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8-K - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES - Howard Hughes Corpa14-23926_18k.htm

Exhibit 99.1

 

 

THE HOWARD HUGHES CORPORATION REPORTS THIRD QUARTER 2014 RESULTS

 

Third Quarter Highlights

 

·                  Third quarter 2014 net income increased 39.6%, or $4.4 million to $15.5 million, excluding the $24.7 million non-cash warrant gain and $5.5 million non-cash increase in the tax indemnity receivable, compared to third quarter 2013 net income of $11.1 million, excluding the $(4.5) million non-cash warrant loss and $0.7 million non-cash increase in the tax indemnity receivable.

·                  Master Planned Community (“MPC”) land sales increased 4.2% to $57.2 million for the third quarter 2014 compared to $54.9 million for the third quarter 2013 due primarily to increased lot sales volume and higher prices at our Woodlands and Bridgeland MPCs.

·                  Net operating income (“NOI”) for our income-producing Operating Assets increased 33.3% to $18.4 million for the third quarter 2014, compared to $13.8 million for the third quarter 2013.  The increase is primarily related to the Outlet Collection at Riverwalk, which was re-opened in May 2014, and the One Hughes Landing and 3 Waterway Square office buildings which were placed into service in 2013 and reached stabilization in 2014.  South Street Seaport NOI has been excluded from income-producing Operating Assets NOI because it is substantially shut down and under redevelopment.

·                  We opened Downtown Summerlin, our 1.6 million square foot mixed-use development in the heart of the Summerlin MPC, on October 9, 2014. Over 250,000 people visited the property during its four-day grand opening celebration and a majority of our tenants reported better than anticipated sales in their stores.

·                  We completed construction and placed into service Two Hughes Landing, the second office building in Hughes Landing which is 84.8% leased as of November 1, 2014.

·                  We began construction of Three Hughes Landing, a 324,000 square foot Class A office building in Hughes Landing, which is expected to open during the fourth quarter of 2015.

·                  We began construction of The Embassy Suites by Hilton in Hughes Landing, a nine-story, 205-room upscale, full-service hotel that will be managed by us.  The hotel is expected to be completed by the end of 2015.

·                  Our Millennium Woodlands Phase II joint venture completed construction of, and placed into service, a 314-unit Class A multi-family property in The Woodlands Town Center.

·                  We announced the development of Lakeland Village Center, an 84,200 square foot mixed-use commercial project at our Bridgeland MPC.  CVS Pharmacy has entered into a ground lease and will construct a 15,300 square foot store on the site to anchor the project, which will consist of ground-level retail, restaurant, and professional office space organized within nine buildings all totaling approximately 68,900 square feet. We expect to begin construction in the first quarter of 2015 with completion expected in early 2016.

 



 

·                  On August 6, 2014, we closed a $69.3 million non-recourse construction financing for The Westin, The Woodlands bearing interest at one-month LIBOR plus 2.65% with an August 2019 final maturity date.

·                  On October 2, 2014, we closed a $37.1 million non-recourse construction financing for the Embassy Suites by Hilton in Hughes Landing. The loan bears interest at one-month LIBOR plus 2.50% with an October 2020 final maturity date.

·                  On November 6, 2014, we closed a $600.0 million non-recourse construction financing for the Waiea and Anaha condominium towers at Ward Village bearing interest at one-month LIBOR plus 6.75% with a December 2019 final maturity date.

 


*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, November 10, 2014 - The Howard Hughes Corporation (NYSE: HHC) or (the “Company” or “we”) today announced its results for the third quarter 2014.

 

For the three months ended September 30, 2014, net income attributable to common stockholders was $45.6 million, or $0.48 per diluted common share, compared with net income attributable to common stockholders of $7.3 million, or $0.17 per diluted common share for the three months ended September 30, 2013.  Third quarter net income attributable to common stockholders includes a $24.7 million non-cash warrant gain and a $5.5 million non-cash increase in the tax indemnity receivable in 2014 and a $(4.5) million non-cash warrant loss and $0.7 million non-cash increase in tax indemnity receivable in 2013.  Excluding these non-cash gains and losses, net income attributable to common stockholders was $15.5 million or $0.36 per diluted common share for the third quarter 2014 and $11.1 million, or $0.26 per diluted common share for the third quarter 2013.

