Good day, and thank you for standing by. Welcome to Howard Hughes Third Quarter 2024 Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speakers' presentation, there will be a question-and-answer session. [Operator Instructions]. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Eric Holcomb, SVP of Investor Relations. Please go ahead.

Aloha from Honolulu, and welcome to Howard Hughes Holdings third quarter 2024 earnings call. With me today are David O'Reilly, Chief Executive Officer; Jay Cross, President; Carlos Olea, Chief Financial Officer; Dave Striph, President of Asset Management and Operations; and Joe Valane, General Counsel. Before we begin, I would like to direct you to our website, howardhughes.com where you can download both our third quarter earnings press release and our supplemental package. The earnings release and supplemental package include reconciliations of non-GAAP financial measures that will be discussed today in relation to their most directly comparable GAAP financial measures. Certain statements made today that are not in the present tense or that discuss the company's expectations are forward-looking statements within the meaning of the federal securities laws. Although the company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurance that these expectations will be achieved. Please see the forward-looking statement disclaimer in our third quarter earnings press release and the risk factors and our filings for factors that could cause material differences between forward-looking statements and actual results. We are not under any duty to update forward-looking statements unless required by law. I will now turn the call over to our CEO, David O'Reilly.

Thank you, Eric. Hello, everyone, and welcome to our third quarter earnings call. On our call today, I'm going to begin with a recap of the quarter and cover the segment highlights for our master planned communities. Dave Striph will cover the performance of our operating assets, followed by remarks from Jay who will provide updates on our strategic development projects. Finally, Carlos is going to review our updated full year guidance and the balance sheet before we open up the lines for Q&A. For the third quarter, we reported exceptional results with our entire portfolio further exemplifying the resilience of our unique business model and our continued ability to defy the narrative for the national real estate market. Turning to our segment results. In MPCs, we continue to experience elevated homebuilder demand for new acreage, which contributed to a significant increase in residential net revenue. These land sales, which were achieved at a near record price per acre led to a record quarterly MPC EBT. Our operating assets delivered a strong 8% year-over-year NOI growth, meaningful increases for each property type, most notably in office and multifamily and strategic development demand for our premier condos and Ward Village in the Woodlands continued at a solid pace with 29 units contracted, representing more than $57 million of future revenue. Here in Hawaii, we completed Victoria Place just last week. Closings are expected to commence tomorrow, which we now expect to generate $760 million of revenue with 27% to 28% gross margins in the fourth quarter. With all of these incredible results, we are raising our full year guidance in each segment. Looking deeper at our MPC segment results. We reported record MPC EBT of $145 million in the third quarter, which included the sale of 191 acres of residential land…

Thank you, David, and good morning. Our operating asset segment continued to experience heightened demand during the third quarter, delivering strong year-over-year growth across each asset type. In total, we delivered $65 million of net operating income, which represented an 8% improvement compared to the prior year. Our strong performance was once a again led by office, which reported solid NOI of $32 million or a 9% year-over-year increase. This growth was primarily driven by continued abatement expirations in the Woodlands and Summerlin most notably at 9950 Woodloch Forest and 1700 Pavilion. This is the result of our successful leasing performance over the last couple of years. These gains were partly offset by lower occupancy at 1725 Hughes Landing in the Woodlands. During the quarter, we executed 114,000 square feet of new or expanded office leases across all of our markets, making stabilized office portfolio 88% leased at quarter end. We expect to further benefit from this leasing momentum in 2025 as office build-out are completed and free rent periods burn off. Our multifamily portfolio also performed well, delivering a second consecutive quarter of record NOI totaling $16 million or an impressive 15% year-over-year increase. This growth was primarily driven by increased rental revenue associated with the lease up of our newest properties, including Marlow in Downtown Columbia, Tanager Echo in Summerlin and Starling at Brisland. These properties have seen impressive leasing success with Marlow now 75% leased, Tanger Echo, 74% leased and Starling at Bridgeland, 93% leased. These improvements were partially offset by initial operating losses from Wingspan, the latest addition to our multifamily portfolio in Bridgeland, which was fully completed in June and was 49% leased at quarter end. Our stabilized portfolio continued to perform extremely well and ended the quarter at 95% leased with Downtown Columbia and Summerlin both at 96% and Houston at 95%. In retail, NOI was $13 million in the third quarter or an increase of 2% year-over-year. This growth was primarily driven by improved performance from the ground floor retail at Juniper and Marlow in Downtown Columbia, which ended the quarter at 86% leased. Overall, our stabilized retail portfolio was 94% leased at the end of the third quarter. Overall, with these strong results, we are further increasing our full year guidance for, which Carlos will provide more details in a few moments. I'll now turn the call over to our President, Jay Cross.

