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): November 06, 2023
(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 November 6, 2023, Howard Hughes Holdings Inc. (the “Company”) issued a press release announcing the Company’s financial results for the third quarter ended September 30, 2023. 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 November 6, 2023, the Company issued supplemental information for the third quarter ended September 30, 2023. 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.
| HOWARD HUGHES HOLDINGS INC. | |||||||||||
| By: | /s/ David O'Reilly | ||||||||||
| David O'Reilly | |||||||||||
| Chief Executive Officer | |||||||||||
Date: November 6, 2023
Exhibit 99.1
HOWARD HUGHES HOLDINGS INC. REPORTS THIRD QUARTER 2023 RESULTS
Strong MPC and Operating Assets results strengthen full-year outlook and guidance expectations
THE WOODLANDS, Texas, November 6, 2023 – Howard Hughes Holdings Inc.® (NYSE: HHH) (the “Company,” “Howard Hughes,” “HHH,” or “we”) today announced operating results for the third quarter ended September 30, 2023. 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.
Third Quarter 2023 Highlights:
–Quarterly net loss of $544.2 million, or $(10.97) per diluted share, including a $555.0 million or $(11.19) per share after-tax impairment charge at the Seaport
–MPC EBT of $85 million driven by a 16% increase in price per acre and complemented by a 113% year-over-year increase in new home sales—signaling continued strong demand for new homes and robust future land sales
–Full-year 2023 MPC EBT guidance increased to $325 million at the mid-point, up $55 million from prior guidance and $125 million from initial guidance
–Operating Assets NOI of $63 million driven by double-digit year-over-year growth in multi-family, contributing to increased full-year 2023 NOI guidance to $243 million at the mid-point, up $7 million from initial guidance
–In Ward Village®, ‘A‘ali‘i® and Ulana are now sold out, with the final unit at Kō'ula® contracted on October 3rd; remaining towers under construction or in pre-sales are now 96% sold
“The third quarter reflected exceptional results throughout our core businesses, further demonstrating the robust demand we are experiencing across our world-class portfolio of mixed-use assets,” commented David R. O’Reilly, Chief Executive Officer of Howard Hughes. “During the quarter, we saw continued growth in new home sales and healthy land sales in our MPCs, solid year-over-year NOI improvement in Operating Assets, and impressive condo sales in Ward Village—including the complete sell-out of ‘A‘ali‘i and Ulana.
“During this time when credit markets are incredibly tight, we executed several important financing deals—including two new construction loans, the refinancing of 250 Water Street, and the extensions of two office loans and one retail center loan nearing maturity. These financings are a testament to the exceptional quality of the Howard Hughes portfolio, and they further strengthen our balance sheet—reducing our maturities through 2024 to only $17 million. Our new construction loans enable the start of projects in our pipeline, including 1 Riva Row—a new multi-family development in The Woodlands® that sets a new standard for luxury in the Howard Hughes portfolio.
“Subsequent to quarter end, we announced our intent to establish Seaport Entertainment—a new division comprising our entertainment-related assets in New York and Las Vegas—which we expect to spinoff as an independent, publicly traded company in 2024. Anton Nikodemus, a veteran of the entertainment and hospitality industries, will serve as Chief Executive Officer and focus on delivering a world-class guest experience, improving operating performance, and exploring new strategic opportunities. The anticipated separation of Seaport Entertainment from Howard Hughes represents a tremendous opportunity to unlock the considerable value inherent in these unique assets and pursue new accelerated growth.
“With the year nearly complete, we are extremely pleased with our performance thus far, and we maintain a robust near-term outlook. As a result, we have further increased our full-year guidance—most notably for MPC EBT and Operating Assets NOI. Beyond 2023, we are incredibly excited about the future of Howard Hughes. The anticipated spin off of Seaport Entertainment will allow HHH to operate as a pure play real estate company, focused entirely on long-term growth opportunities and value creation within our acclaimed portfolio of master planned communities—where families want to live and companies choose to thrive—for many generations to come.”
1
Financial Highlights
Total Company
–HHH reported a net loss of $544.2 million, or $(10.97) per diluted share in the third quarter, including an after-tax impairment of $555.0 million or $(11.19) per share related to the Seaport. This compares to net income of $108.1 million or $2.19 per diluted share in the prior-year period. Excluding the after-tax impairment, the year-over-year reduction was primarily due to the timing of condo sales as the prior-year included the delivery of Kō’ula in Ward Village.
–In August, the Company reorganized into a holding company structure to provide additional financial flexibility to fund future opportunities and segregate assets and related liabilities in separate subsidiaries. The new parent company—Howard Hughes Holdings Inc.—trades under the ticker symbol “HHH” on the New York Stock Exchange. HHH net income is substantially the same as its wholly owned subsidiary, The Howard Hughes Corporation, aside from immaterial costs incurred directly by HHH in the current period.
–Subsequent to quarter end, Howard Hughes announced its intent to create Seaport Entertainment—a new division expected to include the Company’s entertainment-related assets in New York and Las Vegas—including the Seaport in Lower Manhattan and the Las Vegas Aviators® Triple-A Minor League Baseball team, as well as the Company’s ownership stake in Jean-Georges Restaurants and its 80% interest in the air rights above the Fashion Show Mall, which are intended to be used to create a new casino on the Las Vegas Strip. HHH intends to spinoff Seaport Entertainment into its own publicly traded company in 2024, which will be led by Anton Nikodemus, a known leader in the entertainment and resort industry.
MPC
–MPC EBT totaled $84.8 million in the quarter, or a 12% increase compared to $75.4 million in the prior-year period.
–New home sales totaled 605 homes—surging 113% year-over-year—signifying strong future residential land sales.
–MPC land sales totaled $75.4 million, or a 43% year-over-year increase, primarily related to the increased super pad sales in Summerlin® and residential lot sales in Bridgeland®.
–Builder price participation revenue remained strong at $15.8 million, representing a $3.0 million year-over-year moderation from the all-time highs of 2022.
–The average price per acre of residential land sold was approximately $913,000 during the quarter—representing a 16% year-over-year increase and an all-time record high for HHH.
–MPC equity earnings were $14.3 million—representing a $0.6 million decrease year-over-year—primarily related to the sale of clubhouse condos at The Summit. Prior year earnings included a non-recurring $13.5 million gain related to HHH’s contribution of an additional 54 acres of land to the joint venture.
Operating Assets
–Total Operating Assets NOI—including the contribution from unconsolidated ventures—totaled $62.8 million in the quarter, representing a 3% increase compared to $60.8 million in the prior-year period.
–Office NOI of $29.3 million increased $0.8 million or 3% year-over-year largely due to strong lease-up activity and abatement expirations in The Woodlands. These increases were partially offset by tenant vacancies at various properties in Downtown Columbia® and initial operating losses at 1700 Pavilion in Summerlin. As of September 30th, the stabilized office portfolio was 87% leased, and 87,000 square feet of new or expanded leases were executed during the quarter.
–Multi-family NOI of $13.8 million increased $2.1 million or 18% compared to the prior year period primarily due to strong lease-up at HHH’s newest properties—Marlow in Downtown Columbia and Starling at Bridgeland—and 4.5% average in-place rent growth, partially offset by initial operating losses at Tanager Echo in Summerlin.
–Retail NOI of $12.8 million increased $0.5 million or 4% year-over-year with modest improvements in all regions. At quarter end, the retail portfolio was 95% leased.
–In July, HHH divested its two self-storage facilities in The Woodlands for a combined sales price of $30.5 million, generating a gain on sale of $16.1 million
2
Strategic Developments
–Closed on 26 condo units in the third quarter—including 16 at ‘A‘ali‘i and 10 at Kō'ula—generating $26.0 million in revenue. At quarter end, ‘A‘ali‘i and Kō'ula were 100% and 99.8% sold, respectively, with the final unit at Kō'ula contracted three days subsequent to quarter end.
–Contracted to sell 13 units at the three towers in pre-sales—Ulana, The Park Ward Village, and Kalae. At quarter end, Ulana was sold out, and the Park Ward Village and Kalae were 94% and 85% pre-sold, respectively.
–Commenced construction on 1 Riva Row in The Woodlands, a 268-unit luxury high rise multi-family development which is expected to contribute $9.9 million of NOI upon stabilization at a 6% yield on cost. The asset is expected to be completed in 2025.
–Commenced construction on a new 67,000 square-foot retail center which will be anchored by a new Whole Foods Market in Downtown Summerlin. This new retail center is expected to be completed in 2024 and is expected to generate $1.8 million of NOI upon stabilization.
Seaport
–During the third quarter, HHH recorded a $555.0 million after-tax impairment charge related to the Seaport due to reductions in estimated future cash flows resulting from significant uncertainty of future performance as stabilization and profitability are taking longer than expected, pressure on the current cost structure, lower demand for office space, as well as an increase in the capitalization rate and a decrease in restaurant multiples used to evaluate future cash flows.
–Seaport revenue of $29.5 million declined $3.0 million or 9% compared to the third quarter of 2022 primarily due to the absence of certain restaurant concepts in the current year, fewer private events, and poor weather conditions.
–Seaport generated negative NOI of $0.9 million, representing a $2.5 million year-over-year reduction. Including $8.6 million of losses from unconsolidated ventures—primarily related to the Tin Building by Jean-Georges—Total Seaport NOI was a loss of $9.5 million.
–At the Tin Building by Jean-Georges, equity losses were $8.1 million, or a $3.3 million year-over-year improvement primarily due to significantly increased sales revenues.
Financing Activity
–In August, HHH closed on a $93.3 million construction financing for the 1 Riva Row multi-family project, bearing interest at a fixed rate of 7.39% with an initial maturity in 2030.
–In August, the Company closed on a $50.0 million loan to fund new infrastructure projects in Ward Village including park development and street, sewer, and electrical improvements. The loan bears interest at SOFR plus 3.75% and has an initial maturity in 2025.
–In September, the Company closed on a $115.0 million refinancing for 250 Water St. at the Seaport. The loan bears interest at SOFR plus 3.875% with a maturity in 2026.
–In October, subsequent to quarter end, the Company closed on a three-year extension of the 4 Waterway and 9303 New Trails office buildings loan in The Woodlands. The refinancing required a principal pay down of $8 million and has a new principal balance of $29.0 million bearing interest at a fixed rate of 8.08%. The Company also closed on a two-year extension of the Creekside Park West retail center construction loan in The Woodlands. The extended loan has a total commitment of $17 million, bears interest at SOFR plus 3.00%, and has an initial maturity in 2026.
Full-Year 2023 Guidance
–MPC EBT, which was revised in the prior quarter to be flat to down 10% year-over-year, has continued to benefit from increased sales of new homes in Bridgeland, Summerlin, and The Woodlands Hills® year-to-date. With low inventories of new homes and vacant lots, homebuilder interest in new acreage continues to strengthen, and the Company expects material land sales during the fourth quarter. As a result, 2023 MPC EBT is now expected to be up 10% to 20% year-over-year, with a mid-point of approximately $325 million. This represents a $125 million improvement at the mid-point compared to the initial full-year guidance issued in early 2023.
3
–Operating Assets NOI, which was previously projected to be in a range of up 1% to 4% year-over-year, has benefited from strong multi-family rent growth and lease-up at new developments in Bridgeland, Downtown Columbia, and Summerlin which encompass nearly 1,400 units. The office portfolio has also delivered solid financial performance year-to-date, benefiting from expiring abatements; however, strong leasing momentum in recent quarters is not expected to have a material impact on 2023 results due to free-rent periods on many of the new leases. Overall, excluding the $3.4 million contribution from divested retail assets in the prior year, Operating Assets NOI is now expected to be in a range of up 2% to 4% year-over-year, with a mid-point of approximately $243 million. This represents a $7 million improvement at the mid-point compared to the initial full-year guidance issued in early 2023.
–Condo sales revenues, which were previously projected to range between $40 million and $45 million with gross margins between 10% to 13%, are now expected to be $47 million to $48 million with gross margins of 13% to 14%. 2023 condo sales revenues and gross margins are entirely driven by the closing of remaining units at ‘A‘ali‘i and Kō‘ula, which were 100% and 99.8% sold, respectively, as of September 30, 2023. The final unit at Kō'ula closed in the fourth quarter. Despite lower margins on these remaining units in the current year, overall gross margins for ‘A’ali’i and Kō‘ula remained in a range of 25% and 30%. The next major condo project scheduled to be completed is Victoria Place, which is expected to be delivered in 2024 and is 100% pre-sold.
–Cash G&A guidance is unchanged and is projected to range between $80 million and $85 million, which excludes anticipated non-cash stock compensation of approximately $5 million.
Conference Call & Webcast Information
Howard Hughes Holdings Inc. will host its third quarter 2023 earnings conference call on Tuesday, November 7, 2023, at 10:00 a.m. Eastern Time (9:00 a.m. Central Time). Please visit the Howard Hughes website to listen to the earnings call via a live webcast. To access the call via telephone, please dial 877-270-2148 within the U.S., 866-605-3850 within Canada, or +1 412-902-6510 when dialing internationally. All participants should dial in at least five minutes prior to the scheduled start time using 10173050 as the passcode.
