The Howard Hughes Corporation Reports Third Quarter 2015 Results

The Howard Hughes Corporation (NYSE: HHC):

Third Quarter Earnings Highlights

• Third quarter 2015 adjusted net income increased 102.1%, or $29.1 million, to $57.6 million, compared to third quarter 2014 adjusted net income of $28.5 million. The increase is primarily due to the gain on sale of a non-core asset, income reported on the percentage of completion method for sales contracts obtained on our Waiea and Anaha condominium towers which are under construction at Ward Village, and income from our recently completed commercial development projects as they continue to stabilize. Adjusted net income excludes the following non-cash items: depreciation and amortization; warrant liability gains and losses; and gains and losses relating to the tax indemnity receivable for periods prior to its settlement in December 2014.
• Net operating income (“NOI”) for our income-producing Operating Assets increased 75.3% to $31.9 million for the third quarter 2015, compared to $18.2 million in the third quarter 2014. The increase is driven primarily by NOI from commercial retail and office properties developed and opened by us in 2014, the December 2014 acquisition of 10-60 Columbia Corporate Center office properties, and completion of The Woodlands Resort & Conference Center redevelopment at the end of 2014.
• MPC land sales increased 3.8% to $59.4 million for the third quarter 2015 compared to $57.2 million for the third quarter 2014. The increase is primarily due to $27.3 million of higher commercial land sales at our Houston, TX master planned communities (“MPCs”), substantially offset by lower residential lot sales at these MPCs given lower housing demand caused by an uncertain economic climate in the Houston region caused by continued low oil prices in 2015.

The Howard Hughes Corporation Property and Financing Highlights

• On September 4, 2015, we sold The Club at Carlton Woods, a 36-hole golf and country club in The Woodlands, for net cash proceeds of $25.1 million, and a pre-tax gain of $29.1 million. The Club had NOI losses of $(0.9) million and $(4.4) million for the nine months ended September 30, 2015, and year ended December 31, 2014, respectively. The Club was developed as an amenity to sell lots in a gated community, most of which were sold in prior years.
• During the third quarter 2015, we announced a partnership with renowned chef and restaurateur Jean-Georges Vongerichten to bring two new, one-of-a-kind culinary experiences to the Seaport District. The projects will consist of a 40,000 square-foot, seafood-themed food market inside the Tin Building and a 10,000 square-foot restaurant in the rebuilt Pier 17. We also pre-leased 7,100 square feet in the historic district to McNally Jackson, a popular New York City-based independent bookstore.
• As of October 20, 2015, 89.1% of the units at our Waiea condominium development and 85.2% of the units at our Anaha condominium development at Ward Village were contracted for sale. These contracts represent 83.7% and 76.9% of the total residential square feet for sale at Waiea and Anaha, respectively. To date, we have incurred approximately $152.4 million and $81.4 million of total expected development costs of $403 million and $401 million at Waiea and Anaha, respectively.
• During the third quarter 2015, we began pre-sales at Ward Village for the 389,000 square foot, 466-unit Ae‘o condominium tower designed by Bohlin Cywinski Jackson, including a 54,000 square foot Whole Foods Market flagship store. As of October 20, 2015, 35.8% of the units, representing 29.0% of the total residential square feet, were contracted for sale. Construction is expected to begin in March 2016.
• On October 23, 2015, we closed on a $6.7 million non-recourse construction loan for Alden Bridge, one of our two self-storage developments in The Woodlands. The loan bears interest at LIBOR plus 2.60% and has an initial maturity date of October 2019 with two, one-year extension options. Construction on the first, 82,000 square foot self-storage facility began in August 2015 and is expected to be completed in the fourth quarter of 2016.

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* Non-recourse debt means that the debt is non-recourse to The Howard Hughes Corporation but is collateralized by a real estate asset and/or is recourse to the subsidiary entity owning such asset.

The Howard Hughes Corporation (NYSE: HHC) (the “Company”) today announced its results for the third quarter 2015.

