BETHESDA, Md.--(BUSINESS WIRE)--JBG SMITH (NYSE: JBGS), a leading owner and developer of high-quality, mixed-use properties in the Washington, DC market, today filed its Form 10-Q for the quarter ended September 30, 2024 and reported its financial results.
Additional information regarding our results of operations, properties, and tenants can be found in our Third Quarter 2024 Investor Package, which is posted in the Investor Relations section of our website at www.jbgsmith.com. We encourage investors to consider the information presented here with the information in that document.
Third Quarter 2024 Highlights
- Net loss, Funds From Operations ("FFO") and Core FFO attributable to common shareholders were:
THIRD QUARTER AND YEAR-TO-DATE COMPARISON | |||||||||||||||||||||||||||||
in millions, except per share amounts | Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||
September 30, 2024 | September 30, 2023 | September 30, 2024 | September 30, 2023 | ||||||||||||||||||||||||||
Amount | Per Diluted Share | Amount | Per Diluted Share | Amount | Per Diluted Share | Amount | Per Diluted Share | ||||||||||||||||||||||
Net loss (1) (2) | $ | (27.0 | ) | $ | (0.32 | ) | $ | (58.0 | ) | $ | (0.58 | ) | $ | (83.6 | ) | $ | (0.95 | ) | $ | (47.4 | ) | $ | (0.45 | ) | |||||
FFO (2) | $ | 19.5 | $ | 0.23 | $ | 40.1 | $ | 0.40 | $ | 44.5 | $ | 0.50 | $ | 106.5 | $ | 0.98 | |||||||||||||
Core FFO | $ | 19.3 | $ | 0.23 | $ | 41.0 | $ | 0.40 | $ | 62.3 | $ | 0.69 | $ | 118.0 | $ | 1.09 | |||||||||||||
_____________ | |||||||||||||||||||||||||||||
| (1) | Includes loss on the sale of real estate of $5.4 million and $5.1 million for the three and nine months ended September 30, 2024. Includes gain on the sale of real estate of $41.6 million for the nine months ended September 30, 2023. Includes impairment loss of $59.3 million related to real estate assets, and impairment losses recorded by our unconsolidated real estate ventures, of which our proportionate share was $3.3 million, for the three and nine months ended September 30, 2023. | ||||||||||||||||||||||||||||
| (2) | Includes impairment loss of $18.2 million related to non-depreciable real estate assets for the nine months ended September 30, 2024. | ||||||||||||||||||||||||||||
- Annualized Net Operating Income ("NOI") for the three months ended September 30, 2024 was $282.4 million, compared to $286.4 million for the three months ended June 30, 2024, at our share. Excluding the assets that were sold or taken out of service, Annualized NOI for the three months ended September 30, 2024 was $278.1 million, compared to $278.4 million for the three months ended June 30, 2024, at our share.
- The decrease in Annualized NOI excluding the assets that were sold or taken out of service was substantially attributable to (i) tenant vacates, partially offset by lower real estate tax expense as a result of successful appeals in our commercial portfolio; and (ii) transitioning The Grace and Reva into the operating portfolio, partially offset by higher concessions at certain assets in our multifamily portfolio.
- Same Store NOI ("SSNOI") at our share increased 0.5% quarter-over-quarter to $68.6 million for the three months ended September 30, 2024.
- The increase in SSNOI was substantially attributable to (i) higher rents and occupancy and lower concessions, partially offset by higher operating expenses in our multifamily portfolio; and (ii) lower occupancy and recovery revenue in our commercial portfolio, partially offset by lower real estate taxes.
Operating Portfolio
- The operating multifamily portfolio was 92.7% leased and 90.6% occupied as of September 30, 2024, compared to 96.9% and 94.3% as of June 30, 2024. Our operating In-Service multifamily portfolio was 97.0% leased and 95.7% occupied as of September 30, 2024, compared to 96.9% and 94.3% as of June 30, 2024.
- In our Same Store multifamily portfolio, we increased effective rents by 4.5% for new leases and 6.1% upon renewal for third quarter lease expirations while achieving a 60.0% renewal rate.
- The operating commercial portfolio was 80.7% leased and 79.1% occupied as of September 30, 2024, compared to 82.3% and 80.6% as of June 30, 2024, at our share.
- Executed approximately 150,000 square feet of office leases at our share during the three months ended September 30, 2024, including approximately 46,000 square feet of new leases. Second-generation leases generated a 1.2% rental rate increase on a cash basis and an 8.4% rental rate increase on a GAAP basis.
- Executed approximately 496,000 square feet of office leases at our share during the nine months ended September 30, 2024, including approximately 241,000 square feet of new leases. Second-generation leases generated a 1.5% rental rate increase on a cash basis and a 9.6% rental rate increase on a GAAP basis.
Development Portfolio
Under-Construction
- As of September 30, 2024, we had one multifamily asset under construction consisting of 775 units at our share.
- In the second quarter, The Grace and Reva (formerly known collectively as 1900 Crystal Drive) were placed into the operating multifamily portfolio as recently delivered.
Development Pipeline
- As of September 30, 2024, we had 18 assets in the development pipeline consisting of 9.3 million square feet of estimated potential development density at our share.
Third-Party Asset Management and Real Estate Services Business
- For the three months ended September 30, 2024, revenue from third-party real estate services, including reimbursements, was $17.1 million. Excluding reimbursements and service revenue from our interests in real estate ventures, revenue from our third-party asset management and real estate services business was $8.3 million, primarily driven by $5.0 million of property and asset management fees, $1.6 million of other service revenue and $1.0 million of leasing fees.
