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Section 1: 8-K (8-K)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 


 

FORM 8-K

 


 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 2, 2019

 


 

THE HOWARD HUGHES CORPORATION

(Exact name of registrant as specified in its charter)

 


 

Delaware
(State or other jurisdiction
of incorporation)

 

001-34856
(Commission File Number)

 

36-4673192
(I.R.S. Employer
Identification No.)

 

One Galleria Tower
13355 Noel Road, 22
nd Floor
Dallas, Texas 75240
(Address of principal executive offices)

 

Registrant’s telephone number, including area code:  (214) 741-7744

 


 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:

 

Trading Symbol(s)

 

Name of each exchange on which registered:

Common stock, $0.01 par value per share

 

HHC

 

New York Stock Exchange

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o                      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 


 

Item 7.01                                           Regulation FD Disclosure

 

On May 2, 2019, The Howard Hughes Corporation (the “Company”) distributed a letter to its shareholders describing key information about the Company.  A copy of this letter is attached hereto as Exhibit 99.1 and has been posted on our website at www.howardhughes.com under the “Investors” tab.

 

The information contained in this Current Report on Form 8-K pursuant to this “Item 7.01 Regulation FD Disclosure” is being furnished.  This information shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section or shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, unless specifically identified therein as being incorporated by reference.

 

FORWARD-LOOKING STATEMENTS AND NON-GAAP FINANCIAL MEASURES

 

FORWARD-LOOKING STATEMENTS

 

Statements made in the shareholder letter attached to this Form 8-K on Exhibit 99.1 that are not historical facts, including statements accompanied by words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “plan,” “project,” “realize,” “should,” “transform,” “would,” and other statements of similar expression 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 letter 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 our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission. In the shareholder letter, forward-looking statements include, but are not limited to, expectations about the performance of our Master Planned Communities segment and other current income producing properties and future liquidity, development opportunities, development spending and management plans. We caution you not to place undue reliance on the forward-looking statements contained in the shareholder letter 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 the shareholder letter except as required by law.

 

NON-GAAP FINANCIAL MEASURES

 

The Company believes that net operating income, or NOI, a non-GAAP financial measure, 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 rental and occupancy rates and operating costs. We define NOI as operating revenues (rental income, tenant recoveries and other revenues) less operating expenses (real estate taxes, repairs and maintenance, marketing and other property expenses). NOI excludes straight line rents and amortization of tenant incentives, net interest expense, ground rent amortization, demolition costs, amortization, depreciation, development-related marketing costs and Equity in earnings from Real Estate and Other Affiliates.

 

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We use NOI to evaluate our operating performance on a property-by-property basis because NOI allows us to evaluate the impact that factors, which vary by property, such as lease structure, lease rates and tenant base have on our operating results, gross margins and investment returns.

 

MPC Segment EBT represents the revenues less expenses of the segment, including interest income, interest expense, depreciation and amortization and equity in earnings of real estate and other affiliates. MPC Segment EBT excludes corporate expenses and other items that are not allocable to the MPC Segment.  We present MPC Segment EBT because we use this measure, among others, internally to assess the core operating performance of the segment.

 

Although we believe that NOI and MPC Segment EBT provide useful information to the investors about the performance of our Operating Assets and MPC’s due to the exclusions noted above, NOI and MPC Segment EBT should only be used as additional measures of the financial performance of such assets and not as an alternative to GAAP net income (loss).

 

For a reconciliation of NOI and MPC Segment EBT to the most directly comparable GAAP measure see the Reconciliation to Non-GAAP Measures at the end of the letter attached to this Form 8-K on Exhibit 99.1.  No reconciliation of projected NOI is included in this letter because we are unable to quantify certain amounts that would be required to be included in the GAAP measure without unreasonable efforts and we believe such reconciliations would imply a degree of precision that would be confusing or misleading to investors.

 

Item 9.01                                           Financial Statements and Exhibits.

 

(d)                                 Exhibits

 

Exhibit No.

