News Column

The Howard Hughes Corporation Reports Second Quarter 2014 Results

August 7, 2014

Second Quarter Highlights

  • Second quarter 2014 net income increased 50.8%, or $21.4 million to $63.5 million, excluding the $(67.4) million non-cash warrant loss and $(10.9) million non-cash reduction in the tax indemnity receivable, compared to the second quarter 2013 net income of $42.1 million, excluding the $(111.2) million non-cash warrant loss and $(7.5) million non-cash reduction in the tax indemnity receivable.
  • Master Planned Community (“MPC”) land sales increased 123.3% to $151.2 million for the second quarter 2014 compared to $67.7 million for the second quarter 2013 due primarily to $88.0 million of commercial land sales at The Woodlands in the second quarter 2014. Average price per superpad acre sold at Summerlin increased 40.3% to $519,000 for the second quarter 2014 compared to $370,000 for the second quarter 2013.
  • Net operating income (“NOI”) for our income-producing Operating Assets increased 15.9% to $18.2 million for the second quarter 2014, compared to $15.7 million for the second quarter 2013. South Street Seaport NOI has been excluded from income-producing Operating Assets NOI because it is substantially shut down and under redevelopment.
  • HHC announced the October 9, 2014 opening date for Downtown Summerlin, our 1.6 million square foot mixed-use development in the heart of the Summerlin MPC.
  • HHC began construction on the 171-unit Waiea condominium tower at Ward Village. Waiea is expected to be completed by the end of 2016.
  • HHC announced a joint venture with Discovery Land Company, the world’s leading developer of private clubs and luxury communities, to develop an exclusive luxury community on approximately 550 acres of our land within the Summerlin MPC.
  • HHC started construction of a 40,000 square foot Whole Foods Market in Hughes Landing with an expected opening date by mid-2015.
  • HHC acquired approximately 1,343 acres of undeveloped land located 13 miles north of The Woodlands and adjacent to Interstate 45 for $67.3 million, and have under contract 652 adjacent acres. We plan to develop over 4,600 single family residential lots on the combined properties with the first lots expected to be delivered in 2016.
  • HHC closed a $20.0 million non-recourse refinancing for the 70 Columbia Corporate Center office building in Columbia, MD. The loan is at LIBOR plus 2.25% with a July 2019 final maturity date.
  • HHC closed a $143.0 million non-recourse construction financing for two Class A office buildings totaling 647,000 square feet. The loan is at LIBOR plus 1.90% with a June 2019 final maturity date. ExxonMobil has pre-leased 478,000 square feet and has an option for the remainder of the space.
  • HHC closed a $311.8 million financing for the construction of the Downtown Summerlin development. At closing we received $106.5 million of net proceeds representing a portion of the development costs invested in the project by us prior to closing on the loan. The loan is at LIBOR plus 2.25% with a July 2019 final maturity date.
  • HHC commenced construction of a 302-room Westin Hotel overlooking The Woodlands Waterway in the Woodlands Town Center. The hotel is expected to be completed and open in the fourth quarter of 2015.
  • HHC acquired the fee interest underlying our 110 N. Wacker office building for $12.3 million on July 18, 2014.
  • HHC sold Redlands Mall, a non-core retail asset, for $6.9 million on July 25, 2014. The gain on the sale is expected to be immaterial.

    *Non-recourse debt means that the debt is non-recourse to The Howard Hughes Corporation, but is recourse to the asset securing such debt and/or the subsidiary entity owning such asset.

    DALLAS--(BUSINESS WIRE)-- The Howard Hughes Corporation (NYSE: HHC) or (the “Company” or “we”) today announced its results for the second quarter 2014.

    For the three months ended June 30, 2014, net loss attributable to common stockholders was $(14.8) million, or $(0.37) per diluted common share, compared with net loss attributable to common stockholders of $(76.6) million, or $(1.94) per diluted common share for the three months ended June 30, 2013. Second quarter 2014 net loss attributable to common stockholders includes a $(67.4) million non-cash warrant loss and a $(10.9) million non-cash reduction in the tax indemnity receivable. Excluding these non-cash charges, net income attributable to common stockholders was $63.5 million or $1.48 per diluted common share for the second quarter 2014. Excluding the $(111.2) million non-cash warrant loss and $(7.5) million non-cash reduction in tax indemnity receivable, net income attributable to common stockholders was $42.1 million, or $1.00 per diluted common share for the second quarter 2013.

    Beginning with our June 30, 2014 financial results, we are presenting our development-related marketing costs separately on our statement of operations. These costs relate to active development projects but, similar to demolition costs, are expensed as incurred rather than capitalized. Development-related marketing costs increased $4.6 million to $5.3 million for the three months ended June 30, 2014 compared to $0.7 million for the same period in 2013. The increases are primarily due to development activities at the South Street Seaport, Ward Village and the Outlet Collection at Riverwalk.