Thanks, Dave, and good morning, everyone. In the strategic developments, we had another good quarter and recently achieved several important milestones with our projects under construction. Starting in Hawaii, as David mentioned, we had another strong quarter of pre-sales contracting to sell 24 condos. The majority of these pre-sales related to the Launiu, our 11th condo project in Ward Village, which continues to see steady demand. As of quarter end, 55% of this project was already pre-sold. At this pace, we hope to start construction of Launiu sometime next year. We also sold a handful of units at Park Ward Village and 'A'ali'i with these projects now 96% and 92% pre-sold, respectively, with 45 units remaining to sell. At Ulana, our final workforce Tower in Ward Village, construction continued to progress nicely, and we celebrated this topping off ceremony in late September. This tower is fully pre-sold and is expected to be in the fourth quarter of next year. As David mentioned earlier, we completed Victoria Place just last week and will commence bulk condo closings tomorrow. This project represents our seventh completed tower to date and is expected to contribute record condo revenue and gross profit in the fourth quarter. Congratulations to the entire Ward Village team on this amazing achievement, which is a beautiful addition to the Honolulu skyline. In Texas, we sold an additional fivecondos at the Ritz-Carlton Residences, the Woodlands, making this 111-unit luxury project 69% pre-sold at quarter end. In early October, we broke ground on this exciting project, which we expect to complete in 2027. As we've discussed on prior calls, in an effort to maximize returns on this project, we continue hold back the majority of the remaining units with plans to market them for sale closer to the project's completion. Overall, at quarter end, projects under construction are in predevelopment were remarkably 88% pre-sold and collectively represented $3.4 billion of future revenue, which will be recognized between now and 2027 as each project is delivered. With respect to our newest operating assets in development, we continue to advance construction on several projects, including the Summerlin Whole Foods anchored Grocery Center and Village Green at Prison Central, which will both be substantially completed in the fourth quarter. These projects are now approximately 75% leased with more negotiation. In late September, we also celebrated a topping off ceremony at 1 Riva Row in The Woodlands. This luxurious 13-story multifamily project on the Waterway is expected to be completed in the second half of 2025. And with that, I would now like to hand the call over to our CFO, Carlos Olea, who will review our guidance and the balance sheet.

Thank you, Jay, and good morning, everyone. With our incredibly successful third quarter in the books, we remain very confident that 2024 will be a strong and record-setting year. Today, we raised our MPC EBT, operating asset NOI and condo sales guidance expectations and we tightened our cash G&A expectations for the year. In MPCs, with the record EBT results in the third quarter, we now expect to deliver enhance results for the full year. In the fourth quarter, we anticipate continued momentum in Texas with incremental landfills in Bridgeland and the Woodlands sales. In Summerlin, following the very successful sale of 217 acres of superpads year-to-date, we do not anticipate additional closings in the fourth quarter, but we do see very strong prospects for additional sales in 2025. Overall, for 2024, we now expect MPC EBT will be down 1% to 6%, which will imply a midpoint of $330 million and represents an improvement over the original guidance of $30 million at the midpoint. This guidance contemplates record residential line sales revenue, including record acre sold at a record average price per acre, which largely offset reduced commercial landfills and builder price participation, as well as limited inventory of custom lot sales due to a significant past success in the area of Woodlands and Summit in Summerlin. In operating assets with the strong performance of our portfolio year-to-date, we now expect record full year NOI of approximately $257 million at the midpoint, with growth in all property types. Our guidance contemplates some seasonality and modest cost increases in the fourth quarter, but overall represents a solid 5% to 8% year-over-year increase. This comes favorably to our previous guidance range of up 3% to 6%, including $3 million of NOI in the Las Vegas Ballpark in the prior year and…