 

Description

 

 

 

99.1

 

Shareholder Letter dated May 2, 2019.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

THE HOWARD HUGHES CORPORATION

 

 

 

 

By:

/s/ Peter F. Riley

 

 

 

Peter F. Riley

 

 

 

Senior Executive Vice President, Secretary and General Counsel

 

Date:                  May 2, 2019

 

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Section 2: EX-99.1 (EX-99.1)

Exhibit 99.1

2018 Letter To Shareholders 2018 Letter To Shareholders Las V1egas Ballpark, Downtown Summerlin

 

Reflections on an Outstanding Year The Rooftop at Pier 17, Seaport District NYC Forward-looking statements Non-GAAP financial measures Statements made in this letter that are not historical facts, including statements accompanied by words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “plan,” “project,” “realize,” “should,” “transform,” “would,” and other statements of similar expression 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. The Company believes that net operating income, or NOI, a non-GAAP financial measure, 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 rental and occupancy rates and operating costs. We define NOI as operating revenues (rental income, tenant recoveries and other revenues) less operating expenses (real estate taxes, repairs and maintenance, marketing and other property expenses). MPC Segment EBT represents the revenues less expenses of the segment, including interest income, interest expense, depreciation and amortization and equity in earnings of real estate and other affiliates. MPC Segment EBT excludes corporate expenses and other items that are not allocable to the MPC Segment. We present MPC Segment EBT because we use this measure, among others, internally to assess the core operating performance of the segment. Although we believe that NOI and MPC Segment EBT provide useful information to the investors about the performance of our Operating Assets and MPC’s due to the exclusions noted above, NOI and MPC Segment EBT should only be used as additional measures of the financial performance of such assets and not as an alternative to GAAP net income (loss). These statements are based on management’s expectations, estimates, assumptions and projections as of the date of this letter 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 our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission. In this letter, forward-looking statements include, but are not limited to, expectations about the performance of our Master Planned Communities segment and other current income-producing properties and future liquidity, development opportunities, development spending and management plans. We caution you not to place undue reliance on the forward-looking statements contained in this letter 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 letter except as required by law. NOI excludes straight-line rents and amortization of tenant incentives, net interest expense, ground rent amortization, demolition costs, amortization, depreciation, development-related marketing costs and Equity in earnings from Real Estate and other affiliates. For a reconciliation of NOI and MPC Segment EBT to the most directly comparable GAAP measure see the Reconciliation to Non-GAAP Measures at the end of this letter. No reconciliation of projected NOI is included in this letter because we are unable to quantify certain amounts that would be required to be included in the GAAP measure without unreasonable efforts and we believe such reconciliations would imply a degree of precision that would be confusing or misleading to investors. We use NOI to evaluate our operating performance on a property-by-property basis because NOI allows us to evaluate the impact that factors, which vary by property, such as lease structure, lease rates and tenant base have on our operating results, gross margins and investment returns. 2018 Letter To Shareholders 2

 

David R. Weinreb Chief Executive Officer The Howard Hughes Corporation May 2, 2019 To the shareholders of The Howard Hughes Corporation from the Chief Executive Officer 2018 was an excellent year for our business across all three segments. + + In our Master Planned Community (MPC) segment, led by Summerlin, we had record land sales. In our Operating Assets segment, we increased our year-over-year net operating income (NOI) by 13.1% (excluding the Seaport District) as we continued to drive occupancy and increase rental rates. + + And in our Strategic Developments segment, we increased our stabilized NOI target by 24.6% from $255 million to $318 million and Continued to drive successful growth at Ward Village, our vertical master planned community in Honolulu, where we contracted to sell 668 homes, yielding more than $511 million in sales revenue – the best year of contracted sales since the launch of our first two buildings in 2014. In sum, 2018 was likely our best year yet. 2018 Letter To Shareholders 3

 

2018 Accomplishments 2018 Letter To Shareholders 4

 