4
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.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||
| $ in thousands | 2023 | 2022 | $ Change | % Change | 2023 | 2022 | $ Change | % Change | |||||||||||||||||||||||||||||||||
Operating Assets NOI (1) | |||||||||||||||||||||||||||||||||||||||||
| Office | $ | 29,326 | $ | 28,540 | $ | 786 | 3 | % | $ | 90,720 | $ | 83,338 | $ | 7,382 | 9 | % | |||||||||||||||||||||||||
| Retail | 12,783 | 12,293 | 490 | 4 | % | 39,904 | 38,447 | 1,457 | 4 | % | |||||||||||||||||||||||||||||||
| Multi-family | 13,817 | 11,725 | 2,092 | 18 | % | 39,512 | 34,710 | 4,802 | 14 | % | |||||||||||||||||||||||||||||||
| Other | 4,615 | 5,316 | (701) | (13) | % | 10,308 | 12,762 | (2,454) | (19) | % | |||||||||||||||||||||||||||||||
| Dispositions | 169 | 783 | (614) | (78) | % | 699 | 3,875 | (3,176) | (82) | % | |||||||||||||||||||||||||||||||
| Operating Assets NOI | 60,710 | 58,657 | 2,053 | 4 | % | 181,143 | 173,132 | 8,011 | 5 | % | |||||||||||||||||||||||||||||||
| Company's share of NOI from unconsolidated ventures | 2,121 | 2,139 | (18) | (1) | % | 8,941 | 11,279 | (2,338) | (21) | % | |||||||||||||||||||||||||||||||
| Total Operating Assets NOI | $ | 62,831 | $ | 60,796 | $ | 2,035 | 3 | % | $ | 190,084 | $ | 184,411 | $ | 5,673 | 3 | % | |||||||||||||||||||||||||
| Projected stabilized NOI Operating Assets ($ in millions) | $ | 373.8 | $ | 360.4 | $ | 13.4 | 4 | % | |||||||||||||||||||||||||||||||||
| MPC | |||||||||||||||||||||||||||||||||||||||||
| Acres Sold - Residential | 84 | 60 | 24 | 41 | % | 169 | 216 | (47) | (22) | % | |||||||||||||||||||||||||||||||
| Acres Sold - Commercial | 13 | 17 | (4) | (25) | % | 123 | 51 | 72 | 143 | % | |||||||||||||||||||||||||||||||
| Price Per Acre - Residential | $ | 913 | $ | 790 | $ | 123 | 16 | % | $ | 818 | $ | 724 | $ | 94 | 13 | % | |||||||||||||||||||||||||
| Price Per Acre - Commercial | $ | 262 | $ | 436 | $ | (174) | (40) | % | $ | 258 | $ | 730 | $ | (472) | (65) | % | |||||||||||||||||||||||||
| MPC EBT | $ | 84,798 | $ | 75,383 | $ | 9,415 | 12 | % | $ | 202,096 | $ | 206,327 | $ | (4,231) | (2) | % | |||||||||||||||||||||||||
Seaport NOI (1) | |||||||||||||||||||||||||||||||||||||||||
| Landlord Operations | $ | (6,242) | $ | (4,335) | $ | (1,907) | (44) | % | $ | (15,292) | $ | (10,260) | $ | (5,032) | (49) | % | |||||||||||||||||||||||||
| Landlord Operations - Multi-family | 15 | 22 | (7) | (32) | % | 76 | 96 | (20) | (21) | % | |||||||||||||||||||||||||||||||
| Managed Businesses | 644 | 1,010 | (366) | (36) | % | (1,942) | 149 | (2,091) | NM | ||||||||||||||||||||||||||||||||
| Tin Building | 2,286 | 1,612 | 674 | 42 | % | 7,061 | 1,612 | 5,449 | NM | ||||||||||||||||||||||||||||||||
| Events and Sponsorships | 2,395 | 3,259 | (864) | (27) | % | 1,164 | 3,545 | (2,381) | (67) | % | |||||||||||||||||||||||||||||||
| Seaport NOI | (902) | 1,568 | (2,470) | (158) | % | (8,933) | (4,858) | (4,075) | (84) | % | |||||||||||||||||||||||||||||||
| Company's share of NOI from unconsolidated ventures | (8,603) | (11,034) | 2,431 | 22 | % | (27,456) | (19,851) | (7,605) | (38) | % | |||||||||||||||||||||||||||||||
| Total Seaport NOI | $ | (9,505) | $ | (9,466) | $ | (39) | — | % | $ | (36,389) | $ | (24,709) | $ | (11,680) | (47) | % | |||||||||||||||||||||||||
| Strategic Developments | |||||||||||||||||||||||||||||||||||||||||
| Condominium rights and unit sales | $ | 25,962 | $ | 418,645 | $ | (392,683) | (94) | % | $ | 46,915 | $ | 459,681 | $ | (412,766) | (90) | % | |||||||||||||||||||||||||
NM - Not Meaningful
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.
5
About Howard Hughes Holdings Inc.®
Howard Hughes Holdings Inc. 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 City; Downtown Columbia® in Maryland; The Woodlands®, Bridgeland® and The Woodlands Hills® in the Greater Houston, Texas area; Summerlin® in Las Vegas; Ward Village® in Honolulu, Hawaiʻi; and Teravalis™ in the Greater Phoenix, Arizona area. The Howard Hughes 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 placemaking, the company is recognized for its ongoing commitment to design excellence and to the cultural life of its communities. Howard Hughes Holdings Inc. is traded on the New York Stock Exchange as HHH. For additional information visit www.howardhughes.com.
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) general adverse economic and local real estate conditions; (ii) potential changes in the financial markets and interest rates; (iii) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business; (iv) financing risks, such as the inability to obtain equity, debt or other sources of financing or refinancing on favorable terms, if at all; (v) ability to compete effectively, including the potential impact of heightened competition for tenants and potential decreases in occupancy at our properties; (vi) ability to successfully dispose of non-core assets on favorable terms, if at all; (vii) ability to successfully identify, acquire, develop and/or manage properties on favorable terms and in accordance with applicable zoning and permitting laws; (xiii) changes in governmental laws and regulations; (ix) increases in operating costs, including construction cost increases as the result of trade disputes and tariffs on goods imported in the United States; (x) the impact of the COVID-19 pandemic on the Company’s business, tenants and the economy in general, and our ability to accurately assess and predict such impacts; (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, 2022. 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.
6
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
Howard Hughes Holdings Inc.
Cristina Carlson, 646-822-6910
Senior Vice President, Head of Corporate Communications
cristina.carlson@howardhughes.com
Investor Relations Contact
Howard Hughes Holdings Inc.
Eric Holcomb, 281-475-2144
Senior Vice President, Investor Relations
eric.holcomb@howardhughes.com
7
HOWARD HUGHES HOLDINGS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| thousands except per share amounts | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| REVENUES | |||||||||||||||||||||||
| Condominium rights and unit sales | $ | 25,962 | $ | 418,645 | $ | 46,915 | $ | 459,681 | |||||||||||||||
| Master Planned Communities land sales | 75,378 | 52,585 | 177,045 | 199,032 | |||||||||||||||||||
| Rental revenue | 105,192 | 96,917 | 306,395 | 296,081 | |||||||||||||||||||
| Other land, rental, and property revenues | 46,280 | 52,550 | 112,146 | 119,870 | |||||||||||||||||||
| Builder price participation | 15,847 | 18,852 | 45,763 | 51,819 | |||||||||||||||||||
| Total revenues | 268,659 | 639,549 | 688,264 | 1,126,483 | |||||||||||||||||||
| EXPENSES | |||||||||||||||||||||||
| Condominium rights and unit cost of sales | 22,537 | 295,300 | 56,390 | 329,026 | |||||||||||||||||||
| Master Planned Communities cost of sales | 28,264 | 19,355 | 66,134 | 75,304 | |||||||||||||||||||
| Operating costs | 92,439 | 85,089 | 248,626 | 236,763 | |||||||||||||||||||
| Rental property real estate taxes | 15,262 | 12,118 | 46,259 | 40,314 | |||||||||||||||||||
| Provision for (recovery of) doubtful accounts | 1,446 | 106 | (1,000) | 2,238 | |||||||||||||||||||
| General and administrative | 21,601 | 19,471 | 65,371 | 60,874 | |||||||||||||||||||
| Depreciation and amortization | 55,974 | 50,015 | 161,204 | 147,584 | |||||||||||||||||||
| Other | 2,225 | 2,902 | 8,885 | 7,985 | |||||||||||||||||||
| Total expenses | 239,748 | 484,356 | 651,869 | 900,088 | |||||||||||||||||||
| OTHER | |||||||||||||||||||||||
| Provision for impairment | (672,492) | — | (672,492) | — | |||||||||||||||||||
| Gain (loss) on sale or disposal of real estate and other assets, net | 16,286 | — | 21,000 | 4,009 | |||||||||||||||||||
| Other income (loss), net | 173 | 2,004 | 3,547 | 2,497 | |||||||||||||||||||
| Total other | (656,033) | 2,004 | (647,945) | 6,506 | |||||||||||||||||||
| Operating income (loss) | (627,122) | 157,197 | (611,550) | 232,901 | |||||||||||||||||||
| Interest income | 7,729 | 995 | 16,813 | 1,273 | |||||||||||||||||||
| Interest expense | (38,552) | (24,373) | (110,636) | (79,963) | |||||||||||||||||||
| Gain (loss) on extinguishment of debt | (48) | — | (48) | (645) | |||||||||||||||||||
| Equity in earnings (losses) from unconsolidated ventures | (30,886) | 7,708 | (41,874) | 19,528 | |||||||||||||||||||
| Income (loss) before income taxes | (688,879) | 141,527 | (747,295) | 173,094 | |||||||||||||||||||
| Income tax expense (benefit) | (144,744) | 33,858 | (161,392) | 41,822 | |||||||||||||||||||
| Net income (loss) | (544,135) | 107,669 | (585,903) | 131,272 | |||||||||||||||||||
| Net (income) loss attributable to noncontrolling interests | (46) | 427 | (166) | 510 | |||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | (544,181) | $ | 108,096 | $ | (586,069) | $ | 131,782 | |||||||||||||||
| Basic income (loss) per share | $ | (10.97) | $ | 2.19 | $ | (11.83) | $ | 2.59 | |||||||||||||||
| Diluted income (loss) per share | $ | (10.97) | $ | 2.19 | $ | (11.83) | $ | 2.59 | |||||||||||||||
8
HOWARD HUGHES HOLDINGS INC.
CONSOLIDATED BALANCE SHEETS
UNAUDITED
| thousands except par values and share amounts | September 30, 2023 | December 31, 2022 | |||||||||
| ASSETS | |||||||||||
| Master Planned Communities assets | $ | 2,472,497 | $ | 2,411,526 | |||||||
| Buildings and equipment | 4,093,344 | 4,246,389 | |||||||||
| Less: accumulated depreciation | (987,801) | (867,700) | |||||||||
| Land | 303,685 | 312,230 | |||||||||
| Developments | 1,159,215 | 1,125,027 | |||||||||
| Net investment in real estate | 7,040,940 | 7,227,472 | |||||||||
| Investments in unconsolidated ventures | 225,580 | 246,171 | |||||||||
| Cash and cash equivalents | 491,679 | 626,653 | |||||||||
| Restricted cash | 444,119 | 472,284 | |||||||||
| Accounts receivable, net | 108,875 | 103,437 | |||||||||
| Municipal Utility District receivables, net | 593,984 | 473,068 | |||||||||
| Deferred expenses, net | 141,410 | 128,865 | |||||||||
| Operating lease right-of-use assets | 45,596 | 46,926 | |||||||||
| Other assets, net | 278,935 | 278,587 | |||||||||
| Total assets | $ | 9,371,118 | $ | 9,603,463 | |||||||
| LIABILITIES | |||||||||||
| Mortgages, notes, and loans payable, net | $ | 5,196,000 | $ | 4,747,183 | |||||||
| Operating lease obligations | 51,761 | 51,321 | |||||||||
| Deferred tax liabilities, net | 87,245 | 254,336 | |||||||||
| Accounts payable and other liabilities | 1,006,283 | 944,511 | |||||||||
| Total liabilities | 6,341,289 | 5,997,351 | |||||||||
| EQUITY | |||||||||||
| Preferred stock: $0.01 par value; 50,000,000 shares authorized, none issued | — | — | |||||||||
Common stock: $0.01 par value; 150,000,000 shares authorized, 56,560,880 issued, and 50,114,936 outstanding as of September 30, 2023, 56,226,273 shares issued, and 49,801,997 outstanding as of December 31, 2022 | 566 | 564 | |||||||||
| Additional paid-in capital | 3,986,513 | 3,972,561 | |||||||||
| Retained earnings (accumulated deficit) | (417,992) | 168,077 | |||||||||
| Accumulated other comprehensive income (loss) | 7,571 | 10,335 | |||||||||
Treasury stock, at cost, 6,445,944 shares as of September 30, 2023, and 6,424,276 shares as of December 31, 2022 | (612,763) | (611,038) | |||||||||
| Total stockholders' equity | 2,963,895 | 3,540,499 | |||||||||
| Noncontrolling interests | 65,934 | 65,613 | |||||||||
| Total equity | 3,029,829 | 3,606,112 | |||||||||
| Total liabilities and equity | $ | 9,371,118 | $ | 9,603,463 | |||||||
9
Segment Earnings Before Tax (EBT)
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 EBT. EBT, as it relates to each business segment, includes the revenues and expenses of each segment, as shown below. 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.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| thousands | 2023 | 2022 | $ Change | 2023 | 2022 | $ Change | |||||||||||||||||||||||||||||
| Operating Assets Segment EBT | |||||||||||||||||||||||||||||||||||
| Total revenues | $ | 116,874 | $ | 109,493 | $ | 7,381 | $ | 339,226 | $ | 327,742 | $ | 11,484 | |||||||||||||||||||||||
| Total operating expenses | (55,786) | (48,994) | (6,792) | (157,837) | (146,958) | (10,879) | |||||||||||||||||||||||||||||
| Segment operating income (loss) | 61,088 | 60,499 | 589 | 181,389 | 180,784 | 605 | |||||||||||||||||||||||||||||
| Depreciation and amortization | (43,127) | (37,714) | (5,413) | (123,637) | (115,143) | (8,494) | |||||||||||||||||||||||||||||
| Interest income (expense), net | (31,884) | (23,340) | (8,544) | (91,080) | (64,776) | (26,304) | |||||||||||||||||||||||||||||
| Other income (loss), net | (244) | 421 | (665) | 1,998 | (57) | 2,055 | |||||||||||||||||||||||||||||
| Equity in earnings (losses) from unconsolidated ventures | 1,364 | 4,132 | (2,768) | 5,311 | 21,898 | (16,587) | |||||||||||||||||||||||||||||
| Gain (loss) on sale or disposal of real estate and other assets, net | 16,050 | — | 16,050 | 20,764 | 4,018 | 16,746 | |||||||||||||||||||||||||||||
| Gain (loss) on extinguishment of debt | — | — | — | — | (645) | 645 | |||||||||||||||||||||||||||||
| Operating Assets segment EBT | $ | 3,247 | $ | 3,998 | $ | (751) | $ | (5,255) | $ | 26,079 | $ | (31,334) | |||||||||||||||||||||||
| Master Planned Communities Segment EBT | |||||||||||||||||||||||||||||||||||
| Total revenues | $ | 95,799 | $ | 78,188 | $ | 17,611 | $ | 236,123 | $ | 266,990 | $ | (30,867) | |||||||||||||||||||||||
| Total operating expenses | (41,239) | (31,055) | (10,184) | (103,668) | (113,087) | 9,419 | |||||||||||||||||||||||||||||
| Segment operating income (loss) | 54,560 | 47,133 | 7,427 | 132,455 | 153,903 | (21,448) | |||||||||||||||||||||||||||||
| Depreciation and amortization | (103) | (104) | 1 | (316) | (286) | (30) | |||||||||||||||||||||||||||||
| Interest income (expense), net | 16,031 | 13,492 | 2,539 | 49,004 | 35,697 | 13,307 | |||||||||||||||||||||||||||||
| Other income (loss), net | — | — | — | (103) | 23 | (126) | |||||||||||||||||||||||||||||
| Equity in earnings (losses) from unconsolidated ventures | 14,310 | 14,862 | (552) | 21,056 | 16,990 | 4,066 | |||||||||||||||||||||||||||||
| MPC segment EBT | $ | 84,798 | $ | 75,383 | $ | 9,415 | $ | 202,096 | $ | 206,327 | $ | (4,231) | |||||||||||||||||||||||
Seaport Segment EBT | |||||||||||||||||||||||||||||||||||
| Total revenues | $ | 29,490 | $ | 32,501 | $ | (3,011) | $ | 64,191 | $ | 70,053 | $ | (5,862) | |||||||||||||||||||||||
| Total operating expenses | (33,303) | (31,404) | (1,899) | (78,884) | (79,329) | 445 | |||||||||||||||||||||||||||||
| Segment operating income (loss) | (3,813) | 1,097 | (4,910) | (14,693) | (9,276) | (5,417) | |||||||||||||||||||||||||||||
| Depreciation and amortization | (10,808) | (9,651) | (1,157) | (31,804) | (25,194) | (6,610) | |||||||||||||||||||||||||||||
| Interest income (expense), net | 1,358 | 1,731 | (373) | 3,855 | 3,003 | 852 | |||||||||||||||||||||||||||||
| Other income (loss), net | 313 | (18) | 331 | (1,287) | 289 | (1,576) | |||||||||||||||||||||||||||||
| Equity in earnings (losses) from unconsolidated ventures | (46,619) | (11,273) | (35,346) | (68,335) | (20,223) | (48,112) | |||||||||||||||||||||||||||||
| Gain (loss) on extinguishment of debt | (48) | — | (48) | (48) | — | (48) | |||||||||||||||||||||||||||||
| Provision for impairment | (672,492) | — | (672,492) | (672,492) | — | (672,492) | |||||||||||||||||||||||||||||
| Seaport segment EBT | $ | (732,109) | $ | (18,114) | $ | (713,995) | $ | (784,804) | $ | (51,401) | $ | (733,403) | |||||||||||||||||||||||
| Strategic Developments Segment EBT | |||||||||||||||||||||||||||||||||||
| Total revenues | $ | 26,481 | $ | 419,353 | $ | (392,872) | $ | 48,679 | $ | 461,655 | $ | (412,976) | |||||||||||||||||||||||
| Total operating expenses | (29,620) | (300,515) | 270,895 | (76,020) | (344,271) | 268,251 | |||||||||||||||||||||||||||||
| Segment operating income (loss) | (3,139) | 118,838 | (121,977) | (27,341) | 117,384 | (144,725) | |||||||||||||||||||||||||||||
| Depreciation and amortization | (962) | (1,406) | 444 | (2,848) | (4,083) | 1,235 | |||||||||||||||||||||||||||||
| Interest income (expense), net | 4,412 | 5,817 | (1,405) | 11,917 | 12,334 | (417) | |||||||||||||||||||||||||||||
| Other income (loss), net | 81 | 900 | (819) | 158 | 1,361 | (1,203) | |||||||||||||||||||||||||||||
| Equity in earnings (losses) from unconsolidated ventures | 59 | (13) | 72 | 94 | 863 | (769) | |||||||||||||||||||||||||||||
| Gain (loss) on sale or disposal of real estate and other assets, net | 236 | — | 236 | 236 | (9) | 245 | |||||||||||||||||||||||||||||
| Strategic Developments segment EBT | $ | 687 | $ | 124,136 | $ | (123,449) | $ | (17,784) | $ | 127,850 | $ | (145,634) | |||||||||||||||||||||||
10
Appendix – Reconciliation of Non-GAAP Measures
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.
