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JBG SMITH Announces First Quarter 2022 Results

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 March 31, 2022 and reported its financial results. Additional information regarding our results of operations, properties and tenants can be found in our First Quarter 2022 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.

First Quarter 2022 Highlights

  • For the three months ended March 31, 2022, net loss, Funds From Operations ("FFO") and Core FFO attributable to common shareholders were:

 

FIRST QUARTER COMPARISON

in millions, except per share amounts

Three Months Ended

 

March 31, 2022

 

March 31, 2021

 

Amount

Per Diluted Share

 

Amount

Per Diluted Share

Net loss

$

-

 

$

-

 

 

$

(20.7

)

$

(0.16

)

FFO

$

51.3

 

$

0.40

 

 

$

42.3

 

$

0.32

 

Core FFO

$

42.7

 

$

0.34

 

 

$

49.6

 

$

0.38

 

  • Annualized Net Operating Income ("NOI") for the three months ended March 31, 2022 was $370.7 million, compared to $345.8 million for the three months ended December 31, 2021, at our share.
  • Same Store NOI ("SSNOI") at our share increased 12.0% year-over-year to $88.5 million for the three months ended March 31, 2022.
    • The increase in SSNOI for the three months ended March 31, 2022 was substantially attributable to (i) higher occupancy and rents, and lower concessions in our multifamily portfolio and (ii) cash basis tenants paying previously deferred rent, a decrease in uncollectible operating lease receivables and an increase in parking revenue in our commercial portfolio.
  • NOI for our operating portfolio increased 14.3% year-over-year to $92.4 million, and Adjusted EBITDA decreased 14.9% year-over-year to $67.9 million for the three months ended March 31, 2022.

Operating Portfolio

  • The operating commercial portfolio was 85.2% leased and 83.3% occupied as of March 31, 2022, compared to 84.9% and 82.9% as of December 31, 2021, at our share.
  • The operating multifamily portfolio was 94.1% leased and 91.6% occupied as of March 31, 2022, compared to 93.6% and 91.8% as of December 31, 2021, at our share. Our multifamily portfolio in-service assets were 95.5% leased and 92.9% occupied as of March 31, 2022, compared to 95.4% and 93.4% as of December 31, 2021, at our share.
  • Executed approximately 210,000 square feet of office leases at our share during the three months ended March 31, 2022, comprising approximately 23,000 square feet of first-generation leases and approximately 187,000 square feet of second-generation leases, which generated a 9.0% rental rate increase on a GAAP basis and a 1.1% rental rate decrease on a cash basis.

Disposition and Recapitalization Activity Subsequent to March 31, 2022

  • On April 1, 2022, we sold the Universal Buildings, commercial assets located in Washington DC, for $228.0 million.
  • On April 13, 2022, we formed an unconsolidated real estate venture with affiliates of Fortress Investment Group LLC ("Fortress") to recapitalize a 1.6 million square foot office portfolio and land parcels valued at $580.0 million comprising four wholly owned commercial assets (7200 Wisconsin Avenue, 1730 M Street, RTC-West/RTC-West Trophy Office/RTC-West Land and Courthouse Plaza 1 and 2), which were classified as assets held for sale as of March 31, 2022. Fortress contributed $131.0 million for a 66.5% interest in the venture. In connection with the transaction, the real estate venture obtained mortgage loans totaling $458.0 million secured by the properties, of which $402.0 million was drawn at closing. We will provide asset management, property management and leasing services to the venture.
  • On April 29, 2022, we sold a 99-year term leasehold interest in a future development asset located in Reston, VA.
  • Excluding assets sold and recapitalized subsequent to March 31, 2022:
    • The operating commercial portfolio would have been 87.0% leased and 85.5% occupied as of March 31, 2022, at our share.
    • SSNOI would have increased 14.9% to $76.8 million for the three months ended March 31, 2022 compared to the three months ended March 31, 2021.
    • Please see adjusted portfolio metrics on page 11 of the Supplemental Information for more information.

Development Portfolio

Under-Construction

  • As of March 31, 2022, we had two multifamily assets under construction consisting of 1,583 units at our share.
  • As previously announced, we commenced construction on 2000 South Bell Street and 2001 South Bell Street ("2000/2001 South Bell Street") in National Landing, a 775-unit multifamily asset.