    David R. Weinreb, CEO of The Howard Hughes Corporation, stated, “The grand opening of the Outlet Collection at Riverwalk this quarter highlights our ability to transform an underappreciated asset into what we believe will be a very successful high-end urban outlet center. The development required imagination, determination and skill in dealing with multiple constituencies to transform a building originally constructed for the 1984 World’s Fair into a destination shopping location for New Orleans residents and tourists. Over one million people have visited the property since the grand opening, and early results from our retailers indicate their store performance is significantly exceeding expectations.”

    Mr. Weinreb continued, “The MPC business again delivered impressive results. Land prices in Houston and Las Vegas continue to increase, driven primarily by a scarcity of supply and also, in the case of Houston, very strong population and economic growth. We remain optimistic that the trend will continue and that the completion of our Downtown Summerlin development will further positively differentiate our MPC from the rest of the Las Vegas market.”

    Business Segment Operating Results

    For comparative purposes, Master Planned Communities (“MPC”) land sales and net operating income (“NOI”) from our Operating Assets segment are presented in the Supplemental Information contained in this earnings release. For a reconciliation of Operating Assets NOI to Operating Assets real estate property earnings before taxes (“REP EBT”), Operating Assets REP EBT to GAAP-basis net income (loss), and segment-basis MPC land sales revenue to GAAP-basis land sales revenue, please refer to the Supplemental Information contained in this earnings release. Non-recourse debt means that the debt is non-recourse to The Howard Hughes Corporation, but is recourse to the asset securing such debt and/or the subsidiary entity owning such asset. All construction cost estimates presented herein are exclusive of land costs.

    Master Planned Communities Highlights

    Land sales in our MPC segment, excluding deferred land sales and other revenue, increased 123.3%, or $83.5 million, to $151.2 million for the three months ended June 30, 2014, as compared to $67.7 million for the same period in 2013.

    The Woodlands land sales increased $65.0 million, or 156.3%, to $106.6 million for the three months ended June 30, 2014 compared to $41.6 million for the same period in 2013. The increase was due primarily to higher commercial land sales of $88.0 million for the three months ended June 30, 2014, including a $70.6 million sale of 58.9 acres to a major hospital and the sale of three retail sites for $17.4 million, compared with no commercial land sales in the second quarter 2013. This increase was partially offset by lower residential land sales of $22.8 million for the three months ended June 30, 2014, primarily due to the timing of lot deliveries which can vary significantly from quarter to quarter. The market for residential land in The Woodlands remains strong. The average price per detached single family acre at The Woodlands increased 10.0%, or $62,000 to $683,000 for the three months ended June 30, 2014 compared to $621,000 for the same period in 2013. Average price per detached single family finished lot decreased slightly from $168,000 to $163,000 due to smaller average lot sizes sold in the second quarter 2014 compared to second quarter 2013.

    Bridgeland land sales increased $4.8 million, or 252.6%, to $6.7 million for the three months ended June 30, 2014, compared to $1.9 million for the same period in 2013. The increase in lot sales revenues for the three months ended June 30, 2014, compared to the same period in 2013, relates primarily to our now having the ability to develop new lots now that we have received a long anticipated wetlands permit in early 2014. Finished lot development will continue to increase significantly throughout 2014, with lot sales expected to be weighted toward the fourth quarter. In the second quarter of 2014, we received bids from, and subsequently contracted with, homebuilders for the sale of 509 lots at an average price of $90,000 per lot, approximately 17.4% higher than the average finished lot prices during 2013, of which we currently expect 429 of these lots to close in 2014.

    Summerlin’s land sales revenue increased $13.6 million, or 56.1%, to $37.9 million for the three months ended June 30, 2014, compared to $24.3 million for the same period in 2013, primarily resulting from a 40.3% increase in the average price per superpad acre sold during this period. Homebuilder demand for land in Summerlin continues to remain strong. The average price per superpad acre increased $149,000 to $519,000 for the three months ended June 30, 2014, compared to $370,000 for the same period in 2013. Increasing land prices are primarily due to a scarcity of attractive developable residential land in the Las Vegas market, the continued growth in demand for new housing, and the low levels of inventory held by Summerlin homebuilders.

    In May 2014, we acquired 1,343 acres of undeveloped land located 13 miles north of The Woodlands for approximately $67.3 million and entered in to a contract to acquire an additional 652 adjacent acres from a different seller. The second purchase is expected to close in September 2014. We have preliminarily planned for approximately 1,834 acres of residential and 161 acres of commercial development on the combined sites, and currently estimate that the residential acres will yield over 4,600 lots. The first lots are expected to be finished and sold in 2016. The actual timing of development and sellout will be subject to several conditions, including market demand for residential lots and commercial properties.

