The Howard Hughes Corporation Reports Fourth Quarter and Full Year 2012 Results

The Howard Hughes Corporation Reports Fourth Quarter and Full Year 2012 Results

DALLAS--(BUSINESS WIRE)-- The Howard Hughes Corporation (NYS: HHC) :

Fourth Quarter Highlights

• Fourth quarter 2012 net income was $30.0 million, excluding the $(22.3) million non-cash warrant loss and $(8.6) million non-cash loss relating to a reduction in the tax indemnity receivable, compared to the fourth quarter 2011 net income of $30.6 million, excluding the $0.8 million non-cash warrant gain.

• Master Planned Community ("MPC") land sales were $62.3 million for the fourth quarter 2012 compared to $37.4 million for the fourth quarter 2011.

• Net operating income ("NOI") for our income-producing Operating Assets was $11.5 million for fourth quarter 2012, compared to $15.2 million in the fourth quarter of 2011. Fourth quarter 2012 results include the impact of Superstorm Sandy on South Street Seaport's NOI, generating a $(5.6) million negative variance compared to 2011. Substantially all of the lost income caused by the storm will be covered by insurance.

• Retired 6,083,333 Sponsor warrants for $80.5 million in cash and the issuance of 1,525,272 shares of common stock. As a result of the transactions, shareholders now own 10.1% more of the Company.

• ONE Ala Moana luxury condominium project in Honolulu, HI, launched pre-sales and sold all 206 units after 29 hours of public sales for approximately $1,170 per square foot. Construction of the tower is expected to begin in first half of 2013.

• Announced the master plan to transform Ward Centers in Honolulu, HI, into an urban master planned community called Ward Village, which when fully developed will contain over 4,000 condominium units and over one million square feet of retail and other commercial space. Phase One of the redevelopment will consist of two market rate, mixed-use residential towers totaling 500 units, one workforce housing tower containing at least 125 units and the renovation of the IBM building into a world-class sales center. The IBM building renovation is underway, and construction of the residential towers is expected to begin in 2014.

• Dillard's, Inc. and Macy's, Inc. committed to become anchor tenants for The Shops at Summerlin downtown mixed-use development in Las Vegas, NV. The 1.5 million square foot project is expected to begin construction in 2013.

• Obtained all approvals needed to begin construction of a 380-unit apartment building on Parcel D in Columbia, MD, and in February 2013 began construction.

• Began construction on One Hughes Landing, a 195,000 square foot Class A office building which is 28% pre-leased at The Woodlands in Houston, TX; part of the Hughes Landing mixed use development close to the Town Center.

Full Year Highlights

• 2012 net income was $77.0 million, excluding the $(185.0) million non-cash warrant loss and $(20.3) million non-cash loss relating to a reduction in the tax indemnity receivable, compared to the 2011 net income of $60.8 million, excluding the $101.6 million non-cash warrant gain and $(15.2) million of non-recurring charges.

• Generated $180.4 million in Master Planned Community land sales revenue for 2012, a $30.1 million increase from $150.3 million in 2011.

• NOI for our income-producing Operating Assets was $62.0 million for 2012, compared to $55.6 million in 2011.

• Began construction on two Class A office towers in The Woodlands, 3 Waterway and One Hughes Landing, containing approximately 427,000 square feet. 3 Waterway is 90% leased, and both buildings will be completed in 2013.

• August 2012 auction of 375 lots at The Woodlands generated an aggregate 49%, or $16.7 million, increase in price of the lots compared to the selling prices before the auction.

• Acquired our partner's equity interest in the 393-unit Millennium Waterway apartment property located in The Woodlands for $6.9 million, representing a $72 million purchase price for the building, with proceeds from a $55.6 million ten-year non-recourse mortgage at a 3.75% interest rate, generating $4.2 million of cash for the company. The property's stabilized annual NOI is approximately $4.9 million.

• Commenced construction on Millennium Woodlands Phase II, a 314-unit Class A apartment building located in The Woodlands, which is being developed through a joint venture with the same developer with whom we developed the Millennium Waterway apartments.

• Commenced Phase Two of the Ward Village Shops, part of Ward Centers in Honolulu, HI, a $26.2 million project to build 57,000 square feet of new retail space for Pier 1 Imports and Nordstrom Rack, whose relocation opens space for future redevelopment in Ward Village. The tenants are expected to take occupancy in late 2013 or early 2014 and should together contribute approximately $1.0 million of incremental annual NOI.

• TJ Maxx took occupancy of 36,000 square feet of newly completed space and Bed, Bath & Beyond will occupy 30,000 square feet at Ward Centers in early 2013. Both of these tenants are expected to contribute approximately $2.0 million of incremental combined annual NOI to Ward Centers.