Near-Term Development Pipeline

  • As of March 31, 2022, we had nine near-term development pipeline assets consisting of 3.9 million square feet of estimated potential development density at our share.
  • Excluding the assets recapitalized after the quarter end, we had eight near-term development pipeline assets consisting of 3.5 million square feet of estimated potential development density at our share.

Future Development Pipeline

  • As of March 31, 2022, we had 20 future development pipeline assets consisting of 10.5 million square feet of estimated potential development density at our share, including the 2.1 million square feet held for sale to Amazon.com, Inc. ("Amazon").
  • Excluding assets recapitalized after quarter end and Pen Place, which is held for sale to Amazon, we had 16 future development pipeline assets consisting of 6.3 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 March 31, 2022, revenue from third-party real estate services, including reimbursements, was $24.0 million. Excluding reimbursements and service revenue from our interests in consolidated and unconsolidated real estate ventures, revenue from our third-party asset management and real estate services business was $12.3 million, primarily driven by $6.1 million of property and asset management fees, $3.5 million of development fees, $1.8 million of leasing fees and $0.6 million of other service revenue.

Balance Sheet

  • As of March 31, 2022, our total enterprise value was approximately $6.7 billion, comprising 139.6 million common shares and units valued at $4.1 billion, and debt (net of premium / (discount) and deferred financing costs) at our share of $2.8 billion, less cash and cash equivalents at our share of $207.6 million.
  • As of March 31, 2022, we had $189.1 million of cash and cash equivalents ($207.6 million of cash and cash equivalents at our share), and $699.5 million of capacity under our credit facility.
  • Net debt to annualized Adjusted EBITDA at our share for the three months ended March 31, 2022 was 9.6x and our net debt / total enterprise value was 39.1% as of March 31, 2022. Net debt to annualized Adjusted EBITDA for the three months ended March 31, 2022 would have been 7.6x and our net debt / total enterprise value would have been 30.1% as of March 31, 2022, after adjusting for net proceeds from the sales and recapitalizations which closed subsequent to quarter end, and $198.0 million of gross proceeds from the sale of Pen Place that is expected to close in Q2 2022.

Investing and Financing Activities

  • In January 2022, one of our unconsolidated real ventures sold various assets for $15.4 million at our share.
  • In January 2022, we sold investments in equity securities for $17.8 million, resulting in a realized gain of $13.9 million.
  • As previously announced, effective as of January 14, 2022, the Tranche A-1 Term Loan was amended to extend the maturity date to January 2025 with two one-year extension options, and to amend the leverage-based pricing grid to Secured Overnight Financing Rate plus 1.15%, based upon our current leverage level.
  • We repurchased and retired 3.3 million common shares for $93.1 million, a weighted average purchase price per share of $27.86.

Subsequent to March 31, 2022:

  • We repurchased and retired 707,000 common shares for $19.4 million, a weighted average purchase price per share of $27.39.
  • We repaid $210.0 million on our revolving credit facility.

Dividends

  • On April 29, 2022, our Board of Trustees declared a quarterly dividend of $0.225 per common share, payable on May 27, 2022 to shareholders of record as of May 13, 2022.