For the three months ended September 30, 2015, net income attributable to common stockholders was $156.2 million, or $0.76 per diluted common share, compared with $45.6 million, or $0.48 per diluted common share, for the three months ended September 30, 2014. Third quarter 2015 net income attributable to common stockholders includes a non-cash $123.6 million warrant gain and $(25.0) million of non-cash depreciation and amortization expense. Excluding these non-cash items, net income attributable to common stockholders was $57.6 million, or $1.34 per diluted common share. For the third quarter 2014 net income attributable to common stockholders was $28.5 million, or $0.66 per diluted common share, excluding the $24.7 million non-cash warrant gain, $5.5 million non-cash increase in tax indemnity receivable and $(13.0) million of non-cash depreciation and amortization expense.

As we complete and place our developments into service, non-cash depreciation and amortization expense associated with these cash-flowing commercial real estate properties is becoming a more material and growing component of our net income. Adjusted net income is a non-GAAP measure that excludes depreciation and amortization and non-cash warrant liability and tax indemnity receivable gains and losses. The presentation of net income excluding depreciation and amortization is consistent with other companies in the real estate business who also typically report an earnings measure that excludes non-cash depreciation and amortization. The tax indemnity receivable was settled in the fourth quarter 2014 and is not a component of our net income beginning in 2015. For a reconciliation of adjusted net income to net income (loss) attributable to common stockholders, please refer to the Supplemental Information contained in this earnings release.

David R. Weinreb, Chief Executive Officer of The Howard Hughes Corporation, stated, “Our results this quarter demonstrate the continued solid progress toward developing and unlocking value in our larger developments. We are accelerating pre-leasing activity in the Seaport District, with the Jean-Georges and McNally Jackson announcements serving as two examples of the high quality tenant roster that we are assembling for this project. This quarter we also began pre-sales for additional residential condominium units at Ward Village. Ae‘o, a tower designed to meet strong market demand for smaller units averaging less than 1,000 square feet, has over a third of its 466 units under contract, and we will begin construction of the Whole Foods at the base of this tower in March next year.”

Mr. Weinreb continued, “In our MPC business, Summerlin continues to deliver strong land sales volume and pricing, reflecting healthy economic conditions in the Las Vegas Valley and the premier position of our MPC in this market. Land sales in our Houston MPCs continue to be slower than in prior years due to the decline in oil prices.”

Business Segment Operating Results

For comparative purposes, MPC land sales and Operating Assets NOI are presented 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), segment-basis MPC land sales revenue to GAAP-basis land sales revenue, and Adjusted Net Income, 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 collateralized by a real estate asset and/or is recourse to the subsidiary entity owning such asset. All construction cost estimates presented herein are exclusive of land costs.

Operating Assets Highlights

NOI from our combined retail, office, multi-family and resort and conference center properties increased $13.7 million, or 75.3%, to $31.9 million for the third quarter 2015, compared to NOI of $18.2 million for the third quarter 2014. These properties are referred to as our “income-producing Operating Assets.” These amounts include our share of NOI from our non-consolidated equity-method ventures and exclude dispositions and NOI for all periods from properties that are substantially closed for redevelopment and/or were sold during the period.

The increase in NOI in the third quarter 2015 compared to the third quarter 2014 is primarily attributable to the acquisition of the 10-60 Columbia Corporate Center office properties in December 2014, which contributed $2.4 million to the increase, and completion of Downtown Summerlin and The Outlet Collection at Riverwalk during 2014, both of which contributed a combined $3.8 million to the increase. Two Hughes Landing and 3831 Technology Forest Drive office buildings contributed a combined $2.7 million to the increase as they continue to stabilize, and The Woodlands Resort & Conference Center, which completed its redevelopment in the fourth quarter 2014, contributed $2.6 million to the increase. The remaining $2.2 million of the increase is due to smaller changes in NOI at our other operating assets.

South Street Seaport remains substantially closed while redevelopment of Pier 17 and the renovation of the historic area continue.

