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): August 04, 2021
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices)
Registrant’s telephone number, including area code: (281) 719-6100
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol(s) | Name of each exchange on which registered: | |||||||||||||||
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:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (§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 ☐
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. ☐
Item 2.02 Results of Operations and Financial Condition
On August 4, 2021, The Howard Hughes Corporation (the “Company”) issued a press release announcing the Company’s financial results for the second quarter ended June 30, 2021. A copy of this press release is attached hereto as Exhibit 99.1.
The information contained in this Current Report on Form 8-K pursuant to this “Item 2.02 Results of Operations and Financial Condition” 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.
Item 7.01 Regulation FD Disclosure.
On August 4, 2021, the Company issued supplemental information for the second quarter ended June 30, 2021. The supplemental information contains key information about the Company. The supplemental information is attached hereto as Exhibit 99.2 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 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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: August 4, 2021
Exhibit 99.1
The Howard Hughes Corporation® Reports Second Quarter 2021 Results
Robust financial results highlighted by strong improvement in Operating Asset NOI,
continued growth of MPC EBT, and elevated condo sales at Ward Village®
HOUSTON, August 4, 2021 – The Howard Hughes Corporation® (NYSE: HHC) (the “Company,” “HHC” or “we”) announced today operating results for the second quarter ended June 30, 2021. The financial statements, exhibits and reconciliations of non-GAAP measures in the attached Appendix and the Supplemental Information at Exhibit 99.2 provide further detail of these results.
“The second quarter represented another period of strong financial performance at The Howard Hughes Corporation. All of our business segments have now either surpassed or are closely approaching pre-pandemic levels, which is a testament to our dedicated employees, irreplaceable assets and highly sought-after communities. As we turn our attention to the future, we are well positioned to capture this continued momentum as we capitalize on the post-pandemic shifts in residential and commercial real estate trends,” commented David R. O’Reilly, Chief Executive Officer of The Howard Hughes Corporation.
“Net operating income (NOI)(1) in our Operating Assets segment grew for the third consecutive quarter, representing a 44% increase from the lows of the third quarter of 2020. These results were highlighted by improvements within retail, hospitality and the Las Vegas Ballpark, all of which demonstrate the continued recovery in the assets most impacted by the pandemic.
“In our master planned community (MPC) segment, superpad sales and earnings from our Summit joint venture in Summerlin® drove earnings before taxes (EBT)(1) higher by 66% to $70 million compared to the same period last year. Similarly, new home sales increased 23% over the same period as the demand for housing in our communities has remained strong.
“Demand at Ward Village® continues to surpass expectations with ninety-one units contracted in the first half of 2021 despite travel restrictions to Hawai’i. The pace of condo sales has remained vigorous with 86% of the units already pre-sold in our three towers currently under construction.
“At the Seaport, we experienced an increase in event bookings and elevated restaurant activity following the easement of most COVID-related restrictions. On The Rooftop at Pier 17®, we began hosting a wide variety of events including our summer concert series, which was on hiatus last year as a result of the pandemic. Additionally, we opened five restaurants during the quarter, two of which were new concepts at Pier 17 by acclaimed chef Andrew Carmellini: Carne Mare and Mister Dips. Our growing set of culinary offerings continue to transform the Seaport into one of the premier dining destinations in all of Manhattan.”
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Second Quarter 2021 Highlights
Total Company
–Strong performance displayed broadly across all business segments with net income increasing to $4.8 million, or $0.09 per diluted share, in the quarter, compared to a net loss of $34.1 million, or $(0.61) per diluted share, in the prior year period.
–Our strong financial performance included Operating Asset NOI of $57.9 million, a $17.0 million improvement; MPC EBT of $69.8 million, a $27.6 million increase; and contracted to sell forty-five condominiums, a 246.2% increase, all compared to the prior year period, which contributed towards meaningful growth in net asset value to the benefit of our stockholders.
–Maintained a fortress balance sheet with $1.2 billion of liquidity and limited near term debt maturities as of quarter end.
Operating Assets
–Total Operating Assets NOI, including contribution from equity investments, totaled $57.9 million in the quarter, a 19.6% increase compared to $48.4 million in the prior quarter, and a 41.7% increase compared to $40.8 million in the prior year period.
–Retail NOI increased 23.3% sequentially to $14.8 million due to improving rent collections of 79.7% and strong leasing activity primarily in Downtown Summerlin® and Ward Village.
–Hospitality NOI increased substantially to $2.7 million from the prior quarter, primarily due to an increase in the volume of leisure travelers during the early summer months, resulting in an overall occupancy increase of nearly nine percentage points to 45.3%.
–The Las Vegas Ballpark generated $3.1 million of NOI during the quarter as the Las Vegas Aviators began the minor league baseball season. This compares to a $1.1 million loss in the prior year period when the impacts of COVID-19 resulted in the cancellation of the entire minor league baseball season.
–Multi-family NOI increased 29.2% to $7.4 million compared to the prior quarter due to faster than expected lease-up in our latest developments.
–Office NOI increased 1.7% sequentially to $26.3 million as strong leasing activity more than offset tenant expirations experienced in the prior quarter, and we expect to capitalize on continued leasing momentum in the second half of 2021.
MPC
–MPC EBT totaled $69.8 million in the quarter, a 10.2% increase compared to $63.4 million in the prior quarter, and a 65.5% increase compared to $42.2 million in the prior year period.
–Our strong quarterly results were driven primarily by the closing of three superpads and robust earnings from our Summit joint venture in Summerlin.
–The price per acre of residential land across all our communities increased 4.9% year-to-date to $618 thousand per acre compared to $589 thousand per acre in the prior year period.
–New home sales, a leading indicator of future land sales, continued to move higher, with 687 homes sold in our MPCs during the quarter, a 22.9% increase compared to the prior year period.
Strategic Developments
–We continued to experience strong condominium sales at Ward Village, evidenced by the forty-five condominium units we contracted to sell during the quarter, which increased 246.2% compared to the prior year period.
–Our three towers under construction—‘A’ali’i, Kō'ula, and Victoria Place—are 86.4% presold as of quarter end.
–Victoria Place, which began construction in February 2021, accounted for twenty-eight of the units contracted during the quarter and was 93.4% presold as of quarter end.
–We closed on the final unit at Anaha®, totaling $12.9 million in net revenue, resulting in Anaha being completely sold out.
–We commenced construction on 1700 Pavilion and Tanager Echo in Summerlin. Total development costs are estimated to be $120.4 million for 1700 Pavilion and $81.6 million for Tanager Echo, with a 7% expected stabilized yield for both properties.
–We completed the sale of Monarch City for $51.4 million, resulting in net proceeds of $49.9 million, which increased the total proceeds from non-core asset sales to $263.7 million since the fourth quarter of 2019.
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Seaport
–The Seaport reported a $4.4 million loss in NOI in the quarter, which remained flat compared to the prior quarter, and decreased 18.1% compared to a $3.7 million loss in the prior-year period.
–Visitor volume has increased in conjunction with most of the COVID-related restrictions lifted in June, resulting in the relaunch of our summer concert series, with several shows scheduled through October, seven of which are already sold out.
–Restaurant activity has increased materially, with several restaurants at Pier 17 approaching or exceeding their stabilization targets based on sales per square foot, even with labor shortages hindering some locations from operating at full capacity.
–Seasonal events, community programming, and activations at the rooftop have increased foot traffic to the entire district and benefited our retail locations, restaurants, and sponsorship partners.
–We continued to advance our plans for the potential development at 250 Water Street after receiving the Landmarks Preservation Commission design approval, which presents a unique opportunity to transform the last available development site at the Seaport into a vibrant, mixed-use asset.
Conference Call & Webcast Information
The Howard Hughes Corporation will host its investor conference call on Thursday, August 5, 2021, at 9:00 a.m. Central Standard Time (10:00 a.m. Eastern Standard Time) to discuss second quarter 2021 results. To participate, please dial 1-877-883-0383 within the U.S., 1-877-885-0477 within Canada, or 1-412-902-6506 when dialing internationally. All participants should dial in at least five minutes prior to the scheduled start time, using 9284753 as the passcode. In addition to dial-in options, institutional and retail shareholders can participate by going to app.saytechnologies.com/howardhughes. Shareholders can email hello@saytechnologies.com for any support inquiries.
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We are primarily focused on creating shareholder value by increasing our per share net asset value. Often, the nature of our business results in short-term volatility in our net income due to the timing of MPC land sales, recognition of condominium revenue and operating business pre-opening expenses, and, as such, we believe the following metrics summarized below are most useful in tracking our progress towards net asset value creation.
| Six Months Ended June 30, | Three Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||
| $ in thousands | 2021 | 2020 | Change | % Change | 2021 | 2020 | Change | % Change | ||||||||||||||||||||||||||||||||||||
| Operating Assets NOI | (1) | |||||||||||||||||||||||||||||||||||||||||||
| Office | $ | 52,115 | $ | 62,241 | $ | (10,126) | (16) | % | $ | 26,283 | $ | 27,804 | $ | (1,521) | (5) | % | ||||||||||||||||||||||||||||
| Retail | 26,802 | 23,089 | 3,713 | 16 | % | 14,799 | 8,599 | 6,200 | 72 | % | ||||||||||||||||||||||||||||||||||
| Multi-family | 13,145 | 8,362 | 4,783 | 57 | % | 7,410 | 3,815 | 3,595 | 94 | % | ||||||||||||||||||||||||||||||||||
| Hospitality | 2,574 | 2,537 | 37 | 1 | % | 2,721 | (1,844) | 4,565 | 248 | % | ||||||||||||||||||||||||||||||||||
| Other | 5,791 | 674 | 5,117 | 759 | % | 4,975 | 623 | 4,352 | 699 | % | ||||||||||||||||||||||||||||||||||
| Company's share NOI (a) | 5,830 | 7,797 | (1,967) | (25) | % | 1,690 | 1,836 | (146) | (8) | % | ||||||||||||||||||||||||||||||||||
| Total Operating Assets NOI | (b) | $ | 106,257 | $ | 104,700 | $ | 1,557 | 1 | % | $ | 57,878 | $ | 40,833 | $ | 17,045 | 42 | % | |||||||||||||||||||||||||||
| Projected stabilized NOI Operating Assets ($ in millions) | $ | 395.2 | $ | 362.3 | $ | 32.9 | 9 | % | ||||||||||||||||||||||||||||||||||||
| MPC | ||||||||||||||||||||||||||||||||||||||||||||
| Acres Sold - Residential | 148 | 148 | — | — | % | 94 | 91 | 3 | 3 | % | ||||||||||||||||||||||||||||||||||
| Acres Sold - Commercial | 26 | 16 | 10 | 61 | % | 8 | — | 8 | 100% | |||||||||||||||||||||||||||||||||||
| Price Per Acre - Residential | $ | 618 | $ | 589 | $ | 29 | 5 | % | $ | 603 | $ | 630 | $ | (27) | (4) | % | ||||||||||||||||||||||||||||
| Price Per Acre - Commercial | $ | 288 | $ | 131 | $ | 157 | 120 | % | $ | 651 | $ | — | $ | 651 | 100% | |||||||||||||||||||||||||||||
| MPC EBT | (1) | $ | 133,186 | $ | 86,308 | $ | 46,878 | 54 | % | $ | 69,831 | $ | 42,187 | $ | 27,644 | 66 | % | |||||||||||||||||||||||||||
| Seaport NOI | (1) | |||||||||||||||||||||||||||||||||||||||||||
| Landlord Operations - Historic District & Pier 17 | $ | (7,074) | $ | (3,472) | $ | (3,602) | (104) | % | $ | (3,834) | $ | (1,611) | $ | (2,223) | (138) | % | ||||||||||||||||||||||||||||
| Multi-family | 136 | 214 | (78) | (36) | % | 44 | 110 | (66) | (60) | % | ||||||||||||||||||||||||||||||||||
| Hospitality | — | (12) | 12 | 100 | % | — | (12) | 12 | 100 | % | ||||||||||||||||||||||||||||||||||
| Managed Businesses - Historic District & Pier 17 | (916) | (3,336) | 2,420 | 73 | % | (256) | (1,256) | 1,000 | 80 | % | ||||||||||||||||||||||||||||||||||
| Events, Sponsorships & Catering Business | (665) | (724) | 59 | 8 | % | (229) | (671) | 442 | 66 | % | ||||||||||||||||||||||||||||||||||
| Company's share NOI (a) | (282) | (681) | 399 | 59 | % | (147) | (305) | 158 | 52 | % | ||||||||||||||||||||||||||||||||||
| Total Seaport NOI | $ | (8,801) | $ | (8,011) | $ | (790) | (10) | % | $ | (4,422) | $ | (3,745) | $ | (677) | 18 | % | ||||||||||||||||||||||||||||
| Strategic Developments | ||||||||||||||||||||||||||||||||||||||||||||
| Condominium units contracted to sell (c) | 91 | 252 | (161) | (64) | % | 45 | 13 | 32 | 246 | % | ||||||||||||||||||||||||||||||||||
(a)Includes Company’s share of NOI from non-consolidated assets
(b)Excludes properties sold or in redevelopment
(c)Includes units at our buildings that are open or under construction as of June 30, 2021. Prior period activity excludes two purchaser defaults at Kō'ula in the second quarter of 2020. Additionally, as construction at Victoria Place began in February 2021, units under contract for the three and six months ended June 30, 2020, were adjusted to include units contracted at Victoria Place, which were previously excluded from this metric as construction had no yet commenced. This adjustment includes 11 units for the three months ended June 30, 2020, and 236 units for the six months ended June 30, 2020.
Financial Data
(1)See the accompanying appendix for a reconciliation of GAAP to non-GAAP financial measures and a statement indicating why management believes the non-GAAP financial measure provides useful information for investors.
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About The Howard Hughes Corporation®
The Howard Hughes Corporation owns, manages and develops commercial, residential and mixed-use real estate throughout the U.S. Its award-winning assets include the country’s preeminent portfolio of master planned communities, as well as operating properties and development opportunities including: the Seaport in New York; Downtown Columbia®, Maryland; The Woodlands®, The Woodlands Hills®, and Bridgeland® in the Greater Houston, Texas area; Summerlin®, Las Vegas; and Ward Village® in Honolulu, Hawai‘i. The Howard Hughes Corporation’s portfolio is strategically positioned to meet and accelerate development based on market demand, resulting in one of the strongest real estate platforms in the country. Dedicated to innovative place making, the Company is recognized for its ongoing commitment to design excellence and to the cultural life of its communities. The Howard Hughes Corporation is traded on the New York Stock Exchange as HHC. For additional information visit www.howardhughes.com.
The Howard Hughes Corporation has partnered with Say, the fintech startup reimagining shareholder communications, to allow investors to submit and upvote questions they would like to see addressed on the Company’s second quarter earnings call. Say verifies all shareholder positions and provides permission to participate on the August 5, 2021 call, during which the Company’s leadership will be answering top questions. Utilizing the Say platform, The Howard Hughes Corporation elevates its capabilities for responding to Company shareholders, making its investor relations Q&A more transparent and engaging.
Safe Harbor Statement
Certain statements contained in this press release may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical facts, including, among others, statements regarding the company’s future financial position, results or performance, are forward-looking statements. Those statements include statements regarding the intent, belief, or current expectations of the company, members of its management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “plan,” “project,” “realize,” “should,” “transform,” “will,” “would,” and other statements of similar expression. Forward-looking statements are not a guaranty of future performance and involve risks and uncertainties that actual results may differ materially from those contemplated by such forward-looking statements. Many of these factors are beyond the company’s abilities to control or predict. Some of the risks, uncertainties and other important factors that may affect future results or cause actual results to differ materially from those expressed or implied by forward-looking statements include: (i) the impact of the COVID-19 pandemic on the Company’s business, tenants and the economy in general, including the measures taken by governmental authorities to address it; (ii) general adverse economic and local real estate conditions; (iii) potential changes in the financial markets and interest rates; (iv) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business; (v) financing risks, such as the inability to obtain equity, debt or other sources of financing or refinancing on favorable terms, if at all; (vi) ability to compete effectively, including the potential impact of heightened competition for tenants and potential decreases in occupancy at our properties; (vii) ability to successfully dispose of non-core assets on favorable terms, if at all; (viii) ability to successfully identify, acquire, develop and/or manage properties on favorable terms and in accordance with applicable zoning and permitting laws; (ix) changes in governmental laws and regulations; (x) increases in operating costs, including construction cost increases as the result of trade disputes and tariffs on goods imported in the United States; (xi) lack of control over certain of the company’s properties due to the joint ownership of such property; (xii) impairment charges; (xiii) the effects of geopolitical instability and risks such as terrorist attacks and trade wars; (xiv) the effects of natural disasters, including floods, droughts, wind, tornadoes and hurricanes; (xv) the inherent risks related to disruption of information technology networks and related systems, including cyber security attacks; and (xvi) the ability to attract and retain key employees. The company refers you to the section entitled “Risk Factors” contained in the company's Annual Report on Form 10-K for the year ended December 31, 2020. Additional information concerning factors that could cause actual results to differ materially from those forward-looking statements is contained from time to time in the company's filings with the Securities and Exchange Commission. Copies of each filing may be obtained from the company or the Securities and Exchange Commission. The risks included here are not exhaustive and undue reliance should not be placed on any forward-looking statements, which are based on current expectations. All written and oral forward-looking statements attributable to the company, its management, or persons acting on their behalf are qualified in their entirety by these cautionary statements. Further, forward-looking statements speak only as of the date they are made, and the company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time unless otherwise required by law.
