Howard Hughes (HHH) - 2023 Q4 - Annual Report

PART I Business The company operates a real estate value-creation cycle and plans to spin off its Seaport entertainment assets - On August 11, 2023, Howard Hughes Holdings Inc. (HHH) became the new public holding company, replacing The Howard Hughes Corporation (HHC) on the NYSE under the ticker "HHH"[15] - The company announced its intent to form Seaport Entertainment, which will include assets like the Seaport in Manhattan and the Las Vegas Aviators, and spin it off in 2024[17][18] - The company's business model operates on a value-creation cycle: cash flow from MPC land sales funds commercial property developments, which become income-generating assets[20] - The company's portfolio includes approximately 101,000 gross acres in its MPCs, with about 35,000 acres remaining for development or sale[22] Business Segments The company's operations are divided into Operating Assets, Master Planned Communities, Seaport, and Strategic Developments - Operating Assets: Consists of 73 properties, including 8.8 million sq. ft. of retail/office space and 5,587 multi-family units, primarily located within the company's MPCs[30][31] - Master Planned Communities (MPCs): Includes large-scale communities spanning ~101,000 gross acres with ~35,000 acres available for sale/development as of Dec 31, 2023[35][37] - Seaport: A unique district in New York City spanning ~472,000 sq. ft., which is part of the planned Seaport Entertainment spinoff[40][41] - Strategic Developments: Comprises 18 development or redevelopment projects, with seven properties under construction as of Dec 31, 2023[42][43] Environmental, Social and Governance (ESG) The company aligns its community strategies with UN goals and maintains strong governance and diversity metrics - The company aligns its strategies with UN Sustainable Development Goals and publishes an annual ESG report overseen by executive leadership and the board[46][47] - HHH has 94 active or pending green building certifications, with The Woodlands and Ward Village receiving notable LEED recognition[48][50] - As of December 31, 2023, the full-time workforce was 52% female and 36% ethnically diverse, and the company donated over $2.6 million to charities in 2023[54][55] - Governance and risk management are overseen by the Board's Risk Committee through a formal Enterprise Risk Management (ERM) Program[56] Regulatory Matters Operations are subject to extensive state and federal regulations that can cause delays and increase costs - Condominium development and sales are subject to state regulations, requiring filings and an extensive entitlement process which can cause delays[59] - Operations are affected by various local, state, and federal regulations concerning building, safety, environment, and zoning, which can increase costs[60][61] - Under environmental laws, the company is liable for remediation costs of hazardous substances on its real estate, which can be substantial[62] Risk Factors The company faces material risks from real estate markets, operations, the Seaport spinoff, and financial leverage Risks Related to Our Industry, Market and Customers Performance is subject to real estate downturns, interest rate sensitivity, and geographic concentration in key markets - Economic performance is subject to real estate industry trends; a downturn could adversely affect MPC land and condominium sales[67][68] - Condominium sales are sensitive to rising interest rates and the availability of mortgage financing, which could reduce consumer demand[69] - The concentration of properties in Texas, Hawai'i, Nevada, New York, and Maryland makes revenues vulnerable to adverse local economic conditions[77][78][81] Risks Related to Our Business Operations and Infrastructure Operational risks include dependence on homebuilders, Seaport volatility, construction liabilities, and cybersecurity threats - The MPC segment is highly dependent on relationships with homebuilders; a decline in their demand for lots would adversely affect revenues[90] - The Seaport's operational results are volatile due to seasonality, reliance on sponsorship revenue, and risks from its managed start-up businesses[91] - Development is exposed to risks like increased costs and construction defects, with an estimated $155.4 million total cost for remediation at the Waiea tower[92][95] - The company faces significant cybersecurity risks, including data breaches that could compromise sensitive information and damage its reputation[96][99] Risks Related to the Spinoff