• Completed the ground lease amendment with the Economic Development Corporation of the City of New York which permits the redevelopment of Pier 17. Obtained unanimous Landmarks Commission approval with the support of Community Board 1 for the design, and in February 2013, obtained City Planning Commission approval for the Pier 17 redevelopment.

• Announced the redevelopment of Riverwalk Marketplace into the first upscale urban outlet center in the U.S. Upon completion, the property will comprise approximately 250,000 square feet of retail space.

• Entered into agreements with Whole Foods Market and The Columbia Association to lease 77.9% of the approximately 88,000 square foot Columbia Regional Building, located in Downtown Columbia, MD. The redevelopment is expected to cost approximately $23.0 million and to generate approximately $1.8 million of annual NOI based on pre-leasing to date. This architecturally important building currently has $1.0 million of annual carrying costs. The restoration and redevelopment of the building will serve as a catalyst for future development in the Columbia Town Center area. Construction is expected to begin in the first quarter of 2013.

• Acquired 70 Columbia Corporate Center, a 169,590 square foot Class A office building in Columbia, MD, by assuming a $16.0 million non-recourse mortgage bearing interest at 4.25% and by providing a commitment to fund $5.0 million for leasing. Secured a 76,308 square foot tenant which will increase occupancy to 68.7% in 2013 and increase annual NOI to approximately $1.9 million.

• Completed $348.6 million of non-recourse financing commitments in 2012, the proceeds of which will primarily be used to fund vertical commercial and horizontal land development activities.

• On February 8, 2013, we closed a $95.0 million financing for the redevelopment of The Woodlands Resort and Conference Center. The loan refinanced a $36.1 million mortgage and will provide a majority of the capital for the $75.0 million redevelopment.

The Howard Hughes Corporation (NYS: HHC) or (the "Company") today announced its results for the fourth quarter and full year 2012.

The Howard Hughes Corporation achieved important milestones and accomplishments for 2012 within each of its business segments. Master planned community land sales increased $30.1 million to $180.4 million on a "same property" basis for the year ended December 31, 2012, a 20.0% increase over 2011. Net operating income from our income-producing operating assets increased by $6.4 million to $62.0 million for 2012 compared to 2011. The increase is net of a $(3.4) million fourth quarter 2012 NOI loss at the South Street Seaport due to Superstorm Sandy, compared to $2.2 million of NOI in fourth quarter 2011. We also completed the lease amendment with the City of New York to permit the redevelopment of Pier 17 at South Street Seaport. The Landmarks Commission and City Planning Commission each unanimously approved our redevelopment plans.

At Ward Centers, we announced our vision for the redevelopment of the 60-acre property into a world-class urban master planned community called Ward Village, and also entered into leases with major tenants which will add approximately $3.0 million of incremental annual NOI to the property by early 2014. For more information regarding the Ward Village development, please visit www.avisionforward.com. In early 2013, we intend to begin redevelopment on Riverwalk Marketplace to transform it into the first upscale outlet center in the U.S. located in an urban location.

Several development projects are underway or are expected to be launched in 2013. ONE Ala Moana condominium project sold out after 29 hours of public sales and should begin development in the first half of 2013. The 380-unit apartment project at the Columbia Town Center, which we are developing with local partners, began construction in February 2013. We have 427,000 square feet of Class A office space under construction at The Woodlands with a 2013 delivery date; and our Millennium Woodlands Phase II joint venture at The Woodlands began construction on a 314-unit apartment building in 2012. We are also pre-leasing The Shops at Summerlin now that we have obtained commitments from Macy's and Dillard's for 180,000 and 200,000 square feet, respectively, created a catalyst for leasing the remainder of the 1.5 million square foot mixed use project.

For a more complete description of the status of our developments, please refer to Item 7 beginning on page 38 of The Howard Hughes Corporation Consolidated and Combined Financial Statements contained in our Form 10-K for the year ended December 31, 2012.

Fourth quarter 2012 net income attributable to common stockholders includes a $(22.3) million warrant loss and a $(8.6) million loss relating to a reduction in the tax indemnity receivable. Excluding these non-cash charges, net income attributable to common stockholders was $30.0 million, or $0.77 per diluted common share. Excluding the $0.8 million warrant gain, net income attributable to common stockholders was $30.6 million, or $0.80 per diluted common share for the three months ended December 31, 2011.

For the year ended December 31, 2012, net loss attributable to common stockholders was $(128.3) million compared with net income attributable to common stockholders of $147.2 million for the year ended December 31, 2011. Excluding the $(185.0) million warrant loss and $(20.3) million loss relating to a reduction in the tax indemnity receivable, net income attributable to common stockholders for the year ended December 31, 2012, was $77.0 million, or $2.02 per diluted common share, compared with net income attributable to common stockholders of $60.8 million, excluding the $101.6 million warrant gain, a $(11.3) million after-tax loss from refinancing mortgage debt carried on our books at a discount, and a non-cash $(3.8) million after-tax loss to adjust the basis of our equity investment in The Woodlands prior to its consolidation, or $1.56 per diluted common share, for the year ended December 31, 2011.