Balance Sheet
- As of September 30, 2024, our total enterprise value was approximately $4.3 billion, comprising 98.4 million common shares and units valued at $1.7 billion, and debt (net of premium / (discount) and deferred financing costs) at our share of $2.7 billion, less cash and cash equivalents at our share of $141.7 million.
- As of September 30, 2024, we had $137.0 million of cash and cash equivalents ($141.7 million of cash and cash equivalents at our share), and $644.3 million of availability under our revolving credit facility.
- Net Debt to annualized Adjusted EBITDA at our share for the three months ended September 30, 2024 was 10.6x, and our Net Debt / total enterprise value was 59.6% as of September 30, 2024.
Investing and Financing Activities
- In September 2024, we sold Fort Totten Square, a multifamily asset with 345 units and 130,664 square feet of retail space in Washington, DC, for $86.8 million.
- In September 2024, we repaid the $83.3 million mortgage loan collateralized by 201 12th Street S., 200 12th Street S. and 251 18th Street S.
- In September 2024, we extended the maturity date of the $200.0 million Tranche A-1 Term Loan by one year to January 2026. The Tranche A-1 Term Loan has an additional one-year extension option that would extend the maturity date to January 2027.
- We repurchased and retired 3.1 million common shares for $50.2 million, a weighted average purchase price per share of $16.23.
Dividends
- On October 24, 2024, our Board of Trustees declared a quarterly dividend of $0.175 per common share, payable on November 22, 2024 to shareholders of record as of November 7, 2024.
About JBG SMITH
JBG SMITH owns, operates, invests in, and develops mixed-use properties in high growth and high barrier-to-entry submarkets in and around Washington, DC, most notably National Landing. Through an intense focus on placemaking, JBG SMITH cultivates vibrant, amenity-rich, walkable neighborhoods throughout the Washington, DC metropolitan area. Approximately 75.0% of JBG SMITH's holdings are in the National Landing submarket in Northern Virginia, which is anchored by four key demand drivers: Amazon's new headquarters; Virginia Tech's under-construction $1 billion Innovation Campus; the submarket's proximity to the Pentagon; and our retail and digital placemaking initiatives and public infrastructure improvements. JBG SMITH's dynamic portfolio currently comprises 13.1 million square feet of high-growth multifamily, office and retail assets at share, 98% of which are Metro-served. It also maintains a development pipeline encompassing 9.3 million square feet of mixed-use, primarily multifamily, development opportunities. JBG SMITH is committed to the operation and development of green, smart, and healthy buildings and plans to maintain carbon neutral operations annually. For more information on JBG SMITH please visit www.jbgsmith.com.
Forward-Looking Statements
Certain statements contained herein may constitute "forward-looking statements" as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Consequently, the future results, financial condition and business of JBG SMITH Properties ("JBG SMITH," the "Company," "we," "us," "our" or similar terms) may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as "approximate," "hypothetical," "potential," "believes," "expects," "anticipates," "estimates," "intends," "plans," "would," "may" or similar expressions in this earnings release. We also note the following forward-looking statements: whether in the case of our under-construction assets and assets in the development pipeline, estimated square feet, estimated number of units and estimated potential development density are accurate; expected timing, completion, modifications and delivery dates for the projects we are developing; the ability of any or all of our demand drivers to materialize and their effect on economic impact, job growth, expansion of public transportation and related demand in the National Landing submarket; planned infrastructure and educational improvements related to Amazon's additional headquarters and the Virginia Tech Innovation Campus; our development plans related to National Landing; and our plans to maintain carbon neutral operations annually.
Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict. These factors include, among others: adverse economic conditions in the Washington, DC metropolitan area, the timing of and costs associated with development and property improvements, financing commitments, and general competitive factors. For further discussion of factors that could materially affect the outcome of our forward-looking statements and other risks and uncertainties, see "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Cautionary Statement Concerning Forward-Looking Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 and other periodic reports the Company files with the Securities and Exchange Commission. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the date hereof.
Pro Rata Information
We present certain financial information and metrics in this release "at JBG SMITH Share," which refers to our ownership percentage of consolidated and unconsolidated assets in real estate ventures (collectively, "real estate ventures") as applied to these financial measures and metrics. Financial information "at JBG SMITH Share" is calculated on an asset-by-asset basis by applying our percentage economic interest to each applicable line item of that asset's financial information. "At JBG SMITH Share" information, which we also refer to as being "at share," "our pro rata share" or "our share," is not, and is not intended to be, a presentation in accordance with GAAP. Given that a portion of our assets are held through real estate ventures, we believe this form of presentation, which presents our economic interests in the partially owned entities, provides investors valuable information regarding a significant component of our portfolio, its composition, performance and capitalization.
We do not control the unconsolidated real estate ventures and do not have a legal claim to our co-venturers' share of assets, liabilities, revenue and expenses. The operating agreements of the unconsolidated real estate ventures generally allow each co-venturer to receive cash distributions to the extent there is available cash from operations. The amount of cash each investor receives is based upon specific provisions of each operating agreement and varies depending on certain factors including the amount of capital contributed by each investor and whether any investors are entitled to preferential distributions.
With respect to any such third-party arrangement, we would not be in a position to exercise sole decision-making authority regarding the property, real estate venture or other entity, and may, under certain circumstances, be exposed to economic risks not present were a third-party not involved. We and our respective co-venturers may each have the right to trigger a buy-sell or forced sale arrangement, which could cause us to sell our interest, or acquire our co-venturers' interests, or to sell the underlying asset, either on unfavorable terms or at a time when we otherwise would not have initiated such a transaction. Our real estate ventures may be subject to debt, and the repayment or refinancing of such debt may require equity capital calls. To the extent our co-venturers do not meet their obligations to us or our real estate ventures or they act inconsistent with the interests of the real estate venture, we may be adversely affected. Because of these limitations, the non-GAAP "at JBG SMITH Share" financial information should not be considered in isolation or as a substitute for our financial statements as reported under GAAP.
