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8-K - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES - Howard Hughes Corpa13-18110_18k.htm

Exhibit 99.1

 

 

THE HOWARD HUGHES CORPORATION REPORTS SECOND QUARTER 2013 RESULTS

 

Second Quarter Highlights

 

·                  Second quarter 2013 net income was $42.1 million, excluding the $(111.2) million non-cash warrant loss and $(7.5) million non-cash loss relating to a reduction in the tax indemnity receivable, compared to the second quarter 2012 net income of $19.7 million, excluding the $23.4 million non-cash warrant gain and $(8.8) million reduction in the tax indemnity receivable.

·                  Master Planned Community (“MPC”) land sales increased 60.0% to $67.7 million for the second quarter 2013 compared to $42.3 million for the second quarter 2012.

·                  The Summerlin MPC in Las Vegas increased land sales for the three and six months ended June 30, 2013 by 79.9% and 154.7% to $24.3 million and $52.4 million, respectively, compared to $13.5 million and $20.6 million for the same periods in 2012.

·                  Net operating income (“NOI”) for our income-producing Operating Assets decreased $5.4 million to $14.2 million for the second quarter 2013, compared to $19.6 million for the second quarter 2012.  Second quarter 2013 results include a $(3.5) million negative NOI impact from Superstorm Sandy at South Street Seaport, a $(0.7) million negative impact from vacating Riverwalk Marketplace for redevelopment, and a $(1.0) million negative impact resulting from the redevelopment of The Woodlands Resort and Conference Center.  We expect that substantially all of the lost income caused by the storm will be covered by insurance.

·                  The sold out 206-unit ONE Ala Moana luxury condominium project that we are developing in a 50/50 joint venture with local developers in Honolulu, HI, closed on a $132.0 million construction loan and $40.0 million in mezzanine financing.  Upon closing of the loan, we sold our condominium rights to the venture at a $47.5 million valuation and received $35.3 million of cash proceeds, inclusive of $4.5 million of cost reimbursements. Construction of the tower began in the second quarter 2013 with an expected fourth quarter 2014 completion date.

·                  Completed 3 Waterway Square, a 97% leased 232,000 square foot Class A office building in The Woodlands. On August 2, 2013, we refinanced its $43.3 million construction loan with a $52.0 million 15-year non-recourse first mortgage at 3.94%.

·                  Continued construction of One Hughes Landing, a 197,000 square foot Class A office building to be completed in the third quarter 2013 which is presently 87% pre-leased.  During the second quarter 2013, we announced and began construction on Two Hughes Landing, a 197,000 square foot Class A office building that we expect to complete in the second quarter of 2014. In June 2013, we announced plans to construct a 391-unit Class A multi-family project within Hughes Landing.  Construction will begin in the third quarter 2013 and completion is planned for the first quarter of 2015.

·                  Began the redevelopment of Riverwalk Marketplace into the nation’s first upscale urban outlet center. The project is 83% pre-leased, and upon completion in 2014, will comprise approximately 250,000 square feet of retail space.

 

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·                  Began construction of the 1.6 million square foot Shops at Summerlin mixed-use development, which is expected to open by the end of 2014.

·                  Received unanimous approval from the City of Alexandria to redevelop the Landmark Mall into a 750,000 square foot mixed-use development. Construction is expected to begin by the spring of 2014 with the first phase opening by the spring of 2016.

 

DALLAS, August 8, 2013 - The Howard Hughes Corporation (NYSE: HHC) or (the “Company”) today announced its results for the second quarter 2013.

 

For the three months ended June 30, 2013, net loss attributable to common stockholders was $(76.6) million, or ($1.94) per diluted common share, compared with net income attributable to common stockholders of $34.3 million, or $0.27 per diluted common share for the three months ended June 30, 2012.  Second quarter 2013 net income attributable to common stockholders includes a $(111.2) million warrant loss and $(7.5) million non-cash loss relating to a reduction in the tax indemnity receivable.  Excluding these non-cash charges, net income attributable to common stockholders was $42.1 million or $1.00 per diluted common share for the second quarter 2013.  Excluding the $23.4 million warrant gain and $(8.8) million reduction in tax indemnity receivable non-cash charges, net income attributable to common stockholders was $19.7 million, or $0.49 per diluted common share for the second quarter 2012.