500 100 100 2018 Letter To Shareholders 5 MPC Segment The key performance metrics that we follow to determine the success of our MPCs are the number of acres sold, the price per acre, and the overall MPC Earnings Before Taxes (EBT). Land sales are often volatile and, as a result, should be evaluated on an annual and longer-term basis. In 2018, we sold 466 acres of residential and commercial land at an average price of $515,000 per acre and generated MPC EBT of $203 million, an increase of 6.6% over 2017. Since inception, we have generated approximately $2 billion in total MPC land sales and $799 million in EBT. MPC Price Per Acre MPC Acres Sold (residential acres only; thousands of USD) 800 300 700 250 600 200 400 150 300 200 50 0 0 2015 2016 2017 2018 2015 2016 2017 2018 Summerlin The WoodlandsBridgeland The Woodlands Hills SummerlinThe WoodlandsBridgeland The Woodlands Hills MPC Earnings Before Taxes (millions of USD) $250 $200 $150 $100 $50 $0 2015 2016 2017 2018

 

Operating Assets Segment Hughes Landing, The Woodlands Our run-rate annual NOI is the best measure of our operating progress and development execution. Because it is part non-stabilized operating asset, part development project and part operating business, we present the Seaport District separately in our financials and it is not included in the NOI numbers above. With several of the restaurants in the Pier Village at the Seaport set to open by the end of the summer and the Jean-Georges food hall to follow in the next 18-24 months, the district is moving closer to approaching its first stabilized year. The Seaport is taking longer to reach stabilization than anticipated, but we remain confident that the end product will be a spectacular asset for New York City, and as importantly, will generate an attractive return on our invested capital. During the year, we purchased the parking lot at 250 Water Street in the Seaport District, a well-located development site of more than one acre with approximately 290,000 square feet of as-of-right development rights. We are working closely with the City and Seaport District stakeholders to determine how best to realize the full potential of this site, together with the 415,000 square feet of excess development rights from Pier 17, and an additional 212,000 square feet of development rights from our option on the New Market site, subject to governmental approvals. Since inception, we have grown NOI from $49 million in 2010 to $173.3 million in 2018, an increase of 10.4% over 2017. Our fourth quarter annualized NOI run rate was $187 million and our stabilized NOI target was $318 million, representing a 549% increase in our stabilized recurring NOI since inception. ($ in millions) 2018 Letter To Shareholders 6 Operating Assets NOI $318 201020112012201320142015201620174Q18 Annualized Operating Assets NOIIncremental Contribution to Operating Assets NOI $255 $232 $98 $92 $157 $119 $49 $55 $61 $51 $71 $131 $140 $187

 

Developments of development ent tlements in our portfolio Anaha, Ward Village HHC Annual Review 2018 7 Strategic Segment 50M SF Since beginning sales in early 2014, we have contracted to sell 2,339 homes generating $2.68 billion in revenue as of April 30, 2019. Our stabilized NOI target reflects new construction starts as we We continue to generate substantial profits from our transform our raw commercial acreage into assets that generate condominium developments in Ward Village, where we target a recurring cash flow. In 2018, these new developments have 30% margin on sales excluding our land cost. In 2018, we closed increased our projected stabilized NOI target from $255.1 million on $357.7 million in condominium sales. Since beginning sales in to $317.8 million, excluding the Seaport District, an increase of early 2014, we have contracted to sell 2,339 homes generating 24.6%. In total, since inception we have developed, acquired, $2.68 billion in revenue as of April 30, 2019. This includes 354 or are in development of more than 15 million square feet of homes pre-sold at our newest building Kula. commercial properties including 3,698 multi-family units, 975 hotel keys, 1,408 self-storage units, 6.3 million square feet of office, 3.3 million square feet of retail and over 2,100 condo units.

 