Occupancy, non-GAAP financial measures, leverage metrics, operating assets and operating metrics presented in our investor package exclude our 10.0% subordinated interest in one commercial building, our 33.5% subordinated interest in four commercial buildings and our 49.0% interest in three commercial buildings, as well as the associated non-recourse mortgage loans, held through unconsolidated real estate ventures, as our investment in each real estate venture is zero, we do not anticipate receiving any near-term cash flow distributions from the real estate ventures, and we have not guaranteed their obligations or otherwise committed to providing financial support.
Non-GAAP Financial Measures
This release includes non-GAAP financial measures. For these measures, we have provided an explanation of how these non-GAAP measures are calculated and why JBG SMITH's management believes that the presentation of these measures provides useful information to investors regarding JBG SMITH's financial condition and results of operations. Reconciliations of certain non-GAAP measures to the most directly comparable GAAP financial measure are included in this earnings release. Our presentation of non-GAAP financial measures may not be comparable to similar non-GAAP measures used by other companies. In addition to "at share" financial information, the following non-GAAP measures are included in this release:
Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"), EBITDA for Real Estate ("EBITDAre") and "Adjusted EBITDA" are non-GAAP financial measures. EBITDA and EBITDAre are used by management as supplemental operating performance measures, which we believe help investors and lenders meaningfully evaluate and compare our operating performance from period-to-period by removing from our operating results the impact of our capital structure (primarily interest charges from our outstanding debt and the impact of our interest rate swaps and caps) and certain non-cash expenses (primarily depreciation and amortization expense on our assets). EBITDAre is computed in accordance with the definition established by the National Association of Real Estate Investment Trusts ("Nareit"). Nareit defines EBITDAre as GAAP net income (loss) adjusted to exclude interest expense, income taxes, depreciation and amortization expense, gains and losses on sales of real estate and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, including our share of such adjustments for unconsolidated real estate ventures. These supplemental measures may help investors and lenders understand our ability to incur and service debt and to make capital expenditures. EBITDA and EBITDAre are not substitutes for net income (loss) (computed in accordance with GAAP) and may not be comparable to similarly titled measures used by other companies.
Adjusted EBITDA represents EBITDAre adjusted for items we believe are not representative of ongoing operating results, such as Transaction and Other Costs, impairment write-downs of non-depreciable real estate, gain (loss) on the extinguishment of debt, earnings (losses) and distributions in excess of our investment in unconsolidated real estate ventures, lease liability adjustments, income from investments, business interruption insurance proceeds, litigation settlement proceeds and share-based compensation expense related to the Formation Transaction and special equity awards. We believe that adjusting such items not considered part of our comparable operations, provides a meaningful measure to evaluate and compare our performance from period-to-period.
Because EBITDA, EBITDAre and Adjusted EBITDA have limitations as analytical tools, we use EBITDA, EBITDAre and Adjusted EBITDA to supplement GAAP financial measures. Additionally, we believe that users of these measures should consider EBITDA, EBITDAre and Adjusted EBITDA in conjunction with net income (loss) and other GAAP measures in understanding our operating results.
Funds from Operations ("FFO"), "Core FFO" and Funds Available for Distribution ("FAD") are non-GAAP financial measures. FFO is computed in accordance with the definition established by Nareit in the Nareit FFO White Paper - 2018 Restatement. Nareit defines FFO as net income (loss) (computed in accordance with GAAP), excluding depreciation and amortization expense related to real estate, gains and losses from the sale of certain real estate assets, gains and losses from change in control and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, including our share of such adjustments for unconsolidated real estate ventures.
Core FFO represents FFO adjusted to exclude items which we believe are not representative of ongoing operating results, such as Transaction and Other Costs, impairment write-downs of non-depreciable real estate, gain (loss) on the extinguishment of debt, earnings (losses) and distributions in excess of our investment in unconsolidated real estate ventures, share-based compensation expense related to the Formation Transaction and special equity awards, lease liability adjustments, income from investments, business interruption insurance proceeds, litigation settlement proceeds, amortization of the management contracts intangible and the mark-to-market of derivative instruments, including our share of such adjustments for unconsolidated real estate ventures.
FAD represents Core FFO adjusted for recurring tenant improvements, leasing commissions and other capital expenditures, net deferred rent activity, third-party lease liability assumption (payments) refunds, recurring share-based compensation expense, accretion of acquired below-market leases, net of amortization of acquired above-market leases, amortization of debt issuance costs and other non-cash income and charges, including our share of such adjustments for unconsolidated real estate ventures. FAD is presented solely as a supplemental disclosure that management believes provides useful information as it relates to our ability to fund dividends.
We believe FFO, Core FFO and FAD are meaningful non-GAAP financial measures useful in comparing our levered operating performance from period-to-period and as compared to similar real estate companies because these non-GAAP measures exclude real estate depreciation and amortization expense, which implicitly assumes that the value of real estate diminishes predictably over time rather than fluctuating based on market conditions, and other non-comparable income and expenses. FFO, Core FFO and FAD do not represent cash generated from operating activities and are not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income (loss) (computed in accordance with GAAP) as a performance measure or cash flow as a liquidity measure. FFO, Core FFO and FAD may not be comparable to similarly titled measures used by other companies.