and Our Relationship with Seaport Entertainment The planned Seaport Entertainment spinoff faces execution, market, and tax-related uncertainties - The planned 2024 spinoff of Seaport Entertainment may not be completed or realize its anticipated benefits due to market conditions or execution challenges[105][106][107] - If the spinoff fails to qualify as a tax-free distribution, HHH and its shareholders could incur significant adverse tax consequences[111][114] Financial Risks The company has substantial debt, is subject to restrictive covenants, and is exposed to inflationary pressures - As of December 31, 2023, the company had approximately $5.3 billion in total consolidated debt, which could limit future financing and increase economic vulnerability[115][116] - Debt agreements contain restrictive covenants that may limit the ability to operate the business, incur additional debt, or pay dividends[117][118] - Inflation may adversely affect the company by increasing costs of land, materials, and labor, potentially reducing profit margins[126] Regulatory, Legal and Environmental Risks Development is subject to lengthy entitlement processes, defect claims, and risks from climate and resource regulations - Condominium development is subject to state regulations that can delay sales and expose the company to post-transfer defect claims[128] - Property development involves a lengthy, uncertain, and costly entitlement process that can materially affect development activities[129][130] - The company may face increased compliance costs related to new government regulations on energy standards and climate change[134] - Water and electricity shortages, particularly in Phoenix and Las Vegas, could adversely affect development in the Teravalis and Summerlin MPCs[141] Unresolved Staff Comments The company reports no unresolved staff comments from the Securities and Exchange Commission - None[152] Cybersecurity The company maintains a risk-based cybersecurity program with board oversight and has identified no material risks to date - HHH has an enterprise-wide, risk-based cybersecurity program that is periodically assessed by internal teams and third parties[154] - The program is managed by the SVP of IT Governance, Risk, and Compliance, with oversight from the Board's Technology Committee[158][159] - As of the report date, the company is not aware of any material risks from cybersecurity threats that have materially affected the company[157] Properties The company's portfolio includes millions of sq. ft. of operating assets and nearly 100,000 acres in MPCs Operating Assets This segment holds a diverse portfolio of office, retail, and multi-family properties across its communities Operating Office Assets Summary (as of Dec 31, 2023) | Location | Rentable Square Feet | % Leased | | :--- | :--- | :--- | | The Woodlands | 4,002,176 | 88% (avg.) | | Columbia | 1,753,291 | 82% (avg.) | | Summerlin | 801,863 | 92% (avg.) | | Total | 6,557,330 | | Operating Retail Properties Summary (as of Dec 31, 2023) | Location | Rentable Square Feet | % Leased | | :--- | :--- | :--- | | The Woodlands | 284,117 | 99% (avg.) | | Bridgeland | 67,947 | 92% | | Columbia | 101,609 | 100% | | Summerlin | 803,145 | 96% | | Ward Village | 856,739 | 93% (avg.) | | Total | 2,113,557 | | Operating Multi-family Assets Summary (as of Dec 31, 2023) | Location | Units | % Units Leased (avg.) | | :--- | :--- | :--- | | The Woodlands | 2,268 | 95% | | Bridgeland | 933 | 68% | | Columbia | 1,671 | 86% | | Summerlin | 685 | 68% | | Total | 5,587 | | Master Planned Communities The MPC portfolio spans five communities with significant remaining residential and commercial land for sale MPC Portfolio Summary (as of Dec 31, 2023) | Community | Location | Total Gross Acres | Remaining Saleable Acres (Residential) | Remaining Saleable Acres (Commercial) | | :--- | :--- | :--- | :--- | :--- | | Bridgeland | Cypress, TX | 11,506 | 1,671 | 1,055 | | Summerlin | Las Vegas, NV | 22,500 | 2,462 | 551 | | Teravalis | Phoenix, AZ | 33,810 | 15,804 | 10,531 | | The Woodlands | The Woodlands, TX | 28,545 | 35 | 725 | | The Woodlands Hills | Conroe, TX | 2,055 | 691 | 167 | | Total | | 98,416 | 20,663 | 13,029 | - The company also has a 50% interest in Floreo, a 3,029-acre unconsolidated joint venture in Phoenix, AZ, with 861 residential and 457 commercial acres remaining to be sold[175][178][180] Seaport The Seaport segment comprises approximately 472,000 square feet of mixed-use space in Lower Manhattan - The Seaport segment totals approximately 472,000 