 

David R. Weinreb, CEO of The Howard Hughes Corporation, stated, “The Howard Hughes Corporation had an outstanding second quarter 2013, delivering a record $47.8 million of operating income.  Our master planned communities are experiencing very strong demand from homebuilders for land.  Residential land sales for the first six months of 2013 increased 59% to $112.3 million compared to the first six months of 2012.  In our operating assets and strategic developments segments, we began construction on over two million square feet of commercial property development, including the 1.6 million square foot Shops at Summerlin project, 250,000 square foot transformation of the Riverwalk Marketplace into The Outlet Collection at Riverwalk and the 200,000 square foot Two Hughes Landing office building.  The ONE Ala Moana joint venture also began construction on the sold out 206-unit condominium tower.”

 

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, refer to the

 

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Supplemental Information contained in this earnings release.  Non-recourse debt means that the debt is non-recourse to The Howard Hughes Corporation, not to the asset.

 

Master Planned Communities

 

Land sales in our MPC segment, excluding deferred land sales and other revenue, increased $25.4 million, or 60.0%, to $67.7 million for the three months ended June 30, 2013 as compared to the three months ended June 30, 2012. The increase in revenues was primarily a result of a $26.9 million increase in residential lot sales at The Woodlands and an $11.6 million increase in residential lot sales at Summerlin, partially offset by a $6.0 million decrease in residential land sales at Bridgeland and the Columbia, Maryland communities, and a $6.3 million decrease in commercial and other land sales at The Woodlands.

 

At Summerlin, existing inventory levels for both new and resale homes is decreasing as the housing market strengthens.  New housing demand and a scarcity of attractive land is driving significant increases in land prices. Builder activity continues to improve at Summerlin as homebuilder sales increased 34.6% with 179 new home sales during the second quarter 2013 compared to 133 for the same period in 2012.  Summerlin’s average sale price per acre for superpad sites increased 64.4% to $370,000 per acre for the second quarter 2013, compared to $225,000 per acre for the second quarter 2012.

 

The Woodlands residential land sales for the three months ended June 30, 2013 increased 185.4% to $41.5 million for the second quarter 2013 compared to $14.5 million for the second quarter 2012.  Average price per acre increased 73.0% and average price per detached lot increased 86.7% to $168,000 from $90,000 over the same period.  Commercial and other land sales were $0.1 million for the second quarter 2013 compared to $6.4 million for the second quarter 2012.  We expect future commercial land sales to be lumpy because our strategy is to hold and develop in the vicinity of The Woodlands Town Center and opportunistically sell commercial land in outer areas of the MPC.

 

Bridgeland’s land sales revenues were $1.9 million for the second quarter 2013, a decrease of $3.8 million compared to the second quarter 2012.  Average price per lot increased 31.4% to $67,000.  The increase in per lot price and decrease in sales were due to the mix of lots sold and the low level of lot availability in the Bridgeland community, with 43 lots remaining in inventory at June 30, 2013. We are pursuing approval from the U.S. Army Corps of Engineers to develop 806 acres of land in Bridgeland and believe we could quickly complete and deliver lots to meet market demand when approval is received.

 

The Houston, Texas area continues to benefit from a strong energy sector.  We anticipate that the expected influx in 2014 and 2015 of approximately 10,000 employees to ExxonMobil’s new 385-acre corporate campus, which is under construction just south of the Woodlands, will continue to drive demand for residential housing and commercial space.  Construction of Houston’s perimeter loop, the Grand Parkway, is also expected to serve as a catalyst for growth in Bridgeland and The Woodlands communities as sections are completed in early 2014 through early 2015.  The Parkway bisects the Bridgeland community and connects the airport, Energy Corridor and the ExxonMobil campus.

