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8-K - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES - Howard Hughes Corpa13-23810_18k.htm

Exhibit 99.1

 

 

THE HOWARD HUGHES CORPORATION REPORTS THIRD QUARTER 2013 RESULTS

 

Third Quarter Highlights

 

·                  Third quarter 2013 net income was $11.1 million, excluding the $(4.5) million non-cash warrant loss and $0.7 million non-cash gain relating to an increase in the tax indemnity receivable, compared to the third quarter 2012 net income of $17.8 million, excluding the $(64.3) million non-cash warrant loss and $(2.9) million non-cash reduction in the tax indemnity receivable.

·                  Master Planned Community (“MPC”) land sales increased 35.9% to $54.9 million for the third quarter 2013 compared to $40.4 million for the third quarter 2012 resulting primarily from increases at our Summerlin MPC.

·                  The Summerlin MPC in Las Vegas increased land sales for the three and nine months ended September 30, 2013 by 284.3% and 190.0% to $29.7 million and $82.1 million, respectively, compared to $7.7 million and $28.3 million for the same periods in 2012.

·                  Net operating income (“NOI”) for our income-producing Operating Assets decreased $5.6 million to $10.5 million for the third quarter 2013, compared to $16.1 million for the third quarter 2012.  Third quarter 2013 results include a $(5.4) million negative NOI impact from Superstorm Sandy at South Street Seaport and a $(0.6) 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.

·                  Opened One Hughes Landing, a 197,000 square foot Class A office building located in the Hughes Landing mixed use development at The Woodlands, in September 2013.  The property is 92% leased.

·                  Began construction on Two Hughes Landing, a 197,000 square foot Class A office building at Hughes Landing which is scheduled for completion in the spring of 2014. Closed on a $41.2 million non-recourse* construction financing at LIBOR plus 2.65%.

·                  Began construction activities relating to the Pier 17 redevelopment at South Street Seaport during October 2013.

·                  Extended and modified The Woodlands Master Credit Facility to reduce its interest rate to LIBOR plus 2.75% with no minimum rate from LIBOR plus 4.00% with a 5.00% minimum rate.  The final maturity was extended to August 2018 from March 2015.

·                  Sold Rio West Mall for net cash proceeds of $10.8 million on September 30, 2013 generating a $0.6 million pre-tax gain.

·                  Issued $750.0 million of senior notes on October 2, 2013, raising $739.6 million of net cash proceeds.  The notes bear interest at 6.875% and mature October 1, 2021.  Pro forma for the issuance, we had approximately $950.4 million of unrestricted cash at September 30, 2013.

 


*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.

 

1



 

DALLAS, November 7, 2013 - The Howard Hughes Corporation (NYSE: HHC) or (the “Company”) today announced its results for the third quarter 2013.

 

For the three months ended September 30, 2013, net income attributable to common stockholders was $7.3 million, or $0.17 per diluted common share, compared with net loss attributable to common stockholders of $(49.4) million, or $(1.30) per diluted common share for the three months ended September 30, 2012.  Third quarter 2013 net income attributable to common stockholders includes a $(4.5) million non-cash warrant loss and $0.7 million non-cash gain relating to an increase in the tax indemnity receivable.  Excluding these non-cash charges, net income attributable to common stockholders was $11.1 million or $0.26 per diluted common share for the third quarter 2013.  Excluding the $(64.3) million non-cash warrant loss and $(2.9) million non-cash reduction in tax indemnity receivable, net income attributable to common stockholders was $17.8 million, or $0.43 per diluted common share for the third quarter 2012.

 

On October 2, 2013, we completed an offering of $750 million of 6.875% senior notes maturing October 2021.  The offering was upsized by 50% from the initial $500 million offered due to strong investor demand.  Net proceeds of $739.6 million will be used to fund development activities, acquisitions and for general corporate purposes.  The notes contain no financial maintenance covenants and are rated Ba3/B by Moody’s Investors Service and Standard & Poor’s, respectively.  Pro forma for the transaction, we had approximately $950.4 million of unrestricted cash on hand based upon our cash balance at September 30, 2013.