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Financial Presentation
As discussed throughout this release, we use certain non-GAAP performance measures, in addition to the required GAAP presentations, as we believe these measures improve the understanding of our operational results and make comparisons of operating results among peer companies more meaningful. We continually evaluate the usefulness, relevance, limitations and calculation of our reported non-GAAP performance measures to determine how best to provide relevant information to the public, and thus such reported measures could change. A non-GAAP financial measure used throughout this release is net operating income (NOI). We provide a more detailed discussion about this non-GAAP measure in our reconciliation of non-GAAP measures provided in the appendix in this earnings release.
Media Contact
The Howard Hughes Corporation
Cristina Carlson, 646-822-6910
Senior Vice President, Head of Corporate Communications
cristina.carlson@howardhughes.com
Investor Relations
The Howard Hughes Corporation
John Saxon, 281-929-7808
Investor Relations Associate
john.saxon@howardhughes.com
Correne S. Loeffler, 281-939-7787
Chief Financial Officer
correne.loeffler@howardhughes.com
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THE HOWARD HUGHES CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
| Six Months Ended June 30, | Three Months Ended June 30, | ||||||||||||||||||||||
| thousands except per share amounts | 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||
| REVENUES | |||||||||||||||||||||||
| Condominium rights and unit sales | $ | 50,028 | $ | 43 | $ | 12,861 | $ | — | |||||||||||||||
| Master Planned Communities land sales | 95,819 | 96,805 | 58,342 | 57,073 | |||||||||||||||||||
| Rental revenue | 174,375 | 171,450 | 88,476 | 78,706 | |||||||||||||||||||
| Other land, rental and property revenues | 64,632 | 46,344 | 41,389 | 11,447 | |||||||||||||||||||
| Builder price participation | 18,183 | 16,706 | 11,389 | 8,947 | |||||||||||||||||||
| Total revenues | 403,037 | 331,348 | 212,457 | 156,173 | |||||||||||||||||||
| EXPENSES | |||||||||||||||||||||||
| Condominium rights and unit cost of sales | 68,403 | 104,249 | 13,435 | 6,348 | |||||||||||||||||||
| Master Planned Communities cost of sales | 40,509 | 42,661 | 24,858 | 25,875 | |||||||||||||||||||
| Operating costs | 129,841 | 110,491 | 71,243 | 45,885 | |||||||||||||||||||
| Rental property real estate taxes | 27,707 | 28,777 | 13,716 | 15,199 | |||||||||||||||||||
| Provision for (recovery of) doubtful accounts | (2,098) | 3,567 | (1,520) | 1,866 | |||||||||||||||||||
| Demolition costs | 149 | — | 149 | — | |||||||||||||||||||
| Development-related marketing costs | 4,041 | 4,629 | 2,397 | 1,813 | |||||||||||||||||||
| General and administrative | 42,100 | 61,314 | 20,334 | 22,233 | |||||||||||||||||||
| Depreciation and amortization | 99,096 | 108,600 | 49,788 | 46,963 | |||||||||||||||||||
| Total expenses | 409,748 | 464,288 | 194,400 | 166,182 | |||||||||||||||||||
| OTHER | |||||||||||||||||||||||
| Provision for impairment | (13,068) | (48,738) | (13,068) | — | |||||||||||||||||||
| Gain (loss) on sale or disposal of real estate and other assets, net | 21,333 | 46,124 | 21,333 | 8,000 | |||||||||||||||||||
| Other income (loss), net | (10,971) | (2,077) | (663) | 1,607 | |||||||||||||||||||
| Total other | (2,706) | (4,691) | 7,602 | 9,607 | |||||||||||||||||||
| Operating income (loss) | (9,417) | (137,631) | 25,659 | (402) | |||||||||||||||||||
| Interest income | 72 | 1,550 | 31 | 404 | |||||||||||||||||||
| Interest expense | (65,649) | (66,845) | (31,439) | (32,397) | |||||||||||||||||||
| Gain (loss) on extinguishment of debt | (35,966) | — | (51) | — | |||||||||||||||||||
| Equity in earnings (losses) from real estate and other affiliates | 23,663 | 2,797 | 7,867 | (8,552) | |||||||||||||||||||
| Income (loss) before income taxes | (87,297) | (200,129) | 2,067 | (40,947) | |||||||||||||||||||
| Income tax expense (benefit) | (22,755) | (40,944) | (1,550) | (6,844) | |||||||||||||||||||
| Net income (loss) | (64,542) | (159,185) | 3,617 | (34,103) | |||||||||||||||||||
| Net (income) loss attributable to noncontrolling interests | 2,789 | (33) | 1,224 | 19 | |||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | (61,753) | $ | (159,218) | $ | 4,841 | $ | (34,084) | |||||||||||||||
| Basic income (loss) per share | $ | (1.11) | $ | (3.22) | $ | 0.09 | $ | (0.61) | |||||||||||||||
| Diluted income (loss) per share | $ | (1.11) | $ | (3.22) | $ | 0.09 | $ | (0.61) | |||||||||||||||
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THE HOWARD HUGHES CORPORATION
CONSOLIDATED BALANCE SHEETS
UNAUDITED
| thousands except par values and share amounts | June 30, 2021 | December 31, 2020 | |||||||||
| ASSETS | |||||||||||
| Investment in real estate: | |||||||||||
| Master Planned Communities assets | $ | 1,743,502 | $ | 1,687,519 | |||||||
| Buildings and equipment | 4,170,506 | 4,115,493 | |||||||||
| Less: accumulated depreciation | (721,275) | (634,064) | |||||||||
| Land | 365,725 | 363,447 | |||||||||
| Developments | 1,352,999 | 1,152,674 | |||||||||
| Net property and equipment | 6,911,457 | 6,685,069 | |||||||||
| Investment in real estate and other affiliates | 298,161 | 377,145 | |||||||||
| Net investment in real estate | 7,209,618 | 7,062,214 | |||||||||
| Net investment in lease receivable | 2,917 | 2,926 | |||||||||
| Cash and cash equivalents | 1,063,261 | 1,014,686 | |||||||||
| Restricted cash | 219,483 | 228,311 | |||||||||
| Accounts receivable, net | 81,503 | 66,726 | |||||||||
| Municipal Utility District receivables, net | 354,932 | 314,394 | |||||||||
| Notes receivable, net | 3,235 | 622 | |||||||||
| Deferred expenses, net | 111,491 | 112,097 | |||||||||
| Operating lease right-of-use assets, net | 54,566 | 56,255 | |||||||||
| Prepaid expenses and other assets, net | 208,063 | 282,101 | |||||||||
| Total assets | $ | 9,309,069 | $ | 9,140,332 | |||||||
| LIABILITIES | |||||||||||
| Mortgages, notes and loans payable, net | $ | 4,449,333 | $ | 4,287,369 | |||||||
| Operating lease obligations | 68,102 | 68,929 | |||||||||
| Deferred tax liabilities | 167,105 | 187,639 | |||||||||
| Accounts payable and accrued expenses | 925,845 | 852,258 | |||||||||
| Total liabilities | 5,610,385 | 5,396,195 | |||||||||
| Redeemable noncontrolling interest | 26,781 | 29,114 | |||||||||
| EQUITY | |||||||||||
| Preferred stock: $.01 par value; 50,000,000 shares authorized, none issued | — | — | |||||||||
| Common stock: $0.01 par value; 150,000,000 shares authorized, 56,196,818 issued and 55,126,260 outstanding as of June 30, 2021, 56,042,814 shares issued and 54,972,256 outstanding as of December 31, 2020 | 563 | 562 | |||||||||
| Additional paid-in capital | 3,955,162 | 3,947,278 | |||||||||
| Accumulated deficit | (134,309) | (72,556) | |||||||||
| Accumulated other comprehensive loss | (27,754) | (38,590) | |||||||||
| Treasury stock, at cost, 1,070,558 shares as of June 30, 2021, and 1,070,558 shares as of December 31, 2020 | (122,091) | (122,091) | |||||||||
| Total stockholders' equity | 3,671,571 | 3,714,603 | |||||||||
| Noncontrolling interests | 332 | 420 | |||||||||
| Total equity | 3,671,903 | 3,715,023 | |||||||||
| Total liabilities and equity | 9,309,069 | 9,140,332 | |||||||||
8
Appendix – Reconciliation of Non-GAAP Measures
For the Three and Six Months Ended June 30, 2021 and 2020
Below are GAAP to non-GAAP reconciliations of certain financial measures, as required under Regulation G of the Securities Exchange Act of 1934. Non-GAAP information should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP. The non-GAAP financial information presented may be determined or calculated differently by other companies and may not be comparable to similarly titled measures.
As a result of our four segments—Operating Assets, Master Planned Communities (MPC), Seaport and Strategic Developments—being managed separately, we use different operating measures to assess operating results and allocate resources among these four segments. The one common operating measure used to assess operating results for our business segments is earnings before tax (EBT). EBT, as it relates to each business segment, represents the revenues less expenses of each segment, including interest income, interest expense and equity in earnings of real estate and other affiliates. EBT excludes corporate expenses and other items that are not allocable to the segments. We present EBT because we use this measure, among others, internally to assess the core operating performance of our assets. However, segment EBT should not be considered as an alternative to GAAP net income.
| Six Months Ended June 30, | Three Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| thousands | 2021 | 2020 | $ Change | 2021 | 2020 | $ Change | |||||||||||||||||||||||||||||
| Operating Assets Segment EBT | |||||||||||||||||||||||||||||||||||
| Total revenues (a) | $ | 209,861 | $ | 198,534 | $ | 11,327 | $ | 113,422 | $ | 84,277 | $ | 29,145 | |||||||||||||||||||||||
| Total operating expenses (b) | (100,425) | (94,462) | (5,963) | (53,191) | (42,222) | (10,969) | |||||||||||||||||||||||||||||
| Segment operating income (loss) | 109,436 | 104,072 | 5,364 | 60,231 | 42,055 | 18,176 | |||||||||||||||||||||||||||||
| Depreciation and amortization | (79,626) | (74,084) | (5,542) | (39,975) | (36,995) | (2,980) | |||||||||||||||||||||||||||||
| Interest income (expense), net | (37,152) | (49,296) | 12,144 | (18,152) | (23,103) | 4,951 | |||||||||||||||||||||||||||||
| Other income (loss), net | (10,254) | 167 | (10,421) | (156) | 226 | (382) | |||||||||||||||||||||||||||||
| Equity in earnings (losses) from real estate and other affiliates | (21,823) | 4,869 | (26,692) | (10,419) | 475 | (10,894) | |||||||||||||||||||||||||||||
| Gain (loss) on sale or disposal of real estate and other assets, net | — | 38,124 | (38,124) | — | — | — | |||||||||||||||||||||||||||||
| Gain (loss) on extinguishment of debt | (882) | — | (882) | (46) | — | (46) | |||||||||||||||||||||||||||||
| Provision for impairment | — | (48,738) | 48,738 | — | — | — | |||||||||||||||||||||||||||||
| Operating Assets segment EBT | (40,301) | (24,886) | (15,415) | (8,517) | (17,342) | 8,825 | |||||||||||||||||||||||||||||
| Master Planned Communities Segment EBT | |||||||||||||||||||||||||||||||||||
| Total revenues | 122,865 | 119,359 | 3,506 | 74,578 | 68,913 | 5,665 | |||||||||||||||||||||||||||||
| Total operating expenses | (57,172) | (55,692) | (1,480) | (33,905) | (31,970) | (1,935) | |||||||||||||||||||||||||||||
| Segment operating income (loss) | 65,693 | 63,667 | 2,026 | 40,673 | 36,943 | 3,730 | |||||||||||||||||||||||||||||
| Depreciation and amortization | (170) | (182) | 12 | (98) | (91) | (7) | |||||||||||||||||||||||||||||
| Interest income (expense), net | 21,372 | 16,857 | 4,515 | 10,615 | 8,303 | 2,312 | |||||||||||||||||||||||||||||
| Equity in earnings (losses) from real estate and other affiliates | 46,291 | 5,966 | 40,325 | 18,641 | (2,968) | 21,609 | |||||||||||||||||||||||||||||
| MPC segment EBT | 133,186 | 86,308 | 46,878 | 69,831 | 42,187 | 27,644 | |||||||||||||||||||||||||||||
Seaport Segment EBT | |||||||||||||||||||||||||||||||||||
| Total revenues | 18,351 | 11,966 | 6,385 | 10,898 | 2,272 | 8,626 | |||||||||||||||||||||||||||||
| Total operating expenses | (28,502) | (22,775) | (5,727) | (15,996) | (8,464) | (7,532) | |||||||||||||||||||||||||||||
| Segment operating income (loss) | (10,151) | (10,809) | 658 | (5,098) | (6,192) | 1,094 | |||||||||||||||||||||||||||||
| Depreciation and amortization | (13,839) | (27,651) | 13,812 | (7,004) | (6,776) | (228) | |||||||||||||||||||||||||||||
| Interest income (expense), net | 289 | (9,679) | 9,968 | 187 | (4,626) | 4,813 | |||||||||||||||||||||||||||||
| Other income (loss), net | (954) | (3,777) | 2,823 | (618) | (409) | (209) | |||||||||||||||||||||||||||||
| Equity in earnings (losses) from real estate and other affiliates | (688) | (8,676) | 7,988 | (336) | (6,633) | 6,297 | |||||||||||||||||||||||||||||
| Seaport segment EBT | (25,343) | (60,592) | 35,249 | (12,869) | (24,636) | 11,767 | |||||||||||||||||||||||||||||
9
| Six Months Ended June 30, | Three Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| thousands | 2021 | 2020 | $ Change | 2021 | 2020 | $ Change | |||||||||||||||||||||||||||||
| Strategic Developments Segment EBT | |||||||||||||||||||||||||||||||||||
| Total revenues | 51,766 | 1,384 | 50,382 | 13,466 | 624 | 12,842 | |||||||||||||||||||||||||||||
| Total operating expenses | (78,263) | (116,816) | 38,553 | (18,640) | (12,517) | (6,123) | |||||||||||||||||||||||||||||
| Segment operating income (loss) | (26,497) | (115,432) | 88,935 | (5,174) | (11,893) | 6,719 | |||||||||||||||||||||||||||||
| Depreciation and amortization | (3,195) | (3,411) | 216 | (1,597) | (1,650) | 53 | |||||||||||||||||||||||||||||
| Interest income (expense), net | 1,760 | 2,988 | (1,228) | 659 | 1,057 | (398) | |||||||||||||||||||||||||||||
| Other income (loss), net | 14 | 1,293 | (1,279) | 14 | 1,668 | (1,654) | |||||||||||||||||||||||||||||
| Equity in earnings (losses) from real estate and other affiliates | (117) | 638 | (755) | (19) | 574 | (593) | |||||||||||||||||||||||||||||
| Gain (loss) on sale or disposal of real estate and other assets, net | 21,333 | 8,000 | 13,333 | 21,333 | 8,000 | 13,333 | |||||||||||||||||||||||||||||
| Provision for impairment | (13,068) | — | (13,068) | (13,068) | — | (13,068) | |||||||||||||||||||||||||||||
| Strategic Developments EBT | (19,770) | (105,924) | 86,154 | 2,148 | (2,244) | 4,392 | |||||||||||||||||||||||||||||
| Consolidated Segment EBT | |||||||||||||||||||||||||||||||||||
| Total revenues | 402,843 | 331,243 | 71,600 | 212,364 | 156,086 | 56,278 | |||||||||||||||||||||||||||||
| Total operating expenses | (264,362) | (289,745) | 25,383 | (121,732) | (95,173) | (26,559) | |||||||||||||||||||||||||||||
| Segment operating income (loss) | 138,481 | 41,498 | 96,983 | 90,632 | 60,913 | 29,719 | |||||||||||||||||||||||||||||
| Depreciation and amortization | (96,830) | (105,328) | 8,498 | (48,674) | (45,512) | (3,162) | |||||||||||||||||||||||||||||
| Interest income (expense), net | (13,731) | (39,130) | 25,399 | (6,691) | (18,369) | 11,678 | |||||||||||||||||||||||||||||
| Other income (loss), net | (11,194) | (2,317) | (8,877) | (760) | 1,485 | (2,245) | |||||||||||||||||||||||||||||
| Equity in earnings (losses) from real estate and other affiliates | 23,663 | 2,797 | 20,866 | 7,867 | (8,552) | 16,419 | |||||||||||||||||||||||||||||
| Gain (loss) on sale or disposal of real estate and other assets, net | 21,333 | 46,124 | (24,791) | 21,333 | 8,000 | 13,333 | |||||||||||||||||||||||||||||
| Gain (loss) on extinguishment of debt | (882) | — | (882) | (46) | — | (46) | |||||||||||||||||||||||||||||
| Provision for impairment | (13,068) | (48,738) | 35,670 | (13,068) | — | (13,068) | |||||||||||||||||||||||||||||
| Consolidated segment EBT | 47,772 | (105,094) | 152,866 | 50,593 | (2,035) | 52,628 | |||||||||||||||||||||||||||||
| Corporate income, expenses and other items | (112,314) | (54,091) | (58,223) | (46,976) | (32,068) | (14,908) | |||||||||||||||||||||||||||||
| Net income (loss) | (64,542) | (159,185) | 94,643 | 3,617 | (34,103) | 37,720 | |||||||||||||||||||||||||||||
| Net (income) loss attributable to noncontrolling interests | 2,789 | (33) | 2,822 | 1,224 | 19 | 1,205 | |||||||||||||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | (61,753) | $ | (159,218) | $ | 97,465 | $ | 4,841 | $ | (34,084) | $ | 38,925 | |||||||||||||||||||||||
(a)Total revenues includes hospitality revenues of $21.6 million for the six months ended June 30, 2021, $19.8 million for the six months ended June 30, 2020, $13.9 million for the three months ended June 30, 2021, and $2.5 million for the three months ended June 30, 2020.
