Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | May 01, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-41779 | |
Entity Registrant Name | HOWARD HUGHES HOLDINGS INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 93-1869991 | |
Entity Address, Address Line One | 9950 Woodloch Forest Drive | |
Entity Address, Address Line Two | Suite 1100 | |
Entity Address, City or Town | The Woodlands | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77380 | |
City Area Code | (281) | |
Local Phone Number | 719-6100 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Common stock, par value $0.01 per share | |
Trading Symbol | HHH | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding (in shares) | 50,259,345 | |
Entity Central Index Key | 0001981792 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
ASSETS | ||
Master Planned Communities assets | $ 2,481,538 | $ 2,445,673 |
Buildings and equipment | 4,207,900 | 4,177,677 |
Less: accumulated depreciation | (1,071,110) | (1,032,226) |
Land | 303,380 | 303,685 |
Developments | 1,438,924 | 1,272,445 |
Net investment in real estate | 7,360,632 | 7,167,254 |
Investments in unconsolidated ventures | 213,433 | 220,258 |
Cash and cash equivalents | 462,700 | 631,548 |
Restricted cash | 429,130 | 421,509 |
Accounts receivable, net | 111,117 | 115,045 |
Municipal Utility District receivables, net | 584,222 | 550,884 |
Deferred expenses, net | 145,833 | 142,561 |
Operating lease right-of-use assets | 45,649 | 44,897 |
Other assets, net | 283,175 | 283,047 |
Total assets | 9,635,891 | 9,577,003 |
LIABILITIES | ||
Mortgages, notes, and loans payable, net | 5,391,243 | 5,302,620 |
Operating lease obligations | 53,065 | 51,584 |
Deferred tax liabilities, net | 70,697 | 87,835 |
Accounts payable and other liabilities | 1,108,131 | 1,076,040 |
Total liabilities | 6,623,136 | 6,518,079 |
Commitments and Contingencies (see Note 9) | ||
EQUITY | ||
Preferred stock: $0.01 par value; 50,000,000 shares authorized, none issued | 0 | 0 |
Common stock: $0.01 par value; 150,000,000 shares authorized, 56,714,750 issued, and 50,243,739 outstanding as of March 31, 2024, 56,495,791 shares issued, and 50,038,014 outstanding as of December 31, 2023 | 567 | 565 |
Additional paid-in capital | 3,993,152 | 3,988,496 |
Retained earnings (accumulated deficit) | (436,173) | (383,696) |
Accumulated other comprehensive income (loss) | 3,897 | 1,272 |
Treasury stock, at cost, 6,471,011 shares as of March 31, 2024, and 6,457,777 shares as of December 31, 2023 | (614,818) | (613,766) |
Total stockholders' equity | 2,946,625 | 2,992,871 |
Noncontrolling interests | 66,130 | 66,053 |
Total equity | 3,012,755 | 3,058,924 |
Total liabilities and equity | $ 9,635,891 | $ 9,577,003 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, shares issued (in shares) | 56,714,750 | 56,495,791 |
Common stock, shares outstanding (in shares) | 50,243,739 | 50,038,014 |
Treasury stock (in shares) | 6,471,011 | 6,457,777 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
REVENUES | ||
Rental revenue | $ 107,751 | $ 97,864 |
Total revenues | 171,138 | 196,289 |
EXPENSES | ||
Operating costs | 74,289 | 72,387 |
Rental property real estate taxes | 14,695 | 15,419 |
Provision for (recovery of) doubtful accounts | 834 | (2,420) |
General and administrative | 30,902 | 23,553 |
Depreciation and amortization | 52,247 | 52,009 |
Other | 3,818 | 3,571 |
Total expenses | 193,550 | 191,058 |
OTHER | ||
Gain (loss) on sale or disposal of real estate and other assets, net | 4,794 | 4,730 |
Other income (loss), net | 891 | 4,981 |
Total other | 5,685 | 9,711 |
Operating income (loss) | (16,727) | 14,942 |
Interest income | 8,118 | 4,092 |
Interest expense | (41,918) | (38,137) |
Equity in earnings (losses) from unconsolidated ventures | (19,135) | (4,802) |
Income (loss) before income taxes | (69,662) | (23,905) |
Income tax expense (benefit) | (17,195) | (1,278) |
Net income (loss) | (52,467) | (22,627) |
Net (income) loss attributable to noncontrolling interests | (10) | (118) |
Net income (loss) attributable to common stockholders, basic | (52,477) | (22,745) |
Net income (loss) attributable to common stockholders, diluted | $ (52,477) | $ (22,745) |
Basic income (loss) per share (in dollars per share) | $ (1.06) | $ (0.46) |
Diluted income (loss) per share (in dollars per share) | $ (1.06) | $ (0.46) |
Condominium rights and unit sales | ||
REVENUES | ||
Revenues from contracts with customers | $ 23 | $ 6,087 |
EXPENSES | ||
Cost of sales | 3,861 | 4,536 |
Master Planned Communities land sales | ||
REVENUES | ||
Revenues from contracts with customers | 32,415 | 59,361 |
EXPENSES | ||
Cost of sales | 12,904 | 22,003 |
Other land, rental, and property revenues | ||
REVENUES | ||
Revenues from contracts with customers | 18,383 | 18,968 |
Builder price participation | ||
REVENUES | ||
Revenues from contracts with customers | $ 12,566 | $ 14,009 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ (52,467) | $ (22,627) | |
Other comprehensive income (loss): | |||
Interest rate caps and swaps | [1] | 2,625 | (5,330) |
Other comprehensive income (loss) | 2,625 | (5,330) | |
Comprehensive income (loss) | (49,842) | (27,957) | |
Comprehensive (income) loss attributable to noncontrolling interests | (10) | (118) | |
Comprehensive income (loss) attributable to common stockholders | $ (49,852) | $ (28,075) | |
[1] Amounts are shown net of tax expense of $0.8 million for the three months ended March 31, 2024, and tax benefit of $1.6 million for the three months ended March 31, 2023. |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Interest rate swaps, tax expense (benefit) | $ 775 | $ (1,559) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Total Stockholders’ Equity | Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Noncontrolling Interests | |
Balance at the beginning of the period (in shares) at Dec. 31, 2022 | 56,226,273 | ||||||||
Balance at the beginning of the period at Dec. 31, 2022 | $ 3,606,112 | $ 3,540,499 | $ 564 | $ 3,972,561 | $ 168,077 | $ 10,335 | $ (611,038) | $ 65,613 | |
Balance at the beginning of the period (in shares) at Dec. 31, 2022 | (6,424,276) | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net income (loss) | (22,627) | (22,745) | (22,745) | 118 | |||||
Interest rate swaps, net of tax | (5,330) | [1] | (5,330) | (5,330) | |||||
Teravalis noncontrolling interest | 56 | 56 | |||||||
Stock plan activity (in shares) | 201,655 | (7,166) | |||||||
Stock plan activity | 4,334 | 4,334 | $ 2 | 4,953 | $ (621) | ||||
Other | (22) | (22) | |||||||
Balance at the end of the period (in shares) at Mar. 31, 2023 | 56,427,928 | ||||||||
Balance at the end of the period at Mar. 31, 2023 | $ 3,582,523 | 3,516,758 | $ 566 | 3,977,514 | 145,332 | 5,005 | $ (611,659) | 65,765 | |
Balance at the end of the period (in shares) at Mar. 31, 2023 | (6,431,442) | ||||||||
Balance at the beginning of the period (in shares) at Dec. 31, 2023 | 50,038,014 | 56,495,791 | |||||||
Balance at the beginning of the period at Dec. 31, 2023 | $ 3,058,924 | 2,992,871 | $ 565 | 3,988,496 | (383,696) | 1,272 | $ (613,766) | 66,053 | |
Balance at the beginning of the period (in shares) at Dec. 31, 2023 | (6,457,777) | (6,457,777) | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net income (loss) | $ (52,467) | (52,477) | (52,477) | 10 | |||||
Interest rate swaps, net of tax | 2,625 | [1] | 2,625 | 2,625 | |||||
Teravalis noncontrolling interest | 67 | 67 | |||||||
Stock plan activity (in shares) | 218,959 | (13,234) | |||||||
Stock plan activity | $ 3,606 | 3,606 | $ 2 | 4,656 | $ (1,052) | ||||
Balance at the end of the period (in shares) at Mar. 31, 2024 | 50,243,739 | 56,714,750 | |||||||
Balance at the end of the period at Mar. 31, 2024 | $ 3,012,755 | $ 2,946,625 | $ 567 | $ 3,993,152 | $ (436,173) | $ 3,897 | $ (614,818) | $ 66,130 | |
Balance at the end of the period (in shares) at Mar. 31, 2024 | (6,471,011) | (6,471,011) | |||||||
[1] Amounts are shown net of tax expense of $0.8 million for the three months ended March 31, 2024, and tax benefit of $1.6 million for the three months ended March 31, 2023. |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Stockholders' Equity [Abstract] | ||
Interest rate swaps, tax expense (benefit) | $ 775 | $ (1,559) |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (52,467) | $ (22,627) |
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: | ||
Depreciation | 45,827 | 46,941 |
Amortization | 5,518 | 4,148 |
Amortization of deferred financing costs | 3,256 | 2,937 |
Amortization of intangibles other than in-place leases | 819 | 819 |
Straight-line rent amortization | (2,231) | (1,499) |
Deferred income taxes | (17,913) | (1,885) |
Restricted stock and stock option amortization | 4,657 | 4,954 |
Net gain on sale of properties | (4,794) | (4,731) |
Equity in (earnings) losses from unconsolidated ventures, net of distributions and impairment charges | 23,877 | 7,835 |
Provision for doubtful accounts | 1,644 | 471 |
Master Planned Community development expenditures | (77,098) | (89,345) |
Master Planned Community cost of sales | 12,904 | 22,003 |
Condominium development expenditures | (110,095) | (124,515) |
Condominium rights and units cost of sales | 3,861 | 4,300 |
Net Changes: | ||
Accounts receivable, net | (2,632) | (1,836) |
Other assets, net | (4,106) | 18,307 |
Condominium deposits received, net | 49,666 | 63,494 |
Deferred expenses, net | (7,849) | (7,089) |
Accounts payable and other liabilities | (44,083) | (66,952) |
Cash provided by (used in) operating activities | (171,239) | (144,270) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Property and equipment expenditures | (462) | (1,272) |
Operating property improvements | (10,795) | (9,555) |
Property development and redevelopment | (60,921) | (74,584) |
Proceeds from sales of properties, net | 13,175 | 905 |
Reimbursements under tax increment financings and grants | 3,567 | 0 |
Distributions from unconsolidated ventures | 0 | 2,200 |
Investments in unconsolidated ventures, net | (18,200) | (11,790) |
Cash provided by (used in) investing activities | (73,636) | (94,096) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from mortgages, notes, and loans payable | 89,028 | 32,072 |
Principal payments on mortgages, notes, and loans payable | (3,703) | (3,285) |
Special Improvement District bond funds released from (held in) escrow | 249 | 1,364 |
Deferred financing costs and bond issuance costs, net | 3 | (82) |
Taxes paid on stock options exercised and restricted stock vested | (1,996) | (1,524) |
Contributions from Teravalis noncontrolling interest owner | 67 | 56 |
Cash provided by (used in) financing activities | 83,648 | 28,601 |
Net change in cash, cash equivalents, and restricted cash | (161,227) | (209,765) |
Cash, cash equivalents, and restricted cash at beginning of period | 1,053,057 | 1,098,937 |
Cash, cash equivalents, and restricted cash at end of period | 891,830 | 889,172 |
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH | ||
Cash and cash equivalents | 462,700 | 417,746 |
Restricted cash | 429,130 | 471,426 |
Cash, cash equivalents, and restricted cash at end of period | 891,830 | 889,172 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Interest paid, net | 100,158 | 81,242 |
Interest capitalized | 36,315 | 24,964 |
NON-CASH TRANSACTIONS | ||
Accrued property improvements, developments, and redevelopments | (4,954) | 7,115 |
Non-cash consideration from sale of properties | 0 | 5,250 |
Capitalized stock compensation | 1,476 | 860 |
Reassessment of operating lease right-of-use asset, net | 1,454 | 0 |
Reassessment of operating lease obligation | $ 1,952 | $ 0 |
Presentation of Financial State
Presentation of Financial Statements and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Presentation of Financial Statements and Significant Accounting Policies | 1. Presentation of Financial Statements and Significant Accounting Policies Seaport Entertainment On October 5, 2023, Howard Hughes Holdings Inc. (HHH or the Company) announced the intent to form a new division, Seaport Entertainment, that is 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 an interest in and to 80% of the air rights above the Fashion Show Mall in Las Vegas. HHH is establishing Seaport Entertainment with the intention of completing its spinoff as an independent, publicly traded company in 2024, but there can be no assurance regarding the ultimate timing of the spinoff or that the spinoff will ultimately occur. The planned separation of Seaport Entertainment from Howard Hughes will refine the identity of HHH as a pure-play real estate company focused solely on its portfolio of acclaimed master planned communities and allow the new company, Seaport Entertainment, to operate independently as an entertainment-focused enterprise. General These unaudited Condensed Consolidated Financial Statements have been prepared by Howard Hughes Holdings Inc. in accordance with accounting principles generally accepted in the United States of America (GAAP). References to HHH, the Company, we, us, and our refer to Howard Hughes Holdings Inc. and its consolidated subsidiaries, which includes The Howard Hughes Corporation (HHC), unless otherwise specifically stated. References to HHC refer to The Howard Hughes Corporation and its consolidated subsidiaries unless otherwise specifically stated. In accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X as issued by the Securities and Exchange Commission (the SEC), these Condensed Consolidated Financial Statements do not include all of the information and disclosures required by GAAP for complete financial statements. Readers of this quarterly report on Form 10-Q (Quarterly Report) should refer to the Howard Hughes Holdings Inc. audited Consolidated Financial Statements, which are included in its annual report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 27, 2024 (the Annual Report). In the opinion of management, all normal recurring adjustments necessary for a fair presentation of the financial position, results of operations, comprehensive income, cash flows, and equity for the interim periods have been included. The results for the three months ended March 31, 2024, are not necessarily indicative of the results that may be expected for the year ending December 31, 2024, and future fiscal years. Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of Howard Hughes Holdings Inc. and its subsidiaries after elimination of intercompany balances and transactions. The Company also consolidates certain variable interest entities (VIEs) in accordance with Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC) 810 Consolidation . The outside equity interests in certain entities controlled by the Company are reflected in the Condensed Consolidated Financial Statements as noncontrolling interests. Management has evaluated for disclosure or recognition all material events occurring subsequent to the date of the Condensed Consolidated Financial Statements up to the date and time this Quarterly Report was filed. Restricted Cash Restricted cash reflects amounts segregated in escrow accounts in the name of the Company, primarily related to escrowed condominium deposits by buyers and other amounts related to taxes, insurance, and legally restricted security deposits and leasing costs. Accounts Receivable, net Accounts receivable, net includes straight-line rent receivables, tenant receivables, and other receivables. On a quarterly basis, management reviews the lease-related receivables, including straight-line rent receivables and tenant receivables, for collectability. This analysis includes a review of past due accounts and considers factors such as the credit quality of tenants, current economic conditions, and changes in customer payment trends. When full collection of a lease-related receivable or future lease payment is deemed to be not probable, a reserve for the receivable balance is charged against rental revenue and future rental revenue is recognized on a cash basis. The Company also records reserves for estimated losses if the estimated loss amount is probable and can be reasonably estimated. Other receivables are primarily related to short-term trade receivables. The Company is exposed to credit losses through the sale of goods and services to customers and assesses its exposure to credit loss related to these receivables on a quarterly basis based on historical collection experience and future expectations by portfolio. The Company records an allowance for credit losses if the estimated loss amount is probable. The following table represents the components of Accounts receivable, net of amounts considered uncollectible, in the accompanying Condensed Consolidated Balance Sheets: thousands March 31, 2024 December 31, 2023 Straight-line rent receivables $ 89,761 $ 87,669 Tenant receivables 3,770 4,780 Other receivables 17,586 22,596 Accounts receivable, net (a) $ 111,117 $ 115,045 (a) As of March 31, 2024, the total reserve balance for amounts considered uncollectible was $15.7 million, comprised of $14.8 million attributable to lease-related receivables and $0.9 million attributable to the allowance for credit losses related to other accounts receivables. As of December 31, 2023, the total reserve balance was $15.0 million, comprised of $14.8 million attributable to lease-related receivables $0.2 million attributable to the allowance for credit losses related to other accounts receivables. The following table summarizes the impacts of the collectability reserves in the accompanying Condensed Consolidated Statements of Operations: thousands Three Months Ended March 31, Income Statement Location 2024 2023 Rental revenue $ 960 $ 2,893 Provision for (recovery of) doubtful accounts 834 (2,420) Total (income) expense impact $ 1,794 $ 473 Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. The estimates and assumptions include, but are not limited to, the future cash flows used in impairment analysis and fair value used in impairment calculations, allocation of capitalized development costs, provision for income taxes, recoverable amounts of receivables and deferred tax assets, initial valuations of tangible and intangible assets acquired, and the related useful lives of assets upon which depreciation and amortization is based. Estimates and assumptions have also been made with respect to future revenues and costs, and the fair value of warrants, debt, and options granted. In particular, Master Planned Communities ( MPC) cost of sales estimates are highly judgmental as they are sensitive to cost escalation, sales price escalation, and lot absorption, which are subject to judgment and affected by expectations about future market or economic conditions. Actual results could differ from these and other estimates. Consolidated Variable Interest Entity At March 31, 2024, the Company holds an 88.0% interest in Teravalis, our newest large-scale master planned community in the West Valley of Phoenix, Arizona, and a third party holds the remaining 12.0%. Teravalis was determined to be a VIE, and as the Company has the power to direct the activities that most significantly impact its economic performance, the Company is considered the primary beneficiary and consolidates Teravalis. Under the terms of the LLC agreement, cash distributions and the recognition of income-producing activities will be pro rata based on economic ownership interest. As of March 31, 2024, the Company’s Condensed Consolidated Balance Sheets include $541.7 million of Master Planned Community assets, $0.4 million of Accounts Payable and other liabilities, and $65.0 million of Noncontrolling interest related to Teravalis. Noncontrolling Interests As of March 31, 2024, and December 31, 2023, noncontrolling interests related to the 12.0% noncontrolling interest in Teravalis and the noncontrolling interest in the Ward Village Homeowners’ Associations (HOAs). All revenues and expenses related to the HOAs are attributable to noncontrolling interests and do not impact net income attributable to common stockholders. Financing Receivable Credit Losses The Company is exposed to credit losses through the sale of goods and services to the Company’s customers. Receivables held by the Company primarily relate to short-term trade receivables, discussed above, and financing receivables, which include Municipal Utility District (MUD) receivables, Special Improvement District (SID) bonds, Tax Increment Financing (TIF) receivables, net investments in lease receivables, and notes receivable. The Company assesses its exposure to credit loss based on historical collection experience and future expectations by portfolio segment. Historical collection experience is evaluated on a quarterly basis by the Company. The amortized cost basis of financing receivables, consisting primarily of MUD receivables, totaled $663.5 million as of March 31, 2024, and $632.8 million as of December 31, 2023. The MUD receivable balance included accrued interest of $43.0 million as of March 31, 2024, and $35.8 million as of December 31, 2023. There has been no material activity in the allowance for credit losses for financing receivables for the three months ended March 31, 2024 and 2023. Financing receivables are considered to be past due once they are 30 days contractually past due under the terms of the agreement. The Company does not have significant receivables that are past due or on nonaccrual status. There have been no significant write-offs or recoveries of amounts previously written off during the current period for financing receivables. |