 

David R. Weinreb, CEO of The Howard Hughes Corporation, stated, “I am pleased with the accomplishments that our Company has made on the development and capital markets fronts over the past few months.  The launch of construction activities at the South Street Seaport is an important milestone for the transformation of this irreplaceable asset.  Our MPCs in Houston and Las Vegas continue to show the benefits of having the dominant and most desirable communities in their respective markets, with strong housing and commercial demand driving significant increases in land prices and revenues.  The new capital raised in the corporate bond market provides us enormous flexibility in executing on and achieving our business plan.”

 

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.

 

2



 

Master Planned Communities

 

Land sales in our MPC segment, excluding deferred land sales and other revenue, increased $14.5 million, or 35.9%, to $54.9 million for the three months ended September 30, 2013 compared to the three months ended September 30, 2012. The increase in revenues was primarily a result of a $22.0 million increase in Summerlin residential lot sales partially offset by the $5.3 million decrease in commercial sales at the Columbia, Maryland community.

 

Summerlin continues to experience a strengthening housing market.  New housing demand and a scarcity of attractive land, combined with decreasing available existing inventory for both new and resale homes in the Las Vegas valley, are driving significant increases in land prices.  Builder activity is strong at Summerlin as sales by homebuilders increased 19.5% with 153 new home sales during the third quarter 2013 compared to 128 for the same period in 2012. Summerlin’s land sale pipeline remains robust, with 377 residential lots under contract of which 225 lots are scheduled to close in 2013, providing an estimated $23.9 million of revenues. The remaining 152 lots are scheduled to close in 2014 and 2015, providing an estimated $29.1 million of revenues.   Summerlin’s average sale price per acre for superpad sites increased 57.1% to $363,000 per acre for the third quarter 2013 compared to $231,000 per acre for the third quarter 2012.

 

The Woodlands residential land sale revenues for the three months ended September 30, 2013 were $19.3 million compared to $19.9 million for the third quarter 2012.  Average price per acre increased 73.2% to approximately $658,000 from $380,000, while total acreage sold decreased to 29.3 acres for the third quarter 2013 compared to 52.3 acres for the third quarter 2012.  Volume of residential land sales is driven primarily by timing of land auctions and related takedown schedules.  As of September 30, 2013, we had 388 residential lots under contract and expect 103 to close in 2013 which will generate $18.8 million of revenue.  The remaining 285 lots are projected to close in 2014 and 2015, providing an estimated $51.7 million of revenue.  Commercial and other land sales were $1.5 million for the third quarter 2013 compared to $1.3 million for the third quarter 2012.  We expect future commercial land sales revenues to be uneven 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 sale revenues for the three months ended September 30, 2013 were $4.4 million  compared to $6.2 million for the third quarter 2012.  The average price per residential lot increased 3.4% to $61,000. Bridgeland also sold 16.6 acres of commercial land for $2.6 million during the third quarter 2013.  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 only 13 lots remaining in inventory as of September 30, 2013. New residential lot development has been delayed while we pursue a permit from the U.S. Army Corps of Engineers to develop an additional 806 acres of land in Bridgeland

 

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.

 

3



 

Operating Assets

 

NOI from our combined retail, office and resort and conference center and multi-family properties was $10.5 million for the three months ended September 30, 2013 compared to NOI of $16.1 million for the three months ended September 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 $0.5 million and $0.3 million for the same periods.  The $(5.6) million decrease in NOI for the third quarter 2013 compared to the third quarter 2012 is attributable primarily to the $(5.4) million decrease in NOI at South Street Seaport principally due to Superstorm Sandy and a $(0.6) million negative impact from redevelopment of The Woodlands Resort and Conference Center.

 

Our South Street Seaport property continues to partially operate while remediation and repairs from Superstorm Sandy 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.  During the third quarter 2013, we received $5.0 million of insurance proceeds and recognized a $3.0 million pre-tax gain.  This amount is excluded from NOI and included in other income in our consolidated statement of operations.  Additionally, in May 2013 we launched the SEE/CHANGE seasonal programming, which is part of the Seaport’s ongoing revitalization efforts to recover from Superstorm Sandy. Most of the leasable space has remained vacant in advance of the redevelopment of Pier 17 and renovation of the historic buildings on the site.  On October 17, 2013, we held the groundbreaking ceremony to celebrate the start of the Pier 17 development, which is expected to be completed in 2016.