 

David R. Weinreb, CEO of The Howard Hughes Corporation, stated, “I am pleased with the progress we are making on all of our significant development projects.  In particular, our highly successful October grand opening of our 1.6 million square foot Downtown Summerlin mixed-use development on 106 acres should be the catalyst for future commercial development on approximately 200 acres of undeveloped land adjacent to the project.  We believe that this first phase will generate demand for additional retail, office and multi-family development as the population of our Summerlin MPC grows from our ongoing residential development activities, much like The Woodlands Town Center today.”

 

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.

 

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Master Planned Communities Highlights

 

Land sales in our MPC segment, excluding deferred land sales and other revenue, increased 4.2%, or $2.3 million, to $57.2 million for the three months ended September 30, 2014, as compared to $54.9 million for the same period in 2013.

 

The Woodlands land sales increased $7.8 million, or 37.5%, to $28.6 million for the three months ended September 30, 2014, compared to $20.8 million for the same period in 2013. The increase for the three months ended September 30, 2014 was primarily due to higher pricing per lot for residential land sales. The average price per single family detached lot at The Woodlands increased $32,000, or 20.6% to $187,000 for the three months ended September 30, 2014, compared to $155,000 for the same period in 2013 due to scarcity of remaining lots available for sale and strong local market conditions. The average price per detached single family acre at The Woodlands increased 15.2%, or $100,000 to $758,000 for the three months ended September 30, 2014 compared to $658,000 for the same period in 2013. The market for residential land in The Woodlands remains strong.

 

Bridgeland land sales increased $4.3 million, or 98.6% to $8.7 million for the three months ended September 30, 2014, compared to $4.4 million for the same period in 2013. The increase in lot sales revenues for the three months ended September 30, 2014, compared to the same period in 2013, relates to higher sales volume and increasing lot prices resulting from strong demand for new homes. Third quarter 2014 lot deliveries represent the initial lots that we were able to develop in 2014 after receiving a long-awaited permit.  Going forward, we expect to be able to meet the increasing demand for lots in Bridgeland.  As of September 30, 2014, Bridgeland had 344 residential lots under contract of which 266 are scheduled to close in the fourth quarter of 2014, representing $102,000 per lot, or approximately $27.0 million of revenues. The average lot price for the three months ended September 30, 2014 of $80,000 is lower than the $90,000 average price per lot for the nine months ended September 30, 2014 due to the product mix of lot closings in the third quarter of 2014, which included lot sizes ranging from 31 feet to 60 feet wide, while the year-to-date product mix of lot closings consisted of lot sizes ranging from 31 feet to 75 feet wide. In the second quarter of 2014, we received bids from homebuilders for the sale of 509 lots at an average price of $90,000 per lot, or approximately 17.4% higher than the average finished lot prices during 2013.

 

Summerlin land sales decreased $9.9 million, or 33.3% to $19.8 million for the three months ended September 30, 2014, compared to $29.7 million for the same period in 2013. The decrease for the three months ended September 30, 2014 was primarily due to lower acreage sold, partially offset by higher land prices compared to the same period in 2013. The average price per superpad acre increased $151,000 to $514,000 for the three months ended September 30, 2014, compared to $363,000 for the same period in 2013. The increase in average price per acre is primarily due to a scarcity of attractive developable residential land in the Las Vegas market and the low levels of homebuilder inventory in Summerlin. Land sales increased $3.9 million for the nine months ended September 30, 2014 primarily due to escalated

 

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pricing for our custom lots and superpad sites, and commercial land sales, partially offset by lower superpad acreage sold compared to the same period in 2013.

 

In May 2014, we acquired 1,343 acres of undeveloped land located 13 miles north of The Woodlands for approximately $67.2 million, and in October 2014 we acquired an additional 653 adjacent acres for $27.8 million from a different seller.  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. This new community will be developed and managed by The Woodlands, and 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.

 

Operating Assets Highlights

 

NOI from our combined retail, office, resort and conference center and multi-family properties increased $4.6 million, or 33.3%, to $18.4 million for the three months ended September 30, 2014 as compared to NOI of $13.8 million for the three months ended September 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 $0.4 million and $0.5 million for the three months ended September 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.  Approximately $3.1 million of the NOI increase is attributable to placing into service One Hughes Landing and 3 Waterway Square into service in 2013, re-opening the Outlet Collection at Riverwalk in the second quarter of 2014, and smaller increases totaling $1.9 million from various other properties and our non-consolidated ventures.  These increases were partially offset by $(0.4) million of lower NOI at The Woodlands Resort & Conference Center due to ongoing renovation and redevelopment which has negatively impacted group business during the highest intensity period of the redevelopment.  The renovation is expected to be completed by the end of 2014.

