THE HOWARD HUGHES CORPORATION (NYSE:HHC) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
The information contained in this Current Report on Form8-K to
this Item 7.01 Regulation FD Disclosure is being furnished. This
information shall not be deemed to be filed for the purposes of
Section18 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.
On April27, 2017, The Howard Hughes Corporation (the
Company) distributed a letter to its shareholders
describing key information about the Company. A copy of this
letter is attached hereto as Exhibit99.1 and has been posted on
our website at www.howardhughes.com under the Investors tab.
FORWARD-LOOKING STATEMENTS AND NON-GAAP FINANCIAL
MEASURES
FORWARD-LOOKING STATEMENTS
Statements made in the shareholder letter attached to this
Form8-K on Exhibit99.1 that are not historical facts, including
statements accompanied by words such as anticipate, believe,
estimate, expect, forecast, intend, likely, may, plan, project,
realize, should, transform, would, and other statements of
similar expression and other words of similar expression, are
forward-looking statements within the meaning of Section27A of
the Securities Act of 1933, as amended, and Section21E of the
Securities Exchange Act of 1934. These statements are based on
managements expectations, estimates, assumptions and projections
as of the date of this letter and are not guarantees of future
performance. Actual results may differ materially from those
expressed or implied in these statements. Factors that could
cause actual results to differ materially are set forth as risk
factors in our most recent Annual Report on Form10-K filed with
the Securities and Exchange Commission. In the shareholder
letter, forward-looking statements include, but are not limited
to, expectations about the performance of our Master Planned
Communities segment and other current income producing properties
and future liquidity, development opportunities, development
spending and management plans. We caution you not to place undue
reliance on the forward-looking statements contained in the
shareholder letter and do not undertake any obligation to
publicly update or revise any forward-looking statements to
reflect future events, information or circumstances that arise
after the date of the shareholder letter except as required by
law.
NON-GAAP FINANCIAL MEASURES
The Company believes that net operating income, or NOI, a
non-GAAP financial measure, is a useful supplemental measure of
the performance of our Operating Assets because it provides a
performance measure that, when compared year over year, reflects
the revenues and expenses directly associated with owning and
operating real estate properties and the impact on operations
from trends in rental and occupancy rates and operating costs. We
define NOI as operating revenues (rental income, tenant
recoveries and other revenues) less operating expenses (real
estate taxes, repairs and maintenance, marketing and other
property expenses). NOI excludes straight line rents and
amortization of tenant incentives, net interest expense, ground
rent amortization, demolition costs, amortization, depreciation,
development-related marketing costs and Equity in earnings from
Real Estate and Other Affiliates.
We use NOI to evaluate our operating performance on a
property-by-property basis because NOI allows us to evaluate the
impact that factors, which vary by property, such as lease
structure, lease rates and tenant base have on our operating
results, gross margins and investment returns.
Although we believe that NOI provides useful information to the
investors about the performance of our Operating Assets due to
the exclusions noted above, NOI should only be used as an
additional measure of the financial performance of such assets
and not as an alternative to GAAP net income (loss).
For a reconciliation of NOI to the most directly comparable
GAAP measure see the Supplemental Information at the end of the
shareholder letter attached to this Form8-K on Exhibit99.1. No
reconciliation of projected NOI is included in the shareholder
letter because we are unable to quantify certain amounts that
would be required to be included in the GAAP measure without
unreasonable efforts and we believe such reconciliations would
imply a degree of precision that would be confusing or
misleading to investors.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits
|
ExhibitNo. |
|
Description |
|
99.1 |
Shareholder Letter dated April27, 2017. |
About THE HOWARD HUGHES CORPORATION (NYSE:HHC)
The Howard Hughes Corporation is a developer of master planned communities and mixed use properties. The Company is engaged in the ownership, management and the redevelopment or repositioning of real estate assets, as well as other real estate opportunities in the form of entitled and unentitled land and other development rights, also called Strategic Developments. It operates through three segments: Master Planned Communities, Operating Assets and Strategic Developments. Its Master Planned Communities segment consists of the development and sale of residential land and the development of commercial land to hold, develop or sell. Its master planned communities include The Woodlands, Summerlin, Maryland, Bridgeland and The Woodlands Hills. As of December 31, 2016, its Operating Assets segment included 54 properties, investments and other assets. As of December 31, 2016, the Strategic Developments segment included 23 development projects. THE HOWARD HUGHES CORPORATION (NYSE:HHC) Recent Trading Information
THE HOWARD HUGHES CORPORATION (NYSE:HHC) closed its last trading session down -0.64 at 123.11 with 93,715 shares trading hands.