Net Operating Income (NOI)
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). 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 costs; gain on sale or disposal of real estate and other assets, net; provision for impairment; and equity in earnings from unconsolidated ventures. This amount is presented as Operating Assets NOI and Seaport NOI throughout this document. Total Operating Assets NOI and Total Seaport NOI represent NOI as defined above with the addition of our share of NOI from unconsolidated ventures.
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 reflects the revenues and expenses directly associated with owning and operating real estate 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 rental and occupancy rates, tenant mix, and operating costs have on our operating results, gross margins, and investment returns.
A reconciliation of segment EBT to NOI for Operating Assets and Seaport is presented in the tables below:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| thousands | 2023 | 2022 | Change | 2023 | 2022 | $ Change | |||||||||||||||||||||||||||||
| Operating Assets Segment | |||||||||||||||||||||||||||||||||||
| Total revenues | $ | 116,874 | $ | 109,493 | $ | 332,147 | $ | 339,226 | $ | 327,742 | $ | 11,484 | |||||||||||||||||||||||
| Total operating expenses | (55,786) | (48,994) | (147,881) | (157,837) | (146,958) | (10,879) | |||||||||||||||||||||||||||||
| Segment operating income (loss) | 61,088 | 60,499 | 184,266 | 181,389 | 180,784 | 605 | |||||||||||||||||||||||||||||
| Depreciation and amortization | (43,127) | (37,714) | (116,196) | (123,637) | (115,143) | (8,494) | |||||||||||||||||||||||||||||
| Interest income (expense), net | (31,884) | (23,340) | (69,841) | (91,080) | (64,776) | (26,304) | |||||||||||||||||||||||||||||
| Other income (loss), net | (244) | 421 | (971) | 1,998 | (57) | 2,055 | |||||||||||||||||||||||||||||
| Equity in earnings (losses) from unconsolidated ventures | 1,364 | 4,132 | 7,088 | 5,311 | 21,898 | (16,587) | |||||||||||||||||||||||||||||
| Gain (loss) on sale or disposal of real estate and other assets, net | 16,050 | — | 29,588 | 20,764 | 4,018 | 16,746 | |||||||||||||||||||||||||||||
| Gain (loss) on extinguishment of debt | — | — | (1,948) | — | (645) | 645 | |||||||||||||||||||||||||||||
| Operating Assets segment EBT | 3,247 | 3,998 | (751) | (5,255) | 26,079 | (31,334) | |||||||||||||||||||||||||||||
| Add back: | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 43,127 | 37,714 | 5,413 | 123,637 | 115,143 | 8,494 | |||||||||||||||||||||||||||||
| Interest (income) expense, net | 31,884 | 23,340 | 8,544 | 91,080 | 64,776 | 26,304 | |||||||||||||||||||||||||||||
| Equity in (earnings) losses from unconsolidated ventures | (1,364) | (4,132) | 2,768 | (5,311) | (21,898) | 16,587 | |||||||||||||||||||||||||||||
| (Gain) loss on sale or disposal of real estate and other assets, net | (16,050) | — | (16,050) | (20,764) | (4,018) | (16,746) | |||||||||||||||||||||||||||||
| (Gain) loss on extinguishment of debt | — | — | — | — | 645 | (645) | |||||||||||||||||||||||||||||
| Impact of straight-line rent | (470) | (1,744) | 1,274 | (2,664) | (7,283) | 4,619 | |||||||||||||||||||||||||||||
| Other | 336 | (519) | 855 | 420 | (312) | 732 | |||||||||||||||||||||||||||||
| Operating Assets NOI | 60,710 | 58,657 | 2,053 | 181,143 | 173,132 | 8,011 | |||||||||||||||||||||||||||||
| Company's share of NOI from equity investments | 2,121 | 2,139 | (18) | 5,908 | 6,641 | (733) | |||||||||||||||||||||||||||||
| Distributions from Summerlin Hospital investment | — | — | — | 3,033 | 4,638 | (1,605) | |||||||||||||||||||||||||||||
| Company's share of NOI from unconsolidated ventures | 2,121 | 2,139 | (18) | 8,941 | 11,279 | (2,338) | |||||||||||||||||||||||||||||
| Total Operating Assets NOI | $ | 62,831 | $ | 60,796 | $ | 2,035 | $ | 190,084 | $ | 184,411 | $ | 5,673 | |||||||||||||||||||||||
11
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| thousands | 2023 | 2022 | Change | 2023 | 2022 | $ Change | |||||||||||||||||||||||||||||
Seaport Segment | |||||||||||||||||||||||||||||||||||
| Total revenues | $ | 29,490 | $ | 32,501 | $ | (3,011) | $ | 64,191 | $ | 70,053 | $ | (5,862) | |||||||||||||||||||||||
| Total operating expenses | (33,303) | (31,404) | (1,899) | (78,884) | (79,329) | 445 | |||||||||||||||||||||||||||||
| Segment operating income (loss) | (3,813) | 1,097 | (4,910) | (14,693) | (9,276) | (5,417) | |||||||||||||||||||||||||||||
| Depreciation and amortization | (10,808) | (9,651) | (1,157) | (31,804) | (25,194) | (6,610) | |||||||||||||||||||||||||||||
| Interest income (expense), net | 1,358 | 1,731 | (373) | 3,855 | 3,003 | 852 | |||||||||||||||||||||||||||||
| Other income (loss), net | 313 | (18) | 331 | (1,287) | 289 | (1,576) | |||||||||||||||||||||||||||||
| Equity in earnings (losses) from unconsolidated ventures | (46,619) | (11,273) | (35,346) | (68,335) | (20,223) | (48,112) | |||||||||||||||||||||||||||||
| Gain (loss) on extinguishment of debt | (48) | — | (48) | (48) | — | (48) | |||||||||||||||||||||||||||||
| Provision for impairment | (672,492) | — | (672,492) | (672,492) | — | (672,492) | |||||||||||||||||||||||||||||
| Seaport segment EBT | (732,109) | (18,114) | (713,995) | (784,804) | (51,401) | (733,403) | |||||||||||||||||||||||||||||
| Add back: | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 10,808 | 9,651 | 1,157 | 31,804 | 25,194 | 6,610 | |||||||||||||||||||||||||||||
| Interest (income) expense, net | (1,358) | (1,731) | 373 | (3,855) | (3,003) | (852) | |||||||||||||||||||||||||||||
| Equity in (earnings) losses from unconsolidated ventures | 46,619 | 11,273 | 35,346 | 68,335 | 20,223 | 48,112 | |||||||||||||||||||||||||||||
| (Gain) loss on extinguishment of debt | 48 | — | 48 | 48 | — | 48 | |||||||||||||||||||||||||||||
| Impact of straight-line rent | 435 | (185) | 620 | 1,567 | 1,519 | 48 | |||||||||||||||||||||||||||||
| Other (income) loss, net (a) | 2,163 | 674 | 1,489 | 5,480 | 2,610 | 2,870 | |||||||||||||||||||||||||||||
| Provision for impairment | 672,492 | — | 672,492 | 672,492 | — | 672,492 | |||||||||||||||||||||||||||||
| Seaport NOI | (902) | 1,568 | (2,470) | (8,933) | (4,858) | (4,075) | |||||||||||||||||||||||||||||
| Company's share of NOI from unconsolidated ventures (b) | (8,603) | (11,034) | 2,431 | (27,456) | (19,851) | (7,605) | |||||||||||||||||||||||||||||
| Total Seaport NOI | $ | (9,505) | $ | (9,466) | $ | (39) | $ | (36,389) | $ | (24,709) | $ | (11,680) | |||||||||||||||||||||||
(a)Includes miscellaneous development-related items.
(b)The Company’s share of NOI related to the Tin Building by Jean-Georges is calculated using our current partnership funding provisions.
12
Same Store NOI - Operating Assets Segment
The Company defines Same Store Properties as consolidated and unconsolidated properties that are acquired or placed in-service prior to the beginning of the earliest period presented and owned by the Company through the end of the latest period presented. Same Store Properties exclude properties placed in-service, acquired, repositioned or in development or redevelopment after the beginning of the earliest period presented or disposed of prior to the end of the latest period presented. Accordingly, it takes at least one year and one quarter after a property is acquired or treated as in-service for that property to be included in Same Store Properties.
We calculate Same Store Net Operating Income (Same Store NOI) as Operating Assets NOI applicable to Same Store Properties. Same Store NOI also includes the Company's share of NOI from unconsolidated ventures and the annual distribution from a cost basis investment. Same Store NOI is a non-GAAP financial measure and should not be viewed as an alternative to net income calculated in accordance with GAAP as a measurement of our operating performance. We believe that Same Store NOI is helpful to investors as a supplemental comparative performance measure of the income generated from the same group of properties from one period to the next. Other companies may not define Same Store NOI in the same manner as we do; therefore, our computation of Same Store NOI may not be comparable to that of other companies. Additionally, we do not control investments in unconsolidated properties and while we consider disclosures of our share of NOI to be useful, they may not accurately depict the legal and economic implications of our investment arrangements.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| thousands | 2023 | 2022 | $ Change | 2023 | 2022 | $ Change | |||||||||||||||||||||||||||||
| Same Store Office | |||||||||||||||||||||||||||||||||||
| Houston, TX | $ | 20,449 | $ | 19,050 | $ | 1,399 | $ | 63,427 | $ | 54,527 | $ | 8,900 | |||||||||||||||||||||||
| Columbia, MD | 5,566 | 5,881 | (315) | 17,868 | 18,259 | (391) | |||||||||||||||||||||||||||||
| Las Vegas, NV | 3,434 | 3,499 | (65) | 10,110 | 10,560 | (450) | |||||||||||||||||||||||||||||
| Total Same Store Office | 29,449 | 28,430 | 1,019 | 91,405 | 83,346 | 8,059 | |||||||||||||||||||||||||||||
| Same Store Retail | |||||||||||||||||||||||||||||||||||
| Houston, TX | 2,954 | 2,843 | 111 | 8,976 | 7,368 | 1,608 | |||||||||||||||||||||||||||||
| Columbia, MD | 660 | 565 | 95 | 1,997 | 1,794 | 203 | |||||||||||||||||||||||||||||
| Las Vegas, NV | 5,856 | 5,687 | 169 | 18,113 | 17,328 | 785 | |||||||||||||||||||||||||||||
| Honolulu, HI | 3,490 | 3,378 | 112 | 11,261 | 11,859 | (598) | |||||||||||||||||||||||||||||
| Total Same Store Retail | 12,960 | 12,473 | 487 | 40,347 | 38,349 | 1,998 | |||||||||||||||||||||||||||||
| Same Store Multi-family | |||||||||||||||||||||||||||||||||||
| Houston, TX | 8,791 | 8,260 | 531 | 27,501 | 24,333 | 3,168 | |||||||||||||||||||||||||||||
| Columbia, MD | 1,783 | 1,667 | 116 | 5,027 | 4,934 | 93 | |||||||||||||||||||||||||||||
| Las Vegas, NV | 1,863 | 1,895 | (32) | 5,604 | 5,543 | 61 | |||||||||||||||||||||||||||||
| Company's share of NOI from unconsolidated ventures | 1,906 | 1,910 | (4) | 5,520 | 5,440 | 80 | |||||||||||||||||||||||||||||
| Total Same Store Multi-family | 14,343 | 13,732 | 611 | 43,652 | 40,250 | 3,402 | |||||||||||||||||||||||||||||
| Same Store Other | |||||||||||||||||||||||||||||||||||
| Houston, TX | 1,555 | 1,313 | 242 | 4,727 | 4,305 | 422 | |||||||||||||||||||||||||||||
| Columbia, MD | 3 | (17) | 20 | 21 | (141) | 162 | |||||||||||||||||||||||||||||
| Las Vegas, NV | 3,013 | 3,876 | (863) | 5,377 | 8,293 | (2,916) | |||||||||||||||||||||||||||||
| Honolulu, HI | 45 | 144 | (99) | 183 | 305 | (122) | |||||||||||||||||||||||||||||
| Company's share of NOI from unconsolidated ventures | 215 | 229 | (14) | 3,421 | 5,839 | (2,418) | |||||||||||||||||||||||||||||
| Total Same Store Other | 4,831 | 5,545 | (714) | 13,729 | 18,601 | (4,872) | |||||||||||||||||||||||||||||
| Total Same Store NOI | 61,583 | 60,180 | 1,403 | 189,133 | 180,546 | 8,587 | |||||||||||||||||||||||||||||
| Non-Same Store NOI | 1,248 | 616 | 632 | 951 | 3,865 | (2,914) | |||||||||||||||||||||||||||||
| Total Operating Assets NOI | $ | 62,831 | $ | 60,796 | $ | 2,035 | $ | 190,084 | $ | 184,411 | $ | 5,673 | |||||||||||||||||||||||
13
Cash G&A
The Company defines Cash G&A as General and administrative expense less non-cash stock compensation expense. Cash G&A is a non-GAAP financial measure that we believe is useful to our investors and other users of our financial statements as an indicator of overhead efficiency without regard to non-cash expenses associated with stock compensation. However, it should not be used as an alternative to general and administrative expenses in accordance with GAAP.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| thousands | 2023 | 2022 | $ Change | 2023 | 2022 | $ Change | |||||||||||||||||||||||||||||
| General and Administrative | |||||||||||||||||||||||||||||||||||
| General and administrative (G&A) (a) | $ | 21,601 | $ | 19,471 | $ | 2,130 | $ | 65,371 | $ | 60,874 | $ | 4,497 | |||||||||||||||||||||||
| Less: Non-cash stock compensation | (1,699) | (1,298) | (401) | (6,748) | (3,989) | (2,759) | |||||||||||||||||||||||||||||
| Cash G&A | $ | 19,902 | $ | 18,173 | $ | 1,729 | $ | 58,623 | $ | 56,885 | $ | 1,738 | |||||||||||||||||||||||
(a)G&A expense includes $1.6 million of severance and bonus costs and $2.1 million of non-cash stock compensation related to our former General Counsel in the first quarter of 2023 and $2.3 million of severance and bonus costs related to our former Chief Financial Officer in the first quarter of 2022.