    During the second quarter 2014, we announced a joint venture with Discovery Land Company, a leading developer of private clubs and luxury communities, to develop an exclusive luxury community on approximately 550 acres of land within the Summerlin MPC. Formalization of the venture, economics and commencement of development are subject to a number of conditions, including mapping and obtaining entitlements for the land to be contributed to the venture. Assuming successful completion of these conditions, development is expected to begin in mid-2015 with the first lot and home sales expected to begin in late 2015.

    Operating Assets Highlights

    NOI from our combined retail, office and resort and conference center and multi-family properties was $18.2 million for the three months ended June 30, 2014 as compared to NOI of $15.7 million for the three months ended June 30, 2013. We refer to these properties as our “income-producing Operating Assets.” These amounts include our share of NOI from our non-consolidated ventures of $0.8 million and $0.4 million for the three months ended June 30, 2014 and 2013, respectively, and exclude NOI for all periods from properties that are substantially closed for redevelopment and/or were sold during the period. Increases in NOI of $3.0 million attributable to placing One Hughes Landing and 3 Waterway Square into service in 2013 and smaller increases totaling $2.2 million from various other properties and our non-consolidated ventures were partially offset by lower NOI at The Woodlands Resort & Conference Center of $(1.6) million due to ongoing renovation and redevelopment and a $(1.1) million lease termination fee at the Outlet Collection at Riverwalk.

    In May of 2014, we opened the Outlet Collection at Riverwalk, an urban upscale outlet center located in New Orleans, Louisiana. We believe the Outlet Collection at Riverwalk is the nation’s first outlet center located in the downtown of a major city. The redevelopment features a tenant mix of top national retailers with established outlet stores, local retailers, several dining and entertainment options and an expansion of the current leasable area by approximately 50,000 square feet to 250,000 square feet. At opening, the center was 99.2% leased. Total development costs are expected to be approximately $84 million (exclusive of our land value). As of June 30, 2014, we have incurred $74.9 million of development costs of which $1.0 million were demolition costs that we expensed as incurred. The project is financed by a $64.4 million partial recourse construction loan bearing interest at one-month LIBOR plus 2.75% with a final maturity date of October 2018. We expect the property to reach stabilized annual NOI of approximately $7.8 million, based on leases in place, by early 2017.

    The South Street Seaport continues to partially operate while redevelopment of Pier 17 is underway and remediation and repairs to the historic area from Superstorm Sandy continue. During the second quarter 2014, we received $5.3 million of insurance proceeds, which are excluded from NOI and recognized as other income in our Condensed Consolidated Statement of Operations. We have received a total of $47.5 million of insurance proceeds from the inception of this claim through August 6, 2014 and are continuing to work with the insurance carriers to resolve the balance of our claim.

    On November 20, 2013, we announced plans for further redevelopment of the South Street Seaport district which includes approximately 700,000 square feet of additional space, East River Esplanade improvements, a marina, restoration of the historic Tin Building, the creation of a dynamic food market, replacement of wooden platform piers adjacent to Pier 17 and a newly constructed mixed-use building. The plans are subject to a Uniform Land Use Review Procedure that requires approval by the New York City Council, the New York City Landmarks Preservation Commission and various other government agencies. We expect to begin the formal approval process in the fourth quarter of 2014.

    Strategic Developments Highlights

    Pre-sales for the first two market-rate residential condominium towers at Ward Village began on February 1, 2014. Pre-sales are subject to a 30-day rescission period, and the buyers are required to make a deposit equal to 5% of the purchase price at signing and an additional 5% deposit 30 days later at which point their total deposit of 10% of the purchase price becomes non-refundable. Buyers are required to make an additional 10% deposit within approximately four months of signing. As of August 1, 2014, we had received $122 million of buyer deposits, representing $738 million of gross sales revenue assuming the buyers close on the units when completed. As of August 1, 2014, approximately 65% of the 482 total units in the two towers have been contracted and passed their 30-day rescission period for which the buyers have made 10% non-refundable deposits (71% in the Waiea tower and 61% in the Anaha tower). Including signed contracts that have not passed their 30-day rescission period, approximately 72% of total units have been sold (80% in Waiea and 68% in Anaha).

    Construction at ONE Ala Moana, a 206-unit luxury condominium tower being developed in a 50/50 joint venture, is now 70% complete with an expected opening in the fourth quarter of 2014. For the three months ended June 30, 2014 our share of One Ala Moana’s earnings, which are recorded on a percentage of completion basis, was $5.7 million.