Thank you, Carlos. In closing, our third quarter results were simply outstanding across the portfolio and further solidified our bullish outlook, which includes record residential land sales with robust MPC EBT well above historical averages, record operating asset NOI, and nearly $210 million gross profit from condo sales for the full year. We look forward to sharing more details on our record-setting within our favorable outlook at our upcoming Investor Day, which will be held in Summerlin in less than two weeks on Monday, November 18th. For everyone who plan to attend, we look forward to seeing you soon and showing you why Summerlin is consistently ranked one of the top-selling MPCs in the country. If you can't attend in person, please mark your calendars to join the live webcast which will be accessible for our Investor Relations website. With that, let's start the Q&A portion of the call. Operator, can you please open the line for the first question?

Thank you. [Operator Instructions] Our comes from the line of Anthony Paolone from JPMorgan.

Great. Thank you. First question is, if I look at Slide 26, where you give a rough value for the MPCs. Can you maybe spend a minute, just giving us a little background as to how you're getting the $3.9 billion, whether it's just kind of applying recent acreage prices to what you have on the balance sheet? Or is there also like an included cost that you'd have to incur to achieve $3.9 billion? Just any color there would be great.

Good morning, Tony. Good to hear from you. Real quick, what we're doing here is similar to what we do in our Annual Investor Day when we provide an NAV update. We take the remaining acres times of price per acre against the margin that we used to sell it and discount it back to today. It's the same methodology that we've used in each one of the of the appendices NAV analysis that we provided. It's illustrative. And we're trying to use very similar metrics and margins participating the revised price per acre showing the increase that's been achieved over the past seven years.

Okay. So that does include some margin and just the cost and discount rate and timing and all those sorts of variables?

Yeah, it does. And as you know, there are certain communities where the margins are higher and some where they're lower. Some of it has to do with the topography and the grading that has to occur in Summerlin, which is why there's a slightly lower margin there and some of them has to do with the relative maturity of the community, like Woodland Hills earlier on is going to show lower cash margin cash margin today, higher later and a consistent GAAP margin growth.

Okay. Got it. And then I don't know if you'd be able to comment, but any thinking around the time line for the Board's special committee around the process that Bill Ackman and Pershing Square is running?

I really can't have any comment on that process. That is something that, as you know, has been filed publicly. And if there are any updates, we'll file it publicly as well for all shareholders to see.

Okay. And last question just for me. Looking at the operating portfolio, still looking at areas like Summerlin retail where the NOI is off from kind of 22 levels. And then just the upside with that you think might exist in some of the office assets and Merriweather. Like any just context around in line for some of those projects where there's a big NOI gap that could be achieved?

Yeah. I can kind of hit those one at a time. The retail portfolio in Summerlin, we're hitting our 10-year anniversary right now, Tony, of Downtown Summerlin. So we're seeing a meaningful number of expirations that are highlighted in our supplemental. And we're taking that opportunity to thoughtfully renew those tenants that are performing well. And take advantage of the market environment where we have incredible demand for our retail there to upgrade some of the tenancy across the board. And we've signed recent leases with Lego and Chanel that will continue to drive the credit quality and the sales per foot of that center higher. In the meantime, for the next 18 to 24 months as we have meaningful expirations and some downtime turnover and tenant build-out, that NOI will probably lag behind what we saw a couple of years ago when it was as it is today, a very high 90s percent leased, but without the kind of downtime and turnover that we've seen recently. I think over time, that gap will close pretty quickly as those new tenants open and we see them performing the way we expect. The Merriwether road portfolio in Colombia is a little bit more of challenge. It is the older vintage assets within the portfolio, and there's, as you know, considerable pressure on office. Right before the pandemic hit, we invested meaningfully in upgrading the amenity base of conference centers, fitness facilities, LifePath, landscaping, et cetera. And we're starting to see the benefit of that capital expenditure from a couple of years ago materialize as we're seeing a kind of turn in leasing momentum. For the past year or so, we've seen a modest degradation in the occupancy. And I think we've really hit an inflection point now where instead of one step forward, two steps back, it's two steps forward, one step back, and we're seeing a little bit more momentum in the leasing of that space. So look forward to speaking to that in a lot more detail in the Investor Day. We have a handful of slides pulled out to talk specifically about those assets. And I think that we see some positive momentum there for the first time in a little bit.

