Ladies and gentlemen, thank you for standing by. Welcome to Howard Hughes First Quarter 2024 Earnings Call. [Operator Instructions] Please be advised that today's conference is being recorded. I would like now to turn the conference over to Eric Holcomb, Senior Vice President of Investor Relations. Please go ahead.

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

Thank you, Eric, and good morning to all from Phoenix. Before we begin, I'd like to welcome Joe Valane, our new General Counsel, for his first earnings call with Howard Hughes. Joe brings a wealth of legal expertise and experience overseeing large real estate platforms across many asset classes, and we're pleased to have him on our team. On our call today, I'm going to begin with a recap of the first quarter and cover the segment highlights for our Master Planned Communities in Seaport. Dave Striph will cover the performance of our operating assets, followed by remarks from Jay Cross, who will provide updates on our strategic development projects. Finally, Carlos Olea will review our full year guidance and the balance sheet before we open up the lines to Q&A. All right. Jumping into our results. The first quarter of 2024 continued our strong momentum experienced throughout 2023, setting the stage for what we expect to be another incredible year across each of our core businesses. In our MPCs, we saw increased underlying demand, including a double-digit acceleration of new home sales and elevated homebuilder interest for our land, which we expect will yield strong land sales in Nevada and Texas during the remainder of the year. In Arizona, we achieved a major milestone with the closing of our first residential land sales in Floreo, paving the way for the start of our next great MPC, Teravalis. Our operating assets delivered $63 million of NOI, representing an impressive 7% year-over-year growth with solid improvement in office and multifamily. This result provides a strong foundation for the full year, which we expect will achieve a new all-time high for NOI in 2024. In strategic developments, demand for our newest condominium project in Hawaii and Texas was extraordinary, with more than…

Thank you, David. In our operating asset segment, we started the year on a positive note, delivering strong NOI of $63 million including the contribution from unconsolidated ventures. This represented a 7% year-over-year improvement, driven primarily by our office and multifamily portfolios. The most significant year-over-year growth was seen in office, which generated a first quarter NOI of $31 million. This reflected a $3 million or 10% year-over-year improvement and was primarily the result of strong lease-up activity and rent abatement expirations at various properties in the Woodlands and Summerlin, most notably at 9950 Woodloch Forest and 1,700 Pavilion. These gains were partially offset by reduced NOI from 1725 Hughes Landing in the Woodlands due to lower occupancy, primarily from a tenant bankruptcy. During the quarter, we continued to execute new or expanded office leases totaling 86,000 square feet, including 46,000 square feet in the Woodlands and 40,000 square feet in Downtown Columbia. We also successfully completed 2 significant renewals in the Woodlands totaling 180,000 square feet. This strong leasing performance exemplifies the heightened demand we continue to see from companies seeking quality and workspaces in walkable mixed-use communities where their employees want to live. Since this time last year, our stabilized office portfolio has increased from 86% to 88% leased within the most notable improvement in Woodlands, which is now 90% leased. We expect to benefit from this leasing momentum later in the year with more significant NOI improvement in 2025 as office build-outs are completed and free rent periods burn off. Our multifamily portfolio also performed well in the quarter, delivering NOI of $14 million or a 9% year-over-year increase. This growth was primarily driven by increased rental revenue associated with the lease-up of Starling at Bridgeland and Marlow in Downtown Columbia as well as 4% in-place rent…

Thanks, Dave, and good morning, everyone. In the first quarter, we continued to make solid progress in our commercial construction projects, which represent future stabilized NOI of more than $21 million for our operating assets segment, First, in the Woodlands, construction on 1 Riva Row, our 268 unit lead silver multifamily tower is going very well. This luxury development on the Woodlands Waterway is expected to be completed in the second half of 2025 with a strong NOI contribution of nearly $10 million on stabilization. In Bridgeland, we recently broke ground on Village Green at Bridgeland Central, a new mixed-use development, which will be anchored by an HEB grocery store and featured in-line retail and stand-alone restaurants. With this being the first large-scale retail development in Bridgeland, we have experienced high demand from potential tenants. At the end of the quarter, 94% of the in-line retail and restaurant space was already preleased or in advanced negotiations. We expect to complete this project next year. We are also breaking ground this week on Bridgeland's first office building which has also seen strong demand and is remarkably 94% pre-leased or in advanced negotiations. This innovative 49,000 square foot mass timber office building will be the first of its kind in the Houston area. In Downtown Summerlin, construction of the Summerlin grocery anchored center, which will feature Summerlin's first Whole Foods Market is on track to be completed in the third quarter. We expect this retail center, which is adjacent to our Tanager and Tanager Echo, our multifamily properties, will be an important amenity and vital part of our Downtown Summerlin master plan. A couple of miles away, construction on Meridian, our 147,000 square-foot office building adjacent to the proposed movie studio site in Village 15 is finishing up and expected to be…