Beginning with the acquisition of our former partner's 47.5% interest in The Woodlands on July 1, 2011, we consolidated the financial results of The Woodlands. Prior to the acquisition, we accounted for our interest in The Woodlands as an unconsolidated real estate affiliate using the equity method; consequently, our statement of operations for the twelve months ended December 31, 2012, is not comparable to the same period in 2011.

If The Woodlands acquisition had occurred on January 1, 2011, total revenues of the Company for the year ended December 31, 2011, would have been approximately $357.5 million, on a pro forma basis, compared to $376.9 million for the year ended December 31, 2012. The principal reason for the $19.4 million increase in revenues, on a pro forma basis, is increases in Master Planned Community land sales, Minimum rents, and Resort and conference center revenues. For a more complete comparison of operating results between periods, please refer Item 7 beginning on page 38 of The Howard Hughes Corporation Consolidated and Combined Financial Statements contained in our Form 10-K for the year ended December 31, 2012

David R. Weinreb, CEO of The Howard Hughes Corporation, stated, "During 2012, we made tremendous progress in advancing the development of our most important assets. Our master planned communities also generated strong performance, and the Las Vegas housing market, where our Summerlin MPC is located, appears to be in a sustainable and strengthening recovery. We have the balance sheet, financial and human capital to realize the full potential of our irreplaceable assets."

Mr. Weinreb continued, "2013 will be a pivotal year, as we begin construction on several of our new developments and redevelopments, such as the South Street Seaport. I believe that our visibility in the markets will increase significantly as construction activities begin, and we will be able to provide more financial information about each project as they get underway."

Business Segment Operating Results

For comparative purposes, Master Planned Communities land sales and Operating Assets NOI relating to The Woodlands, and a discussion of results as if we consolidated The Woodlands during the year ended December 31, 2011, are presented in this earnings release in our Supplemental Information. 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 income (loss), and segment-basis MPC land sales revenue to GAAP-basis land sales revenue, refer to the Supplemental Information contained in this earnings release.

Master Planned Communities Summary

Land sales in our MPC segment, excluding deferred land sales and other revenue, increased $24.9 million, or 66.6%, to $62.3 million for the three months ended December 31, 2012, as compared to the three months ended December 31, 2011. The increase in revenues was primarily caused by a $23.6 million increase in residential land sales at The Woodlands. Approximately 78% of The Woodlands lot sales in the fourth quarter 2012 were a result of the auctions we held in August 2012. The auction resulted in a $50.4 million aggregate sales price for the 375 lots offered representing a $16.7 million, or 49%, increase in price compared to sales prices prior to the auction. The auction also resulted in an acceleration of homebuilder closings on the lots. Higher sales of non-core commercial land at The Woodlands increased commercial revenues by $3.6 million.

For the year ended December 31, 2012, land sales, excluding deferred land sales and other revenue, increased $30.1 million to $180.4 million compared to the year ended December 31, 2011, primarily due to the residential lot auction at The Woodlands, $5.2 million of increased sales at Bridgeland and a $5.1 million increase in commercial land sales, respectively.

The Houston, TX, economy remains strong. The expected influx in 2014 and 2015 of 10,000 employees to ExxonMobil's three million square foot corporate campus which is under construction just south of The Woodlands is driving demand for residential housing and commercial space at The Woodlands and Bridgeland. The latest phase of construction on the greater Houston area's perimeter loop, the Grand Parkway, will bisect the Bridgeland community and will connect the ExxonMobil campus, the airport and the Energy Corridor, which we believe will serve as another catalyst for growth.

At Summerlin, existing inventory levels for both new and resale homes continue to decline resulting in improved pricing. In the Las Vegas market, 44,902 homes were sold in 2012, the third-best year on record, and the median single family home price increased 24.2%, according to the Greater Las Vegas Association of Realtors. In addition, the number of single-family homes available for sale on the Multiple Listing Service at December 31, 2012, declined 24.1% from the prior year, representing an approximate five-week supply of inventory. Summerlin sold 38 and 109 residential lots during the three months ended December 31, 2012 and 2011, respectively, and sold 400 and 421 residential lots during the years ended December 31, 2012 and 2011, respectively. Summerlin's pipeline remains robust, with 110 residential lots under contract representing approximately $9.3 million of sales revenue as of December 31, 2012, if all sales are completed. In addition, Summerlin has an outparcel in escrow representing $2.6 million of sales revenue.