    Construction is on schedule at our 1.6 million square foot Downtown Summerlin mixed-use project which is scheduled to open on October 9, 2014. Development costs are expected to total approximately $391 million, of which $259.7 million has been incurred through June 30, 2014. On July 15, 2014 we closed on a three year $312 million partial recourse construction loan bearing interest at one-month LIBOR plus 2.25% with a final maturity date of July 2019, and received $106.5 million of net cash proceeds at closing.

    In June 2014, we began construction on The Westin, The Woodlands, a 302-room hotel to be developed, owned and managed by us. The hotel will be located within The Woodlands Town Center and will overlook Woodlands Waterway. It will also feature a 150-seat restaurant, lobby bar and second level pool deck and bar, with direct access to The Fountains at Waterway Square. Total development costs are expected to be approximately $97 million when the project is completed at the end of 2015, and we have incurred $6.3 million of development costs through June 30, 2014. On August 6, 2014, we closed on a $69.3 million non-recourse construction loan at one-month LIBOR plus 2.65% with a final maturity date of August 2019.

    As of June 30, 2014, we have incurred $29.9 million of development costs for the construction of Two Hughes Landing, the second Class A office building in Hughes Landing. Total development costs are expected to be approximately $49 million and we expect construction to be completed during the third quarter of 2014. As of August 1, 2014, the project is 62.7% pre-leased.

    As of June 30, 2014, we have incurred $14.1 million of development costs for the construction of Hughes Landing Retail, the 123,000 square foot retail component of Hughes Landing. Total development costs are expected to be approximately $36.6 million. The first phase of the project is expected to be completed in the fourth quarter of 2014 with the majority of the restaurants on restaurant row opening during the first quarter 2015. As of August 1, 2014, the project is 57.1% pre-leased.

    For a more complete description of all of our Strategic Developments please refer to “Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Strategic Developments” in our Quarterly Report on Form 10-Q for the three months ended June 30, 2014.

    About The Howard Hughes Corporation

    The Howard Hughes Corporation owns, manages and develops commercial, residential and mixed-use real estate throughout the United States. Our properties include master planned communities, commercial mixed-use, retail and office properties, development opportunities and other unique assets spanning 16 states from New York to Hawai’i. The Howard Hughes Corporation is traded on the New York Stock Exchange under the ticker symbol “HHC” and is headquartered in Dallas, Texas. For more information, visit www.howardhughes.com.

    Safe Harbor Statement

    Statements made in this press release that are not historical facts, including statements accompanied by words such as “will,” “believe,” “expect,” “enables,” “realize,” “plan,” “intend,” “assume,” “transform” and other words of similar expression, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. These statements are based on management’s expectations, estimates, assumptions and projections as of the date of this release and are not guarantees of future performance. Actual results may differ materially from those expressed or implied in these statements. Factors that could cause actual results to differ materially are set forth as risk factors in The Howard Hughes Corporation’s filings with the Securities and Exchange Commission, including its Quarterly and Annual Reports. These factors include (1) the percentage of buyers who made the non-refundable deposits who close on their units and (2) whether tenants exercise their option to take additional space in our property. We caution you not to place undue reliance on the forward-looking statements contained in this release and do not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this release except as required by law.

               
    THE HOWARD HUGHES CORPORATION
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
     
    UNAUDITED
     
    Three Months Ended June 30,Six Months Ended June 30,
    2014     20132014     2013
    (In thousands, except per share amounts)
    Revenues:
    Master Planned Community land sales $ 153,164 $ 66,021 $ 200,835 $ 113,247
    Builder price participation 3,843 2,426 7,940 3,701
    Minimum rents 22,189 20,134 42,549 39,060
    Tenant recoveries 6,893 5,065 12,908 10,390
    Condominium rights and unit sales 4,358 30,381 7,484 30,381
    Resort and conference center revenues 9,622 11,270 19,048 22,374
    Other land revenues 2,698 3,830 5,210 6,632
    Other rental and property revenues   6,864     6,635     12,310     10,068  
    Total revenues   209,631     145,762     308,284     235,853  
    Expenses:
    Master Planned Community cost of sales 42,719 29,854 65,797 55,553
    Master Planned Community operations 11,389 9,794 20,650 18,291
    Other property operating costs 16,600 16,340 30,405 31,800
    Rental property real estate taxes 4,241 3,359 7,981 7,116
    Rental property maintenance costs 2,174 2,143 4,089 3,948
    Condominium rights and unit cost of sales 2,191 15,272 3,762 15,272
    Resort and conference center operations 6,412 7,680 13,923 15,156
    Provision for doubtful accounts 31 277 174 706
    Demolition costs 3,435 - 5,951 -
    Development-related marketing costs 5,299 658 9,522 721
    General and administrative 17,497 11,225 34,379 22,392
    Other income (5,611 ) (5,410 ) (16,059 ) (5,410 )
    Depreciation and amortization   11,473     6,780     21,982     13,224  
    Total expenses   117,850     97,972     202,556     178,769  
     
