\2WVN6=S)+=;0 M[^1%1G)YMQ"XY)$QFDAV_8>)&9-25T) M.0)K$4?^=?LYIU[!F:R:;L4GY:7!^^->Y3^W M[[+OO8\SISVM#[HHCU,\WF"YF%5O!']6\<[W\6AQZ;[MYM!WXLSF+T,OTNL\ M>UW]L<'P_HF=5K+P3ES_A--_?^'W^U\7(__/O/ZT?.#B%AS]]%OUI?7/X&X? M[?BS0]YLR_"_^4/.X6!2SN"7V6(QNZHFNWCU&E[_U0MGX;V_@?"_U6@V;_&O MZ FMU^45VF\5RXL*V6J)Z^V:A7CLOBRV&^7_+WC'TJ+>0/MP<4W]79W%[3-T MB!F8N5M=. )Z?3D>.9#N0S59]6NLCJ^&!WZQ1VF0>Y>&DC(W[K)_ 2GTE5Y0 MT2NM)LER\SL&!K=]%'!=]?&[G.Y6:]K[9!T'ZMZ*JKUM! F(W>O@^AF"8[X-!,P_!FGY9S MXIF'Z7IGI=(A\,SM,G2/7;;+6+M"/+(A'FE2A7 "#*(ZU4)@4%?/L3C9+#/\ M0-WFS?3S]UEP!QV,=$A?$+9'VNFL%A-1=1*H0JUX2NSW+F= M$P"!,4_;SH\ +DK/ EK12=/:T6&TH'8CI;U.0E?8JMV=$!&EA:5686-,:@'3 M91=*[*-8-KJ./5P'N)QGV8&)JH_8>1L?$:+/%:*MFKE(:F@DHQ139I)4:JM8 ME:!AL55/5B@.CU0HSQNGS]%)@*(Y<[;F#&_*DD!CN!8I4P+PA+/4^!XI!?L( M3#';64&PL^7\T/H!0?L\!.FL&A!A=1JPDDUE8JTTH5@#I5.L4LZ@KIW^$B.P M$ZS:F_KAT07)9OV?$\16=!.T]G0<;9!H@U1TA5'3+)@!S)WA(24V0G.#$B)I M=53 $D%WUP+&WP[N):#BO*V/B-#GBE#2!"K)5*6*8)4D5 '&J$UAY65TBPO(\8"E8#4MBTU0 *RV J=N# M!6EZ\G$AQ48O^\=I#D= IT3/ IH/3S \8WT_#OQ^F<5.9D>SI4\L?@I5G5A0 M^'U3< 91XP0VK)THA 1+$LX3@CAUGYFDZH=LH1$[*E,'(VDL^Y+Q@_'T8Q:\ ML\I5Y*_(7V?-7ZW ,RTU!H1I)$&:<&B4,*(*DV5ILI-'N=$Z#T9CJ$\E>=XL M%O307T/ADOK]/=0/W5I/L[K$755?#EO1\\%/<(CB5SXM/K02F>9973KPC.O0 M/OK'3^[OQ)XP9%_T^V -@DK&9$VZ3DH4,PF2@C*%$PL8UH7&ERA!4-/L^A;& M]+*4%J+T+EO/!WQ(@>8']P9"KS;UO/UU!CKXC#=[5$)\X&7"%! XH<:Z#4I2 M[;Z9IAIR\>09YZ0T;28=$(@2.\S;.Z= M=+:O28>OQ)$:8.W:\.]X127?9=\O?5'^CX/I\++W83X+U7+5]?5\]FTPZ7W* M%HM)49"_V]4FWTS=LUXOBN)5FUUQYMG %V/L#7IY,Z)VQY9J'IH!-\U;?-&] M/[,;)[YEBZ)0[->7]W6;^;?Q?#:]*DHD^???#?S2]U2H?#CPK:6^#J9E=YNR M>44H4G^=+4+'(]])M?T@X0'<[/4^-%^H'V4\[7T;S,>S9=Z;9%]]HQC_T%G5 MW&9E,>NF(&7?W-G\QO2WX533J!LHPC(!