Investments in Unconsolidated V
Investments in Unconsolidated Ventures | 3 Months Ended |
Mar. 31, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Unconsolidated Ventures | 2. Investments in Unconsolidated Ventures In the ordinary course of business, the Company enters into partnerships and ventures with an emphasis on investments associated with the development and operation of real estate assets. As of March 31, 2024, the Company does not consolidate the investments below as it does not have a controlling financial interest in these investments. As such, the Company primarily reports its interests in accordance with the equity method. As of March 31, 2024, these ventures had debt totaling $291.1 million, with the Company’s proportionate share of this debt totaling $144.2 million. All of this indebtedness is without recourse to the Company, with the exception of the collateral maintenance obligation for Floreo. See Note 9 - Commitments and Contingencies for additional information related to the Company’s collateral maintenance obligation. Investments in unconsolidated ventures consist of the following: Ownership Interest (a) Carrying Value Share of Earnings/Dividends March 31, December 31, March 31, December 31, Three Months Ended March 31, thousands except percentages 2024 2023 2024 2023 2024 2023 Equity Method Investments Operating Assets: The Metropolitan (b) 50 % 50 % $ — $ — $ 1,078 $ (325) Stewart Title of Montgomery County, TX 50 % 50 % 3,711 3,785 (75) (35) Woodlands Sarofim 20 % 20 % 2,991 2,990 2 13 TEN.m.flats (c) 50 % 50 % — — 1,570 (781) Master Planned Communities: The Summit (d) 50 % 50 % 43,189 59,112 (15,923) 4,630 Floreo (e) 50 % 50 % 57,092 55,880 1,212 (522) Seaport: The Lawn Club (d) 50 % 50 % 3,926 1,266 (453) — Ssäm Bar (d)(e) 50 % 50 % — — — (398) Tin Building by Jean-Georges (d)(e) 65 % 65 % 13,583 11,658 (9,661) (10,208) Jean-Georges Restaurants 25 % 25 % 14,370 14,535 (166) (214) Strategic Developments: HHMK Development 50 % 50 % 10 10 — — KR Holdings 50 % 50 % 491 486 5 — West End Alexandria (d) 58 % 58 % 60,291 56,757 34 5 199,654 206,479 (22,377) (7,835) Other equity investments (f) 13,779 13,779 3,242 3,033 Investments in unconsolidated ventures $ 213,433 $ 220,258 $ (19,135) $ (4,802) (a) Ownership interests presented reflect the Company’s stated ownership interest or if applicable, the Company’s final profit-sharing interest after receipt of any preferred returns based on the venture’s distribution priorities. (b) The Metropolitan was in a deficit position of $10.5 million at March 31, 2024, and $10.9 million at December 31, 2023, and presented in Accounts payable and other liabilities in the Condensed Consolidated Balance Sheets. (c) TEN.m.flats was in a deficit position of $4.0 million at March 31, 2024, and $4.7 million at December 31, 2023, and presented in Accounts payable and other liabilities in the Condensed Consolidated Balance Sheets. (d) For these equity method investments, various provisions in the venture operating agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses, and preferred returns may result in the Company’s economic interest differing from its stated interest or final profit-sharing interest. For these investments, the Company recognizes income or loss based on the venture’s distribution priorities, which could fluctuate over time and may be different from its stated ownership or final profit-sharing interest. (e) Classified as a VIE; however, the Company is not the primary beneficiary and accounts for its investment in accordance with the equity method. Refer to discussion below for additional information. (f) Other equity investments represent investments not accounted for under the equity method. The Company elected the measurement alternative as these investments do not have readily determinable fair values. There were no impairments, or upward or downward adjustments to the carrying amounts of these securities either during current year or cumulatively. As of March 31, 2024, Other equity investments primarily includes $10.0 million of warrants, which represents cash paid by the Company for the option to acquire additional ownership interest in Jean-Georges Restaurants. Refer to discussion below for additional detail. The Lawn Club In 2021, the Company formed HHC Lawn Games, LLC with The Lawn Club NYC, LLC (Endorphin Ventures), to construct and operate an immersive indoor and outdoor restaurant that includes an extensive area of indoor grass, a stylish clubhouse bar, and a wide variety of lawn games. This concept opened in the fourth quarter of 2023. Under the terms of the initial agreement, the Company funded 80% of the cost to construct the restaurant, and Endorphin Ventures contributed the remaining 20%. In October 2023, the members executed an amended LLC agreement, in which the Company will fund 90% of any remaining capital requirements, and Endorphin Ventures will contribute the remaining 10%. The Company will recognize its share of income or loss based on the joint venture distribution priorities, as amended, which could fluctuate over time. Upon return of each member’s contributed capital and a preferred return to HHH, distributions and recognition of income or loss will be allocated to the Company based on its final profit-sharing interest. The Company also entered into a lease agreement with HHC Lawn Games, LLC to lease 20,000 square feet of the Fulton Market Building for this venture. Ssäm Bar In 2016, the Company formed Pier 17 Restaurant C101, LLC (Ssäm Bar) with MomoPier, LLC (Momofuku) to construct and operate a restaurant and bar at Pier 17 in the Seaport, which opened in 2019. The Company recognized its share of income or loss based on the joint venture’s distribution priorities, which could fluctuate over time. During the third quarter of 2023, the Ssäm Bar restaurant closed, and the Company and Momofuku are in the process of dissolving the venture. Tin Building by Jean-Georges In 2015, the Company, together with VS-Fulton Seafood Market, LLC (Fulton Partner), formed Fulton Seafood Market, LLC (Tin Building by Jean-Georges) to operate a 53,783 square-foot culinary marketplace in the historic Tin Building. The Fulton Partner is a wholly owned subsidiary of Jean-Georges Restaurants. The Company purchased a 25% interest in Jean-George Restaurants in March 2022 as discussed below. The Company owns 100% of the Tin Building and leased 100% of the space to the Tin Building by Jean-Georges joint venture. Throughout this report, references to the Tin Building relate to the Company’s 100% owned landlord operations and references to the Tin Building by Jean-Georges refer to the managed business in which the Company has an equity ownership interest. The Company, as landlord, funded 100% of the development and construction of the Tin Building. Under the terms of the Tin Building by Jean-Georges LLC agreement, the Company contributes the cash necessary to fund pre-opening, opening, and operating costs of the Tin Building by Jean-Georges. The Fulton Partner is not required to make any capital contributions. The Tin Building was completed and placed in service during the third quarter of 2022 and the Tin Building by Jean-Georges culinary marketplace began operations in the third quarter of 2022. Based on capital contribution and distribution provisions for the Tin Building by Jean-Georges, the Company currently receives substantially all of the economic interest in the venture. Upon return of the Company’s contributed capital and a preferred return, distributions and recognition of income or loss will be allocated to the Company based on its final profit-sharing interest. As of March 31, 2024, the Tin Building by Jean-Georges is classified as a VIE because the equity holders, as a group, lack the characteristics of a controlling financial interest. The Company further concluded that it is not the primary beneficiary of the VIE as it does not have the power to direct the restaurant-related activities that most significantly impact its economic performance. As the Company is unable to quantify the amount of additional capital contributions that may be funded in the future associated with this investment, the Company’s maximum exposure to loss as of March 31, 2024, is equal to the $13.6 million carrying value of the investment as of that date. The Company funded capital contributions of $11.6 million for the three months ended March 31, 2024, and $48.1 million for the year ended December 31, 2023. Jean-Georges Restaurants In March 2022, the Company acquired a 25% interest in JG Restaurant HoldCo LLC (Jean-Georges Restaurants) for $45.0 million from JG TopCo LLC (Jean-Georges). Jean-Georges Restaurants currently has over 40 hospitality offerings and a pipeline of new concepts. The Company accounts for its ownership interest in accordance with the equity method. Under the terms of the agreement, all cash distributions and the recognition of income-producing activities will be pro rata based on stated ownership interest. Concurrent with the Company’s acquisition of the 25% interest in Jean-Georges Restaurants, the Company entered into a warrant agreement with Jean-Georges. The Company paid $10.0 million for the option to acquire up to an additional 20% interest in Jean-Georges Restaurants at a fixed exercise price per share subject to certain anti-dilution provisions. Should the warrant agreement be exercised by the Company, the $10.0 million will be credited against the aggregate exercise price of the warrants. Per the agreement, the $10.0 million is to be used for working capital of Jean-Georges Restaurants. The warrant became exercisable on March 2, 2022, subject to automatic exercise in the event of dissolution or liquidation, and will expire on March 2, 2026. As of March 31, 2024, this warrant had not been exercised. The Company elected the measurement alternative for this purchase option as the equity security does not have a readily determinable fair value. As such, the investment is measured at cost, less any identified impairment charges. Creative Culinary Management Company, LLC (CCMC), a wholly owned subsidiary of Jean-Georges Restaurants, provides management services for certain retail and food and beverage businesses that the Company owns, either wholly or through partnerships with third parties. The Company’s businesses managed by CCMC include the Tin Building by Jean-Georges, The Fulton, and Malibu Farm. Additionally, in October 2023, the Lawn Club venture executed a management agreement with CCMC. Pursuant to the various management agreements, CCMC is responsible for employment and supervision of all employees providing services for the food and beverage operations and restaurant as well as the day-to-day operations and accounting for the food and beverage operations. The Summit In 2015, the Company formed DLV/HHPI Summerlin, LLC (The Summit) with Discovery Land Company (Discovery) to develop a custom home community in Summerlin. Phase I The Company contributed land with a carrying value of $13.4 million and transferred SID bonds related to such land with a carrying value of $1.3 million to The Summit at the agreed upon capital contribution value of $125.4 million, or $226,000 per acre, and has no further capital obligations. Discovery is required to fund up to a maximum of $30.0 million of cash as their capital contribution, of which $3.8 million has been contributed. The Company has received its preferred return distributions and recognizes its share of income or loss for Phase I based on its final profit-sharing interest. Phase II In July 2022, the Company contributed an additional 54 acres to The Summit (Phase II land) with a fair value of $21.5 million. The Company recognized an incremental equity method investment at fair value and recognized a gain of $13.5 million recorded in Equity in earnings (losses) from unconsolidated ventures. This gain is the result of marking the cost basis of the land contributed to its estimated fair value at the time of contribution. The Phase II land is adjacent to the existing Summit development and includes approximately 28 custom home sites. The first lot sales closed in the first quarter of 2023. The Company will receive distributions and recognize its share of income or loss for Phase II based on the joint venture’s distribution priorities in the amended Summit LLC agreement, which could fluctuate over time. Upon receipt of the Company’s preferred returns, distributions and recognition of income or loss will be allocated to the Company based on its final profit-sharing interest. Floreo In the fourth quarter of 2021, simultaneous with the Teravalis land acquisition, the Company closed on the acquisition of a 50% interest in Trillium Development Holding Company, LLC (Floreo) for $59.0 million and entered into a Limited Liability Company Agreement (LLC Agreement) with JDM Partners and El Dorado Holdings to develop Floreo, the first village within the new Teravalis MPC, on 3,029 acres of land in the greater Phoenix, Arizona area. The first land sales closed in the first quarter of 2024. In October 2022, Floreo closed on a $165.0 million financing, with outstanding borrowings of $96.1 million as of March 31, 2024. The Company provided a guarantee on this financing in the form of a collateral maintenance obligation and received a guarantee fee of $5.0 million. The financing and related guarantee provided by the Company triggered a reconsideration event and as of December 31, 2022, Floreo was classified as a VIE. Due to rights held by other members, the Company does not have a controlling financial interest in Floreo and is not the primary beneficiary. As of March 31, 2024, the Company’s maximum exposure to loss on this investment is limited to the $57.1 million aggregate carrying value as the Company has not made any other firm commitments to fund amounts on behalf of this VIE, and cash collateral that the Company may be obligated to post related to its collateral maintenance obligation. See Note 9 - Commitments and Contingencies for additional information related to the Company’s collateral maintenance obligation. West End Alexandria In the fourth quarter of 2021, the Company entered into an Asset Contribution Agreement with Landmark Land Holdings, LLC (West End Alexandria) to redevelop a 52-acre site previously known as Landmark Mall. Other equity owners include Foulger-Pratt Development, LLC (Foulger-Pratt) and Seritage SRC Finance (Seritage). The Company conveyed its 33-acre Landmark Mall property with an agreed upon fair value of $56.0 million and Seritage conveyed an additional 19 acres of land with an agreed upon fair value of $30.0 million to West End Alexandria in exchange for equity interest. Additionally, Foulger-Pratt agreed to contribute $10.0 million to West End Alexandria. Also in the fourth quarter of 2021, West End Alexandria executed a Purchase and Sale Agreement with the City of Alexandria to sell approximately 11 acres to the City of Alexandria. The City will lease this land to Inova Health Care Services for construction of a new hospital. Development plans for the remaining 41-acre property include approximately four million square feet of residential, retail, commercial, and entertainment offerings integrated into a cohesive neighborhood with a central plaza, a network of parks and public transportation. Foulger-Pratt will manage construction of the development. Demolition began in the second quarter of 2022 and was completed in 2023, with completion of infrastructure work expected in 2025. The Company does not have the ability to control the activities that most impact the economic performance of the venture as Foulger-Pratt is the managing member and manages all development activities. As such, the Company accounts for its ownership interest in accordance with the equity method. |
Acquisitions and Dispositions
Acquisitions and Dispositions | 3 Months Ended |
Mar. 31, 2024 | |
Acquisitions And Dispositions [Abstract] | |
Acquisitions and Dispositions | 3. Acquisitions and Dispositions Acquisitions In May 2023, the Company acquired the Grogan’s Mill Village Center and related anchor site, a retail property in The Woodlands, Texas consisting of approximately 8.7 acres for $5.9 million in an asset acquisition. The property is being held in the Strategic Developments segment. Dispositions Gains and losses on asset dispositions are recorded to Gain (loss) on sale or disposal of real estate and other assets, net in the Condensed Consolidated Statements of Operations, unless otherwise noted. Operating Assets In February 2024, the Company completed the sale of Creekside Park Medical Plaza, a 32,689 square-foot medical office building in The Woodlands, Texas, for $14.0 million, resulting in a gain of $4.8 million. In December 2023, the Company completed the sale of Memorial Hermann Medical Office, a 20,000 square-foot medical office building in The Woodlands, Texas, for $9.6 million, resulting in a gain of $3.2 million. In July 2023, the Company completed the sale of two self-storage facilities with a total of 1,370 storage units in The Woodlands, Texas, for $30.5 million, resulting in a gain of $16.1 million. In March 2023, the Company completed the sale of two land parcels in Honolulu, Hawai‘i, including an 11,929-square-foot building at the Ward Village Retail property, for total consideration of $6.3 million, resulting in a gain of $4.7 million. |
Impairment
Impairment | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Impairment | 4. Impairment The Company reviews its long-lived assets for potential impairment indicators when events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment or disposal of long‑lived assets in accordance with ASC 360 requires that if impairment indicators exist and expected undiscounted cash flows generated by the asset over an anticipated holding period are less than its carrying amount, an impairment provision should be recorded to write down the carrying amount of the asset to its fair value. The impairment analysis does not consider the timing of future cash flows and whether the asset is expected to earn an above- or below-market rate of return. No impairment charges were recorded during the three months ended March 31, 2024 and 2023. The Company periodically evaluates strategic alternatives with respect to each property and may revise the strategy from time to time, including the intent to hold the asset on a long-term basis or the timing of potential asset dispositions. For example, the Company may decide to sell property that is held for use, and the sale price may be less than the carrying amount. As a result, changes in strategy could result in impairment charges in future periods. The Company evaluates each investment in an unconsolidated venture discussed in Note 2 - Investments in Unconsolidated Ventures periodically for recoverability and valuation declines that are other-than-temporary. If the decrease in value of an investment is deemed to be other-than-temporary, the investment is reduced to its estimated fair value. No impairment charges were recorded during the three months ended March 31, 2024 and 2023. |