    Operating income 91,781 47,790 105,728 57,084
     
    Interest income 18,625 2,067 20,813 4,423
    Interest expense (8,897 ) - (16,218 ) (143 )
    Warrant liability loss (67,370 ) (111,200 ) (163,810 ) (144,227 )
    Reduction in tax indemnity receivable (10,927 ) (7,499 ) (10,927 ) (9,403 )
    Equity in earnings from Real Estate and Other Affiliates   6,587     5,707     12,655     8,440  
    Income (loss) before taxes 29,799 (63,135 ) (51,759 ) (83,826 )
    Provision for income taxes   44,532     13,361     49,305     15,840  
    Net loss (14,733 ) (76,496 ) (101,064 ) (99,666 )
    Net income attributable to noncontrolling interests   (27 )   (58 )   (12 )   (12 )
    Net loss attributable to common stockholders $ (14,760 ) $ (76,554 ) $ (101,076 ) $ (99,678 )
     
    Basic loss per share: $ (0.37 ) $ (1.94 ) $ (2.56 ) $ (2.53 )
     
    Diluted loss per share: $ (0.37 ) $ (1.94 ) $ (2.56 ) $ (2.53 )
     
             
    THE HOWARD HUGHES CORPORATION
    CONDENSED CONSOLIDATED BALANCE SHEETS
     
    UNAUDITED
     
    June 30,December 31,
    20142013
    Assets:(In thousands, except share amounts)
    Investment in real estate:
    Master Planned Community assets $ 1,603,361 $ 1,537,758
    Land 244,041 244,041
    Buildings and equipment 846,934 754,878
    Less: accumulated depreciation (128,053 ) (111,728 )
    Developments   767,859     488,156  
    Net property and equipment 3,334,142 2,913,105
    Investment in Real Estate and Other Affiliates   77,284     61,021  
    Net investment in real estate 3,411,426 2,974,126
    Cash and cash equivalents 739,568 894,948
    Accounts receivable, net 25,179 21,409
    Municipal Utility District receivables, net 116,201 125,830
    Notes receivable, net 14,385 20,554
    Tax indemnity receivable, including interest 329,813 320,494
    Deferred expenses, net 61,107 36,567
    Prepaid expenses and other assets, net   282,902     173,940  
    Total assets $ 4,980,581   $ 4,567,868  
     
    Liabilities:
    Mortgages, notes and loans payable $ 1,639,133 $ 1,514,623
    Deferred tax liabilities 55,548 89,365
    Warrant liabilities 469,370 305,560
    Uncertain tax position liability 217,473 129,183
    Accounts payable and accrued expenses   451,228     283,991  
    Total liabilities   2,832,752     2,322,722  
     
    Commitments and Contingencies (see Note 14)
     
    Equity:
    Preferred stock: $.01 par value; 50,000,000 shares authorized, none issued - -
    Common stock: $.01 par value; 150,000,000 shares authorized, 39,638,094
    shares issued and outstanding as of June 30, 2014 and 39,576,344
    shares issued and outstanding as of December 31, 2013 396 396
    Additional paid-in capital 2,833,631 2,829,813
    Accumulated deficit (684,479 ) (583,403 )
    Accumulated other comprehensive loss   (8,281 )   (8,222 )
    Total stockholders' equity 2,141,267 2,238,584
    Noncontrolling interests   6,562     6,562  
    Total equity   2,147,829     2,245,146  
    Total liabilities and equity $ 4,980,581   $ 4,567,868  
     

    Supplemental Information

    June 30, 2014

    As our three segments, Master Planned Communities, Operating Assets and Strategic Developments, are managed separately, we use different operating measures to assess operating results and allocate resources among these three segments. The one common operating measure used to assess operating results for our business segments is real estate property earnings before taxes (“REP EBT”), which represents the operating revenues of the properties less property operating expenses. REP EBT, as it relates to our business, is defined as net income (loss) excluding general and administrative expenses, corporate interest income and depreciation expense, provision for income taxes, warrant liability loss, changes in the tax indemnity receivable and other income. We present REP EBT because we use this measure, among others, internally to assess the core operating performance of our assets. However, REP EBT should not be considered as an alternative to GAAP net income (loss).