square feet across several city blocks in Lower Manhattan, including Pier 17, the Tin Building, and the Historic District[182] Seaport Segments (as of Dec 31, 2023) | Category | Rentable Square Feet | % Leased | | :--- | :--- | :--- | | Landlord Operations | 342,674 | 59% | | Managed Businesses | 51,458 | 89% | | Tin Building | 53,783 | 100% | | Events and Sponsorships | 24,577 | 100% | Strategic Developments Seven projects are under construction, including three condominium towers at Ward Village with high pre-sale rates - As of December 31, 2023, there are seven strategic development projects under construction, including office, retail, multi-family, and condominium properties[189] Ward Village Condominiums Under Construction (as of Dec 31, 2023) | Project | Units | Estimated Completion | Status | | :--- | :--- | :--- | :--- | | Victoria Place | 349 | Q4 2024 | 100% sold | | The Park Ward Village | 545 | 2026 | 93.9% under contract | | Ulana Ward Village | 696 | 2025 | 100% sold | - As of December 31, 2023, the total estimated cost remaining to be spent on all strategic development properties under construction was $1.3 billion[190] Legal Proceedings Management believes the financial impact of any pending legal claims would not be material to the company - Management believes that any monetary liability from pending legal proceedings would not be material to the company's financial position or results of operations[197] Mine Safety Disclosure This item is not applicable to the company - Not applicable[198] PART II Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities The company's stock trades on the NYSE, no dividends were paid, and $15.0 million remains on its share repurchase program - The company's common stock is traded on the New York Stock Exchange (NYSE) under the ticker symbol "HHH"[202] - No dividends were declared or paid in 2023 or 2022[202] - In March 2022, a share repurchase program of up to $250.0 million was authorized; as of December 31, 2023, approximately $15.0 million remained available[208][209] [Reserved] This item is reserved and contains no information Management's Discussion and Analysis of Financial Condition and Results of Operations The company reported strong MPC and Operating Asset results in 2023, offset by a significant Seaport impairment charge - Net loss attributable to common stockholders was $551.8 million in 2023, primarily driven by a $548.5 million after-tax impairment charge related to the Seaport[226] - MPC earnings before taxes (EBT) increased 21% year-over-year to $341.4 million in 2023, driven by strong land sales and higher prices per acre[219][228] - Operating Assets NOI reached a record $233.6 million in 2023, a 5% increase over 2022 (excluding dispositions), led by the multi-family portfolio[220][227] - The 2024 outlook projects a modest 10-15% decline in MPC EBT, a 1-4% increase in Operating Assets NOI, and condominium sales revenue between $675 million and $725 million[223][224][225] Results of Operations MPC EBT grew significantly while Seaport and Strategic Developments saw large declines due to impairment and lower sales Segment Earnings Before Tax (EBT) Summary (in thousands) | Segment | 2023 | 2022 | $ Change | | :--- | :--- | :--- | :--- | | Operating Assets | $(36,011) | $41,234 | $(77,245) | | Master Planned Communities | $341,419 | $282,987 | $58,432 | | Seaport | $(811,536) | $(84,389) | $(727,147) | | Strategic Developments | $(17,306) | $190,238 | $(207,544) | Liquidity and Capital Resources The company maintains a strong liquidity position with significant cash and undrawn commitments despite substantial debt - The company maintains a strong liquidity position with $631.5 million in cash and $1.0 billion of undrawn lender commitments as of December 31, 2023[226][311] - As of December 31, 2023, the company had $5.3 billion of outstanding debt[331] Cash Flow Summary (in millions) | Activity | 2023 | 2022 | | :--- | :--- | :--- | | Cash from Operating Activities | $(258.5) | $325.3 | | Cash from Investing Activities | $(336.1) | $(220.7) | | Cash from Financing Activities | $548.7 | $(222.3) | Contractual Cash Obligations (as of Dec 31, 2023, in thousands) | Obligation | Total | 2024 | 2025 | 2026 | Thereafter | | :--- | :--- | :--- | :--- | :--- | :--- | | Mortgages, notes, and loans payable | $5,352,610 | $214,526 | $527,478 | $968,964 | $3,641,142 | | Interest Payments | $1,322,481 | $297,880 | $250,482 | $204,598 | $570,521 | | Ground lease commitments | $255,211 | $2,883 | $2,937 | $2,992 | $246,399 | Critical Accounting