(b)Total operating expenses includes hospitality operating costs of $18.9 million for the six months ended June 30, 2021, $17.2 million for the six months ended June 30, 2020, $11.0 million for the three months ended June 30, 2021, and $4.4 million for the three months ended June 30, 2020.
10
NOI
We believe that NOI is a useful supplemental measure of the performance of our Operating Assets and Seaport portfolio 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 revenue) less operating expenses (real estate taxes, repairs and maintenance, marketing and other property expenses, including our share of NOI from equity investees). NOI excludes straight-line rents and amortization of tenant incentives, net; interest expense, net; ground rent amortization, demolition costs; other income (loss); amortization; depreciation; development-related marketing cost; gain on sale or disposal of real estate and other assets, net; provision for impairment and equity in earnings from real estate and other affiliates. All management fees have been eliminated for all internally-managed properties. We use NOI to evaluate our operating performance on a property-by-property basis because NOI allows us to evaluate the impact that property-specific factors such as lease structure, lease rates and tenant base have on our operating results, gross margins and investment returns. Variances between years in NOI typically result from changes in rental rates, occupancy, tenant mix and operating expenses. Although we believe that NOI provides useful information to investors about the performance of our Operating Assets and Seaport assets, due to the exclusions noted above, NOI should only be used as an additional measure of the financial performance of the assets of this segment of our business and not as an alternative to GAAP Net income (loss). For reference, and as an aid in understanding our computation of NOI, a reconciliation of segment EBT to NOI for Operating Assets and Seaport has been presented in the tables below.
| Six Months Ended June 30, | Three Months Ended June 30, | ||||||||||||||||||||||
| thousands | 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||
| Total Operating Assets segment EBT (a) | $ | (40,301) | $ | (24,886) | $ | (8,517) | $ | (17,342) | |||||||||||||||
| Add back: | |||||||||||||||||||||||
| Depreciation and amortization | 79,626 | 74,084 | 39,975 | 36,995 | |||||||||||||||||||
| Interest (income) expense, net | 37,152 | 49,296 | 18,152 | 23,103 | |||||||||||||||||||
| Equity in (earnings) losses from real estate and other affiliates | 21,823 | (4,869) | 10,419 | (475) | |||||||||||||||||||
| (Gain) loss on sale or disposal of real estate and other assets, net | — | (38,124) | — | — | |||||||||||||||||||
| (Gain) loss on extinguishment of debt | 882 | — | 46 | — | |||||||||||||||||||
| Provision for impairment | — | 48,738 | — | — | |||||||||||||||||||
| Impact of straight-line rent | (9,094) | (6,351) | (3,987) | (3,248) | |||||||||||||||||||
| Other | 10,239 | 54 | 100 | (119) | |||||||||||||||||||
| Total Operating Assets NOI - Consolidated | 100,327 | 97,942 | 56,188 | 38,914 | |||||||||||||||||||
| Redevelopments | |||||||||||||||||||||||
| 110 North Wacker (b) | — | 11 | — | 10 | |||||||||||||||||||
| Total Operating Asset Redevelopments NOI | — | 11 | — | 10 | |||||||||||||||||||
| Dispositions | |||||||||||||||||||||||
| 100 Fellowship Drive | — | (1,050) | — | 73 | |||||||||||||||||||
| Elk Grove | 100 | — | — | — | |||||||||||||||||||
| Total Operating Asset Dispositions NOI | 100 | (1,050) | — | 73 | |||||||||||||||||||
| Consolidated Operating Assets NOI excluding properties sold or in redevelopment | 100,427 | 96,903 | 56,188 | 38,997 | |||||||||||||||||||
| Company's Share NOI - Equity Investees (b) | 2,075 | 4,073 | 1,690 | 1,836 | |||||||||||||||||||
| Distributions from Summerlin Hospital Investment | 3,755 | 3,724 | — | — | |||||||||||||||||||
| Total Operating Assets NOI | $ | 106,257 | $ | 104,700 | $ | 57,878 | $ | 40,833 | |||||||||||||||
(a)Segment EBT excludes corporate expenses and other items that are not allocable to the segments.
(b)During the third quarter of 2020, 110 North Wacker was completed and placed in service, resulting in the deconsolidation of 110 North Wacker and subsequent treatment as an equity method investment. The Company's share of NOI related to 110 North Wacker is calculated using our stated ownership of 23% and does not include the impact of the partnership distribution waterfall.
11
| Six Months Ended June 30, | Three Months Ended June 30, | ||||||||||||||||||||||
| thousands | 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||
| Total Seaport segment EBT (a) | $ | (25,343) | $ | (60,592) | $ | (12,869) | $ | (24,636) | |||||||||||||||
| Add back: | |||||||||||||||||||||||
| Depreciation and amortization | 13,839 | 27,651 | 7,004 | 6,776 | |||||||||||||||||||
| Interest (income) expense, net | (289) | 9,679 | (187) | 4,626 | |||||||||||||||||||
| Equity in (earnings) losses from real estate and other affiliates | 688 | 8,676 | 336 | 6,633 | |||||||||||||||||||
| Impact of straight-line rent | 867 | 1,333 | 463 | 1,208 | |||||||||||||||||||
| Other (income) loss, net (b) | 1,719 | 5,923 | 978 | 1,953 | |||||||||||||||||||
| Total Seaport NOI - Consolidated | (8,519) | (7,330) | (4,275) | (3,440) | |||||||||||||||||||
| Company's Share NOI - Equity Investees | (282) | (681) | (147) | (305) | |||||||||||||||||||
| Total Seaport NOI | $ | (8,801) | $ | (8,011) | $ | (4,422) | $ | (3,745) | |||||||||||||||
(a)Segment EBT excludes corporate expenses and other items that are not allocable to the segments.
(b)Includes miscellaneous development-related items as well as the loss related to the write-off of inventory due to the permanent closure of 10 Corso Como Retail and Café in the first quarter of 2020.
12
The Howard Hughes Corporation, 9950 Woodloch Forest Drive, Suite 1100, The Woodlands, TX 77380 HowardHughes.com 281.719.6100 Supplemental Information Three Months Ended June 30, 2021 NYSE: HHC Seaport New York, NY Exhibit 99.2 The Woodlands Towers at the Waterway The Woodlands, TX 6100 Merriweather Columbia, MD
HowardHughes.com 281.719.6100 2 Cautionary StatementsCautionary Statements Forward Looking Statements This presentation includes forward-looking statements. Forward-looking statements give our current expectations relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to current or historical facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “forecast,” “plan,” “intend,” "believe," “likely,” “may,” “realize,” “should,” “transform,” “would” and other statements of similar expression. Forward-looking statements give our expectations about the future and are not guarantees. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements to materially differ from any future results, performance and achievements expressed or implied by such forward-looking statements. We caution you not to rely on these forward-looking statements. For a discussion of the risk factors that could have an impact on these forward-looking statements, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission (SEC) on February 25, 2021. The statements made herein speak only as of the date of this presentation, and we do not undertake to update this information except as required by law. Past performance does not guarantee future results. Performance during time periods shown is limited and may not reflect the performance for the full year or future years, or in different economic and market cycles. Non-GAAP Financial Measures Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP); however, we use certain non-GAAP performance measures in this presentation, in addition to GAAP measures, as we believe these measures improve the understanding of our operational results and make comparisons of operating results among peer companies more meaningful. Management continually evaluates the usefulness, relevance, limitations and calculation of our reported non-GAAP performance measures to determine how best to provide relevant information to the public, and thus such reported measures could change. The non-GAAP financial measures used in this presentation are funds from operations (FFO), core funds from operations (Core FFO), adjusted funds from operations (AFFO) and net operating income (NOI). FFO is defined by the National Association of Real Estate Investment Trusts (NAREIT) as net income calculated in accordance with GAAP, excluding gains or losses from real estate dispositions, plus real estate depreciation and amortization and impairment charges (which we believe are not indicative of the performance of our operating portfolio). We calculate FFO in accordance with NAREIT’s definition. Since FFO excludes depreciation and amortization, gains and losses from depreciable property dispositions, and impairments, it can provide a performance measure that, when compared year over year, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, acquisition, development activities and financing costs. This provides a perspective of our financial performance not immediately apparent from net income determined in accordance with GAAP. Core FFO is calculated by adjusting FFO to exclude the impact of certain non-cash and/or nonrecurring income and expense items, as set forth in the calculation herein. These items can vary greatly from period to period, depending upon the volume of our acquisition activity and debt retirements, among other factors. We believe that by excluding these items, Core FFO serves as a useful, supplementary measure of the ongoing operating performance of the core operations across all segments, and we believe it is used by investors in a similar manner. Finally, AFFO adjusts our Core FFO operating measure to deduct cash expended on recurring tenant improvements and capital expenditures of a routine nature to present an adjusted measure of Core FFO. Core FFO and AFFO are non-GAAP and non-standardized measures and may be calculated differently by other peer companies. We define NOI as operating revenues (rental income, tenant recoveries and other revenue) less operating expenses (real estate taxes, repairs and maintenance, marketing and other property expenses,), plus our share of NOI from equity investees. NOI excludes straight-line rents and amortization of tenant incentives, net interest expense, ground rent amortization, demolition costs, amortization, depreciation, development-related marketing costs, gain on sale or disposal of real estate and other assets, net, provision for impairment, 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 which vary by property, such as lease structure, lease rates and tenant bases, have on our operating results, gross margins and investment returns. We believe that NOI is a useful supplemental measure of the performance of our Operating Assets and Seaport segments 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. While FFO, Core FFO, AFFO and NOI are relevant and widely used measures of operating performance of real estate companies, they do not represent cash flows from operations or net income as defined by GAAP and should not be considered an alternative to those measures in evaluating our liquidity or operating performance. FFO, Core FFO, AFFO and NOI do not purport to be indicative of cash available to fund our future cash requirements. Further, our computations of FFO, Core FFO, AFFO and NOI may not be comparable to FFO, Core FFO, AFFO and NOI reported by other real estate companies. We have included in this presentation a reconciliation from GAAP net income to FFO, Core FFO and AFFO, as well as reconciliations of our GAAP Operating Assets segment earnings before taxes (EBT) to NOI and Seaport segment EBT to NOI. Non-GAAP financial measures should not be considered independently, or as a substitute, for financial information presented in accordance with GAAP. Additional Information Our website address is www.howardhughes.com. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other publicly filed or furnished documents are available and may be accessed free of charge through the “Investors” section of our website under the "SEC Filings" subsection, as soon as reasonably practicable after those documents are filed with, or furnished to, the SEC. Also available through the Investors section of our website are beneficial ownership reports filed by our directors, officers and certain shareholders on Forms 3, 4 and 5.