 

In May 2014, we completed the redevelopment of and re-opened the Outlet Collection at Riverwalk, an urban upscale outlet center located in New Orleans, Louisiana. At opening, the center was 99.2% leased. The project is financed by a $64.4 million partial recourse construction loan bearing interest at one-month LIBOR plus 2.75% with an October 2018 final maturity date.  The project is expected to reach annual NOI of $7.8 million by early 2017 based on leases in place at September 30, 2014.

 

During the third quarter 2014, we substantially completed and placed in service Two Hughes Landing, a Class A office building in Hughes Landing. The building is 84.8% leased as of November 1, 2014. The project is financed by a $41.2 million non-recourse construction loan bearing interest at one-month LIBOR plus 2.65% with a September 2018 final maturity date. We expect the property to reach stabilized annual NOI of approximately $5.2 million by the third quarter of 2015.

 

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 third quarter 2014, we received $14.0 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 $47.6

 

4



 

million of insurance proceeds from the inception of this claim through November 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 (“ULURP”) 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 our formal approval process in the fourth quarter of 2014.

 

Millennium Woodlands Phase II is a joint venture with The Dinerstein Companies formed to develop a 314-unit Class A multi-family property located in The Woodlands Town Center. The project was substantially completed and placed into service during the third quarter of 2014. As of November 1, 2014, 20.1% of the units have been leased.  The project is financed with a $37.7 million non-recourse construction loan maturing in July 2017, which had a $34.1 million outstanding balance at September 30, 2014.  We expect the property to reach annual NOI of $4.9 million in the second quarter of 2015, of which our share would be $4.0 million.

 

Strategic Developments Highlights

 

On October 9, 2014, we opened Downtown Summerlin, which we believe is the largest retail development to open in the U.S. since the economic downturn, with a four-day grand opening celebration. Sales reported by our tenants were significantly stronger than originally anticipated by a majority of the retailers with over 250,000 people visiting the center during the grand opening celebration. Downtown Summerlin is an approximate 106-acre project within our 400-acre site located in downtown Summerlin and is approximately 1.6 million square feet consisting of approximately 1.4 million square feet of retail, restaurant and entertainment space and a nine-story, 200,000 square foot Class A office building, named One Summerlin. The retail portion of the project is 69.0% leased and the office building is 25.2% pre-leased as of November 1, 2014. Total estimated development costs are $418 million and as of September 30, 2014, we have incurred $344.5 million of development costs. The remaining costs to be incurred are primarily for tenant improvements and leasing costs. On July 15, 2014, we closed on a $312 million partial recourse construction loan bearing interest at one-month LIBOR plus 2.25% with a final maturity date of July 2019, and have drawn approximately $172.9 million as of September 30, 2014.

 

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 November 1, 2014, we had received $138.6 million of buyer deposits, representing $782.8 million of contracted gross sales revenue. As of November 1, 2014, approximately 75.5% of the 482 total units in the two towers have been contracted and passed their 30-day rescission period (83.6% in the Waiea tower and 71.1% in the Anaha tower).

 

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As of September 30, 2014, we have incurred $38.2 million of development costs for the construction of the Waiea tower in Ward Village.  Total development costs are expected to be approximately $403 million when the project is completed by the end of 2016.  As of September 30, 2014, we have also incurred $17.5 million of development costs for the construction of the Anaha tower.  Its total development costs are expected to be approximately $401 million when the project is completed in early 2017. We expect to begin construction before the end of 2014.  On November 6, 2014, we closed on a $600.0 million non-recourse construction loan cross-collateralized by Waiea and Anaha bearing interest at one-month LIBOR plus 6.75% with a December 2019 final maturity date.  We are required to utilize all available buyer deposits to fund development costs prior to drawing on the loan.

 

Construction at ONE Ala Moana, a 206-unit luxury condominium tower being developed in a 50/50 joint venture, is now 87.3% complete with an expected opening in the fourth quarter of 2014.  For the three months ended September 30, 2014 our share of One Ala Moana’s earnings, which are recorded on a percentage of completion basis, was $5.1 million.