Okay. Thank you.

Thank you. One moment for our next question. Our next question comes from the line of Alexander Goldfarb from Piper Sandler.

Hey. Good morning, out there. So a few questions here. David, maybe you could just go back to -- you routed off some numbers early on, on land and home inventory in your communities versus national. And one, if you could just go back over those, but two, more importantly, mortgage rates certainly haven't driven as much as people thought, there's still a pretty wide -- still sort of high relative to the past where they were a number of years ago. And the economy is what it is, and yet, your land sales and home sales just would almost suggest like a really strong economy. So two parts to this. One is, if you could just run back through so we can catch the numbers on how your communities are positioned for land and homes versus sort of national dynamics. And then two, the performance of your communities on home and land versus the general economy overall.

Yeah. There's a lot there, Alex. So forgive me if this answer takes a few minutes. In Bridgeland and Summerlin, which as you know, are the communities where we sell the most land to homebuilders, our communities there have one month or less of new home supply. And the national average is about two months or slightly higher. So we are -- we're pretty tight. And if you think about vacant developed lots are lots are those kind of that available for new homes I would argue that equilibrium is about a 20-month supply because it takes that long to get the model home up run, take an order and then build the home to complete that order. Right now, we're sitting at -- Summerlin is at 11 months, and Bridgeland is at 12. I think compounding that and what has led to the modest decline in underlying home sales this quarter is that our community count and the actual number of floor plans available in Summerlin is close to a record low right now because we've seen such incredible home sales over the past several quarters that we're kind of low. And homebuilders pause, momentarily buying new land and new communities, when we saw mortgage rates increase over a year ago. And that's what's caused a little bit of the bottleneck now. The good news is that as those home sales continued strong when mortgage rates increase, those homebuilders came right back to us to buy land. And those new communities will be coming online, a few in the fourth quarter, but really meaningfully in the first half of 2025. Our community count will be back up where it belongs if not a little bit higher than we long-term average is at. The number of floor plans available to buyers will increase will increase dramatically. The price points dramatically. And we'll be able to meet that demand that we see right now, that we just don't have the diversity of product to meet today. Look, I would argue, that if you pulled the public homebuilder results, they continue to demonstrate good numbers. Number of orders are off backlog is strong. Cancellations are down, margins are high. I think the new home market has continued to be very resilient, despite the national headlines that overall housing sales are down. If you pull apart those high-level numbers of total sales into what's a new construction versus a resale, the new construction market has increased pretty meaningfully. And I think that's the dynamic that we see taking hold in our portfolio that has increased the demand for our raw materials, our land that the homebuilders desperately need to effectuate their business plan. And we're able to sell that land at increasing values per acre, to meet the underlying demand of those that continue to migrate and look for a better quality of life that we offer in Howard Hughes communities.

Okay. And then second question is, I realize you're not giving 2025 guidance, but still, when we look at this year, your business is heavy transactional. Clearly, it's been a better year than you anticipated. But as we, the analyst community think about where you're going to be for 2025, is there some sort of ballpark where you'd say, "Hey, look, this year route size take 20% off the numbers and use that as a run rate." Like, how do we sort of gauge the best way to try and look for where you're going to be, just given the heavy transactional nature and the fact that this year certainly well exceeded where you originally started out?

Look, I think it's really difficult for us, even when we do provide guidance on the forward year to anticipate a record year. And to say that next year is going to be better than we've ever experienced in the history of the company, which is what we're seeing here today. Because our residential land sale number has never been so high. I don't see overall change in the dynamic today, sitting here, that demand for housing is going to decline. We're still short millions of units of housing across the country. And I think it's going to take a year to that to resolve itself. And as a result, I think we're going to continue to see strong demand. We're not providing 2025 guidance today, so it's very difficult for me to give you a lot more color than that. We feel great about our communities. We feel great about the number of folks that want to live in a higher quality of life community like Bridgeland and Summerlin and Woodland Hills. And I think that's going to continue to translate into strong land sales to homebuilders. How much next year? Its way early to tell and we'll look forward to providing guidance on our fourth quarter call early next year.