(B('"\J@7AS@2C4.L4DD1M;&IJ.)PO M!Q,[FZ=M*7T[R_.5(NH':_.(V4&[/*X5[J[+Q[:*>Y=UJ1O,%U5BUZM;>RGR MP!@74E36N;ZIBH9O@V10ZJ_CWSE9U#7[RZI];FI*S58*^G]QAJN&P";7@B)06 &8(( M13)5@!"#4RU5RK$U*_U2?B\'43DH/A5#6,S^43[\QVI6TFI25)B!WXN9.1BF M"'ZU&1.W-TP%((5&9&._SU6],D=%0T@$$%LMLSP:CT+_P+"]KFZNQ:6^SWJ^ M7^)D;:/RTT"O[A/;<1WL]M8+ X=U/Z2J>4*KSU/!C'ZE!M/ILA&ZJK)QT=FQ3\]FZKJX&L41$%# M01!K#0W3#%-F%==6(%IZ C 7R<86_G8V_>K+/%>BT+1"^1":,M[J#/BCO,(? M[[V6T^Z@\M]@_-ILXC99S[[UR>SJ]M2G)CG/X,A2L M]J.LFF443;[R@G*P+*C$J]+7@>)#I79'-;[QQ:&7KCFVXRDTA%ECH/=W6^K3 M.LM"ZM(("=N[Q^W+ID95G]/W83#GN(PK#1QWOE[3^7'W[:Q;BE33]G;DN*C> M7 ]O1%#8I"\Q;026"4.2(JS<_S%N2P9".*&@+<:M%@65A#V@4=Q3978/[IW- M<.1]:4CE1E+L5%6!_7K'\LQ4./E]>=70J14@'.KH'WJ)6RD?*0/<4&XT=D9B M@C664%;N9HC01F6(S;4-"1[OW-I^_IY-OF5.&5Y:4()%J14%%I=H"N]$.YI8%^^S;T,3U.M1Z-8="Q@B+)37:6*8Y3 5UVEP! M,)$HQ1^X7CY!=W'9Z07;C'/8WX(=X5")XJ:* 6,:&PH)1Q9(:RRV4)<@@Q#P M!R_:^.+9KMG:B91:=$PO'E2]B6_5JQH79.,^;7=!4]-OV:3+'<_64Z+P[0M M?4Q#3U#O*/9'8LOKPL]7G0PM^/=% <,N>5$[LM-^X2 M3DZV BO0=;[HN5^-'!RFX11YGHVOOBSG>3;:!M_Q=.B[!XS<#C;=//3K;WN6@,JAN_!XT7[Z?A4ZX5?*B_F7^7CT-2OG;Q:Z M4E^4O:J;1[W(LMYH[%Z/W73Z%\6%0U/JZCPY^S^O$);/OW[$4PAGC:]^Z\PG M\%=K[JKOA"7)ZUL%UUSFA'OLHT+"P<+UM5,%BF:3@Z].ZW0_O@@AZ[<.RCUZ MON;@O2E6H%/*]HKEUO7>VWSM04>Q]_8C[OI#>V_CI_7>)B^>IE/O0?R>%-B^ MK@X31&UTI!$5'JPV__U1@E[T^+C#T5L7-EV1DU'[V;% M+G);#YI=MOS:OM5%*-TG'TGW=E80;OAM]055QNR5C^6>)\2S9:.W3<3>WM0( M_FJS8@A^]U;C/_MWG.Z M6[==-N^G[F$K=TW0\MBC/#;FPS\_^-"J?#F8AG"KX*OI]Y;787V#5>*7NHR& M_9@M!N-)Y<[J%S_WL9@^U,X;?>,O2^^,==/G?C$.YD2A1M=2V)[;7H' 2DFO MLSJ:4+"U.