 

We began construction of Three Hughes Landing, a 324,000 square foot, 12-story Class A office building in Hughes Landing during the third quarter of 2014.  As of September 30, 2014, we have incurred $1.8 million of development costs and total development costs are expected to be $90 million when the project is completed during the fourth quarter of 2015.

 

As of September 30, 2014, we have incurred $12.5 million of development costs for the construction of The Westin, The Woodlands, a 302-room Westin-branded hotel that will be owned and managed by us. Total development costs are expected to be $97 million when the project is completed at the end of 2015. During August 2014, we closed on a $69.3 million non-recourse construction loan bearing interest at one-month LIBOR plus 2.65% with an August 2019 final maturity date.

 

In October 2014, we began construction of an Embassy Suites by Hilton in Hughes Landing, a nine-story, 205-room upscale, full-service hotel that will be developed and owned by us. Total development costs are expected to be $46 million and the project is scheduled to be completed by the end of 2015. As of September 30, 2014, we have incurred $1.3 million of development costs related to this project. On October 2, 2014, we closed on a $37.1 million non-recourse construction loan bearing interest at one-month LIBOR plus 2.50% with an October 2020 final maturity date.

 

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 September 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. 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 September 30,

 

Nine Months Ended September 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

 

 

(In thousands, except per share amounts)

 

Revenues:

 

 

 

 

 

 

 

 

 

Master Planned Community land sales

 

$

59,351

 

$

53,734

 

$

260,186

 

$

166,981

 

Builder price participation

 

5,311

 

2,002

 

13,251

 

5,703

 

Minimum rents

 

24,380

 

21,538

 

66,929

 

60,598

 

Tenant recoveries

 

7,601

 

5,291

 

20,509

 

15,681

 

Condominium rights and unit sales

 

4,032

 

810

 

11,516

 

31,191

 

Resort and conference center revenues

 

8,150

 

8,169

 

27,198

 

30,543

 

Other land revenues

 

4,112

 

3,579

 

9,322

 

10,211

 

Other rental and property revenues

 

6,291

 

4,492

 

18,601

 

14,557

 

Total revenues

 

119,228

 

99,615

 

427,512

 

335,465

 

Expenses:

 

 

 

 

 

 

 

 

 

Master Planned Community cost of sales

 

27,743

 

27,063

 

93,540

 

82,616

 

Master Planned Community operations

 

10,995

 

9,764

 

31,645

 

28,054

 

Other property operating costs

 

15,198

 

20,329

 

45,603

 

52,126

 

Rental property real estate taxes

 

4,559

 

3,698

 

12,540

 

10,814

 

Rental property maintenance costs

 

2,313

 

2,048

 

6,402

 

5,996

 

Condominium rights and unit cost of sales

 

2,026

 

406

 

5,788

 

15,678

 

Resort and conference center operations

 

8,910

 

7,381

 

22,833

 

22,537

 

Provision for doubtful accounts

 

119

 

204

 

293

 

910

 

Demolition costs

 

760

 

1,386

 

6,711

 

1,386

 

Development-related marketing costs

 

6,387

 

1,050

 

15,909

 

1,771

 

General and administrative

 

14,759

 

11,914

 

49,138

 

34,310

 

Other income, net

 

(11,409

)

(6,314

)

(27,468

)

(11,727

)

Depreciation and amortization

 

13,018

 

9,986

 

35,000

 

23,210

 

Total expenses

 

95,378

 

88,915

 

297,934

 

267,681

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

23,850

 

10,700

 

129,578

 

67,784

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

(1,162

)

2,061

 

19,651

 

6,484

 

Interest expense

 

(12,136

)

(1

)

(28,354

)

(144

)

Warrant liability gain (loss)

 

24,690

 

(4,479

)

(139,120

)

(148,706

)

Increase (reduction) in tax indemnity receivable

 

5,454

 

730

 

(5,473

)

(8,673

)

Equity in earnings from Real Estate and Other Affiliates

 

5,509

 

3,594

 

18,164

 

12,034

 

Income (loss) before taxes

 

46,205

 

12,605

 

(5,554

)

(71,221

)

Provision for income taxes

 

590

 

5,172

 