Master Planned Communities Highlights

Land sales in our MPC segment, exclusive of deferred land sales and other revenue, increased by $2.2 million, or 3.8%, to $59.4 million for the three months ended September 30, 2015, as compared to $57.2 million for the same period in 2014.

Summerlin land sales were relatively flat at $19.3 million for the third quarter 2015 compared to $19.8 million for the third quarter 2014. Price per acre for superpads, Summerlin’s primary residential land product, decreased by $(22,000), or (4.3%), to $492,000 for the third quarter 2015 compared to the third quarter 2014. The slight differences in land pricing between periods at Summerlin reflect changes in the product mix and locations sold during the periods. Pricing and demand remain strong given the scarcity of attractive developable residential acreage, a shortage of resale homes and robust economic conditions in the Las Vegas market.

Within our Summerlin MPC, land development and pre-sales activities are progressing on the development of an exclusive luxury community with our joint venture partner Discovery Land, a leading developer of private clubs and luxury communities. As of September 30, 2015, the project has received buyer deposits totaling $27.3 million, representing $76.0 million in contracted land sales, and we expect the first lot closings to begin in February 2016.

Bridgeland land sales increased to $22.7 million for the third quarter 2015 compared to $8.7 million for the third quarter 2014. The increase is driven by two commercial land sales for a school and a church site totaling $20.5 million during the third quarter 2015. Residential lot sales for the first nine months of 2015 have decreased because homebuilders are currently developing homes for sale on lots purchased during 2014 and because lower oil prices have reduced new home sales demand and velocity in 2015 compared to 2014. These conditions are causing homebuilders to take a more cautious approach to acquiring more finished lot inventory.

Land sales in The Woodlands decreased by ($11.3) million to $17.3 million in the third quarter 2015 compared to the third quarter 2014 primarily due to increased homebuilder caution on increasing their land inventory due to lower housing demand caused by lower oil prices. An uncertain economic climate in the greater Houston area due to the decline in oil prices, and to a lesser extent a lower range of lot types and sizes available in The Woodlands due to its decreasing inventory of available residential land for development, are contributing to a slowing sales velocity.

Strategic Developments Highlights

Pre-sales for the first two market-rate residential condominium towers at Ward Village, Waiea and Anaha, launched in the first quarter 2014, and construction on both towers began later in the year. From July 24, 2015, the last reported sales date, through October 20, 2015, we entered into 12 sales contracts for Anaha and Waiea combined, representing 15.4% of the then available units for sale. Sales contracts require a minimum deposit from the buyer equal to 20% of the contracted price and are subject to a 30-day rescission period, after which time the deposit becomes non-refundable. Substantially all of the contracted units at both towers are past their rescission periods.

Waiea will have 174 total units, of which 89.1% have been contracted as of October 20, 2015. These contracted sales represent 83.7% of the total residential square feet available for sale. Total development costs are expected to be approximately $403 million (excluding land value). We expect to complete the project by the end of 2016. As of September 30, 2015, we have incurred $152.4 million of development costs.

Anaha will have 317 total units, of which 85.2% have been contracted as of October 20, 2015. These contracted sales represent 76.9% of the total residential square feet available for sale. Total development costs are expected to be approximately $401 million (excluding land value). We expect to complete the project by mid-2017. As of September 30, 2015, we have incurred $81.4 million of development costs.

Construction of the 389,000 square foot Ae‘o tower and the 54,000 square foot Whole Foods Market, located on the same block, is expected to begin in March 2016 with completion scheduled in 2018. Pre-sales began in July 2015, and as of October 20, 2015, 167 of the 466 total units were under contract, representing 29.0% of the total residential square feet available for sale. This tower was designed with unit sizes averaging approximately 836 square feet, smaller than the average 1,687 square foot unit size for Waiea and Anaha. We believe there is strong demand for smaller unit sizes having a quality similar to our other offerings, resulting in an overall purchase price that is more affordable to a larger segment of the market. We have incurred $14.4 million of pre-development costs on this development as of September 30, 2015 and are finalizing the project budget.