Thank you, Jay, and good morning, everyone. With the strong momentum that we experienced across our core segments during the first quarter, we remain confident in our ability to deliver our 2024 guidance as issued on our last earnings call. Looking briefly into each segment. In MPC, we continue to project robust EBT of $300 million at the midpoint. This represents a 10% to 15% year-over-year reduction, but is still significantly higher than historical norms, which have been closer to $200 million to $250 million pre-COVID. In operating assets, we continue to project full year NOI of approximately $250 million at the midpoint, reflecting an increase of 1% to 4% compared to 2023. Our full year guidance includes approximately $5 million of projected NOI from the Las Vegas Aviators and the Las Vegas Ballpark, which are expected to be included in the spin-off of Seaport Entertainment. Condo sales revenues are projected to range between $675 million and $725 million and be driven entirely by the completion of Victoria Place in the fourth quarter. We continue to anticipate strong gross margins between 28% and 30% for this development. Our guidance contemplates approximately $75 million of condo sale revenue relating to the first quarter of 2025 due to the timing of closings at Victoria Place. And finally, we expect cash G&A to range between $80 million and $90 million for the full year. This guidance excludes approximately $25 million of cash expenses to complete the spin-off of Seaport Entertainment as well as approximately $5 million of anticipated noncash stock compensation. Looking at asset dispositions. In February, we sold the Creekside Park Medical Plaza in the Woodlands for $14 million. This sale, which reflected an attractive 5.6% cap rate, generated a gain of approximately $5 million during the quarter. Turning to our balance sheet. We have $463 million of cash at the end of the quarter. Together with our strong guidance expectations for the full year, we are well positioned to deploy additional capital into our development pipeline. At the end of March, the remaining equity contribution needed to fund our current projects was approximately $260 million. From a debt perspective, we have $5.4 billion outstanding with only $257 million of maturities in 2024. Approximately $246 million of this was related to the construction loan in Victoria Place, which will be repaid as units closed in the fourth quarter leaving us well positioned with only $11 million of principal amortization payments due in 2024. For 2025, we have approximately $548 million maturing, which includes the bridge in construction loans for 3 newest office properties, 9950 Woodloch Forest, 6,100 Merriweather and 1,700 Pavilion, all of which are 90% leased or more. It also includes our 2 multifamily construction loans for Marlow and Tanager Echo. Refinancing discussions for many of these are already underway, and we will have more to share with you in the coming quarters. With that, I would now like to turn the call back over to David for closing remarks.

Thank you, Carlos. Before we open up the lines for Q&A, we want to announce the date of our next Investor Day, which will be held in Summerlin in the afternoon of Monday, November 18, in conjunction with the Nareit REITworld Investor Conference in Las Vegas. More information will be available in the coming months, but please mark your calendar to join us and experience by Summerlin, consistently ranked as one of the best-selling MPCs in the country. Now just a few final thoughts. First, our first quarter and the strength of new home sales and condo presales have laid the groundwork for another outstanding year for Howard Hughes. As a result, our full year guidance, which anticipates robust MPC EBT, record operating asset NOI and over $200 million of gross profit from condo sales remains intact. With respect to the spinoff of Seaport Entertainment, we continue to make solid progress, and we anticipate completing the transaction later this summer. Anton and his team are already making incremental improvements to these unique assets and have identified many pathways for enhanced performance in the quarters and years ahead. For Howard Hughes, we're excited about our future as a pure-play real estate company focused solely on the development of our world-class portfolio of Master Planned Communities. With strong demand for our unmatched land bank, premier operating assets and upscale condo developments as well as our solid pipeline of future opportunities, we are uniquely positioned to grow net asset value and drive strong returns in the future. With that, let's start the Q&A portion of the call. Operator, can you please open the line for the first question?

[Operator Instructions] The first question comes from Anthony Paolone with JPMorgan.

Great. First question is just as it relates to the operating property portfolio, if we just annualize the first quarter, I think it put you above your guidance already. So wondering if you could just talk about like how you're feeling about the prospects of that maybe doing a bit better or if there are other sort of headwinds that you expect over the course of the year to offset sort of the run rate right now?

Tony, I appreciate the question. Look, we had a great start to the year, and we saw great increases across office, multifamily that it candidly exceeded our expectations. In the first quarter, though, we also received our annual distribution from the Summerlin Hospital, which is the one time a year. So I wouldn't annualize that as you think about taking the first quarter and annualizing it. And look, I think that we have the opportunity, if things continue along this path to hopefully over time, increase that guidance range. But as we sit here today, I'm just not comfortable enough to do that given a lot of the uncertainty that's out there.