49,895

 

21,012

 

Net income (loss)

 

45,615

 

7,433

 

(55,449

)

(92,233

)

Net income attributable to noncontrolling interests

 

 

(98

)

(12

)

(110

)

Net income (loss) attributable to common stockholders

 

$

45,615

 

$

7,335

 

$

(55,461

)

$

(92,343

)

 

 

 

 

 

 

 

 

 

 

Basic income (loss) per share:

 

$

1.16

 

$

0.19

 

$

(1.41

)

$

(2.34

)

 

 

 

 

 

 

 

 

 

 

Diluted income (loss) per share:

 

$

0.48

 

$

0.17

 

$

(1.41

)

$

(2.34

)

 

See Notes to Condensed Consolidated Financial Statements.

 

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THE HOWARD HUGHES CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

UNAUDITED

 

 

 

September 30,

 

December 31,

 

 

 

2014

 

2013

 

 

 

(In thousands, except share amounts)

 

Assets:

 

 

 

 

 

Investment in real estate:

 

 

 

 

 

Master Planned Community assets

 

$

1,605,814

 

$

1,537,758

 

Land

 

263,032

 

244,041

 

Buildings and equipment

 

907,283

 

754,878

 

Less: accumulated depreciation

 

(138,176

)

(111,728

)

Developments

 

899,827

 

488,156

 

Net property and equipment

 

3,537,780

 

2,913,105

 

Investment in Real Estate and Other Affiliates

 

85,344

 

61,021

 

Net investment in real estate

 

3,623,124

 

2,974,126

 

Cash and cash equivalents

 

805,606

 

894,948

 

Accounts receivable, net

 

25,827

 

21,409

 

Municipal Utility District receivables, net

 

122,515

 

125,830

 

Notes receivable, net

 

12,724

 

20,554

 

Tax indemnity receivable, including interest

 

333,877

 

320,494

 

Deferred expenses, net

 

73,230

 

36,567

 

Prepaid expenses and other assets, net

 

314,266

 

173,940

 

Total assets

 

$

5,311,169

 

$

4,567,868

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

Mortgages, notes and loans payable

 

$

1,880,916

 

$

1,514,623

 

Deferred tax liabilities

 

41,038

 

89,365

 

Warrant liabilities

 

444,680

 

305,560

 

Uncertain tax position liability

 

231,904

 

129,183

 

Accounts payable and accrued expenses

 

516,461

 

283,991

 

Total liabilities

 

3,114,999

 

2,322,722

 

 

 

 

 

 

 

Commitments and Contingencies (see Note 15)

 

 

 

 

 

 

 

 

 

 

 

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 September 30, 2014 and 39,576,344 shares issued and outstanding as of December 31, 2013

 

396

 

396

 

Additional paid-in capital

 

2,835,753

 

2,829,813

 

Accumulated deficit

 

(638,864

)

(583,403

)

Accumulated other comprehensive loss

 

(7,677

)

(8,222

)

Total stockholders’ equity

 

2,189,608

 

2,238,584

 

Noncontrolling interests

 

6,562

 

6,562

 

Total equity

 

2,196,170

 

2,245,146

 

Total liabilities and equity

 

$

5,311,169

 

$

4,567,868

 

 

See Notes to Condensed Consolidated Financial Statements.

 

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Supplemental Information

 

September 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 gain or 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 September 30,

 

Nine Months Ended September 30,

 

income (loss) 

 

2014

 

2013

 

2014

 

2013

 

 

 

(In thousands)

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

REP EBT

 

$

35,560

 

$

23,408

 

$

187,582

 

$

107,450

 

General and administrative

 

(14,759

)

(11,914

)

(49,138

)

(34,310

)

Interest (expense)/income, net *

 

(14,938

)

1,955

 

(21,089

)

6,259

 

Warrant liability gain (loss)

 

24,690

 

(4,479

)

(139,120

)

(148,706

)

Provision for income taxes

 

(590

)

(5,172

)

(49,895

)

(21,012

)

Increase (reduction) in tax indemnity receivable

 

5,454

 

730

 

(5,473

)

(8,673

)

Other income, net *

 

11,409

 

3,662

 

25,095

 

8,118

 

Depreciation and amortization *

 

(1,211

)

(757

)

(3,411

)

(1,359

)

Net income (loss)

 