 

Operating Assets

 

NOI from the combined retail, office and resort and conference center and multi-family properties was $14.2 million for the three months ended June 30, 2013 compared to NOI of $19.6 million for the three

 

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months ended June 30, 2012.  We refer to these properties as our “income-producing Operating Assets.”  These amounts include our share of NOI from our non-consolidated ventures of $0.4 million and $1.0 million for the same periods.

 

The $5.4 million decrease in NOI for the second quarter 2013 compared to the second quarter 2012 is primarily attributable to the $(3.5) million decrease at South Street Seaport due to Superstorm Sandy, $(0.7) million decrease at Riverwalk Marketplace because the property was vacated for redevelopment and $(1.0) million negative variance at The Woodlands Resort and Conference Center caused primarily by lower group business resulting from redevelopment at this property.

 

South Street Seaport had an NOI loss of $(1.8) million for the second quarter 2013 compared to NOI of $1.7 million for the second quarter 2012.  The property is only partially operating while remediation and repairs from the storm continue.  We believe that our insurance will cover substantially all of the cost of repairing the property and will also compensate us for any income that has been lost as a result of the storm.  A majority of the vacant space will remain empty in advance of redevelopment of Pier 17 and the historic buildings on the site, which is expected to begin by the fourth quarter 2013.

 

Riverwalk Marketplace had an NOI loss of $(0.3) million for the second quarter 2013 compared to NOI of $0.3 million for second quarter 2012.  The decrease is the result of vacating the property in advance of its redevelopment into an upscale urban outlet center — The Outlet Collection at Riverwalk.  The property is 83% pre-leased and development costs are expected to total approximately $82 million.  Construction began in June 2013 and the property is expected to reopen in 2014.

 

The Woodlands Resort and Conference Center second quarter 2013 NOI was $3.6 million compared to $4.6 million for the second quarter 2012.  During the first quarter 2013, we began a $75.4 million renovation and redevelopment of the property.  Second quarter 2013 NOI was negatively impacted by the ongoing renovation, which caused lower group business compared to second quarter 2012.

 

3 Waterway Square, a 232,000 square foot Class A office building in The Woodlands, was completed in June 2013.  The building is 97% leased and is expected to generate approximately $6.0 million of annual NOI in 2014 based on in-place leases.  The building generated $0.1 million of NOI for the portion of the time it was open during the second quarter 2013.  On August 2, 2013, we closed on a $52.0 million 15-year non-recourse mortgage financing at 3.94% that refinanced the $43.3 million construction loan on the building.

 

Strategic Developments

 

During the second quarter 2013, construction began on ONE Ala Moana, a luxury 206-unit condominium tower, which is being developed in a 50/50 joint venture.  In the second quarter of 2013, the venture closed on a $132.0 million mortgage financing. Upon closing of the loan, we sold our condominium air rights valued at $47.5 million to the joint venture, received $35.3 million of cash proceeds and our partner contributed $16.8 million of cash to the venture as an equity contribution.  Net income from our strategic development segment for the three months ended June 30, 2013 includes a $15.1 million gain from the sale of our condominium rights and $5.2 million in earnings from Real Estate Affiliates related to our 50% interest in the joint venture’s income from the condominium project using the percentage of completion method.

 

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In May 2013, we began construction on our 1.6 million square foot Shops at Summerlin mixed-use project.  Development costs are expected to total approximately $390 million, excluding land value, and the targeted opening date is during the fourth quarter 2014. Through June 30, 2013 we have incurred approximately $17.1 million of development costs for this project and we expect to close on a financing for this development in the second half of 2013.

 

Construction continued at The Metropolitan in Downtown Columbia, previously known as Columbia Parcel D, a 380-unit multi-family project with 14,000 square feet of ground floor retail space. In 2011, we contributed land with a fair value of $20.3 million and having a $3.0 million book value to a 50/50 joint venture with a local developer.  On July 11, 2013, the joint venture closed a seven-year $64.1 million non-recourse construction loan and we received $7.6 million in cash.  Our capital investment in the venture consists of land and improvements valued at $20.3 million.  The total project budget is $96.9 million, including our contributed land and improvements, and the project is expected to be completed by the end of 2014.