"Net Debt" is a non-GAAP financial measurement. Net Debt represents our total consolidated and unconsolidated indebtedness less cash and cash equivalents at our share. Net Debt is an important component in the calculations of Net Debt to Annualized Adjusted EBITDA and Net Debt / total enterprise value. We believe that Net Debt is a meaningful non-GAAP financial measure useful to investors because we review Net Debt as part of the management of our overall financial flexibility, capital structure and leverage. We may utilize a considerable portion of our cash and cash equivalents at any given time for purposes other than debt reduction. In addition, cash and cash equivalents at our share may not be solely controlled by us. The deduction of cash and cash equivalents at our share from consolidated and unconsolidated indebtedness in the calculation of Net Debt, therefore, should not be understood to mean that it is available exclusively for debt reduction at any given time.
Net Operating Income ("NOI") and "Annualized NOI" are non-GAAP financial measures management uses to assess an asset's performance. The most directly comparable GAAP measure is net income (loss) attributable to common shareholders. We use NOI internally as a performance measure and believe NOI provides useful information to investors regarding our financial condition and results of operations because it reflects only property related revenue (which includes base rent, tenant reimbursements and other operating revenue, net of Free Rent and payments associated with assumed lease liabilities) less operating expenses and ground rent for operating leases, if applicable. NOI also excludes deferred rent, related party management fees, interest expense, and certain other non-cash adjustments, including the accretion of acquired below-market leases and the amortization of acquired above-market leases and below-market ground lease intangibles. Management uses NOI as a supplemental performance measure of our assets and believes it provides useful information to investors because it reflects only those revenue and expense items that are incurred at the asset level, excluding non-cash items. In addition, NOI is considered by many in the real estate industry to be a useful starting point for determining the value of a real estate asset or group of assets. However, because NOI excludes depreciation and amortization expense and captures neither the changes in the value of our assets that result from use or market conditions, nor the level of capital expenditures and capitalized leasing commissions necessary to maintain the operating performance of our assets, all of which have real economic effect and could materially impact the financial performance of our assets, the utility of NOI as a measure of the operating performance of our assets is limited. NOI presented by us may not be comparable to NOI reported by other real estate investment trusts that define these measures differently. We believe to facilitate a clear understanding of our operating results, NOI should be examined in conjunction with net income (loss) attributable to common shareholders as presented in our financial statements. NOI should not be considered as an alternative to net income (loss) attributable to common shareholders as an indication of our performance or to cash flows as a measure of liquidity or our ability to make distributions. Annualized NOI represents NOI for the three months ended September 30, 2024 multiplied by four. Management believes Annualized NOI provides useful information in understanding our financial performance over a 12-month period, however, investors and other users are cautioned against attributing undue certainty to our calculation of Annualized NOI. Actual NOI for any 12-month period will depend on a number of factors beyond our ability to control or predict, including general capital markets and economic conditions, any bankruptcy, insolvency, default or other failure to pay rent by one or more of our tenants and the destruction of one or more of our assets due to terrorist attack, natural disaster or other casualty, among others. We do not undertake any obligation to update our calculation to reflect events or circumstances occurring after the date of this earnings release. There can be no assurance that the Annualized NOI shown will reflect our actual results of operations over any 12-month period.
Definitions
"Development Pipeline" refers to assets that have the potential to commence construction subject to receipt of full entitlements, completion of design and market conditions where we (i) own land or control the land through a ground lease or (ii) are under a long-term conditional contract to purchase, or enter into, a leasehold interest with respect to land.
"Estimated Potential Development Density" reflects management's estimate of developable gross square feet based on our current business plans with respect to real estate owned or controlled as of September 30, 2024. Our current business plans may contemplate development of less than the maximum potential development density for individual assets. As market conditions change, our business plans, and therefore, the Estimated Potential Development Density, could change accordingly. Given timing, zoning requirements and other factors, we make no assurance that Estimated Potential Development Density amounts will become actual density to the extent we complete development of assets for which we have made such estimates.
"First-generation" is a lease on space that had been vacant for at least nine months or a lease on newly delivered space.
"Formation Transaction" refers collectively to the spin-off on July 17, 2017 of substantially all of the assets and liabilities of Vornado Realty Trust's Washington, DC segment, which operated as Vornado / Charles E. Smith, and the acquisition of the management business and certain assets and liabilities of The JBG Companies.
"Free Rent" means the amount of base rent and tenant reimbursements that are abated according to the applicable lease agreement(s).
"GAAP" means accounting principles generally accepted in the United States of America.
"In-Service" refers to multifamily or commercial operating assets that are at or above 90% leased or have been operating and collecting rent for more than 12 months as of September 30, 2024.
"Non-Same Store" refers to all operating assets excluded from the Same Store pool.
"Same Store" refers to the pool of assets that were In-Service for the entirety of both periods being compared, excluding assets for which significant redevelopment, renovation or repositioning occurred during either of the periods being compared.
"Second-generation" is a lease on space that had been vacant for less than nine months.
"Transaction and Other Costs" include costs related to completed, potential and pursued transactions, demolition costs, and severance and other costs.
"Under-Construction" refers to assets that were under construction during the three months ended September 30, 2024.