Other Assets and Liabilities
Other Assets and Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
OTHER ASSETS AND LIABILITIES [Abstract] | |
Other Assets and Liabilities | 5. Other Assets and Liabilities Other Assets, Net The following table summarizes the significant components of Other assets, net: thousands March 31, 2024 December 31, 2023 Security, escrow, and other deposits $ 83,708 $ 81,891 Special Improvement District receivable, net 75,447 74,899 In-place leases, net 34,447 35,490 Intangibles, net 21,076 21,894 Other 20,271 19,248 Interest rate derivative assets 14,856 10,318 Prepaid expenses 13,789 16,984 Tenant incentives and other receivables, net 11,301 10,840 TIF receivable, net 3,807 6,371 Net investment in lease receivable 2,823 2,883 Notes receivable, net 1,088 1,558 Condominium inventory 562 671 Other assets, net $ 283,175 $ 283,047 Accounts Payable and Other Liabilities The following table summarizes the significant components of Accounts payable and other liabilities: thousands March 31, 2024 December 31, 2023 Condominium deposit liabilities $ 528,536 $ 478,870 Construction payables 297,086 257,227 Deferred income 112,608 118,432 Tenant and other deposits 45,165 29,976 Accounts payable and accrued expenses 35,930 49,363 Accrued interest 30,305 54,301 Accrued real estate taxes 23,477 30,096 Other 19,533 24,461 Accrued payroll and other employee liabilities 15,491 33,314 Accounts payable and other liabilities $ 1,108,131 $ 1,076,040 |
Mortgages, Notes and Loans Paya
Mortgages, Notes and Loans Payable, Net | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Mortgages, Notes and Loans Payable, Net | 6. Mortgages, Notes, and Loans Payable, Net Mortgages, Notes, and Loans Payable, Net All mortgages, notes, and loans payable of HHH are held by HHC and its subsidiaries. thousands March 31, 2024 December 31, 2023 Fixed-rate debt Senior unsecured notes $ 2,050,000 $ 2,050,000 Secured mortgages payable 1,482,958 1,485,494 Special Improvement District bonds 64,928 65,627 Variable-rate debt (a) Secured Bridgeland Notes 475,000 475,000 Secured mortgages payable 1,365,049 1,276,489 Unamortized deferred financing costs (b) (46,692) (49,990) Mortgages, notes, and loans payable, net $ 5,391,243 $ 5,302,620 (a) The Company has entered into derivative instruments to manage the variable interest rate exposure. See Note 8 - Derivative Instruments and Hedging Activities for additional information. (b) Deferred financing costs are amortized to interest expense over the initial contractual term of the respective financing agreements using the effective interest method (or other methods which approximate the effective interest method). As of March 31, 2024, land, buildings and equipment, developments, and other collateral with a net book value of $4.9 billion have been pledged as collateral for the Company’s mortgages, notes, and loans payable. Senior Unsecured Notes During 2020 and 2021, the Company issued $2.1 billion of aggregate principal of senior unsecured notes. These notes have fixed rates of interest that are payable semi-annually and are interest only until maturity. These debt obligations are redeemable prior to the maturity date subject to a “make-whole” premium which decreases annually until 2026 at which time the redemption make-whole premium is no longer applicable. The following table summarizes the Company’s senior unsecured notes by issuance date: $ in thousands Principal Maturity Date Interest Rate August 2020 $ 750,000 August 2028 5.375% February 2021 650,000 February 2029 4.125% February 2021 650,000 February 2031 4.375% Senior unsecured notes $ 2,050,000 Secured Mortgages Payable The Company’s outstanding mortgages are collateralized by certain of the Company’s real estate assets. Certain of the Company’s loans contain provisions that grant the lender a security interest in the operating cash flow of the property that represents the collateral for the loan. Certain mortgage notes may be prepaid subject to a prepayment penalty equal to a yield maintenance premium, defeasance, or a percentage of the loan balance. Construction loans related to the Company’s development properties are generally variable-rate, interest-only, and have maturities of five years or less. Debt obligations related to the Company’s operating properties generally require monthly installments of principal and interest. The following table summarizes the Company’s Secured mortgages payable: March 31, 2024 December 31, 2023 $ in thousands Principal Range of Interest Rates Weighted-average Interest Rate Weighted-average Years to Maturity Principal Range of Interest Rates Weighted-average Interest Rate Weighted-average Years to Maturity Fixed rate (a) $ 1,482,958 3.13% - 8.67% 4.46 % 7.0 $ 1,485,494 3.13% - 8.67% 4.46 % 7.2 Variable rate (b) 1,365,049 7.07% - 10.41% 8.75 % 1.9 1,276,489 7.08% - 10.48% 8.73 % 2.2 Secured mortgages payable $ 2,848,007 3.13% - 10.41% 6.52 % 4.5 $ 2,761,983 3.13% - 10.48% 6.44 % 4.9 (a) Interest rates presented are based upon the coupon rates of the Company’s fixed-rate debt obligations. (b) Interest rates presented are based on the applicable reference interest rates as of March 31, 2024, and December 31, 2023, excluding the effects of interest rate derivatives. The Company has entered into derivative instruments to manage its variable interest rate exposure. The weighted-average interest rate of the Company’s variable-rate mortgages payable, inclusive of interest rate derivatives, was 8.04% as of March 31, 2024, and 7.98% as of December 31, 2023. See Note 8 - Derivative Instruments and Hedging Activities for additional information. The Company’s secured mortgages mature over various terms through September 2052. On certain of its debt obligations, the Company has the option to exercise extension options, subject to certain terms, which may include minimum debt service coverage, minimum occupancy levels or condominium sales levels, as applicable, and other performance criteria. In certain cases, due to property performance not meeting identified covenants, the Company may be required to pay down a portion of the loan to exercise the extension option. During 2024, the Company’s mortgage activity included draws on existing mortgages of $89.0 million and repayments of $3.7 million. As of March 31, 2024, the Company’s secured mortgage loans had $1.0 billion of undrawn lender commitment available to be drawn for property development, subject to certain restrictions. Special Improvement District Bonds The Summerlin MPC uses SID bonds to finance certain common infrastructure improvements. These bonds are issued by the municipalities and are secured by the assessments on the land. The majority of proceeds from each bond issued is held in a construction escrow and disbursed to the Company as infrastructure projects are completed, inspected by the municipalities, and approved for reimbursement. Accordingly, the SID bonds have been classified as debt, and the Summerlin MPC pays the debt service on the bonds semi‑annually. As Summerlin sells land, the buyers assume a proportionate share of the bond obligation at closing, and the residential sales contracts provide for the reimbursement of the principal amounts that the Company previously paid with respect to such proportionate share of the bond. These bonds bear interest at fixed rates ranging from 4.13% to 7.00% with maturities ranging from 2025 to 2053 as of March 31, 2024. During the three months ended March 31, 2024, no obligations were assumed by buyers and no SID bonds were issued. Secured Bridgeland Notes In September 2021, the Company closed on a $275.0 million financing with maturity in 2026. This financing is secured by MUD receivables and land in Bridgeland. The loan required a $27.5 million fully refundable deposit and has an interest rate of 7.62%. In December 2022, the borrowing capacity of this obligation was expanded from $275.0 million to $475.0 million. An additional $67.0 million was drawn in the second quarter of 2023 and $133.0 million was drawn in the third quarter of 2023, bringing outstanding borrowings to $475.0 million as of March 31, 2024. Debt Compliance |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 7. Fair Value ASC 820, Fair Value Measurement , emphasizes that fair value is a market-based measurement that should be determined using assumptions market participants would use in pricing an asset or liability. The standard establishes a hierarchical disclosure framework that prioritizes and ranks the level of market price observability used in measuring assets or liabilities at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the asset or liability. Assets or liabilities with readily available active quoted prices, or for which fair value can be measured from actively quoted prices, generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. The following table presents the fair value measurement hierarchy levels required under ASC 820 for the Company’s assets that are measured at fair value on a recurring basis. The Company does not have any liabilities that are measured at a fair value on a recurring basis for the periods presented. March 31, 2024 December 31, 2023 Fair Value Measurements Using Fair Value Measurements Using thousands Total Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs Total Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Interest rate derivative assets $ 14,856 $ — $ 14,856 $ — $ 10,318 $ — $ 10,318 $ — The fair values of interest rate derivatives are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of future interest rates derived from observable market interest rate curves. The estimated fair values of the Company’s financial instruments that are not measured at fair value on a recurring basis are as follows: March 31, 2024 December 31, 2023 thousands Fair Value Hierarchy Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Assets: Cash and Restricted cash Level 1 $ 891,830 $ 891,830 $ 1,053,057 $ 1,053,057 Accounts receivable, net (a) Level 3 111,117 111,117 115,045 115,045 Notes receivable, net (b) Level 3 1,088 1,088 1,558 1,558 Liabilities: Fixed-rate debt (c) Level 2 3,597,886 3,264,288 3,601,121 3,294,431 Variable-rate debt (c) Level 2 1,840,049 1,840,049 1,751,489 1,751,489 (a) Accounts receivable, net is shown net of an allowance of $15.7 million at March 31, 2024, and $15.0 million at December 31, 2023. Refer to Note 1 - Presentation of Financial Statements and Significant Accounting Policies for additional information on the allowance. (b) Notes receivable, net is shown net of an immaterial allowance at March 31, 2024, and December 31, 2023. (c) Excludes related unamortized financing costs. The carrying amounts of Cash and Restricted cash, Accounts receivable, net, and Notes receivable, net approximate fair value because of the short‑term maturity of these instruments. The fair value of the Company’s Senior Notes, included in fixed-rate debt in the table above, is based upon the trade price closest to the end of the period presented. The fair value of other fixed-rate debt in the table above was estimated based on a discounted future cash payment model, which includes risk premiums and risk-free rates derived from the Secured Overnight Financing Rate (SOFR) or U.S. Treasury obligation interest rates as of March 31, 2024. Refer to Note 6 - Mortgages, Notes, and Loans Payable, Net for additional information. The discount rates reflect the Company’s judgment as to what the approximate current lending rates for loans or groups of loans with similar maturities and credit quality would be if credit markets were operating efficiently and assuming that the debt is outstanding through maturity. The carrying amounts for the Company’s variable-rate debt approximate fair value given that the interest rates are variable and adjust with current market rates for instruments with similar risks and maturities. The below table includes a non-financial asset that was measured at fair value on a non-recurring basis resulting in the property being impaired: Fair Value Measurements Using thousands Total Fair Value Measurement (a) Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs 2023 Seaport Net investment in real estate $ 321,180 $ — $ — $ 321,180 Seaport Investments in unconsolidated ventures 40,225 — — 40,225 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | 8. Derivative Instruments and Hedging Activities The Company is exposed to interest rate risk related to its variable interest rate debt, and it manages this risk by utilizing interest rate derivatives. The Company uses interest rate swaps, collars, and caps to add stability to interest costs by reducing the Company’s exposure to interest rate movements. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company’s fixed‑rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate collars designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above an established ceiling rate and payment of variable amounts to a counterparty if interest rates fall below an established floor rate, in exchange for an upfront premium. No payments or receipts are exchanged on interest rate collar contracts unless interest rates rise above or fall below the established ceiling and floor rates. Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an upfront premium. Certain of the Company’s interest rate caps are not currently designated as hedges, and therefore, any gains or losses are recognized in current-period earnings within Interest expense on the Condensed Consolidated Statements of Operations. These derivatives are recorded on a gross basis at fair value on the balance sheet. Assessments of hedge effectiveness are performed quarterly using regression analysis. The change in the fair value of derivatives designated and qualifying as cash flow hedges is recorded in Accumulated other comprehensive income (loss) (AOCI) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings within the same income statement line item being hedged. Derivatives accounted for as cash flow hedges are classified in the same category in the Condensed Consolidated Statements of Cash Flows as the items being hedged. Gains and losses from derivative financial instruments are reported in Cash provided by (used in) operating activities within the Condensed Consolidated Statements of Cash Flows. The Company is exposed to credit risk in the event of non-performance by its derivative counterparties. To mitigate its credit risk, the Company reviews the creditworthiness of counterparties and enters into agreements with those that are considered credit-worthy, such as large financial institutions with favorable credit ratings. There were no derivative counterparty defaults as of March 31, 2024, or as of December 31, 2023. If the derivative contracts are terminated prior to their maturity, the amounts previously recorded in AOCI are recognized in earnings over the period that the hedged transaction impacts earnings. The Company recorded an immaterial reduction in interest expense in 2023 and 2024 related to the amortization of terminated swaps. Amounts reported in AOCI related to derivatives will be reclassified to Interest expense as interest payments are made on the Company’s variable‑rate debt. Over the next 12 months, the Company estimates that $4.3 million of net gain will be reclassified to Interest expense including amounts related to the amortization of terminated swaps. The following table summarizes certain terms of the Company’s derivative contracts. The Company reports derivative assets in Other assets, net and derivative liabilities in Accounts payable and other liabilities. Fair Value Asset (Liability) thousands Notional Amount Fixed Interest Rate (a) Effective Date Maturity Date March 31, 2024 December 31, 2023 Derivative instruments not designated as hedging instruments: (b) Interest rate cap 75,000 2.50 % 10/12/2021 9/29/2025 $ 2,404 $ 2,274 Interest rate cap 59,500 2.50 % 10/12/2021 9/29/2025 1,907 1,804 Interest rate collar 55,615 2.00% - 4.50% 6/1/2023 6/1/2025 770 417 Interest rate collar 63,031 2.00% - 4.50% 6/1/2023 6/1/2025 903 440 Derivative instruments designated as hedging instruments: Interest rate swap (c) 175,000 3.69 % 1/3/2023 1/1/2027 2,500 117 Interest rate cap 127,000 5.50 % 11/10/2022 11/7/2024 14 28 Interest rate cap 73,900 5.00 % 12/22/2022 12/21/2025 242 223 Interest rate swap 40,800 1.68 % 3/1/2022 2/18/2027 2,878 2,496 Interest rate swap 34,744 4.89 % 11/1/2019 1/1/2032 3,238 2,519 Total fair value derivative assets $ 14,856 $ 10,318 (a) These rates represent the swap rate and cap strike rate on the Company’s interest rate swaps, caps, and collars. (b) Interest income related to these contracts was $2.2 million for the three months ended March 31, 2024, and $4.2 million for the three months ended March 31, 2023. (c) In the first quarter of 2024, the Company terminated a portion of this swap, reducing the notional amount from $200.0 million to $175.0 million. The tables below present the effect of the Company’s derivative financial instruments on the Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023: Amount of Gain (Loss) Recognized in AOCI on Derivatives Derivatives in Cash Flow Hedging Relationships Three Months Ended March 31, thousands 2024 2023 Interest rate derivatives $ 3,830 $ (2,651) Location of Gain (Loss) Reclassified from AOCI into Statements of Operations Amount of Gain (Loss) Reclassified from AOCI into Three Months Ended March 31, thousands 2024 2023 Interest expense $ 1,205 $ 2,679 Credit-risk-related Contingent Features The Company has agreements at the property level with certain derivative counterparties that contain a provision where if the Company defaults on the related property level indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its related derivative obligations. The Company also has agreements at the property level with certain derivative counterparties that contain a provision where the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on the indebtedness. None of the Company’s derivatives which contain credit-risk-related features were in a net liability position as of March 31, 2024. