Five Point Holdings, LLC (FPH) 2021年年度報告「NYSE」.pdf

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1、 April 7,2022 Dear Shareholders,2021 and the first few months of 2022 have been a time of progress and transition for Five Point.In October 2021,our former Chairman,Chief Executive Officer and President transitioned into a new role as Chairman Emeritus,and I was later hired as Chief Executive Office

2、r in February 2022.I am excited about the opportunity to lead Five Point and thankful for the trust our Board of Directors has placed in me.I believe that Five Point is well positioned to capitalize on the opportunities available to us,and we are working hard to do so.Through the management changes,

3、our associates continued to execute on our business plan in 2021.A strong economy,rising wages,and a favorable interest rate environment,combined with continued strong demand for homes,allowed us to achieve a number of objectives,including(among other things):closing on the sale of 887 homesites and

4、 16 homes for an aggregate purchase price of$419.5 million at the Great Park Neighborhoods community owned by our joint venture,the Great Park Venture;receiving$98.3 million in distributions and incentive compensation from the Great Park Venture;closing on the sale of 643 homesites for an aggregate

5、purchase price of$167.3 million at our Valencia community;reducing our selling,general and administrative expenses to$77.1 million,a 7.6%reduction compared to 2020;generating consolidated revenues of$224.4 million and consolidated net income of$13.3 million;extending the maturity date of our$125 mil

6、lion unsecured revolving line of credit to April 2024;and maintaining a debt to total capitalization ratio of 24.7%and liquidity of$390.1 million as of December 31,2021.In addition,our guest homebuilders sold 346 homes at Valencia since sales commenced in May 2021.We now have 14 active neighborhoods

7、 open for sale,and we expect increased sales as an additional four neighborhoods are slated to open shortly.At the Great Park Neighborhoods,a total of 655 homes were sold in 2021,representing an 11%increase compared to 2020,and we expect home sales in our next neighborhood to open in June 2022.I hav

8、e previously stated that my immediate priority was to undertake a comprehensive review of the organization with a focus on(1)revenue enhancement opportunities,(2)cost management,and(3)overall operating process refinement.This assessment is well underway,and with respect to the second priority noted

9、above,we have seen an approximately 26%reduction in headcount since the end of 2021.Most of the reductions were the result of a layoff that was recently effected.While we were able to keep the team together through the last two years of the pandemic,we felt it was the appropriate time to reassess Fi

10、ve Points needs.With the strong job market,we believe that there will be good opportunities for the departing associates,and while it is always difficult to right-size our employment base,we believe this decision allows us to be a more effective and efficient organization.Looking forward,we are opti

11、mistic about the market in general and our communities in particular.Although we are facing potential headwinds from geopolitical events,inflationary concerns,and rising interest rates,we believe our communities will continue to attract consumers looking for a high-quality home in a high-quality pla

12、nned community.In addition,demand for homes continues to outpace supply,especially in the severely supply-constrained California markets in which we operate.Finally,I am grateful for the energy and focus that our associates have brought to bear through this transitionary period at Five Point.I know

13、that our collective efforts are 100%dedicated to maximizing shareholder value and that we are all thankful for the continued support of our shareholders.Sincerely,Dan Hedigan Chief Executive Officer UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549Form 10-K(Mark One)ANNUAL REPORT P

14、URSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31,2021 ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from toCommission File Number 001-38088 Five Point Holdings,LLC(Exact name

15、 of registrant as specified in its charter)Delaware27-0599397(State or other jurisdiction of incorporation or organization)(I.R.S.Employer Identification No.)2000 FivePoint4th FloorIrvineCalifornia92618(Address of Principal Executive Offices)(Zip code)(949)349-1000(Registrants telephone number,inclu

16、ding area code)Securities registered pursuant to Section 12(b)of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredClass A common sharesFPHNew York Stock ExchangeSecurities registered pursuant to Section 12(g)of the Act:NoneIndicate by check mark if the registrant

17、is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No 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 No Indicate by check mark whether the registrant(1)has filed all reports required to be f

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

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

20、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

21、 Act.Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth companyIf 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 st

22、andards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C

23、.7262(b)by the registered public accounting firm that prepared or issued its audit report.Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No The aggregate market value of common shares held by non-affiliates of the registrant as of J

24、une 30,2021,the last business day of the registrants 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$470.5 million.As of February 28,2022,69,180,695 Class A common shares and 79,233,544

25、Class B common shares were outstanding.DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrants Proxy Statement for the 2022 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

