The Howard Hughes Corporation Reports Second Quarter 2013 Results

The Howard Hughes Corporation Reports Second Quarter 2013 Results

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

Second Quarter Highlights

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

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

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

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

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

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

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

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

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

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

The Howard Hughes Corporation (NYS: HHC) or (the "Company") today announced its results for the second quarter 2013.

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

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

Business Segment Operating Results

For comparative purposes, Master Planned Communities ("MPC") land sales and net operating income ("NOI") from our Operating Assets segment are presented in the Supplemental Information contained in this earnings release. For a reconciliation of Operating Assets NOI to Operating Assets real estate property earnings before taxes ("REP EBT"), Operating Assets REP EBT to GAAP-basis net income (loss), and segment-basis MPC land sales revenue to GAAP-basis land sales revenue, refer to the Supplemental Information contained in this earnings release. Non-recourse debt means that the debt is non-recourse to The Howard Hughes Corporation, not to the asset.

Master Planned Communities

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

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

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

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

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

Operating Assets

NOI from the combined retail, office and resort and conference center and multi-family properties was $14.2 million for the three months ended June 30, 2013 compared to NOI of $19.6 million for the three months ended June 30, 2012. We refer to these properties as our "income-producing Operating Assets." These amounts include our share of NOI from our non-consolidated ventures of $0.4 million and $1.0 million for the same periods.

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

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

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

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

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

Strategic Developments

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

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

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

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

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

About The Howard Hughes Corporation

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

Safe Harbor Statement

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