Complementary Business Segments 2012, we began development of what is now known as Hughes rated Embassy Suites in the chain), 390 multi-family units (95% we were direct beneficiaries. The total cost of Hughes Landing was plus operating efficiencies achieved by our scale. Our development and generate substantial risk-adjusted strongest real estate platforms in the country with expertise in operations and sponsorship, which we can leverage across the Since inception, we have invested $1.8 billion into our internal and Houston’s economy slowed dramatically. The performance on cost. Because of our low-cost basis in the land relative to its communities have outperformed the broader market during $370 million of cash equity in these projects, which is projected office market had negative absorption of approximately 1.4 million These investments and returns are based on the book value of our rates increased to more than 20% and office rents declined in some under construction. 30%. In contrast, The Woodlands’ Class-A office market had We have invested outperformed the wider market by staying below 12%. In addition, acres, approximately five times the size of the island of Manhattan, approximately 160,000 jobs. We leverage our expertise by and rich amenity base, further fueling demand for residential and have yielded a significant price premium over comparable homes outside of our master planned environments and helped shield our 2018 Letter To Shareholders 8 The Woodlands Our development of Hughes Landing in The Woodlands is a good example of the value we have been able to create in our MPCs. In Landing on Lake Woodlands. Over the course of the following 3.5 years, we developed 1.4 million square feet of office space (88% leased), a 205 key Embassy Suites hotel (last year it was the highest leased) and 126,000 square feet of retail (100% leased). During this same time, Houston, along with The Woodlands, was booming and $461 million and, at stabilization, it will generate NOI of $51 million, or an 11% unlevered return on our costs. It is worth noting that the The combination of our three business segments in our MPCs land on which we developed Hughes Landing was originally slated provides us with a number of competitive advantages, including to be sold to a home builder for approximately $40 million. a large influence over price and product through our dominant ownership in undeveloped land and buildings in these communities, Hughes Landing demonstrates how we and operating teams have enabled us to assemble one of the are able to accelerate development planning, development, construction, capital markets, marketing, returns during strong economic cycles. business where the greatest opportunities exist.Subsequent to the development of Hughes Landing, oil prices declined from over $100 per barrel to less than $30 per barrel, developments, generating $170 million in NOI and a 9.6% return of our portfolio in The Woodlands is a good example of how our market value, of the $1.8 billion, we only invested approximately downturns. Following the sharp drop in oil prices, Houston’s Class-A to generate a 25.2% return on equity assuming a 5.5% cost of debt. square feet in 2016 and 1.5 million square feet in 2017. Vacancy land and exclusive of condominium development as well as projects submarkets by more than $10 per square foot, or approximately positive absorption of approximately 325,000 square feet and 144,000 square feet, respectively, during those same years. Our average rental rates declined by less than 5% and our vacancy rates we did not have a single tenant default. $1.8 billion into our Combined, our MPCs span over 80,000 residential and commercial internal developments, and are home to a population of over 349,000 residents and generating $170 million differentiating each of our communities with a distinct environment in NOI and a 9.6% commercial development. These self-contained ecosystems return on cost. properties from competition and external economic pressures.

 

The total cost of Hughes Landing was $461 million and, at stabilization, it will generate NOI of $51 million, or an 11% unlevered return on our costs. Hughes Landing, The Woodlands The accolades speak for themselves. A select few are noted below: Summerlin Columbia The Woodlands Summerlin was ranked by RCLCO as the third highest-selling master planned community in the country in 2018, while Bridgeland and The Woodlands respectively ranked 18th and 42nd (Bridgeland was ranked 29th in 2017. The Woodlands ranked near the top of the list in the past when it still had large amounts of remaining lots). Bridgeland was recognized by the Texas Association of Builders as Developer of the Year for 2018. Columbia ranked first on Money magazine’s Best Places to Live in America in 2016. The Woodlands was named Trailblazer of the Year in 2018 by the Greater Houston Builders Association. In 2017, The Woodlands was rated the best city to live in Texas (and the sixth best city to live in the country). In 2017, Architectural Digest named Ward Village the “Best Planned Community in the U.S.” 2018 Letter To Shareholders 9 With over 7,100 residential acres of land remaining to be developed and sold across our portfolio, we have substantial untapped value and expect to generate significant future cash flows within our MPCs. In addition to the residential land, our MPC segment contains 3,384 acres designated for commercial development or sale to non-competing users such as hospitals.