14
Howard Hughes Holdings Inc. Supplemental Information Three Months Ended September 30, 2023 NYSE: HHH Exhibit 99.2
HOWARD HUGHES 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 the 2022 Annual Report of our subsidiary, The Howard Hughes Corporation on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission (SEC) on February 27, 2023. 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). Non-GAAP financial measures should not be considered independently, or as a substitute, for financial information presented in accordance with GAAP. 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). 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 unconsolidated ventures. 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 reflects the revenues and expenses directly associated with owning and operating real estate properties. This amount is presented as Operating Assets NOI and Seaport NOI throughout this document. Total Operating Assets NOI and Total Seaport NOI represent NOI as defined above with the addition of our share of NOI from unconsolidated ventures. 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 rental and occupancy rates, tenant mix, and operating costs have on our operating results, gross margins, and investment returns. 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. Additional Information Our website address is www.howardhughes.com. The 2022 Annual Report of our subsidiary, The Howard Hughes Corporation 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.
3 Table of Contents Table of Contents FINANCIAL OVERVIEW Definitions 4 Company Profile 5 Financial Summary 7 Balance Sheets 9 Statements of Operations 10 OPERATING PORTFOLIO PERFORMANCE Same Store Metrics 11 NOI by Region 13 Stabilized Properties 15 Unstabilized Properties 17 Under Construction Properties 18 Seaport Operating Performance 19 OTHER PORTFOLIO METRICS Ward Village - Sold Out Condominiums 20 Ward Village - Remaining to be Sold 21 Summary of Remaining Development Costs 22 Portfolio Key Metrics 23 MPC Performance 24 MPC Land 25 Lease Expirations 26 Other Assets and Acquisition / Disposition Activity 27 Debt Summary 28 Reconciliations of Non-GAAP Measures 30
HOWARD HUGHES 4 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 multi-family 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 September 30, 2023, unless otherwise noted. This excludes Master Planned Community (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). 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 unconsolidated ventures. 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 factor, 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. This amount is presented as Operating Assets NOI and Seaport NOI throughout this document. Total Operating Assets NOI and Total Seaport NOI - These terms represent NOI as defined above with the addition of our share of NOI from unconsolidated ventures. 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 In-Place NOI is compared to its projected Stabilized NOI 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. 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. Same Store Properties - The Company defines Same Store Properties as consolidated and unconsolidated properties that are acquired or placed in-service prior to the beginning of the earliest period presented and owned by the Company through the end of the latest period presented. Same Store Properties exclude properties placed in- service, acquired, repositioned or in development or redevelopment after the beginning of the earliest period presented or disposed of prior to the end of the latest period presented. Accordingly, it takes at least one year and one quarter after a property is acquired or treated as in-service for that property to be included in Same Store Properties. Same Store NOI - We calculate Same Store Net Operating Income (Same Store NOI) as Operating Assets NOI applicable to consolidated properties acquired or placed in-service prior to the beginning of the earliest period presented and owned by the Company through the end of the latest period presented. Same Store NOI also includes the Company's share of NOI from unconsolidated ventures and the annual distribution from a cost basis investment. Same Store NOI is a non-GAAP financial measure and should not be viewed as an alternative to net income calculated in accordance with GAAP as a measurement of our operating performance. We believe that Same Store NOI is helpful to investors as a supplemental comparative performance measure of the income generated from the same group of properties from one period to the next. Other companies may not define Same Store NOI in the same manner as we do; therefore, our computation of Same Store NOI may not be comparable to that of other companies. Additionally, we do not control investments in unconsolidated properties and while we consider disclosures of our share of NOI to be useful, they may not accurately depict the legal and economic implications of our investment arrangements. DefinitionsDefinitions
HOWARD HUGHES 5 The Park Ward Village 6% ‘A‘ali‘i 29% Kō'ula 29% Ulana Ward Village 13% Kalae 23%Bridgeland 26% Summerlin 73% The Woodlands/ Woodlands Hills 1% Recent Company Highlights Q3 2023 Company Performance Diluted Earnings / Share $ (10.97) FFO / Diluted Share $ 1.11 Core FFO / Diluted Share $ 1.23 AFFO / Diluted Share $ 1.13 Operating Portfolio by Region Q3 '23 MPC EBT $84.8M Q3 '23 Condos Contracted 31 units NYSE: HHH Company Profile - Summary & Results HOUSTON, Aug. 11, 2023 - The Howard Hughes Corporation® (HHC) and Howard Hughes Holdings Inc.® announced completion of the previously announced holding company structure, making Howard Hughes Holdings the parent holding company of HHC. HHC traded on the New York Stock Exchange under the ticker symbol "HHC". Commencing on Monday, August 14, 2023, Howard Hughes Holdings will trade under the new ticker symbol "HHH". HOUSTON, Oct. 5, 2023 - Howard Hughes Holdings Inc. (HHH) announced a newly formed division comprising the company's entertainment-related assets in New York and Las Vegas—including the Seaport in Lower Manhattan and the Las Vegas Aviators® Triple-A Minor League Baseball team, as well as the company's ownership stake in Jean-Georges Restaurants and its 80% interest in the air rights above the Fashion Show Mall. HHH is establishing Seaport Entertainment with the intention of completing its spinoff as a publicly traded company by year-end 2024. Office 47% Multi-family 25% Retail 20% Other 8% Q3 '23 Operating Assets NOI $62.8M Performance Highlights
HOWARD HUGHES 6 Office 28% Multi-family 55% Retail 17% Office 16% Multi-family 79% Retail 5% Office 48% Multi-family 26% Retail 20% Other 6% Office 51% Multi-family 20% Retail 21% Other 8% Office 29% Multi-family 63% Retail 8% Q3 2023 Path to Projected Annual Stabilized NOI Currently Under Construction Currently Unstabilized Currently Stabilized Total Projected Stabilized NOI $31.3M Projected Stabilized NOI $315.8M Projected Stabilized NOI $373.8M Office 48% Multi-family 24% Retail 20% Other 8% Office 47% Multi-family 25% Retail 20% Other 8% Path to Projected Annual Stabilized NOI charts exclude Seaport NOI, units, and square footage. See page 19 for Seaport NOI and other project information. See page 4 for definitions of Under Construction, Unstabilized, Stabilized, and Net Operating Income (NOI). Q3 '23 Stabilized NOI $61.9M Q3 '23 Unstabilized NOI $0.9M Q3 '23 Total NOI $62.8M Projected Stabilized NOI $26.7M Retail Sq. Ft. 125,900 Retail Sq. Ft. 80,862 Retail Sq. Ft. 2,202,807 Retail Sq. Ft. 2,409,569 Office Sq. Ft. 233,000 Office Sq. Ft. 298,587 Office Sq. Ft. 6,284,192 Office Sq. Ft. 6,815,779 Multi-family Units 531 Multi-family Units 1,124 Multi-family Units 4,200 Multi-family Units 5,855 Q3 2023 Operating Results by Property Type Currently Unstabilized Currently Stabilized Total Company Profile - Summary & Results (cont.)
HOWARD HUGHES 7 thousands except share price and billions Q3 2023 Q2 2023 Q1 2023 Q4 2022 Q3 2022 YTD Q3 2023 YTD Q3 2022 Company Profile Share price (a) $ 74.13 $ 78.92 $ 80.00 $ 76.42 $ 55.39 $ 74.13 $ 55.39 Market Capitalization (b) $3.7b $3.9b $4.0b $3.8b $2.7b $3.7b $2.7b Enterprise Value (c) $8.4b $8.5b $8.4b $8.0b $7.1b $8.4b $7.1b Weighted avg. shares - basic 49,616 49,581 49,455 49,426 49,445 49,551 50,880 Weighted avg. shares - diluted 49,616 49,581 49,455 49,464 49,471 49,551 50,912 Debt Summary Total debt payable (d) $ 5,247,534 $ 4,996,198 $ 4,831,044 $ 4,802,188 $ 4,675,327 $ 5,247,534 $ 4,675,327 Fixed-rate debt $ 3,597,960 $ 3,604,118 $ 3,607,734 $ 3,610,618 $ 3,316,050 $ 3,597,960 $ 3,316,050 Weighted avg. rate - fixed 4.55 % 4.55 % 4.55 % 4.55 % 4.40 % 4.55 % 4.40 % Variable-rate debt, excluding condominium financing $ 1,451,384 $ 1,277,571 $ 1,174,310 $ 1,142,570 $ 1,310,277 $ 1,451,384 $ 1,310,277 Weighted avg. rate - variable 7.79 % 6.37 % 6.20 % 6.07 % 5.19 % 7.79 % 5.19 % Condominium debt outstanding at end of period $ 198,190 $ 114,509 $ 49,000 $ 49,000 $ 49,000 $ 198,190 $ 49,000 Weighted avg. rate - condominium financing 9.91 % 7.17 % 7.00 % 7.00 % 8.14 % 9.91 % 8.14 % Leverage ratio (debt to enterprise value) 61.50 % 57.95 % 57.00 % 59.40 % 65.16 % 61.54 % 65.16 % General and Administrative General and administrative (G&A) (e) $ 21,601 $ 20,217 $ 23,553 $ 20,898 $ 19,471 $ 65,371 $ 60,874 Less: Non-cash stock compensation (1,699) (1,606) (3,443) (1,366) (1,298) (6,748) (3,989) Cash G&A (f) $ 19,902 $ 18,611 $ 20,110 $ 19,532 $ 18,173 $ 58,623 $ 56,885 Financial 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 diluted weighted average shares. (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. (e) G&A expense for the first quarter of 2023 includes both $1.6 million of severance and bonus costs and $2.1 million of non-cash stock compensation related to our former General Counsel. G&A expense for the first quarter of 2022 includes $2.3 million of severance and bonus costs related to our former Chief Financial Officer. (f) Cash G&A is a non-GAAP financial measure that we believe is useful to our investors and other users of our financial statements as an indicator of overhead efficiency without regard to non-cash expenses associated with stock compensation. However, it should not be used as an alternative to general and administrative expenses in accordance with GAAP. Financial Summary
HOWARD HUGHES 8 Financial Summary (a) Company's share of NOI for the Tin Building by Jean-Georges has been updated for the first and second quarters of 2022 using our current partnership funding provisions compared to the stated ownership of 65% used previously. (b) Excludes $16.1 million charge in the second quarter of 2023 and $2.7 million charge in the second quarter of 2022 for the estimated costs related to construction defects at the Waiea tower. HHH believes it should be entitled to recover all the repair costs from the general contractor, other responsible parties, and insurance proceeds; however, it can provide no assurances that all or any portion of the costs will be recovered. (c) The fluctuations in Condo adjusted gross profit are attributed to the timing of condo sales as the prior-year period included the delivery of Kō'ula in Ward Village and the next tower, Victoria Place, is not scheduled for completion until 2024. Additionally, gross profit was impacted by pricing reductions in 2023 at ‘A‘ali‘i and Kō'ula to facilitate the close-out of remaining units. thousands except percentages Q3 2023 Q2 2023 Q1 2023 Q4 2022 Q3 2022 YTD Q3 2023 YTD Q3 2022 Segment Metrics Operating Assets Operating Assets NOI $ 60,710 $ 66,123 $ 54,310 $ 52,652 $ 58,657 $ 181,143 $ 173,132 Company's share of NOI from unconsolidated ventures 2,121 1,960 4,860 2,420 2,139 8,941 11,279 Total Operating Assets NOI $ 62,831 $ 68,083 $ 59,170 $ 55,072 $ 60,796 $ 190,084 $ 184,411 MPC MPC Segment EBT $ 84,798 $ 54,926 $ 62,372 $ 76,660 $ 75,383 $ 202,096 $ 206,327 Seaport Seaport NOI $ (902) $ (2,446) $ (5,585) $ (4,910) $ 1,568 $ (8,933) $ (4,858) Company's share of NOI from unconsolidated ventures (a) (8,603) (9,262) (9,591) (15,730) (11,034) (27,456) (19,851) Total Seaport NOI $ (9,505) $ (11,708) $ (15,176) $ (20,640) $ (9,466) $ (36,389) $ (24,709) Condo Gross Profit Condominium rights and unit sales $ 25,962 $ 14,866 $ 6,087 $ 217,397 $ 418,645 $ 46,915 $ 459,681 Adjusted condominium rights and unit cost of sales (b) (22,537) (13,191) (4,536) (154,957) (295,300) (40,264) (326,313) Condo adjusted gross profit (c) $ 3,425 $ 1,675 $ 1,551 $ 62,440 $ 123,345 $ 6,651 $ 133,368 Financial Summary (cont.)