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||||||
(Unaudited) | ||||||||||
in thousands | September 30, 2024 | December 31, 2023 | ||||||||
ASSETS | ||||||||||
Real estate, at cost: | ||||||||||
Land and improvements | $ | 1,171,458 | $ | 1,194,737 | ||||||
Buildings and improvements | 4,243,690 | 4,021,322 | ||||||||
Construction in progress, including land | 443,908 | 659,103 | ||||||||
5,859,056 | 5,875,162 | |||||||||
Less: accumulated depreciation | (1,429,079 | ) | (1,338,403 | ) | ||||||
Real estate, net | 4,429,977 | 4,536,759 | ||||||||
Cash and cash equivalents | 136,983 | 164,773 | ||||||||
Restricted cash | 33,161 | 35,668 | ||||||||
Tenant and other receivables | 30,734 | 44,231 | ||||||||
Deferred rent receivable | 185,221 | 171,229 | ||||||||
Investments in unconsolidated real estate ventures | 100,682 | 264,281 | ||||||||
Deferred leasing costs, net | 78,171 | 81,477 | ||||||||
Intangible assets, net | 49,045 | 56,616 | ||||||||
Other assets, net | 138,503 | 163,481 | ||||||||
TOTAL ASSETS | $ | 5,182,477 | $ | 5,518,515 | ||||||
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY | ||||||||||
Liabilities: | ||||||||||
Mortgage loans, net | $ | 1,816,156 | $ | 1,783,014 | ||||||
Revolving credit facility | 90,000 | 62,000 | ||||||||
Term loans, net | 717,578 | 717,172 | ||||||||
Accounts payable and accrued expenses | 99,773 | 124,874 | ||||||||
Other liabilities, net | 118,373 | 138,869 | ||||||||
Total liabilities | 2,841,880 | 2,825,929 | ||||||||
Commitments and contingencies | ||||||||||
Redeemable noncontrolling interests | 444,945 | 440,737 | ||||||||
Total equity | 1,895,652 | 2,251,849 | ||||||||
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY | $ | 5,182,477 | $ | 5,518,515 | ||||||
________________ | ||||||||||
Note: For complete financial statements, please refer to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024. | ||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||||||
(Unaudited) | ||||||||||||||||
in thousands, except per share data | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2024 | 2023 | 2024 | 2023 | |||||||||||||
REVENUE | ||||||||||||||||
Property rental | $ | 113,349 | $ | 120,294 | $ | 348,521 | $ | 364,919 | ||||||||
Third-party real estate services, including reimbursements | 17,061 | 23,942 | 52,326 | 69,588 | ||||||||||||
Other revenue | 5,616 | 7,326 | 15,683 | 22,112 | ||||||||||||
Total revenue | 136,026 | 151,562 | 416,530 | 456,619 | ||||||||||||
EXPENSES | ||||||||||||||||
Depreciation and amortization | 50,050 | 50,265 | 158,211 | 152,914 | ||||||||||||
Property operating | 39,258 | 37,588 | 110,791 | 109,112 | ||||||||||||
Real estate taxes | 11,812 | 14,413 | 40,006 | 44,061 | ||||||||||||
General and administrative: | ||||||||||||||||
Corporate and other | 11,881 | 11,246 | 43,855 | 42,462 | ||||||||||||
Third-party real estate services | 16,088 | 21,405 | 57,065 | 67,333 | ||||||||||||
Share-based compensation related to Formation Transaction and special equity awards | - | 46 | - | 397 | ||||||||||||
Transaction and other costs | 667 | 1,830 | 3,005 | 7,794 | ||||||||||||
Total expenses | 129,756 | 136,793 | 412,933 | 424,073 | ||||||||||||
OTHER INCOME (EXPENSE) | ||||||||||||||||
Income (loss) from unconsolidated real estate ventures, net | (745 | ) | (2,263 | ) | 4 | (1,320 | ) | |||||||||
Interest and other income, net | 4,573 | 7,774 | 10,105 | 14,132 | ||||||||||||
Interest expense | (35,267 | ) | (27,903 | ) | (97,400 | ) | (80,580 | ) | ||||||||
Gain (loss) on the sale of real estate, net | (5,352 | ) | 906 | (5,066 | ) | 41,606 | ||||||||||
Gain (loss) on the extinguishment of debt | 43 | - | 43 | (450 | ) | |||||||||||
Impairment loss | - | (59,307 | ) | (18,236 | ) | (59,307 | ) | |||||||||
Total other income (expense) | (36,748 | ) | (80,793 | ) | (110,550 | ) | (85,919 | ) | ||||||||
LOSS BEFORE INCOME TAX (EXPENSE) BENEFIT | (30,478 | ) | (66,024 | ) | (106,953 | ) | (53,373 | ) | ||||||||
Income tax (expense) benefit | (831 | ) | (77 | ) | 40 | (672 | ) | |||||||||
NET LOSS | (31,309 | ) | (66,101 | ) | (106,913 | ) | (54,045 | ) | ||||||||
Net loss attributable to redeemable noncontrolling interests | 4,365 | 7,926 | 12,353 | 5,961 | ||||||||||||
Net (income) loss attributable to noncontrolling interests | (36 | ) | 168 | 10,931 | 703 | |||||||||||
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ | (26,980 | ) | $ | (58,007 | ) | $ | (83,629 | ) | $ | (47,381 | ) | ||||
LOSS PER COMMON SHARE - BASIC AND DILUTED | $ | (0.32 | ) | $ | (0.58 | ) | $ | (0.95 | ) | $ | (0.45 | ) | ||||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED | 85,292 | 101,445 | 89,637 | 108,351 | ||||||||||||
________________ | ||||||||||||||||
Note: For complete financial statements, please refer to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024. | ||||||||||||||||
EBITDA, EBITDAre AND ADJUSTED EBITDA RECONCILIATIONS (NON-GAAP) | ||||||||||||||||||
(Unaudited) | ||||||||||||||||||
