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8-K - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES - Howard Hughes Corpa14-18545_18k.htm

Exhibit 99.1

 

 

THE HOWARD HUGHES CORPORATION REPORTS SECOND QUARTER 2014 RESULTS

 

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, August 7, 2014 - 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 its grand opening, and early results from our retailers indicate their store performance is significantly exceeding expectations.”

 

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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.

 

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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

 

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(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

 

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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.

 

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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.

 

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

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

UNAUDITED

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2014

 

2013

 

2014

 

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

)

 

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THE HOWARD HUGHES CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

 

UNAUDITED

 

 

 

June 30,

 

December 31,

 

 

 

2014

 

2013

 

 

 

(In thousands, except share amounts)

 

Assets:

 

 

 

 

 

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

 

 

9



 

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-net 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

income (loss) 

 

2014

 

2013

 

2014

 

2013

 

 

 

(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

)

 

10



 

MPC Land Sales Summary

Three Months Ended June 30, 2014

 

 

 

Land Sales

 

Acres Sold

 

Number of Lots/Units

 

Price per Acre

 

Price per Lot/Units

 

($ in thousands)

 

2014

 

2013

 

2014

 

2013

 

2014

 

2013

 

2014

 

2013

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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.

 

11



 

MPC Land Sales Summary

Six Months Ended June 30, 2014

 

 

 

Land Sales

 

Acres Sold

 

Number of Lots/Units

 

Price per Acre

 

Price per Lot/Units

 

($ in thousands)

 

2014

 

2013

 

2014

 

2013

 

2014

 

2013

 

2014

 

2013

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Super Pad 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.

 

12



 

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.

 

13



 

Operating Assets NOI and REP EBT

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

 

 

(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

 

 

14



 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

 

 

(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

 

 

 

 

Economic

 

Six Months Ended June 30,

 

 

 

Ownership

 

Debt

 

Cash

 

 

 

 

 

(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.

 

15



 

(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.

 

16