HOWARD HUGHES 9 thousands except par values and share amounts (unaudited) September 30, 2023 December 31, 2022 ASSETS Master Planned Communities assets $ 2,472,497 $ 2,411,526 Buildings and equipment 4,093,344 4,246,389 Less: accumulated depreciation (987,801) (867,700) Land 303,685 312,230 Developments 1,159,215 1,125,027 Net investment in real estate 7,040,940 7,227,472 Investments in unconsolidated ventures 225,580 246,171 Cash and cash equivalents 491,679 626,653 Restricted cash 444,119 472,284 Accounts receivable, net 108,875 103,437 Municipal Utility District receivables, net 593,984 473,068 Deferred expenses, net 141,410 128,865 Operating lease right-of-use assets 45,596 46,926 Other assets, net 278,935 278,587 Total assets $ 9,371,118 $ 9,603,463 LIABILITIES Mortgages, notes, and loans payable, net $ 5,196,000 $ 4,747,183 Operating lease obligations 51,761 51,321 Deferred tax liabilities, net 87,245 254,336 Accounts payable and other liabilities 1,006,283 944,511 Total liabilities 6,341,289 5,997,351 EQUITY Preferred stock: $0.01 par value; 50,000,000 shares authorized, none issued — — Common stock: $0.01 par value; 150,000,000 shares authorized, 56,560,880 issued, and 50,114,936 outstanding as of September 30, 2023, 56,226,273 shares issued, and 49,801,997 outstanding as of December 31, 2022 566 564 Additional paid-in capital 3,986,513 3,972,561 Retained earnings (accumulated deficit) (417,992) 168,077 Accumulated other comprehensive income (loss) 7,571 10,335 Treasury stock, at cost, 6,445,944 shares as of September 30, 2023, and 6,424,276 shares as of December 31, 2022 (612,763) (611,038) Total stockholders' equity 2,963,895 3,540,499 Noncontrolling interests 65,934 65,613 Total equity 3,029,829 3,606,112 Total liabilities and equity $ 9,371,118 $ 9,603,463 Balance Sheets
HOWARD HUGHES 10 thousands except per share amounts (unaudited) Q3 2023 Q3 2022 YTD Q3 2023 YTD Q3 2022 REVENUES Condominium rights and unit sales $ 25,962 $ 418,645 $ 46,915 $ 459,681 Master Planned Communities land sales 75,378 52,585 177,045 199,032 Rental revenue 105,192 96,917 306,395 296,081 Other land, rental, and property revenues 46,280 52,550 112,146 119,870 Builder price participation 15,847 18,852 45,763 51,819 Total revenues 268,659 639,549 688,264 1,126,483 EXPENSES Condominium rights and unit cost of sales 22,537 295,300 56,390 329,026 Master Planned Communities cost of sales 28,264 19,355 66,134 75,304 Operating costs 92,439 85,089 248,626 236,763 Rental property real estate taxes 15,262 12,118 46,259 40,314 Provision for (recovery of) doubtful accounts 1,446 106 (1,000) 2,238 General and administrative 21,601 19,471 65,371 60,874 Depreciation and amortization 55,974 50,015 161,204 147,584 Other 2,225 2,902 8,885 7,985 Total expenses 239,748 484,356 651,869 900,088 OTHER Provision for impairment (672,492) — (672,492) — Gain (loss) on sale or disposal of real estate and other assets, net 16,286 — 21,000 4,009 Other income (loss), net 173 2,004 3,547 2,497 Total other (656,033) 2,004 (647,945) 6,506 Operating income (loss) (627,122) 157,197 (611,550) 232,901 Interest income 7,729 995 16,813 1,273 Interest expense (38,552) (24,373) (110,636) (79,963) Gain (loss) on extinguishment of debt (48) — (48) (645) Equity in earnings (losses) from unconsolidated ventures (30,886) 7,708 (41,874) 19,528 Income (loss) before income taxes (688,879) 141,527 (747,295) 173,094 Income tax expense (benefit) (144,744) 33,858 (161,392) 41,822 Net income (loss) (544,135) 107,669 (585,903) 131,272 Net (income) loss attributable to noncontrolling interests (46) 427 (166) 510 Net income (loss) attributable to common stockholders $ (544,181) $ 108,096 $ (586,069) $ 131,782 Basic income (loss) per share $ (10.97) $ 2.19 $ (11.83) $ 2.59 Diluted income (loss) per share $ (10.97) $ 2.19 $ (11.83) $ 2.59 Statements of Operations
HOWARD HUGHES 11 thousands Q3 2023 Q3 2022 $ Change % Change YTD Q3 2023 YTD Q3 2022 $ Change % Change Same Store Office Houston, TX $ 20,449 $ 19,050 $ 1,399 7 % $ 63,427 $ 54,527 $ 8,900 16 % Columbia, MD 5,566 5,881 (315) (5) % 17,868 18,259 (391) (2) % Las Vegas, NV 3,434 3,499 (65) (2) % 10,110 10,560 (450) (4) % Total Same Store Office 29,449 28,430 1,019 4 % 91,405 83,346 8,059 10 % Same Store Retail Houston, TX 2,954 2,843 111 4 % 8,976 7,368 1,608 22 % Columbia, MD 660 565 95 17 % 1,997 1,794 203 11 % Las Vegas, NV 5,856 5,687 169 3 % 18,113 17,328 785 5 % Honolulu, HI 3,490 3,378 112 3 % 11,261 11,859 (598) (5) % Total Same Store Retail 12,960 12,473 487 4 % 40,347 38,349 1,998 5 % — — — Same Store Multi-family Houston, TX 8,791 8,260 531 6 % 27,501 24,333 3,168 13 % Columbia, MD 1,783 1,667 116 7 % 5,027 4,934 93 2 % Las Vegas, NV 1,863 1,895 (32) (2) % 5,604 5,543 61 1 % Company's share of NOI from unconsolidated ventures 1,906 1,910 (4) — % 5,520 5,440 80 1 % Total Same Store Multi-family 14,343 13,732 611 4 % 43,652 40,250 3,402 8 % Same Store Other Houston, TX 1,555 1,313 242 18 % 4,727 4,305 422 10 % Columbia, MD 3 (17) 20 118 % 21 (141) 162 115 % Las Vegas, NV 3,013 3,876 (863) (22) % 5,377 8,293 (2,916) (35) % Honolulu, HI 45 144 (99) (69) % 183 305 (122) (40) % Company's share of NOI from unconsolidated ventures 215 229 (14) (6) % 3,421 5,839 (2,418) (41) % Total Same Store Other 4,831 5,545 (714) (13) % 13,729 18,601 (4,872) (26) % Total Same Store NOI 61,583 60,180 1,403 2 % 189,133 180,546 8,587 5 % Non-Same Store NOI 1,248 616 632 103 % 951 3,865 (2,914) (75) % Total Operating Assets NOI $ 62,831 $ 60,796 $ 2,035 3 % $ 190,084 $ 184,411 $ 5,673 3 % See page 4 for definitions of Same Store Properties and Same Store NOI. Same Store NOI - Operating Assets Segment
HOWARD HUGHES 12 thousands Q3 2023 Q2 2023 Q1 2023 Q4 2022 Q3 2022 Same Store Metrics Stabilized Leasing Percentages Office 87 % 89 % 86 % 85 % 89 % Retail 95 % 96 % 96 % 95 % 96 % Multi-family 96 % 98 % 95 % 95 % 96 % Unstabilized Leasing Percentages (a) Office — % — % — % 71 % 64 % Retail — % — % — % 90 % 78 % Same Store NOI Office $ 29,449 $ 33,981 $ 27,975 $ 27,870 $ 28,430 Retail 12,960 12,607 14,780 12,877 12,473 Multi-family 14,343 14,400 14,909 12,795 13,732 Other 4,831 6,672 2,226 538 5,545 Total Same Store NOI $ 61,583 $ 67,660 $ 59,890 $ 54,080 $ 60,180 Quarter over Quarter Change in Same Store NOI (9) % 13 % 11 % (10) % See page 4 for definitions of Same Store Properties and Same Store NOI. (a) As of Q1 2023, all same store properties are stabilized. Same Store Performance - Operating Assets Segment
HOWARD HUGHES 13 thousands except Sq. Ft. and units % Ownership (a) Total Q3 2023 Occupied (b) Q3 2023 Leased (b) Q3 2023 Occupied (%) Q3 2023 Leased (%) In-Place NOI Stabilized NOI Time to Stabilize (Years) (c)Sq. Ft. Units Sq. Ft. Units Sq. Ft. Units Sq. Ft. Units Sq. Ft. Units Stabilized Properties Office - Houston 100 % 3,994,936 — 3,311,569 — 3,511,041 — 83 % — % 88 % — % $ 78,040 $ 110,640 — Office - Columbia 100 % 1,753,291 — 1,369,570 — 1,468,387 — 78 % — % 84 % — % 23,200 35,380 — Office - Summerlin 100 % 535,965 — 509,343 — 509,343 — 95 % — % 95 % — % 13,410 14,900 — Retail - Houston 100 % 359,964 — 316,164 — 352,226 — 88 % — % 98 % — % 10,310 12,700 — Retail - Columbia 100 % 99,899 — 99,899 — 99,899 — 100 % — % 100 % — % 2,510 2,710 — Retail - Hawai‘i 100 % 808,119 — 733,080 — 752,287 — 91 % — % 93 % — % 15,020 24,400 — Retail - Summerlin 100 % 803,145 — 759,019 — 768,122 — 95 % — % 96 % — % 23,580 26,300 — Multi-family - Houston (d) 100 % 34,386 2,610 31,729 2,460 33,440 2,509 92 % 94 % 97 % 96 % 36,840 39,980 — Multi-family - Columbia (d) Various 97,294 1,199 60,102 1,124 84,535 1,165 62 % 94 % 87 % 97 % 14,820 16,860 — Multi-family - Summerlin 100 % — 391 — 344 — 362 — % 88 % — % 93 % 7,650 7,650 — Other - Summerlin (e) Various — — — — — — — % — % — % — % 7,500 14,270 — Other Assets (e) Various 135,801 — 135,801 — 135,801 — 100 % — % 100 % — % 7,070 9,990 — Total Stabilized Properties (f) $ 239,950 $ 315,780 — Unstabilized Properties Office - Houston 100 % 32,689 — — — — — — % — % — % — % $ (320) $ 790 2.3 Office - Summerlin 100 % 265,898 — 121,026 — 204,177 — 46 % — % 77 % — % (480) 8,380 2.3 Retail - Hawai‘i 100 % 48,170 — 3,619 — 30,944 — 8 % — % 64 % — % (140) 2,530 2.1 Multi-family - Houston 100 % — 358 — 318 — 334 — % 89 % — % 93 % 1,540 4,360 1.8 Multi-family - Columbia (d) 100 % 32,692 472 — 248 15,946 260 — % 53 % 49 % 55 % 1,510 9,320 2.3 Multi-Family - Summerlin 100 % — 294 — 27 — 37 — % 9 % — % 13 % (540) 5,890 3.3 Total Unstabilized Properties $ 1,570 $ 31,270 2.4 NOI by Region, excluding Seaport
HOWARD HUGHES 14 NOI by RegionNOI by Region, excluding Seaport (cont.) (a) Includes our share of NOI from our unconsolidated ventures. (b) Occupied and Leased metrics are as of September 30, 2023. (c) The expected stabilization date used in the Time to Stabilize calculation for all unstabilized and under construction assets is set 36 months from the in-service or expected in-service date. (d) Multi-family square feet represent ground floor retail whereas multi-family units represent residential units for rent. (e) These assets can be found on page 16 of this presentation. (f) For Stabilized Properties, the difference between In-Place NOI and Stabilized NOI is attributable to a number of factors which may include temporary abatements, timing of lease turnovers, free rent and other market factors. thousands except Sq. Ft. and units % Ownership (a) Total Q3 2023 Occupied Q3 2023 Leased Q3 2023 Occupied (%) Q3 2023 Leased (%) In-Place NOI Stabilized NOI Time to Stabilize (Years) (c)Sq. Ft. Units Sq. Ft. Units Sq. Ft. Units Sq. Ft. Units Sq. Ft. Units Under Construction Properties Office - Columbia 100 % 86,000 — — — — — — % — % — % — % n/a $ 3,200 3.3 Office - Summerlin 100 % 147,000 — — — — — — % — % — % — % n/a 4,300 3.3 Retail - Hawai‘i 100 % 58,900 — — — — — — % — % — % — % n/a 2,660 4.5 Retail - Summerlin 100 % 67,000 — — — — — — % — % — % — % n/a 1,800 4.3 Multi-family - Houston 100 % — 531 — — — — — % — % — % — % n/a 14,750 3.7 Total Under Construction Properties n/a $ 26,710 2.9 Total / Wtd. Avg. for Portfolio $ 241,520 $ 373,760 2.7
HOWARD HUGHES 15 thousands except Sq. Ft. and units Location % Ownership Rentable Sq. Ft. Q3 2023 % Occ. (a) Q3 2023 % Leased (a) In-Place NOI (b) Est. Stabilized NOI (b) Office One Hughes Landing Houston, TX 100 % 200,639 58 % 63 % $ 2,190 $ 6,170 Two Hughes Landing Houston, TX 100 % 197,950 75 % 91 % 4,180 6,000 Three Hughes Landing Houston, TX 100 % 321,649 83 % 84 % 8,580 8,240 1725 Hughes Landing Boulevard Houston, TX 100 % 339,608 53 % 58 % 2,780 6,900 1735 Hughes Landing Boulevard Houston, TX 100 % 318,237 100 % 100 % 7,950 8,900 2201 Lake Woodlands Drive Houston, TX 100 % 22,259 100 % 100 % 490 570 Lakefront North Houston, TX 100 % 258,058 98 % 98 % 6,530 6,450 Memorial Hermann Medical Office Building Houston, TX 100 % 20,000 100 % 100 % 570 600 8770 New Trails Houston, TX 100 % 180,000 100 % 100 % 4,740 4,400 9303 New Trails Houston, TX 100 % 98,283 42 % 42 % 120 1,530 3831 Technology Forest Drive Houston, TX 100 % 97,360 100 % 100 % 2,450 2,620 3 Waterway Square Houston, TX 100 % 227,617 81 % 91 % 4,140 6,500 4 Waterway Square Houston, TX 100 % 217,952 81 % 83 % 3,440 6,860 The Woodlands Towers at the Waterway (c) Houston, TX 100 % 1,401,048 88 % 96 % 28,800 43,400 1400 Woodloch Forest Houston, TX 100 % 94,276 83 % 83 % 1,080 1,500 Merriweather Row (d) Columbia, MD 100 % 925,584 77 % 78 % 7,960 14,330 Columbia Office Properties Columbia, MD 100 % 67,066 83 % 83 % 680 1,400 One Mall North Columbia, MD 100 % 99,806 49 % 52 % 480 1,950 One Merriweather Columbia, MD 100 % 209,959 100 % 100 % 5,820 5,400 Two Merriweather Columbia, MD 100 % 124,639 94 % 94 % 4,030 3,100 6100 Merriweather Columbia, MD 100 % 326,237 69 % 95 % 4,230 9,200 Aristocrat Las Vegas, NV 100 % 181,534 100 % 100 % 4,390 4,520 One Summerlin Las Vegas, NV 100 % 207,292 87 % 87 % 5,450 6,440 Two Summerlin Las Vegas, NV 100 % 147,139 100 % 100 % 3,570 3,940 Total Office 6,284,192 $ 114,650 $ 160,920 Retail Creekside Park West Houston, TX 100 % 72,976 90 % 97 % $ 1,720 $ 2,200 Hughes Landing Retail Houston, TX 100 % 125,709 89 % 100 % 4,100 4,990 1701 Lake Robbins Houston, TX 100 % 12,376 100 % 100 % 510 540 Lakeland Village Center at Bridgeland Houston, TX 100 % 67,947 84 % 92 % 1,570 1,800 20/25 Waterway Avenue Houston, TX 100 % 51,543 78 % 100 % 1,550 2,000 Waterway Garage Retail Houston, TX 100 % 21,513 100 % 100 % 810 870 2000 Woodlands Parkway Houston, TX 100 % 7,900 100 % 100 % 50 300 Columbia Regional Building Columbia, MD 100 % 89,199 100 % 100 % 2,240 2,310 Merriweather District Area 3 Retail Columbia, MD 100 % 10,700 100 % 100 % 270 400 Ward Village Retail Honolulu, HI 100 % 808,119 91 % 93 % 15,020 24,400 Downtown Summerlin (e) Las Vegas, NV 100 % 803,145 95 % 96 % 23,580 26,300 Total Retail 2,071,127 $ 51,420 $ 66,110 Stabilized PropertiesStabilized Properties - Operating Assets Segment