 

Riverwalk Marketplace is undergoing a redevelopment and conversion into an upscale urban outlet center — The Outlet Collection at Riverwalk. Construction began in June 2013 and the property is expected to reopen in the second quarter of 2014.  During the redevelopment, approximately 6,000 square feet of space will remain occupied and operating.  The property is 94% pre-leased and total project costs are expected to total approximately $82 million.  As of September 30, 2013, we incurred $16.8 million of development costs, of which $1.0 million represented demolition costs, which are expensed as incurred.  During October 2013, we closed on a $64.4 million construction financing at LIBOR plus 2.75% having an October 2016 initial maturity date with two one-year extension options.

 

The Woodlands Resort and Conference Center third quarter 2013 NOI was $0.8 million compared to $1.4 million for the third quarter 2012.  During the first quarter 2013, we began a $75 million renovation and redevelopment of the property.  The ongoing renovation has negatively impacted NOI primarily by lowering group sales business compared to third quarter 2012.  The renovation is expected to be completed by summer 2014. We have incurred $16.0 million of development costs as of September 30, 2013.

 

3 Waterway Square, our 232,000 square foot Class A office building in The Woodlands that was put into service in June 2013, contributed $0.5 million in NOI during the third quarter 2013.  The building is 97% leased and is expected to generate approximately $6.0 million of annual NOI by the first quarter 2014 based on in-place leases.  As of September 30, 2013 we have incurred $46.0 million of development costs and expect to incur $5.4 million to complete the project.  During August 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.

 

4



 

Hughes Landing, our 66 acre mixed-use development located in The Woodlands, will feature up to 11 office buildings with shopping, dining, lodging and up to 1,500 multi-family residences.   One Hughes Landing, a 197,000 square foot Class A office building and our first at Hughes Landing, was put into service during September 2013 and is 92% leased.  The building is expected to generate approximately $5.8 million of stabilized annual NOI by the second quarter 2014 based on in-place leases. As of September 30, 2013, we have incurred $32.1 million of development costs and expect to incur an additional $17.5 million to complete the project.

 

Strategic Developments

 

During the third quarter 2013, the Hawai’i Community Development Authority (“HDCA”) approved permits for the first two market-rate condominium towers and a workforce condominium tower at Ward Village.  The market-rate towers are currently expected to contain 482 residences and the workforce tower may contain up to 424 residences.  We expect to begin pre-sales on the market-rate towers by the end of 2013.  The $24 million renovation to convert a portion of our IBM office building into a world-class sales center for the entire project is currently underway and on track for a fourth quarter 2013 completion.  As of September 30, 2013, we had incurred $13.4 million of development costs for the renovation project.

 

Construction at ONE Ala Moana, a 206-unit luxury condominium tower being developed in a 50/50 joint venture, is now 31% complete with an expected opening in the fourth quarter of 2014.  For the three months ended September 30, 2013, we recognized $0.4 million of income relating to a portion of the then remaining $8.5 million deferred gain from the sale of our condominium rights and $2.7 million in earnings from Real Estate Affiliates related to our interest in the joint venture’s income.  The joint venture uses the percentage of completion method for recognizing condominium development income.

 

Construction is on schedule at our 1.6 million square foot Shops at Summerlin mixed-use project.  Development costs are expected to total approximately $391 million with a fourth quarter 2014 targeted opening date. Through September 30, 2013, we have incurred approximately $52.5 million of development costs for this project.

 

The Metropolitan 50/50 joint venture with Kettler Inc. (formerly Columbia Parcel D), which is developing a 380-unit Class A apartment building in downtown Columbia, Maryland, closed a seven-year, $64.1 million, non-recourse construction loan at LIBOR plus 2.40% during the third quarter 2013.  Upon loan closing, we received a $7.0 million cash distribution and recognized a $0.7 million gain representing the sale of 50% of our interest in the land contributed to the joint venture in 2012. The total project budget is approximately $77 million and is expected to be completed by the end of 2014.