 

As of August 7, 2013, One Hughes Landing, a 197,000 square foot Class A office building being built in The Woodlands, is 87% pre-leased.  Total budgeted construction cost is $50 million (exclusive of land value).  We have incurred $24.3 million of costs related to this project as of June 30, 2013 and construction is expected to be completed in third quarter 2013.  During the second quarter 2013, we announced and began construction on Two Hughes Landing, a 197,000 square foot Class A office building being built adjacent to One Hughes Landing.  Total budgeted construction costs are $49 million (exclusive of land value) with a second quarter 2014 expected completion date.

 

During the second quarter 2013, we continued the redevelopment of Ward Centers into the 60-acre Ward Village master planned community, which will include office, retail and residential space, to be completed in phases.  We announced the first phase, estimated to be completed in 2016, which includes two market-rate residential towers and a workforce housing tower.  The $24.4 million renovation to convert a portion of our IBM office building into a world-class sales center for the entire project is expected to be completed by the fourth quarter 2013.

 

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 18

 

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states from New York to Hawaii. 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,” “transform” and other words of similar expression, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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.  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.

 

For more information, contact:

The Howard Hughes Corporation

Caryn Kboudi, 214-741-7744

caryn.kboudi@howardhughes.com

 

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THE HOWARD HUGHES CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

 

UNAUDITED

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

(In thousands, except per share amounts)

 

Revenues:

 

 

 

 

 

 

 

 

 

Master Planned Community land sales

 

$

66,021

 

$

43,928

 

$

113,247

 

$

80,017

 

Builder price participation

 

2,426

 

1,528

 

3,701

 

2,341

 

Minimum rents

 

20,134

 

20,577

 

39,060

 

39,474

 

Tenant recoveries

 

5,065

 

6,003

 

10,390

 

11,867

 

Condominium rights and unit sales

 

30,381

 

134

 

30,381

 

267

 

Resort and conference center revenues

 

11,270

 

11,970

 

22,374

 

21,626

 

Other land revenues

 

3,830

 

3,531

 

6,632

 

7,048

 

Other rental and property revenues

 

7,925

 

6,268

 

11,358

 

11,062

 

Total revenues

 

147,052

 

93,939

 

237,143

 

173,702

 

Expenses:

 

 

 

 

 

 

 

 

 

Master Planned Community cost of sales

 

29,854

 

22,978

 

55,553

 

41,657

 

Master Planned Community operations

 

9,794

 

9,979

 

18,290

 

21,026

 

Other property operating costs

 

17,334

 

15,044

 

32,854

 

29,373

 

Rental property real estate taxes

 

3,359

 

3,171

 

7,116

 

7,009

 

Rental property maintenance costs

 

2,143

 

2,086

 

3,948

 

4,041

 

Condominium rights and unit cost of sales

 

15,272

 

36

 

15,272

 

96

 

Resort and conference center operations

 

7,680

 

7,371

 

15,156

 

14,785

 

Provision for doubtful accounts

 

277

 

164

 

706

 

45

 

General and administrative

 

6,769

 

8,160

 

17,940

 

16,557

 

Depreciation and amortization

 

6,780

 

5,893

 

13,224

 

10,951

 

Total expenses

 

99,262

 

74,882

 

180,059

 

145,540

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

47,790

 

19,057

 

57,084

 

28,162

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

2,067

 

2,342

 

4,423

 

4,673

 

Interest expense

 

 

(200

)

(143

)

(201

)

Warrant liability gain (loss)

 

(111,200

)

23,430

 

(144,227

)

(98,421

)

Reduction in tax indemnity receivable

 

(7,499

)

(8,782

)

(9,403

)

(8,782

)

Equity in earnings from Real Estate Affiliates

 

5,707

 

446

 

8,440

 

3,122

 

Income (loss) before taxes

 

(63,135

)

36,293

 

(83,826

)

(71,447

)

Provision for income taxes

 

13,361

 