HowardHughes.com 281.719.6100 3 Table of Contents Table of Contents FINANCIAL OVERVIEW OPERATING PORTFOLIO PERFORMANCE OTHER PORTFOLIO METRICS Company Profile 4 NOI by Region 11 Ward Village - Sold Out Condominiums 18 Financial Summary 6 Stabilized Properties 13 Ward Village - Condominiums Remaining to be Sold 19 Balance Sheets 8 Unstabilized Properties 15 Summary of Remaining Development Costs 20 Statements of Operations 9 Under Construction Properties 16 Portfolio Key Metrics 21 Income Reconciliations 10 Seaport Operating Performance 17 MPC Portfolio 22 MPC Land 23 Lease Expirations 24 Acquisitions / Dispositions 25 Other/Non-core Assets 26 Debt Summary 27 Property-Level Debt 28 Ground Leases 30 Impact of COVID-19 31 Definitions 32 Reconciliations of Non-GAAP Measures 33
HowardHughes.com 281.719.6100 4 ‘A‘ali‘i 11% Kō'ula 27% Victoria Place 62% Bridgeland 17% Summerlin 82% Woodlands/Woodlands Hills 1% Recent Company Highlights HOUSTON, April 8, 2021 (PRNewswire) - The Howard Hughes Corporation (HHC) announced that Correne Loeffler has been appointed to serve as the company's Chief Financial Officer, effective April 19, 2021. Ms. Loeffler succeeds David O'Reilly as the company's CFO, a position that he has held since joining HHC in 2016 and has continued to hold on an interim basis since being appointed HHC's Chief Executive Officer in December 2020. LAS VEGAS, June 10, 2021 (PRNewswire) - The Howard Hughes Corporation, developer of the Summerlin® master planned community (MPC) and its 400-acre Downtown Summerlin®, has broken ground on two new projects that reflect the growing demand for Summerlin's acclaimed live-work-play lifestyle. 1700 Pavilion, a new 10-story, Class-A office building, and Tanager Echo, the 295-unit, second phase of the Tanager luxury apartment complex, continue the evolution of Downtown Summerlin as the community's walkable urban core. Company Overview - Q2 2021 Exchange / Ticker NYSE: HHC Share Price - June 30, 2021 $ 97.46 Diluted Earnings / Share $ 0.09 FFO / Diluted Share $ 0.91 Core FFO / Diluted Share $ 0.95 AFFO / Diluted Share $ 0.86 Company Profile - Summary & Results Operating Portfolio by Region Company Profile - Summary & Results Q2 '21 MPC EBT $69.8M Q2 '21 Condo sales 45 units Q2 2021 MPC EBT Q2 2021 Condo Units Contracted Bridgeland $ 11.6 ‘A‘ali‘i 5 Columbia (0.2) Kō'ula 12 Summerlin 57.6 Victoria Place 28 Woodlands/Woodlands Hills 0.8 Total 45 Total $ 69.8 Q2 2021 MPC & Condominium Results $ in millions
HowardHughes.com 281.719.6100 5 Office 28% Multi-family 66% Retail 6% Office 54% Multi-family 44% Retail 2% Office 46% Multi-family 21% Retail 20% Hotel 7% Other 6% Office 45% Multi-family 13% Retail 25% Hotel 10% Other 8% Office 59% Multi-family 37% Retail 4% Currently Under Construction Currently Unstabilized Currently Stabilized Total $ in millions $ in millions $ in millions $ in millions Company Profile - Summary & Results (cont'd)Company Profile - Summary & Results (con't) Projected Stabilized NOI $70.0M Projected Stabilized NOI $295.3M Q2 '21 Under Construction NOI $0.0M Projected Stabilized NOI $395.2M Office 49% Multi-family 12% Retail 25% Hotel 5% Other 9% Office 44% Multi-family 16% Retail 25% Hotel 5% Other 10% Path to Projected Annual Stabilized NOI charts exclude Seaport NOI, units, and square footage until we have greater clarity with respect to the performance of our tenants. See page 17 for Seaport NOI and other project information. See page 32 for definitions of Under Construction, Unstabilized,Stabilized and Net Operating Income (NOI). Q2 '21 Stabilized NOI $58.2M Q2 '21 Unstabilized NOI $(0.3)M Q2 '21 Total NOI $57.9M Projected Stabilized NOI $29.9M Retail & Office S.F. 400,768 Retail & Office S.F. 2,958,377 Retail & Office S.F. 7,963,051 Retail & Office S.F. 11,322,196 Multi-family Units 1,124 Multi-family Units 1,291 Multi-family Units 2,909 Multi-family Units 5,324 Hotel Keys — Hotel Keys — Hotel Keys 909 Hotel Keys 909 Other S.F. / Units — / — Other S.F. / Units — / — Other S.F. / Units 135,801 / 1,357 Other S.F. / Units 135,801 / 1,357 Projected Stabilized NOI $ 29.9 Projected Stabilized NOI $ 70.0 Projected Stabilized NOI $ 295.3 Projected Stabilized NOI $ 395.2 Q2 2021 Path to Projected Annual Stabilized NOI Currently Under Construction Currently Unstabilized Currently Stabilized Total $ in millions $ in millions $ in millions $ in millions Q2 2021 Operating Results by Property Type
HowardHughes.com 281.719.6100 6 $ in thousands except share price and billions Q2 2021 Q1 2021 Q4 2020 Q3 2020 Q2 2020 YTD Q2 2021 YTD Q2 2020 Company Profile Share price (a) $ 97.46 $ 95.13 $ 78.93 $ 57.60 $ 51.95 $ 97.46 $ 51.95 Market Capitalization (b) $5.4b $5.2b $4.3b $3.2b $2.9b $5.4b $2.9b Enterprise Value (c) $8.8b $8.7b $7.6b $6.5b $6.5b $8.8b $6.5b Weighted avg. shares - basic 55,704 55,678 55,571 55,542 55,530 55,691 49,455 Weighted avg. shares - diluted 55,757 55,678 55,571 55,585 55,530 55,691 49,455 Total diluted share equivalents outstanding (a) 55,130 55,119 54,999 54,922 54,931 55,130 54,931 Debt Summary Total debt payable (d) $ 4,494,183 $ 4,439,522 $ 4,320,166 $ 4,253,595 $ 4,439,153 $ 4,494,183 $ 4,439,153 Fixed-rate debt $ 2,726,121 $ 2,672,304 $ 2,374,822 $ 2,387,189 $ 1,902,175 $ 2,726,121 $ 1,902,175 Weighted avg. rate - fixed 4.51 % 4.54 % 5.07 % 5.12 % 5.06 % 4.51 % 5.06 % Variable-rate debt, excluding condominium financing $ 1,444,733 $ 1,467,039 $ 1,725,461 $ 1,686,979 $ 2,411,620 $ 1,444,733 $ 2,411,620 Weighted avg. rate - variable 3.54 % 3.54 % 3.41 % 3.52 % 3.44 % 3.54 % 3.44 % Condominium debt outstanding at end of period $ 323,328 $ 300,179 $ 219,883 $ 179,427 $ 125,358 $ 323,328 $ 125,358 Weighted avg. rate - condominium financing 4.06 % 4.04 % 3.82 % 3.21 % 3.22 % 4.06 % 3.22 % Leverage ratio (debt to enterprise value) 50.79 % 50.73 % 56.31 % 64.66 % 67.61 % 50.79 % 67.58 % Financial SummaryFinancial Summary (a) Presented as of period end date. (b) Market capitalization = Closing share price as of the last trading day of the respective period times total diluted share equivalents outstanding as of the date presented. (c) Enterprise Value = Market capitalization + book value of debt + noncontrolling interest - cash and equivalents. (d) Represents total mortgages, notes and loans payable, as stated in our GAAP financial statements as of the respective date, excluding unamortized deferred financing costs and bond issuance costs.
HowardHughes.com 281.719.6100 7 Financial SummaryFinancial Summary (con't) (a) Operating Assets NOI = Operating Assets NOI excluding properties sold or in redevelopment + the Howard Hughes Corporation's (the Company or HHC) share of equity method investments NOI and the annual distribution from our cost basis investment. Prior periods have been adjusted to be consistent with current period presentation. (b) Expenses include both actual and estimated future costs of sales allocated on a relative sales value to land parcels sold, including Master Planned Communities (MPC)-level G&A and real estate taxes on remaining residential and commercial land. (c) MPC Segment EBT (Earnings before tax, as discussed in our GAAP financial statements), includes negative interest expense relating to capitalized interest for the segment on debt held in other segments and at corporate. (d) Seaport NOI = Seaport NOI excluding properties sold or in redevelopment + Company's share of equity method investments NOI. (e) Excludes a $97.9 million charge for the estimated costs related to construction defects at the Waiea tower in the first quarter of 2020 and excludes an additional $20.5 million charge related to the same construction defects in the first quarter of 2021. The Company expects to recover all the repair costs from the general contractor, other responsible parties and insurance proceeds. (f) As a result of significantly lower available inventory, we closed on 5 condos during the first quarter of 2021, 1 condo during the second quarter of 2021, and no condominium units during 2020. However, as highlighted on pages 18 and 19 of this presentation, overall progress at our condominium projects remains strong. $ in thousands Q2 2021 Q1 2021 Q4 2020 Q3 2020 Q2 2020 YTD Q2 2021 YTD Q2 2020 Earnings Profile Operating Assets Segment Income Revenues $ 109,364 $ 91,603 $ 87,916 $ 83,430 $ 81,004 $ 200,967 $ 192,174 Expenses (53,176) (47,364) (42,166) (47,508) (42,007) (100,540) (95,271) Company's Share NOI - Equity investees 1,690 4,140 1,362 2,315 1,836 5,830 7,797 Operating Assets NOI (a) $ 57,878 $ 48,379 $ 47,112 $ 38,237 $ 40,833 $ 106,257 $ 104,700 Avg. NOI margin 53% 53% 54% 46% 50% 53% 54% MPC Segment Earnings Total revenues $ 74,578 $ 48,287 $ 112,436 $ 52,158 $ 68,913 $ 122,865 $ 119,359 Total expenses (b) (34,003) (23,339) (49,938) (23,150) (32,061) (57,342) (55,874) Interest (expense) income, net (c) 10,615 10,757 10,554 9,176 8,303 21,372 16,857 Equity in earnings in real estate and other affiliates 18,641 27,650 13,442 (1,563) (2,968) 46,291 5,966 MPC Segment EBT (c) $ 69,831 $ 63,355 $ 86,494 $ 36,621 $ 42,187 $ 133,186 $ 86,308 Seaport Segment Income Revenues $ 10,202 $ 6,897 $ 6,969 $ 4,214 $ 2,653 $ 17,099 $ 11,389 Expenses (14,477) (11,141) (10,014) (10,313) (6,093) (25,618) (18,719) Company's share NOI - equity investees (147) (135) (124) (106) (305) (282) (681) Seaport NOI (d) $ (4,422) $ (4,379) $ (3,169) $ (6,205) $ (3,745) $ (8,801) $ (8,011) Avg. NOI margin (43%) (63%) (45%) (147%) (141%) (51%) (70%) Condo Gross Profit Condominium rights and unit sales $ 12,861 $ 37,167 $ 958 $ 142 $ — $ 50,028 $ 43 Adjusted condominium rights and unit cost of sales (e) (13,435) (34,472) (2,893) (1,087) (6,348) (47,907) (6,309) Condo adjusted gross profit (f) $ (574) $ 2,695 $ (1,935) $ (945) $ (6,348) $ 2,121 $ (6,266)
HowardHughes.com 281.719.6100 8 thousands except par values and share amounts June 30, 2021 December 31, 2020 ASSETS Unaudited Unaudited Investment in real estate: Master Planned Communities assets $ 1,743,502 $ 1,687,519 Buildings and equipment 4,170,506 4,115,493 Less: accumulated depreciation (721,275) (634,064) Land 365,725 363,447 Developments 1,352,999 1,152,674 Net property and equipment 6,911,457 6,685,069 Investment in real estate and other affiliates 298,161 377,145 Net investment in real estate 7,209,618 7,062,214 Net investment in lease receivable 2,917 2,926 Cash and cash equivalents 1,063,261 1,014,686 Restricted cash 219,483 228,311 Accounts receivable, net 81,503 66,726 Municipal Utility District receivables, net 354,932 314,394 Notes receivable, net 3,235 622 Deferred expenses, net 111,491 112,097 Operating lease right-of-use assets, net 54,566 56,255 Prepaid expenses and other assets, net 208,063 282,101 Total assets $ 9,309,069 $ 9,140,332 LIABILITIES Mortgages, notes and loans payable, net $ 4,449,333 $ 4,287,369 Operating lease obligations 68,102 68,929 Deferred tax liabilities 167,105 187,639 Accounts payable and accrued expenses 925,845 852,258 Total liabilities 5,610,385 5,396,195 Redeemable noncontrolling interest 26,781 29,114 EQUITY Preferred stock: $.01 par value; 50,000,000 shares authorized, none issued — — Common stock: $0.01 par value; 150,000,000 shares authorized, 56,196,818 issued and 55,126,260 outstanding as of June 30, 2021, 56,042,814 shares issued and 54,972,256 outstanding as of December 31, 2020 563 562 Additional paid-in capital 3,955,162 3,947,278 Accumulated deficit (134,309) (72,556) Accumulated other comprehensive loss (27,754) (38,590) Treasury stock, at cost, 1,070,558 shares as of June 30, 2021, and 1,070,558 shares as of December 31, 2020 (122,091) (122,091) Total stockholders' equity 3,671,571 3,714,603 Noncontrolling interests 332 420 Total equity 3,671,903 3,715,023 Total liabilities and equity $ 9,309,069 $ 9,140,332 Share Count Details (thousands) Shares outstanding at end of period (including restricted stock) 55,126 54,972 Dilutive effect of stock options (a) 4 27 Total diluted share equivalents outstanding 55,130 54,999 Balance Sheets (a) Stock options assume net share settlement calculated for the period presented.
HowardHughes.com 281.719.6100 9 Comparative Statements of Operations: Total PortfolioStatements of Operations thousands except per share amounts Q2 2021 Q2 2020 FY 2021 FY 2020 REVENUES Unaudited Unaudited Unaudited Unaudited Condominium rights and unit sales $ 12,861 $ — $ 50,028 $ 43 Master Planned Communities land sales 58,342 57,073 95,819 96,805 Rental revenue 88,476 78,706 174,375 171,450 Other land, rental and property revenues 41,389 11,447 64,632 46,344 Builder price participation 11,389 8,947 18,183 16,706 Total revenues 212,457 156,173 403,037 331,348 EXPENSES Condominium rights and unit cost of sales 13,435 6,348 68,403 104,249 Master Planned Communities cost of sales 24,858 25,875 40,509 42,661 Operating costs 71,243 45,885 129,841 110,491 Rental property real estate taxes 13,716 15,199 27,707 28,777 Provision for (recovery of) doubtful accounts (1,520) 1,866 (2,098) 3,567 Demolition costs 149 — 149 — Development-related marketing costs 2,397 1,813 4,041 4,629 General and administrative 20,334 22,233 42,100 61,314 Depreciation and amortization 49,788 46,963 99,096 108,600 Total expenses 194,400 166,182 409,748 464,288 OTHER Provision for impairment (13,068) — (13,068) (48,738) Gain (loss) on sale or disposal of real estate and other assets, net 21,333 8,000 21,333 46,124 Other income (loss), net (663) 1,607 (10,971) (2,077) Total other 7,602 9,607 (2,706) (4,691) Operating income (loss) 25,659 (402) (9,417) (137,631) Interest income 31 404 72 1,550 Interest expense (31,439) (32,397) (65,649) (66,845) Gain (loss) on extinguishment of debt (51) — (35,966) — Equity in earnings (losses) from real estate and other affiliates 7,867 (8,552) 23,663 2,797 Income (loss) before income taxes 2,067 (40,947) (87,297) (200,129) Income tax expense (benefit) (1,550) (6,844) (22,755) (40,944) Net income (loss) 3,617 (34,103) (64,542) (159,185) Net (income) loss attributable to noncontrolling interests 1,224 19 2,789 (33) Net income (loss) attributable to common stockholders $ 4,841 $ (34,084) $ (61,753) $ (159,218) Basic income (loss) per share $ 0.09 $ (0.61) $ (1.11) $ (3.22) Diluted income (loss) per share $ 0.09 $ (0.61) $ (1.11) $ (3.22)
HowardHughes.com 281.719.6100 10 thousands except share amounts Q2 2021 Q2 2020 YTD Q2 2021 YTD Q2 2020 RECONCILIATIONS OF NET INCOME TO FFO Unaudited Unaudited Unaudited Unaudited Net income attributable to common shareholders $ 4,841 $ (34,084) $ (61,753) $ (159,218) Adjustments to arrive at FFO: Segment real estate related depreciation and amortization 48,674 45,512 96,830 105,328 (Gain) loss on sale or disposal of real estate and other assets, net (21,333) (8,000) (21,333) (46,124) Income tax expense adjustments: Gain on sale or disposal of real estate and other assets, net 4,608 1,680 4,608 9,686 Impairment of depreciable real estate properties 13,068 — 13,068 48,738 Reconciling items related to noncontrolling interests (1,224) (19) (2,789) 33 Our share of the above reconciling items included in earnings from unconsolidated joint ventures 2,368 7,053 4,847 8,200 FFO $ 51,002 $ 12,142 $ 33,478 $ (33,357) Adjustments to arrive at Core FFO: (Gain) loss on extinguishment of debt 51 — 35,966 — Loss on settlement of rate-lock agreement — — 9,995 — Severance expenses 243 (841) 607 1,637 Non-real estate related depreciation and amortization 1,114 1,451 2,266 3,272 Straight-line amortization (3,514) (2,029) (8,206) (4,996) Deferred income tax (expense) benefit (1,962) (7,076) (23,581) (41,701) Non-cash fair value adjustments related to hedging instruments 3,041 3,227 6,014 4,320 Share-based compensation 1,949 1,768 4,116 2,577 Other non-recurring expenses (development-related marketing and demolition costs) 2,546 1,813 4,190 4,629 Our share of the above reconciling items included in earnings from unconsolidated joint ventures (1,447) 52 (2,699) 144 Core FFO $ 53,023 $ 10,507 $ 62,146 $ (63,475) Adjustments to arrive at AFFO: Tenant and capital improvements $ (3,184) $ (1,971) $ (6,463) $ (5,560) Leasing commissions (1,883) (1,314) (2,173) (2,236) Condominium inventory writedown — 5,078 — 5,078 AFFO $ 47,956 $ 12,300 $ 53,510 $ (66,193) FFO per diluted share value $ 0.91 $ 0.22 $ 0.60 $ (0.67) Core FFO per diluted share value $ 0.95 $ 0.19 $ 1.12 $ (1.28) AFFO per diluted share value $ 0.86 $ 0.22 $ 0.96 $ (1.34) Reconciliations of Net Income to FFO, Core FFO and AFFO
HowardHughes.com 281.719.6100 11 NOI by Region, excluding Seaport in thousands except Sq. Ft. and units Property % Ownership (a) Total Q2 2021 Occupied (#) Q2 2021 Leased (#) Q2 2021 Occupied (%) Q2 2021 Leased (%) Q2 2021 Annualized NOI (b) Stabilized NOI (c) Time to Stabilize (Years)Sq. Ft. Units Sq. Ft. Units Sq. Ft. Units Sq. Ft. Units Sq. Ft. Units Stabilized Properties Office - Houston 100 % 3,373,048 — 2,995,738 — 3,000,399 — 89 % — % 89 % — % $ 80,295 $ 91,814 — Office - Columbia 100 % 1,387,445 — 1,193,130 — 1,198,166 — 86 % — % 86 % — % 22,956 25,815 — Office - Summerlin 100 % 532,428 — 528,021 — 530,266 — 99 % — % 100 % — % 14,378 14,386 — Retail - Houston 100 % 420,527 — 350,050 — 367,684 — 83 % — % 87 % — % 10,369 13,381 — Retail - Columbia 100 % 89,199 — 89,199 — 89,199 — 100 % — % 100 % — % 2,311 2,312 — Retail - Hawaii 100 % 1,031,983 — 920,799 — 946,574 — 89 % — % 92 % — % 13,573 24,600 — Retail - Summerlin 100 % 799,214 — 737,372 — 768,022 — 92 % — % 96 % — % 22,484 26,301 — Retail - Other 100 % 264,619 — 226,579 — 237,841 — 86 % — % 90 % — % 2,265 6,500 — Multi-Family - Houston (d) 100 % 22,971 1,701 17,322 1,602 17,322 1,650 75 % 94 % 75 % 97 % 15,455 23,675 — Multi-Family - Columbia (d) 50 % 41,617 817 39,497 783 39,497 783 95 % 96 % 95 % 96 % 6,860 7,140 — Multi-Family - Summerlin (d) 100 % — 391 — 375 — 391 — % 96 % — % 100 % 6,563 7,050 — Hospitality - Houston (e) 100 % — 909 — 412 — — — % 45 % — % — % 2,964 28,900 — Self-Storage - Houston 100 % — 1,357 — 1,305 — 1,318 — % 96 % — % 97 % 913 913 — Other - Summerlin 100 % — — — — — — — % — % — % — % 12,365 12,415 — Other Assets (f) Various 135,801 — 135,801 — 135,801 — 100 % — % 100 % — % 9,553 10,093 — Total Stabilized Properties (g) $ 223,304 $ 295,295 — Unstabilized Properties Office - Houston 100 % 595,617 — 173,248 — 192,002 — 29 % — % 32 % — % $ (1,933) $ 17,900 2.0 Office - Columbia 100 % 319,002 — 203,436 — 203,436 — 64 % — % 64 % — % 206 9,200 2.0 Office - Other 23 % 1,491,651 — 914,981 — 1,196,729 — 61 % — % 80 % — % (560) 14,421 2.0 Retail - Columbia 100 % 10,700 — — — 10,700 — — % — % 100 % — % (2) 400 1.0 Retail - Houston 100 % 72,977 — 51,412 — 51,412 — 70 % — % 70 % — % 413 2,200 1.0 Multi-Family - Houston (d) 100 % 11,448 909 6,146 413 8,610 532 54 % 45 % 75 % 59 % 4,055 16,726 2.3 Multi-Family - Columbia (d) 100 % 56,683 382 4,070 330 13,970 363 7 % 86 % 25 % 95 % 4,091 9,162 2.0 Total Unstabilized Properties $ 6,270 $ 70,009 1.9
HowardHughes.com 281.719.6100 12 NOI by RegionNOI by Region, excluding Seaport (con't) in thousands except Sq. Ft. and units Property % Ownership (a) Total Q2 2021 Occupied (#) Q2 2021 Leased (#) Q2 2021 Occupied (%) Q2 2021 Leased (%) Q2 2021 Annualized NOI (b) Stabilized NOI (c) Time to Stabilize (Years)Sq. Ft. Units Sq. Ft. Units Sq. Ft. Units Sq. Ft. Units Sq. Ft. Units Under Construction Properties Office - Summerlin 100 % 267,000 — — — — — — % — % — % — % n/a 8,374 3.0 Retail - Hawaii 100 % 48,357 — — — 1,688 — — % — % 3 % — % n/a $ 1,918 1.7 Multi-Family - Houston (d) 100 % — 358 — — — — — % — % — % — % n/a 4,360 3.0 Multi-Family - Summerlin (d) 100 % — 294 — — — — — % — % — % — % n/a 5,899 3.0 Multi-Family - Columbia (d) 100 % 32,411 472 — — — — — % — % — % — % n/a 9,325 5.0 Total Under Construction Properties n/a $ 29,876 3.5 Total/ Wtd. Avg. for Portfolio $ 229,574 $ 395,180 2.8 (a) Includes our share of NOI for our joint ventures. (b) To better reflect the full-year performance of the properties, the impacts of certain prior period accruals and adjustments included in Q2 2021 NOI were not annualized. Annualized Q2 2021 NOI also includes distribution received from cost method investment in Q1 2020. For purposes of this calculation, this one time annual distribution is not annualized. (c) Table above excludes Seaport NOI, units, and square feet until we have greater clarity with respect to the performance of our tenants. See page 17 for Seaport Est. stabilized yield and other project information. (d) Multi-Family square feet represent ground floor retail whereas multi-family units represent residential units for rent. (e) Hospitality percentage occupied is the average for Q2 2021. As a result of COVID-19, occupancy levels rose throughout 2020 but remained lower than levels achieved prior to the pandemic. However, with the gradual return of leisure travel in the first half of 2021, we have continued to see occupancy levels rise at all of our properties. (f) Other assets are primarily made up of our share of equity method investments not included in other categories. These assets can be found on page 14 of this presentation. (g) For Stabilized Properties, the difference between Annualized NOI and Stabilized NOI is attributable to a number of factors which may include temporary abatements, deferrals or lost revenue due to COVID-19 restrictions, timing of lease turnovers, free rent and other market factors.