About JBG SMITH

JBG SMITH owns, operates, invests in and develops a dynamic portfolio of mixed-use properties in the high growth and high barrier-to-entry submarkets in and around Washington, DC. Through an intense focus on placemaking, JBG SMITH cultivates vibrant, amenity-rich, walkable neighborhoods throughout the Washington, DC metropolitan area. Over half of JBG SMITH’s holdings are in the National Landing submarket in Northern Virginia, where it serves as the developer for Amazon’s new headquarters, and where Virginia Tech’s $1 billion Innovation Campus is under construction. JBG SMITH's portfolio currently comprises 17.9 million square feet of high-growth office, multifamily and retail assets at share, 99% of which are metro-served. It also maintains a development pipeline encompassing 14.4 million square feet of mixed-use 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. One of the most significant factors that could cause actual outcomes to differ materially from our forward-looking statements is the adverse effect of the current pandemic of the novel coronavirus, or COVID-19, and the ensuing economic turmoil on the Company, our financial condition, results of operations, cash flows, performance, our tenants, the real estate market, and the global economy and financial markets. The extent to which COVID-19 continues to impact us and our tenants depends on future developments, many of which are highly uncertain and cannot be predicted with confidence. These developments include: the continued severity, duration, transmission rate and geographic spread of COVID-19 in the United States, the duration of associated immunity and vaccine efficacy against variants of COVID-19, the extent and effectiveness of other containment measures taken, and the response of the overall economy, the financial markets and the population (including the potential effects of inflation), particularly in areas in which we operate, and whether the residential market in the Washington, DC area and any of our properties will be materially impacted by the various moratoriums on residential evictions, among others. Moreover, investors are cautioned to interpret many of the risks identified under the section titled "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 as being heightened as a result of the ongoing and numerous adverse impacts of the COVID-19 pandemic. We also note the following forward-looking statements: the impact of COVID-19 and the ensuing economic turmoil on our Company, NOI, SSNOI, net asset value, share price, occupancy rates, revenue from our multifamily and commercial portfolios, operating costs, deferrals of rent, uncollectible operating lease receivables, parking revenue, and burn-off of rent abatement; the impact of disruptions to the credit and capital markets on our ability to access capital, including refinancing maturing debt; changes to the amount and manner in which tenants use space; whether we incur additional costs or make additional concessions or offer other incentives to existing or prospective tenants to reconfigure space; whether the Washington, DC area will be more resilient than other parts of the country in any recession resulting from COVID-19; whether we will recognize currently estimated unrecognized development fee revenue on the anticipated timing or at all; our annual dividend per share and dividend yield; whether in the case of our under-construction and near-term development pipeline assets, estimated square feet, estimated number of units and in the case of our future development pipeline assets, estimated potential development density are accurate; expected key Amazon transaction terms and timeframes for closing any Amazon transactions not yet closed; planned infrastructure and educational improvements related to Amazon's additional headquarters and the Virginia Tech Innovation Campus; the economic impact, job growth, expansion of public transportation and related demand for multifamily and commercial properties of Amazon's additional headquarters on the DC area and National Landing and the speed with which such impact occurs and Amazon’s plans for accelerated hiring and in-person work requirements; the impact of our role as the developer, property manager and retail leasing agent in connection with Amazon's new headquarters; our development plans related to National Landing; our ability to satisfy environmental, social or governance standards set by various constituencies; whether we can access agency debt secured by our currently unencumbered multifamily assets timely, on reasonable terms or at all; whether our contemplated like-kind exchange of The Batley will occur; whether our sale of Pen Place will generate the amount of proceeds anticipated; and whether the allocation of capital to our share repurchase plan has any impact on our share price.

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, including in relation to COVID-19, 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, 2021 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 substantial 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.

Disposition and Recapitalization Activity Subsequent to March 31, 2022 – Adjustment of Calculations

On April 1, 2022, we sold the Universal Buildings, commercial assets located in Washington DC, for $228.0 million.

On April 13, 2022, we formed an unconsolidated real estate venture with affiliates of Fortress Investment Group LLC ("Fortress") to recapitalize a 1.6 million square foot office portfolio and land parcels valued at $580.0 million comprising four wholly owned commercial assets (7200 Wisconsin Avenue, 1730 M Street, RTC-West/RTC-West Trophy Office/RTC-West Land and Courthouse Plaza 1 and 2), which were classified as assets held for sale as of March 31, 2022. Fortress contributed $131.0 million for a 66.5% interest in the venture. In connection with the transaction, the real estate venture obtained mortgage loans totaling $458.0 million secured by the properties, of which $402.0 million was drawn at closing. We will provide asset management, property management and leasing services to the venture. Because our interest in the venture is subordinated to a 15% preferred return to Fortress, we do not anticipate receiving any near-term cash flow distributions from it. Where noted and going forward, these assets will be excluded from the occupancy, non-GAAP financial measures and leverage metrics presented in our investor package.

On April 29, 2022, we sold a 99-year term leasehold interest in a future development asset located in Reston, VA.

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 certain non-cash expenses (primarily depreciation and amortization 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 expenses, 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 of 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 right-of-use assets associated with leases in which we are a lessee, 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 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 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 (net of tax) which we believe are not representative of ongoing operating results, such as Transaction and Other Costs, impairment write-downs of right-of-use assets associated with leases in which we are a lessee, gains (or losses) 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, 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 less recurring tenant improvements, leasing commissions and other capital expenditures, net deferred rent activity, third-party lease liability assumption payments, 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 and other non-comparable income and expenses, which implicitly assumes that the value of real estate diminishes predictably over time rather than fluctuating based on market conditions. 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 a segment'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 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 REITs 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, for all assets except Crystal City Marriott, represents NOI for the three months ended March 31, 2022 multiplied by four. Due to seasonality in the hospitality business, Annualized NOI for Crystal City Marriott represents the trailing 12‑month NOI as of March 31, 2022. 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.