Pre-sales began in July 2015 on the first tower of the iconic Gateway Towers designed by Richard Meier & Partners. These towers will frame the main entrance of the community and planned village green and are an important element in communicating to the market our vision for a fully-developed Ward Village. With this product, we are bringing a level of product quality and overall experience never before seen in the market and pricing that sets a new peak for Ward Village. As a result, we are expecting a more measured and longer time period for absorption than at our other Ward Village developments. We have incurred $13.2 million of pre-development costs for the first tower as of September 30, 2015 and are finalizing the project budget. Construction will begin once we obtain an acceptable level of pre-sales and financing.

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 quarter ended September 30, 2015.

About The Howard Hughes Corporation®

The Howard Hughes Corporation owns, manages and develops commercial, residential and mixed-use real estate throughout the U.S. Our properties include master planned communities, operating 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 as HHC and is headquartered in Dallas, TX. For additional information about HHC, 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,” “assume,” “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. These factors include the continued effects of low oil prices on the Houston market. 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, except as required by law.

Supplemental Information

September 30, 2015

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”). REP EBT, as it relates to our business, is defined as net income (loss) excluding general and administrative expenses, corporate interest income and corporate interest and depreciation expense, provision for income taxes, warrant liability gain (loss), other income, gains on sales relating to operating properties and, prior to 2015, the changes in tax indemnity receivable. We present REP EBT because we use this measure, among others, internally to assess the core operating performance of our assets. However, REP EBT should not be considered as an alternative to GAAP net income (loss).

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, development-related marketing costs 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).

(a) Stabilized annual NOI of $2.2 million is expected by the end of the second quarter 2016.

(b) Please refer to discussion regarding this property in our third quarter Form 10-Q.

(c) Property was acquired in July 2014.

(d) The lower NOI is due to a one-time favorable property tax settlement with the City of Alexandria of $0.7 million that occurred in the first quarter 2014.

(e) Property was re-opened May 2014 after an extensive redevelopment. Stabilized annual NOI of $7.8 million is expected by early 2017 based on leases in place as of September 30, 2015.

(f) NOI decreased for the three months and nine months ended September 30, 2015, due to the loss of a 18,339 square foot tenant, resulting in the subsequent re-leasing of the space.

(g) NOI increase is primarily due to higher rental rates and increased occupancy.

(h) In December 2014, we acquired 10–60 Columbia Corporate Center comprised of six adjacent office buildings totaling 699,884 square feet. We acquired 70 Columbia Corporate Center in 2012.

(i) NOI decreased due primarily to water damage at one of the buildings, resulting in 13,745 square feet being vacated.

(j) NOI increase for the nine months ended September 30, 2015 is primarily due to increased occupancy.

(k) Building was placed in service in 2014.

(l) Building was placed in service in 2014 and is 100% leased to a single tenant.

(m) Building was acquired in October 2014.

(n) The renovation project has increased NOI due to the higher revenue per available room (“RevPAR”) resulting from the new and upgraded rooms. RevPAR is calculated by dividing total room revenues by total occupied rooms for the period.

(o) The net change in straight-line lease amortization for the three and nine months ended September 30, 2015 compared to the same periods in 2014 is primarily due to new leases at Downtown Summerlin and 10-60 Columbia Corporate Center purchased in December 2014.

(p) Demolition costs for 2014 relate to Pier 17 and for 2015 relate to the Fulton Market Building, both at South Street Seaport.

(q) 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 third quarter 2015 Form 10-Q.

(r) Adjustments to NOI include straight-line rent and market lease amortization, demolition costs, depreciation and amortization and non-real estate taxes. The increases are primarily due to placing Millennium Woodlands Phase II in third quarter 2014 and The Metropolitan Downtown Columbia in service in 2015.

(s) During the first quarters of 2015 and 2014, we received distributions of $1.7 million and $1.8 million, respectively, from our Summerlin Hospital investment. Distributions from the Summerlin Hospital are typically made one time per year in the first quarter.