26、be filed with the Securities and Exchange Commission within 120 days of the registrants fiscal year ended December 31,2021.FIVE POINT HOLDINGS,LLCTABLE OF CONTENTSFORM 10-KPagePART I.ITEM 1.Business1ITEM 1A.Risk Factors10ITEM 1B.Unresolved Staff Comments22ITEM 2.Properties22ITEM 3.Legal Proceedings2

27、2ITEM 4.Mine Safety Disclosures22PART II.ITEM 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities22ITEM 6.Reserved23ITEM 7.Managements Discussion and Analysis of Financial Condition and Results of Operations24ITEM 7A.Quantitative and Qualitati

28、ve Disclosures About Market Risk39ITEM 8.Financial Statements and Supplementary Data40ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure75ITEM 9A.Controls and Procedures75ITEM 9B.Other Information77ITEM 9C.Disclosure Regarding Foreign Jurisdictions that Preve

29、nt Inspections77PART III.ITEM 10.Directors,Executive Officers and Corporate Governance77ITEM 11.Executive Compensation77ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters77ITEM 13.Certain Relationships and Related Transactions,and Director Independ

30、ence77ITEM 14.Principal Accountant Fees and Services77PART IV.ITEM 15.Exhibits and Financial Statement Schedules78ITEM 16.Form 10-K Summary82Signatures83Financial Statement Schedules84CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This report contains forward-looking statements that are s

31、ubject 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,”“est

32、imate,”“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 perfor

33、mance;future demographics and market conditions in the areas where our communities are located;the outcome of pending litigation and its effect on our operations;the timing of our development activities;and the timing of future real estate purchases or sales,including anticipated deliveries of homes

34、ites and anticipated amenities in our communities.We caution you that any forward-looking statements presented in this report are based on our current views and information currently available to us.Forward-looking statements are subject to risks,trends,uncertainties and factors that are beyond our

35、control.We believe these risks and uncertainties include,but are not limited to,the following:uncertainties and risks related to public health issues such as a major epidemic or pandemic,including COVID-19;risks associated with the real estate industry;downturns in economic conditions or demographic

36、 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;adve

37、rse 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 servic

38、e 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 r

39、eal 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 t

40、he 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 materia

41、lize,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 guar

42、antees 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 chan

43、ges,except as required by applicable law.DEFINITIONS In this report:“acres”refers to gross acres,which includes unsaleable land,such as land on which major roads will be constructed,public parks,water quality basins,public school sites and open space;“Castlelake”refers to Castlelake,L.P.;“company,”“

44、our company,”“us,”“we,”and“our”refer to Five Point Holdings,LLC,together with its consolidated subsidiaries;“CPHP”refers to CPHP Development,LLC and its subsidiaries,the entities that acquired certain assets,and assumed certain liabilities,from the San Francisco Venture immediately prior to the form

45、ation transactions;“Five Point Gateway Campus”refers to approximately 73 acres of commercial land in the Great Park Neighborhoods,on which four buildings have been constructed with an aggregate of one million square feet of research and development,medical and office space;“formation transactions”re

46、fers 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 ex

47、change 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

48、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 distributio

49、ns 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

50、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”

51、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 outsta

52、nding 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 liab

53、ility company,which owns portions of 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;“ho

54、mesite”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

55、 to receive priority distributions from the Great Park Venture in an aggregate amount equal to$565 million($482 million of which has been paid as of the date of this report);“Lennar”refers to Lennar Corporation and its subsidiaries;“management company”refers,collectively,to FP LP and FP Inc.,which h

56、ave historically managed the development of Great Park Neighborhoods and Valencia(formerly known as Newhall Ranch);“Newhall Land&Farming”refers to The Newhall Land and Farming Company,a California limited partnership,which is developing Valencia(formerly known as Newhall Ranch);“operating company”re

57、fers to Five Point Operating Company,LP,a Delaware limited partnership;“our communities”refers to the communities that we are developing,including Valencia(formerly known as Newhall Ranch)in Los Angeles County,Candlestick and The San Francisco Shipyard in the City of San Francisco,and Great Park Nei

58、ghborhoods in Orange County;“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;an

59、d“San Francisco Venture”refers to The Shipyard Communities,LLC,a Delaware limited liability company,which is developing Candlestick and The San Francisco Shipyard.PART IITEM 1.Business We are an owner and developer of mixed-use planned communities in California.Our three existing communities have th

60、e 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 CaliforniaLos Angeles County,San Francisco Coun