"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, which excludes assets for which significant redevelopment, renovation, or repositioning occurred during either of the periods being compared.

Definitions

"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 March 31, 2022. 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).

"Future Development Pipeline" refers to assets that are development opportunities on which we do not intend to commence construction within the next three years 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.

"GAAP" refers to accounting principles generally accepted in the United States of America.

"In-Service" refers to commercial or multifamily assets that are at or above 90% leased or have been operating and collecting rent for more than 12 months as of March 31, 2022.

"Near-Term Development Pipeline" refers to select assets that have the potential to commence construction over the next three years, subject to receipt of full entitlements, completion of design and market conditions.

"Second-generation" is a lease on space that had been vacant for less than nine months.

"Transaction and Other Costs" include demolition costs, integration and severance costs, pursuit costs related to other completed, potential and pursued transactions, as well as other expenses.

"Under-Construction" refers to assets that were under construction during the three months ended March 31, 2022.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

 

 

 

 

 

 

 

 

in thousands

 

March 31, 2022

 

December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

Real estate, at cost:

 

 

 

 

 

 

 

 

Land and improvements

 

$

1,212,501

 

$

1,378,218

 

 

Buildings and improvements

 

 

3,968,601

 

 

4,513,606

 

 

Construction in progress, including land

 

 

348,523

 

 

344,652

 

 

 

 

 

5,529,625

 

 

6,236,476

 

 

Less: accumulated depreciation

 

 

(1,216,402)

 

 

(1,368,003)

 

 

Real estate, net

 

 

4,313,223

 

 

4,868,473

 

 

Cash and cash equivalents

 

 

189,140

 

 

264,356

 

 

Restricted cash

 

 

30,073

 

 

37,739

 

 

Tenant and other receivables

 

 

45,702

 

 

44,496

 

 

Deferred rent receivable

 

 

151,024

 

 

192,265

 

 

Investments in unconsolidated real estate ventures

 

 

461,444

 

 

462,885

 

 

Intangible assets, net

 

 

162,139

 

 

201,956

 

 

Other assets, net

 

 

71,385

 

 

240,160

 

 

Assets held for sale

 

 

891,750

 

 

73,876

 

 

TOTAL ASSETS

 

$

6,315,880

 

$

6,386,206

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

Mortgages payable, net

 

$

1,613,082

 

$

1,777,699

 

 

Revolving credit facility

 

 

300,000

 

 

300,000

 

 

Unsecured term loans, net

 

 

398,332

 

 

398,664

 

 

Accounts payable and accrued expenses

 

 

108,436

 

 

106,136

 

 

Other liabilities, net

 

 

106,929

 

 

342,565

 

 

Liabilities related to assets held for sale

 

 

368,006

 

 

 

 

Total liabilities

 

 

2,894,785

 

 

2,925,064

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Redeemable noncontrolling interests

 

 

546,049

 

 

522,725

 

 

Total equity

 

 

2,875,046

 

 

2,938,417

 

 

TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY

 

$

6,315,880

 

$

6,386,206

 

_________________
Note: For complete financial statements, please refer to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

 

 

 

 

in thousands, except per share data

 

Three Months Ended March 31,

 

 

2022

 

2021

REVENUE

 

 

 

 

 

 

Property rental

 

$

131,598

 

$

122,241

Third-party real estate services, including reimbursements

 

 

23,970

 

 

38,107

Other revenue

 

 

6,397

 

 

4,941

Total revenue

 

 

161,965

 

 

165,289

EXPENSES

 

 

 

 

 

 

Depreciation and amortization

 

 

58,062

 

 

64,726

Property operating

 

 

40,644

 

 

34,731

Real estate taxes

 

 

18,186

 

 

18,310

General and administrative:

 

 

 

 

 

 

Corporate and other

 

 

15,815

 

 

12,475

Third-party real estate services

 

 

27,049

 

 

28,936

Share-based compensation related to Formation Transaction and special equity awards

 

 

2,244

 

 

4,945

Transaction and other costs

 

 

899

 

 

3,690

Total expenses

 

 

162,899

 