1,301

 

15,840

 

5,085

 

Net income (loss)

 

(76,496

)

34,992

 

(99,666

)

(76,532

)

Net income attributable to noncontrolling interests

 

(58

)

(682

)

(12

)

(1,418

)

Net income (loss) attributable to common stockholders

 

$

(76,554

)

$

34,310

 

$

(99,678

)

$

(77,950

)

 

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per share:

 

(1.94

)

$

0.91

 

$

(2.53

)

$

(2.06

)

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per share:

 

$

(1.94

)

$

0.27

 

$

(2.53

)

$

(2.06

)

 

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THE HOWARD HUGHES CORPORATION

CONSOLIDATED BALANCE SHEETS

 

UNAUDITED

 

 

 

June 30,

 

December 31,

 

 

 

2013

 

2012

 

 

 

(In thousands, except share amounts)

 

Assets:

 

 

 

 

 

Investment in real estate:

 

 

 

 

 

Master Planned Community assets

 

$

1,562,745

 

$

1,563,122

 

Land

 

253,341

 

252,593

 

Buildings and equipment

 

719,111

 

657,268

 

Less: accumulated depreciation

 

(123,794

)

(112,491

)

Developments

 

307,434

 

273,613

 

Net property and equipment

 

2,718,837

 

2,634,105

 

Investment in Real Estate Affiliates

 

56,732

 

32,179

 

Net investment in real estate

 

2,775,569

 

2,666,284

 

Cash and cash equivalents

 

213,196

 

229,197

 

Accounts receivable, net

 

18,667

 

13,905

 

Municipal Utility District receivables, net

 

116,982

 

89,720

 

Notes receivable, net

 

22,976

 

27,953

 

Tax indemnity receivable, including interest

 

313,925

 

319,622

 

Deferred expenses, net

 

17,478

 

12,891

 

Prepaid expenses and other assets, net

 

125,803

 

143,470

 

Total assets

 

$

3,604,596

 

$

3,503,042

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

Mortgages, notes and loans payable

 

715,530

 

$

688,312

 

Deferred tax liabilities

 

89,331

 

77,147

 

Warrant liabilities

 

267,800

 

123,573

 

Uncertain tax position liability

 

136,387

 

132,492

 

Accounts payable and accrued expenses

 

178,232

 

170,521

 

Total liabilities

 

1,387,280

 

1,192,045

 

 

 

 

 

 

 

Commitments and Contingencies

 

 

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

Preferred stock: $.01 par value; 50,000,000 shares authorized, none issued

 

 

 

Common stock: $.01 par value; 150,000,000 shares authorized, 39,576,344 shares issued and outstanding as of June 30, 2013 and 39,498,912 shares issued and outstanding as of December 31, 2012

 

396

 

395

 

Additional paid-in capital

 

2,826,609

 

2,824,031

 

Accumulated deficit

 

(609,291

)

(509,613

)

Accumulated other comprehensive loss

 

(7,773

)

(9,575

)

Total stockholders’ equity

 

2,209,941

 

2,305,238

 

Noncontrolling interests

 

7,375

 

5,759

 

Total equity

 

2,217,316

 

2,310,997

 

Total liabilities and equity

 

$

3,604,596

 

$

3,503,042

 

 

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Supplemental Information

 

June 30, 2013

 

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 (benefit) for income taxes, warrant liability gain (loss), and the reduction in tax indemnity receivable. 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-net 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

income (loss) 

 

2013

 

2012

 

2013

 

2012

 

 

 

(In thousands)

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

REP EBT

 

$

61,065

 

$

27,686

 

$

84,042

 

$

48,116

 

General and administrative

 

(6,769

)

(8,160

)

(17,940

)

(16,557

)

Corporate interest income, net

 

1,594

 

2,277

 

4,304

 

4,499

 

Warrant liability gain (loss)

 

(111,200

)

23,430

 

(144,227

)

(98,421

)

Provision for income taxes

 

(13,361

)

(1,301

)

(15,840

)

(5,085

)

Reduction in tax indemnity receivable

 