 

On October 4, 2013, we entered into a new 50/50 joint venture with our partner in The Metropolitan project to develop a 437-unit Class A apartment building on the adjacent five acres called Parcel C. Upon the closing of a construction loan, we will contribute land to the joint venture valued at $23.4 million having an estimated $4.0 million book value as of September 30, 2013.

 

Construction of Two Hughes Landing, a 197,000 square foot Class A office building being built adjacent to One Hughes Landing, began during the third quarter 2013.   We also closed a $41.2 million non-recourse construction loan for the project at LIBOR plus 2.65% having a September 2016 initial maturity

 

5



 

date with two one-year extension options.  As of September 30, 2013, we have incurred approximately $10.0 million of the estimated $49 million total development cost and expect to complete the building in the second quarter of 2014.

 

During October 2013, we began construction on two other projects within Hughes Landing.  Hughes Landing Retail, which is 44% pre-leased, will contain approximately 122,000 square feet of specialty retail and restaurants anchored by Whole Foods.  This project is expected to have $36 million of total development costs and be completed in the fourth quarter of 2014.  We also began construction on a 390-unit, Class A multi-family project that includes 22,000 square feet of retail overlooking Lake Woodlands.  The project is expected to cost $87 million and be completed in early 2015.

 

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,” “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

 

6



 

THE HOWARD HUGHES CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

 

UNAUDITED

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

(In thousands, except per share amounts)

 

Revenues:

 

 

 

 

 

 

 

 

 

Master Planned Community land sales

 

$

53,734

 

$

40,218

 

$

166,981

 

$

120,235

 

Builder price participation

 

2,002

 

1,867

 

5,703

 

4,208

 

Minimum rents

 

21,538

 

23,135

 

60,598

 

62,609

 

Tenant recoveries

 

5,291

 

6,065

 

15,681

 

17,932

 

Condominium rights and unit sales

 

810

 

 

31,191

 

267

 

Resort and conference center revenues

 

8,169

 

8,328

 

30,543

 

29,954

 

Other land revenues

 

7,478

 

6,385

 

14,110

 

13,433

 

Other rental and property revenues

 

4,492

 

8,817

 

15,850

 

19,879

 

Total revenues

 

103,514

 

94,815

 

340,657

 

268,517

 

Expenses:

 

 

 

 

 

 

 

 

 

Master Planned Community cost of sales

 

27,063

 

21,439

 

82,616

 

63,096

 

Master Planned Community operations

 

9,764

 

9,936

 

28,054

 

30,962

 

Other property operating costs

 

22,626

 

16,933

 

55,480

 

46,306

 

Rental property real estate taxes

 

3,698

 

3,574

 

10,814

 

10,583

 

Rental property maintenance costs

 

2,048

 

2,263

 

5,996

 

6,304

 

Condominium rights and unit cost of sales

 

406

 

 

15,678

 

96

 

Resort and conference center operations

 

7,381

 

6,965

 

22,537

 

21,750

 

Provision for doubtful accounts

 

204

 

240

 

910

 

285

 

Demolition costs

 

1,386

 

 

1,386

 

 

General and administrative

 

11,914

 

11,464

 

34,310

 

28,021

 

Other income

 

(3,662

)

(2,125

)

(8,118

)

(2,125

)

Depreciation and amortization

 

9,986

 

6,764

 

23,210

 

17,715

 

Total expenses

 

92,814

 

77,453

 

272,873

 

222,993

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

10,700

 

17,362

 

67,784

 

45,524

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

2,061

 

2,375

 

6,484

 

7,048

 

Interest expense

 

(1

)

(445

)

(144

)

(646

)

Warrant liability loss

 

(4,479

)

(64,303

)

(148,706

)

(162,724

)

Increase (reduction) in tax indemnity receivable

 

730

 

(2,873

)

(8,673

)

(11,655

)

Equity in earnings from Real Estate Affiliates

 

3,594

 

310

 

12,034

 

3,432

 

Income (loss) before taxes

 

12,605

 

(47,574

)