61、ty and Orange County.In total,our communities consist of approximately 23 million square feet of built or planned commercial space and approximately 40,000 homes built or planned.Structure and Formation of Our CompanyIn 2009,our company was formed as a limited liability company to acquire ownership

62、through the operating company of Newhall Land&Farming,which is developing our Valencia community(formerly known as Newhall Ranch).In May 2016,we completed the formation transactions in which we acquired an interest in the San Francisco Venture,which is developing our Candlestick and The San Francisc

63、o Shipyard communities,a 37.5%percentage interest in the Great Park Venture,which is developing Great Park Neighborhoods,and the management company that has been the development manager of Great Park Neighborhoods since 2010.In August 2017,we acquired a 75%interest in the Gateway Commercial Venture,

64、the entity that owns portions of the Five Point Gateway Campus.Our company has an entity structure in which our two largest equity owners,Lennar and Castlelake,and our founder and Chairman Emeritus,Emile Haddad,separately hold,in addition to interests in our common shares,equity interests in either

65、or both the operating company or the San Francisco Venture that can be exchanged for,at our option,either our Class A common shares or cash.The diagram below presents a simplified depiction of our current organizational structure.(1)Through a wholly owned subsidiary,we serve as sole managing general

66、 partner of the operating company,and as of December 31,2021,we owned approximately 62.9%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

67、,FPL,the San Francisco Venture and the management company.Class A units of the operating company that we do not own are held by affiliates of Lennar,Castlelake,and Mr.Haddad and can be exchanged on a one-for-one basis,at our option,for either Class A common shares or cash equal to the fair market va

68、lue of such shares.Until Class A units of the operating company are exchanged or redeemed,the capital associated with Class A units of the operating company not held by us is presented within noncontrolling interests on our consolidated balance sheet.Based on the closing price of our Class A common

69、shares on February 28,2022($5.92),our market capitalization on a fully exchanged basis was approximately$878.8 million.(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 are owned by affiliates of Lenna

70、r and Castlelake,are intended to be economically equivalent to Class A Table of Contents1units of the operating company.As the holder of all outstanding Class B units of the San Francisco Venture,the operating company is entitled to receive 99%of available cash from the San Francisco Venture after t

71、he holders of Class A units in the San Francisco Venture 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.Unt

72、il exchanged or redeemed through the operating company,the capital associated with Class A units of the San Francisco Venture is presented within noncontrolling interests on our consolidated balance sheet.(3)We hold our interest in FPL directly and indirectly through the operating company and the ma

73、nagement 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 were entitled to receive priority distributions up to an aggregate amount of$565.0 million,of which$482.3 millio

74、n has been distributed as of February 28,2022.We are the administrative member of the Great Park Venture.However,management of the Great Park Venture is vested in the four voting members,who have a total of five votes.Major decisions generally require the approval of at least 75%of the votes of the

75、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,but rather as an equ

76、ity method investee,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 managers authority is limited.Major decisions by the Gateway Commercial Venture generally

77、 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.The Gateway Commercial Venture owns one of the four buildings and approx

78、imately 50 acres of commercial land with additional development rights at the Five Point Gateway Campus.We do not include the Gateway Commercial Venture as a consolidated subsidiary,but rather as an equity method investee,in our consolidated financial statements.Tax Classification We have elected to

79、 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 sta

80、te 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 re

81、ported on Form 1099,to the extent applicable.Our Business We are primarily engaged in the business of planning and developing our three mixed-use planned communities,and our principal source of revenue is the sale of residential and commercial land sites to homebuilders,commercial developers and com

82、mercial buyers.We may also retain a portion of the commercial and multi-family properties in our communities as income-producing assets.Our planning and development process involves the following components:Mixed-use planning.We design all aspects of our communities,creating highly desirable places

83、to live,work,shop and enjoy an active lifestyle.Our designs include a wide range of amenities,such as high quality public 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 ra

84、nge of housing types,sizes and prices.In addition to the mixed-use 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 neighborhoods individual character within the contex

85、t 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 approp

86、riate 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

87、 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 t

88、hat 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

89、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.Table of Contents2Horizontal development(infra

90、structure).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 communitys infrastructure and common improvements,including grading and installing roads,sidewalks,gutters,utility improvem

91、ents(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 devel

92、opment for a given development area 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 wit

93、h 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 bu

94、yer.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 occu

95、pancy 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 ou

96、rselves 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,o

97、utdoor 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 connec

98、ts neighbors through their interests.We believe community building efforts create loyal residents that can become repeat customers within our multi-generational communities.Sequencing.In order to balance the timing of our revenues and expenditures,we typically sequence the development of individual