(7,499

)

(8,782

)

(9,403

)

(8,782

)

Corporate depreciation

 

(326

)

(158

)

(602

)

(302

)

Net income (loss)

 

$

(76,496

)

$

34,992

 

$

(99,666

)

$

(76,532

)

 

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MPC Sales Summary

 

 

 

Land Sales

 

Acres Sold

 

Number of Lots/Units

 

Price per acre

 

Price per lot

 

 

 

Three Months ended June 30,

 

($ In thousands)

 

2013

 

2012

 

2013

 

2012

 

2013

 

2012

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Columbia

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Townhomes

 

$

 

$

2,233

 

 

0.7

 

 

15

 

$

 

$

 

$

 

$

149

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bridgeland

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Single family - detached

 

1,869

 

5,669

 

6.0

 

21.6

 

28

 

111

 

312

 

262

 

67

 

51

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Summerlin

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Single family - detached

 

2,086

 

6,536

 

2.7

 

9.5

 

25

 

66

 

773

 

688

 

83

 

99

 

Custom lots

 

1,733

 

2,456

 

1.7

 

3.4

 

4

 

6

 

1,019

 

722

 

433

 

409

 

Super pad sites

 

20,434

 

3,706

 

55.2

 

16.5

 

272

 

84

 

370

 

225

 

75

 

44

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retail

 

 

784

 

 

1.0

 

 

 

 

784

 

 

 

 

 

24,253

 

13,482

 

59.6

 

30.4

 

301

 

156

 

407

 

443

 

81

 

81

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Woodlands

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Single family - detached

 

40,581

 

14,527

 

65.4

 

40.5

 

241

 

161

 

621

 

359

 

168

 

90

 

Single family - attached

 

872

 

 

2.1

 

 

22

 

 

415

 

 

40

 

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Office and other

 

 

5,106

 

 

10.4

 

 

 

 

491

 

 

 

Retail

 

 

1,250

 

 

1.2

 

 

 

 

1,042

 

 

 

Other

 

135

 

50

 

0.7

 

0.8

 

 

 

193

 

63

 

 

 

 

 

41,588

 

20,933

 

68.2

 

52.9

 

263

 

161

 

610

 

396

 

158

 

90

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total acreage sales revenue

 

67,710

 

42,317

 

133.8

 

105.6

 

592

 

443

 

 

 

 

 

 

 

 

 

Deferred revenue

 

(6,055

)

(77

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Special Improvement District revenue

 

4,366

 

1,688

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total segment land sale revenues

 

$

66,021

 

$

43,928

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10



 

 

 

MPC Sales Summary

 

 

 

Land Sales

 

Acres Sold

 

Number of Lots/Units

 

Price per acre

 

Price per lot

 

 

 

Six Months ended June 30,

 

($ In thousands)

 

2013

 

2012

 

2013

 

2012

 

2013

 

2012

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Columbia

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Townhomes

 

$

 

$

4,156

 

 

1.2

 

 

28

 

$

 

$

 

$

 

$

148

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bridgeland

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Single family - detached

 

5,458

 

11,014

 

18.0

 

41.5

 

80

 

209

 

303

 

266

 

68

 

53

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Summerlin

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Single family - detached

 

8,185

 

7,744

 

11.1

 

11.3

 

88

 

80

 

737

 

685

 

93

 

97

 

Custom lots

 

2,740

 

3,246

 

2.9

 

4.1

 

6

 

8

 

945

 

792

 

457

 

406

 

Super pad sites

 

41,509

 

8,816

 

143.0

 

39.2

 

673

 

179

 

290

 

225

 

62

 

49

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retail

 

 

784

 

 

1.0

 

 

 

 

784

 

 

 

 

 

52,434

 

20,590

 

157.0

 

55.6

 

767

 

267

 

334

 

370

 

68

 

74

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Woodlands

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Single family - detached

 

52,812

 

35,562

 

90.6

 

98.7

 

353

 

363

 

583

 

360

 

150

 

98

 

Single family - attached

 

1,574

 