(71,221

)

(119,021

)

Provision for income taxes

 

5,172

 

2,618

 

21,012

 

7,703

 

Net income (loss)

 

7,433

 

(50,192

)

(92,233

)

(126,724

)

Net (income) loss attributable to noncontrolling interests

 

(98

)

781

 

(110

)

(637

)

Net income (loss) attributable to common stockholders

 

$

7,335

 

$

(49,411

)

$

(92,343

)

$

(127,361

)

 

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per share:

 

$

0.19

 

$

(1.30

)

$

(2.34

)

$

(3.36

)

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per share:

 

$

0.17

 

$

(1.30

)

$

(2.34

)

$

(3.36

)

 

7



 

THE HOWARD HUGHES CORPORATION

CONSOLIDATED BALANCE SHEETS

 

UNAUDITED

 

 

 

September 30,

 

December 31,

 

 

 

2013

 

2012

 

 

 

(In thousands, except share amounts)

 

Assets:

 

 

 

 

 

Investment in real estate:

 

 

 

 

 

Master Planned Community assets

 

$

1,560,476

 

$

1,563,122

 

Land

 

255,707

 

252,593

 

Buildings and equipment

 

712,961

 

657,268

 

Less: accumulated depreciation

 

(112,841

)

(112,491

)

Developments

 

380,174

 

273,613

 

Net property and equipment

 

2,796,477

 

2,634,105

 

Investment in Real Estate Affiliates

 

57,673

 

32,179

 

Net investment in real estate

 

2,854,150

 

2,666,284

 

Cash and cash equivalents

 

210,760

 

229,197

 

Accounts receivable, net

 

19,682

 

13,905

 

Municipal Utility District receivables, net

 

125,344

 

89,720

 

Notes receivable, net

 

19,122

 

27,953

 

Tax indemnity receivable, including interest

 

316,504

 

319,622

 

Deferred expenses, net

 

22,234

 

12,891

 

Prepaid expenses and other assets, net

 

151,434

 

143,470

 

Total assets

 

$

3,719,230

 

$

3,503,042

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

Mortgages, notes and loans payable

 

$

765,980

 

$

688,312

 

Deferred tax liabilities

 

94,172

 

77,147

 

Warrant liabilities

 

272,279

 

123,573

 

Uncertain tax position liability

 

137,243

 

132,492

 

Accounts payable and accrued expenses

 

223,980

 

170,521

 

Total liabilities

 

1,493,654

 

1,192,045

 

 

 

 

 

 

 

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, 39,576,344 shares issued and outstanding as of September 30, 2013 and 39,498,912 shares issued and outstanding as of December 31, 2012

 

396

 

395

 

Additional paid-in capital

 

2,828,142

 

2,824,031

 

Accumulated deficit

 

(601,956

)

(509,613

)

Accumulated other comprehensive loss

 

(8,479

)

(9,575

)

Total stockholders’ equity

 

2,218,103

 

2,305,238

 

Noncontrolling interests

 

7,473

 

5,759

 

Total equity

 

2,225,576

 

2,310,997

 

Total liabilities and equity

 

$

3,719,230

 

$

3,503,042

 

 

8



 

Supplemental Information

 

September 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 for income taxes, warrant liability loss, and changes in the 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 September 30,

 

Nine Months Ended September 30,

 

income (loss) 

 

2013

 

2012

 

2013

 

2012

 

 

 

(In thousands)

 

REP EBT

 

$

23,408

 

$

26,830

 

$

107,450

 

$

74,946

 

General and administrative

 

(11,914

)

(11,464

)

(34,310

)

(28,021

)

Corporate interest income, net

 

1,955

 

2,315

 

6,259

 

6,814

 

Warrant liability loss

 

(4,479

)

(64,303

)

(148,706

)

(162,724

)

Provision for income taxes

 

(5,172

)

(2,618

)

(21,012

)

(7,703

)

Increase (reduction) in tax indemnity receivable

 

730

 

(2,873

)

(8,673

)

(11,655

)

Other income

 

3,662

 

2,125

 

8,118

 

2,125

 

Corporate depreciation

 