Policies Key accounting judgments involve estimating future cash flows for impairment tests and future costs for MPC land sales - Impairments: Long-lived assets are reviewed for impairment, requiring significant judgment in estimating future undiscounted cash flows[338][339] - Master Planned Communities Cost of Sales: Cost of sales for land includes actual costs and highly judgmental estimates of future development costs[340][341] Quantitative and Qualitative Disclosures about Market Risk The company is primarily exposed to interest rate risk from its $1.8 billion of variable-rate debt - The company is subject to interest rate risk on its $1.8 billion of outstanding variable-rate financing as of December 31, 2023[343][344] - To manage this risk, the company uses derivative instruments, with $250.7 million swapped to a fixed rate and $422.2 million covered by interest rate caps[344] - A 1.00% increase in floating interest rates would result in an approximate $10.8 million increase in annual interest costs[345] Financial Statements and Supplementary Data The company reported a net loss of $551.5 million in 2023 on total assets of $9.58 billion - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2023[350][351][355] Consolidated Balance Sheet Summary (in thousands) | | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Total Assets | $9,577,003 | $9,603,463 | | Total Liabilities | $6,518,079 | $5,997,351 | | Total Equity | $3,058,924 | $3,606,112 | | Total Liabilities and Equity | $9,577,003 | $9,603,463 | Consolidated Statement of Operations Summary (in thousands) | | 2023 | 2022 | | :--- | :--- | :--- | | Total Revenues | $1,024,102 | $1,608,488 | | Total Expenses | $908,268 | $1,270,940 | | Provision for Impairment | $(672,492) | $— | | Income (Loss) Before Income Taxes | $(715,265) | $245,136 | | Net Income (Loss) | $(551,530) | $184,636 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with its accountants - None[666] Controls and Procedures The company's disclosure controls and procedures were deemed effective with no material changes to internal controls - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of December 31, 2023[668] - There were no changes to internal control over financial reporting during the period that have materially affected, or are likely to materially affect, internal controls[669] Other Information No directors or officers adopted or terminated a 10b5-1 trading plan during the fourth quarter of 2023 - No directors or officers adopted or terminated a Rule 10b5-1 trading plan during the fourth quarter of 2023[671] PART III Directors, Executive Officers, and Corporate Governance Information is incorporated by reference from the company's 2024 Annual Meeting of Stockholders proxy statement - The information required by this item is incorporated by reference from the registrant's Proxy Statement for its 2024 Annual Meeting of Stockholders[674] Executive Compensation Information is incorporated by reference from the company's 2024 Annual Meeting of Stockholders proxy statement - The information required by this item is incorporated by reference from the registrant's Proxy Statement for its 2024 Annual Meeting of Stockholders[675] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information is incorporated by reference from the company's 2024 Annual Meeting of Stockholders proxy statement - The information required by this item is incorporated by reference from the registrant's Proxy Statement for its 2024 Annual Meeting of Stockholders[676] Certain Relationships and Related Transactions, and Director Independence Information is incorporated by reference from the company's 2024 Annual Meeting of Stockholders proxy statement - The information required by this item is incorporated by reference from the registrant's Proxy Statement for its 2024 Annual Meeting of Stockholders[677] Principal Accountant Fees and Services Information is incorporated by reference from the company's 2024 Annual Meeting of Stockholders proxy statement - The information required by this item is incorporated by reference from the registrant's Proxy Statement for its 2024 Annual Meeting of Stockholders[678] PART IV Exhibits and Financial Statement Schedule This section lists the financial statements, schedules, and exhibits filed as part of the Annual Report - The Consolidated Financial Statements and Schedule III – Real Estate and Accumulated Depreciation are filed as part of this Annual Report[681] Form 10-K Summary This item is not applicable to the company - Not applicable[689]