                     
    Reconciliation of REP EBT to GAAP-netThree Months Ended June 30,Six Months Ended June 30,
    income (loss)2014201320142013
    (In thousands)(In thousands)
     
    REP EBT $ 116,378 $ 61,065 $ 152,022 $ 84,042
    General and administrative (17,497 ) (11,225 ) (34,379 ) (22,392 )
    Corporate interest (expense)/income, net 4,829 1,594 (6,151 ) 4,300
    Warrant liability loss (67,370 ) (111,200 ) (163,810 ) (144,227 )
    Provision for income taxes (44,532 ) (13,361 ) (49,305 ) (15,840 )
    Reduction in tax indemnity receivable (10,927 ) (7,499 ) (10,927 ) (9,403 )
    Corporate other income 5,611 4,456 13,686 4,456
    Corporate depreciation   (1,225 )   (326 )   (2,200 )   (602 )
    Net loss $ (14,733 ) $ (76,496 ) $ (101,064 ) $ (99,666 )
     
                                                   
    MPC Land Sales Summary
    Three Months Ended June 30, 2014
                                                           
    Land SalesAcres SoldNumber of Lots/UnitsPrice per AcrePrice per Lot/Units
                                                           
    ($ in thousands)2014201320142013201420132014201320142013
     
    Columbia
    No land sales $ -   $ -   - - - - $ - $ - $ - $ -
     
    Bridgeland
    Residential
    Single family - detached   6,705     1,869   15.6 6.0 60 28   430   312   112   67
     
    Summerlin
    Residential
    Superpad sites 27,285 20,434 52.6 55.2 285 272 519 370 96 75
    Custom lots 4,200 1,733 3.7 1.7 7 4 1,135 1,019 600 433
    Single family - detached   6,370     2,086   6.1 2.7 35 25   1,044   773   182   83
      37,855     24,253   62.4 59.6 327 301   607   407   116   81
     
    The Woodlands
    Residential
    Single family - detached 16,266 40,581 23.8 65.4 100 241 683 621 163 168
    Single family - attached 2,388 872 3.3 2.1 40 22 724 415 60 40
    Commercial
    Medical 70,550 - 58.9 - - - 1,198 - - -
    Retail 17,401 - 30.3 - - - 574 - - -
    Other   -     135   - 0.7 - -   -   193   -   -
      106,605     41,588   116.3 68.2 140 263   917   610   133   158
    Total acreage sales revenue   151,165     67,710   194.3 133.8 527 592
     
    Deferred revenue (2,267 ) (6,055 )
    Special Improvement District revenue *   4,266     4,366  
    Total segment land sale revenue - GAAP basis $ 153,164   $ 66,021  
     
    * Applicable exclusively to Summerlin.
     
                                                   
    MPC Land Sales Summary
    Six Months Ended June 30, 2014
     
    Land SalesAcres SoldNumber of Lots/UnitsPrice per AcrePrice per Lot/Units
                                                           
    ($ in thousands)   2014     2013   20142013201420132014201320142013
     
    Columbia
    No land sales $ -   $ -   - - - - $ - $ - $ - $ -
     
    Bridgeland
    Residential
    Single family - detached   6,841     5,458   16.1 18.0 63 80   425   303   109   68
     
    Summerlin
    Residential

    Superpad sites

    43,566 41,509 83.9 143.0 406 673 519 290 107 62
    Custom lots 9,236 2,740 7.5 2.9 15 6 1,231 945 616 457
    Single family - detached 11,170 8,185 13.0 11.1 60 88 859 737 186 93
    Commercial
    Other   2,250     -   10.0 - - -   225   -   -   -
      66,222     52,434   114.4 157.0 481 767   579   334   133   68
     
    The Woodlands
    Residential
    Single family - detached 33,537 52,812 47.7 90.6 183 353 703 583 183 150
    Single family - attached 3,326 1,574 4.6 3.8 54 40 723 414 62 39
    Commercial
    Medical 70,550 - 58.9 - - - 1,198 - - -
    Retail 17,401 - 30.3 - - - 574 - - -
    Other   -     135   - 0.7 - -   -   193   -   -
      124,814     54,521   141.5 95.1 237 393   882   573   156   139
    Total acreage sales revenue   197,877     112,413   272.0 270.1 781 1,240
     
    Deferred revenue (3,925 ) (7,659 )
    Special Improvement District revenue *   6,883     8,493  
    Total segment land sale revenue - GAAP basis $ 200,835   $ 113,247  
     
    * Applicable exclusively to Summerlin.
     

    Operating Assets Net Operating Income

    The Company believes that NOI is a useful supplemental measure of the performance of our Operating Assets because it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating real estate properties and the impact on operations from trends in occupancy rates, rental rates, and operating costs. We define NOI as revenues (rental income, tenant recoveries and other income) less expenses (real estate taxes, repairs and maintenance, marketing and other property expenses). NOI also excludes straight line rents and tenant incentives amortization, net interest expense, depreciation, ground rent, other amortization expenses, and equity in earnings from Real Estate and Other Affiliates.