Okay. And just final question, Carlos. On the MUDs sale, you guys generated a tremendous amount of liquidity through the land sales. So just curious what prompted you to monetize the MUDs? And by doing so, does that necessarily not necessarily restrict, -- is there an offset to that? Or is this like sort of free -- I'm just trying to understand if this is free money and then what drove that decision just given all the liquidity you generate out of your land sales.

Yes, Alex. Well, as you know, the MUD’s are an asset that sits in our balance sheet and has liquidity anytime between three to five years, depending on where exactly is, in this case it was in Bridgeland but there's an administrative process that can take up to five years. So the opportunity to see if there was a liquidity mechanism for that asset was very enticing, and this is the first time that we do this, we proved that it can be done. And so the impetus was to see if we can take what can be a largely illiquid asset for up to five years and turn it into a liquid asset with attractive proceeds that then allowed us to turn around and deleverage by paying down the Bridgeland line of credit. And then subsequent to that, by having created liquidity for an illiquid asset, we were even able to expand the line of credit that we have in Bridgeland by $125 million. So it was really a positive all around that helped us understand that we have a lot more optionality than we thought before, now that we can take this illiquid asset and turn it into liquid.

Thank you.

Thank you. One moment for our next question. Our next question comes from the line of John Kim from BMO Capital Markets.

Hi, good morning. It's Eric Borden on for John Kim. Maybe just starting with -- now that the drag from the Seaport has gone and you're going to receive a large infusion of capital from condo sales, which is coming online next quarter. I guess, how are you thinking about allocating capital to new development starts? And what operating asset segment is the most attractive in terms of return profile across your multifamily, retail and office segments?

That's a great question, Eric, and I appreciate you asking. Look, I love the fact that we have more liquidity rather than less monetizing MUD’s, selling condos, selling land that generates free cash flow to our balance sheet, and it perpetuates our self-funding business model, all paramount to how we operate. The most important decisions that we'll make as a management team in conjunction with our Board is how we allocate that capital. And we're always trying to chase those highest risk-adjusted return, those highest opportunities to create value. Sometimes that is in great condo developments like we have here in Hawaii with the closing of Victoria Place this week. Sometimes that is in share buybacks. So we're always looking at where we're going to drive the highest risk-adjusted returns, whether that's purchasing our own shares and owning more of a company that we love and we see the underlying value in or sometimes it's in new developments. As we think about prioritizing those new developments, it's very market specific. It's very demand specific. So it's hard to generalize and say that x property type is the highest and best use today. As we sit here today, if we have the opportunity to do another condominium tower here in Hawaii, or another tower in the Woodlands or Summerlin like we did with the Ritz-Carlton Residences in the Woodlands, we'll absolutely continue to execute on that where we can sell it at 25% to 30% margin and generate a lot of free cash flow for the company. The next highest and best use today is probably in multifamily, where we've seen strong same-store results. We are full across our portfolio. And when we're full and we see incremental demand, sometimes we're able to build new products that will generate a lot of value for our shareholders, and we see those opportunities will move. Given that we do have some vacancy remaining in our office portfolio, I think it's unlikely that we'll do more office development in the very near-term. And then retail is really a great amenity and if we can build it at an outsized return and create a lot of value. in a market that is tight and full, and we see incremental demand. We'll continue to do that. And you've seen that in kind of small targeted instance like Whole Foods in Summerlin and the retail center that we're building around ACV in Bridgeland.

Thank you. Maybe one on the retail leasing demand environment. Just curious if you could comment on the strength there. And with the 15% of leasing rolling next year, I was hoping you could provide some brackets around your expectations for cash re-leasing spreads.

Yes. And I think largely, that question is going to focus around Downtown Summerlin, which is where we see the majority of the expirations. I think we have a great opportunity here to see a positive mark-to-market. How wide that will be it'll depend, right? It's very difficult to predict today because of some of those expirations. We're just in the very early stages of negotiating right now. I think we do see a positive spread. It's going to be in the mid-single digits, kind of all in, including kind of rent mark-to-market as well as kind of fixed CAM adjustments to keep up with the increasing operating expenses. And it's positive. Its strong. Its demand like we haven't seen in a long time for retail, but I don't expect to see double-digit mark-to-market increases.