HowardHughes.com 281.719.6100 13 in thousands except Sq. Ft. and units Property Location % Ownership Rentable Sq. Ft. Q2 2021 % Occ. Q2 2021 % Leased Annualized Q2 2021 NOI (a)(b) Est. Stabilized NOI (a) Office One Hughes Landing Houston, TX 100 % 197,719 96 % 96 % $ 4,827 $ 5,900 Two Hughes Landing Houston, TX 100 % 197,714 69 % 69 % 3,649 6,000 Three Hughes Landing Houston, TX 100 % 320,815 89 % 89 % 7,937 8,200 1725 Hughes Landing Boulevard Houston, TX 100 % 331,176 63 % 64 % 5,374 6,900 1735 Hughes Landing Boulevard Houston, TX 100 % 318,170 100 % 100 % 8,176 8,200 2201 Lake Woodlands Drive Houston, TX 100 % 24,119 100 % 100 % 337 500 Lakefront North Houston, TX 100 % 258,058 82 % 82 % 4,204 6,458 8770 New Trails Houston, TX 100 % 180,000 100 % 100 % 2,718 4,400 9303 New Trails Houston, TX 100 % 97,967 75 % 75 % 1,632 1,800 3831 Technology Forest Drive Houston, TX 100 % 95,078 100 % 100 % 2,463 2,600 3 Waterway Square Houston, TX 100 % 232,021 87 % 87 % 5,833 6,500 4 Waterway Square Houston, TX 100 % 218,551 100 % 100 % 6,528 6,856 1201 Lake Robbins Tower (c) Houston, TX 100 % 805,993 100 % 100 % 26,243 26,000 1400 Woodloch Forest Houston, TX 100 % 95,667 48 % 51 % 374 1,500 10 - 70 Columbia Corporate Center Columbia, MD 100 % 897,792 83 % 82 % 13,951 14,331 Columbia Office Properties Columbia, MD 100 % 62,038 53 % 66 % 284 1,402 One Mall North Columbia, MD 100 % 96,977 97 % 97 % 1,546 1,947 One Merriweather Columbia, MD 100 % 206,622 100 % 100 % 5,034 5,035 Two Merriweather Columbia, MD 100 % 124,016 93 % 93 % 2,141 3,100 Aristocrat Las Vegas, NV 100 % 181,534 100 % 100 % 4,342 4,350 One Summerlin Las Vegas, NV 100 % 206,279 98 % 99 % 6,101 6,101 Two Summerlin Las Vegas, NV 100 % 144,615 100 % 100 % 3,935 3,935 Total Office 5,292,921 $ 117,629 $ 132,015 Retail Creekside Village Green Houston, TX 100 % 74,670 81 % 85 % $ 1,224 $ 2,097 Hughes Landing Retail Houston, TX 100 % 125,798 85 % 89 % 3,516 4,375 1701 Lake Robbins Houston, TX 100 % 12,376 100 % 100 % 654 654 Lake Woodlands Crossing Retail Houston, TX 100 % 60,261 85 % 85 % 1,140 1,668 Lakeland Village Center at Bridgeland Houston, TX 100 % 67,947 68 % 73 % 1,237 1,700 20/25 Waterway Avenue Houston, TX 100 % 50,062 98 % 98 % 2,016 2,017 Waterway Garage Retail Houston, TX 100 % 21,513 78 % 100 % 328 600 2000 Woodlands Parkway Houston, TX 100 % 7,900 100 % 100 % 254 270 Columbia Regional Building Columbia, MD 100 % 89,199 100 % 100 % 2,311 2,312 Ward Village Retail Honolulu, HI 100 % 1,031,983 89 % 92 % 13,573 24,600 Downtown Summerlin (d) Las Vegas, NV 100 % 799,214 92 % 96 % 22,484 26,301 Outlet Collection at Riverwalk New Orleans, LA 100 % 264,619 86 % 90 % 2,265 6,500 Total Retail 2,605,542 $ 51,002 $ 73,094 Stabilized PropertiesStabilized Properties - Operating Assets Segment
HowardHughes.com 281.719.6100 14 in thousands except Sq. Ft. and units Q2 2021 %Occ.(e) Q2 2021 % Leased (e) Property Location % Ownership Rentable Sq. Ft. Units Rentable Sq. Ft. Units Rentable Sq. Ft. Units Annualized Q2 2021 NOI (a) (b) Est. Stabilized NOI (a) Multi-family Creekside Park Apartments Houston, TX 100 % — 292 n/a 97 % n/a 99 % $ 2,302 $ 3,500 Lakeside Row Houston, TX 100 % — 312 n/a 97 % n/a 99 % 2,430 3,875 Millennium Six Pines Apartments Houston, TX 100 % — 314 n/a 96 % n/a 100 % 2,899 4,500 Millennium Waterway Apartments Houston, TX 100 % — 393 n/a 95 % n/a 98 % 2,579 4,600 One Lakes Edge Houston, TX 100 % 22,971 390 75 % 87 % 75 % 91 % 5,245 7,200 The Metropolitan Downtown Columbia Columbia, MD 50 % 13,591 380 84 % 94 % 84 % 94 % 3,100 3,132 m.flats/TEN.M Columbia, MD 50 % 28,026 437 100 % 98 % 100 % 98 % 3,760 4,008 Constellation Apartments Las Vegas, NV 100 % — 124 n/a 98 % n/a 100 % 1,964 2,200 Tanager Apartments Las Vegas, NV 100 % — 267 n/a 95 % n/a 100 % 4,599 4,850 Total Multi-family (f) 64,588 2,909 $ 28,878 $ 37,865 Hotel Embassy Suites at Hughes Landing (g) Houston, TX 100 % — 205 n/a 68 % n/a n/a $ 1,811 $ 5,600 The Westin at The Woodlands (g) Houston, TX 100 % — 302 n/a 49 % n/a n/a 786 9,600 The Woodlands Resort (g) Houston, TX 100 % — 402 n/a 31 % n/a n/a 367 13,700 Total Hotel — 909 $ 2,964 $ 28,900 Other Hughes Landing Daycare Houston, TX 100 % 10,000 — 100 % — % 100 % — % $ 281 $ 281 The Woodlands Warehouse Houston, TX 100 % 125,801 — 100 % — % 100 % — % 1,515 1,516 HHC 242 Self-Storage Houston, TX 100 % — 629 n/a 95 % n/a 96 % 457 457 HHC 2978 Self-Storage Houston, TX 100 % — 728 n/a 97 % n/a 98 % 456 456 Woodlands Sarofim #1 Houston, TX 20 % n/a n/a n/a n/a n/a n/a 204 250 Stewart Title of Montgomery County, TX Houston, TX 50 % n/a n/a n/a n/a n/a n/a 1,936 1,900 The Woodlands Ground Leases Houston, TX 100 % n/a n/a n/a n/a n/a n/a 2,100 2,100 Kewalo Basin Harbor Honolulu, HI 100 % n/a n/a n/a n/a n/a n/a 1,585 1,586 Hockey Ground Lease Las Vegas, NV 100 % n/a n/a n/a n/a n/a n/a 530 560 Summerlin Hospital Medical Center Las Vegas, NV 5 % n/a n/a n/a n/a n/a n/a 3,755 3,755 Las Vegas Ballpark (h) Las Vegas, NV 100 % n/a n/a n/a n/a n/a n/a 8,080 8,100 Other Assets Various 100 % n/a n/a n/a n/a n/a n/a 1,932 2,460 Total Other 135,801 1,357 $ 22,831 $ 23,421 Total Stabilized $ 223,304 $ 295,295 (a) For Stabilized Properties, the difference between Annualized NOI and Stabilized NOI is attributable to a number of factors which may include temporary abatements, deferrals or lost revenue due to COVID-19 restrictions, timing of lease turnovers, free rent and other market factors. (b) To better reflect the full-year performance of the properties, the impacts of certain prior period accruals and adjustments included in Q2 2021 NOI were not annualized. (c) 1201 Lake Robbins Tower and 9950 Woodloch Forest Tower, are collectively known as The Woodlands Towers at the Waterway. 9950 Woodloch Forest Tower is an unstabilized property as of June 30, 2021. (d) Downtown Summerlin rentable sq. ft. excludes 381,767 sq. ft. of anchor space and 41,606 sq. ft. of office space. (e) With the exception of Hotel properties, Percentage Occupied and Percentage Leased are as of June 30, 2021. Each Hotel property Percentage Occupied is the average for Q2 2021. (f) Multi-Family square feet represent ground floor retail whereas multi-family units represent residential units for rent. (g) Annualized NOI for these properties are based on a trailing 12-month calculation due to seasonality of the respective businesses. (h) The Las Vegas Ballpark presentation is inclusive of the results from both the stadium operations and those of our wholly owned team, the Las Vegas Aviators. Annualized NOI is based on YTD performance. Stabilized Properties - Operating Assets Segment (con't)
HowardHughes.com 281.719.6100 15 Unstabilized Properties - Operating Assets Segment thousands except Sq. Ft. and units Q2 2021 %Occ.(a) Q2 2021 % Leased (a) Project Name Location % Ownership Rentable Sq. Ft. Units Rentable Sq. Ft. Units Rentable Sq. Ft. Units Develop. Costs Incurred Est. Total Cost (Excl. Land) Annualized Q2 2021 NOI Est. Stabilized NOI (b) Est. Stab. Date Est. Stab. Yield Office 9950 Woodloch Forest Tower (c)(d) Houston, TX 100 % 595,617 — 29 % n/a 32 % n/a $ 154,142 $ 210,571 $ (1,933) $ 17,900 2023 9 % 110 North Wacker (e) Chicago, IL 22.9 % 1,491,651 — 61 % n/a 80 % n/a 16,078 16,078 (560) 14,421 2023 8 % 6100 Merriweather Columbia, MD 100 % 319,002 — 64 % n/a 64 % n/a 110,507 138,221 206 9,200 2023 7 % Total Office 2,406,270 — $ 280,727 $ 364,870 $ (2,287) $ 41,521 Retail Creekside Park West Houston, TX 100 % 72,977 — 70 % n/a 70 % n/a $ 19,354 $ 20,777 $ 413 $ 2,200 2022 11 % Merriweather District Area 3 Standalone Restaurant Columbia, MD 100 % 10,700 — — % n/a 100 % n/a 5,932 6,530 (2) 400 2022 6 % Total Retail 83,677 — $ 25,286 $ 27,307 $ 411 $ 2,600 Multi-family Juniper Apartments Columbia, MD 100 % 56,683 382 7 % 86 % 25 % 95 % $ 100,004 $ 116,386 $ 4,091 $ 9,162 2023 8 % Creekside Park The Grove Houston, TX 100 % — 360 — % 8 % — % 21 % 44,722 57,472 (15) 4,697 2023 8 % The Lane at Waterway Houston, TX 100 % — 163 n/a 60 % n/a 84 % 39,824 45,033 380 3,500 2022 8 % Two Lakes Edge Houston, TX 100 % 11,448 386 54 % 74 % 75 % 83 % 99,651 107,706 3,690 8,529 2024 8 % Total Multi-family (f) 68,131 / 1,291 $ 284,201 $ 326,597 $ 8,146 $ 25,888 Total Unstabilized $ 590,214 $ 718,774 $ 6,270 $ 70,009 (a) Percentage Occupied and Percentage Leased are as of June 30, 2021. (b) Company estimates of stabilized NOI are based on current leasing velocity, excluding inflation and organic growth. (c) 9950 Woodloch Forest Tower development costs incurred and estimated total cost are inclusive of acquisition and tenant lease-up costs. (d) 1201 Lake Robbins Tower and 9950 Woodloch Forest Tower, are collectively known as The Woodlands Towers at the Waterway. 1201 Lake Robbins Tower is a stabilized property as of June 30, 2021, as Occidental Petroleum has leased 100% of the building through 2032. (e) The above represents only our membership interest and HHC’s total cash equity requirement. Est. Stabilized NOI Yield is based on the projected building NOI at stabilization and our percentage ownership of the equity capitalized of the projects. It does not include the impact of the partnership distribution waterfall. (f) Multi-Family square feet represent ground floor retail whereas multi-family units represent residential units for rent.