(757

)

(204

)

(1,359

)

(506

)

Net income (loss)

 

$

7,433

 

$

(50,192

)

$

(92,233

)

$

(126,724

)

 

9



 

 

 

MPC Sales Summary

 

 

 

Land Sales

 

Acres Sold

 

Number of Lots/Units

 

Price per Acre

 

Price per Lot/Units

 

 

 

Three Months Ended September 30,

 

($ in thousands)

 

2013

 

2012

 

2013

 

2012

 

2013

 

2012

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Columbia

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Multi-family

 

$

 

$

5,300

 

 

18.7

 

 

 

$

 

$

283

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bridgeland

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Single family - detached

 

1,761

 

6,170

 

6.0

 

22.2

 

29.0

 

104.0

 

294

 

278

 

61

 

59

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Multi-family

 

2,636

 

 

16.6

 

 

 

 

159

 

 

 

 

 

 

4,397

 

6,170

 

22.6

 

22.2

 

29.0

 

104.0

 

195

 

278

 

61

 

59

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Summerlin

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Single family - detached

 

1,661

 

3,524

 

2.1

 

5.1

 

20.0

 

41.0

 

791

 

691

 

83

 

86

 

Custom lots

 

1,698

 

515

 

1.9

 

0.6

 

5.0

 

1.0

 

894

 

858

 

340

 

515

 

Superpad sites

 

26,340

 

3,689

 

72.5

 

16.0

 

316.0

 

53.0

 

363

 

231

 

83

 

70

 

 

 

29,699

 

7,728

 

76.5

 

21.7

 

341.0

 

95.0

 

388

 

356

 

87

 

81

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Woodlands

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Single family - detached

 

18,098

 

19,898

 

27.5

 

52.3

 

117.0

 

235.0

 

658

 

380

 

155

 

85

 

Single family - attached

 

1,225

 

 

1.8

 

 

21.0

 

 

681

 

 

58

 

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retail

 

1,500

 

 

2.1

 

 

 

 

714

 

 

 

 

Office and other

 

 

1,330

 

 

2.8

 

 

 

 

475

 

 

 

 

 

20,823

 

21,228

 

31.4

 

55.1

 

138.0

 

235.0

 

663

 

385

 

140

 

85

 

Total acreage sales revenue

 

54,919

 

40,426

 

130.5

 

117.7

 

508.0

 

434.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred revenue

 

(6,791

)

(1,051

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Special Improvement District revenue

 

5,606

 

843

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total land sales revenue - GAAP basis

 

$

53,734

 

$

40,218

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10


 


 

 

 

MPC Sales Summary

 

 

 

Land Sales

 

Acres Sold

 

Number of Lots/Units

 

Price per Acre

 

Price per Lot/Units

 

 

 

Nine Months Ended September 30,

 

($ in thousands)

 

2013

 

2012

 

2013

 

2012

 

2013

 

2012

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Columbia

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Townhomes

 

$

 

$

4,156

 

 

1.2

 

 

28.0

 

$

 

$

3,463

 

$

 

$

148

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Multi-family

 

 

5,300

 

 

18.7

 

 

 

 

283

 

 

 

 

 

 

9,456

 

 

19.9

 

 

28.0

 

 

475

 

 

148

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bridgeland

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Single family - detached

 

7,219

 

17,183

 

24.0

 

63.9

 

109.0

 

313.0

 

301

 

269

 

66

 

55

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Multi-family

 

2,636

 

 

16.6

 

 

 

 

159

 

 

 

 

 

 

9,855

 

17,183

 

40.6

 

63.9

 

109.0

 

313.0

 

243

 

269

 

66

 

55

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Summerlin

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Single family - detached

 

9,846

 

11,268

 

13.2

 

16.4

 

108.0

 

121.0

 

746

 

687

 

91

 

93

 

Custom lots

 

4,438

 

3,761

 

4.8

 

4.8

 

11.0

 

9.0

 

925

 

784

 

403

 

418

 

Superpad sites

 

67,849

 

12,505

 

215.5

 

55.3

 

989.0

 

232.0

 

315

 

226

 

69

 

54

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retail

 