*[]A.S<2H6RH4*J -)(*&RD8T.D,1?5B0]1QFRN\F7Z>#Z9Y<=]5/BSR4Y!;1O3'*!O_$:+I4X>] MQ4W-AKX0VX>9F\MZBLH9>OO6E,QX)YLZR^73P(][.ASGPUDY_6N<:@;7'A7_ MY=@PUS=F,LCS%4KU+N79M'A_[:F+<**)NB M'#(EWLT<.HA/C*B#N3RGMV'4Q#E.2Q.VB8\.M^UI#TQ_QV)RFJ#Q]=CTP2+X M#<;#[!C^HU:A8T&MEHA#F"204Z 5Q&7 FR+NC8U8Q19X/OC'_9#- W@VW:H% M4, /1LI^Q;W^SB>?%^2Y.:QS.2&W05!OTUZ:B6L 0Q\(%_ *@ 1/_";2J%+VPPO!QGW[(Z;MM=VFT>LVF65YI/%1WH).-; M=A/4EG+[6-E9MFY8_K_N:18WWB'F;EZ[N+;Z2WB_'8=5K MF ^3/6S&UR2?5G<@=)* M;OW7W@3-,42R5F"KYL_3XAH6JCA8_\O/-]?9"@S\]RO-/IQVEG_O3Z-G]!4\ MG%E7RTW8#YJ= <)?"A]AX=&M1*Z2HM+SF?=^IN G+^'YTI^KK7]:".,7IS$M M0[V +S?LNP/7?%5#++X^]=D63LV:^Q^6>5 %)!>>X"[*H_/;\%1" M<.WCRE']H><(\<^04C&8#[/@E0W ]X/U?M)L,&H>>^7N8Z\^'5CO8ZU8;4R< MT2L04U9!)H R4,!2[^.)4C+J??M3T AF?2(W3RGWHY[U'JJ95<+HI-5_;Y3E MSF3S0/+2N?V3<)AQJIH::S6NC)I:U-2V:FJ?[R![[YGVJ7M?LFQ:ZF'E5K&N MA0T"["KMJEVN]=3Y;YYA89]IU T+W!Q<5XXG.!PZ.^S:;3P;Q _B!?3)R0_'GP[09Z-LNQJ4!U&/VX+#%4IW)[4 M;&73($VW;F6KN;R^6,5T]CT\P[=L,KOVM\E]^(K7]HKDEL'$R<>TJ'"QS-T5 MNNX8-FY2O/$Y'O[9"PAP/!8&%[RGM=OXK/S#O5%KB-M*V'":L5V;PCWI=V@Y-N%=Q M]2_+\22$MFRU,?IE7.&AE2G4(F_&H>:),)!K"8Q)#2"%,J7=&WHC>^J!H83W M:E)^XENRV3#S#EJ0)W-5;8FCXD9[LZH1 0>,N>IOJ 6-,-9'6*7#R0GCW8)8 MG#QD^3%"[QAJPE%32GF",1( IU)ISJTJSQV4$1*(=NA=$D:@IJ/V.:SQC_^Q M'&XX^@Q&21H&4_SMF[_FEX[NHZSMGLRY18.]A3Q7%=DO-ZLB6MF8P_JXO&&^ MMMZZW:&YHA9W?DMU1D]8,>^T#0-O#ACUK"C?4>^K^:&"Y='>@N7]>LS\B;$O M63.#8CTV M;W,$/FPE<276*(*P8,[@I9(8D0J%.*?$,HOI9L_,3]>. 83E3L5,_=#]8)U ML)(Z'!^T3-7AHW\8:25_DQ08M_&@!%"JG,*B 7>3SV"2(@O5QAG 0Z>:[V>J MY2MYR(I@7RV+\SFT]>+,_ONDP6\S38L]YY2<=EZVZK:W=:9*)3M>K2OMMRV^FIX_$97 MO_5^_I+S;)#/IL'A4=J.;D1EW>PJP']RT^0SA+*5WDMXUT#<#)<[GM_\@L^D M51.P22%]T&IN&VEY'^\Q"8D=3H=T?