99、neighborhoods or villages within our communities.As a result,many of the mixed-use 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 ma

100、rket conditions,we may vary the timing of certain of these activities.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

101、 multi-family properties.Our SegmentsWe have organized our operations into four reportable segments,three of which are tied to our communities(our Valencia(formerly Newhall),San Francisco and Great Park segments)and one relating to our commercial operations(our Commercial segment).Our operations rel

102、ating to these segments are discussed in more detail below in the sections titled“Our Communities”and“Commercial.”Our Communities Valencia(formerly Newhall Ranch)Valencia is a mixed-use planned community in Los Angeles County that spans approximately 15,000 acres and is designed to include approxima

103、tely 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

104、 on ultimate use and land planning.Valencia 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

105、 Valley and is adjacent to the City of Santa Clarita.Valencia is adjacent to Interstate 5 and State Highway 126.Valencia is also approximately 45 miles north of the Los Angeles International Airport(LAX)and 21 miles northwest of the Hollywood Burbank(Bob Hope)Airport(BUR)in Burbank.In December 2019,

106、we completed our first residential land sales in the first development area at Valencia.As of December 31,2021,we had sold 1,866 homesites,and builders had sold 346 homes to homebuyers since home sales commenced in May 2021.Candlestick and The San Francisco Shipyard Candlestick and The San Francisco

107、 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,Table of Contents3approximately 100,000 square feet of community space,artist studios and app

108、roximately 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 Candlestick and The San Francisco Shipyard communities are located almost equidistant between downtown San Francisco and the San

109、 Francisco International Airport(SFO).They consist of two distinct,but contiguous,parcels of real estate.Candlestick,the southern parcel,consists of approximately 280 acres on San Franciscos waterfront.This nationally recognized site was the location of Candlestick Park stadium,former home of the Sa

110、n 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.We commenced horizontal development activities at Candlestick in 2015.In October 2019,we received approval from the

111、City of San Francisco on a revised development plan for the first phase of Candlestick that is currently planned to include approximately 750,000 square feet of office space,1,600 homes,and 300,000 square feet of lifestyle amenities centered around retail and entertainment.As currently planned,Candl

112、estick ultimately is expected to include approximately 7,000 homes.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 m

113、ultiple levels of environmental and governmental investigation,analysis,review,comment and approval.Based on our discussions with the U.S.Navy,we had previously expected the U.S.Navy to deliver this property between 2019 and 2022.However,allegations that Tetra Tech,Inc.and Tetra Tech EC,Inc.(collect

114、ively,“Tetra Tech”),contractors hired by the U.S.Navy,misrepresented sampling results at The San Francisco Shipyard have resulted in data reevaluation,governmental investigations,criminal proceedings,lawsuits,and a determination by the U.S.Navy and other regulatory agencies to undertake additional s

115、ampling.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 ac

116、tivities 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

117、 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 o

118、ur development plans.Accordingly,our immediate development focus is on our Candlestick 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“RegulationFOST Process.”Great Park Neighborhoods Great Park Nei

119、ghborhoods,located in Irvine,California,is an approximately 2,100 acre mixed-use planned community that is being developed on the former site of the U.S.Marine Corps El Toro Air base(“El Toro Base”)in Orange County.Great Park Neighborhoods is designed to include approximately 10,500 homesites(includ

120、ing 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 plann

121、ing.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 si

122、ze of New Yorks 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 first homesites at the Great Park Neighborhoods were sold in April 2013 and,as of December 31,2021,the Great Park Venture had

123、sold 7,099 homesites(including 709 affordable homesites)and commercial land allowing for development of up to 2 million square feet of commercial(research and development)space.As of December 31,2021,builder sales totaled 5,422 market rate homes at the Great Park Neighborhoods(including 37 homes und

124、er a fee build arrangement).The Great Park Venture reacquired the development rights to approximately one million square feet that had been previously sold.For additional information about the commercial land sale,see“Commercial”below.CommercialWe currently expect to develop and operate certain comm

125、ercial properties within our existing mixed-use 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

126、-party.Factors we consider in determining whether or not to proceed with a particular commercial investment include(1)our existing knowledge of the mixed-use planned communities we are currently developing and understanding their respective needs,(2)whether,in our judgment,a particular commercial pr

127、operty 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 o

128、ur proposed uses,and(5)environmental considerations,traffic patterns and access to the site.Table of Contents4In 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 N