Operating Assets Summary

NOI from the combined retail, office and resort and conference center and multi-family properties was $11.5 million for the three months ended December 31, 2012, compared to NOI of $15.2 million for the three months ended December 31, 2011. This includes our share of NOI of our non-consolidated ventures of $0.3 million for the three months ended December 31, 2012, and $2.1 million for the three months ended December 31, 2011. The $3.8 million decrease in NOI in the fourth quarter 2012 compared to the fourth quarter 2011 is primarily attributable to the negative impact of Superstorm Sandy at South Street Seaport. The Uplands portion of the property suffered damage due to flooding, but the Pier 17 structure was not damaged. Remediation efforts are ongoing, and the property is only partially operating. We believe that our insurance will cover substantially all of the cost of repairing the property and will also compensate us for any income that has been lost as a result of the storm.

The South Street Seaport had a fourth quarter 2012 NOI loss of $(3.4) million, compared to NOI of $2.2 million for fourth quarter 2011. This $(5.6) million negative variance was partially offset by a $4.1 million combined increase at 4 Waterway Square, 9303 New Trails, 1400 Woodloch Forest, Millennium Waterway apartments, and the Woodlands Resort and Conference Center, all located at The Woodlands, due to several properties reaching stabilized NOI and improved occupancy and operating results compared to 2011.

NOI from the combined retail, office and resort and conference center and multi-family properties was $62.0 million for the year ended December 31, 2012, compared to NOI of $55.6 million for the year ended December 31, 2011. This includes our share of NOI of our non-consolidated ventures of $2.8 million for the year ended December 31, 2012, and $3.9 million for the year ended December 31, 2011. The $6.4 million increase in NOI in 2012 compared to 2011 is primarily attributable to a combined increase of $11.9 million at 4 Waterway Square, 9303 New Trails, 1400 Woodloch Forest, Millennium Waterway apartments, and the Woodlands Resort and Conference Center, all located at The Woodlands, partially offset by the decrease at South Street Seaport caused by Superstorm Sandy.

Strategic Developments Summary

In December 2012, our ONE Ala Moana condominium development joint venture launched pre-sales and sold all 206 units after 29 hours of public sales for an average selling price of $1,170 per square foot. We expect to close on the first mortgage construction financing and to begin construction during the first half of 2013. Upon closing the construction loan, the venture will fully draw on the $40.0 million of committed mezzanine loans, and we will sell our condominium rights to the venture at a $47.5 million valuation.

During 2012, we sold 11.5 acres at Alameda Plaza consisting of 104,705 square feet of mostly vacant retail space for $4.5 million. Our net earnings recognized on the sale were $2.0 million. We are continuing to explore the sale of the remaining 10.5 acres consisting of 85,636 square feet of mostly vacant retail space.

Subsequent Event

On February 8, 2013, we closed on a $95.0 million non-recourse loan which refinanced the existing $36.1 million mortgage on The Woodlands Resort and Conference Center and will fund the majority of the costs of the $75.0 million redevelopment of the property. The new loan bears interest at LIBOR plus 3.50%, has a three-year initial term and contains three one-year extension options. We believe that the redevelopment will enable the property to meet increasing demand for world-class hospitality driven by the strength of the Houston economy. The redevelopment will replace 206 rooms originally built in the 1970s with 184 new guest rooms and suites, and will renovate 222 existing guest rooms and suites. The project also includes construction of a 1,000-foot lazy river amenity, a 120-seat prime steakhouse and restaurant and the renovation and expansion of the arrival areas and conference center space. The entire facility will continue to operate during the redevelopment, and the rooms being replaced will not be taken out of service until the new rooms are completed.

About the Howard Hughes Corporation

The Howard Hughes Corporation owns, manages and develops commercial, residential and mixed-use real estate throughout the United States. Our properties include master planned communities, commercial mixed-use, retail and office properties, development opportunities and other unique assets spanning 18 states from New York to Hawaii. The Howard Hughes Corporation is traded on the New York Stock Exchange under the ticker symbol "HHC" and is headquartered in Dallas, Texas. For more information, visit www.howardhughes.com.

Safe Harbor Statement

Statements made in this press release that are not historical facts, including statements accompanied by words such as "will," "believe," "expect," "enables," "realize," "plan," "intend," "transform" and other words of similar expression, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's expectations, estimates, assumptions and projections as of the date of this release and are not guarantees of future performance. Actual results may differ materially from those expressed or implied in these statements. Factors that could cause actual results to differ materially are set forth as risk factors in The Howard Hughes Corporation's filings with the Securities and Exchange Commission, including its Quarterly and Annual Reports. The Howard Hughes Corporation cautions you not to place undue reliance on the forward-looking statements contained in this release. The Howard Hughes Corporation does 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.