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Litigation In the normal course of business, from time to time, the Company is involved in legal proceedings relating to the ownership and operations of its properties. In management’s opinion, the liabilities, if any, that may ultimately result from normal course of business legal actions are not expected to have a material effect on the Company’s consolidated financial position, results of operations, or liquidity. Columbia The Company is currently developing certain property it owns in the Lakefront neighborhood of Downtown Columbia, which is subject to certain recorded documents, covenants, and restrictions (Covenants). Under the Covenants, HHH is the master developer of the Lakefront neighborhood. In 2017, IMH Columbia, LLC (IMH) purchased the site of a former Sheraton Hotel (Hotel Lot) subject to the Covenants. IMH has made demands that HHH accede to IMH’s development plans for the Hotel Lot and HHH has exercised its right under the Covenants to object to IMH’s plans for the Hotel Lot. IMH filed a complaint seeking (1) a declaration that the Covenants’ limitations on changes in use and onsite parking were consented to by HHH, or are otherwise obsolete and unenforceable, (2) damages reimbursing the costs and expenses IMH claims to have incurred in reliance on HHH's alleged consent to IMH’s proposed development, (3) damages related to the expectation of lost profits, which IMH alleged were caused by HHH breaching the Covenants by prohibiting IMH from proceeding with their proposed development, and (4) declarations finding that HHH had breached the shared parking related Covenants relating to HHH’s own property. The jury trial concluded in April 2024, and the jury found partially in favor of IMH and awarded damages of $17.0 million. HHH plans to file a notice of appeal and motion to reduce the damage award. The Company will continue to vigorously defend the matter as it believes that these claims are without merit and that it has substantial legal and factual defenses to the claims and allegations contained in the complaint. Timarron Park On June 14, 2018, the Company was served with a petition involving approximately 500 individuals or entities who claim that their properties, located in the Timarron Park neighborhood of The Woodlands, were damaged by flood waters that resulted from the unprecedented rainfall that occurred throughout Harris County and surrounding areas during Hurricane Harvey in August 2017. The complaint was filed in State Court in Harris County of the State of Texas. In general, the plaintiffs allege negligence in the development of Timarron Park and violations of Texas’ Deceptive Trade Practices Act and name as defendants The Howard Hughes Corporation, The Woodlands Land Development Company, and two unaffiliated parties involved in the planning and engineering of Timarron Park. The plaintiffs are seeking restitution for damages to their property and diminution of their property values. On August 9, 2022, the Court granted the Company’s summary judgment motions and dismissed the plaintiffs’ claims. On September 8, 2022, the plaintiffs filed a motion for a new trial. On October 21, 2022, the Court denied the motion for a new trial. On November 7, 2022, the Plaintiffs filed their notice of appeal. The Company will continue to vigorously defend the matter as it believes that these claims are without merit and that it has substantial legal and factual defenses to the claims and allegations contained in the complaint. Based upon the present status of this matter, the Company does not believe it is probable that a loss will be incurred. Accordingly, the Company has not recorded a charge as a result of this action. Waiea The Company entered into a settlement agreement with the Waiea homeowners association related to certain construction defects at the condominium tower. Pursuant to the settlement agreement, the Company will pay for the repair of the defects. The Company believes that the general contractor is ultimately responsible for the defects and as such the Company should be entitled to recover all the repair costs from the general contractor, other responsible parties, and insurance proceeds; however, the Company can provide no assurances that all or any portion of the costs will be recovered. Total estimated cost related to the remediation is $158.4 million, inclusive of $3.0 million of additional costs recognized in the first quarter of 2024. The sixth and final amendment of resolution of disputes and release agreement was executed during the first quarter of 2024, thereby releasing the Company from any further claims or demands from the Waiea homeowners association arising from or relating to the construction or repair of the condominium project. As of March 31, 2024, $2.6 million remains in Construction payables for the estimated repair costs related to this matter, which is included in Accounts payable and other liabilities in the accompanying Condensed Consolidated Balance Sheets. 250 Water Street In 2021, the Company received the necessary approvals for its 250 Water Street development project, which includes a mixed-use development with affordable and market-rate apartments, community-oriented spaces, and office space. In May 2021, the Company received approval from the New York City Landmarks Preservation Commission (LPC) on its proposed design for the 250 Water Street site. The Company received final approvals in December 2021 through the New York City Uniform Land Use Review Procedure known as ULURP, which allowed the necessary transfer of development rights to the parking lot site. The Company began initial foundation and voluntary site remediation work in the second quarter of 2022 and completed remediation work in December 2023. The Company has prevailed in various lawsuits filed in 2021 and 2022 challenging the development approvals in order to prevent construction of this project. In September 2021, the New York State Supreme Court dismissed on procedural grounds a lawsuit challenging the LPC approval. In February 2022, an additional lawsuit was filed in New York State Supreme Court by opponents of the project challenging the land use approvals for 250 Water Street previously granted to the Company under the ULURP, and in August 2022 the Court ruled in the Company’s favor, denying all claims of the petitioners. The same petitioners subsequently filed a request to reargue and renew the case, which the Court rejected in January 2023. A separate lawsuit was filed in July 2022 again challenging the Landmarks Preservation Commission approval. In January 2023, a Court ruled in favor of the petitioners vacating the Certificate of Appropriateness (COA) issued by the LPC. The Company immediately appealed this decision to the New York State Supreme Court’s Appellate Division and on June 6, 2023, an Appellate Division panel of five judges unanimously reversed the lower Court’s decision, reinstating the COA. Subsequently, on June 29, 2023, petitioners filed a motion requesting reargument or, in the alternative, permission to appeal the decision of the Appellate Division to the New York State Court of Appeals. On August 31, 2023, the Appellate denied petitioners’ motion in full. Subsequently, petitioners filed a motion in the Court of Appeals for permission to appeal to that court. The decision on the motion by the Court of Appeals is pending. Although it is not possible to predict with certainty the outcome of petitioners’ motion, such requests are rarely granted and there is no further judicial recourse after the Court of Appeals. If the pending motion for permission to appeal were to be granted by the Court of Appeals, the Company believes the Appellate Division’s ruling will be upheld based on the substantial legal and factual arguments supporting its decision. The lawsuit is not seeking monetary damages as the petitioners are seeking to enjoin the Company from moving forward with the development of 250 Water Street. Because the Company believes that a potential loss is not probable or estimable, it has not recorded any reserves or contingencies related to this legal matter. Letters of Credit and Surety Bonds As of March 31, 2024, the Company had outstanding letters of credit totaling $3.9 million and surety bonds totaling $461.6 million. As of December 31, 2023, the Company had outstanding letters of credit totaling $3.9 million and surety bonds totaling $470.4 million. These letters of credit and surety bonds were issued primarily in connection with insurance requirements, special real estate assessments, and construction obligations. Operating Leases The Company leases land or buildings at certain properties from third parties, which are recorded in Operating lease right-of-use assets and Operating lease obligations on the Condensed Consolidated Balance Sheets. See Note 14 - Leases for further discussion. Contractual rental expense, including participation rent, was $1.8 million for the three months ended March 31, 2024, compared to $1.3 million for the three months ended March 31, 2023. The amortization of above and below‑market ground leases and straight‑line rents included in the contractual rent amount was not significant. Guarantee Agreements The Company evaluates the likelihood of future performance under the below guarantees and, as of March 31, 2024, and December 31, 2023, there were no events requiring financial performance under these guarantees. Floreo In October 2022, Floreo, the Company’s 50%-owned joint venture in Teravalis, closed on a $165 million bond financing. Outstanding borrowings as of March 31, 2024, were $96.1 million. A wholly owned subsidiary of the Company (HHC Member) provided a guarantee for the bond in the form of a collateral maintenance commitment under which it will post refundable cash collateral if the Loan-to-Value (LTV) ratio exceeds 50%. A separate wholly owned subsidiary of the Company also provided a backstop guarantee of up to $50 million of the cash collateral commitment in the event HHC Member fails to make necessary payments when due. The cash collateral becomes nonrefundable if Floreo defaults on the bond obligation. The Company received a fee of $5.0 million in exchange for providing this guarantee, which was recognized in Accounts payable and other liabilities on the Condensed Consolidated Balance Sheets as of March 31, 2024, and December 31, 2023. This liability amount will be recognized in Other income (loss), net in a manner that corresponds to the bond repayment by Floreo. The Company’s maximum exposure under this guarantee is equal to the cash collateral that the Company may be obligated to post. As of March 31, 2024, the Company has not posted any cash collateral. Given the existence of other collateral including the undeveloped land owned by Floreo, the entity’s extensive and discretionary development plan, and its eligibility for reimbursement of a significant part of the development costs from the Community Facility District in Arizona, the Company does not expect to have to post collateral. Downtown Columbia The Company’s wholly owned subsidiaries agreed to complete defined public improvements and to indemnify Howard County, Maryland, for certain matters as part of the Downtown Columbia Redevelopment District TIF bonds. To the extent that increases in taxes do not cover debt service payments on the TIF bonds, the Company’s wholly owned subsidiary is obligated to pay special taxes. Management has concluded that, as of March 31, 2024, any obligations to pay special taxes are not probable. Ward Village As part of the Company’s development permits with the Hawai‘i Community Development Authority for the condominium towers at Ward Village, the Company entered into a guarantee whereby it is required to reserve 20% of the residential units for local residents who meet certain maximum income and net worth requirements. This guarantee, which is triggered once the necessary permits are granted and construction commences, was satisfied for Waiea, Anaha, and Ae`o, with the opening of Ke Kilohana, which is a workforce tower fully earmarked to fulfill this obligation for the first four towers. The reserved units for ‘A‘ali‘i tower are included in the ‘A‘ali‘i tower. Units for Kō'ula, Victoria Place, and The Park Ward Village will be satisfied with the construction of Ulana Ward Village, which is a second workforce tower fully earmarked to fulfill the remaining reserved housing guarantee in the community. Ulana Ward Village began construction in early 2023. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes Three Months Ended March 31, thousands except percentages 2024 2023 Income tax expense (benefit) $ (17,195) $ (1,278) Income (loss) before income taxes (69,662) (23,905) Effective tax rate 24.7 % 5.3 % The Company’s tax provision for interim periods is determined using an estimate of its annual current and deferred effective tax rates, adjusted for discrete items. The Company’s effective tax rate is typically impacted by non-deductible executive compensation and other permanent differences as well as state income taxes, which cause the Company’s effective tax rate to deviate from the federal statutory rate. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity Note [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | 11. Accumulated Other Comprehensive Income (Loss) The following tables summarize changes in AOCI, all of which are presented net of tax: thousands Balance at December 31, 2023 $ 1,272 Derivative instruments: Other comprehensive income (loss) before reclassifications 3,830 (Gain) loss reclassified to net income (1,205) Net current-period other comprehensive Income (loss) 2,625 Balance at March 31, 2024 $ 3,897 Balance at December 31, 2022 $ 10,335 Derivative instruments: Other comprehensive income (loss) before reclassifications (2,651) (Gain) loss reclassified to net income (2,679) Net current-period other comprehensive income (loss) (5,330) Balance at March 31, 2023 $ 5,005 The following table summarizes the amounts reclassified out of AOCI: Accumulated Other Comprehensive Amounts reclassified from Accumulated other comprehensive income (loss) Three Months Ended March 31, Affected line items in the thousands 2024 2023 (Gains) losses on cash flow hedges $ (1,561) $ (3,462) Interest expense Income tax expense (benefit) 356 783 Income tax expense (benefit) Total reclassifications of (income) loss, net of tax $ (1,205) $ (2,679) |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 12. Earnings Per Share Basic earnings (loss) per share (EPS) is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding. Diluted EPS is computed after adjusting the numerator and denominator of the basic EPS computation for the effects of all potentially dilutive common shares. The dilutive effect of options and non-vested stock issued under stock-based compensation plans is computed using the treasury stock method. The dilutive effect of the warrants, which expired without being exercised in 2023, were computed using the if-converted method. Information related to the Company’s EPS calculations is summarized as follows: Three Months Ended March 31, thousands except per share amounts 2024 2023 Net income (loss) Net income (loss) $ (52,467) $ (22,627) Net (income) loss attributable to noncontrolling interests (10) (118) Net income (loss) attributable to common stockholders $ (52,477) $ (22,745) Shares Weighted-average common shares outstanding - basic 49,663 49,455 Weighted-average common shares outstanding - diluted 49,663 49,455 Net income (loss) per common share Basic income (loss) per share $ (1.06) $ (0.46) Diluted income (loss) per share $ (1.06) $ (0.46) Anti-dilutive shares excluded from diluted EPS Restricted stock and stock options 688 790 Warrants — 2,053 Common Stock Repurchases In October 2021, the Company’s board of directors (Board) authorized a share repurchase program, pursuant to which the Company was authorized to purchase up to $250.0 million of its common stock through open-market transactions. The Company repurchased $96.6 million in 2021 and $153.4 million in 2022, thereby completing all authorized purchases under the October 2021 program. |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | 13. Revenues Revenues from contracts with customers (excluding lease-related revenues) are recognized when control of the promised goods or services is transferred to the Company’s customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Revenue and cost of sales for condominium units sold are not recognized until the construction is complete, the sale closes, and the title to the property has transferred to the buyer (point in time). Additionally, certain real estate selling costs, such as the costs related to the Company’s condominium model units, are either expensed immediately or capitalized as property and equipment and depreciated over their estimated useful life. The following presents the Company’s revenues disaggregated by revenue source: Three Months Ended March 31, thousands 2024 2023 Revenues from contracts with customers Recognized at a point in time: Condominium rights and unit sales $ 23 $ 6,087 Master Planned Communities land sales 32,415 59,361 Builder price participation 12,566 14,009 Total 45,004 79,457 Recognized at a point in time or over time: Other land, rental, and property revenues 18,383 18,968 Rental and lease-related revenues Rental revenue 107,751 97,864 Total revenues $ 171,138 $ 196,289 Revenues by segment Operating Assets revenues $ 110,152 $ 100,925 Master Planned Communities revenues 48,875 77,013 Seaport revenues 11,502 11,897 Strategic Developments revenues 593 6,440 Corporate revenues 16 14 Total revenues $ 171,138 $ 196,289 Contract Assets and Liabilities Contract assets are the Company’s right to consideration in exchange for goods or services that have been transferred to a customer, excluding any amounts presented as a receivable. Contract liabilities are the Company’s obligation to transfer goods or services to a customer for which the Company has received consideration. There were no contract assets for the periods presented. The contract liabilities primarily relate to escrowed condominium deposits, MPC land sales deposits, and deferred MPC land sales related to unsatisfied land improvements. The beginning and ending balances of contract liabilities and significant activity during the periods presented are as follows: thousands Contract Liabilities Balance at December 31, 2023 $ 579,328 Consideration earned during the period (16,762) Consideration received during the period 74,674 Balance at March 31, 2024 $ 637,240 Balance at December 31, 2022 $ 457,831 Consideration earned during the period (16,919) Consideration received during the period 78,366 Balance at March 31, 2023 $ 519,278 Remaining Unsatisfied Performance Obligations The Company’s remaining unsatisfied performance obligations represent a measure of the total dollar value of work to be performed on contracts executed and in progress. These performance obligations primarily relate to the completion of condominium construction and transfer of control to a buyer, as well as the completion of contracted MPC land sales and related land improvements. These obligations are associated with contracts that generally are non-cancelable by the customer after 30 days for all Ward Village condominiums and after 6 days for The Ritz-Carlton Residences; however, purchasers of condominium units have the right to cancel the contract should the Company elect not to construct the condominium unit within a certain period of time or materially change the design of the condominium unit. The aggregate amount of the transaction price allocated to the Company’s remaining unsatisfied performance obligations as of March 31, 2024, is $3.5 billion. The Company expects to recognize this amount as revenue over the following periods: thousands Less than 1 year 1-2 years 3 years and thereafter Total remaining unsatisfied performance obligations $ 1,060,125 $ 1,087,244 $ 1,316,260 The Company’s remaining performance obligations are adjusted to reflect any known project cancellations, revisions to project scope and cost, and deferrals, as appropriate. These amounts exclude estimated amounts of variable consideration which are constrained, such as builder price participation. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Leases | 14. Leases The Company has lease agreements with lease and non-lease components and has elected to aggregate these components into a single component for all classes of underlying assets. Certain of the Company’s lease agreements include non-lease components such as fixed common area maintenance charges. Lessee Arrangements The Company determines whether an arrangement is a lease at inception. Operating leases are included in Operating lease right-of-use assets and Operating lease obligations on the Consolidated Balance Sheets. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of future minimum lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an estimate of the incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. The Operating lease right-of-use asset also includes any lease payments made, less any lease incentives and initial direct costs incurred. The Company does not have any finance leases. The Company’s lessee agreements consist of operating leases primarily for ground leases and other real estate. The Company’s leases have remaining lease terms of approximately 2 years to approximately 50 years, excluding extension options. The Company considers its strategic plan and the life of associated agreements in determining when options to extend or terminate lease terms are reasonably certain of being exercised. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. Certain of the Company’s lease agreements include variable lease payments based on a percentage of income generated through subleases, changes in price indices and market rates, and other costs arising from operating, maintenance, and taxes. The Company’s lease agreements do not contain residual value guarantees or restrictive covenants. The Company leases certain buildings and office space constructed on its ground leases to third parties. The Company’s operating leases primarily relate to the Seaport ground leases. The Company’s leased assets and liabilities are as follows: thousands March 31, 2024 December 31, 2023 Operating lease right-of-use assets $ 45,649 $ 44,897 Operating lease obligations 53,065 51,584 The components of lease cost are as follows: Three Months Ended March 31, thousands 2024 2023 Operating lease cost $ 1,729 $ 1,708 Variable lease cost 663 392 Total lease cost $ 2,392 $ 2,100 Future minimum lease payments as of March 31, 2024, are as follows: thousands Operating Leases Remainder of 2024 $ 3,575 2025 5,117 2026 4,093 2027 3,360 2028 3,424 Thereafter 240,646 Total lease payments 260,215 Less: imputed interest (207,150) Present value of lease liabilities $ 53,065 Other information related to the Company’s lessee agreements is as follows: Supplemental Condensed Consolidated Statements of Cash Flows Information Three Months Ended March 31, thousands 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows on operating leases $ 1,482 $ 1,097 Other Information March 31, 2024 March 31, 2023 Weighted-average remaining lease term (years) Operating leases 42.8 43.9 Weighted-average discount rate Operating leases 7.7 % 7.8 % Lessor Arrangements The Company receives rental income from the leasing of retail, office, multi-family, and other space under operating leases, as well as certain variable tenant recoveries. Operating leases for retail, office, and other properties are with a variety of tenants and have a remaining average term of approximately five years. Lease terms generally vary among tenants and may include early termination options, extension options, and fixed rental rate increases or rental rate increases based on an index. Multi-family leases generally have a term of 12 months or less. Minimum rent revenues related to operating leases are as follows: Three Months Ended March 31, thousands 2024 2023 Total minimum rent payments $ 61,756 $ 57,797 Total future minimum rents associated with operating leases are as follows as of March 31, 2024: thousands Total Minimum Rent Remainder of 2024 $ 191,134 2025 247,340 2026 233,614 2027 222,423 2028 200,565 Thereafter 848,934 Total $ 1,944,010 Minimum rent revenues are recognized on a straight‑line basis over the terms of the related leases when collectability is reasonably assured and the tenant has taken possession of, or controls, the physical use of the leased asset. Percentage rent in lieu of fixed minimum rent is recognized as sales are reported from tenants. Minimum rent revenues reported on the Condensed Consolidated Statements of Operations also include amortization related to above and below‑market tenant leases on acquired properties. |
Segments
Segments | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segments | 15. Segments The Company has four business segments that offer different products and services. HHH’s four segments are managed separately because each requires different operating strategies or management expertise and are reflective of management’s operating philosophies and methods. Because the Company’s four segments, Operating Assets, MPC, Seaport, and Strategic Developments, are managed separately, the Company uses different operating measures to assess operating results and allocate resources among them. The one common operating measure used to assess operating results for the Company’s business segments is earnings before tax (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. The Company presents EBT for each segment because the Company uses this measure, among others, internally to assess the core operating performance of the Company’s assets. The Company’s segments or assets within such segments could change in the future as development of certain properties commences or other operational or management changes occur. All operations are within the United States. The Company’s reportable segments are as follows: – Operating Assets – consists of developed or acquired retail, office, and multi-family properties along with other real estate investments. These properties are currently generating revenues and may be redeveloped, repositioned, or sold to improve segment performance or to recycle capital. – MPC – consists of the development and sale of land in large‑scale, long‑term community development projects in and around Las Vegas, Nevada; Houston, Texas; and Phoenix, Arizona. – Seaport – consists of approximately 472,000 square feet of restaurant, retail, and entertainment properties situated in three primary locations in New York City: Pier 17, Historic Area/Uplands, and Tin Building as well as the 250 Water Street development, and equity interest in Jean-Georges Restaurants. – Strategic Developments – consists of residential condominium and commercial property projects currently under development and all other properties held for development which have no substantial operations. Segment operating results are as follows: thousands Operating Assets Segment MPC Segment Seaport Segment Strategic Developments Segment Total Three Months Ended March 31, 2024 Total revenues $ 110,152 $ 48,875 $ 11,502 $ 593 $ 171,122 Total operating expenses (51,395) (25,049) (21,485) (8,654) (106,583) Segment operating income (loss) 58,757 23,826 (9,983) (8,061) 64,539 Depreciation and amortization (44,156) (110) (5,757) (1,419) (51,442) Interest income (expense), net (33,476) 15,246 (2,012) 4,024 (16,218) Other income (loss), net 408 — — 3 411 Equity in earnings (losses) from unconsolidated ventures 5,817 (14,711) (10,280) 39 (19,135) Gain (loss) on sale or disposal of real estate and other assets, net 4,794 — — — 4,794 Segment EBT $ (7,856) $ 24,251 $ (28,032) $ (5,414) $ (17,051) Corporate income, expenses, and other items (35,416) Net income (loss) (52,467) Net (income) loss attributable to noncontrolling interests (10) Net income (loss) attributable to common stockholders $ (52,477) Three Months Ended March 31, 2023 Total revenues $ 100,925 $ 77,013 $ 11,897 $ 6,440 $ 196,275 Total operating expenses (47,599) (34,351) (18,916) (11,059) (111,925) Segment operating income (loss) 53,326 42,662 (7,019) (4,619) 84,350 Depreciation and amortization (39,632) (107) (10,527) (943) (51,209) Interest income (expense), net (28,911) 15,812 1,186 2,063 (9,850) Other income (loss), net 2,282 (103) 1 94 2,274 Equity in earnings (losses) from unconsolidated ventures 1,905 4,108 (10,820) 5 (4,802) Gain (loss) on sale or disposal of real estate and other assets, net 4,730 — — — 4,730 Segment EBT $ (6,300) $ 62,372 $ (27,179) $ (3,400) $ 25,493 Corporate income, expenses, and other items (48,120) Net income (loss) (22,627) Net (income) loss attributable to noncontrolling interests (118) Net income (loss) attributable to common stockholders $ (22,745) The assets by segment and the reconciliation of total segment assets to Total assets in the Condensed Consolidated Balance Sheets are summarized as follows: thousands March 31, 2024 December 31, 2023 Operating Assets $ 3,561,321 $ 3,577,694 Master Planned Communities 3,435,883 3,358,821 Seaport 486,713 485,898 Strategic Developments 1,840,743 1,638,955 Total segment assets 9,324,660 9,061,368 Corporate 311,231 515,635 Total assets $ 9,635,891 $ 9,577,003 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Name | William A. Ackman |
Title | Chairman of our Board of Directors |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Termination Date | January 4, 2024 |
William A. Ackman [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | William A. Ackman, Chairman of our Board of Directors, is the Chief Executive Officer of Pershing Square Capital Management, L.P., a Delaware limited partnership (Pershing Square) and the managing member of PS Management GP, LLC (“PS Management” and, together with Mr. Ackman and Pershing Square, the “Pershing Reporting Persons”). Pershing Square serves as the investment adviser to certain affiliated funds, including Pershing Square, L.P., a Delaware limited partnership (PS), Pershing Square International, Ltd., a Cayman Islands exempted company (PS International), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey (“PSH” and together with PS and PS International, the “Pershing Square Funds”). The Pershing Square Funds previously entered into a Rule 10b5-1 Purchase Plan (the Pershing 10b5-1 Plan) to purchase additional shares of Common Stock to bring the Reporting Persons’ beneficial ownership to approximately 39% of the outstanding Common Stock of the Company, which would be under the 40% threshold for which they have a waiver under Section 203 of the Delaware General Corporation Law from our Board of Directors. On January 4, 2024, the Pershing Square Funds terminated the Pershing 10b5-1 Plan by notice to its broker. |
Rule 10b5-1 Arrangement Terminated | true |
Presentation of Financial Sta_2
Presentation of Financial Statements and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of Howard Hughes Holdings Inc. and its subsidiaries after elimination of intercompany balances and transactions. The Company also consolidates certain variable interest entities (VIEs) in accordance with Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC) 810 Consolidation . The outside equity interests in certain entities controlled by the Company are reflected in the Condensed Consolidated Financial Statements as noncontrolling interests. |
Restricted Cash | Restricted Cash |
Accounts Receivable, net | Accounts Receivable, net Accounts receivable, net includes straight-line rent receivables, tenant receivables, and other receivables. On a quarterly basis, management reviews the lease-related receivables, including straight-line rent receivables and tenant receivables, for collectability. This analysis includes a review of past due accounts and considers factors such as the credit quality of tenants, current economic conditions, and changes in customer payment trends. When full collection of a lease-related receivable or future lease payment is deemed to be not probable, a reserve for the receivable balance is charged against rental revenue and future rental revenue is recognized on a cash basis. The Company also records reserves for estimated losses if the estimated loss amount is probable and can be reasonably estimated. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. The estimates and assumptions include, but are not limited to, the future cash flows used in impairment analysis and fair value used in impairment calculations, allocation of capitalized development costs, provision for income taxes, recoverable amounts of receivables and deferred tax assets, initial valuations of tangible and intangible assets acquired, and the related useful lives of assets upon which depreciation and amortization is based. Estimates and assumptions have also been made with respect to future revenues and costs, and the fair value of warrants, debt, and options granted. In particular, Master Planned Communities ( MPC) cost of sales estimates are highly judgmental as they are sensitive to cost escalation, sales price escalation, and lot absorption, which are subject to judgment and affected by expectations about future market or economic conditions. Actual results could differ from these and other estimates. |
Noncontrolling Interests | Noncontrolling Interests As of March 31, 2024, and December 31, 2023, noncontrolling interests related to the 12.0% noncontrolling interest in Teravalis and the noncontrolling interest in the Ward Village Homeowners’ Associations (HOAs). All revenues and expenses related to the HOAs are attributable to noncontrolling interests and do not impact net income attributable to common stockholders. |
Financing Receivable Credit Losses | Financing Receivable Credit Losses The Company is exposed to credit losses through the sale of goods and services to the Company’s customers. Receivables held by the Company primarily relate to short-term trade receivables, discussed above, and financing receivables, which include Municipal Utility District (MUD) receivables, Special Improvement District (SID) bonds, Tax Increment Financing (TIF) receivables, net investments in lease receivables, and notes receivable. The Company assesses its exposure to credit loss based on historical collection experience and future expectations by portfolio segment. Historical collection experience is evaluated on a quarterly basis by the Company. The amortized cost basis of financing receivables, consisting primarily of MUD receivables, totaled $663.5 million as of March 31, 2024, and $632.8 million as of December 31, 2023. The MUD receivable balance included accrued interest of $43.0 million as of March 31, 2024, and $35.8 million as of December 31, 2023. There has been no material activity in the allowance for credit losses for financing receivables for the three months ended March 31, 2024 and 2023. Financing receivables are considered to be past due once they are 30 days contractually past due under the terms of the agreement. The Company does not have significant receivables that are past due or on nonaccrual status. There have been no significant write-offs or recoveries of amounts previously written off during the current period for financing receivables. |
Presentation of Financial Sta_3
Presentation of Financial Statements and Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of accounts receivable, net | The following table represents the components of Accounts receivable, net of amounts considered uncollectible, in the accompanying Condensed Consolidated Balance Sheets: thousands March 31, 2024 December 31, 2023 Straight-line rent receivables $ 89,761 $ 87,669 Tenant receivables 3,770 4,780 Other receivables 17,586 22,596 Accounts receivable, net (a) $ 111,117 $ 115,045 (a) As of March 31, 2024, the total reserve balance for amounts considered uncollectible was $15.7 million, comprised of $14.8 million attributable to lease-related receivables and $0.9 million attributable to the allowance for credit losses related to other accounts receivables. As of December 31, 2023, the total reserve balance was $15.0 million, comprised of $14.8 million attributable to lease-related receivables $0.2 million attributable to the allowance for credit losses related to other accounts receivables. |
Summary of impacts of the ASC 842 and ASC 450 reserves in the accompanying condensed consolidated statement of operations | The following table summarizes the impacts of the collectability reserves in the accompanying Condensed Consolidated Statements of Operations: thousands Three Months Ended March 31, Income Statement Location 2024 2023 Rental revenue $ 960 $ 2,893 Provision for (recovery of) doubtful accounts 834 (2,420) Total (income) expense impact $ 1,794 $ 473 |
Investments in Unconsolidated_2
Investments in Unconsolidated Ventures (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summary of equity of investments in real estate and other affiliates | Investments in unconsolidated ventures consist of the following: Ownership Interest (a) Carrying Value Share of Earnings/Dividends March 31, December 31, March 31, December 31, Three Months Ended March 31, thousands except percentages 2024 2023 2024 2023 2024 2023 Equity Method Investments Operating Assets: The Metropolitan (b) 50 % 50 % $ — $ — $ 1,078 $ (325) Stewart Title of Montgomery County, TX 50 % 50 % 3,711 3,785 (75) (35) Woodlands Sarofim 20 % 20 % 2,991 2,990 2 13 TEN.m.flats (c) 50 % 50 % — — 1,570 (781) Master Planned Communities: The Summit (d) 50 % 50 % 43,189 59,112 (15,923) 4,630 Floreo (e) 50 % 50 % 57,092 55,880 1,212 (522) Seaport: The Lawn Club (d) 50 % 50 % 3,926 1,266 (453) — Ssäm Bar (d)(e) 50 % 50 % — — — (398) Tin Building by Jean-Georges (d)(e) 65 % 65 % 13,583 11,658 (9,661) (10,208) Jean-Georges Restaurants 25 % 25 % 14,370 14,535 (166) (214) Strategic Developments: HHMK Development 50 % 50 % 10 10 — — KR Holdings 50 % 50 % 491 486 5 — West End Alexandria (d) 58 % 58 % 60,291 56,757 34 5 199,654 206,479 (22,377) (7,835) Other equity investments (f) 13,779 13,779 3,242 3,033 Investments in unconsolidated ventures $ 213,433 $ 220,258 $ (19,135) $ (4,802) (a) Ownership interests presented reflect the Company’s stated ownership interest or if applicable, the Company’s final profit-sharing interest after receipt of any preferred returns based on the venture’s distribution priorities. (b) The Metropolitan was in a deficit position of $10.5 million at March 31, 2024, and $10.9 million at December 31, 2023, and presented in Accounts payable and other liabilities in the Condensed Consolidated Balance Sheets. (c) TEN.m.flats was in a deficit position of $4.0 million at March 31, 2024, and $4.7 million at December 31, 2023, and presented in Accounts payable and other liabilities in the Condensed Consolidated Balance Sheets. (d) For these equity method investments, various provisions in the venture operating agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses, and preferred returns may result in the Company’s economic interest differing from its stated interest or final profit-sharing interest. For these investments, the Company recognizes income or loss based on the venture’s distribution priorities, which could fluctuate over time and may be different from its stated ownership or final profit-sharing interest. (e) Classified as a VIE; however, the Company is not the primary beneficiary and accounts for its investment in accordance with the equity method. Refer to discussion below for additional information. (f) Other equity investments represent investments not accounted for under the equity method. The Company elected the measurement alternative as these investments do not have readily determinable fair values. There were no impairments, or upward or downward adjustments to the carrying amounts of these securities either during current year or cumulatively. As of March 31, 2024, Other equity investments primarily includes $10.0 million of warrants, which represents cash paid by the Company for the option to acquire additional ownership interest in Jean-Georges Restaurants. Refer to discussion below for additional detail. |
Other Assets and Liabilities (T
Other Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
OTHER ASSETS AND LIABILITIES [Abstract] | |
Summary of the significant components of other assets | The following table summarizes the significant components of Other assets, net: thousands March 31, 2024 December 31, 2023 Security, escrow, and other deposits $ 83,708 $ 81,891 Special Improvement District receivable, net 75,447 74,899 In-place leases, net 34,447 35,490 Intangibles, net 21,076 21,894 Other 20,271 19,248 Interest rate derivative assets 14,856 10,318 Prepaid expenses 13,789 16,984 Tenant incentives and other receivables, net 11,301 10,840 TIF receivable, net 3,807 6,371 Net investment in lease receivable 2,823 2,883 Notes receivable, net 1,088 1,558 Condominium inventory 562 671 Other assets, net $ 283,175 $ 283,047 |
Summary of the significant components of accounts payable and other liabilities | The following table summarizes the significant components of Accounts payable and other liabilities: thousands March 31, 2024 December 31, 2023 Condominium deposit liabilities $ 528,536 $ 478,870 Construction payables 297,086 257,227 Deferred income 112,608 118,432 Tenant and other deposits 45,165 29,976 Accounts payable and accrued expenses 35,930 49,363 Accrued interest 30,305 54,301 Accrued real estate taxes 23,477 30,096 Other 19,533 24,461 Accrued payroll and other employee liabilities 15,491 33,314 Accounts payable and other liabilities $ 1,108,131 $ 1,076,040 |