129、eighborhoods.The Five Point Gateway Campus currently includes approximately one million square feet planned for research and development,medical and office space in four buildings,which are designed to accommodate thousands of employees.In May 2020,the Gateway Commercial Venture closed on the sale o

130、f one building including approximately 11 acres of land within the campus to City of Hope,which intends to develop and operate a comprehensive cancer care center and build a future micro hospital.In August 2020,the Gateway Commercial Venture closed on the sale of two buildings to a real estate manag

131、ement company and operator.Our corporate headquarters are located in the fourth building,which remains owned by the Gateway Commercial Venture.In addition to the fourth building,the Gateway Commercial Venture owns approximately 50 acres of commercial land with additional development rights at the ca

132、mpus.Other Properties We own approximately 16,000 acres adjacent to our Valencia community 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 t

133、o be sold or deeded to third parties as we develop our Valencia community.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

134、 Venture.CompetitionWe 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 mixe

135、d-use planned communities located in desirable and supply constrained California coastal markets;the recreational and cultural amenities available within our communities;the commercial centers in our communities;our relationships with homebuilders;the proximity of our communities to major metropolit

136、an areas;experienced and proven leadership with expertise in partnering with governmental entities;significant discretion in timing and amount of land development expenditures;andflexible capital structure with a conservative operating philosophy.SeasonalityOur business and results of operations are

137、 not materially impacted by seasonality,however,we have historically experienced,and expect to continue to experience,variability in results of operations between comparable periods as a result of the sequencing of the development of our communities.Regulation Entitlement Process Land use and zoning

138、 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 typ

139、ically divide uses of land into two categoriespermitted 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

140、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

141、.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 b

142、uilder 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.Table of Contents5We have incurred significant costs and expenses over the last 10 to

143、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 mixed-use plan for each community by planning specific development areas and obtaining the necessary governmental approval

144、s 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

145、 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(

146、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 appro

147、vals 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 lev

148、els 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

149、 of construction.In the past,our approvals have been challenged by third parties.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 fro

150、m the presence or discharge 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 whet

151、her 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

152、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

153、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 th

154、e 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 exper

155、ience 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

156、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

157、 Valencia(formerly 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 i

158、mpede 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

159、listed on the U.S.Environmental Protection Agencys(“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

160、 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 environmen

161、tal 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

162、 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

163、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 discretio

164、nary 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 Table of Contents6more limited projects may be approved based on a Mitigated Negative Declarati

165、on.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

166、 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

167、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.”When we identify c

168、onditions 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

169、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

170、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

171、 multiple factors,including the propertys 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 develop

172、ment 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 environ

173、mentally 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

174、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

175、other abatement,if asbestos would be disturbed during renovation or demolition of a building.In addition,soils at Candlestick 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 subjec

176、t 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

177、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

178、 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.Navys cleanup process involv

179、es(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:Prelimin

180、ary 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

181、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

182、 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 numer

183、ic remediation goals.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

184、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 pu

185、blic with relevant information and an opportunity to comment on the preferred cleanup alternative.Table of Contents7Record 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

186、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 th

187、e 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 r

188、emedial 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 e

189、nvironment.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 Investment

190、s 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 planned communities.Our goal is to create sustainable,long-term growth and value for our shareholders.We do not currently have an investm

191、ent 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)Valencia(formerly known as Newhall Ranch);(2)Candlestick and The San Francisco Shipyard;and(

192、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

193、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 preferr

194、ed 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.We will limit our investment

195、 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

196、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.We do not have a policy that restricts the proportion of our assets that may be invested in a type of mortgage or any s

197、ingle 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

198、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 com

199、mon shares.Human CapitalWe are innovators and collaborators in the evolution of cities in coastal California,and our associates are the force behind the success of our communities.We maintain a relatively flat organizational structure,which encourages our associates to contribute and to grow their r

200、oles within the company without the limitations imposed by a rigid hierarchy.We believe in cultivating a work environment that fosters inclusion,diversity of thought,professional development and opportunities to grow and share innovative ideas across all our community elements.Our associates are exp

201、ected to exhibit and promote honest,ethical and respectful conduct in the workplace.All of our associates must adhere to a code of business conduct and Table of Contents8ethics that sets standards for appropriate behavior and participate in required training on preventing and identifying harassment

202、and discrimination.We believe that diversity within our employee base helps us to incorporate a wide range of perspectives into the development of our communities.We feel that the many cultures that live in our communities reflect the diverse mix of our associates.At December 31,2021,women constitut