HowardHughes.com 281.719.6100 16 Under Construction PropertiesUnder Construction Projects - Strategic Developments Segment in thousands except Sq. Ft. and units (Owned & Managed) Project Name Location % Ownership Est. Rentable Sq. Ft. Percent Pre- Leased (a) Project Status Const. Start Date Est. Stabilized Date (b) Develop. Costs Incurred Est. Total Cost (Excl. Land) Est. Stabilized NOI Est. Stab. Yield Office 1700 Pavilion Las Vegas, NV 100 % 267,000 — Under Construction Q2 2021 2024 $ 5,827 $ 120,424 $ 8,374 7 % Total Office 267,000 $ 5,827 $ 120,424 $ 8,374 Retail ‘A‘ali‘i (c) Honolulu, HI 100 % 11,570 — % Under Construction Q4 2018 2022 $ — $ — $ 637 — % Kō'ula (c) Honolulu, HI 100 % 36,787 5 % Under Construction Q3 2019 2023 — — 1,281 — % Total Retail 48,357 $ — $ — $ 1,918 Project Name Location % Ownership # of Units Monthly Est. Rent Per Unit Project Status Const. Start Date Est. Stabilized Date (b) Develop. Costs Incurred Est. Total Cost (Excl. Land) Est. Stabilized NOI Est. Stab. Yield Multi-family Marlow Columbia, MD 100 % 472 $ 1,984 Under Construction Q1 2021 2026 $ 26,224 $ 130,490 $ 9,325 7 % Starling at Bridgeland Houston, TX 100 % 358 1,622 Under Construction Q4 2020 2024 7,173 58,072 4,360 8 % Tanager Echo Las Vegas, NV 100 % 294 2,148 Under Construction Q2 2021 2024 6,309 81,611 5,899 7 % Total Multi-family 1,124 $ 39,706 $ 270,173 $ 19,584 Total Under Construction $ 45,533 $ 390,597 $ 29,876 (a) Represents leases signed as of June 30, 2021, and is calculated as the total leased square feet divided by total leasable square feet, expressed as a percentage. (b) Represents management's estimate of the first quarter of operations in which the asset may be stabilized. (c) Condominium retail Develop. Cost Incurred and Est. Total Costs (Excl. Land) are combined with their respective condominium costs on page 18 and 19 of this supplement.
HowardHughes.com 281.719.6100 17 NOI by RegionSeaport Operating Performance Q2 2021 Landlord Operations (a) Managed Businesses (b) Events, Sponsorships & Catering Business (f) Q2 2021 Total$ in thousands Historic District & Pier 17 Multi-Family (c) Historic District & Pier 17 (d) Tin Building (e) Revenues Rental revenue (g) $ 1,648 $ 208 $ — $ — $ — $ 1,856 Tenant recoveries 300 — (11) — — 289 Other rental and property (expense) revenue — 1 6,764 — 1,292 8,057 Total Revenues 1,948 209 6,753 — 1,292 10,202 Expenses Other property operating costs (g) (5,782) (165) (7,156) — (1,521) (14,624) Total Expenses (5,782) (165) (7,156) — (1,521) (14,624) Net Operating (Loss) Income - Seaport (h) $ (3,834) $ 44 $ (403) $ — $ (229) $ (4,422) Project Status Unstabilized Stabilized Unstabilized Under Construction Unstabilized Rentable Sq. Ft. / Units Total Sq. Ft. / units 325,079 13,000 / 21 52,379 53,000 21,077 Leased Sq. Ft. / units (i) 139,515 — / 20 52,379 53,000 21,077 % Leased or occupied (i) 43 % — % / 95 % 100 % 100 % 100 % Development (j) Development costs incurred $ 547,327 $ — $ — $ 134,841 $ — $ 682,168 Estimated total costs (excl. land) $ 594,368 $ — $ — $ 194,613 $ — $ 788,981 (a) Landlord operations represents physical real estate developed and owned by HHC and leased to third parties. (b) Managed businesses represents retail and food and beverage businesses that HHC owns, either wholly or through joint ventures, and operates, including license and management agreements. For the three months ended June 30, 2021, our managed businesses include, among others, The Fulton, SJP by Sarah Jessica Parker, R17, Cobble & Co., Malibu Farm and Ssäm Bar (formerly Bar Wayō). (c) Multi-family represents 85 South Street which includes base level retail in addition to residential units.. (d) Includes our 90% share of NOI from Ssäm Bar. (e) Represents the marketplace by Jean-Georges. As a result of impacts related to COVID-19, there were delays in construction on the Tin Building, however construction is still on track for completion in the fourth quarter of 2021 with opening expected in early 2022. (f) Events, sponsorships & catering business includes private events, catering, sponsorships, concert series and other rooftop activities. (g) Rental revenue and expense earned from and paid by businesses we own and operate is eliminated in consolidation. (h) See page 34 for the reconciliation of Seaport NOI. (i) The percent leased for Historic District & Pier 17 landlord operations includes agreements with terms of less than one year and excludes leases with our managed businesses. (j) Development costs incurred and Estimated total costs (excl. land) are shown net of insurance proceeds of approximately $64.7 million.
HowardHughes.com 281.719.6100 18 Ward Village - Sold Out Condominiums As of June 30, 2021 Anaha Ae‘o Ke Kilohana (a) Total Key Metrics ($ in thousands) Type of building Luxury Upscale Workforce Number of units 317 465 423 1,205 Avg. unit Sq. Ft. 1,417 838 696 940 Condo Sq. Ft. 449,205 389,663 294,273 1,133,141 Street retail Sq. Ft. 16,048 70,800 28,386 115,234 Stabilized retail NOI $1,200 $2,400 $1,231 $4,831 Stabilization year 2020 2019 2020 Development progress ($ in millions) Status Opened Opened Opened Start date Q4 2014 Q1 2016 Q4 2016 Completion / Est. Completion date Q4 2017 Q4 2018 Q2 2019 Total development cost $403,974 $430,737 $217,483 $1,052,194 Cost-to-date 401,500 428,839 215,928 1,046,267 Remaining to be funded $2,474 $1,898 $1,555 $5,927 Financial Summary ($ in thousands except per Sq. Ft.) Units closed (through Q2 2021) 317 465 423 1,205 Units under contract (through Q2 2021) — — — — Units remaining to be sold (through Q2 2021) — — — — Total % of units closed or under contract 100.0% 100.0% 100.0% 100.0% Units closed (current quarter) 1 — — 1 Units under contract (current quarter) — — — — Square footage closed or under contract (total) 449,205 389,663 294,273 1,133,141 Total % square footage closed or under contract 100.0% 100.0% 100.0% 100.0% Total cash received (closings & deposits) $515,771 $512,647 $218,531 $1,246,949 Total GAAP revenue recognized $515,771 $512,647 $218,531 $1,246,949 (a) Ke Kilohana consists of 375 workforce units and 48 market rate units.
HowardHughes.com 281.719.6100 19 Ward Village - Condominiums Remaining to be Sold As of June 30, 2021 Waiea ‘A‘ali‘i Kō'ula Victoria Place Total Key Metrics ($ in thousands) Type of building Ultra-Luxury Upscale Upscale Ultra-Luxury Number of units 177 750 565 349 1,841 Avg. unit Sq. Ft. 2,138 520 725 1,164 861 Condo Sq. Ft. 378,488 390,097 409,612 406,351 1,584,548 Street retail Sq. Ft. (a) 7,716 11,570 36,787 n/a 56,073 Stabilized retail NOI $453 $637 $1,281 n/a $2,371 Stabilization year 2017 2022 2023 n/a Development progress ($ in millions) Status Opened Under Construction Under Construction Under Construction Start date Q2 2014 Q4 2018 Q3 2019 Q1 2021 Completion / Est. Completion date Q4 2016 Q4 2021 2022 2024 Total development cost $595,101 $411,900 $487,039 $503,271 $1,997,311 Cost-to-date 458,906 317,637 170,409 58,552 1,005,504 Remaining to be funded $136,195 $94,263 $316,630 $444,719 $991,807 Financial Summary ($ in thousands except per Sq. Ft.) Units closed (through Q2 2021) 174 — — — 174 Units under contract (through Q2 2021) — 653 459 326 1,438 Units remaining to be sold (through Q2 2021) 3 97 106 23 229 Total % of units closed or under contract 98.3% 87.1% 81.2% 93.4% 87.6% Units closed (current quarter) — — — — — Units under contract (current quarter) — 5 12 28 45 Square footage closed or under contract (total) 369,937 320,889 344,384 384,464 1,419,674 Total % square footage closed or under contract 97.7% 82.3% 84.1% 94.6% 89.6% Total cash received (closings & deposits) $681,326 $91,996 $109,236 $141,006 $1,023,564 Total GAAP revenue recognized $681,326 $— $— $— $681,326 Total future GAAP revenue for units under contract $— $441,714 $531,123 $724,612 $1,697,449 Expected avg. price per Sq. Ft. (b) $1,900 - $1,950 $1,300 - $1,350 $1,500 - $1,550 $1,850 - $1,900 Deposit Reconciliation (in thousands) Spent towards construction $— $86,932 $92,663 $— $179,595 Held for future use (c) — 5,064 16,573 141,006 162,643 Total deposits from sales commitment $— $91,996 $109,236 $141,006 $342,238 Target condo profit margin across all sold and remaining to be sold condos at completion (excluding land cost) is approximately 30%. (a) Expected construction cost per retail square foot for all sold and remaining to be sold condos is approximately $1,100. (b) Expected average price per square foot for all sold and remaining to be sold condos is between $1,300 and $1,350. (c) Total deposits held for future use are presented above only for projects under construction and are included in Restricted cash on the balance sheet.
HowardHughes.com 281.719.6100 20 Summary of Remaining Development Costs in thousands Property Location Total Estimated Costs (a) Costs Paid Through June 30, 2021 Estimated Remaining to be Spent Remaining Buyer Deposits/ Holdback to be Drawn Debt to be Drawn (b) Costs Remaining to be Paid, Net of Debt and Buyer Deposits/ Holdbacks to be Drawn (c) Estimated Completion Date Operating Assets (A) (B) (A) - (B) = (C) (D) (E) (C) - (D) - (E) = (F) 6100 Merriweather Columbia, MD $ 138,221 $ 110,507 $ 27,714 $ — $ 25,000 $ 2,714 (d) Open Juniper Apartments Columbia, MD 116,386 100,004 16,382 — 14,624 1,758 (d) Open Creekside Park The Grove Houston, TX 57,472 44,722 12,750 — 11,765 985 Open Creekside Park West Houston, TX 20,777 19,354 1,423 — 2,739 (1,316) (d)(e) Open The Lane at Waterway Houston, TX 45,033 39,824 5,209 — 3,735 1,474 Open Two Lakes Edge Houston, TX 107,706 99,651 8,055 — 6,246 1,809 (d) Open Total Operating Assets 485,595 414,062 71,533 — 64,109 7,424 Seaport Assets Pier 17 and Historic District Area / Uplands New York, NY 594,368 547,327 47,041 — — 47,041 (d)(f) Open Tin Building New York, NY 194,613 134,841 59,772 — — 59,772 Q4 2021 Total Seaport Assets 788,981 682,168 106,813 — — 106,813 Strategic Developments Marlow Columbia, MD 130,490 26,224 104,266 — 82,570 21,696 Q1 2023 Starling at Bridgeland Houston, TX 58,072 7,173 50,899 — 42,668 8,231 Q2 2022 1700 Pavilion Las Vegas, NV 120,424 5,827 114,597 — — 114,597 Q4 2022 Tanager Echo Las Vegas, NV 81,611 6,309 75,302 — — 75,302 Q4 2022 ‘A‘ali‘i Honolulu, HI 411,900 317,637 94,263 3,398 88,760 2,105 Q4 2021 Anaha Honolulu, HI 403,974 401,500 2,474 — — 2,474 Open Ke Kilohana Honolulu, HI 217,483 215,928 1,555 — — 1,555 Open Kō'ula Honolulu, HI 487,039 170,409 316,630 3,242 287,630 25,758 2022 Victoria Place Honolulu, HI 503,271 58,552 444,719 137,805 303,412 3,502 2024 Waiea Honolulu, HI 595,101 458,906 136,195 — — 136,195 (g) Open Total Strategic Developments 3,009,365 1,668,465 1,340,900 144,445 805,040 391,415 Combined Total $ 4,283,941 $ 2,764,695 $ 1,519,246 $ 144,445 $ 869,149 $ 505,652 1700 Pavilion financing $ (75,000) (h) Tanager Echo financing (59,500) (h) Estimated costs to be funded net of financing, assuming closing on estimated financing $ 371,152 See page 32 for definition of "Remaining Development Costs". (a) Total Estimated Costs represent all costs to be incurred on the project which include construction costs, demolition costs, marketing costs, capitalized leasing, payroll or project development fees, deferred financing costs and advances for certain accrued costs from lenders and excludes land costs and capitalized corporate interest allocated to the project. Total Estimated Costs for assets at Ward Village and Columbia exclude master plan infrastructure and amenity costs at Ward Village and Merriweather District. (b) With respect to our condominium projects, remaining debt to be drawn is reduced by deposits utilized for construction. (c) We expect to be able to meet our cash funding requirements with a combination of existing and anticipated construction loans, condominium buyer deposits, free cash flow from our Operating Assets and MPC segments, net proceeds from condominium sales, our existing cash balances and as necessary, the postponement of certain projects. (d) Final completion is dependent on lease-up and tenant build-out. (e) Negative balances represent cash to be received in excess of Estimated Remaining to be Spent. These items are primarily related to December 2020 costs that were paid by us, but not yet reimbursed by our lenders. We expect to receive funds from our lenders for these costs in the future. (f) Development costs incurred and Estimated total costs (excl. land) are shown net of insurance proceeds of approximately $64.7 million. (g) Total estimate includes $136.5 million for necessary warranty repairs. However, we anticipate recovering a substantial amount of these costs in the future, which is not reflected in this schedule. (h) The financing for 1700 Pavilion and Tanager Echo is expected to close in Q3 2021.