 

The tax cuts passed in late 2017 made states with no state income tax, like Texas and Nevada, even more desirable places to live owing to changes in how state income taxes can be deducted. As a result, we expect the demographics in our Houston MPC’s and Summerlin to improve as people continue to move from higher tax states to those markets with no state income taxes. While our MPC’s are somewhat insulated from the broader economic cycles due to the control we can exert in our markets, we have experienced some volatility in our Houston MPCs with energy prices. Fortunately, it appears that a recovery is underway in Houston, which could enable us to accelerate our commercial development at The Woodlands and Bridgeland in our Strategic Developments segment. Howard Hughes was one of the great American entrepreneurs of the 20th century. Inspired by our namesake, our aspiration is to create a company for the ages that becomes synonymous with place making and vibrant communities. By further igniting our virtuous cycle and remaining committed to our business plan, we expect to continue creating a thriving and enduring enterprise that will stand the test of time. David R. Weinreb Chief Executive Officer 2018 Letter To Shareholders 10

 

Reconciliation to Non-GAAP Measures Reconciliation of Net Operating Income to Earning Before Taxes - Operating Assets For the year ended December 31, Total NOI Company's share NOI - Equity Investees Distributions from Summerlin Hospital Investment Total Operating Assets Dispositions and Redevelopment NOI Total Operatings Assets NOI - Consolidated Straight-line rent amortization Early extinguishment of debt Depreciation and amortization Provision for impairment Write-off of lease intangibles and other Other (expense) income, net Equity in earnings (loss) from Real Estate Affiliates Interest expense (income), net Less partners' share of Operating Assets EBT Total Operatings Assets segment EBT $ 173,273 (3,948) (3,435) (524) 165,366 12,756 - (113,576) - 130 (7,005) 1,529 (71,551) - $ 157,010 (4,401) (3,383) 690 149,916 7,999 - (122,421) - (575) (315) 3,267 (61,584) - $ 140,248 (5,069) (2,616) - 132,563 10,689 - (86,313) (35,734) (25) 4,601 2,802 (50,427) - $ 118,530 (3,204) (1,747) - 113,579 7,391 - (89,075) $ 71,147 (1,488) (1,649) - 68,010 1,064 - (49,272) $ 51,233 (1,533) (2,503) - 47,197 1,759 - (31,427) $ 61,102 (2,783) (2,376) - 55,943 (736) - (23,318) $ 55,153 (3,926) (3,894) - 47,333 918 (11,305) (20,309) $ 48,624 (1,599) - - 47,025 183 - (23,461) (80,924) - - (338) (17,183) 2,157 $ $ $ $ $ $ $ $ $ (671) 524 1,883 (31,111) - (2,216) - 2,025 (16,930) - (2,884) - 3,893 (19,011) - - - 3,683 (16,104) - - - 3,926 (12,775) 425 $ (12,351) $ (23,713) $ (21,844) $ 2,520 $ 2,681 $ (473) $ 19,468 $ 8,213 $ (72,541) Reconciliation of Net Operating Income to Earning Before Taxes - Consolidated For the year ended December 31, Operating Assets segment EBT MPC segment EBT Strategic Developments segment EBT Consolidated segment EBT Corporate expenses and other items Net income Net (income) loss attributable to noncontrolling interests Net income attributable to common stockholders $ (12,351) 202,955 91,786 $ (23,713) 190,351 186,517 $ (21,844) 179,481 325,277 $ 2,520 114,366 114,177 $ 2,681 221,181 61,493 $ (473) 130,978 27,459 $ 19,468 91,937 (1,700) $ 8,213 50,712 3,272 $ (72,541) (382,874) (26,456) 282,390 353,155 482,914 231,063 285,355 157,964 109,705 62,197 (481,871) 224,664 186,532 280,588 104,344 308,875 231,659 237,248 (86,273) (412,641) 57,726 166,623 202,326 126,719 (23,520) (73,695) (127,543) 148,470 (69,230) (714) 1,781 (23) - (11) (95) (745) (1,290) (201) $ 57,012 $ 168,404 $ 202,303 $ 126,719 $ (23,531) $ (73,790) $ (128,288) $ 147,180 $ (69,431) 2018 Letter To Shareholders 11 2018 2017 2016 2015 2014 2013 2012 2011 2010 2018 2017 2016 2015 2014 2013 2012 2011 2010

 

Discovery is the one sensation that will always feel new no matter how many times we feel it. The Light Garden, Ward Village 12 2018 Letter To Shareholders

 

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