    We use NOI to evaluate our operating performance on a property-by-property basis because NOI allows us to evaluate the impact that factors such as lease structure, lease rates and tenant base, which vary by property, have on our operating results, gross margins and investment returns.

    Although we believe that NOI provides useful information to the investors about the performance of our Operating Assets due to the exclusions noted above, NOI should only be used as an alternative measure of the financial performance of such assets and not as an alternative to GAAP net income (loss).

    Beginning in the second quarter 2014, we reclassified certain retail Operating Assets that are substantially shutdown due to redevelopment-related construction activities underway to the Redevelopments section.

    Operating Assets NOI and REP EBT                  
          Three Months Ended June 30,Six Months Ended June 30,
    2014201320142013
    (In thousands)(In thousands)
    Retail
    Cottonwood Square $ 180 $ 143 $ 333 $ 243
    Landmark Mall (a) 75 251 624 394
    Outlet Collection at Riverwalk (b) (1,221 ) (338 ) (1,473 ) (771 )
    Park West (c) 524 281 1,088 564
    Ward Village 6,171 5,883 11,800 11,862
    20/25 Waterway Avenue 343 276 764 590
    Waterway Garage Retail   164     84     332     71  
    Total Retail   6,236     6,580     13,468     12,953  
    Office
    70 Columbia Corporate Center (d) 525 91 669 143
    Columbia Office Properties (e) 596 271 684 663
    2201 Lake Woodlands Drive 137 (73 ) 104 (31 )
    One Hughes Landing (f) 1,491 - 1,960 -
    9303 New Trails 553 452 1,020 929
    110 N. Wacker 1,514 1,508 3,034 3,004
    4 Waterway Square 1,407 1,372 2,848 2,973
    3 Waterway Square (f) 1,560 71 3,127 71
    1400 Woodloch Forest   293     287     533     669  
    Total Office   8,076     3,979     13,979     8,421  
     
    Millennium Waterway Apartments 1,112 1,181 2,172 2,377
    The Woodlands Resort & Conference Center (g)   2,005     3,590     3,920     7,218  
    Total Retail, Office, Multi-family, Resort & Conference Center   17,429     15,330     33,539     30,969  
     
    The Club at Carlton Woods (799 ) (497 ) (2,012 ) (1,615 )
    The Woodlands Ground leases 112 121 222 224
    The Woodlands Parking Garages (110 ) (240 ) (289 ) (404 )
    Other Properties   251     (67 )   531     (131 )
    Total Other   (546 )   (683 )   (1,548 )   (1,926 )
    Operating Assets NOI - Consolidated and Owned

    as of June 30, 2014

      16,883     14,647     31,991     29,043  
     
    Redevelopments
    South Street Seaport (h)   (1,734 )   (1,776 )   (3,956 )   (3,437 )
    Total Operating Asset Redevelopments (1,734 ) (1,776 ) (3,956 ) (3,437 )
     
    Dispositions
    Rio West Mall (i)   30     292     79     638  
    Total Operating Asset Dispositions   30     292     79     638  
    Total Operating Assets NOI - Consolidated   15,179     13,163     28,114     26,244  
     
    Straight-line lease amortization (j) (537 ) 444 (973 ) 267
    Demolition costs (k) (3,434 ) - (5,928 ) -
    Depreciation and amortization (l) (9,531 ) (6,398 ) (18,541 ) (12,516 )
    Write-off of lease intangibles and other (m) - (392 ) - (2,505 )
    Equity in earnings from Real Estate and Other Affiliates (n) 767 363 2,572 3,096
    Interest, net (o)   (3,917 )   (3,849 )   (5,842 )   (10,608 )
    Total Operating Assets REP EBT (p) $ (1,473 ) $ 3,331   $ (598 ) $ 3,978  
     
     
    Three Months Ended June 30,Six Months Ended June 30,
    2014201320142013
    (In thousands)(In thousands)
    Operating Assets NOI - Equity and Cost Method Investments
    Stewart Title (title company) $ 861 $ 667 $ 1,059 $ 1,066
    Summerlin Baseball Club Member, LLC 611 - 364 -
    Woodlands Sarofim # 1   389     332     790     649  

    Total NOI - equity investees

     

    1,861

       

    999

       

    2,213

       

    1,715

     
     
    Adjustments to NOI (q)   (48 )   (36 )   (79 )   (69 )
    Equity Method Investments REP EBT 1,813 963 2,134 1,646
    Less: Joint Venture Partner's Share of REP EBT   (1,046 )   (600 )   (1,343 )   (1,053 )
    Equity in earnings from Real Estate and Other Affiliates   767     363     791     593  
     