$

45,615

 

$

7,433

 

$

(55,449

)

$

(92,233

)

 

10



 

MPC Land Sales Summary

Three Months Ended September 30, 2014

 

 

 

MPC Sales Summary

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bridgeland

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Single family - detached

 

$

8,734

 

$

1,761

 

18.8

 

6.0

 

109

 

29

 

$

465

 

$

294

 

$

80

 

$

61

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Multi-family

 

 

2,636

 

 

16.6

 

 

 

 

159

 

 

 

 

 

8,734

 

4,397

 

18.8

 

22.6

 

109

 

29

 

465

 

195

 

80

 

61

 

Columbia

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

No land sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Summerlin

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Superpad sites

 

16,511

 

26,340

 

32.1

 

72.5

 

167

 

316

 

514

 

363

 

99

 

83

 

Custom lots

 

2,670

 

1,698

 

1.8

 

1.9

 

4

 

5

 

1,483

 

894

 

668

 

340

 

Single family - detached

 

 

1,661

 

 

2.1

 

 

20

 

 

791

 

 

83

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retail

 

650

 

 

0.7

 

 

 

 

929

 

 

 

 

 

 

19,831

 

29,699

 

34.6

 

76.5

 

171

 

341

 

573

 

388

 

112

 

87

 

The Woodlands

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Single family - detached

 

28,410

 

18,098

 

37.5

 

27.5

 

152

 

117

 

758

 

658

 

187

 

155

 

Single family - attached

 

235

 

1,225

 

0.3

 

1.8

 

5

 

21

 

783

 

681

 

47

 

58

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retail

 

 

1,500

 

 

2.1

 

 

 

 

714

 

 

 

 

 

28,645

 

20,823

 

37.8

 

31.4

 

157

 

138

 

758

 

663

 

182

 

140

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total acreage sales revenue

 

57,210

 

54,919

 

91.2

 

130.5

 

437

 

508

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred revenue

 

(246

)

(6,791

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Special Improvement District revenue *

 

2,387

 

5,606

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total segment land sale revenue - GAAP basis

 

$

59,351

 

$

53,734

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


* Applicable exclusively to Summerlin.

 

11



 

MPC Land Sales Summary

Nine Months Ended September 30, 2014

 

 

 

MPC Sales Summary

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bridgeland

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Single family - detached

 

$

15,575

 

$

7,219

 

35.0

 

24.0

 

172

 

109

 

$

445

 

$

301

 

$

91

 

$

66

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Multi-family

 

 

2,636

 

 

16.6

 

 

 

 

159

 

 

 

 

 

15,575

 

9,855

 

35.0

 

40.6

 

172

 

109

 

445

 

243

 

91

 

66

 

Columbia

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

No land sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Summerlin

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Superpad sites

 

60,077

 

67,849

 

116.0

 

215.5

 

570

 

989

 

518

 

315

 

105

 

69

 

Custom lots

 

11,906

 

4,438

 

9.2

 

4.8

 

19

 

11

 

1,294

 

925

 

627

 

403

 

Single family - detached

 

11,170

 

9,846

 

13.0

 

13.2

 

60

 

108

 

859

 

746

 

186

 

91

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retail

 

650

 

 

0.7

 

 

 

 

929

 

 

 

 

High school

 

2,250

 

 

10.0

 

 

 

 

225

 

 

 

 

 

 

86,053

 

82,133

 

148.9

 

233.5

 

649

 

1,108

 

578

 

352

 

128

 

74

 

The Woodlands

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Single family - detached

 

$

61,947

 

$

70,910

 

85.2

 

118.1

 

335

 

470

 

$

727

 

$

600

 

$

185

 

$

151

 

Single family - attached

 

3,561

 

2,799

 

5.0

 

5.6

 

59

 

61

 

712

 

500

 

60

 

46

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Medical

 

70,550

 

 

58.9

 

 

 

 

1,198

 

 

 

 

Retail

 

17,401

 

1,500

 

30.3

 

2.1

 

 

 

574

 

714

 

 

 

Other

 

 

135

 

 

0.7

 

 

 

 

193

 

 

 

 

 

153,459

 

75,344

 

179.4

 

126.5

 

394

 

531

 

855

 

596

 

166

 

139

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total acreage sales revenue

 

255,087

 

167,332

 

363.3

 

400.6

 