[G!N/&O[-9NG[_P]W??]]X:-X#Z]&#E M9MYS,R@CMA^[R./F=HO*)B@2&ZZRSI44+#3BYC'#:7OMA@X/W&VNZ%!"1_\. MN*YK@&7-1>\V+Y/JJA",6Z&YEIVW86*WQ7PP_[,(6W7 [;F!#+,5R!4%O.J$ MN#I'=+52YZ&U)-8HI%H@B12S%".I#3;,*D(UHYHDTEJJUK6D?U33U[AX\K+2 M8_J7XY#E^N'9PV+D[_*K[Z.H@.0'3!]=,U2[FTLDUAXTYA*=3"X1>5HN$7U$ M+M'Q].NWV6+A*PC[*2U2*>.6=Q1K>GN X!XSO=H[[J19Y2IAUAJ,3 M31)X8CBTFB-H'3B0)CKU ?+&"(@8@F@C$JJ4S?<7A62^;P94>)T/YH1!ARR M4QXI.&-D=<=9^&=[\5#?''&;=CIUWIJ[&^C/Y#G;S)V4C(=#WJ)E^9%5:#6CDNH_L]X M,G+?R7H?BMXAW=9]>W^PJ;P:V',#1SY.2/ZSRR[]B';SMI; M#'PPCGO<0>]]JPI^> 1_Z6E1"KTX V\U[NC]7#6(,>\_I'5'&/]-.Q]GY:%. M:=&7-QGT/OJ1N%UK$AI;A".E@?_Q:7F=A6P*XVL<-G=<>;N^=56D MO_(D?'-3Y2![T_8,#(+C.V_.S=I= ,9N6QCZ"O">+NN[I6\^UKS^-?JLFJ+^1) M='KI%)JL]]71H0"2^XVY7T68S>@ MXA#63;=[OG+O)');AH8-I$=V4^VR?@-[V MP_P6ON.+"X84B[K*S,IBE&YJ[_H:C[+YH/863[/O8:OUDU8(T'\LBT@"YD;B M/0EU^Y3IJ+_UTE7TZLJU_*I>#+[-BKB]AS-R-;,FL?^S0@\KD0IY-_\#5.?<.%?&X(;WGBQ*.78"V)U?:?E^?Y4_NM53,]@48*H4K=] M.E4EXOXKW^>%UN=G+%3.FL^<)MB*MW!#:PW!B6]Q--7(4C,.MQXV^S+WY%^> MPK5YOV)$)Q]EO/Z@&,\ZJ>7#V76=B-8:TR9&JP$4]Z[+1HVO^F6&3!5)5T_1 M!C.$"U9RT"^&ZZLY+P..!G6ZJ;O@8'*3C_,J<.[VF>@%X1M[X9QF]7%DT4FE M7 *'YZ)SV2W4&(I8!8&^6XI]@X;Q-,#CXF)<'+[L-H6K$ B+OBK'.P;)_,!F M=#],Z>C][)7NIO3$0]K,%6U\1E4) #?QXWGK$+LW=$K$5;ZZ_4RRP3=_O=G4 MD:#O^],:L5-\O-+R,&5E^_/>V],GH.[]<#%;;0#HG^2VWSH;_G_K FX5;0:) MK,%28V50S<0:3"KPU'!YXX-UY^X3;]3U-W'N\#T=E\B[:U#N.>HI+/>@;^/L M^ZOV1E->OX6I)A1XT<;58G5X/A3)5T4;C7/'=_.:[+:!T\?'C=V4>ESV*W6@ M(/. S,M@UCF]-^+S2LZKUNUX_/>EONV^YL58*0;ZR+6Y9FW8/M.*MV_3 6B4I3)UMNWJQAY?KMVD! MKJ@JQ9,M)Q,WH#:_NI].:U5K"YEM>8Q5KOP:3EU'[:6MN+'BL! 7[B]6C:(< M=GC 0B\J=*5^[\O29S./ C\& MNBY58BX$6G#'KV:0JC["(K"FJ6'>K:L2,E MJ\V+T.APTR+CN;Q6H<$4#DBG(?U*$$?N"5 MO5B-O9J4UASTRQ5G=ZJ3;9,H+\WE+?M4O9?45D$^FV1%@8>RE/ 6N0CD4C4O MS)?7P0'A2<8/8<7^+7T4Y; *;=C9)X6;,IP=-!;0AN'S*+NG%.AV='E1?