Mortgages, Notes and Loans Pa_2
Mortgages, Notes and Loans Payable, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Summary and activity for mortgages, notes and loans payable | All mortgages, notes, and loans payable of HHH are held by HHC and its subsidiaries. thousands March 31, 2024 December 31, 2023 Fixed-rate debt Senior unsecured notes $ 2,050,000 $ 2,050,000 Secured mortgages payable 1,482,958 1,485,494 Special Improvement District bonds 64,928 65,627 Variable-rate debt (a) Secured Bridgeland Notes 475,000 475,000 Secured mortgages payable 1,365,049 1,276,489 Unamortized deferred financing costs (b) (46,692) (49,990) Mortgages, notes, and loans payable, net $ 5,391,243 $ 5,302,620 (a) The Company has entered into derivative instruments to manage the variable interest rate exposure. See Note 8 - Derivative Instruments and Hedging Activities for additional information. (b) Deferred financing costs are amortized to interest expense over the initial contractual term of the respective financing agreements using the effective interest method (or other methods which approximate the effective interest method). |
Schedule of senior unsecured note | The following table summarizes the Company’s senior unsecured notes by issuance date: $ in thousands Principal Maturity Date Interest Rate August 2020 $ 750,000 August 2028 5.375% February 2021 650,000 February 2029 4.125% February 2021 650,000 February 2031 4.375% Senior unsecured notes $ 2,050,000 |
Schedule of secured mortgages payable | The following table summarizes the Company’s Secured mortgages payable: March 31, 2024 December 31, 2023 $ in thousands Principal Range of Interest Rates Weighted-average Interest Rate Weighted-average Years to Maturity Principal Range of Interest Rates Weighted-average Interest Rate Weighted-average Years to Maturity Fixed rate (a) $ 1,482,958 3.13% - 8.67% 4.46 % 7.0 $ 1,485,494 3.13% - 8.67% 4.46 % 7.2 Variable rate (b) 1,365,049 7.07% - 10.41% 8.75 % 1.9 1,276,489 7.08% - 10.48% 8.73 % 2.2 Secured mortgages payable $ 2,848,007 3.13% - 10.41% 6.52 % 4.5 $ 2,761,983 3.13% - 10.48% 6.44 % 4.9 (a) Interest rates presented are based upon the coupon rates of the Company’s fixed-rate debt obligations. (b) Interest rates presented are based on the applicable reference interest rates as of March 31, 2024, and December 31, 2023, excluding the effects of interest rate derivatives. |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Summary of assets measured at fair value on a recurring basis | The following table presents the fair value measurement hierarchy levels required under ASC 820 for the Company’s assets that are measured at fair value on a recurring basis. The Company does not have any liabilities that are measured at a fair value on a recurring basis for the periods presented. March 31, 2024 December 31, 2023 Fair Value Measurements Using Fair Value Measurements Using thousands Total Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs Total Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Interest rate derivative assets $ 14,856 $ — $ 14,856 $ — $ 10,318 $ — $ 10,318 $ — |
Summary of assets and liabilities not measured at fair value on a recurring basis | The estimated fair values of the Company’s financial instruments that are not measured at fair value on a recurring basis are as follows: March 31, 2024 December 31, 2023 thousands Fair Value Hierarchy Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Assets: Cash and Restricted cash Level 1 $ 891,830 $ 891,830 $ 1,053,057 $ 1,053,057 Accounts receivable, net (a) Level 3 111,117 111,117 115,045 115,045 Notes receivable, net (b) Level 3 1,088 1,088 1,558 1,558 Liabilities: Fixed-rate debt (c) Level 2 3,597,886 3,264,288 3,601,121 3,294,431 Variable-rate debt (c) Level 2 1,840,049 1,840,049 1,751,489 1,751,489 (a) Accounts receivable, net is shown net of an allowance of $15.7 million at March 31, 2024, and $15.0 million at December 31, 2023. Refer to Note 1 - Presentation of Financial Statements and Significant Accounting Policies for additional information on the allowance. (b) Notes receivable, net is shown net of an immaterial allowance at March 31, 2024, and December 31, 2023. (c) Excludes related unamortized financing costs. |
Summary of non-financial asset measured at fair value on a non-recurring basis | The below table includes a non-financial asset that was measured at fair value on a non-recurring basis resulting in the property being impaired: Fair Value Measurements Using thousands Total Fair Value Measurement (a) Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs 2023 Seaport Net investment in real estate $ 321,180 $ — $ — $ 321,180 Seaport Investments in unconsolidated ventures 40,225 — — 40,225 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of the notional and fair value of derivative financial instruments | The following table summarizes certain terms of the Company’s derivative contracts. The Company reports derivative assets in Other assets, net and derivative liabilities in Accounts payable and other liabilities. Fair Value Asset (Liability) thousands Notional Amount Fixed Interest Rate (a) Effective Date Maturity Date March 31, 2024 December 31, 2023 Derivative instruments not designated as hedging instruments: (b) Interest rate cap 75,000 2.50 % 10/12/2021 9/29/2025 $ 2,404 $ 2,274 Interest rate cap 59,500 2.50 % 10/12/2021 9/29/2025 1,907 1,804 Interest rate collar 55,615 2.00% - 4.50% 6/1/2023 6/1/2025 770 417 Interest rate collar 63,031 2.00% - 4.50% 6/1/2023 6/1/2025 903 440 Derivative instruments designated as hedging instruments: Interest rate swap (c) 175,000 3.69 % 1/3/2023 1/1/2027 2,500 117 Interest rate cap 127,000 5.50 % 11/10/2022 11/7/2024 14 28 Interest rate cap 73,900 5.00 % 12/22/2022 12/21/2025 242 223 Interest rate swap 40,800 1.68 % 3/1/2022 2/18/2027 2,878 2,496 Interest rate swap 34,744 4.89 % 11/1/2019 1/1/2032 3,238 2,519 Total fair value derivative assets $ 14,856 $ 10,318 (a) These rates represent the swap rate and cap strike rate on the Company’s interest rate swaps, caps, and collars. (b) Interest income related to these contracts was $2.2 million for the three months ended March 31, 2024, and $4.2 million for the three months ended March 31, 2023. (c) In the first quarter of 2024, the Company terminated a portion of this swap, reducing the notional amount from $200.0 million to $175.0 million. |
Summary of effect of derivative financial instruments on the condensed consolidated statements of operations | The tables below present the effect of the Company’s derivative financial instruments on the Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023: Amount of Gain (Loss) Recognized in AOCI on Derivatives Derivatives in Cash Flow Hedging Relationships Three Months Ended March 31, thousands 2024 2023 Interest rate derivatives $ 3,830 $ (2,651) Location of Gain (Loss) Reclassified from AOCI into Statements of Operations Amount of Gain (Loss) Reclassified from AOCI into Three Months Ended March 31, thousands 2024 2023 Interest expense $ 1,205 $ 2,679 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Summary of effective income tax rate reconciliation | Three Months Ended March 31, thousands except percentages 2024 2023 Income tax expense (benefit) $ (17,195) $ (1,278) Income (loss) before income taxes (69,662) (23,905) Effective tax rate 24.7 % 5.3 % |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity Note [Abstract] | |
Summary of AOCI | The following tables summarize changes in AOCI, all of which are presented net of tax: thousands Balance at December 31, 2023 $ 1,272 Derivative instruments: Other comprehensive income (loss) before reclassifications 3,830 (Gain) loss reclassified to net income (1,205) Net current-period other comprehensive Income (loss) 2,625 Balance at March 31, 2024 $ 3,897 Balance at December 31, 2022 $ 10,335 Derivative instruments: Other comprehensive income (loss) before reclassifications (2,651) (Gain) loss reclassified to net income (2,679) Net current-period other comprehensive income (loss) (5,330) Balance at March 31, 2023 $ 5,005 |
Summary of the amounts reclassified out of AOCI | The following table summarizes the amounts reclassified out of AOCI: Accumulated Other Comprehensive Amounts reclassified from Accumulated other comprehensive income (loss) Three Months Ended March 31, Affected line items in the thousands 2024 2023 (Gains) losses on cash flow hedges $ (1,561) $ (3,462) Interest expense Income tax expense (benefit) 356 783 Income tax expense (benefit) Total reclassifications of (income) loss, net of tax $ (1,205) $ (2,679) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Summary of EPS calculations | Information related to the Company’s EPS calculations is summarized as follows: Three Months Ended March 31, thousands except per share amounts 2024 2023 Net income (loss) Net income (loss) $ (52,467) $ (22,627) Net (income) loss attributable to noncontrolling interests (10) (118) Net income (loss) attributable to common stockholders $ (52,477) $ (22,745) Shares Weighted-average common shares outstanding - basic 49,663 49,455 Weighted-average common shares outstanding - diluted 49,663 49,455 Net income (loss) per common share Basic income (loss) per share $ (1.06) $ (0.46) Diluted income (loss) per share $ (1.06) $ (0.46) Anti-dilutive shares excluded from diluted EPS Restricted stock and stock options 688 790 Warrants — 2,053 |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Summary of revenue disaggregated by revenue source | The following presents the Company’s revenues disaggregated by revenue source: Three Months Ended March 31, thousands 2024 2023 Revenues from contracts with customers Recognized at a point in time: Condominium rights and unit sales $ 23 $ 6,087 Master Planned Communities land sales 32,415 59,361 Builder price participation 12,566 14,009 Total 45,004 79,457 Recognized at a point in time or over time: Other land, rental, and property revenues 18,383 18,968 Rental and lease-related revenues Rental revenue 107,751 97,864 Total revenues $ 171,138 $ 196,289 Revenues by segment Operating Assets revenues $ 110,152 $ 100,925 Master Planned Communities revenues 48,875 77,013 Seaport revenues 11,502 11,897 Strategic Developments revenues 593 6,440 Corporate revenues 16 14 Total revenues $ 171,138 $ 196,289 |
Summary of contract with customer, assets and liabilities | The beginning and ending balances of contract liabilities and significant activity during the periods presented are as follows: thousands Contract Liabilities Balance at December 31, 2023 $ 579,328 Consideration earned during the period (16,762) Consideration received during the period 74,674 Balance at March 31, 2024 $ 637,240 Balance at December 31, 2022 $ 457,831 Consideration earned during the period (16,919) Consideration received during the period 78,366 Balance at March 31, 2023 $ 519,278 |
Summary of remaining performance obligation, expected timing of satisfaction | The Company expects to recognize this amount as revenue over the following periods: thousands Less than 1 year 1-2 years 3 years and thereafter Total remaining unsatisfied performance obligations $ 1,060,125 $ 1,087,244 $ 1,316,260 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Summary of leased assets and liabilities | The Company’s leased assets and liabilities are as follows: thousands March 31, 2024 December 31, 2023 Operating lease right-of-use assets $ 45,649 $ 44,897 Operating lease obligations 53,065 51,584 |
Summary of components of lease expense and other information | The components of lease cost are as follows: Three Months Ended March 31, thousands 2024 2023 Operating lease cost $ 1,729 $ 1,708 Variable lease cost 663 392 Total lease cost $ 2,392 $ 2,100 Other information related to the Company’s lessee agreements is as follows: Supplemental Condensed Consolidated Statements of Cash Flows Information Three Months Ended March 31, thousands 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows on operating leases $ 1,482 $ 1,097 Other Information March 31, 2024 March 31, 2023 Weighted-average remaining lease term (years) Operating leases 42.8 43.9 Weighted-average discount rate Operating leases 7.7 % 7.8 % |
Summary of future minimum lease payments | Future minimum lease payments as of March 31, 2024, are as follows: thousands Operating Leases Remainder of 2024 $ 3,575 2025 5,117 2026 4,093 2027 3,360 2028 3,424 Thereafter 240,646 Total lease payments 260,215 Less: imputed interest (207,150) Present value of lease liabilities $ 53,065 |
Summary of minimum rentals | Minimum rent revenues related to operating leases are as follows: Three Months Ended March 31, thousands 2024 2023 Total minimum rent payments $ 61,756 $ 57,797 Total future minimum rents associated with operating leases are as follows as of March 31, 2024: thousands Total Minimum Rent Remainder of 2024 $ 191,134 2025 247,340 2026 233,614 2027 222,423 2028 200,565 Thereafter 848,934 Total $ 1,944,010 |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Summary of segment operating results | Segment operating results are as follows: thousands Operating Assets Segment MPC Segment Seaport Segment Strategic Developments Segment Total Three Months Ended March 31, 2024 Total revenues $ 110,152 $ 48,875 $ 11,502 $ 593 $ 171,122 Total operating expenses (51,395) (25,049) (21,485) (8,654) (106,583) Segment operating income (loss) 58,757 23,826 (9,983) (8,061) 64,539 Depreciation and amortization (44,156) (110) (5,757) (1,419) (51,442) Interest income (expense), net (33,476) 15,246 (2,012) 4,024 (16,218) Other income (loss), net 408 — — 3 411 Equity in earnings (losses) from unconsolidated ventures 5,817 (14,711) (10,280) 39 (19,135) Gain (loss) on sale or disposal of real estate and other assets, net 4,794 — — — 4,794 Segment EBT $ (7,856) $ 24,251 $ (28,032) $ (5,414) $ (17,051) Corporate income, expenses, and other items (35,416) Net income (loss) (52,467) Net (income) loss attributable to noncontrolling interests (10) Net income (loss) attributable to common stockholders $ (52,477) Three Months Ended March 31, 2023 Total revenues $ 100,925 $ 77,013 $ 11,897 $ 6,440 $ 196,275 Total operating expenses (47,599) (34,351) (18,916) (11,059) (111,925) Segment operating income (loss) 53,326 42,662 (7,019) (4,619) 84,350 Depreciation and amortization (39,632) (107) (10,527) (943) (51,209) Interest income (expense), net (28,911) 15,812 1,186 2,063 (9,850) Other income (loss), net 2,282 (103) 1 94 2,274 Equity in earnings (losses) from unconsolidated ventures 1,905 4,108 (10,820) 5 (4,802) Gain (loss) on sale or disposal of real estate and other assets, net 4,730 — — — 4,730 Segment EBT $ (6,300) $ 62,372 $ (27,179) $ (3,400) $ 25,493 Corporate income, expenses, and other items (48,120) Net income (loss) (22,627) Net (income) loss attributable to noncontrolling interests (118) Net income (loss) attributable to common stockholders $ (22,745) |
Summary of assets by segment and the reconciliation of total segment assets to the total assets in the condensed consolidated balance sheets | The assets by segment and the reconciliation of total segment assets to Total assets in the Condensed Consolidated Balance Sheets are summarized as follows: thousands March 31, 2024 December 31, 2023 Operating Assets $ 3,561,321 $ 3,577,694 Master Planned Communities 3,435,883 3,358,821 Seaport 486,713 485,898 Strategic Developments 1,840,743 1,638,955 Total segment assets 9,324,660 9,061,368 Corporate 311,231 515,635 Total assets $ 9,635,891 $ 9,577,003 |
Presentation of Financial Sta_4
Presentation of Financial Statements and Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Oct. 05, 2023 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total assets | $ 9,635,891 | $ 9,577,003 | |
Accounts payable and other liabilities | 1,108,131 | 1,076,040 | |
Noncontrolling interests | 66,130 | 66,053 | |
Amortized cost basis of financing receivables | 663,500 | 632,800 | |
Accrued interest on financing receivables | $ 43,000 | $ 35,800 | |
Financing receivable threshold period past due | 30 days | ||
Teravalis Acquisition | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Ownership interest | 88% | ||
Percentage of minimum required capital contribution | 12% | 12% | |
Total assets | $ 541,700 | ||
Accounts payable and other liabilities | 400 | ||
Noncontrolling interests | $ 65,000 | ||
Seaport Entertainment | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Percentage of air rights | 80% |
Presentation of Financial Sta_5
Presentation of Financial Statements and Significant Accounting Policies - Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | $ 111,117 | $ 115,045 |
Reserve for uncollectible amounts | 15,700 | 15,000 |
Reserve for uncollectible amounts under ASC 842 | 14,800 | 14,800 |
Reserve for uncollectible amounts under ASC 450 | 200 | |
Collectibility of receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Reserve for uncollectible amounts under ASC 450 | 900 | |
Straight-line rent receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | 89,761 | 87,669 |
Tenant receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | 3,770 | 4,780 |
Other receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | $ 17,586 | $ 22,596 |
Presentation of Financial Sta_6
Presentation of Financial Statements and Significant Accounting Policies - Impacts of the ASC 842 and ASC 450 Reserves (Details) - Collectibility of receivables - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Rental revenue | $ 960 | $ 2,893 |
Provision for (recovery of) doubtful accounts | 834 | (2,420) |
Total (income) expense impact | $ 1,794 | $ 473 |
Investments in Unconsolidated_3
Investments in Unconsolidated Ventures - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Investments [Line Items] | ||
Total liabilities | $ 6,623,136 | $ 6,518,079 |
Unconsolidated Properties | ||
Schedule of Investments [Line Items] | ||
Total liabilities | 291,100 | |
Unconsolidated Properties | Equity Method Investment, Nonconsolidated Investee or Group of Investees | HHC | ||
Schedule of Investments [Line Items] | ||
Total liabilities | $ 144,200 |
Investments in Unconsolidated_4
Investments in Unconsolidated Ventures - Summary of Equity Investments in Real Estate and Other Affiliates (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Investments in and Advances to Affiliates [Line Items] | |||
Investments in unconsolidated ventures | $ 213,433 | $ 220,258 | |
Share of Earnings/Dividends | (19,135) | $ (4,802) | |
Equity Method Investments | |||
Investments in and Advances to Affiliates [Line Items] | |||
Equity Method Investments | 199,654 | 206,479 | |
Share of Earnings/Dividends | (22,377) | (7,835) | |
Other equity investments | |||
Investments in and Advances to Affiliates [Line Items] | |||
Other equity investments | 13,779 | 13,779 | |
Share of Earnings/Dividends | 3,242 | 3,033 | |
The Metropolitan Downtown Columbia | Accounts Payable and Accrued Liabilities | |||
Investments in and Advances to Affiliates [Line Items] | |||
Investment deficit position | 10,500 | 10,900 | |
m.flats/TEN.M | |||
Investments in and Advances to Affiliates [Line Items] | |||
Investment deficit position | $ 4,000 | $ 4,700 | |
Operating Assets Segment | The Metropolitan Downtown Columbia | Equity Method Investments | |||
Investments in and Advances to Affiliates [Line Items] | |||
Ownership Interest | 50% | 50% | |
Equity Method Investments | $ 0 | $ 0 | |
Share of Earnings/Dividends | $ 1,078 | (325) | |
Operating Assets Segment | Stewart Title of Montgomery County, TX | Equity Method Investments | |||
Investments in and Advances to Affiliates [Line Items] | |||
Ownership Interest | 50% | 50% | |
Equity Method Investments | $ 3,711 | $ 3,785 | |
Share of Earnings/Dividends | $ (75) | (35) | |
Operating Assets Segment | Woodlands Sarofim | Equity Method Investments | |||