 

3.8

 

 

40

 

 

414

 

 

39

 

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Office and other

 

 

5,106

 

 

10.4

 

 

 

 

491

 

 

 

Retail

 

 

1,250

 

 

1.2

 

 

 

 

1,042

 

 

 

Other

 

135

 

50

 

0.7

 

0.8

 

 

 

193

 

63

 

 

 

 

 

54,521

 

41,968

 

95.1

 

111.1

 

393

 

363

 

573

 

378

 

138

 

98

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total acreage sales revenue

 

112,413

 

77,728

 

270.1

 

209.4

 

1,240

 

867

 

 

 

 

 

 

 

 

 

Deferred revenue

 

(7,659

)

(820

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Special Improvement District revenue

 

8,493

 

3,109

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total segment land sale revenues

 

$

113,247

 

$

80,017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11



 

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 incentives, net interest expense, depreciation, ground rent, other amortization expenses including lease intangibles, and equity in earnings from Real Estate 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).

 

12



 

Operating Assets NOI and REP EBT

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

(In thousands)

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

Retail

 

 

 

 

 

 

 

 

 

Ward Centers

 

$

5,883

 

$

5,555

 

$

11,862

 

$

11,119

 

South Street Seaport (a)

 

(1,776

)

1,749

 

(3,437

)

2,207

 

Rio West Mall

 

292

 

330

 

638

 

730

 

Landmark Mall

 

251

 

234

 

394

 

509

 

Riverwalk Marketplace (b)

 

(338

)

315

 

(771

)

479

 

Cottonwood Square

 

143

 

110

 

243

 

223

 

Park West

 

281

 

222

 

564

 

488

 

20/25 Waterway Avenue (c)

 

276

 

396

 

590

 

835

 

Waterway Garage Retail

 

84

 

7

 

71

 

10

 

Total Retail

 

5,096

 

8,918

 

10,154

 

16,600

 

Office

 

 

 

 

 

 

 

 

 

110 N. Wacker

 

1,508

 

1,507

 

3,004

 

3,037

 

Columbia Office Properties

 

271

 

695

 

663

 

1,105

 

70 Columbia Corporate Center (d)

 

91

 

 

143

 

 

3 Waterway Square (e)

 

71

 

 

71

 

 

4 Waterway Square

 

1,372

 

1,607

 

2,973

 

2,662

 

9303 New Trails

 

452

 

571

 

929

 

960

 

1400 Woodloch Forest

 

287

 

444

 

669

 

819

 

2201 Lake Woodlands Drive

 

(73

)

(2

)

(31

)

(2

)

Total Office

 

3,979

 

4,822

 

8,421

 

8,581

 

 

 

 

 

 

 

 

 

 

 

Millennium Waterway Apartments (f)

 

1,181

 

260

 

2,377

 

260

 

The Woodlands Resort and Conference Center

 

3,590

 

4,599

 

7,218

 

6,841

 

Total Retail, Office, Multi-family, Resort and Conference Center

 

13,846

 

18,599

 

28,170

 

32,282

 

 

 

 

 

 

 

 

 

 

 

The Club at Carlton Woods

 

(497

)

(1,294

)

(1,615

)

(2,302

)

The Woodlands Parking Garages

 

(240

)

(238

)

(404

)

(493

)

The Woodlands Ground Leases

 

121

 

92

 

224

 

191

 

Other Properties

 

(67

)

391

 

(131

)

721

 

Total Other

 

(683

)

(1,049

)

(1,926

)

(1,883

)

Total Operating Assets NOI- Consolidated

 

13,163

 

17,550

 

26,244

 

30,399

 

 

 

 

 

 

 

 

 

 

 

Straight-line lease and incentive amortization

 

444

 

207

 

267

 

417

 

Depreciation and amortization

 

(6,398

)

(5,672

)

(12,516

)

(10,529

)

Write-off of lease intangibles and other

 

(392

)

 

(2,505

)

 

Equity in earnings from Real Estate Affiliates

 

363

 

446

 

3,096

 

3,122

 