*M0 M*8YMQ71;.&]M]QR(<##Z-JY\*^WE&"_"&<1B\&=655-;E.+5Q&9['KLI5)J; M)I3/STG>+QT&U4+5XK5&W)5>E34_#8%83MWQ[K="X:G(9U0D X1NRXW.>BK! M%3(&5YQJ< 5]6G %^_&%6F\U[&IB=)M(N?&N4^+:CM"<0;9V]);'95VI\SI% MY61<,Q ?I-Z6]F)>,DJQ29:J[@[<^V6V6,RNPCS_$%TA;YBRK>T$/:>_8=Z5 M;+UUZ1[G>WC07'L'1?L!*QUXU65QC[/@$8MRI WP"?LX@IX18II#47VW<*-;E,&6V]2?74R^5?/] M(-$N]+U;%Z14/?RD>IUDF>>5\1% N7]'U88UMG7^VD<=:Y2QYF\>UZJON--: M\ ON5+8O0;G:>I)RNQQ5(K+/"=<#/]-56OO:5A.\9<&Z6%$OW1+-"Y++-T6[ M'&>H730JK-A\PW\7[NY'K99?E\XV]M.VBR^NQ2QGYXG[=;]>N#W3>JMSLO,F^@]I!-N*V8KCC$UH\^MWHB2_=#_<-*IZW[CZSP3+TT+7]E M.:$;K.8&MS$==ZB\U3CKV?E2\5VIG@WFA>)0^$=-^I^J8=WF<"OTLG.//9KV'C_C.8MS9PWZ6\"22IIV#CY" L2EVL:F5OV^);]9?T4^]LKT:> M'.QN*FEZU!'-VB*^6M_*RF"D5K6!M:>J3F]6 S^R>T7E ;N=NN&4@ZAGPH%M@AU(X#TC#-PIB7(U-#MX$O?MZ@*.&L_T<9/BT5X M:/34NC>N;#C8/J+XF'TMGK)XG/]<#GQL:W![S&>3\EBI_4CU#\)']9,LIX/I M^&JVS"?>S3>[+@*,6L/O$0!#T$1YZM,*,*X.,[8/]M7: 3)ZU*']HX[D[S@2 M*?>9U7"CNFS(^I14;;#"2*NHDG (54SSQSH::FVBZR@L_]V5&?ZM=]D4F'7& M2OV,O@2*UP5'\\'W3=[E?M]NE\@H[/A 8BV=)2@QQ>8VSFLO0<54S@SH;^Q# M_>UZ^+ ,O6^M6KOA91& Y:?1Z1&>NVM5.\!T-8KP0Q&KYJ]?)D"V)?&_/J4? M5!.D5G"J!WC+G;\B@AN2U7DNJU0%XFLM^@#1\<5%?H>3IEJQVW;'_I:0TZJ; M6C-_U57"!%<:3UB>I&H+9XKX,0^^>8!;^?YJ:-S/+:;YI1;N+5=J18MX?:/U M<$Z/^MIX]&=YH=]<9*,0K#[P4N'#%[\YZ <5L$H0V3SL=8*]<"P[[(7V*_-O M!83]<:\?HI/(:2EJ39F [6*S>MC0WUJNK3Z!V#)8]XS#JFKY^D J]:71#,L@ MELOQE_%B-='70^U;T82F.OU<-V&KR[M1EE-;%Z8>Y/4I;HB'^Y9-9_-P4NYF MK_3O;'MX?]P?*K!O]" IG$GN7M.1+W!0%/KTZ>19K0+=2O%%]$P1W$/[M]^\ M"LP,BE7AH_ARYX9SX?