203、ed approximately 46%of our workforce,and ethnic and racial minorities constituted approximately 42%of our workforce.We have designed our compensation and benefits programs to attract,retain and engage talented individuals.Our associates are eligible for medical,dental and vision insurance,a 401(k)pl

204、an with matching contributions,health savings and flexible spending accounts,paid time off,life and disability insurance,various wellness programs,paid parental leave and employee assistance programs.The compensation committee of our board of directors annually reviews the terms of our benefits prog

205、rams made available to our associates.We are dedicated to supporting and engaging with our communities through charitable donations,community outreach programs and the development of public schools,parks and other amenities.In addition to charitable initiatives of the company,we encourage and provid

206、e the flexibility to allow our associates to pursue outside interests and to make a difference in their local communities.In response to the COVID-19 pandemic,we took immediate steps to protect the health and well-being of our associates and to preserve the financial strength of the company.The subs

207、tantial majority of our associates are still working remotely with access to necessary systems and resources to ensure business continuity.We have utilized various technological resources to expand the use of virtual interactions,including holding company-wide meetings,which we use to keep the team

208、informed of the companys plans regarding the evolving nature of the work environment.We will transition our associates back to our offices when we believe it is appropriate after taking into account all federal,state and local laws,rules and regulations.We have a COVID-19 Prevention Program,which se

209、ts forth COVID-19-related safety protocols and procedures,and we have worksite-specific operational plans for the locations at which associates have returned to work on site.The COVID-19 Prevention Program and worksite plans incorporate numerous safety protocols,including social distancing,mask wear

210、ing,cleaning procedures,daily health checks,and contact tracing and notification procedures.In addition,we provide paid time off for associates directly impacted by COVID-19.At December 31,2021,we had approximately 160 employees.Information about our Executive Officers The following individuals are

211、our executive officers:NameAge PositionDaniel Hedigan68Chief Executive OfficerErik R.Higgins(1)54 Chief Financial Officer and Vice PresidentMichael Alvarado 56 Chief Legal Officer,Vice President and SecretaryGreg McWilliams 70 Chief Policy OfficerLeo Kij(1)58Incoming Interim Chief Financial Officer(

212、1)On January 20,2022,Mr.Higgins provided notice of his intent to resign from the company after the filing of this annual report on Form 10-K.Upon the effective date of Mr.Higgins resignation,Leo Kij,who currently serves as the companys Vice President and Corporate Controller,will serve as interim Ch

213、ief Financial Officer until Mr.Higgins successor is appointed.Daniel Hedigan.Mr.Hedigan was appointed our Chief Executive Officer in February 2022.Prior to his appointment,Mr.Hedigan served as President of Land Sales and Home Building for the Irvine Company from 2013 to 2021,where he oversaw the des

214、ign,building and sales of new homes in the master-planned villages of the Irvine Ranch in Orange County,California.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 man

215、agement company.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.Greg McWilliams.Mr.McWilliams was named our Chief Policy Officer in March 2018.From May

216、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.Leo Kij.Mr.Kij has served as our Vice President and Corporate Controller since 2016.From 2009 to 2016,he

217、served as Controller of our subsidiary,Five Point Communities Management,Inc.Table of Contents9Available InformationOur website is .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

218、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”).In addition,you may obtain the documents that we file with the S

219、EC from the SECs website at www.sec.gov.We use our investor relations website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD.Investors should monitor such website,in addition to following our press releases,SEC filings a

220、nd public conference calls and webcasts.Information relating to our corporate governance is also included on our investor relations website.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.I

221、TEM 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“Managements Discussion and Analysis of Financial Condition and Results of Operations”and the consolidated financial statements and th

222、e 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.

223、Risks Related to Our Business and IndustryOur business has been disrupted by the present outbreak and worldwide spread of COVID-19 and could be materially and adversely affected by COVID-19 or by a similar epidemic or pandemic,or similar public threat,or fear of such an event,and the measures that i

224、nternational,federal,state and local governments,agencies,law enforcement and/or health authorities implement to address it.The U.S.and other countries have experienced,and may experience in the future,outbreaks of contagious diseases that affect public health and public perception of health risk.Fe

225、deral,state and local governments and private entities in impacted regions have taken,and are continuing to take,actions in an effort to slow the spread of COVID-19 and variants of the virus.In response to these steps,we have shifted a majority of our office functions to work remotely and implemente