dollars in thousands | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2024 | 2023 | 2024 | 2023 | |||||||||||||||
EBITDA, EBITDAre and Adjusted EBITDA | ||||||||||||||||||
Net loss | $ | (31,309 | ) | $ | (66,101 | ) | $ | (106,913 | ) | $ | (54,045 | ) | ||||||
Depreciation and amortization expense | 50,050 | 50,265 | 158,211 | 152,914 | ||||||||||||||
Interest expense | 35,267 | 27,903 | 97,400 | 80,580 | ||||||||||||||
Income tax expense (benefit) | 831 | 77 | (40 | ) | 672 | |||||||||||||
Unconsolidated real estate ventures allocated share of above adjustments | 1,837 | 4,499 | 6,219 | 12,781 | ||||||||||||||
EBITDA attributable to noncontrolling interests | - | (2 | ) | - | (4 | ) | ||||||||||||
EBITDA | $ | 56,676 | $ | 16,641 | $ | 154,877 | $ | 192,898 | ||||||||||
(Gain) loss on the sale of real estate, net | 5,352 | (906 | ) | 5,066 | (41,606 | ) | ||||||||||||
Gain on the sale of unconsolidated real estate assets | - | (641 | ) | (480 | ) | (641 | ) | |||||||||||
Real estate impairment loss | - | 59,307 | - | 59,307 | ||||||||||||||
Impairment related to unconsolidated real estate ventures (1) | - | 3,319 | - | 3,319 | ||||||||||||||
EBITDAre | $ | 62,028 | $ | 77,720 | $ | 159,463 | $ | 213,277 | ||||||||||
Transaction and other costs, net of noncontrolling interests (2) | 667 | 1,830 | 3,005 | 7,794 | ||||||||||||||
Litigation settlement proceeds, net | - | (3,455 | ) | - | (3,455 | ) | ||||||||||||
(Income) loss from investments, net | (2,534 | ) | 221 | (3,206 | ) | (1,114 | ) | |||||||||||
Impairment loss related to non-depreciable real estate | - | - | 18,236 | - | ||||||||||||||
(Gain) loss on the extinguishment of debt | (43 | ) | - | (43 | ) | 450 | ||||||||||||
Share-based compensation related to Formation Transaction and special equity awards | - | 46 | - | 397 | ||||||||||||||
Earnings and distributions in excess of our investment in unconsolidated real estate venture | (335 | ) | (80 | ) | (1,006 | ) | (588 | ) | ||||||||||
Lease liability adjustments | - | - | - | (154 | ) | |||||||||||||
Unconsolidated real estate ventures allocated share of above adjustments | 227 | 31 | 227 | 33 | ||||||||||||||
Adjusted EBITDA | $ | 60,010 | $ | 76,313 | $ | 176,676 | $ | 216,640 | ||||||||||
Net Debt to Annualized Adjusted EBITDA (3) | 10.6 | x | 8.1 | x | 10.8 | x | 8.5 | x | ||||||||||
September 30, 2024 | September 30, 2023 | |||||||||||||||||
Net Debt (at JBG SMITH Share) | ||||||||||||||||||
Consolidated indebtedness (4) | $ | 2,615,724 | $ | 2,523,354 | ||||||||||||||
Unconsolidated indebtedness (4) | 66,693 | 79,992 | ||||||||||||||||
Total consolidated and unconsolidated indebtedness | 2,682,417 | 2,603,346 | ||||||||||||||||
Less: cash and cash equivalents | 141,669 | 138,282 | ||||||||||||||||
Net Debt (at JBG SMITH Share) | $ | 2,540,748 | $ | 2,465,064 | ||||||||||||||
________________ | ||||||||||||||||||
Note: All EBITDA measures as shown above are attributable to common limited partnership units ("OP Units") and certain fully vested incentive equity awards that may be convertible into OP Units. | ||||||||||||||||||
| (1) | Related to decreases in the value of the underlying real estate assets. | |||||||||||||||||
| (2) | Includes costs related to completed, potential and pursued transactions, demolition costs, severance and other costs. | |||||||||||||||||
| (3) | Quarterly Adjusted EBITDA is annualized by multiplying by four. Adjusted EBITDA for the nine months ended September 30, 2024 and 2023 is annualized by multiplying by 1.33. | |||||||||||||||||
| (4) | Net of premium/discount and deferred financing costs. | |||||||||||||||||
FFO, CORE FFO AND FAD RECONCILIATIONS (NON-GAAP) | ||||||||||||||||||
(Unaudited) | ||||||||||||||||||
in thousands, except per share data | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2024 | 2023 | 2024 | 2023 | |||||||||||||||
FFO and Core FFO | ||||||||||||||||||
Net loss attributable to common shareholders | $ | (26,980 | ) | $ | (58,007 | ) | $ | (83,629 | ) | $ | (47,381 | ) | ||||||
Net loss attributable to redeemable noncontrolling interests | (4,365 | ) | (7,926 | ) | (12,353 | ) | (5,961 | ) | ||||||||||
Net income (loss) attributable to noncontrolling interests | 36 | (168 | ) | (10,931 | ) | (703 | ) | |||||||||||
Net loss | (31,309 | ) | (66,101 | ) | (106,913 | ) | (54,045 | ) | ||||||||||
(Gain) loss on the sale of real estate, net of tax | 5,352 | (906 | ) | 3,854 | (41,606 | ) | ||||||||||||
Gain on the sale of unconsolidated real estate assets | - | (641 | ) | (480 | ) | (641 | ) | |||||||||||
Real estate depreciation and amortization | 48,385 | 48,568 | 153,203 | 147,681 | ||||||||||||||
Real estate impairment loss | - | 59,307 | - | 59,307 | ||||||||||||||
Impairment related to unconsolidated real estate ventures (1) | - | 3,319 | - | 3,319 | ||||||||||||||
Pro rata share of real estate depreciation and amortization from unconsolidated real estate ventures | 796 | 2,984 | 3,086 | 8,855 | ||||||||||||||