Interest expense, net

 

(3,849

)

(3,673

)

(10,608

)

(6,974

)

Total Operating Assets REP EBT (g)

 

$

3,331

 

$

8,858

 

$

3,978

 

$

16,435

 

 

13



 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

(In thousands)

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

Operating Assets NOI - Equity and Cost Method Investments

 

 

 

 

 

 

 

 

 

Millennium Waterway Apartments (f)

 

$

 

$

734

 

$

 

$

1,768

 

Woodlands Sarofim # 1

 

332

 

190

 

649

 

476

 

Stewart Title

 

667

 

536

 

1,066

 

669

 

Forest View/Timbermill Apartments (h)

 

 

88

 

 

582

 

Total NOI - equity investees

 

999

 

1,548

 

1,715

 

3,495

 

 

 

 

 

 

 

 

 

 

 

Adjustments to NOI (i)

 

(36

)

(517

)

(69

)

(1,452

)

Equity Method Investments REP EBT

 

963

 

1,031

 

1,646

 

2,043

 

Less: Joint Venture Partner’s Share of REP EBT

 

(600

)

(585

)

(1,053

)

(1,297

)

Distributions from Summerlin Hospital Investment

 

 

 

2,503

 

2,376

 

Segment equity in earnings from Real Estate Affiliates

 

$

363

 

$

446

 

$

3,096

 

$

3,122

 

 

 

 

 

 

 

 

 

 

 

Company’s Share of Equity Method Investments NOI

 

 

 

 

 

 

 

 

 

Millennium Waterway Apartments (f)

 

$

 

$

613

 

$

 

$

1,477

 

Woodlands Sarofim # 1

 

66

 

38

 

130

 

95

 

Stewart Title

 

334

 

268

 

533

 

335

 

Forest View/Timbermill Apartments (h)

 

 

44

 

 

291

 

Total NOI - equity investees

 

$

400

 

$

963

 

$

663

 

$

2,198

 

 

Company’s Share of Equity Method Investments Debt and Cash

 

 

 

Economic

 

June 30, 2013

 

 

 

Ownership

 

Debt

 

Cash

 

 

 

 

 

(In thousands)

 

Woodlands Sarofim #1

 

20.0

%

$

6,692

 

$

587

 

Stewart Title

 

50.0

%

 

1,045

 

Summerlin Las Vegas Baseball Club

 

50.0

%

 

398

 

 


(a)         Superstorm Sandy negatively impacted South Street Seaport NOI by approximately $(3.5) million and $(5.6) million for the three and six months ended June 30, 2013, respectively.

(b)         Riverwalk Marketplace NOI was negatively impacted by vacating tenants for redevelopment. Redevelopment began in the second quarter of 2013.

(c)          The NOI decrease for the three and six months ended June 30, 2013, as compared to 2012 was primarily attributable to a vacancy resulting from a tenant lease termination. We have executed a new lease for a replacement tenant who will take possession of the space in the third quarter of 2013.

(d)         70 Columbia Corporate Center is 94.7% leased as of August 7, 2013 and is expected to generate approximately $2.9 million of annual NOI by December 2015 when tenants have taken occupancy and free-rent periods are over.

(e)          3 Waterway was completed in June 2013 and is 97% leased as of August 7, 2013. Stabilized annual NOI based on in-place leases is approximately $6.0 million.

(f)           On May 31, 2012, we acquired our partner’s interest in the 393-unit Millennium Waterway Apartments. NOI for periods prior to June 1, 2012 is reported in the Operating Assets NOI - Equity and Cost Method Investment table.

(g)          For a detailed breakdown of our Operating Asset segment REP EBT, please refer to Note 15 - Segments in the Condensed Consolidated Financial Statements.

(h)         On April 19, 2012, the joint ventures owning the Forest View and Timbermill Apartments completed their sale to a third party. Our share of the distributable cash after repayment of debt and transaction expenses was $8.6 million.

(i)             Adjustments to NOI include straight-line and market lease amortization, depreciation and amortization and non-real estate taxes.

 

14