Okay. Fair enough. Second one is just the Ritz-Carlton project seems to be going off pretty well on the condo side. Outside of Hawaii, are there other potential MPCs or opportunities where you see condos making sense and taking that capability to those other areas?

It's Jay Cross on to respond to that question. Yes, we do. We're really bullish on Downtown Summerlin. We have 2 condo projects in the design phase right now and possibility of even a third. And so we see as that market matures and based on the success that we've enjoyed at the Summerlin, we think that an urban product could do very well there.

Okay. And then just if I could just ask one more final one. Just maybe for David, just housing is performing well. Your MPCs are doing well. The business is performing, stock still seemingly at a discount and has had a reaction to Bill Ackman leaving the Chair role. Any thoughts on just revisiting the buyback or anything on that front? Or are you using some of the capacity for the stock?

Yes. Absolutely, Tony. And it's something that we discuss very much real time, both in the management team as well as in the boardroom, and it's absolutely on our radar in terms of a potential allocation of capital. As you can imagine, with an announced spinoff, but no documents associated with that spinoff publicly filed, we're in a spot right now where we have information that keeps us out of the market from buying our own shares. So we need to get that publicly filed. We need to get that on record. So where we can see the capitalization of both companies, the expected timing of both companies, the overhead of both companies and when that information is public and we have the opportunity to be back in the market, if we continue to trade at this candidly very disappointing level that I think that a potential way that we would allocate capital in the future would be into back into our own shares.

[Operator Instructions] The next question comes from Anthony Goldfarb (sic) [ Alexander Goldfarb ] with Piper Sandler.

It's just my stage name, so maybe, Anthony will ask smarter questions than Alex. So let me just continue on the real Anthony Paolone's question on buybacks, David. Assuming all else equal, the stock is where it is when you guys are able to be back in the market, do you see incremental cash on hand going to buybacks or development? I'm just trying to understand from your perspective, the Board's perspective, if where the stock is, it means that it's really hard to underwrite breaking ground on a new project versus buying back the stock or if it would sort of be split between the 2.

I don't think it's an all or none decision. I think we're going to look at each potential development and where we're trading at that moment in time and make the best decision we can at that point, Alex. I think right now, if I try to pencil out a potential office development in today's largely unknown cap rate world in today's interest rate environment, I think it's a pretty easy decision to say that, that capital would go into buybacks instead of a speculative office development. But if we have the opportunity to build a condominium tower with a nominal amount of equity given our low land basis, buyer deposits and massive presales that generate meaningfully outside risk-adjusted returns even relative to buybacks. I think you'll see us continue to build condo towers in Hawaii and continue to be thoughtful in terms of where our developments are. There's also a number of those developments [ assets ]. As you know, and we've talked about this in the past, that don't generate the best yield for that postage stamp that we're developing on. And a great example of that is the Whole Foods in Downtown Summerlin. But the impact of that development and the value of that development on the surrounding land that we own, the way that, that development will drive multifamily rents higher, multifamily absorptions higher, potentially unlock new product types. And as Jay said, potentially condos in Downtown Summerlin, when you add all those things up, that creates so much long-term value for our shareholders, we have to consider those.

Okay. Second question, David, is -- and again, I'd like to review that you guys make everything look so easy, but the Phoenix sales exceeded your expectations so far. The Ritz-Carlton, again, looks really easy. You guys exceeded Obviously, you do the same out in Hawaii. So if you could just talk a little bit more, especially around Phoenix and the Ritz in Houston, because literally, those are new projects? And then two, should we take it that you guys are just really conservative in underwriting? Or do you think that maybe there's like a disconnect in your team's view of where the market is versus where the actual demand is? Because each time it seems to not just slightly exceed, but well exceed where you guys are thinking.