    Distributions from Summerlin Hospital Investment (n)   -     -     1,781     2,503  
    Segment equity in earnings from Real Estate and Other Affiliates $ 767   $ 363   $ 2,572   $ 3,096  
     
    Company's Share of Equity Method Investments NOI
    Stewart Title (title company) $ 431 $ 334 $ 530 $ 533
    Summerlin Baseball Club Member, LLC 306 - 182 -
    Woodlands Sarofim # 1   78     66     158     130  
    Total NOI - equity investees $ 815   $ 400   $ 870   $ 663  
     
     
    EconomicSix Months Ended June 30,
    OwnershipDebtCash
    (In thousands)
    Stewart Title (title company) 50.00 % $ - $ 1,387
    Summerlin Las Vegas Baseball Club 50.00 % - 581
    Woodlands Sarofim #1 20.00 % 6,395 560
     
    (a)   The NOI decrease for the Landmark Mall for the three months ended June 30, 2014 compared to 2013 is primarily due to reduced rental rates on tenant renewals. Leasing is becoming more difficult due to increasing probability that the asset will be redeveloped in the near future. The NOI increase for the six months ended June 30, 2014 compared to 2013 is due to a favorable property tax settlement with the City of Alexandria for $0.7 million partially offset by reduced rental rates on tenant renewals.
    (b) The NOI decrease for the Outlet Collection at Riverwalk for the three and six months ended June 30, 2014 compared to 2013 is due to a $(1.1) million lease termination fee in the second quarter 2014. The asset was closed in July 2013 for redevelopment and was re-opened in May 2014. The remainder of the NOI losses, excluding the lease termination fee, are due to the closure for redevelopment of a substantial portion of the property during the periods reported.
    (c) The NOI increase for Park West for the three and six months ended June 30, 2014 compared to 2013 is due to increased occupancy from 71.2% to 77.6%.
    (d) The NOI increase for 70 Columbia Corporate Center for the three and six months ended June 30, 2014 compared to 2013 is due to increased occupancy from 58.9% to 94.7%.
    (e) The NOI increase for Columbia Office Properties for the three and six months ended June 30, 2014 compared to 2013 is due to a termination fee of $0.3 million received in second quarter 2014, partially offset by reduced revenues due to the relocation of a major tenant from one of our office buildings to 70 Columbia Corporate Center in second quarter of 2013.
    (f) Both One Hughes Landing and 3 Waterway Square were placed into service during mid-2013.
    (g) The NOI decrease for The Woodlands Resort & Conference Center for the three and six months ended June 30, 2014 compared to 2013 is due to lower occupied room nights and lower banquet and catering revenue resulting from the ongoing renovation project.
    (h) The NOI decrease for South Street Seaport for the six months ended June 30, 2014 compared to 2013 is due to the continued redevelopment of this property.
    (i) Rio West Mall was sold on September 30, 2013.
    (j) The decrease in straight-line lease amortization for the three and six months ended June 30, 2014 compared to 2013 is due to the end of free rent periods for several major tenants at Ward Village.
    (k) The demolition costs for the three and six months ended June 30, 2014 relate to the redevelopment and demolition of Pier 17 at South Street Seaport.
    (l) The increase in depreciation and amortization for the three and six months ended June 30, 2014 compared to 2013 is attributable to the acceleration of depreciation at Landmark Mall, Ward Village Block K and Block O due to redevelopment plans and placing One Hughes Landing and 3 Waterway Square into service in 2013.
    (m) The write-off of lease intangibles and other for the three and six months ended June 30, 2013 is primarily related to the write off of tenant improvements and lease commissions for a terminated tenant at 20/25 Waterway in the first quarter of 2013.
    (n) Equity in earnings from Real Estate and Other Affiliates decreased for the six months ended June 30, 2014 compared to the same period in 2013 due to the hospital’s revenue declining as a result of a higher mix of uninsured patients.
    (o) The decrease in interest, net for the six months ended June 30, 2014 compared to 2013 is due to the payoff of the 70 Columbia Corporate Center mortgage and elimination of lender’s participation interest, partially offset by additional interest expense at 3 Waterway Square and One Hughes Landing.
    (p) For a detailed breakdown of our Operating Asset segment REP EBT, please refer to Note 15 - Segments in the Condensed Consolidated Financial Statements.
    (q) Adjustments to NOI include straight-line rent and market lease amortization, demolition costs, depreciation and amortization and non-real estate taxes.





    The Howard Hughes Corporation

    Caryn Kboudi, 214-741-7744

    caryn.kboudi@howardhughes.com


    Source: The Howard Hughes Corporation


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