+<1/'O/+N&I!6?_%E M/O9]*K_Z\AE-4\R0'QYD%_CCS#B$?QEUZS4M;;%8[;L+A;KF%-Y4HM@&@\2W<%EBWNN05Q(.E M-JM<@:W':3^"?UD^6YB_$SGKA"">=9[J62=[VEDG__%GG4Z;FLA/%@TO?%9L+)RZPZ M^;AR/PD:0U'Z+07!!HRU_++BP7X?3GY0UN$_0W64O*QV]+;>>78_ M<-T#W$K^Z=B1;W,6YE3A\2B;-AY1/;@)_H/5V9SZ9_PRFU_.9J/&[;!<#*JS M]+Q63;Q%OUIA:M4W.1T$X?^<.4O,_>L;#+Z9#E^%;MU^I,5YQ:)H(>BNZ7YX MV:XY%A#S;O#MINPSZ+-:G-J4+ZK 6._B'XT;C\?L+V=$S0>CQMOBC G?F'!Q M5SFL2EUMGK,QW5N- =: YT^.IZ-!2#,N?.R-.EW8AL'4VFZ$-;=R2M5@.5I. MW#PX^#G2K)MPEF3BQUL>;N0;@\XNG :^]0GF7J?,0F'LT>!JX!W^E3G=NGFP M@WQ!K>8 /:S-_RZGPTHEN_:1E-/%ZOB]][^8FJ 4ADU[,?BS6)B;U2((C3%X MYSKL[&X^JM=CFM4^(X>IPW:(X!PV'5MDB@!71A(DN)0<. W,,B:$0,9@93<[ M=>6Y"?I+<$]572(^U"*RV19"_"=RXX,OW3\8M$H$U&+UL'8)+_-LZ*L%?'=; MIY/C%W]W>_7^>R6L^!O.F^Z?QMYGY96C M-O 'K4X9Y3C*TH1E",^DS%&Z2V""7G8YF%SXJUS.KK+@G I.O]N7JU_6 O5P MWR)K_0V>WN9B,NG[W80P> ]7/9BKHE:%>]TI<2$*W@?27X?>0@ZK/BYE$A)W M"RW\RLV,XY2L" *K6FZ-2C>%GZOR&6^*>IKMQUO;WXJ=MQE;[V=_Y]6NDN7\ M_%(LX=!9Y(O"'[8958*.?EJO!33':L2\>7M=F]^BYFC9QK:&G9=YRQ8_GHW!J,U[MS5D'.E0? M!3]-&859/EF>-4;?/YPV69Y4^U%?%=74G1 U73SKKZ_*]' P+43':4'#0BV9 M+1=#)Q+-[\ITB^['&H4#[&X3X/M2-^,B_C*.N8TJK/0^D_J=TPI0(7]*&-G^6- MNZMJKWI(L=J0I.[4BKK-'=()KSQ\NE=^$$"1*VVXE4I9GEJJJ5&)U! 130#B M4AE?3;1Q54=W_J[N_ ?OVWMI\K*E+!LDKPKM?_/?TH9W!K;O/[E:IJ^PJLG_ M^YQL] ;Y)=V,OO^J>603@H=V%=$\FRK)[/AGR^VD*_@J=0V25,H14(L98/!]=N7,X4 MSYRM]%\?/KQ-?T_??59O>T9]^F?/OGW_/[TW[^S[C[^KSV_>OZL< >5TK1'$ M_1O/0Y[I*4-"NQS;'&#_?;Q$?1I>9MZ/^/[B/MGR*+Q3P!(IK,#,&)2DB82, M2$NK61($LY?M1L(( YJD6,,$"&2EI[U2P"!5Z9VK<>]]-@6L?7X3JH%>N('Z MPO/!_U0%QOD-]28;S'VPC:_3=9O4W2]O#WG$IXP0[13RO^^N #O_]$FE7I]6 M=]:7 ]C]UN-@BQ<%^_+>S\%&<.:)>Z+\E]>-U;BI83V0IQZP\$^2&WP/3VV2 M2NO;%8EY)>,U6&,Q_[I]N:E'UF1UF_7?