 

167,813

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

Income (loss) from unconsolidated real estate ventures, net

 

 

3,145

 

 

(943)

Interest and other income, net

 

 

14,246

 

 

9

Interest expense

 

 

(16,278)

 

 

(16,296)

Loss on the sale of real estate

 

 

(136)

 

 

Loss on the extinguishment of debt

 

 

(591)

 

 

Total other income (expense)

 

 

386

 

 

(17,230)

LOSS BEFORE INCOME TAX (EXPENSE) BENEFIT

 

 

(548)

 

 

(19,754)

Income tax (expense) benefit

 

 

471

 

 

(4,315)

NET LOSS

 

 

(77)

 

 

(24,069)

Net (income) loss attributable to redeemable noncontrolling interests

 

 

(10)

 

 

2,230

Net loss attributable to noncontrolling interests

 

 

55

 

 

1,108

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS

 

$

(32)

 

$

(20,731)

LOSS PER COMMON SHARE - BASIC AND DILUTED

 

$

 

$

(0.16)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED

 

 

126,682

 

 

131,540

_________________
Note: For complete financial statements, please refer to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.

EBITDA, EBITDAre AND ADJUSTED EBITDA RECONCILIATIONS (NON-GAAP)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

dollars in thousands

 

Three Months Ended March 31,

 

 

 

 

2022

 

2021

 

 

 

 

 

 

 

 

 

 

 

EBITDA, EBITDAre and Adjusted EBITDA

 

 

 

 

 

 

 

 

Net loss

 

$

(77)

 

$

(24,069)

 

 

Depreciation and amortization expense

 

 

58,062

 

 

64,726

 

 

Interest expense

 

 

16,278

 

 

16,296

 

 

Income tax expense (benefit)

 

 

(471)

 

 

4,315

 

 

Unconsolidated real estate ventures allocated share of above adjustments

 

 

9,829

 

 

10,164

 

 

EBITDA attributable to noncontrolling interests

 

 

(26)

 

 

1,071

 

 

EBITDA

 

$

83,595

 

$

72,503

 

 

Loss on the sale of real estate

 

 

136

 

 

 

 

Gain on the sale of unconsolidated real estate assets

 

 

(5,243)

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDAre

 

$

78,488

 

$

72,503

 

 

Transaction and other costs (1)

 

 

865

 

 

2,582

 

 

Income from investments, net

 

 

(14,071)

 

 

 

 

Loss on the extinguishment of debt

 

 

591

 

 

 

 

Share-based compensation related to Formation Transaction and special equity awards

 

 

2,244

 

 

4,945

 

 

Earnings and distributions in excess of our investment in unconsolidated real estate venture

 

 

(441)

 

 

(330)

 

 

Unconsolidated real estate ventures allocated share of above adjustments

 

 

204

 

 

31

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

67,880

 

$

79,731

 

 

 

 

 

 

 

 

 

 

 

Net Debt to Annualized Adjusted EBITDA (2)

 

 

9.6

x

 

6.8

x

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2022

 

March 31, 2021

 

 

Net Debt (at JBG SMITH Share)

 

 

 

 

 

 

 

 

Consolidated indebtedness (3)

 

$

2,464,640

 

$

1,979,208

 

 

Unconsolidated indebtedness (3)

 

 

362,861

 

 

401,389

 

 

Total consolidated and unconsolidated indebtedness

 

 

2,827,501

 

 

2,380,597

 

 

Less: cash and cash equivalents

 

 

207,568

 

 

223,142

 

 

Net Debt (at JBG SMITH Share)

 

$

2,619,933

 

$

2,157,455

 

________________
Note: All EBITDA measures as shown above are attributable to common limited partnership units ("OP Units").

(1)

 

Includes demolition costs, integration and severance costs, pursuit costs related to other completed, potential and pursued transactions, as well as other expenses. For the three months ended March 31, 2022 and 2021, excludes $34,000 and $1.1 million of transaction costs attributable to noncontrolling interests.

(2)

 

Calculated using the Net Debt below. Quarterly Adjusted EBITDA is annualized by multiplying by four. Net debt to annualized Adjusted EBITDA for the three months ended March 31, 2022 would have been 7.6x after adjusting for net proceeds from the sales and recapitalizations which closed subsequent to quarter end, and $198.0 million of gross proceeds from the sale of Pen Place that is expected to close in the second quarter of 2022.