I'd like to think part of my job as we communicate with The Street is to underpromise and overdeliver. And as we -- to answer the first part of your question, think about land sales in Phoenix, when we go out to the market, we go out with kind of an open bid process. We don't necessarily set prices and make people jump over it. And we've been pleasantly surprised with the level of demand and the interest among homebuilders for Floreo, and we hope that, that will continue. Now as you know, we also get builder price participation in our contracts, which means that if home prices continue to go higher despite higher interest rates and those homes sold for greater amounts than what we expect will be made whole. So overall, I think that's a great process on the land sales. As it relates to the Ritz-Carlton condos, but this -- where we decided to launch pricing on those was well in excess of where any market study said was possible, and it was heavily debated within the C-suite. It was heavily debated within the boardroom. And what we did is we launched a small portion of the building. And over the course of that launch, we increased pricing sometimes multiple times per day that totaled in excess of 17%. And since launch, we pulled almost all of the units off the market with the exception of a handful and have continued to push pricing higher. And our view at this point is that we're going to hold off selling the remaining units in the Ritz until the building is complete, until people can walk and see the incredible Bob Stern design. They can see the views from those units, the Lakefront Pristine that they'll enjoy as residents of the Ritz-Carlton. And I think that at that point, when we go to sell the remaining 50% of the building, we'll even further exceed pricing that we've achieved to date.

So let me just follow up on that, though, David. Sometimes, though, developer expectations, bird in the hand worth is 2 in the bush or whatever the expression is, why take that risk like the market could change when you deliver? Why not continue to sell now?

Well, I think that this is the best remaining residential site in the Woodlands. With the best potential combination of interiors and architecture, the highest level of finishes that have ever been seen. To date, we have seen outstanding demand that has been nothing short of incredible pushing pricing to levels that have never been seen in the Houston market before. And while we are going to take a little bit of market risk, I think the money that we have left on the table for the best site in the Woodlands will be worth taking that risk. And by the time when we finish construction, if the market isn't receptive, it's not as if we're just going to fire sell these units. These are incredible once-in-a-lifetime opportunity to buy residents on Lake Woodlands, and we'll wait until we achieve the pricing we think is appropriate.

Okay. And just final question. Carlos, any additional spin costs that we should be modeling, there was $0.19 in the first quarter? Presumably, there's an additional in the remaining just -- I know, David, it's not an FFO guy, but those of us on The Street are just that we can be aware of. So as we're thinking about earnings the rest of the year, we can think about some element of impact of spin costs.

Now the $25 million that we disclosed the number that we're tracking towards between now and the full completion of the spin-off. So you can use that number, that is a number that we're comfortable tracking to.

Our next question comes from Alexander -- I'm sorry, Alex Barrón with Housing Research Center. Alex Barrón: I was just hoping to get a bit more details on the Floreo piece of land, I guess, or joint venture. What percentage of the joint venture, I guess, is owned by you guys? And as you look forward, are you expecting a similar size of land sales each quarter? Is it going to be lumpy? Like what's the outlook there?

Alex, appreciate the question. We're a 50% joint venture partner at Floreo, which is the first phase of the overall Teravalis joint venture. I think that as we've kind of talked about a lot with all of our MPCs, land sales tend to be lumpy. I don't expect that we will see a similar amount of land sales at Floreo every single quarter to the level that we saw this quarter. I think we'll probably have another group of sales. It will sell in the remainder of 2024, and that will in all likelihood be in the third quarter or potentially the fourth quarter. But this is not something that we should model on a quarterly basis. There'll be 1 to 2x per year. We'll close on a handful of parcels with our builders. And over the course of 8 years, will allow us to track to enough land into the hands of builders to keep up with underlying home sales. Alex Barrón: Okay. Great. The other question is it looks like the density was about 7 homes per acre, which seems a little bit high. Was that more like attached product? Or is the density likely to go down to 4 more single-family type homes in the future?

No, these are all going to be single-family homes. These are not attached products. The density may come out that way, because we're looking at net acres instead of gross. And I would say that we have a variety of block sizes, a variety of product mix, a host of great builders. And we're going to be hopefully meeting the sweet plot of demand across what exists out there in the West Valley of Phoenix, which is a more affordable product, especially as we launched the first phase of this community. Alex Barrón: Got it. And on the Ritz-Carlton project, obviously, you guys sold quite a bit in a week. Are the sales going to continue at that pace? Or are you going to slow down and raise the prices for the rest?

Well, we've already -- as I kind of mentioned the last question, Alex, we've raised prices 17% already from [ launch ] of today. We're going to raise it further, but we're going to hold the vast majority of the remaining units off the market until we complete construction, but we think we'll be able to exact an even higher price per unit.

[Operator Instructions] I am showing no further questions at this time. I would like now to turn the call back to David O'Reilly for closing remarks.

Appreciate everyone's time today, and thank you again for joining our call. Just as a last reminder, we are planning our next Investor Day right before Nareit out in Summerlin, come and see why it's one of the best places to live in America. I think we can influence in terms of our investors' thoughts about the quality and the exceptional ability to live within a Howard Hughes community. As always, if there are follow-up questions or anything you need between now and the next call, by all means, please reach out to Eric, Carlos and myself. We're always happy to help. Thank you again.

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