HowardHughes.com 281.719.6100 21 MPC Regions Non-MPC Regions The Woodlands The Woodlands Hills Bridgeland Summerlin Columbia Total Hawai‘i Seaport Other Total Houston, TX Houston, TX Houston, TX Las Vegas, NV Columbia, MD MPC Regions Honolulu, HI New York, NY Non-MPC Operating - Stabilized Properties Office Sq.Ft. 3,373,048 — — 532,428 1,387,445 5,292,921 — — — — Retail Sq. Ft. (a) 375,551 — 67,947 799,214 130,816 1,373,528 1,031,983 13,000 264,619 1,309,602 Multifamily units 1,389 — 312 391 817 2,909 — 21 — 21 Hotel Rooms 909 — — — — 909 — — — — Self-Storage Units 1,357 — — — — 1,357 — — — — Other Sq. Ft. 135,801 — — — — 135,801 — — — — Operating - Unstabilized Properties Office Sq.Ft. 595,617 — — — 319,002 914,619 — 146,935 1,491,651 1,638,586 Retail Sq.Ft. 84,425 — — — 67,383 151,808 — 251,600 — 251,600 Multifamily units 909 — — — 382 1,291 — — — — Operating - Under Construction Properties Office Sq.Ft. — — — 267,000 — 267,000 — — — — Retail Sq.Ft. — — — — 32,411 32,411 48,357 53,000 — 101,357 Multifamily units — — 358 294 472 1,124 — — — — Residential Land Total gross acreage/condos (b) 28,505 ac. 2,055 ac. 11,506 ac. 22,500 ac. 16,450 ac. 81,016 ac. 3,046 n.a. n.a. 3,046 Current Residents (b) 119,000 750 15,500 116,000 112,000 363,250 n.a. n.a. n.a. — Remaining saleable acres/condos 26 ac. 1,257 ac. 2,718 ac. 2,806 ac. n/a 6,807 ac. 229 n.a. n.a. 229 Estimated price per acre (c) $ 1,402 $ 286 $ 451 $ 743 n/a $ — n.a. n.a. n.a. $ — Commercial Land Total acreage remaining 720 ac. 175 ac. 1,340 ac. 825 ac. 96 ac. 3,156 ac. n.a. n.a. n.a. — Estimated price per acre (c) $ 987 $ 515 $ 615 $ 1,012 $ 580 $ — n.a. n.a. n.a. $ — Portfolio Key Metrics Portfolio Key Metrics herein include square feet, units and rooms included in joint venture projects. Sq. Ft. and units are not shown at share. Retail Sq. Ft. includes multi-family Sq. Ft. (a) Retail Sq. Ft. within the Summerlin region excludes 381,767 Sq. Ft. of anchors and 41,606 Sq. Ft of additional office space above our retail space. (b) Acreage and current residents shown as of December 31. 2020. (c) Residential and commercial pricing represents the Company's estimate of price per acre per its 2021 land models. Portfolio Key Metrics
HowardHughes.com 281.719.6100 22 (a) Commercial acres may be developed by us or sold. (b) Reconciliation of GAAP MPC segment EBT to MPC Net Contribution is found under Reconciliation of Non-GAAP Measures on page 35. (c) Est. Stabilized NOI (Future) and Wtd. avg. time to stabilize (yrs.) represents all assets within the respective MPC regions, inclusive of stabilized, unstabilized and under construction. MPC Portfolio Master Planned Communities- Remaining Saleable Acres (a) Income Producing Assets - Stabilized and Unstabilized Commercial 23% Residential 77% Stabilized 100% Commercial 36% Residential 64% Unstabilized 9% Stabilized 91% Unstabilized 17% Stabilized 83% Commercial 100% $ in thousands Nevada Texas Maryland Total MPC Performance - 2Q21 & 2Q20 MPC Net Contribution (2Q21) (b) $ 125,552 $ (22,248) $ (243) $ 103,061 MPC Net Contribution (2Q20) (b) $ 17,802 $ 8,175 $ (236) $ 25,741 Operating Asset Performance - 2021 & Future Annualized 2Q21 in-place NOI $ 55,790 $ 120,779 $ 36,447 $ 213,016 Est. stabilized NOI (future) (c) $ 74,425 $ 208,313 $ 63,417 $ 346,155 Wtd. avg. time to stab. (yrs.) (c) 3.0 2.3 3.7 —
HowardHughes.com 281.719.6100 23 Master Planned Community Land The Woodlands The Woodlands Hills Bridgeland Summerlin Columbia Total $ in thousands Q2 2021 Q2 2020 Q2 2021 Q2 2020 Q2 2021 Q2 2020 Q2 2021 Q2 2020 Q2 2021 Q2 2020 Q2 2021 Q2 2020 Revenues: Residential land sale revenues $ 349 $ 11,930 $ 6,050 $ 2,364 $ 10,663 $ 16,455 $ 36,203 $ 26,324 $ — $ — $ 53,265 $ 57,073 Commercial land sale revenues 827 — — — — — 4,250 — — — 5,077 — Builder price participation 85 237 260 28 546 530 10,496 8,152 — — 11,387 8,947 Other land sale revenues 305 80 49 — 448 25 4,047 2,788 — — 4,849 2,893 Total revenues 1,566 12,247 6,359 2,392 11,657 17,010 54,996 37,264 — — 74,578 68,913 Expenses: Cost of sales - residential land (188) (6,813) (2,420) (898) (2,872) (5,364) (16,968) (12,800) — — (22,448) (25,875) Cost of sales - commercial land (174) — — — — — (2,236) — — — (2,410) — Real estate taxes (972) (1,079) (36) (45) (693) (576) (550) (587) (145) (136) (2,396) (2,423) Land sales operations (2,550) (1,045) (666) (405) (1,354) (545) (1,983) (1,571) (98) (106) (6,651) (3,672) Depreciation and amortization (34) (33) (2) — (35) (33) (27) (25) — — (98) (91) Total operating expenses (3,918) (8,970) (3,124) (1,348) (4,954) (6,518) (21,764) (14,983) (243) (242) (34,003) (32,061) Net interest capitalized (expense) (442) (849) 386 257 4,930 3,731 5,741 5,164 — — 10,615 8,303 Equity in earnings from real estate affiliates — — — — — — 18,641 (2,968) — — 18,641 (2,968) EBT $ (2,794) $ 2,428 $ 3,621 $ 1,301 $ 11,633 $ 14,223 $ 57,614 $ 24,477 $ (243) $ (242) $ 69,831 $ 42,187 Key Performance Metrics: Residential Total acres closed in current period 1.5 ac. 7.2 ac. 18.5 ac. 7.6 ac. 24.6 ac. 38.4 ac. 49.1 ac. 37.4 ac. — — Price per acre achieved (a) $233 $ 1,657 $ 327 $ 311 $ 427 $ 429 $ 807 $ 705 NM NM Avg. gross margins 46.1 % 42.9 % 60.0 % 62.0 % 73.1 % 67.4 % 53.1 % 51.4 % NM NM Commercial Total acres closed in current period 1.5 — — — — — 6.3 NM — — Price per acre achieved $551 NM NM NM NM NM $675 NM NM NM Avg. gross margins 79.0 % NM NM NM NM NM 47.4 % NM NM NM Avg. combined before-tax net margins 69.2 % 42.9 % 60.0 % 62.0 % 73.1 % 67.4 % 52.5 % 51.4 % NM NM Key Valuation Metrics The Woodlands The Woodlands Hills Bridgeland Summerlin Columbia Remaining saleable acres Residential 26 ac. 1,257 ac. 2,718 ac. 2,806 ac. — Commercial (b) 720 ac. 175 ac. 1,340 ac. 825 ac. 96 ac. Projected est. % superpads / lot size —% / — —% / — —% / — 87% / 0.25 ac NM Projected est. % single-family detached lots / lot size 34% / 0.80 ac 84% / 0.21 ac 87% / 0.22 ac —% / — NM Projected est. % single-family attached lots / lot size 66% / 0.12 ac 16% / 0.13 ac 9% / 0.11 ac —% / — NM Projected est. % custom homes / lot size —% / — —% / — 4% / 0.63 ac 13% / 0.45 ac NM Estimated builder sale velocity (blended total - TTM) (c) 12 29 76 142 NM Projected GAAP gross margin (d) 76.2% / 75.6% 60.0% / 62.4% 73.1% / 67.4% 52.8% / 53.7% NM Projected cash gross margin (d) 96.8% 86.1% 86.8% 74.6% NM Residential sellout / Commercial buildout date estimate Residential 2023 2030 2035 2039 — Commercial 2034 2030 2045 2039 2023 (a) The price per acre achieved for Summerlin residential lots is mostly attributable to custom lots sales. The price per acre achieved for Q2 2021 in The Woodlands residential lots is mostly attributable to the mix of lots sold as fewer residential acres remain to be sold as the development of residential land nears completion. In comparison, the same period 2020 experienced an increase in land sales in a high-end, exclusive section of The Woodlands community that generates significantly higher value per acre in comparison. (b) Columbia Commercial excludes 15 commercial acres held in the Strategic Developments segment in Downtown Columbia. (c) Represents the average monthly builder homes sold over the last twelve months ended June 30, 2021. (d) Projected GAAP gross margin is based on GAAP revenues and expenses which exclude revenues deferred on sales closed where revenue did not meet criteria for recognition and includes revenues previously deferred that met criteria for recognition in the current period. Gross margin for each MPC may vary from period to period based on the locations of the land sold and the related costs associated with developing the land sold. Projected cash gross margin includes all future projected revenues less all future projected development costs, net of expected reimbursable costs, and capitalized overhead, taxes and interest. NM Not meaningful. Master Planned Community Land
HowardHughes.com 281.719.6100 24 Office Expirations (a) Retail Expirations (a) Expiration Year Annualized Cash Rent ($ in thousands) Percentage of Annualized Cash Rent Wtd. Avg. Annualized Cash Rent Per Leased Sq. Ft. Annualized Cash Rent ($ in thousands) Percentage of Annualized Cash Rent Wtd. Avg. Annualized Cash Rent Per Leased Sq. Ft. 2021 $ 3,073 1.46 % $ 35.54 $ 3,928 4.46 % $ 21.93 2022 11,641 5.55 % 35.32 5,032 5.72 % 39.63 2023 12,209 5.81 % 47.67 7,750 8.80 % 49.28 2024 18,917 9.00 % 47.48 7,872 8.94 % 52.91 2025 24,868 11.83 % 44.54 20,288 23.05 % 56.24 2026 10,465 4.98 % 41.73 7,132 8.10 % 50.85 2027 21,647 10.30 % 38.92 4,503 5.12 % 64.02 2028 11,120 5.29 % 42.39 4,493 5.10 % 57.47 2029 8,413 4.00 % 44.25 5,144 5.84 % 51.69 2030 16,091 7.66 % 41.57 5,015 5.70 % 66.55 Thereafter 71,684 34.12 % 48.74 16,874 19.17 % 54.14 Total $ 210,128 100.00 % $ 88,031 100.00 % (a) Excludes leases with an initial term of 12 months or less. Also excludes Seaport leases. Lease ExpirationsLease Expirations Office and Retail Lease Expirations Total Office and Retail Portfolio as of June 30, 2021 % o f A nn ua liz ed C as h R en t E xp iri ng Houston Summerlin Columbia Hawaii Other Office 2021 Retail 2021 Office 2022 Retail 2022 Office 2023 Retail 2023 Office 2024 Retail 2024 Office 2025 Retail 2025 Office 2026 Retail 2026 Office 2027 Retail 2027 Office 2028 Retail 2028 Office 2029 Retail 2029 Office 2030 Retail 2030 Office 2031+ Retail 2031+ 0% 6% 12% 18% 24% 30%
HowardHughes.com 281.719.6100 25 thousands except rentable Sq. Ft. / Units / Acres Q2 2021 Acquisitions Date Acquired Property % Ownership Location Rentable Sq. Ft. / Units / Acres Acquisition Price No acquisition activity in Q2 2021 Q2 2021 Dispositions Date Sold Property % Ownership Location Rentable Sq. Ft. / Units / Acres Sale Price May 7, 2021 Monarch City 100% Collin County, Texas 229 acres $51.4 million Acquisition / Disposition ActivityAcquisition / Disposition Activity
HowardHughes.com 281.719.6100 26 Other Assets Property Name City, State % Own Acres Notes Landmark Mall Alexandria, VA 100 % 33 Plan to transform the mall into an open-air, mixed-use community. In January 2017, we acquired the 11.4 acre Macy's site for $22.2 million. In June 2021, a Contribution Agreement was executed by and between affiliates of HHC, Seritage, and Foulger-Pratt which establishes a framework for a joint venture to redevelop the 52-acre Landmark Mall site in Alexandria, VA. In July, the Alexandria City Council unanimously approved the redevelopment agreements which will result in up to approximately four million square feet of new development and will be anchored by a new state-of-the-art Inova Hospital and medical campus. Alexandria City Council also approved the use of $54 million in public bond financing to allow the City to acquire the land for the hospital and lease it to Inova, as well as $86 million in public bond financing for site preparation and infrastructure at the Landmark site and adjacent Duke Street and Van Dorn Street corridors. Century Park Houston, TX 100 % 63 In conjunction with the acquisition of The Woodlands Towers at the Waterway in December 2019, we acquired Century Park, a 63-acre, 1.3 million square foot campus with 17 office buildings in the West Houston Energy Corridor in Houston, TX. Maui Ranch Land Maui, HI 100 % 20 Two, non-adjacent, ten-acre parcels zoned for native vegetation. 80% Interest in Fashion Show Air Rights Las Vegas, NV 80 % N/A Air rights above the Fashion Show Mall located on the Las Vegas Strip. 250 Water Street New York, NY 100 % 1 The one-acre site is situated at the entrance of the Seaport. In October 2020, we announced our comprehensive proposal for the redevelopment of 250 Water Street, which includes the transformation of this underutilized full-block surface parking lot into a mixed-use development that would include affordable housing, condominium units, community-oriented spaces and office space. In May 2021, we received approval from the New York City Landmarks Preservation Commission on our proposed design for the 250 Water Street building. This favorable ruling confirms that the proposed architecture is appropriate for the Seaport Historic District and allows us to proceed with the formal New York City Uniform Land Use Review Procedure known as ULURP, which will be required to complete the necessary transfer of development rights to the parking lot site. Although this ruling is currently being contested in court, we believe this ruling will be upheld. While we move forward in the planning and approval stages for this strategic site, it will continue to be rented to a third party and used as a parking lot. Other/Non-core Assets
HowardHughes.com 281.719.6100 27 thousands June 30, 2021 December 31, 2020 Fixed-rate debt: Unsecured 5.375% Senior Notes due 2025 $ — $ 1,000,000 Unsecured 5.375% Senior Notes due 2028 750,000 750,000 Unsecured 4.125% Senior Notes due 2029 650,000 — Unsecured 4.375% Senior Notes due 2031 650,000 — Secured mortgages, notes and loans payable 643,315 590,517 Special Improvement District bonds 32,807 34,305 Variable-rate debt: Mortgages, notes and loans payable, excluding condominium financing (a) 1,444,733 1,725,461 Condominium financing (a) (c) 323,328 219,883 Mortgages, notes and loans payable 4,494,183 4,320,166 Unamortized bond issuance costs — (4,355) Deferred financing costs (44,850) (28,442) Total mortgages, notes and loans payable, net $ 4,449,333 $ 4,287,369 Net Debt on a Segment Basis, at share as of June 30, 2021 (b) thousands Operating Assets Master Planned Communities Seaport Strategic Developments Segment Totals Non- Segment Amounts Total Mortgages, notes and loans payable, net (a) (c) $ 1,829,704 $ 179,028 $ 99,327 $ 320,942 $ 2,429,001 $ 2,020,332 $ 4,449,333 Mortgages, notes and loans payable of real estate and other affiliates (d) 287,544 3,747 — — 291,291 — 291,291 Less: Cash and cash equivalents (120,357) (115,824) (11,621) (2,061) (249,863) (813,398) (1,063,261) Cash and cash equivalents of real estate and other affiliates (d) (5,448) (48,707) (336) (240) (54,731) — (54,731) Special Improvement District receivables — (49,864) — — (49,864) — (49,864) Municipal Utility District receivables, net — (354,932) — — (354,932) — (354,932) TIF receivable — — — (937) (937) — (937) Net Debt $ 1,991,443 $ (386,552) $ 87,370 $ 317,704 $ 2,009,965 $ 1,206,934 $ 3,216,899 Consolidated Debt Maturities and Contractual Obligations by Extended Maturity Date as of June 30, 2021 (e) thousands Remaining in 2021 2022 2023 2024 2025 Thereafter Total Mortgages, notes and loans payable (e) $ 34,228 $ 77,309 $ 1,142,925 $ 408,902 $ 161,862 $ 2,668,957 $ 4,494,183 Interest payments (f) 94,041 184,973 173,537 137,110 124,306 469,010 1,182,977 Ground lease and other leasing commitments 1,946 4,325 4,371 4,419 4,468 249,942 269,471 Total consolidated debt maturities and contractual obligations $ 130,215 $ 266,607 $ 1,320,833 $ 550,431 $ 290,636 $ 3,387,909 $ 5,946,631 Debt Summary (a) As of June 30, 2021, $650.5 million of variable-rate debt has been swapped to a fixed rate for the term of the related debt. As of December 31, 2020, $649.9 million of variable‑rate debt has been swapped to a fixed rate for the term of the related debt. As of June 30, 2021, $124.2 million of variable rate debt was capped at a maximum interest rate. As of December 31, 2020, $75.0 million of variable-rate debt was capped at a maximum interest rate. (b) Net debt is a non-GAAP financial measure that we believe is useful to our investors and other users of our financial statements as its components are important indicators of our overall liquidity, capital structure and financial position. However, it should not be used as an alternative to our debt calculated in accordance with GAAP. (c) As of June 30, 2021, $323.3 million of the Mortgages, notes and loans payable, net related to financing for the condominium towers at Ward Village in the Strategic Developments segment. (d) Each segment includes our share of the Mortgages, notes and loans payable, net and Cash and cash equivalents for all joint ventures included in Investments in real estate and other affiliates. (e) Mortgages, notes and loans payable and Condominium financing are presented based on extended maturity date, subject to customary extension terms. (f) Interest is based on the borrowings that are presently outstanding and current floating interest rates. Debt Summary