HOWARD HUGHES 16 Q3 2023 % Occ.(a) Q3 2023 % Leased (a) thousands except Sq. Ft. and units Location % Ownership Rentable Sq. Ft. Units Rentable Sq. Ft. Units Rentable Sq. Ft. Units In-Place NOI (b) Est. Stabilized NOI (b) Multi-family Creekside Park Apartments Houston, TX 100 % — 292 n/a 93 % n/a 95 % $ 2,990 $ 3,000 Creekside Park The Grove Houston, TX 100 % — 360 n/a 90 % n/a 94 % 4,210 4,780 Lakeside Row Houston, TX 100 % — 312 n/a 94 % n/a 96 % 3,030 3,870 Millennium Six Pines Apartments Houston, TX 100 % — 314 n/a 94 % n/a 97 % 3,590 4,500 Millennium Waterway Apartments Houston, TX 100 % — 393 n/a 93 % n/a 95 % 4,470 4,600 One Lakes Edge Houston, TX 100 % 22,971 390 88 % 96 % 96 % 97 % 7,070 7,200 The Lane at Waterway Houston, TX 100 % — 163 n/a 98 % n/a 98 % 2,670 3,500 Two Lakes Edge Houston, TX 100 % 11,415 386 100 % 96 % 100 % 97 % 8,810 8,530 Juniper Apartments Columbia, MD 100 % 55,677 382 40 % 95 % 84 % 95 % 7,140 9,160 The Metropolitan Downtown Columbia Columbia, MD 50 % 13,591 380 72 % 92 % 72 % 96 % 3,460 3,450 m.flats/TEN.M Columbia, MD 50 % 28,026 437 100 % 95 % 100 % 100 % 4,220 4,250 Constellation Apartments Las Vegas, NV 100 % — 124 n/a 90 % n/a 92 % 2,420 2,500 Tanager Apartments Las Vegas, NV 100 % — 267 n/a 87 % n/a 93 % 5,230 5,150 Total Multi-family (f) 131,680 4,200 $ 59,310 $ 64,490 Other Hughes Landing Daycare Houston, TX 100 % 10,000 n/a 100 % n/a 100 % n/a $ 250 $ 280 The Woodlands Warehouse Houston, TX 100 % 125,801 n/a 100 % n/a 100 % n/a 1,340 1,520 Woodlands Sarofim #1 Houston, TX 20 % n/a n/a n/a n/a n/a n/a 150 250 Stewart Title of Montgomery County, TX Houston, TX 50 % n/a n/a n/a n/a n/a n/a — 2,380 Houston Ground Leases Houston, TX 100 % n/a n/a n/a n/a n/a n/a 2,702 2,300 Kewalo Basin Harbor Honolulu, HI 100 % n/a n/a n/a n/a n/a n/a 2,150 2,180 Hockey Ground Lease Las Vegas, NV 100 % n/a n/a n/a n/a n/a n/a 590 580 Summerlin Hospital Medical Center Las Vegas, NV 5 % n/a n/a n/a n/a n/a n/a 3,000 4,640 Las Vegas Ballpark (g) Las Vegas, NV 100 % n/a n/a n/a n/a n/a n/a 3,910 9,050 Other Assets Various 100 % n/a n/a n/a n/a n/a n/a 478 1,080 Total Other 135,801 — $ 14,570 $ 24,260 Total Stabilized $ 239,950 $ 315,780 (a) Percentage Occupied and Percentage Leased are as of September 30, 2023. (b) For Stabilized Properties, the difference between In-Place NOI and Stabilized NOI is attributable to a number of factors which may include temporary abatements, timing of lease turnovers, free rent, and other market factors. (c) 1201 Lake Robbins and 9950 Woodloch Forest, are collectively known as The Woodlands Towers at the Waterway. (d) In the third quarter of 2023, 10 - 70 Columbia Corporate Center was rebranded to Merriweather Row. (e) Downtown Summerlin rentable sq. ft. excludes 381,767 sq. ft. of anchor space and 39,700 sq. ft. of office space. (f) Multi-family square feet represent ground floor retail whereas multi-family units represent residential units for rent. (g) 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. Stabilized Properties - Operating Assets Segment (cont.)
HOWARD HUGHES 17 Q3 2023 % Occ. (a) Q3 2023 % Leased (a) Dev. Costs Incurred to Date Total Estimated Dev. Costs In-Place NOI Est. Stabilized NOI (b) Est. Stab. Date (c) Est. Stab. Yield thousands except Sq. Ft. and units Location % Ownership Rentable Sq. Ft. Units Rentable Sq. Ft. Units Rentable Sq. Ft. Units Office Creekside Park Medical Plaza Houston, TX 100 % 32,689 — — % n/a — % n/a $ 8,294 $ 10,351 $ (320) $ 790 2025 8 % 1700 Pavilion Las Vegas, NV 100 % 265,898 — 46 % n/a 77 % n/a 99,081 123,015 (480) 8,380 2025 7 % Total Office 298,587 — $ 107,375 $ 133,366 $ (800) $ 9,170 Retail A'ali'i (d) Honolulu, HI 100 % 11,175 — 32 % n/a 100 % n/a $ — $ — $ 90 $ 640 2025 — % Kō'ula (d) Honolulu, HI 100 % 36,995 — — % n/a 53 % n/a — — (230) 1,890 2025 — % Total Retail 48,170 — $ — $ — $ (140) $ 2,530 Multi-family Starling at Bridgeland Houston, TX 100 % — 358 — % 89 % — % 93 % $ 56,221 $ 60,572 $ 1,540 $ 4,360 2025 7 % Tanager Echo Las Vegas, NV 100 % — 294 — % 9 % — % 13 % 82,492 86,853 (540) 5,890 2026 7 % Marlow (e) Columbia, MD 100 % 32,692 472 — % 53 % 49 % 55 % 118,356 130,490 1,510 9,320 2025 7 % Total Multi-family 32,692 1,124 $ 257,069 $ 277,915 $ 2,510 $ 19,570 Total Unstabilized $ 364,444 $ 411,281 $ 1,570 $ 31,270 (a) Percentage Occupied and Percentage Leased are as of September 30, 2023. (b) Company estimates of stabilized NOI are based on current leasing velocity, excluding inflation and organic growth. (c) The expected stabilization date for all unstabilized assets is set 36 months from the in-service date. (d) Condominium retail Develop. Cost Incurred and Est. Total Costs (Excl. Land) are combined with their respective condominium costs on page 20 and 21 of this supplement. (e) Multi-family square feet represent ground floor retail whereas multi-family units represent residential units for rent. Unstabilized Properties - Operating Assets Segment
HOWARD HUGHES 18 Under Construction Properties thousands except Sq. Ft. and units Location % Ownership Est. Rentable Sq. Ft. Percent Pre- Leased (a) Const. Start Date Est. Stabilized Date (b) Develop. Costs Incurred to Date Total Estimated Development Costs Est. Stabilized NOI Est. Stab. Yield Office South Lake Medical Office Building Columbia, MD 100 % 86,000 28 % Q3 2022 2027 $ 16,620 $ 46,774 $ 3,200 7 % Summerlin South Office Las Vegas, NV 100 % 147,000 — % Q4 2022 2026 23,132 55,459 4,300 8 % Total Office 233,000 $ 39,752 $ 102,233 $ 7,500 Retail Summerlin Grocery Anchored Center Las Vegas, NV 100 % 67,000 70 % Q3 2023 2028 $ 2,686 $ 46,165 $ 1,800 4 % Ulana Ward Village (c) Honolulu, HI 100 % 32,100 — % Q1 2023 2028 — — 760 — % The Park Ward Village (c) Honolulu, HI 100 % 26,800 — % Q4 2022 2028 — — 1,900 — % Total Retail 58,900 $ 2,686 $ 46,165 $ 4,460 in thousands except Sq. Ft. and units Location % Ownership # of Units Monthly Est. Rent Per Unit Const. Start Date Est. Stabilized Date (b) Develop. Costs Incurred Est. Total Cost (Excl. Land) Est. Stabilized NOI Est. Stab. Yield Multi-family 1 Riva Row Houston, TX 100 % 268 $ 4,015 Q3 2023 2028 $ 6,443 $ 155,997 $ 9,890 6 % Wingspan (d) Houston, TX 100 % 263 2,460 Q2 2022 2026 45,387 87,048 4,860 6 % Total Multi-family 531 $ 51,830 $ 243,045 $ 14,750 Total Under Construction $ 94,268 $ 391,443 $ 26,710 (a) Represents leases signed as of September 30, 2023. (b) The expected stabilization date for all under construction assets is set 36 months from the expected in-service date. (c) Condominium retail Develop. Cost Incurred and Est. Total Costs (Excl. Land) are combined with their respective condominium costs on page 20 and 21 of this supplement. (d) Wingspan is our first single-family rental community in Bridgeland. The project, which will include 263 homes, welcomed its first residents in October 2023. Under Construction Properties - Strategic Developments Segment
HOWARD HUGHES 19 NOI by Region Q3 2023 Landlord Operations (a) Landlord Operations - Multi-family (b) Managed Businesses (c) Tin Building (d) Events and Sponsorships (e) Q3 2023 Totalthousands except sq. ft. and percentages Revenues (f) $ 2,307 $ 340 $ 10,378 $ 2,680 $ 13,785 $ 29,490 Operating expenses (f) (11,189) (234) (10,048) (442) (11,390) (33,303) Adjustments to arrive at NOI 2,640 (91) 314 48 — 2,911 Seaport NOI $ (6,242) $ 15 $ 644 $ 2,286 $ 2,395 $ (902) Company's share of NOI from unconsolidated ventures (f) — — (529) (8,074) — (8,603) Total Seaport NOI (g) $ (6,242) $ 15 $ 115 $ (5,788) $ 2,395 $ (9,505) Rentable Sq. Ft. / Units Total Sq. Ft. / units 345,962 13,000 / 21 51,606 53,783 21,077 Leased Sq. Ft. / units (h) 192,844 — / 21 50,970 53,783 21,077 % Leased or occupied (h) 56 % — % / 100 % 99 % 100 % 100 % Development Development costs incurred to date $ 566,500 $ — $ — $ 201,219 $ — $ 767,719 Total estimated development costs $ 571,746 $ — $ — $ 206,615 $ — $ 778,361 (a) Landlord Operations represents physical real estate in the Historic District and Pier 17 developed and owned by HHH and leased to third parties. (b) Landlord Operations - Multi-family represents 85 South Street which includes base level retail in addition to residential units. (c) Managed Businesses represents retail and food and beverage businesses in the Historic District and Pier 17 that HHH owns, either wholly or through joint ventures, and operates, including license and management agreements. For the three months ended September 30, 2023, these businesses include, among others, The Fulton, Mister Dips, Carne Mare and Malibu Farm. Managed Businesses also includes the Company's share of NOI from Ssäm Bar and Jean-Georges Restaurants. During the third quarter of 2023, the Ssäm Bar restaurant closed. The Company and Momofuku are in the process of dissolving the venture. (d) The Company owns 100% of the Tin Building (Landlord Operations) with 100% of the space leased to The Tin Building by Jean-Georges joint venture, in which the Company has an equity ownership interest. (e) Events and Sponsorships includes private events, catering, sponsorships, concert series and other rooftop activities. (f) Rental revenue earned from and expense paid by businesses we wholly own and operate is eliminated in consolidation. For joint ventures where the Company is the landlord, the Company recognizes 100% of rental revenue earned. The Company’s share of rental expense paid by joint ventures is included in the Company’s share of NOI from unconsolidated ventures. (g) Total Seaport NOI includes NOI from businesses we wholly own and operate as well as the Company's share of NOI from unconsolidated ventures. See page 32 for the reconciliation of Total Seaport NOI. (h) Leased square footage and percent leased for Landlord Operations includes agreements with terms of less than one year. Seaport Operating Performance
HOWARD HUGHES 20 As of September 30, 2023 Waiea Anaha Ae`o Ke Kilohana ‘A‘ali‘i Victoria Place Ulana Ward Village Total Key Metrics ($ in thousands) Type of building Luxury Luxury Upscale Workforce Upscale Luxury Workforce Number of units 177 317 465 423 750 349 696 3,177 Avg. unit Sq. Ft. 2,138 1,417 838 696 520 1,164 623 863 Condo Sq. Ft. 378,488 449,205 389,663 294,273 390,097 406,351 433,773 2,741,850 Street retail Sq. Ft. 7,716 16,048 70,800 28,386 11,175 n/a 32,100 166,225 Stabilized retail NOI $450 $1,200 $2,400 $1,200 $640 n/a $760 $6,650 Stabilization year 2017 2020 2019 2020 2025 n/a 2,028 Development progress ($ in thousands) Status Completed Completed Completed Completed Completed Under Construction Under Construction Start date Q2 2014 Q4 2014 Q1 2016 Q4 2016 Q4 2018 Q1 2021 Q1 2023 Completion date Q4 2016 Q4 2017 Q4 2018 Q2 2019 Q4 2021 Q3 2024 2025 Total estimated development cost $624,254 $403,974 $430,737 $218,406 $394,908 $511,343 $402,914 $2,986,536 Development costs incurred to date 597,333 403,781 430,061 217,289 383,949 291,428 73,261 2,397,102 Estimated remaining to be spent $26,921 $193 $676 $1,117 $10,959 $219,915 $329,653 $589,434 Financial Summary ($ in thousands) Units closed through Q3 2023 177 317 465 423 750 — — 2,132 Units under contract through Q3 2023 — — — — — 349 696 1,045 Total % of units closed or under contract 100% 100% 100% 100% 100% 100% 100% 100% Units closed in Q3 2023 — — — — 16 — — 16 Units under contract in Q3 2023 — — — — 9 — 4 13 Total cash received (closings & deposits) $698,228 $515,877 $512,962 $218,549 $536,942 $159,354 $37,353 $2,679,265 Total GAAP revenue recognized $698,228 $515,877 $512,962 $218,549 $536,942 $— $— $2,482,558 Total future GAAP revenue under contract $— $— $— $— $— $777,316 $372,581 $1,149,897 Deposit Reconciliation (thousands) Spent towards construction $— $— $— $— $— $152,755 $7,057 $159,812 Held for future use (a) — — — — — — 30,296 30,296 Held for closings (a) — — — — — 6,599 — 6,599 Total deposits from sales commitment $— $— $— $— $— $159,354 $37,353 $196,707 (a) Total deposits held for closings are presented above only for projects under construction and are included in Restricted cash. Ward Village - Sold Out Condominiums