Hey, David. It's John Kim. I just wanted to squeeze one last question, and if that's okay.

Of course, John. Yes.

On your G&A, it's up 15% year-over-year. I know some of that is a non-cash stock comp. But outside of that, the cash today is up year-over-year as well. I would have thought that might have come down a bit or moderated with the Seaport spin-off. And I'm wondering if you expect going forward G&A to moderate?

Yes. I think over the next year or so, you'll continue to see G&A moderate. I think that making knee-jerk reactions in the immediate aftermath of the spin-off is very difficult to do and to see kind of an overnight change. It's still, as you know, a more complicated business than lot of our public real estate brethren, we're not just 1 product type. We're multiple, and we're also in land development, condo development. It takes a meaningful amount of capital, not just monitor capital, but human capital to execute on that business plan. And we're thoughtful on our G&A. We've come a long way from the $140 million that we were 5 years ago and down to a run rate in the mid-80s that I think is very sustainable, and we can continue to grow our portfolio meaningfully without adding to our G&A.

Are some of those costs success-based -- based on land sales or condo sales?

I'm sorry, some of those costs, what, John?

Success-based like on the closing of land sales like...

No.

Okay.

No, the success-based fees are all around condo closings and condo sales, and those are in the cost of sales of the underlying project, not within G&A.

Got it. Thank you so much.

Thanks, John.

Thank you. One moment for our next question. Our next question comes from the line of Dara Hiwatt [ph] from Black Oak.

Good morning, everyone, and congrats on another solid quarter.

Thank you.

And thanks for taking our call. It's a general call. But I mean, as we look across businesses -- obviously seeing your increasing NOI in the operating assets and Victoria Place has been delivered just now, which is great, big wins on the land sale side, Seaport behind us. I mean, your business is really hitting on all cylinders right now, and it's showing up in the form of rising liquidity and net worth in the financials, and you've already kind of touched on this a little bit. But against that backdrop, success and looking forward, we're really focused on that, how you all are comparing the relatively low new development returns against what at least to us, seems to be a continuing very conservative valuation of your stock. And as looking ahead in the fourth quarter and beyond, even higher liquidity from condo sales and other liquidity drivers. So I guess could you just -- any more particulars you could give around your latest thinking on capital allocation over the next few quarters? And is it possible that we sit on this much liquidity in your mind for a year or more and I guess as I ask all that, I know you have a Capital Markets Day. So maybe if you plan on addressing it more then, maybe just punt us to that. But congrats again on the quarter and look forward to anything you have on that topic. David O’Reilly: Well, I appreciate it. Thank you for the comments and I'm happy to answer the question as nice as it would be just a punt on every question for a couple of weeks, should be answered. Look, I think your question comes back to whether or not we should just develop and continue to develop a tighter…

Great. I appreciate that. Yeah. And yeah, obviously, your Summerlin project is great, and I appreciate that just additional context. So congrats again. Great quarter. David O’Reilly: Appreciate the question. Thank you.

Thank you. [Operator Instructions]. At this time, I would now like to turn the conference -- one moment for our next question. Our next question comes from the line of Amanda Schiavo from Commercial Observer. Q – Amanda Schiavo: Hi. I was just wondering if you could go into a little bit more detail about your office leasing, particularly in the Hawaii market and the success you guys have had there?

Well, we really don't have an office portfolio in Hawaii Amanda to speak of. We're sitting here the IBM building, which is kind of an iconic building within Ward Village that we almost predominantly occupy with the 80 or so employees that work here in Ward Village as well as the sales galleries and sales center that support the condo sales. So it's tough to speak to, and I don't have a tremendous amount of color on the Hawaii office market. Q – Amanda Schiavo: Okay. Thank you.

Thank you. At this time, I would now like to turn the conference back over to David O'Reilly for closing remarks.

Thank you again for everyone for joining us. I think our third quarter results were nothing short about standing. And we look forward to hopefully seeing a lot of you in a couple of weeks out in Summerlin is showing off what is one of the best communities in the country that offers an outstanding quality of life and talking a lot more about what we see ahead for Howard Hughes. Thank you again. Look forward to seeing you soon.

This concludes today's conference call. Thank you for participating. You may now disconnect.