 

784

 

 

1.0

 

 

 

 

784

 

 

 

 

 

82,133

 

28,318

 

233.5

 

77.5

 

1,108.0

 

362.0

 

352

 

365

 

74

 

76

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Woodlands

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Single family - detached

 

70,910

 

55,459

 

118.1

 

151.0

 

470.0

 

598.0

 

600

 

367

 

151

 

93

 

Single family - attached

 

2,799

 

 

5.6

 

 

61.0

 

 

500

 

 

46

 

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retail

 

1,500

 

6,437

 

2.1

 

10.4

 

 

 

714

 

619

 

 

 

Office and other

 

 

1,250

 

 

1.2

 

 

 

 

1,042

 

 

 

Other

 

135

 

50

 

0.7

 

0.8

 

 

 

193

 

63

 

 

 

 

 

75,344

 

63,196

 

126.5

 

163.4

 

531.0

 

598.0

 

596

 

387

 

139

 

93

 

Total acreage sales revenue

 

167,332

 

118,153

 

400.6

 

324.7

 

1,748.0

 

1,301.0

 

 

 

 

 

 

 

 

 

Deferred revenue

 

(14,450

)

(1,870

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Special Improvement District revenue

 

14,099

 

3,952

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total land sales revenue - GAAP basis

 

$

166,981

 

$

120,235

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 tenant incentives amortization, net interest expense, depreciation, ground rent, other amortization expenses, 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 September 30,

 

Nine Months Ended September 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

Retail

 

 

 

 

 

 

 

 

 

Cottonwood Square

 

$

83

 

$

97

 

$

326

 

$

320

 

Landmark Mall (a)

 

21

 

153

 

415

 

662

 

Park West

 

406

 

251

 

970

 

739

 

Rio West Mall (b)

 

213

 

265

 

851

 

995

 

Riverwalk Marketplace (c)

 

(35

)

94

 

(806

)

573

 

South Street Seaport (c)

 

(3,501

)

1,878

 

(6,938

)

4,085

 

Ward Centers

 

6,006

 

5,616

 

17,868

 

16,735

 

20/25 Waterway Avenue (d)

 

365

 

407

 

955

 

1,242

 

Waterway Garage Retail

 

137

 

(8

)

208

 

2

 

Total Retail

 

3,695

 

8,753

 

13,849

 

25,353

 

Office

 

 

 

 

 

 

 

 

 

110 N. Wacker

 

1,512

 

1,517

 

4,516

 

4,554

 

1400 Woodloch Forest (e)

 

245

 

440

 

914

 

1,202

 

Columbia Office Properties

 

202

 

593

 

865

 

1,698

 

70 Columbia Corporate Center (f)

 

233

 

(8

)

376

 

(8

)

2201 Lake Woodlands Drive

 

(43

)

23

 

(74

)

21

 

4 Waterway Square

 

1,494

 

1,478

 

4,467

 

4,140

 

9303 New Trails

 

387

 

475

 

1,316

 

1,435

 

3 Waterway Square (g)

 

514

 

 

585

 

 

One Hughes Landing (g)

 

(106

)

 

(106

)

 

Total Office

 

4,438

 

4,518

 

12,859

 

13,042

 

 

 

 

 

 

 

 

 

 

 

Millennium Waterway Apartments (h)

 

1,029

 

1,147

 

3,406

 

1,407

 

The Woodlands Resort and Conference Center

 

788

 

1,363

 

8,006

 

8,205

 

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

 

9,950

 

15,781

 

38,120

 

48,007

 

 

 

 

 

 

 

 

 

 

 

The Club at Carlton Woods

 

(2,505

)

(1,081

)

(4,120

)

(3,383

)

The Woodlands Parking Garages

 

(152

)

(236

)

(556

)

(729

)

The Woodlands Ground Leases

 

111

 

98

 

335

 

289

 

Other Properties

 

(54

)

260

 

(185

)

1,037

 

Total Other

 

(2,600

)

(959

)

(4,526

)

(2,786

)

Total Operating Assets NOI - Consolidated

 

7,350

 

14,822

 

33,594

 

45,221

 