226、d a COVID-19 Prevention Program,which sets forth COVID-19-related safety protocols and procedures and worksite-specific operational plans for the locations at which associates have returned to work on site.Our results of operations are affected by economic conditions,including macroeconomic conditio

227、ns and levels of business confidence and consumer confidence.There is significant uncertainty regarding the extent to which and how long COVID-19 and related government directives,actions and economic relief efforts will continue to disrupt the U.S.economy.Our business could be negatively impacted o

228、ver the medium-to-longer term if the disruptions related to COVID-19 continue.Potential impacts could include asset impairments similar to the impairment we recognized in 2020 of$26.9 million attributed to our investment in the Great Park Venture primarily as a result of expected delays in both the

229、timing of land sales to builders and distributions to us causing a decline in the fair value of our investment in the Great Park Venture(see Part II,Item 7 of this report).If COVID-19 continues to have a significant negative impact on economic conditions over a prolonged period of time,our results o

230、f operations and financial condition could be adversely impacted.COVID-19 also may have the effect of heightening many of the other risks described in the Risk Factors listed below.There are significant risks associated with our development and construction projects that may prevent completion on bu

231、dget and on schedule.At our projects,we are engaged in extensive construction activity to develop each communitys infrastructure,including grading and installing roads,sidewalks,gutters,utility improvements,landscaping and shared amenities and other actions necessary to prepare each residential and

232、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

233、 also construct the buildings ourselves.Our development and construction activities entail risks that could make our projects less profitable and otherwise adversely impact our financial condition and results of operations,including:increased construction costs,unavailability of raw materials when n

234、eeded,and permitting or construction delays;claims for construction-related injuries,as well as claims for warranty,product liability and construction defects;labor stoppages or slowdowns and/or disputes with contractors,subcontractors or other third parties on whom we rely;federal,state and local g

235、rants to complete certain highways,interchange,bridge projects or other public improvements may not be available;unforeseen engineering,environmental or geological problems,including the potential impacts of climate change;Table of Contents10compliance with environmental planning and protection regu

236、lations and related legal proceedings,including governmental regulations intended to reduce greenhouse gas emissions or ameliorate projected climate change impacts;liabilities,expenses or project delays,stoppages or interruptions as a result of challenges by third parties in legal proceedings;delay

237、or inability to acquire property,rights of way or easements;andweather-related and geological interference,including landslides,earthquakes,floods,drought,wildfires and other events,including rising sea-levels due to climate change.We cannot assure you that projects will be completed on schedule or

238、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.We will have to make significant investments at our properties before we realize signifi

239、cant 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,landscaping and share

240、d amenities and other actions necessary to prepare each residential and commercial lot for construction.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 cir

241、cumstances may arise that result in our needing additional capital to execute our development plan.We are also required to 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

242、of obligations to build community improvements.If we are not successful in obtaining additional financing to enable us to complete our projects or are unable to obtain performance bonds or letters of credit when required,we may experience further delays or increased costs,and our financial condition

243、 and results of our operations may be adversely affected.Our communities are all located in California,which makes us susceptible to risks in that state.Our communities are all located in California.We have no current plans to acquire any additional properties or operations outside of California and

244、 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

245、 may result in the layoff or furlough of government employees,and California 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 prop

246、erties 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 weathe

247、r,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,sho

248、rtages of labor and materials,increased costs,and delays in development.The occurrence of natural disasters may also negatively impact the 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

249、 could be adversely affected.Additionally,if drought conditions continue in California,state and local authorities could enact 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

250、construction of homes and commercial buildings,even when we have obtained water rights for our communities.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

251、 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 h

252、ave lower revenues from sales,which 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 we cannot be certain that we have or wi

253、ll 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 g

254、ood,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 leasehol

255、d 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 oper

256、ations,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.Table

257、of Contents11Although the San Francisco Venture holds title insurance on the portions of Candlestick 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 Valencia.In any event,an owners ti

258、tle 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 properties,whether or not we hold title insu

259、rance,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 mar

260、ket 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

261、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 pr

262、ices enough to keep up with the rate of inflation,which would reduce our profit margins.For example,we have been experiencing increases in the prices of labor and materials across all of our communities,which may adversely affect our financial condition and results of operations.Significant competit

263、ion 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 fin

264、ancial 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

265、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.Fluctuations in real estate values may require us to write down the carrying v

266、alue 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.Fa

267、ctors 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 econ

268、omic 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

269、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

270、 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 capital stock or make other restricted payments;make certain investments;