HOWARD HUGHES 21 As of September 30, 2023 Kō'ula The Park Ward Village Kalae Total Key Metrics ($ in thousands) Type of building Upscale Upscale Luxury Number of units 565 545 329 1,439 Avg. unit Sq. Ft. 725 846 1,207 881 Condo Sq. Ft. 409,612 460,864 397,203 1,267,679 Street retail Sq. Ft. (a) 36,995 26,800 2,000 65,795 Stabilized retail NOI $1,890 $1,900 N/A $3,790 Stabilization year 2025 2028 N/A Development progress ($ in thousands) Status Completed Under Construction Predevelopment Start date Q3 2019 Q4 2022 N/A Completion / Est. Completion date Q3 2022 2025 2026 Total estimated development cost $487,039 $620,065 N/A $1,107,104 Development costs incurred to date 446,042 114,805 N/A 560,847 Estimated remaining to be spent $40,997 $505,260 N/A $546,257 Financial Summary ($ in thousands) Units closed through September 30, 2023 564 — — 564 Units under contract through September 30, 2023 — 510 280 790 Units remaining to be sold through September 30, 2023 1 35 49 85 Total % of units closed or under contract 99.8% 93.6% 85.1% 94.1% Units closed in Q3 2023 10 — — 10 Units under contract in Q3 2023 9 2 7 18 Square footage closed / under contract 409,177 434,057 351,395 1,194,629 Total % square footage closed / under contract 99.9% 94.2% 88.5% 94.2% Total cash received (closings & deposits) $634,278 $134,186 $140,449 $908,913 Total GAAP revenue recognized $634,278 $— $— $634,278 Total future GAAP revenue under contract $— $670,970 $715,795 $1,386,765 Expected avg. price per Sq. Ft. $1,500 - $1,550 $1,500 - $1,550 $2,000 - $2,050 Deposit Reconciliation (thousands) Held for future use (b) $— $132,256 $140,449 $272,705 Held for closings (b) — 1,930 — 1,930 Total deposits from sales commitment $— $134,186 $140,449 $274,635 (a) Expected construction cost per retail square foot for all sold and remaining to be sold condos is approximately $1,100. (b) Total deposits held for future use and held for closings are presented above only for projects under construction and are included in Restricted cash. Ward Village - Remaining to be Sold
HOWARD HUGHES 22 As of September 30, 2023 thousands Location Total Estimated Development Costs (a) Development Costs Incurred to Date Estimated Remaining to be Spent Remaining Buyer Deposits/ Holdback to be Drawn Debt to be Drawn Costs Remaining to be Paid, Net of Debt and Buyer Deposits/ Holdbacks to be Drawn (b) Estimated Completion Date Juniper Apartments (c) Columbia, MD $ 116,386 $ 111,045 $ 5,341 $ — $ — $ 5,341 Completed Marlow (d) Columbia, MD 130,490 118,356 12,134 — 12,790 (656) Completed 6100 Merriweather (c) Columbia, MD 138,221 119,173 19,048 — — 19,048 Completed Creekside Park Medical Plaza (c)(d) Houston, TX 10,351 8,294 2,057 — 2,720 (663) Completed Starling at Bridgeland (d) Houston, TX 60,572 56,221 4,351 — 4,722 (371) Completed 1700 Pavilion (c) Las Vegas, NV 123,015 99,081 23,934 — 20,968 2,966 Completed Tanager Echo Las Vegas, NV 86,853 82,492 4,361 — 2,680 1,681 Completed Total Operating Assets 665,888 594,662 71,226 — 43,880 27,346 Pier 17 and Historic District Area / Uplands New York, NY 571,746 566,500 5,246 — — 5,246 Completed Tin Building New York, NY 206,615 201,219 5,396 — — 5,396 Completed Total Seaport Assets 778,361 767,719 10,642 — — 10,642 South Lake Medical Office Building Columbia, MD 46,774 16,620 30,154 — 23,758 6,396 Q2 2024 1 Riva Row Houston, TX 155,997 6,443 149,554 — 93,299 56,255 2025 Wingspan Houston, TX 87,048 45,387 41,661 — 40,668 993 Q4 2023 Summerlin Grocery Anchored Center Las Vegas, NV 46,165 2,686 43,479 — — 43,479 Q3 2024 Summerlin South Office Las Vegas, NV 55,459 23,132 32,327 — 27,762 4,565 Q1 2024 ‘A‘ali‘i Honolulu, HI 394,908 383,949 10,959 — — 10,959 Completed Kō'ula Honolulu, HI 487,039 446,042 40,997 17,986 — 23,011 Completed The Park Ward Village (d) Honolulu, HI 620,065 114,805 505,260 136,902 391,303 (22,945) 2025 Ulana Ward Village Honolulu, HI 402,914 73,261 329,653 29,276 233,777 66,600 2025 Victoria Place Honolulu, HI 511,343 291,428 219,915 — 200,140 19,775 Q3 2024 Waiea (e) Honolulu, HI 624,254 597,333 26,921 — — 26,921 Completed Total Strategic Developments 3,431,966 2,001,086 1,430,880 184,164 1,010,707 236,009 Total $ 4,876,215 $ 3,363,467 $ 1,512,748 $ 184,164 $ 1,054,587 $ 273,997 Estimated Summerlin Grocery Anchored Center financing (f) (18,490) Estimated costs to be funded net of financing costs, assuming closing on estimated financing $ 255,507 See page 4 for definition of Remaining Development Costs. (a) Total Estimated Development 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, retail costs, and certain accrued costs from lenders and excludes land costs and capitalized corporate interest allocated to the project. Total Estimated Development Costs for assets at Ward Village and Columbia exclude master plan infrastructure and amenity costs at Ward Village and Merriweather District. (b) 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. (c) Remaining cost is related to lease-up and tenant build-out. (d) Negative balance relates to costs paid by HHH, but not yet reimbursed by our lenders. We expect to receive funds from our lenders for these costs in the future. (e) Total estimated cost includes $155.4 million for warranty repairs. However, we anticipate recovering a substantial amount of these costs in the future, which is not reflected in this schedule. (f) We expect to secure financing to fund this development. Summary of Remaining Development Costs
HOWARD HUGHES 23 MPC Regions Non-MPC Regions The Woodlands The Woodlands Hills Bridgeland Summerlin Teravalis Floreo Total Columbia (a) Hawai‘i Seaport Total As of September 30, 2023 Houston, TX Houston, TX Houston, TX Las Vegas, NV Phoenix, AZ Phoenix, AZ MPC Regions Columbia, MD Honolulu, HI New York, NY Non- MPC Stabilized Properties Office Sq.Ft. 3,994,936 — — 535,965 — — 4,530,901 1,753,291 — — 1,753,291 Retail Sq. Ft. (b) 326,403 — 67,947 803,145 — — 1,197,495 197,193 808,119 13,000 1,018,312 Multi-family units 2,298 — 312 391 — — 3,001 1,199 — 21 1,220 Other Sq. Ft. 135,801 — — — — — 135,801 — — — — Unstabilized Properties Office Sq.Ft. 32,689 — — 265,898 — — 298,587 — — 188,450 188,450 Retail Sq.Ft. — — — — — — — 32,692 48,170 283,978 364,840 Multi-family units — — 358 294 — — 652 472 — — 472 Under Construction Properties Office Sq.Ft. — — — 147,000 — — 147,000 86,000 — — 86,000 Retail Sq.Ft. — — — 67,000 — — 67,000 — 58,900 — 58,900 Multi-family units 268 — 263 — — — 531 — — — — Residential Land Total gross acreage/condos (c) 28,545 ac 2,055 ac 11,506 ac 22,500 ac 33,810 ac 3,029 ac 101,445 ac 16,450 ac 4,616 n/a n/a Current Residents 120,000 2,375 20,000 123,000 — — 265,375 112,000 n/a n/a n/a Remaining saleable acres/ condos (c) 35 ac 715 ac 2,079 ac 2,578 ac 15,804 ac 861 ac 22,072 ac n/a 85 n/a n/a Estimated price per acre (d) $2,493,000 $333,000 $541,000 $900,000 $696,000 $648,000 n/a n/a n/a Commercial Land Total acreage remaining 731 ac 167 ac 1,036 ac 700 ac 10,531 ac 457 ac 13,622 ac 96 ac n/a n/a 96 ac Estimated price per acre (d) $962,000 $532,000 $679,000 $1,172,000 $224,000 $151,000 n/a n/a n/a Portfolio Key Metrics Portfolio Key Metrics include 100% of square footage and units associated with joint venture projects. Retail space in multi-family assets shown as retail square feet. (a) Columbia MPC land development is complete and the sale of remaining land or development of additional commercial assets will occur as the market dictates. As such, the remaining Columbia land was transferred to the Strategic Developments segment in the first quarter of 2023. (b) Retail Sq. Ft. within the Summerlin region excludes 381,767 Sq. Ft. of anchors and 39,700 Sq. Ft. of additional office space above our retail space. (c) Metrics shown as of September 30, 2023. (d) Residential and commercial pricing represents the Company's estimate of price per acre per its 2023 land models. Portfolio Key Metrics
HOWARD HUGHES 24 Master Planned Community Land Consolidated MPC Segment EBT The Woodlands The Woodlands Hills Bridgeland Summerlin Teravalis Columbia (a) Total Floreo (b) thousands Q3 2023 Q3 2022 Q3 2023 Q3 2022 Q3 2023 Q3 2022 Q3 2023 Q3 2022 Q3 2023 Q3 2022 Q3 2023 Q3 2022 Q3 2023 Q3 2022 Q3 2023 Q3 2022 Revenues: Residential land sale revenues $ 3,850 $ — $ 2,289 $ 6,338 $ 21,733 $ 10,822 $ 41,430 $ 29,731 $ — $ — $ — $ — $ 69,302 $ 46,891 $ — $ — Commercial land sale revenues — — 10 — 6,066 5,694 — — — — — — 6,076 5,694 — — Builder price participation — 585 703 1,093 2,083 1,849 13,061 15,325 — — — — 15,847 18,852 — — Other land sale revenues 93 440 12 33 61 92 4,408 6,186 — — — — 4,574 6,751 — — Total revenues 3,943 1,025 3,014 7,464 29,943 18,457 58,899 51,242 — — — — 95,799 78,188 — — Expenses: Cost of sales - residential land (1,929) — (1,096) (2,605) (7,063) (3,084) (16,313) (12,043) — — — — (26,401) (17,732) — — Cost of sales - commercial land — — (4) — (1,859) (1,623) — — — — — — (1,863) (1,623) — — Real estate taxes (1,421) (971) (12) (17) (2,349) (948) (476) (545) (4) (4) — (149) (4,262) (2,634) (32) (59) Land sales operations (1,538) (2,261) (817) (886) (1,853) (1,658) (4,250) (3,459) (255) (213) — (589) (8,713) (9,066) (810) (735) Total operating expenses (4,888) (3,232) (1,929) (3,508) (13,124) (7,313) (21,039) (16,047) (259) (217) — (738) (41,239) (31,055) (842) (794) Depreciation and amortization (30) (33) (2) (2) (30) (33) (31) (29) (10) (7) — — (103) (104) (30) (12) Interest income (expense), net 230 471 661 531 5,746 4,799 9,394 7,691 — — — — 16,031 13,492 (167) (36) Equity in earnings (losses) from unconsolidated ventures (c) — — — — — — 14,829 15,284 (519) (422) — — 14,310 14,862 — — MPC Segment EBT $ (745) $ (1,769) $ 1,744 $ 4,485 $ 22,535 $ 15,910 $ 62,052 $ 58,141 $ (788) $ (646) $ — $ (738) $ 84,798 $ 75,383 $ (1,039) $ (842) (a) Columbia MPC land development is complete and the sale of remaining land or development of additional commercial assets will occur as the market dictates. As such, the remaining Columbia land was transferred to the Strategic Developments segment in the first quarter of 2023. (b) This represents 100% of Floreo EBT. The Company owns a 50% interest in Floreo and accounts for its investment under the equity method. (c) Equity in earnings (losses) from unconsolidated ventures for Teravalis reflects our share of earnings in our Floreo joint venture and for Summerlin our share of earnings in The Summit joint venture. MPC Performance
HOWARD HUGHES 25 Master Planned Community Land Consolidated MPC Segment The Woodlands The Woodlands Hills Bridgeland Summerlin Teravalis Floreo (a) thousands Q3 2023 Q3 2022 Q3 2023 Q3 2022 Q3 2023 Q3 2022 Q3 2023 Q3 2022 Q3 2023 Q3 2022 Q3 2023 Q3 2022 Key Performance Metrics: Residential Total acres closed in current period 1.5 ac — ac 5.2 ac 15.4 ac 38.4 ac 20.8 ac 39.2 ac 23.6 ac — ac — ac — ac — ac Price per acre achieved $2,567 $— $440 $412 $566 $520 $1,253 $1,274 $— $— $— $— Avg. gross margins 49.9% —% 52.1% 58.9% 67.5% 71.5% 60.6% 59.5% —% —% —% —% Commercial Total acres closed in current period — ac — ac — ac — ac 12.5 ac 16.6 ac — ac — ac — ac — ac — ac — ac Price per acre achieved $— $— $— $— $262 $436 $— $— $— $— $— $— Avg. gross margins — % — % —% — % 69.4 % 71.5% — % —% —% —% —% —% Avg. combined before-tax net margins 49.9 % —% 52.1% 58.9% 67.9 % 71.5% 60.6% 59.5% —% —% —% —% Key Valuation Metrics: Remaining saleable acres Residential 35 ac 715 ac 2,079 ac 2,578 ac 15,804 ac 861 ac Commercial 731 ac 167 ac 1,036 ac 700 ac 10,531 ac 457 ac Projected est. % superpads / lot size —% / — —% / — —% / — 60% / 0.25 ac —% / — —% / — Projected est. % single-family detached lots / lot size 79% / 0.16 ac 82% / 0.21 ac 92% / 0.21 ac —% / — 81% / 0.22 ac 100% / 0.17 ac Projected est. % single-family attached lots / lot size 21% / 0.14 ac 18% / 0.12 ac 5% / 0.08 ac —% / — 19% / 0.11 ac —% / — Projected est. % custom homes / lot size —% / — —% / — 3% / 0.63 ac 40% / 0.45 ac —% / — —% / — Estimated builder sale velocity (blended total - TTM) (b) 0.3 17 85 75 NM NM Projected GAAP gross margin (c) 75.8% 74.7% 52.1% 58.9% 67.5% 71.5% 61.4% 60.3% 40.7% 87.3% 34.8% 44.4% Projected cash gross margin (c) 96.5% 77.8% 84.9% 78.0% 42.0% 53.2% Residential sellout / Commercial buildout date estimate Residential 2026 2030 2035 2043 2086 2032 Commercial 2034 2033 2046 2039 2086 2035 (a) This represents 100% of Floreo performance and valuation metrics. The Company owns a 50% interest in Floreo and accounts for its investment under the equity method. (b) Represents the average monthly builder homes sold over the last twelve months ended September 30, 2023. (c) 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. MPC Land