<9=<%%U8LLFD_#2X@OUK-WW#ZO66 M=?D\OLIR'QK<^SB[&DS7G_;[>+2X?"WE*RX81J3Z]Z??OH33V)>A)NQUGKVN M_MC0G/S#.55MX'TY'CD!WL<&7"IVJT9".0>U/.$7=X^UE-5R)/#ZKUZPYWI_ ^%_!YF+N^PE M\=C)$-M5X?96LSHU<>G/?^EY7/KGNO1LR]3]+X\5O=;KZ^?*!UG M@(1S'U]GPL_>KU6T\BR: M#1;9/?WJ@+L(B_#90\/!=3A@_5<13C">^OBUF8]8V0$'JSLZ=COZ:+;T=N]3 MMO1;E^+@D_AOAYB">R7KCJFX=<1!LO;B3[T[UHX303*($&EZ/2;46H+35$E+ MM9):(,X@(-@"))72ZZ[7-Z4H?G"R:1K9>W&[Z_;6]CNX#JK#=[;?(;@O)+HO MK.XH:WQPD=URDOBP(1V3[[JT=4?*>AZ417#3M8]B G@*C>:<8FZ%Q#SUI[FI M@O[=W2F+[XVR^LB?O$?&BHP5&>N9,A9#-6,YS_>OPN'-&_>_7?ZZ?.;=__HJ7=)S[YYI]Z9\,I\?O/?;SZ_23\]]=CF^:KE M9SSPN/IQ]9_SZG?GZ'[E'DWJ71F/^#*\LX>9>#L>?!E/RL3O/%]>%84FOBQO MLOFV.GOYH$A6^#J;7-0I9]>AP*:OO18R5QQ^BO,\"><$G'Y',O1,J%&H?"61 M*R?C^>5@GM6E]XN^":/LZKHJ$^($(Q0@G$U"(=&Z:GA72._6)2OOYG_Z(P2Q M$@#2QUF))M46&XE2*PAP6R&)CU;Y)[$3-W^Z1V+,[YZRK?A=-N9J> M@%6)UL6L-QC^WW+<5,I<;)2V+7H09KV?\\SW;%MD/?)+5XCR-/GPA&@/-;J; MUD))PBC'A!E&# .2EU':U'"]479>EP593>BL'N2ND<<5WU]U''^S1GYO"D/U MC_**?VSS*ZI&?'-]XRCT_Y99DN7#^3AX==1?X_R/B^O+/SY?9DZL:ZDNA?KW M4#SKY*BULVI@U/8BB76/Q$BCNPG"+$D- 8PP;B%/A:8EB3&$X88!NA\2XY'$ M(HE%$HLD]@028TV&+]:4 J02H34S0"BM594O)[@4&^>Q^R$QUE$26SN08*0O M.'@61!;/>:M?J.%P[H]T??^3T!385_A?W)3-!;[X9I3N@W%H/AW/F(3+@+$S+0**LVH403*A,%$T E4I:EI;+*J4C,$YCPW$YW M(Q-&)NRL=$0FW(D)45/FAF FE'26NT" $XHM%Z9D0@-ARI[ A'NK

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

/)X+_- /JN77C"6B790.&7>S^MLJ"!A6@JQGB(440G+

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ʉ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ɜ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end