(3)

 

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 March 31,

 

 

 

 

2022

 

2021

 

 

 

 

 

 

 

 

 

 

 

FFO and Core FFO

 

 

 

 

 

 

 

 

Net loss attributable to common shareholders

 

$

(32)

 

$

(20,731)

 

 

Net income (loss) attributable to redeemable noncontrolling interests

 

 

10

 

 

(2,230)

 

 

Net loss attributable to noncontrolling interests

 

 

(55)

 

 

(1,108)

 

 

Net loss

 

 

(77)

 

 

(24,069)

 

 

Loss on the sale of real estate

 

 

136

 

 

 

 

Gain on the sale of unconsolidated real estate assets

 

 

(5,243)

 

 

 

 

Real estate depreciation and amortization

 

 

55,517

 

 

62,500

 

 

Pro rata share of real estate depreciation and amortization from unconsolidated real estate ventures

 

 

6,870

 

 

7,311

 

 

FFO attributable to noncontrolling interests

 

 

(26)

 

 

1,071

 

 

FFO Attributable to OP Units

 

$

57,177

 

$

46,813

 

 

FFO attributable to redeemable noncontrolling interests

 

 

(5,877)

 

 

(4,485)

 

 

FFO Attributable to Common Shareholders

 

$

51,300

 

$

42,328

 

 

 

 

 

 

 

 

 

 

 

FFO attributable to OP Units

 

$

57,177

 

$

46,813

 

 

Transaction and other costs, net of tax (1)

 

 

843

 

 

2,552

 

 

Income from investments, net

 

 

(10,538)

 

 

 

 

Gain from mark-to-market on derivative instruments

 

 

(3,367)

 

 

(133)

 

 

Loss on the extinguishment of debt

 

 

591

 

 

 

 

Earnings and distributions in excess of our investment in unconsolidated real estate venture

 

 

(441)

 

 

(330)

 

 

Share-based compensation related to Formation Transaction and special equity awards

 

 

2,244

 

 

4,945

 

 

Amortization of management contracts intangible, net of tax

 

 

1,105

 

 

1,072

 

 

Unconsolidated real estate ventures allocated share of above adjustments

 

 

(48)

 

 

(10)

 

 

Core FFO Attributable to OP Units

 

$

47,566

 

$

54,909

 

 

Core FFO attributable to redeemable noncontrolling interests

 

 

(4,889)

 

 

(5,260)

 

 

Core FFO Attributable to Common Shareholders

 

$

42,677

 

$

49,649

 

 

FFO per common share - diluted

 

$

0.40

 

$

0.32

 

 

Core FFO per common share - diluted

 

$

0.34

 

$

0.38

 

 

Weighted average shares - diluted (FFO and Core FFO)

 

 

126,688

 

 

131,542

 

 

See footnotes under table below.

FFO, CORE FFO AND FAD RECONCILIATIONS (NON-GAAP)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

in thousands, except per share data

 

Three Months Ended March 31,

 

 

 

 

2022

 

2021

 

 

 

 

 

 

 

 

 

 

 

FAD

 

 

 

 

 

 

 

 

Core FFO attributable to OP Units

 

$

47,566

 

$

54,909

 

 

Recurring capital expenditures and Second-generation tenant improvements and leasing commissions (2)

 

 

(13,702)

 

 

(10,431)

 

 

Straight-line and other rent adjustments (3)

 

 

(1,791)

 

 

(4,765)

 

 

Third-party lease liability assumption payments

 

 

 

 

(678)

 

 

Share-based compensation expense

 

 

10,493

 

 

8,070

 

 

Amortization of debt issuance costs

 

 

1,176

 

 

1,105

 

 

Unconsolidated real estate ventures allocated share of above adjustments

 

 

(648)

 

 

(1,326)

 

 

Non-real estate depreciation and amortization

 

 

1,068

 

 

750

 

 

FAD available to OP Units (A)

 

$

44,162

 

$

47,634

 

 

Distributions to common shareholders and unitholders (B)

 

$

32,603

 

$

35,435

 

 

FAD Payout Ratio (B÷A) (4)

 

 

73.8

%

 

74.4

%

 

 

 

 

 

 

 

 

 

 

Capital Expenditures

 

 

 

 

 

 

 

 

Maintenance and recurring capital expenditures

 

$

4,820

 

$

3,926

 

 