1,215

 

1,748

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred revenue

 

(4,171

)

(14,450

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Special Improvement District revenue *

 

9,270

 

14,099

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total segment land sale revenue - GAAP basis

 

$

260,186

 

$

166,981

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


* 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, ground rent amortization, demolition costs, amortization, depreciation 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 September 30,

 

Nine Months Ended September 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

 

 

(In thousands)

 

(In thousands)

 

Retail

 

 

 

 

 

 

 

 

 

Cottonwood Square

 

$

166

 

$

83

 

$

499

 

$

326

 

Landmark Mall (a)

 

341

 

21

 

965

 

415

 

Outlet Collection at Riverwalk (a)

 

405

 

(23

)

(406

)

(794

)

Park West (b)

 

462

 

406

 

1,550

 

970

 

Ward Village (a)

 

6,234

 

6,006

 

18,034

 

17,868

 

20/25 Waterway Avenue

 

455

 

365

 

1,219

 

955

 

Waterway Garage Retail

 

185

 

137

 

517

 

208

 

Total Retail

 

8,248

 

6,995

 

22,378

 

19,948

 

Office

 

 

 

 

 

 

 

 

 

70 Columbia Corporate Center (b)

 

491

 

233

 

1,160

 

376

 

Columbia Office Properties (a)

 

453

 

202

 

1,137

 

865

 

2201 Lake Woodlands Drive

 

39

 

(43

)

143

 

(74

)

One Hughes Landing (a)

 

1,437

 

(106

)

3,397

 

(106

)

Two Hughes Landing (a)

 

286

 

 

286

 

 

9303 New Trails

 

483

 

387

 

1,503

 

1,316

 

110 N. Wacker

 

1,440

 

1,512

 

4,474

 

4,516

 

4 Waterway Square

 

1,479

 

1,494

 

4,327

 

4,467

 

3 Waterway Square (a)

 

1,638

 

514

 

4,765

 

585

 

1400 Woodloch Forest

 

273

 

245

 

806

 

914

 

1701 Lake Robbins (c)

 

90

 

 

90

 

 

Total Office

 

8,109

 

4,438

 

22,088

 

12,859

 

 

 

 

 

 

 

 

 

 

 

Millennium Waterway Apartments

 

1,176

 

1,029

 

3,348

 

3,406

 

The Woodlands Resort & Conference Center (a)

 

445

 

788

 

4,365

 

8,006

 

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

 

17,978

 

13,250

 

52,179

 

44,219

 

 

 

 

 

 

 

 

 

 

 

The Club at Carlton Woods (a)

 

(1,267

)

(2,505

)

(3,279

)

(4,120

)

The Woodlands Ground leases

 

119

 

111

 

341

 

335

 

The Woodlands Parking Garages

 

(155

)

(152

)

(444

)

(556

)

Other Properties

 

176

 

(54

)

707

 

(185

)

Total Other

 

(1,127

)

(2,600

)

(2,675

)

(4,526

)

Operating Assets NOI - Consolidated and Owned as of September 30, 2014

 

16,851

 

10,650

 

49,504

 

39,693

 

 

 

 

 

 

 

 

 

 

 

Redevelopments

 

 

 

 

 

 

 

 

 

South Street Seaport (a)

 

652

 

(2,465

)

823

 

(5,181

)

Total Operating Asset Redevelopments

 

652

 

(2,465

)

823

 

(5,181

)

 

 

 

 

 

 

 

 

 

 

Dispositions

 

 

 

 

 

 

 

 

 

Rio West Mall (a) (d)

 

 

213

 

79

 

851

 

Total Operating Asset Dispositions

 

 

213

 

79

 

851

 

Total Operating Assets NOI - Consolidated

 

17,503

 

8,398

 

50,406

 

35,363

 

 

 

 

 

 

 

 

 

 

 

Straight-line lease amortization (e)

 

(660

)

780

 

(1,632

)

1,047

 

Demolition costs (f)

 

(761

)

(1,386

)

(6,689

)

(1,386

)

Development-related marketing costs

 

(589

)

(1,050

)

(5,379

)

(1,771

)

Depreciation and amortization (g)

 

(11,261

)

(9,171

)

(29,802

)

(21,687

)

Write-off of lease intangibles and other (h)

 

 

(378

)

 

(2,883

)