 

 

 

 

 

 

 

 

 

 

Straight-line lease and incentives amortization

 

780

 

(449

)

1,047

 

(32

)

Depreciation and amortization

 

(9,171

)

(6,440

)

(21,687

)

(16,969

)

Write-off of lease intangibles and other

 

(378

)

 

(2,883

)

 

Equity in earnings from Real Estate Affiliates

 

647

 

310

 

3,743

 

3,432

 

Interest expense, net

 

(3,985

)

(4,265

)

(14,593

)

(11,239

)

Total Operating Assets REP EBT (i)

 

$

(4,757

)

$

3,978

 

$

(779

)

$

20,413

 

 

13



 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

(In thousands)

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

Operating Assets NOI - Equity and Cost Method Investments

 

 

 

 

 

 

 

 

 

Forest View/Timbermill Apartments (j)

 

$

 

$

(25

)

$

 

$

557

 

Millennium Waterway Apartments (h)

 

 

 

 

1,768

 

Summerlin Baseball Club Member, LLC

 

165

 

 

165

 

 

Stewart Title

 

782

 

665

 

1,848

 

1,333

 

Woodlands Sarofim # 1

 

376

 

61

 

1,025

 

537

 

Total NOI - equity investees

 

1,323

 

701

 

3,038

 

4,195

 

 

 

 

 

 

 

 

 

 

 

Adjustments to NOI (k)

 

98

 

(22

)

29

 

(1,473

)

Equity Method Investments REP EBT

 

1,421

 

679

 

3,067

 

2,722

 

Less: Joint Venture Partner’s Share of REP EBT

 

(774

)

(369

)

(1,827

)

(1,666

)

Equity in earnings from Real Estate Affiliates

 

647

 

310

 

1,240

 

1,056

 

Distributions from Summerlin Hospital Investment

 

 

 

2,503

 

2,376

 

Segment equity in earnings from Real Estate Affiliates

 

$

647

 

$

310

 

$

3,743

 

$

3,432

 

 

 

 

 

 

 

 

 

 

 

Company’s Share of Equity Method Investments NOI

 

 

 

 

 

 

 

 

 

Millennium Waterway Apartments (h)

 

$

 

$

 

$

 

$

1,477

 

Woodlands Sarofim # 1

 

75

 

12

 

205

 

107

 

Stewart Title

 

391

 

333

 

924

 

667

 

Summerlin Las Vegas Baseball Club

 

83

 

 

83

 

 

Forest View/Timbermill Apartments (j)

 

 

(13

)

 

279

 

Total NOI - equity investees

 

$

549

 

$

332

 

$

1,212

 

$

2,530

 

 

 

 

 

 

 

 

 

 

 

Company’s Share of Equity Method Investments Debt and Cash

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Economic

 

September 30, 2013

 

 

 

 

 

 

Ownership

 

Debt

 

Cash

 

 

 

 

 

 

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Woodlands Sarofim #1

 

20.00

%

1,324

 

153

 

 

 

 

Stewart Title

 

50.00

%

 

409

 

 

 

 

Summerlin Las Vegas Baseball Club

 

50.00

%

 

365

 

 

 

 

 


(a)

Occupancy down to 77.6% as of September 30, 2013 compared to 90.6% as of September 30, 2012 due to the upcoming redevelopment.

(b)

Rio West Mall was sold on September 30, 2013.

(c)

Property is in redevelopment as of September 30, 2013.

(d)

The NOI decrease for the three and nine months ended September 30, 2013, as compared to 2012 was primarily attributable to a vacancy resulting from a tenant lease termination. We executed a new lease for a replacement tenant who took possession of the space in July 2013.

(e)

The NOI decrease for the three and nine months ended September 30, 2013 as compared to 2012 was primatily related to the planned relocation of one tenant moving to 3 Waterway Square in June 2013. Approximately 70% of the square footage vacated by the tenant remains vacant as of September 30, 2013.

(f)

70 Columbia Corporate Center was acquired on August 15, 2012.

(g)

Property was placed in service during 2013.

(h)

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.

(i)

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

(j)

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.

(k)

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

 

14