HOWARD HUGHES 26 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. 2023 $ 2,767 1.07 % $ 39.73 $ 2,881 2.48 % $ 54.39 2024 13,389 5.17 % 39.14 6,407 5.52 % 41.52 2025 22,016 8.50 % 42.23 20,243 17.42 % 51.75 2026 11,663 4.50 % 41.94 10,795 9.29 % 41.91 2027 30,039 11.59 % 40.74 7,309 6.29 % 45.13 2028 18,997 7.33 % 44.90 6,284 5.41 % 48.39 2029 18,718 7.22 % 43.58 6,987 6.01 % 59.43 2030 24,309 9.38 % 47.55 6,119 5.27 % 64.44 2031 13,990 5.40 % 53.09 5,250 4.52 % 55.65 2032 54,449 21.00 % 52.53 6,034 5.19 % 58.84 Thereafter 48,978 18.84 % 46.66 37,959 32.60 % 49.38 Total $ 259,315 100.00 % $ 116,268 100.00 % (a) Excludes leases with an initial term of 12 months or less. Also excludes Seaport leases. Office and Retail Lease Expirations Total Office and Retail Portfolio as of September 30, 2023 % o f A nn ua liz ed C as h R en t E xp iri ng Houston Summerlin Columbia Hawaii Other 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 Office 2032 Retail 2032 Office 2033+ Retail 2033+ 0% 6% 12% 18% 24% 30% Lease Expirations
HOWARD HUGHES 27 Other Assets Property Name Location % Ownership Acres Notes West End Alexandria (formerly Landmark Mall) Alexandria, VA 58% 41.1 West End Alexandria is a joint venture formed to redevelop the former Landmark Mall into four million square feet of residential, retail, commercial, and entertainment offerings with a central plaza and a network of parks and public transportation. The development will be anchored by a new state-of-the-art hospital and medical campus. Demolition began in the second quarter of 2022, with completion of the first buildings expected in 2025. 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% 1.0 This full-block surface parking lot at the entrance of the Seaport will be included in the planned Seaport Entertainment spinoff. Other Assets Acquisition / Disposition Activity Q3 2023 Dispositions Date Sold Property % Ownership Location Acres / Rentable Sq. Ft. Sale Price July 6, 2023 HHC 242 / HHC 2978 Self Storage 100% Houston, TX 1,370 units $30.5 million Acquisition / Disposition Activity
HOWARD HUGHES 28 thousands September 30, 2023 December 31, 2022 Fixed-rate debt Unsecured 5.375% Senior Notes due 2028 $ 750,000 $ 750,000 Unsecured 4.125% Senior Notes due 2029 650,000 650,000 Unsecured 4.375% Senior Notes due 2031 650,000 650,000 Secured mortgages payable 1,492,580 1,500,841 Special Improvement District bonds 55,380 59,777 Variable-rate debt Secured mortgages payable, excluding condominium financing 976,384 867,570 Condominium financing 198,190 49,000 Secured Bridgeland Notes due 2026 475,000 275,000 Mortgages, notes and loans payable 5,247,534 4,802,188 Deferred financing costs (51,534) (55,005) Mortgages, notes, and loans payable, net $ 5,196,000 $ 4,747,183 Net Debt on a Segment Basis as of September 30, 2023 (a) thousands Operating Assets Master Planned Communities Seaport Strategic Developments Segment Totals Non- Segment Amounts Total Mortgages, notes, and loans payable, net $ 2,320,639 $ 525,659 $ 112,792 $ 207,877 $ 3,166,967 $ 2,029,033 $ 5,196,000 Mortgages, notes, and loans payable of unconsolidated ventures (b) 90,599 37,919 84 — 128,602 — 128,602 Less: Cash and cash equivalents (11,088) (106,653) (6,680) (5,551) (129,972) (361,707) (491,679) Cash and cash equivalents of unconsolidated ventures (b) (1,389) (14,596) (8,119) (7,146) (31,250) — (31,250) Special Improvement District receivables — (59,433) — — (59,433) — (59,433) Municipal Utility District receivables, net — (591,128) — (2,856) (593,984) — (593,984) TIF receivable — — — (3,001) (3,001) — (3,001) Net Debt $ 2,398,761 $ (208,232) $ 98,077 $ 189,323 $ 2,477,929 $ 1,667,326 $ 4,145,255 Consolidated Debt Maturities and Contractual Obligations as of September 30, 2023 thousands Remaining in 2023 2024 2025 2026 2027 Thereafter Total Mortgages, notes, and loans payable (c) $ 40,836 $ 182,000 $ 488,567 $ 909,186 $ 298,587 $ 3,328,358 $ 5,247,534 Interest payments (d) 76,567 294,471 254,828 209,552 155,984 385,593 1,376,995 Ground lease commitments (e) 939 2,883 2,937 2,992 3,049 243,050 255,850 Total $ 118,342 $ 479,354 $ 746,332 $ 1,121,730 $ 457,620 $ 3,957,001 $ 6,880,379 Debt Summary (a) 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. (b) 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 unconsolidated ventures. (c) In October, $37.1 million due in 2023 and $16.0 million due in 2024 were extended to 2026. We expect $152.9 million due in 2024 to be repaid with condo closings. (d) Interest is based on the borrowings that are presently outstanding and current floating interest rates without the effects of interest rate derivatives. (e) Primarily relates to Seaport ground lease with initial expiration in 2072 and extension options through 2120. Future cash payments are not inclusive of extension options. Debt Summary
HOWARD HUGHES 29 (a) Includes the impact of interest rate derivatives. The Company's interest rate swap with a notional amount of $615 million matured in September 2023. (b) Does not include extension options, some of which have performance requirements. (c) Represents Secured Bridgeland Notes. (d) Represents 250 Water Street mortgage. (e) Excludes the Company's share of debt related to its unconsolidated ventures, which totaled $128.6 million as of September 30, 2023. thousands Q3 2023 Principal Range of Interest Rates (a) Weighted- average Interest Rate (a) Weighted- average Years to Maturity (b) Operating Assets Office $ 1,203,443 3.43 % 9.38 % 5.65 % 5.2 Retail 271,389 3.50 % 7.58 % 5.88 % 5.1 Multi-family 797,081 3.13 % 8.36 % 4.91 % 6.0 Other 68,653 3.65 % 8.18 % 5.19 % 12.6 Total Operating Assets $ 2,340,566 3.13 % 9.38 % 5.41 % 5.7 Master Planned Communities (c) $ 475,000 7.62 % 7.62 % 7.62 % 2.9 Seaport (d) $ 115,000 9.19 % 9.19 % 9.19 % 2.9 Strategic Developments Condominiums $ 198,190 6.11 % 13.87 % 9.85 % 1.2 Multi-family 13,398 5.44 % 8.05 % 8.05 % 2.2 Total Strategic Developments $ 211,588 5.44 % 13.87 % 9.73 % 1.3 Bonds Corporate Bonds $ 2,050,000 4.13 % 5.38 % 4.66 % 5.8 SID Bonds 55,380 4.13 % 6.05 % 4.76 % 25.2 Total Bonds $ 2,105,380 4.13 % 6.05 % 4.66 % 6.3 Total (e) $ 5,247,534 3.13 % 13.87 % 5.57 % 5.4 Debt Summary (cont.)
HOWARD HUGHES 30 Reconciliation of Operating Assets segment EBT to Total NOI thousands Q3 2023 Q2 2023 Q1 2023 Q4 2022 Q3 2022 YTD Q3 2023 YTD Q3 2022 Total revenues $ 116,874 $ 121,427 $ 100,925 $ 104,092 $ 109,493 $ 339,226 $ 327,742 Total operating expenses (55,786) (54,452) (47,599) (47,538) (48,994) (157,837) (146,958) Segment operating income (loss) 61,088 66,975 53,326 56,554 60,499 181,389 180,784 Depreciation and amortization (43,127) (40,878) (39,632) (39,483) (37,714) (123,637) (115,143) Interest income (expense), net (31,884) (30,285) (28,911) (25,183) (23,340) (91,080) (64,776) Other income (loss), net (244) (40) 2,282 (1,083) 421 1,998 (57) Equity in earnings (losses) from unconsolidated ventures 1,364 2,042 1,905 365 4,132 5,311 21,898 Gain (loss) on sale or disposal of real estate and other assets, net 16,050 (16) 4,730 25,570 — 20,764 4,018 Gain (loss) on extinguishment of debt — — — (1,585) — — (645) Operating Assets segment EBT 3,247 (2,202) (6,300) 15,155 3,998 (5,255) 26,079 Add back: Depreciation and amortization 43,127 40,878 39,632 39,483 37,714 123,637 115,143 Interest (income) expense, net 31,884 30,285 28,911 25,183 23,340 91,080 64,776 Equity in (earnings) losses from unconsolidated ventures (1,364) (2,042) (1,905) (365) (4,132) (5,311) (21,898) (Gain) loss on sale or disposal of real estate and other assets, net (16,050) 16 (4,730) (25,570) — (20,764) (4,018) (Gain) loss on extinguishment of debt — — — 1,585 — — 645 Impact of straight-line rent (470) (1,081) (1,113) (3,958) (1,744) (2,664) (7,283) Other 336 269 (185) 1,139 (519) 420 (312) Operating Assets NOI 60,710 66,123 54,310 52,652 58,657 181,143 173,132 Company's share of NOI from equity investments 2,121 1,960 1,827 2,420 2,139 5,908 6,641 Distributions from Summerlin Hospital investment — — 3,033 — — 3,033 4,638 Company's share of NOI from unconsolidated ventures 2,121 1,960 4,860 2,420 2,139 8,941 11,279 Total Operating Assets NOI $ 62,831 $ 68,083 $ 59,170 $ 55,072 $ 60,796 $ 190,084 $ 184,411 Reconciliation of Non-GAAP Measures
HOWARD HUGHES 31 Reconciliation of Non-GAAP Measures Reconciliation of Seaport segment EBT to Total NOI thousands Q3 2023 Q2 2023 Q1 2023 Q4 2022 Q3 2022 YTD Q3 2023 YTD Q3 2022 Total revenues $ 29,490 $ 22,804 $ 11,897 $ 18,415 $ 32,501 $ 64,191 $ 70,053 Total operating expenses (33,303) (26,665) (18,916) (25,064) (31,404) (78,884) (79,329) Segment operating income (loss) (3,813) (3,861) (7,019) (6,649) 1,097 (14,693) (9,276) Depreciation and amortization (10,808) (10,469) (10,527) (11,144) (9,651) (31,804) (25,194) Interest income (expense), net 1,358 1,311 1,186 899 1,731 3,855 3,003 Other income (loss), net 313 (1,601) 1 (44) (18) (1,287) 289 Equity in earnings (losses) from unconsolidated ventures (46,619) (10,896) (10,820) (16,050) (11,273) (68,335) (20,223) Gain (loss) on extinguishment of debt (48) — — — — (48) — Provision for impairment (672,492) — — — — (672,492) — Seaport segment EBT (732,109) (25,516) (27,179) (32,988) (18,114) (784,804) (51,401) Add back: Depreciation and amortization 10,808 10,469 10,527 11,144 9,651 31,804 25,194 Interest (income) expense, net (1,358) (1,311) (1,186) (899) (1,731) (3,855) (3,003) Equity in (earnings) losses from unconsolidated ventures (a) 46,619 10,896 10,820 16,050 11,273 68,335 20,223 (Gain) loss on extinguishment of debt 48 — — — — 48 — Impact of straight-line rent 435 546 586 (1,063) (185) 1,567 1,519 Other (income) loss, net (b) 2,163 2,470 847 2,846 674 5,480 2,610 Provision for impairment (a) 672,492 — — — — 672,492 — Seaport NOI (902) (2,446) (5,585) (4,910) 1,568 (8,933) (4,858) Company's share of NOI from unconsolidated ventures (c) (8,603) (9,262) (9,591) (15,730) (11,034) (27,456) (19,851) Total Seaport NOI $ (9,505) $ (11,708) $ (15,176) $ (20,640) $ (9,466) $ (36,389) $ (24,709) (a) During the third quarter, HHH recorded a $709.5 million pre-tax impairment charge related to the Seaport, comprised of $672.5 million recognized in Provision for impairment and $37.0 million recognized in equity losses from unconsolidated ventures. The Seaport assets were impaired due to reductions in estimated future cash flows resulting from significant uncertainty of future performance as stabilization and profitability are taking longer than expected, pressure on the current cost structure, lower demand for office space, as well as an increase in the capitalization rate and a decrease in restaurant multiples used to evaluate future cash flows. (b) Includes miscellaneous development-related items. (c) The Company’s share of NOI related to the Tin Building by Jean-Georges is calculated using our current partnership funding provisions.
HOWARD HUGHES 32 RECONCILIATIONS OF NET INCOME TO FFO thousands except share amounts Q3 2023 Q3 2022 YTD Q3 2023 YTD Q3 2022 Net income attributable to common shareholders $ (544,181) $ 108,096 $ (586,069) $ 131,782 Adjustments to arrive at FFO: Segment real estate related depreciation and amortization 55,000 48,875 158,605 144,706 (Gain) loss on sale or disposal of real estate and other assets, net (16,286) — (21,000) (4,009) Income recognized upon sale of interest in 110 North Wacker — — — 4,914 Impairment of depreciable real estate properties 672,492 — 672,492 — Impairment of investment in unconsolidated ventures 37,001 — 37,001 — Income tax expense adjustments: Gain on sale or disposal of real estate and other assets, net 3,793 — 4,830 918 Income recognized upon sale of interest in 110 North Wacker — — — (1,125) Impairment of depreciable real estate properties (146,435) — (146,435) — Impairment of investment in unconsolidated ventures (8,057) — (8,057) — Reconciling items related to noncontrolling interests 46 (427) 166 (510) Company's share of the above reconciling items from unconsolidated joint ventures 1,702 1,018 5,909 3,048 FFO $ 55,075 $ 157,562 $ 117,442 $ 279,724 Adjustments to arrive at Core FFO: (Gain) loss on extinguishment of debt 48 — 48 645 Severance expenses 1,006 372 3,032 2,515 Non-real estate related depreciation and amortization 974 1,140 2,599 2,878 Straight-line amortization (38) (1,928) (1,101) (5,763) Deferred income tax expense (benefit) 6,006 19,127 (11,787) 16,193 Non-cash fair value adjustments related to hedging instruments (5,602) 728 (11,819) 6,709 Share-based compensation 1,361 3,051 9,229 8,911 Other non-recurring expenses (development-related marketing and demolition costs) 2,225 2,902 8,885 7,985 Company's share of the above reconciling items from unconsolidated joint ventures 77 81 163 312 Core FFO $ 61,132 $ 183,035 $ 116,691 $ 320,109 Adjustments to arrive at AFFO: Tenant and capital improvements (2,981) (2,727) (14,225) (8,373) Leasing commissions (1,938) (3,814) (5,368) (6,155) AFFO $ 56,213 $ 176,494 $ 97,098 $ 305,581 FFO per diluted share value $ 1.11 $ 3.18 $ 2.37 $ 5.49 Core FFO per diluted share value $ 1.23 $ 3.70 $ 2.35 $ 6.29 AFFO per diluted share value $ 1.13 $ 3.57 $ 1.96 $ 6.00 Reconciliations of Net Income to FFO, Core FFO and AFFO