FFO attributable to noncontrolling interests | - | 168 | - | 703 | ||||||||||||||
FFO Attributable to OP Units | $ | 23,224 | $ | 46,698 | $ | 52,750 | $ | 123,573 | ||||||||||
FFO attributable to redeemable noncontrolling interests | (3,725 | ) | (6,600 | ) | (8,238 | ) | (17,050 | ) | ||||||||||
FFO Attributable to Common Shareholders | $ | 19,499 | $ | 40,098 | $ | 44,512 | $ | 106,523 | ||||||||||
FFO attributable to OP Units | $ | 23,224 | $ | 46,698 | $ | 52,750 | $ | 123,573 | ||||||||||
Transaction and other costs, net of tax and noncontrolling interests (2) | 754 | 1,755 | 2,738 | 7,465 | ||||||||||||||
Litigation settlement proceeds, net | - | (3,455 | ) | - | (3,455 | ) | ||||||||||||
(Income) loss from investments, net of tax | (1,919 | ) | 165 | (2,428 | ) | (836 | ) | |||||||||||
Impairment loss related to non-depreciable real estate | - | - | 18,236 | - | ||||||||||||||
Loss from mark-to-market on derivative instruments, net of noncontrolling interests | 7 | 1,572 | 77 | 6,714 | ||||||||||||||
(Gain) loss on the extinguishment of debt | (43 | ) | - | (43 | ) | 450 | ||||||||||||
Earnings and distributions in excess of our investment in unconsolidated real estate venture | (335 | ) | (80 | ) | (1,006 | ) | (588 | ) | ||||||||||
Share-based compensation related to Formation Transaction and special equity awards | - | 46 | - | 397 | ||||||||||||||
Lease liability adjustments | - | - | - | (154 | ) | |||||||||||||
Amortization of management contracts intangible, net of tax | 1,059 | 1,031 | 3,178 | 3,161 | ||||||||||||||
Unconsolidated real estate ventures allocated share of above adjustments | 230 | 63 | 230 | 104 | ||||||||||||||
Core FFO Attributable to OP Units | $ | 22,977 | $ | 47,795 | $ | 73,732 | $ | 136,831 | ||||||||||
Core FFO attributable to redeemable noncontrolling interests | (3,685 | ) | (6,755 | ) | (11,438 | ) | (18,858 | ) | ||||||||||
Core FFO Attributable to Common Shareholders | $ | 19,292 | $ | 41,040 | $ | 62,294 | $ | 117,973 | ||||||||||
FFO per common share - diluted | $ | 0.23 | $ | 0.40 | $ | 0.50 | $ | 0.98 | ||||||||||
Core FFO per common share - diluted | $ | 0.23 | $ | 0.40 | $ | 0.69 | $ | 1.09 | ||||||||||
Weighted average shares - diluted (FFO and Core FFO) | 85,446 | 101,461 | 89,806 | 108,359 | ||||||||||||||
See footnotes under table below. | ||||||||||||||||||
FFO, CORE FFO AND FAD RECONCILIATIONS (NON-GAAP) | ||||||||||||||||||
(Unaudited) | ||||||||||||||||||
in thousands, except per share data | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2024 | 2023 | 2024 | 2023 | |||||||||||||||
FAD | ||||||||||||||||||
Core FFO attributable to OP Units | $ | 22,977 | $ | 47,795 | $ | 73,732 | $ | 136,831 | ||||||||||
Recurring capital expenditures and Second-generation tenant improvements and leasing commissions (3) | (10,221 | ) | (9,225 | ) | (31,351 | ) | (28,621 | ) | ||||||||||
Straight-line and other rent adjustments (4) | (3,817 | ) | (5,226 | ) | (7,756 | ) | (19,914 | ) | ||||||||||
Third-party lease liability assumption (payments) refunds | - | - | (25 | ) | 70 | |||||||||||||
Share-based compensation expense | 4,810 | 5,995 | 25,053 | 24,480 | ||||||||||||||
Amortization of debt issuance costs | 4,030 | 3,372 | 11,963 | 6,022 | ||||||||||||||
Unconsolidated real estate ventures allocated share of above adjustments | 381 | 875 | 1,041 | 1,918 | ||||||||||||||
Non-real estate depreciation and amortization | 290 | 323 | 883 | 1,019 | ||||||||||||||
FAD available to OP Units (A) | $ | 18,450 | $ | 43,909 | $ | 73,540 | $ | 121,805 | ||||||||||
Distributions to common shareholders and unitholders (B) | $ | 17,891 | $ | 26,801 | $ | 55,901 | $ | 84,104 | ||||||||||
FAD Payout Ratio (B÷A) (5) | 97.0 | % | 61.0 | % | 76.0 | % | 69.0 | % | ||||||||||
Capital Expenditures | ||||||||||||||||||
Maintenance and recurring capital expenditures | $ | 4,808 | $ | 3,964 | $ | 10,365 | $ | 11,644 | ||||||||||
Share of maintenance and recurring capital expenditures from unconsolidated real estate ventures | - | 10 | 16 | 45 | ||||||||||||||
Second-generation tenant improvements and leasing commissions | 5,413 | 5,222 | 20,949 | 16,769 | ||||||||||||||
Share of Second-generation tenant improvements and leasing commissions from unconsolidated real estate ventures | - | 29 | 21 | 163 | ||||||||||||||
Recurring capital expenditures and Second-generation tenant improvements and leasing commissions | 10,221 | 9,225 | 31,351 | 28,621 | ||||||||||||||
Non-recurring capital expenditures | 1,718 | 10,422 | 8,508 | 31,019 | ||||||||||||||
Share of non-recurring capital expenditures from unconsolidated real estate ventures | - | - | 28 | 5 | ||||||||||||||
First-generation tenant improvements and leasing commissions | 1,367 | 7,288 | 6,584 | 14,587 | ||||||||||||||
Share of First-generation tenant improvements and leasing commissions from unconsolidated real estate ventures | 18 | 94 | 105 | 647 | ||||||||||||||
Non-recurring capital expenditures | 3,103 | 17,804 | 15,225 | 46,258 | ||||||||||||||