Share of maintenance and recurring capital expenditures from unconsolidated real estate ventures

 

 

82

 

 

47

 

 

Second-generation tenant improvements and leasing commissions

 

 

8,594

 

 

6,064

 

 

Share of Second-generation tenant improvements and leasing commissions from unconsolidated real estate ventures

 

 

206

 

 

394

 

 

Recurring capital expenditures and Second-generation tenant improvements and leasing commissions

 

 

13,702

 

 

10,431

 

 

Non-recurring capital expenditures

 

 

12,810

 

 

2,836

 

 

Share of non-recurring capital expenditures from unconsolidated real estate ventures

 

 

12

 

 

51

 

 

First-generation tenant improvements and leasing commissions

 

 

4,450

 

 

835

 

 

Share of First-generation tenant improvements and leasing commissions from unconsolidated real estate ventures

 

 

473

 

 

1,192

 

 

Non-recurring capital expenditures

 

 

17,745

 

 

4,914

 

 

Total JBG SMITH Share of Capital Expenditures

 

$

31,447

 

$

15,345

 

________________

(1)

 

Includes demolition costs, integration and severance costs, pursuit costs related to other completed, potential and pursued transactions, as well as other expenses. For the three months ended March 31, 2022 and 2021, excludes $34,000 and $1.1 million of transaction costs attributable to noncontrolling interests.

(2)

 

Includes amounts, at JBG SMITH Share, related to unconsolidated real estate ventures.

(3)

 

Includes straight-line rent, above/below market lease amortization and lease incentive amortization.

(4)

 

The quarterly 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 March 31,

 

 

 

 

2022

 

2021

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to common shareholders

 

$

(32)

 

$

(20,731)

 

 

Add:

 

 

 

 

 

 

 

 

Depreciation and amortization expense

 

 

58,062

 

 

64,726

 

 

General and administrative expense:

 

 

 

 

 

 

 

 

Corporate and other

 

 

15,815

 

 

12,475

 

 

Third-party real estate services

 

 

27,049

 

 

28,936

 

 

Share-based compensation related to Formation Transaction and special equity awards

 

 

2,244

 

 

4,945

 

 

Transaction and other costs

 

 

899

 

 

3,690

 

 

Interest expense

 

 

16,278

 

 

16,296

 

 

Loss on the extinguishment of debt

 

 

591

 

 

 

 

Income tax expense (benefit)

 

 

(471)

 

 

4,315

 

 

Net income (loss) attributable to redeemable noncontrolling interests

 

 

10

 

 

(2,230)

 

 

Net loss attributable to noncontrolling interests

 

 

(55)

 

 

(1,108)

 

 

Less:

 

 

 

 

 

 

 

 

Third-party real estate services, including reimbursements revenue

 

 

23,970

 

 

38,107

 

 

Other revenue

 

 

2,196

 

 

2,186

 

 

Income (loss) from unconsolidated real estate ventures, net

 

 

3,145

 

 

(943)

 

 

Interest and other income, net

 

 

14,246

 

 

9

 

 

Loss on the sale of real estate

 

 

(136)

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated NOI

 

 

76,969

 

 

71,955

 

 

NOI attributable to unconsolidated real estate ventures at our share

 

 

6,967

 

 

7,512

 

 

Non-cash rent adjustments (1)

 

 

(1,791)

 

 

(4,765)

 

 

Other adjustments (2)

 

 

8,760

 

 

4,738

 

 

Total adjustments

 

 

13,936

 

 

7,485

 

 

NOI

 

$

90,905

 

$

79,440

 

 

Less: out-of-service NOI loss (3)

 

 

(1,448)

 

 

(1,361)

 

 

Operating Portfolio NOI

 

$

92,353

 

$

80,801

 

 

Non-Same Store NOI (4)

 

 

3,814

 

 

1,767

 

 

Same Store NOI (5)

 

$

88,539

 

$

79,034

 

 

 

 

 

 

 

 

 

 

 

Change in Same Store NOI

 

 

12.0

%

 

 

 

 

Number of properties in Same Store pool

 

 

59

 

 

 

 

_________________

(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 allocated corporate general and administrative expenses to operating properties.

(3)

 

Includes the results of our Under-Construction assets, and Near-Term and Future Development Pipelines.

(4)

 

Includes the results of properties that were not In-Service for the entirety of both periods being compared 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.

 

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