HowardHughes.com 281.719.6100 28 $ in thousands Asset Q2 2021 Principal Balance Contract Interest Rate Interest Rate Hedge Current Annual Interest Rate Initial / Extended Maturity (a) Operating Assets Outlet Collection at Riverwalk 27,710 L+250 Floating 3.50 % Oct-21 20/25 Waterway Avenue 12,711 4.79 % Fixed 4.79 % May-22 Millennium Waterway Apartments 51,383 3.75 % Fixed 3.75 % Jun-22 Lake Woodlands Crossing Retail 12,329 L+180 Floating 1.90 % Jan-23 Lakeside Row 31,940 L+225 Floating 2.35 % Jul-22 / Jul-23 Senior Secured Credit Facility 615,000 4.61 % Floating/Swap 4.61 % (b) (c) Sep-23 Two Lakes Edge 67,789 L+215 Floating 2.40 % Oct-22 / Oct-23 The Woodlands Resort 62,500 L+250 Floating 3.00 % Dec-21 / Dec-23 9303 New Trails 10,538 4.88 % Fixed 4.88 % Dec-23 4 Waterway Square 30,860 4.88 % Fixed 4.88 % Dec-23 Creekside Park West 15,258 L+225 Floating 2.35 % Mar-23 / Mar-24 The Lane at Waterway 26,965 L+175 Floating 1.85 % Aug-23 / Aug-24 6100 Merriweather 64,844 L+275 Floating 2.85 % Sep-22 / Sep-24 Juniper Apartments 71,033 L+275 Floating 2.85 % Sep-22 / Sep-24 Tanager Apartments 58,500 L+225 Floating 2.50 % Oct-21 / Oct-24 Creekside Park The Grove 31,622 L+175 Floating 1.85 % Jan-24 / Jan -25 9950 Woodloch Forest Drive 81,256 L+195 Floating 2.05 % Mar-25 Ae‘o Retail 30,209 L+265 Floating 2.90 % Oct-25 Ke Kilohana Retail 9,229 L+265 Floating 2.90 % Oct-25 3831 Technology Forest Drive 20,449 4.50 % Fixed 4.50 % Mar-26 Kewalo Basin Harbor 11,562 L+275 Floating 2.85 % Sep-27 Millennium Six Pines Apartments 42,500 3.39 % Fixed 3.39 % Aug-28 3 Waterway Square 45,493 3.94 % Fixed 3.94 % Aug-28 One Lakes Edge 69,182 4.50 % Fixed 4.50 % Mar-29 Aristocrat 36,599 3.67 % Fixed 3.67 % Sep-29 Creekside Park Apartments 37,730 3.52 % Fixed 3.52 % Oct-29 One Hughes Landing 50,203 4.30 % Fixed 4.30 % Dec-29 Two Hughes Landing 47,596 4.20 % Fixed 4.20 % Dec-30 8770 New Trails 35,487 4.89 % Floating/Swap 4.89 % (d) Jan-32 Constellation Apartments 24,200 4.07 % Fixed 4.07 % Jan-33 Hughes Landing Retail 33,984 3.50 % Fixed 3.50 % Dec-36 Columbia Regional Building 24,027 4.48 % Fixed 4.48 % Feb-37 Las Vegas Ballpark 47,360 4.92 % Fixed 4.92 % Dec-39 $ 1,838,048 Property-Level DebtProperty-Level Debt
HowardHughes.com 281.719.6100 29 (a) Extended maturity assumes all extension options are exercised if available based on property performance. (b) The credit facility bears interest at one-month LIBOR plus 1.65%, but the $615.0 million term loan is swapped to an overall rate equal to 4.61%. The following properties are included as collateral for the credit facility: 10-70 Columbia Corporate Center, One Mall North, One Merriweather, 1701 Lake Robbins, 1725-1735 Hughes Landing Boulevard, Creekside Village Green, Lakeland Village Center at Bridgeland, Embassy Suites at Hughes Landing, The Westin at The Woodlands and certain properties at Ward Village. (c) Balance includes zero drawn on the revolver portion of the loan that is intended for general corporate use. (d) Concurrent with the closing of the $35.5 million construction loan for 8770 New Trails in June 2019, the Company entered into an interest rate swap which is designated as a cash flow hedge. The Loan will bear interest at one-month LIBOR plus 2.45% but it is currently swapped to a fixed rate equal to 4.89%. (e) Balance includes $50 million drawn on the revolver portion of the The Woodlands and Bridgeland Credit Facility. (f) Concurrent with the closing of the $368.2 million construction loan for Victoria Place in Ward Village in the first quarter of 2021, the Company entered into interest rate cap agreements which are not designated as a hedging instruments. The loan will bear interest at one-month LIBOR plus 5.00%, subject to a LIBOR cap of 2.00% and a LIBOR floor of 0.25%, but is currently capped at an interest rate of 2.00%. (g) Excludes JV debt, Corporate bond debt, and SID bond debt related to Summerlin MPC and retail. Property-Level Debt (con't) $ in thousands Asset Q2 2021 Principal Balance Contract Interest Rate Interest Rate Hedge Current Annual Interest Rate Initial / Extended Maturity (a) Master Planned Communities The Woodlands Master Credit Facility $ 75,000 L+250 Floating/Cap 2.60 % (e) Oct-22 / Oct-24 Bridgeland Credit Facility 75,000 L+250 Floating/Cap 2.60 % (e) Oct-22 / Oct-24 $ 150,000 Seaport 250 Water Street $ 100,000 L+350 Floating 3.60 % Nov-22 / Nov-23 $ 100,000 Strategic Developments ‘A‘ali‘i $ 204,940 L+310 Floating 4.10 % Jun-22 / Jun-23 Kō‘ula 69,170 L+300 Floating 3.10 % Mar-23 / Mar-24 Victoria Place 49,218 L+500 Floating/Cap 5.25 % (f) Sep-24 / Sep-26 $ 323,328 Total (g) $ 2,411,376
HowardHughes.com 281.719.6100 30 Minimum Contractual Ground Lease Payments ($ in thousands) Future Cash Payments Pro-Rata Three months ended Remaining Year Ending December 31, Ground Leased Asset Share Expiration Date June 30, 2021 2021 2022 Thereafter Total Riverwalk (a) 100% 2045-2046 $ 407 $ 814 $ 1,737 $ 38,711 $ 41,262 Seaport 100% 2031 (b) 555 1,132 2,288 216,489 219,909 Kewalo Basin Harbor 100% 2049 — — 300 8,000 8,300 $ 962 $ 1,946 $ 4,325 $ 263,200 $ 269,471 (a) Includes base ground rent, deferred ground rent and participation rent, as applicable. Future payments of participation rent are calculated based on the floor only. (b) Initial expiration is December 30, 2031, but subject to extension options through December 31, 2072. Future cash payments are inclusive of extension options. Summary of Ground Leases
HowardHughes.com 281.719.6100 31 Impact of COVID-19 thousands except percentages Billed Rent Comparison OPR SEA Q1 2020 Billed Rent $ 96,176 $ 4,951 Difference from Q1 2020 to Q2 2021 in Billed Rent (2.3) % (9.7) % Q1 2020 Net Recurring Revenues $ 89,610 $ 4,676 Difference from Q1 2020 to Q2 2021 in Net Recurring Revenues (0.6) % (20.7) % thousands Q2 2021 Bad Debt Breakout OPR SEA Bad Debt Type Billed Rent Deemed Uncollectible - Operating Tenants $ 4,621 $ 762 Billed Rent Deemed Uncollectible - Tenants Declared Bankruptcy 285 — Cash Impact 4,906 762 Recovery of Previous Bad Debt, net of Increase in Reserve (4,075) (425) Increase (Reduction) in Straight-Line Rent Reserve (2,324) 96 Total Bad Debt Expense $ (1,493) $ 433 thousands Q2 2021 Revenue Breakdown OPR SEA Billed Rent $ 94,010 $ 4,472 Billed Rent Deemed Uncollectible (4,906) (762) Recovery of Previous Bad Debt, net of Increase in Reserve 4,075 425 Other Revenues 20,243 6,763 Total Revenues $ 113,422 $ 10,898 Total Revenues $ 113,422 $ 10,898 Recovery of Previous Bad Debt, net of Increase in Reserve (4,075) (425) Other Revenues (20,243) (6,763) Net Recurring Revenue $ 89,104 $ 3,710
HowardHughes.com 281.719.6100 32 Stabilized - Properties in the Operating Assets and Seaport segments that have been in service for more than 36 months or have reached 90% occupancy, whichever occurs first. If an office, retail or multifamily property has been in service for more than 36 months but does not exceed 90% occupancy, the asset is considered underperforming. Unstabilized - Properties in the Operating Assets and Seaport segments that have been in service for less than 36 months and do not exceed 90% occupancy. Under Construction - Projects in the Strategic Developments and Seaport segments for which construction has commenced as of June 30, 2021, unless otherwise noted. This excludes MPC and condominium development. Net Operating Income (NOI) - We define net operating income (NOI) as operating cash revenues (rental income, tenant recoveries and other revenue) less operating cash expenses (real estate taxes, repairs and maintenance, marketing and other property expenses), including our share of NOI from equity investees. NOI excludes straight-line rents and amortization of tenant incentives, net interest expense, ground rent amortization, demolition costs, amortization, other (loss) income, depreciation, development-related marketing costs, gain on sale or disposal of real estate and other assets, net, provision for impairment and, unless otherwise indicated, 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 which vary by property, such as lease structure, lease rates and tenant bases, have on our operating results, gross margins and investment returns. We believe that NOI is a useful supplemental measure of the performance of our Operating Assets and Seaport segments 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. Estimated Stabilized NOI - Stabilized NOI is initially projected prior to the development of the asset based on market assumptions and is revised over the life of the asset as market conditions evolve. On a quarterly basis, each asset’s Annualized NOI is compared to its projected Stabilized NOI and Stabilization Date in conjunction with forecast data to determine if an adjustment is needed. Adjustments to Stabilized NOI are made when changes to the asset's long-term performance are thought to be more than likely and permanent. Projected Stabilized Dates are adjusted when the asset is believed to reach its Stabilized NOI prior to or later than originally assumed. Remaining Development Costs - Development costs and related debt held for projects that are under construction or substantially complete and in service in the Operating Assets or the Seaport segment but have not reached stabilized occupancy status are disclosed on the Summary of Remaining Development Costs slide if the project has more than $1.0 million of estimated costs remaining to be incurred. The total estimated costs and costs paid are prepared on a cash basis to reflect the total anticipated cash requirements for the projects. Projects not yet under construction are not included. DefinitionsDefinitions
HowardHughes.com 281.719.6100 33 Reconciliation of Non-GAAP Measures (a) EBT excludes corporate expenses and other items that are not allocable to the segments. (b) During the third quarter of 2020, 110 North Wacker was completed and placed in service, resulting in the deconsolidation of 110 North Wacker and subsequent treatment as an equity method investment. The Company's share of NOI related to 110 North Wacker is calculated using our stated ownership of 23% and does not include the impact of the partnership distribution waterfall. Reconciliation of Non-GAAP Measures Reconciliation of Operating Assets segment EBT to Total NOI: thousands Q2 2021 Q1 2021 Q4 2020 Q3 2020 Q2 2020 YTD Q2 2021 YTD Q2 2020 Total Operating Assets segment EBT (a) $ (8,517) $ (31,784) $ (32,294) $ (28,831) $ (17,342) $ (40,301) $ (24,886) Add back: Depreciation and amortization 39,975 39,651 46,845 41,395 36,995 79,626 74,084 Interest (income) expense, net 18,152 19,000 21,070 21,045 23,103 37,152 49,296 Equity in (earnings) losses from real estate and other affiliates 10,419 11,404 13,197 (962) (475) 21,823 (4,869) (Gain) loss on sale or disposal of real estate and other assets, net — — — (108) — — (38,124) (Gain) loss on extinguishment of debt 46 836 — 1,521 — 882 — Provision for impairment — — — — — — 48,738 Impact of straight-line rent (3,987) (5,107) (3,045) 1,766 (3,248) (9,094) (6,351) Other 100 10,139 (24) 69 (119) 10,239 54 Total Operating Assets NOI - Consolidated 56,188 44,139 45,749 35,895 38,914 100,327 97,942 Redevelopments 110 North Wacker (b) — — — (11) 10 — 11 Total Operating Asset Redevelopments NOI — — — (11) 10 — 11 Dispositions 100 Fellowship Drive — — 1 38 73 — (1,050) Elk Grove — 100 — — — 100 — Total Operating Asset Dispositions NOI — 100 1 38 73 100 (1,050) Consolidated Operating Assets NOI excluding properties sold or in redevelopment 56,188 44,239 45,750 35,922 38,997 100,427 96,903 Company's Share NOI - Equity Investees (b) 1,690 385 1,362 2,315 1,836 2,075 4,073 Distributions from Summerlin Hospital Investment — 3,755 — — — 3,755 3,724 Total Operating Assets NOI $ 57,878 $ 48,379 $ 47,112 $ 38,237 $ 40,833 $ 106,257 $ 104,700
HowardHughes.com 281.719.6100 34 Reconciliation of Seaport segment EBT to Total NOI: thousands Q2 2021 Q1 2021 Q4 2020 Q3 2020 Q2 2020 YTD Q2 2021 YTD Q2 2020 Total Seaport segment EBT (a) $ (12,869) $ (12,474) $ (11,730) $ (27,646) $ (24,636) $ (25,343) $ (60,592) Add back: Depreciation and amortization 7,004 6,835 6,777 7,174 6,776 13,839 27,651 Interest (income) expense, net (187) (102) 22 2,811 4,626 (289) 9,679 Equity in (earnings) losses from real estate and other affiliates 336 352 328 288 6,633 688 8,676 (Gain) loss on extinguishment of debt — — 3 11,645 — — — Impact of straight-line rent 463 404 441 1,027 1,208 867 1,333 Other (income) loss, net (b) 978 741 1,114 (1,398) 1,953 1,719 5,923 Total Seaport NOI - Consolidated (4,275) (4,244) (3,045) (6,099) (3,440) (8,519) (7,330) Company's Share NOI - Equity Investees (147) (135) (124) (106) (305) (282) (681) Total Seaport NOI $ (4,422) $ (4,379) $ (3,169) $ (6,205) $ (3,745) $ (8,801) $ (8,011) Reconciliation of Non-GAAP Measures (a) EBT excludes corporate expenses and other items that are not allocable to the segments. (b) Includes miscellaneous development-related items as well as the loss related to the write-off of inventory due to the permanent closure of 10 Corso Como Retail and Café in the first quarter of 2020, and income related to inventory liquidation sales in the third quarter of 2020. Reconciliation of Non-GAAP Measures (con't)
HowardHughes.com 281.719.6100 35 Reconciliation of Non-GAAP Measures (con't) Reconciliations of Non-GAAP Measures thousands Three Months Ended June 30, Six Months Ended June 30, Reconciliation of MPC Land Sales Closed to GAAP Land Sales Revenue 2021 2020 2021 2020 Total residential land sales closed in period $ 56,525 $ 57,123 $ 91,262 $ 86,869 Total commercial land sales closed in period 5,078 — 7,436 2,096 Net recognized (deferred) revenue: Bridgeland 165 — (2,071) (305) Summerlin (4,469) (839) (1,851) 7,354 Total net recognized (deferred) revenue (4,304) (839) (3,922) 7,049 Special Improvement District bond revenue 1,043 789 1,043 791 Total land sales revenue - GAAP basis $ 58,342 $ 57,073 $ 95,819 $ 96,805 thousands Three Months Ended June 30, Six Months Ended June 30, Reconciliation of MPC Segment EBT to MPC Net Contribution 2021 2020 2021 2020 MPC segment EBT $ 69,831 $ 42,187 $ 133,186 $ 86,308 Plus: Cost of sales - land 24,858 25,875 40,509 42,661 Depreciation and amortization 98 91 170 182 MUD and SID bonds collections, net (291) 4,935 2,603 6,058 Distributions from real estate and other affiliates 100,528 1,173 101,672 2,345 Less: MPC development expenditures (73,322) (51,488) (126,302) (116,384) Equity in (earnings) losses in real estate and other affiliates (18,641) 2,968 (46,291) (5,966) MPC Net Contribution $ 103,061 $ 25,741 $ 105,547 $ 15,204 thousands Three Months Ended June 30, Six Months Ended June 30, Reconciliation of Segment EBTs to Net Income 2021 2020 2021 2020 Operating Assets segment EBT $ (8,517) $ (17,342) $ (40,301) $ (24,886) MPC segment EBT 69,831 42,187 133,186 86,308 Seaport segment EBT (12,869) (24,636) (25,343) (60,592) Strategic Developments segment EBT 2,148 (2,244) (19,770) (105,924) Consolidated segment EBT 50,593 (2,035) 47,772 (105,094) Corporate income, expenses and other items (46,976) (32,068) (112,314) (54,091) Net income (loss) 3,617 (34,103) (64,542) (159,185) Net (income) loss attributable to noncontrolling interests 1,224 19 2,789 (33) Net income (loss) attributable to common stockholders $ 4,841 $ (34,084) $ (61,753) $ (159,218)