Total JBG SMITH Share of Capital Expenditures | $ | 13,324 | $ | 27,029 | $ | 46,576 | $ | 74,879 | ||||||||||
________________ | ||||||||||||||||||
| (1) | Related to decreases in the value of the underlying real estate assets. | |||||||||||||||||
| (2) | Includes costs related to completed, potential and pursued transactions, demolition costs, severance and other costs. | |||||||||||||||||
| (3) | Includes amounts, at JBG SMITH Share, related to unconsolidated real estate ventures. | |||||||||||||||||
| (4) | Includes straight-line rent, above/below market lease amortization and lease incentive amortization. | |||||||||||||||||
| (5) | The FAD payout ratio is not necessarily indicative of an amount for the full year due to fluctuation in the timing of capital expenditures, the commencement of new leases and the seasonality of our operations. | |||||||||||||||||
NOI RECONCILIATIONS (NON-GAAP) | ||||||||||||||||||
(Unaudited) | ||||||||||||||||||
dollars in thousands | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2024 | 2023 | 2024 | 2023 | |||||||||||||||
Net loss attributable to common shareholders | $ | (26,980 | ) | $ | (58,007 | ) | $ | (83,629 | ) | $ | (47,381 | ) | ||||||
Net loss attributable to redeemable noncontrolling interests | (4,365 | ) | (7,926 | ) | (12,353 | ) | (5,961 | ) | ||||||||||
Net income (loss) attributable to noncontrolling interests | 36 | (168 | ) | (10,931 | ) | (703 | ) | |||||||||||
Net loss | (31,309 | ) | (66,101 | ) | (106,913 | ) | (54,045 | ) | ||||||||||
Add: | ||||||||||||||||||
Depreciation and amortization expense | 50,050 | 50,265 | 158,211 | 152,914 | ||||||||||||||
General and administrative expense: | ||||||||||||||||||
Corporate and other | 11,881 | 11,246 | 43,855 | 42,462 | ||||||||||||||
Third-party real estate services | 16,088 | 21,405 | 57,065 | 67,333 | ||||||||||||||
Share-based compensation related to Formation Transaction and special equity awards | - | 46 | - | 397 | ||||||||||||||
Transaction and other costs | 667 | 1,830 | 3,005 | 7,794 | ||||||||||||||
Interest expense | 35,267 | 27,903 | 97,400 | 80,580 | ||||||||||||||
(Gain) loss on the extinguishment of debt | (43 | ) | - | (43 | ) | 450 | ||||||||||||
Impairment loss | - | 59,307 | 18,236 | 59,307 | ||||||||||||||
Income tax expense (benefit) | 831 | 77 | (40 | ) | 672 | |||||||||||||
Less: | ||||||||||||||||||
Third-party real estate services, including reimbursements revenue | 17,061 | 23,942 | 52,326 | 69,588 | ||||||||||||||
Other revenue | 2,827 | 2,704 | 16,216 | 8,276 | ||||||||||||||
Income (loss) from unconsolidated real estate ventures, net | (745 | ) | (2,263 | ) | 4 | (1,320 | ) | |||||||||||
Interest and other income, net | 4,573 | 7,774 | 10,105 | 14,132 | ||||||||||||||
Gain (loss) on the sale of real estate, net | (5,352 | ) | 906 | (5,066 | ) | 41,606 | ||||||||||||
Consolidated NOI | 65,068 | 72,915 | 197,191 | 225,582 | ||||||||||||||
NOI attributable to unconsolidated real estate ventures at our share | 1,292 | 5,374 | 5,506 | 14,977 | ||||||||||||||
Non-cash rent adjustments (1) | (3,817 | ) | (5,226 | ) | (7,756 | ) | (19,914 | ) | ||||||||||
Other adjustments (2) | 5,793 | 5,803 | 16,486 | 17,820 | ||||||||||||||
Total adjustments | 3,268 | 5,951 | 14,236 | 12,883 | ||||||||||||||
NOI | $ | 68,336 | $ | 78,866 | $ | 211,427 | $ | 238,465 | ||||||||||
Less: out-of-service NOI loss (3) | (2,261 | ) | (995 | ) | (7,632 | ) | (2,606 | ) | ||||||||||
Operating Portfolio NOI | $ | 70,597 | $ | 79,861 | $ | 219,059 | $ | 241,071 | ||||||||||
Non-Same Store NOI (4) | 2,012 | 11,607 | 7,466 | 37,961 | ||||||||||||||
Same Store NOI (5) | $ | 68,585 | $ | 68,254 | $ | 211,593 | $ | 203,110 | ||||||||||
Change in Same Store NOI | 0.5 | % | 4.2 | % | ||||||||||||||
Number of properties in Same Store pool | 39 | 39 | ||||||||||||||||
________________ | ||||||||||||||||||
| (1) | Adjustment to exclude straight-line rent, above/below market lease amortization and lease incentive amortization. | |||||||||||||||||
| (2) | Adjustment to include other revenue and payments associated with assumed lease liabilities related to operating properties and to exclude commercial lease termination revenue and related party management fees. | |||||||||||||||||
| (3) | Includes the results of our Under-Construction assets and assets in the Development Pipeline. | |||||||||||||||||
| (4) | Includes the results of properties that were not In-Service for the entirety of both periods being compared, including disposed properties, and properties for which significant redevelopment, renovation or repositioning occurred during either of the periods being compared. | |||||||||||||||||
| (5) | Includes the results of the properties that are owned, operated and In-Service for the entirety of both periods being compared. | |||||||||||||||||
Contacts
Kevin Connolly
Executive Vice President, Portfolio Management & Investor Relations
(240) 333-3837
kconnolly@jbgsmith.com