Investments in and Advances to Affiliates [Line Items] | |||
Ownership Interest | 20% | 20% | |
Equity Method Investments | $ 2,991 | $ 2,990 | |
Share of Earnings/Dividends | $ 2 | 13 | |
Operating Assets Segment | m.flats/TEN.M | Equity Method Investments | |||
Investments in and Advances to Affiliates [Line Items] | |||
Ownership Interest | 50% | 50% | |
Equity Method Investments | $ 0 | $ 0 | |
Share of Earnings/Dividends | $ 1,570 | (781) | |
MPC Segment | The Summit | Equity Method Investments | |||
Investments in and Advances to Affiliates [Line Items] | |||
Ownership Interest | 50% | 50% | |
Equity Method Investments | $ 43,189 | $ 59,112 | |
Share of Earnings/Dividends | $ (15,923) | 4,630 | |
MPC Segment | Floreo | Equity Method Investments | |||
Investments in and Advances to Affiliates [Line Items] | |||
Ownership Interest | 50% | 50% | |
Equity Method Investments | $ 57,092 | $ 55,880 | |
Share of Earnings/Dividends | $ 1,212 | (522) | |
Seaport Segment | The Lawn Club | Equity Method Investments | |||
Investments in and Advances to Affiliates [Line Items] | |||
Ownership Interest | 50% | 50% | |
Equity Method Investments | $ 3,926 | $ 1,266 | |
Share of Earnings/Dividends | $ (453) | 0 | |
Seaport Segment | Ssäm Bar | Equity Method Investments | |||
Investments in and Advances to Affiliates [Line Items] | |||
Ownership Interest | 50% | 50% | |
Equity Method Investments | $ 0 | $ 0 | |
Share of Earnings/Dividends | 0 | (398) | |
Seaport Segment | Tin Building by Jean-Georges | |||
Investments in and Advances to Affiliates [Line Items] | |||
Equity Method Investments | $ 13,600 | ||
Seaport Segment | Tin Building by Jean-Georges | Equity Method Investments | |||
Investments in and Advances to Affiliates [Line Items] | |||
Ownership Interest | 65% | 65% | |
Equity Method Investments | $ 13,583 | $ 11,658 | |
Share of Earnings/Dividends | $ (9,661) | (10,208) | |
Seaport Segment | Jean-Georges Restaurants | Equity Method Investments | |||
Investments in and Advances to Affiliates [Line Items] | |||
Ownership Interest | 25% | 25% | |
Equity Method Investments | $ 14,370 | $ 14,535 | |
Other equity investments | 10,000 | ||
Share of Earnings/Dividends | $ (166) | (214) | |
Strategic Developments Segment | HHMK Development | Equity Method Investments | |||
Investments in and Advances to Affiliates [Line Items] | |||
Ownership Interest | 50% | 50% | |
Equity Method Investments | $ 10 | $ 10 | |
Share of Earnings/Dividends | $ 0 | 0 | |
Strategic Developments Segment | KR Holdings | Equity Method Investments | |||
Investments in and Advances to Affiliates [Line Items] | |||
Ownership Interest | 50% | 50% | |
Equity Method Investments | $ 491 | $ 486 | |
Share of Earnings/Dividends | $ 5 | 0 | |
Strategic Developments Segment | West End Alexandria | Equity Method Investments | |||
Investments in and Advances to Affiliates [Line Items] | |||
Ownership Interest | 58% | 58% | |
Equity Method Investments | $ 60,291 | $ 56,757 | |
Share of Earnings/Dividends | $ 34 | $ 5 |
Investments in Unconsolidated_5
Investments in Unconsolidated Ventures - The Lawn Club (Details) - a | 1 Months Ended | 3 Months Ended | |
Oct. 31, 2023 | Dec. 31, 2023 | Jan. 19, 2021 | |
Fulton Market Building | |||
Schedule of Investments [Line Items] | |||
Area of real estate property (in sqft) | 20,000 | ||
The Lawn Club NYC, LLC | |||
Schedule of Investments [Line Items] | |||
Joint venture real estate, percentage funded | 90% | 80% | |
The Lawn Club NYC, LLC | Endorphin Ventures | |||
Schedule of Investments [Line Items] | |||
Joint venture real estate, percentage funded | 10% | 20% |
Investments in Unconsolidated_6
Investments in Unconsolidated Ventures - Tin Building by Jean-Georges (Details) a in Thousands, $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 USD ($) a | Dec. 31, 2023 USD ($) | Mar. 31, 2022 | Dec. 31, 2015 ft² | |
Jean-Georges Restaurants | ||||
Schedule of Investments [Line Items] | ||||
Acquisition interest | 25% | |||
Seaport Segment | ||||
Schedule of Investments [Line Items] | ||||
Area of real estate property (in sqft) | a | 472 | |||
Tin Building by Jean-Georges | ||||
Schedule of Investments [Line Items] | ||||
Ownership interest | 100% | |||
Joint venture real estate, leased | 100% | |||
Joint venture real estate, percentage funded | 100% | |||
Tin Building by Jean-Georges | Seaport Segment | ||||
Schedule of Investments [Line Items] | ||||
Area of real estate property (in sqft) | ft² | 53,783 | |||
Equity Method Investments | $ 13.6 | |||
Contributions made by the company | $ 11.6 | $ 48.1 |
Investments in Unconsolidated_7
Investments in Unconsolidated Ventures - Jean-Georges Restaurants (Details) - Jean-Georges Restaurants $ in Millions | 1 Months Ended |
Mar. 31, 2022 USD ($) hospitality | |
Schedule of Investments [Line Items] | |
Acquisition interest | 25% |
Purchase price | $ 45 |
Number of hospitality | hospitality | 40 |
Purchase price | $ 10 |
Additional interests acquired | 20% |
Investments in Unconsolidated_8
Investments in Unconsolidated Ventures - The Summit (Details) usdPerAcre in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Jul. 31, 2022 USD ($) a customHomeSite | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2015 USD ($) usdPerAcre | |
Schedule of Investments [Line Items] | ||||
Equity in earnings (losses) from unconsolidated ventures | $ (19,135) | $ (4,802) | ||
The Summit | ||||
Schedule of Investments [Line Items] | ||||
Contribution of property | $ 13,400 | |||
SID bonds transferred to joint venture | 1,300 | |||
Transaction value of land contributed to joint venture | $ 125,400 | |||
Transactional value per acre of land contributed to joint venture | usdPerAcre | 226 | |||
Maximum contribution required to joint venture by co-venturer | $ 30,000 | |||
Amount contributed on maximum contribution required to joint venture by co-venture | $ 3,800 | |||
Area of land | a | 54 | |||
Fair value of property contributed | $ 21,500 | |||
Equity in earnings (losses) from unconsolidated ventures | $ 13,500 | |||
Number of custom home sites | customHomeSite | 28 |
Investments in Unconsolidated_9
Investments in Unconsolidated Ventures - Floreo (Details) $ in Millions | 1 Months Ended | 3 Months Ended | ||
Oct. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Mar. 31, 2024 USD ($) | Dec. 31, 2022 a | |
Floreo Development Holding Company, LLC | ||||
Schedule of Investments [Line Items] | ||||
Acquisition interest | 50% | |||
Purchase price | $ 59 | |||
Floreo | ||||
Schedule of Investments [Line Items] | ||||
Face amount | $ 165 | |||
Outstanding borrowings | $ 96.1 | |||
Guarantee fee | $ 5 | |||
Investment in real estate and other affiliates | $ 57.1 | |||
Floreo | Phoenix, Arizona | ||||
Schedule of Investments [Line Items] | ||||
Area of land | a | 3,029 |
Investments in Unconsolidate_10
Investments in Unconsolidated Ventures - West End Alexandria (Details) $ in Millions | 3 Months Ended |
Dec. 31, 2021 USD ($) a | |
West End Alexandria | Landmark Land Holdings | |
Schedule of Investments [Line Items] | |
Area of land | 52 |
West End Alexandria | Alexandria | |
Schedule of Investments [Line Items] | |
Area of land | 11 |
Foulger Pratt Development, LLC | Landmark Mall Property | |
Schedule of Investments [Line Items] | |
Area of land | 33 |
Fair value of property contributed | $ | $ 56 |
Fair value of property contributed, additional | $ | $ 10 |
Seritage | Landmark Mall Property | |
Schedule of Investments [Line Items] | |
Area of land | 19 |
Fair value of property contributed | $ | $ 30 |
Development Plans | Central Plaza | |
Schedule of Investments [Line Items] | |
Area of land | 41 |
Area of real estate property (in sqft) | 4,000,000 |
Acquisitions and Dispositions -
Acquisitions and Dispositions - Acquisitions Narrative (Details) - Mill Village Center And Related Anchor Site $ in Millions | 1 Months Ended |
May 31, 2023 USD ($) a | |
Asset Acquisition [Line Items] | |
Area of land | a | 8.7 |
Payments to acquire real estate | $ | $ 5.9 |
Acquisitions and Dispositions_2
Acquisitions and Dispositions - Dispositions Narrative (Details) - Disposal Group, Disposed of by Sale, Not Discontinued Operations $ in Millions | 1 Months Ended | |||
Mar. 31, 2023 USD ($) a landParcel | Feb. 29, 2024 USD ($) ft² | Dec. 31, 2023 USD ($) ft² | Jul. 31, 2023 USD ($) storageUnit storageFacility | |
Creekside Park Medical Plaza | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Area of real estate property (in sqft) | ft² | 32,689 | |||
Consideration received | $ 14 | |||
Gain on disposal | $ 4.8 | |||
Memorial Hermann Medical Office | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Area of real estate property (in sqft) | ft² | 20,000 | |||
Consideration received | $ 9.6 | |||
Gain on disposal | $ 3.2 | |||
The Woodlands, Texas | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Consideration received | $ 30.5 | |||
Gain on disposal | $ 16.1 | |||
Number of operating self storage facilities | storageFacility | 2 | |||
Number of storage units | storageUnit | 1,370 | |||
Honolulu, Hawai'i | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Area of real estate property (in sqft) | a | 11,929 | |||
Consideration received | $ 6.3 | |||
Gain on disposal | $ 4.7 | |||
Land parcels sold | landParcel | 2 |
Other Assets and Liabilities -
Other Assets and Liabilities - Other Assets, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Other Assets and Liabilities [Line Items] | ||
Security, escrow, and other deposits | $ 83,708 | $ 81,891 |
Special Improvement District receivable, net | 75,447 | 74,899 |
Intangibles, net | 21,076 | 21,894 |
Other | 20,271 | 19,248 |
Interest rate derivative assets | 14,856 | 10,318 |
Prepaid expenses | 13,789 | 16,984 |
Tenant incentives and other receivables, net | 11,301 | 10,840 |
TIF receivable, net | 3,807 | 6,371 |
Net investment in lease receivable | 2,823 | 2,883 |
Notes receivable, net | 1,088 | 1,558 |
Condominium inventory | 562 | 671 |
Other assets, net | 283,175 | 283,047 |
In-place leases, net | ||
Other Assets and Liabilities [Line Items] | ||
In-place leases, net | $ 34,447 | $ 35,490 |
Other Assets and Liabilities _2
Other Assets and Liabilities - Accounts Payable and Other Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
OTHER ASSETS AND LIABILITIES [Abstract] | ||
Condominium deposit liabilities | $ 528,536 | $ 478,870 |
Construction payables | 297,086 | 257,227 |
Deferred income | 112,608 | 118,432 |
Tenant and other deposits | 45,165 | 29,976 |
Accounts payable and accrued expenses | 35,930 | 49,363 |
Accrued interest | 30,305 | 54,301 |
Accrued real estate taxes | 23,477 | 30,096 |
Other | 19,533 | 24,461 |
Accrued payroll and other employee liabilities | 15,491 | 33,314 |
Accounts payable and other liabilities | $ 1,108,131 | $ 1,076,040 |
Mortgages, Notes and Loans Pa_3
Mortgages, Notes and Loans Payable, Net - Summary of Mortgages, Notes and Loans Payable (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Unamortized deferred financing costs | $ (46,692) | $ (49,990) |
Mortgages, notes, and loans payable, net | 5,391,243 | 5,302,620 |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Fixed-rate debt | 2,050,000 | 2,050,000 |
Mortgages | ||
Debt Instrument [Line Items] | ||
Fixed-rate debt | 1,482,958 | 1,485,494 |
Variable-rate debt | 1,365,049 | 1,276,489 |
Bonds | ||
Debt Instrument [Line Items] | ||
Fixed-rate debt | 64,928 | 65,627 |
Secured Debt | ||
Debt Instrument [Line Items] | ||
Variable-rate debt | $ 475,000 | $ 475,000 |
Mortgages, Notes and Loans Pa_4
Mortgages, Notes and Loans Payable, Net - Narrative (Details) $ in Thousands | 3 Months Ended | ||||||||
Mar. 31, 2024 USD ($) debtInstrument | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Debt Instrument [Line Items] | |||||||||
Other assets, net | $ 283,175 | $ 283,047 | |||||||
Term of contract | 5 years | ||||||||
Weighted-average Interest Rate | 8.04% | 7.98% | |||||||
Repayments | $ 3,703 | $ 3,285 | |||||||
Refundable deposit | $ 27,500 | ||||||||
Derivative asset, number of instruments held | debtInstrument | 6 | ||||||||
Secured Bridgeland Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount | $ 133,000 | $ 67,000 | $ 475,000 | $ 275,000 | |||||
Outstanding borrowings | $ 475,000 | ||||||||
Number of debt instruments | 7.62% | ||||||||
Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount | $ 2,050,000 | $ 2,100,000 | $ 2,100,000 | ||||||
Mortgages | |||||||||
Debt Instrument [Line Items] | |||||||||
Weighted-average Interest Rate | 6.52% | 6.44% | |||||||
Outstanding borrowings | $ 89,000 | ||||||||
Repayments | 3,700 | ||||||||
Long term debt, undrawn lender commitment | $ 1,000,000 | ||||||||
Mortgages | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Range of Interest Rates | 3.13% | 3.13% | |||||||
Mortgages | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Range of Interest Rates | 10.41% | 10.48% | |||||||
Bonds | |||||||||
Debt Instrument [Line Items] | |||||||||
Special Improvement District bond transfers associated with land sales | $ 0 | ||||||||
Special improvement district bond issued | $ 0 | ||||||||
Bonds | Minimum | MPC Segment | |||||||||
Debt Instrument [Line Items] | |||||||||
Range of Interest Rates | 4.13% | ||||||||
Bonds | Maximum | MPC Segment | |||||||||
Debt Instrument [Line Items] | |||||||||
Range of Interest Rates | 7% | ||||||||
Asset Pledged as Collateral with Right | |||||||||
Debt Instrument [Line Items] | |||||||||
Other assets, net | $ 4,900,000 |
Mortgages, Notes and Loans Pa_5
Mortgages, Notes and Loans Payable, Net - Schedule of Senior Unsecured Note (Details) - Senior Notes - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Principal | $ 2,050,000 | $ 2,100,000 | $ 2,100,000 |
Unsecured Senior Notes Due 2028 | |||
Debt Instrument [Line Items] | |||
Principal | $ 750,000 | ||
Interest Rate | 5.375% | ||
Unsecured Senior Notes Due 2029 | |||
Debt Instrument [Line Items] | |||
Principal | $ 650,000 | ||
Interest Rate | 4.125% | ||
Unsecured Senior Notes Due 2031 | |||
Debt Instrument [Line Items] | |||
Principal | $ 650,000 | ||
Interest Rate | 4.375% |
Mortgages, Notes and Loans Pa_6
Mortgages, Notes and Loans Payable, Net - Schedule of Secured Mortgages Payable (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | ||
Weighted-average Interest Rate | 8.04% | 7.98% |
Mortgages | ||
Debt Instrument [Line Items] | ||
Fixed rate | $ 1,482,958 | $ 1,485,494 |
Variable rate | 1,365,049 | 1,276,489 |
Secured mortgages payable | $ 2,848,007 | $ 2,761,983 |
Fixed interest, weighted average interest rate | 4.46% | 4.46% |
Variable interest, weighted average interest rate | 8.75% | 8.73% |
Weighted-average Interest Rate | 6.52% | 6.44% |
Fixed interest, weighted-average years to maturity | 7 years | 7 years 2 months 12 days |
Variable interest, weighted-average years to maturity | 1 year 10 months 24 days | 2 years 2 months 12 days |
Weighted-average Years to Maturity | 4 years 6 months | 4 years 10 months 24 days |
Mortgages | Minimum | ||
Debt Instrument [Line Items] | ||
Fixed weighted-average interest rate | 3.13% | 3.13% |
Variable weighted-average interest rate | 7.07% | 7.08% |
Range of Interest Rates | 3.13% | 3.13% |
Mortgages | Maximum | ||
Debt Instrument [Line Items] | ||
Fixed weighted-average interest rate | 8.67% | 8.67% |
Variable weighted-average interest rate | 10.41% | 10.48% |
Range of Interest Rates | 10.41% | 10.48% |
Fair Value - Assets Measured on
Fair Value - Assets Measured on a Recurring Basis (Details) - Interest Rate Swap - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate derivative assets | $ 14,856 | $ 10,318 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate derivative assets | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate derivative assets | 14,856 | 10,318 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate derivative assets | $ 0 | $ 0 |
Fair Value - Assets and Liabili
Fair Value - Assets and Liabilities Not Measured at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Assets: | ||||
Cash and Restricted cash | $ 891,830 | $ 1,053,057 | $ 889,172 | $ 1,098,937 |
Liabilities: | ||||
Allowance for accounts receivable | 15,700 | 15,000 | ||
Level 1 | Carrying Amount | ||||
Assets: | ||||
Cash and Restricted cash | 891,830 | 1,053,057 | ||
Level 1 | Estimated Fair Value | ||||
Assets: | ||||
Cash and Restricted cash | 891,830 | 1,053,057 | ||
Level 3 | Carrying Amount | ||||
Assets: | ||||
Accounts receivable, net | 111,117 | 115,045 | ||
Notes receivable, net | 1,088 | 1,558 | ||
Level 3 | Estimated Fair Value | ||||
Assets: | ||||
Accounts receivable, net | 111,117 | 115,045 | ||
Notes receivable, net | 1,088 | 1,558 | ||
Level 2 | Carrying Amount | ||||
Liabilities: | ||||
Fixed-rate debt | 3,597,886 | 3,601,121 | ||
Variable-rate debt | 1,840,049 | 1,751,489 | ||
Level 2 | Estimated Fair Value | ||||
Liabilities: | ||||
Fixed-rate debt | 3,264,288 | 3,294,431 | ||
Variable-rate debt | $ 1,840,049 | $ 1,751,489 |
Fair Value - Assets Measured _2
Fair Value - Assets Measured on a Non-recurring Basis (Details) - Fair Value, Measurements, Nonrecurring $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Measurement Input, Cap Rate | Discounted cash flow analysis | Minimum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Real estate investment property, measurement input | 0.055 |
Real estate investment property, discount rate | 8.50% |
Real estate investment property, restaurant multiple | 8.3 |
Measurement Input, Cap Rate | Discounted cash flow analysis | Maximum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Real estate investment property, measurement input | 0.0675 |
Real estate investment property, discount rate | 13.30% |
Real estate investment property, restaurant multiple | 11.8 |
Seaport Net investment in real estate | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value on non-recurring basis | $ 321,180 |
Seaport Net investment in real estate | Quoted Prices in Active Markets for Identical Assets (Level 1) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value on non-recurring basis | 0 |
Seaport Net investment in real estate | Significant Other Observable Inputs (Level 2) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value on non-recurring basis | 0 |
Seaport Net investment in real estate | Significant Unobservable Inputs (Level 3) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value on non-recurring basis | 321,180 |
Seaport Investments in unconsolidated ventures | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value on non-recurring basis | 40,225 |
Seaport Investments in unconsolidated ventures | Quoted Prices in Active Markets for Identical Assets (Level 1) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value on non-recurring basis | 0 |
Seaport Investments in unconsolidated ventures | Significant Other Observable Inputs (Level 2) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value on non-recurring basis | 0 |
Seaport Investments in unconsolidated ventures | Significant Unobservable Inputs (Level 3) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value on non-recurring basis | $ 40,225 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Narrative (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Interest Rate Swap | Derivative instruments designated as hedging instruments: | |
Derivative [Line Items] | |
Gain on derivative expected amount to be reclassified | $ 4.3 |
Credit Risk Contract | |
Derivative [Line Items] | |
Derivative liability fair value gross | $ 0 |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Summary of the Notional Amount and Fair Value of Derivatives (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Fair value of derivative instruments | |||
Total fair value derivative assets | $ 14,856 | $ 10,318 | |
Derivative instruments not designated as hedging instruments | |||
Fair value of derivative instruments | |||
Other Income | (2,200) | $ (4,200) | |
Derivative instruments designated as hedging instruments: | Minimum | |||
Fair value of derivative instruments | |||
Other Income | 175,000 | ||
Derivative instruments designated as hedging instruments: | Maximum | |||