271、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 StructureOur substantial indebtedness may have a material adverse effect on our business,our financial conditi

272、on and results of operations and our ability to secure additional financing in the future.”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 re

273、quired 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 oblig

274、ated 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.Risks Related to Laws and RegulationsZoning and land use laws and regulations may increase our expenses,limit the

275、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.Our communities are subject to numerous local,state,and federal laws and other statutes,ordinances,rules and regulations concernin

276、g 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

277、 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 our existing development agreements

278、 with the Cities of Irvine and San Table of Contents12Francisco 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 commerci

279、al 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

280、.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

281、areas in which our properties are located,our communities may also be subject to 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 either prior or subsequent to comm

282、encement 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 r

283、equire 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 o

284、r other commercial space may be adversely affected,or costs may increase,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 construc

285、tion 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 p

286、roject and the community and regulatory issues involved.Changing market conditions during the entitlement period 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 cha

287、llenged 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 obtaining approvals for our projects,we

288、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 that would result in losses.If values decline,we may be required to make material write-downs

289、of the book value of our real estate assets or real estate investments.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

290、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

291、 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 p

292、rojects,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 habi

293、tats,and nearby conditions.We expect that increasingly stringent environmental requirements will be imposed on developers in the future in light of growing concern from advocacy groups,government agencies and the general public over the effects of climate change on the environment.Transition risks p

294、osed by new government restrictions,standards or regulations intended to reduce greenhouse gas emissions and potential climate change impacts are emerging and may increase in the future.These future environmental requirements and restrictions could affect the timing or cost of our development and co

295、uld increase our operating and compliance costs or require additional technology and capital investment,which could adversely affect our results of operations.In addition,future environmental requirements or restrictions could reduce the number of homesites or amount of commercial square feet we are

296、 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 revoca

297、tion 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

298、 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.As an owner and operator of real property,we could incur liability for environmental contamination issue

299、s.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

300、 hazardous substances,including asbestos-containing materials.Under these and other Table of Contents13environmental 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 current

301、ly or formerly owned or operated by us,including as a result of the current and former oil and gas leasing operations at Valencia 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 arisin

302、g 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 USEPAs National Priorities List as sites requiring cleanup under federal environmental law.Although

303、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 discovered,we also may incur costs for investigation or cleanup of contamination that is discovered or disturbed during the co

304、urse of our future development activities or otherwise.Similarly,in the event that oil and gas operators at Valencia 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 en

305、tity 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 arra

306、nge 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

307、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

308、 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

309、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 limite

310、d or nonexistent.In addition,to the extent that we have indemnification rights against third parties relating to any such environmental liability or remediation costs,the indemnification may not fully cover such costs or we may not be able to collect the full amount of the indemnification from the t

311、hird-party.Significant investigation and cleanup activities are 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 i

312、ndependent 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 pr

313、operties.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 environm

314、ental 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.Increasing scrutiny and evolving expectations from investors,regulators,and othe

315、r stakeholders regarding our environmental,social and governance practices and reporting may impose additional costs on us or expose us to new or additional risks.Companies are facing increasing scrutiny related to corporate responsibility practices and reporting.Investor advocacy groups,investment

316、funds and influential investors are also increasingly focused on these practices,especially as they relate to the environment,health and safety,board and workforce diversity,and human capital.It is possible that stakeholders may not be satisfied with our practices or the speed at which we implement

317、new initiatives.New government regulations could also result in new or more stringent forms of oversight and could expand mandatory monitoring,reporting,diligence,and disclosure.Increased compliance costs could result in increases to our overall operational costs,and any failure to adapt to or compl

318、y with regulatory requirements or investor or stakeholder expectations and standards could negatively impact our reputation,ability to do business with certain partners,and share price.We may from time to time be subject to litigation,which could have a material adverse effect on our financial condi

319、tion 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

320、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 c

321、laims 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 fina

322、ncial 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 Table of Contents14affect our results of operations,expose us to increased risks that would be uninsure

323、d 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

324、 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 incr

325、eased 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

326、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-relate

327、d 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 disc

328、ontinue 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 uninsur

329、ed 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

330、in the insurance industrys 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 d

331、ifferent 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 suc

332、h 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 op

333、erations.Risks Related to Our Organization and StructureIn order to be successful,we must attract,engage,retain and integrate key personnel and have adequate succession plans in place,and failure to do so could have an adverse effect on our business.Our success depends to a significant degree upon our ability to attract,engage,retain and integrate qualified executives and other key employees throu