Equity in earnings from Real Estate and Other Affiliates (i)

 

202

 

647

 

2,774

 

3,743

 

Interest, net (j)

 

(4,906

)

(3,985

)

(10,748

)

(14,593

)

Total Operating Assets REP EBT (k)

 

$

(472

)

$

(6,145

)

$

(1,070

)

$

(2,167

)

 

14



 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

 

 

(In thousands)

 

(In thousands)

 

Operating Assets NOI - Equity and Cost Method Investments

 

 

 

 

 

 

 

 

 

Millennium Phase II

 

$

(119

)

$

 

$

(119

)

$

 

Stewart Title (title company)

 

771

 

782

 

1,830

 

1,848

 

Summerlin Baseball Club Member, LLC

 

51

 

165

 

415

 

165

 

Woodlands Sarofim # 1

 

304

 

376

 

1,094

 

1,025

 

Total NOI - equity investees

 

1,007

 

1,323

 

3,220

 

3,038

 

 

 

 

 

 

 

 

 

 

 

Adjustments to NOI (l)

 

(41

)

98

 

(120

)

29

 

Equity Method Investments REP EBT

 

966

 

1,421

 

3,100

 

3,067

 

Less: Joint Venture Partner’s Share of REP EBT

 

(632

)

(774

)

(1,975

)

(1,827

)

Equity in earnings from Real Estate and Other Affiliates

 

334

 

647

 

1,125

 

1,240

 

 

 

 

 

 

 

 

 

 

 

Distributions from Summerlin Hospital Investment (i)

 

(132

)

 

1,649

 

2,503

 

Segment equity in earnings from Real Estate and Other Affiliates

 

$

202

 

$

647

 

$

2,774

 

$

3,743

 

 

 

 

 

 

 

 

 

 

 

Company’s Share of Equity Method Investments NOI

 

 

 

 

 

 

 

 

 

Millennium Phase II

 

$

(97

)

$

 

$

(97

)

$

 

Stewart Title (title company)

 

385

 

391

 

915

 

924

 

Summerlin Baseball Club Member, LLC

 

26

 

83

 

208

 

83

 

Woodlands Sarofim # 1

 

61

 

75

 

219

 

205

 

Total NOI - equity investees

 

$

375

 

$

549

 

$

1,245

 

$

1,212

 

 

 

 

Economic

 

Nine Months Ended September 30,

 

 

 

Ownership

 

Debt

 

Cash

 

 

 

 

 

(In thousands)

 

Millennium Phase II

 

81.43

%

$

34,056

 

$

120

 

Stewart Title (title company)

 

50.00

%

 

834

 

Summerlin Las Vegas Baseball Club

 

50.00

%

 

536

 

Woodlands Sarofim #1

 

20.00

%

6,320

 

765

 

 


(a)         See discussion in section following the table in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014 regarding this property.

(b)         The NOI increase for the nine months ended September 30, 2014 compared to 2013 is due to a full year of occupancy of tenants who took possession after the first quarter of 2013.

(c)          Acquired in July 2014. Annual NOI is expected to be $0.4 million.

(d)         Rio West Mall was sold on September 30, 2013.

(e)          The net change in straight-line lease amortization for the three and nine months ended September 30, 2014 compared to 2013 is primarily due to the higher rent expense related to the amended ground lease at South Street Seaport which occurred in the third quarter of 2013.

(f)           The demolition costs for the three and nine months ended September 30, 2014 relate to the redevelopment and demolition of Pier 17 at South Street Seaport. The demolition costs for the three and nine months ended September 30, 2013 related to the redevelopment at the Outlet Collection at Riverwalk.

(g)          The increase in depreciation and amortization for the three and nine months ended September 30, 2014 compared to 2013 reflects the acceleration of depreciation at Landmark Mall due to redevelopment plans and placing One Hughes Landing, 3 Waterway Square and the Outlet Collection at Riverwalk into service during the period.

(h)         The write-off of lease intangibles and other for the three and nine months ended September 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.

(i)             Equity in earnings from Real Estate and Other Affiliates decreased for the nine months ended September 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.

(j)            The decrease in interest, net for the nine months ended September 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.

(k)         For a detailed breakdown of our Operating Asset segment REP EBT, please refer to Note 16 - Segments in the Condensed Consolidated Financial Statements in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014.

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

 

15