Fair value of derivative instruments | |||
Other Income | 200,000 | ||
Fixed Interest Rate 2.50 Percent, Maturing September 2025, Notional 75Million | Interest rate cap | Derivative instruments not designated as hedging instruments | Other assets, net | |||
Fair value of derivative instruments | |||
Notional amount, asset | $ 75,000 | ||
Derivative, fixed interest rate | 2.50% | ||
Total fair value derivative assets | $ 2,404 | 2,274 | |
Fixed Interest Rate 2.50 Percent, Maturing September 2025, Notional 59.5 Million | Interest rate cap | Derivative instruments not designated as hedging instruments | Other assets, net | |||
Fair value of derivative instruments | |||
Notional amount, asset | $ 59,500 | ||
Derivative, fixed interest rate | 2.50% | ||
Total fair value derivative assets | $ 1,907 | 1,804 | |
Fixed Interest Rate 2.00 To 4.50 Percent, Maturing June 2025, Notional 1 | Interest rate collar | Derivative instruments not designated as hedging instruments | Other assets, net | |||
Fair value of derivative instruments | |||
Notional amount, asset | 55,615 | ||
Total fair value derivative assets | $ 770 | 417 | |
Fixed Interest Rate 2.00 To 4.50 Percent, Maturing June 2025, Notional 1 | Interest rate collar | Derivative instruments not designated as hedging instruments | Other assets, net | Minimum | |||
Fair value of derivative instruments | |||
Derivative, fixed interest rate | 2% | ||
Fixed Interest Rate 2.00 To 4.50 Percent, Maturing June 2025, Notional 1 | Interest rate collar | Derivative instruments not designated as hedging instruments | Other assets, net | Maximum | |||
Fair value of derivative instruments | |||
Derivative, fixed interest rate | 4.50% | ||
Fixed Interest Rate 2.00 To 4.50 Percent, Maturing June 2025, Notional 2 | Interest rate collar | Derivative instruments not designated as hedging instruments | Other assets, net | |||
Fair value of derivative instruments | |||
Notional amount, asset | $ 63,031 | ||
Total fair value derivative assets | $ 903 | 440 | |
Fixed Interest Rate 2.00 To 4.50 Percent, Maturing June 2025, Notional 2 | Interest rate collar | Derivative instruments not designated as hedging instruments | Other assets, net | Minimum | |||
Fair value of derivative instruments | |||
Derivative, fixed interest rate | 2% | ||
Fixed Interest Rate 2.00 To 4.50 Percent, Maturing June 2025, Notional 2 | Interest rate collar | Derivative instruments not designated as hedging instruments | Other assets, net | Maximum | |||
Fair value of derivative instruments | |||
Derivative, fixed interest rate | 4.50% | ||
Fixed Interest Rate 3.69 Maturing January 2027 | Interest Rate Swap [Member] | Derivative instruments designated as hedging instruments: | Accounts payable and other liabilities | |||
Fair value of derivative instruments | |||
Notional amount, liability | $ 175,000 | ||
Derivative, fixed interest rate | 3.69% | ||
Total fair value derivative liabilities | $ 2,500 | 117 | |
Fixed Interest Rate 5.50%, Maturing November 2024 | Interest rate cap | Derivative instruments designated as hedging instruments: | Other assets, net | |||
Fair value of derivative instruments | |||
Notional amount, liability | $ 127,000 | ||
Derivative, fixed interest rate | 5.50% | ||
Total fair value derivative assets | $ 14 | 28 | |
Fixed Interest Rate 5.00 Maturing December 2025 | Interest rate cap | Derivative instruments designated as hedging instruments: | Other assets, net | |||
Fair value of derivative instruments | |||
Notional amount, liability | $ 73,900 | ||
Derivative, fixed interest rate | 5% | ||
Total fair value derivative assets | $ 242 | 223 | |
Fixed Interest Rate 1.68 Maturing February 2027 | Interest Rate Swap [Member] | Derivative instruments designated as hedging instruments: | Accounts payable and other liabilities | |||
Fair value of derivative instruments | |||
Notional amount, liability | $ 40,800 | ||
Derivative, fixed interest rate | 1.68% | ||
Total fair value derivative liabilities | $ 2,878 | 2,496 | |
Fixed Interest Rate 4.89 Maturing January 2032 | Interest Rate Swap [Member] | Derivative instruments designated as hedging instruments: | Accounts payable and other liabilities | |||
Fair value of derivative instruments | |||
Notional amount, liability | $ 34,744 | ||
Derivative, fixed interest rate | 4.89% | ||
Total fair value derivative liabilities | $ 3,238 | $ 2,519 |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Impact of Financial Instruments on Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Interest expense | ||
Effect of the Company's derivative financial instruments on the income statement | ||
Amount of Gain (Loss) Reclassified from AOCI into Statements of Operations | $ 1,205 | $ 2,679 |
Interest Rate Swap | ||
Effect of the Company's derivative financial instruments on the income statement | ||
Amount of Gain (Loss) Recognized in AOCI on Derivatives | $ 3,830 | $ (2,651) |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 1 Months Ended | 3 Months Ended | |||
Jun. 14, 2018 individualOrEntity party | Oct. 31, 2022 USD ($) | Mar. 31, 2024 USD ($) tower | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Loss Contingencies [Line Items] | |||||
Damages award | $ 17 | ||||
Number of individuals or entities on petition | individualOrEntity | 500 | ||||
Number of unaffiliated parties | party | 2 | ||||
Loss contingency accrual for estimated repair costs | $ 0.2 | ||||
Outstanding letters of credit | 3.9 | 3.9 | |||
Amount of outstanding surety bonds | 461.6 | $ 470.4 | |||
Contractual rent expense | $ 1.8 | $ 1.3 | |||
Guarantor obligations, reserved percentage of residential units | 20% | ||||
Guarantor obligations, number of towers reserved | tower | 4 | ||||
Bond Financing | |||||
Loss Contingencies [Line Items] | |||||
Face amount | $ 165 | ||||
Long-term debt outstanding | $ 96.1 | ||||
Debt instrument, loan-to-value ratio threshold | 50% | ||||
Cash collateral for borrowed securities | $ 50 | ||||
Proceeds from issuance of debt | $ 5 | ||||
Floreo | Bond Financing | |||||
Loss Contingencies [Line Items] | |||||
Ownership Interest | 50% | ||||
Waiea | |||||
Loss Contingencies [Line Items] | |||||
Remediation cost | 158.4 | ||||
Additional anticipated costs | 3 | ||||
Loss contingency accrual for estimated repair costs | $ 2.6 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense (benefit) | $ (17,195) | $ (1,278) |
Income (loss) before income taxes | $ (69,662) | $ (23,905) |
Effective tax rate | 24.70% | 5.30% |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Summary of Changes in Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Derivative instruments: | ||
Balance at the beginning of the period | $ 3,058,924 | $ 3,606,112 |
Other comprehensive income (loss) before reclassifications | 3,830 | (2,651) |
(Gain) loss reclassified from accumulated other comprehensive income (loss) to net income | (1,205) | (2,679) |
Net current-period other comprehensive Income (loss) | 2,625 | (5,330) |
Balance at the end of the period | 3,012,755 | 3,582,523 |
AOCI Attributable to Parent | ||
Derivative instruments: | ||
Balance at the beginning of the period | 1,272 | 10,335 |
Balance at the end of the period | $ 3,897 | $ 5,005 |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Income (Loss) - Summary of Amounts Reclassified Out of AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Reclassifications out of accumulated other comprehensive income (loss) | ||
(Gains) losses on cash flow hedges | $ 41,918 | $ 38,137 |
Income tax expense (benefit) | (17,195) | (1,278) |
Total reclassifications of (income) loss, net of tax | 52,467 | 22,627 |
Amounts reclassified from Accumulated other comprehensive income (loss) | ||
Reclassifications out of accumulated other comprehensive income (loss) | ||
Total reclassifications of (income) loss, net of tax | (1,205) | (2,679) |
Accumulated Other Comprehensive Income (Loss) Components | Amounts reclassified from Accumulated other comprehensive income (loss) | ||
Reclassifications out of accumulated other comprehensive income (loss) | ||
(Gains) losses on cash flow hedges | (1,561) | (3,462) |
Income tax expense (benefit) | $ 356 | $ 783 |
Earnings Per Share - Informatio
Earnings Per Share - Information Related to EPS Calculation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Net income (loss) | ||
Net income (loss) | $ (52,467) | $ (22,627) |
Net (income) loss attributable to noncontrolling interests | (10) | (118) |
Net income (loss) attributable to common stockholders, basic | (52,477) | (22,745) |
Net income (loss) attributable to common stockholders, diluted | $ (52,477) | $ (22,745) |
Shares | ||
Weighted-average common shares outstanding - basic (in shares) | 49,663,000 | 49,455,000 |
Weighted-average common shares outstanding - diluted (in shares) | 49,663,000 | 49,455,000 |
Net income (loss) per common share | ||
Basic income (loss) per share (in dollars per share) | $ (1.06) | $ (0.46) |
Diluted income (loss) per share (in dollars per share) | $ (1.06) | $ (0.46) |
Restricted stock and stock options | ||
Anti-dilutive shares excluded from diluted EPS | ||
Anti-dilutive shares excluded from diluted EPS (in shares) | 688,000 | 790,000 |
Warrants | ||
Anti-dilutive shares excluded from diluted EPS | ||
Anti-dilutive shares excluded from diluted EPS (in shares) | 0 | 2,053,000 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Oct. 31, 2021 | |
2021 Share Repurchase Program | ||||
Antidilutive securities excluded from computation of diluted earnings per share | ||||
Shares repurchased, value | $ 153,400,000 | $ 96,600,000 | ||
2021 Share Repurchase Program | Common Stock | ||||
Antidilutive securities excluded from computation of diluted earnings per share | ||||
Stock repurchase program, authorized amount | $ 250,000,000 | |||
2022 Share Repurchase Program | ||||
Antidilutive securities excluded from computation of diluted earnings per share | ||||
Stock repurchase program, authorized amount | $ 250,000,000 | |||
Shares repurchased, value | $ 235,000,000 |
Revenues - Schedule of Disaggre
Revenues - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Rental revenue | $ 107,751 | $ 97,864 |
Total revenues | 171,138 | 196,289 |
Recognized at a point in time: | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from contracts with customers | 45,004 | 79,457 |
Operating Assets revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 110,152 | 100,925 |
Master Planned Communities revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 48,875 | 77,013 |
Seaport revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 11,502 | 11,897 |
Strategic Developments revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 593 | 6,440 |
Corporate revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 16 | 14 |
Condominium rights and unit sales | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from contracts with customers | 23 | 6,087 |
Condominium rights and unit sales | Recognized at a point in time: | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from contracts with customers | 23 | 6,087 |
Master Planned Communities land sales | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from contracts with customers | 32,415 | 59,361 |
Master Planned Communities land sales | Recognized at a point in time: | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from contracts with customers | 32,415 | 59,361 |
Builder price participation | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from contracts with customers | 12,566 | 14,009 |
Builder price participation | Recognized at a point in time: | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from contracts with customers | 12,566 | 14,009 |
Other land, rental, and property revenues | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from contracts with customers | 18,383 | 18,968 |
Other land, rental, and property revenues | Recognized at a point in time or over time: | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from contracts with customers | $ 18,383 | $ 18,968 |
Revenues - Schedule of Contract
Revenues - Schedule of Contract with Customer, Assets and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Contract Liabilities | ||
Beginning balance | $ 579,328 | $ 457,831 |
Consideration earned during the period | (16,762) | (16,919) |
Consideration received during the period | 74,674 | 78,366 |
Ending balance | $ 637,240 | $ 519,278 |
Revenues - Schedule of Remainin
Revenues - Schedule of Remaining Unsatisfied Performance Obligations (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation, cancellation period | 30 days |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 3,500,000 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 1,060,125 |
Remaining performance obligation, expected timing of satisfaction period | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 1,087,244 |
Remaining performance obligation, expected timing of satisfaction period | 2 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 1,316,260 |
Remaining performance obligation, expected timing of satisfaction period |
Leases - Narrative (Details)
Leases - Narrative (Details) | 3 Months Ended |
Mar. 31, 2024 | |
Lessee, Lease, Description [Line Items] | |
Lessee, remaining lease term | 2 years |
Lessor, average remaining lease term | 5 years |
One Lease | |
Lessee, Lease, Description [Line Items] | |
Lessee, remaining lease term | 50 years |
Leases - Leased Assets and Liab
Leases - Leased Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 45,649 | $ 44,897 |
Operating lease obligations | $ 53,065 | $ 51,584 |
Leases - Lease Costs (Details)
Leases - Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Operating lease cost | $ 1,729 | $ 1,708 |
Variable lease cost | 663 | 392 |
Total lease cost | $ 2,392 | $ 2,100 |
Leases - Lease Liability Maturi
Leases - Lease Liability Maturity (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
Remainder of 2024 | $ 3,575 | |
2025 | 5,117 | |
2026 | 4,093 | |
2027 | 3,360 | |
2028 | 3,424 | |
Thereafter | 240,646 | |
Total lease payments | 260,215 | |
Less: imputed interest | (207,150) | |
Present value of lease liabilities | $ 53,065 | $ 51,584 |
Leases - Other Information (Det
Leases - Other Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows on operating leases | $ 1,482 | $ 1,097 |
Weighted-average remaining lease term (years) | ||
Operating leases | 42 years 9 months 18 days | 43 years 10 months 24 days |
Weighted-average discount rate | ||
Operating leases | 7.70% | 7.80% |
Leases - Minimum Rent Payments
Leases - Minimum Rent Payments Received (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Total minimum rent payments | $ 61,756 | $ 57,797 |
Remainder of 2024 | 191,134 | |
2025 | 247,340 | |
2026 | 233,614 | |
2027 | 222,423 | |
2028 | 200,565 | |
Thereafter | 848,934 | |
Total | $ 1,944,010 |
Segments - Narrative (Details)
Segments - Narrative (Details) a in Thousands | 3 Months Ended |
Mar. 31, 2024 a location segment | |
Segments reporting | |
Number of reportable segments | segment | 4 |
Seaport Segment | |
Segments reporting | |
Area of real estate property (in sqft) | a | 472 |
Number of primary locations | location | 3 |
Segments - Summary of Segment O
Segments - Summary of Segment Operating Results (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segments reporting | ||
Total revenues | $ 171,138 | $ 196,289 |
Depreciation and amortization | (52,247) | (52,009) |
Other income (loss), net | 891 | 4,981 |
Equity in earnings (losses) from unconsolidated ventures | (19,135) | (4,802) |
Gain (loss) on sale or disposal of real estate and other assets, net | 4,794 | 4,730 |
Income (loss) before income taxes | (69,662) | (23,905) |
Net income (loss) | (52,467) | (22,627) |
Net (income) loss attributable to noncontrolling interests | (10) | (118) |
Net income (loss) attributable to common stockholders | (52,477) | (22,745) |
Operating segments | ||
Segments reporting | ||
Total revenues | 171,122 | 196,275 |
Total operating expenses | (106,583) | (111,925) |
Segment operating income (loss) | 64,539 | 84,350 |
Depreciation and amortization | (51,442) | (51,209) |
Interest income (expense), net | (16,218) | (9,850) |
Other income (loss), net | 411 | 2,274 |
Equity in earnings (losses) from unconsolidated ventures | (19,135) | (4,802) |
Gain (loss) on sale or disposal of real estate and other assets, net | 4,794 | 4,730 |
Income (loss) before income taxes | (17,051) | 25,493 |
Corporate | ||
Segments reporting | ||
Corporate income, expenses, and other items | (35,416) | (48,120) |
Operating Assets Segment | ||
Segments reporting | ||
Total revenues | 110,152 | 100,925 |
Operating Assets Segment | Operating segments | ||
Segments reporting | ||
Total revenues | 110,152 | 100,925 |
Total operating expenses | (51,395) | (47,599) |
Segment operating income (loss) | 58,757 | 53,326 |
Depreciation and amortization | (44,156) | (39,632) |
Interest income (expense), net | (33,476) | (28,911) |
Other income (loss), net | 408 | 2,282 |
Equity in earnings (losses) from unconsolidated ventures | 5,817 | 1,905 |
Gain (loss) on sale or disposal of real estate and other assets, net | 4,794 | 4,730 |
Income (loss) before income taxes | (7,856) | (6,300) |
MPC Segment | ||
Segments reporting | ||
Total revenues | 48,875 | 77,013 |
MPC Segment | Operating segments | ||
Segments reporting | ||
Total revenues | 48,875 | 77,013 |
Total operating expenses | (25,049) | (34,351) |
Segment operating income (loss) | 23,826 | 42,662 |
Depreciation and amortization | (110) | (107) |
Interest income (expense), net | 15,246 | 15,812 |
Other income (loss), net | 0 | (103) |
Equity in earnings (losses) from unconsolidated ventures | (14,711) | 4,108 |
Gain (loss) on sale or disposal of real estate and other assets, net | 0 | 0 |
Income (loss) before income taxes | 24,251 | 62,372 |
Seaport Segment | ||
Segments reporting | ||
Total revenues | 11,502 | 11,897 |
Seaport Segment | Operating segments | ||
Segments reporting | ||
Total revenues | 11,502 | 11,897 |
Total operating expenses | (21,485) | (18,916) |
Segment operating income (loss) | (9,983) | (7,019) |
Depreciation and amortization | (5,757) | (10,527) |
Interest income (expense), net | (2,012) | 1,186 |
Other income (loss), net | 0 | 1 |
Equity in earnings (losses) from unconsolidated ventures | (10,280) | (10,820) |
Gain (loss) on sale or disposal of real estate and other assets, net | 0 | 0 |
Income (loss) before income taxes | (28,032) | (27,179) |
Strategic Developments Segment | ||
Segments reporting | ||
Total revenues | 593 | 6,440 |
Strategic Developments Segment | Operating segments | ||
Segments reporting | ||
Total revenues | 593 | 6,440 |
Total operating expenses | (8,654) | (11,059) |
Segment operating income (loss) | (8,061) | (4,619) |
Depreciation and amortization | (1,419) | (943) |
Interest income (expense), net | 4,024 | 2,063 |
Other income (loss), net | 3 | 94 |
Equity in earnings (losses) from unconsolidated ventures | 39 | 5 |
Gain (loss) on sale or disposal of real estate and other assets, net | 0 | 0 |
Income (loss) before income taxes | $ (5,414) | $ (3,400) |
Segments - Summary of Assets by
Segments - Summary of Assets by Segment and Reconciliation of Segment Assets to Total Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Reconciliation of total segment assets to total assets | ||
Assets | $ 9,635,891 | $ 9,577,003 |
Operating segments | ||
Reconciliation of total segment assets to total assets | ||
Assets | 9,324,660 | 9,061,368 |
Operating segments | Operating Assets Segment | ||
Reconciliation of total segment assets to total assets | ||
Assets | 3,561,321 | 3,577,694 |
Operating segments | MPC Segment | ||
Reconciliation of total segment assets to total assets | ||
Assets | 3,435,883 | 3,358,821 |
Operating segments | Seaport Segment | ||
Reconciliation of total segment assets to total assets | ||
Assets | 486,713 | 485,898 |
Operating segments | Strategic Developments Segment | ||
Reconciliation of total segment assets to total assets | ||
Assets | 1,840,743 | 1,638,955 |
Corporate | ||
Reconciliation of total segment assets to total assets | ||
Assets | $ 311,231 | $ 515,635 |