JBG SMITH Announces Third Quarter 2021 Results
JBG SMITH (NYSE: JBGS) reported its Q3 2021 financial results, showing net income of $0.00 per diluted share, with Funds From Operations (FFO) at $0.27 and Core FFO at $0.32 per diluted share. Total enterprise value reached approximately $6.4 billion. Annualized Net Operating Income (NOI) was $324.0 million, a slight decrease from the previous quarter. The company executed 126,000 square feet of office leases with a modest rental rate increase. A quarterly dividend of $0.225 per share was declared, payable on November 24, 2021. COVID-19 continued to impact financial performance, particularly in the commercial sector.
- FFO increased to $36.0 million ($0.27 per share) compared to $32.4 million in Q3 2020.
- Core FFO rose to $42.5 million ($0.32 per share), up from $40.2 million in Q3 2020.
- Net income improved to $0.9 million, a significant recovery from a loss of $22.8 million in the previous year.
- Executed 126,000 square feet of office leases with a 3.2% GAAP rental rate increase.
- Annualized NOI decreased from $330.7 million in Q2 2021 to $324.0 million in Q3 2021.
- Same Store Net Operating Income (SSNOI) for nine months dropped 3.3% year-over-year to $223.3 million.
- Commercial portfolio occupancy declined to 82.6%, down from 84.4% in Q2 2021.
- COVID-19 continues to negatively affect financial results and revenue streams.
Additional information regarding our results of operations, properties and tenants can be found in our Third Quarter 2021 Investor Package and Investor Presentation, which are 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 those documents.
Third Quarter 2021 Highlights
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For the three months ended
September 30, 2021 , net income attributable to common shareholders of per diluted share, Funds From Operations ("FFO") attributable to common shareholders of$0.00 per diluted share and Core Funds From Operations ("Core FFO") attributable to common shareholders of$0.27 per diluted share.$0.32
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in millions, except per share amounts |
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Three Months Ended |
Three Months Ended |
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Amount |
Per Diluted Share |
Amount |
Per Diluted Share |
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Net income (loss) |
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$ |
0.9 |
$ |
0.00 |
$ |
(22.8) |
$ |
(0.18) |
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FFO |
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$ |
36.0 |
$ |
0.27 |
$ |
32.4 |
$ |
0.24 |
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Core FFO |
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$ |
42.5 |
$ |
0.32 |
$ |
40.2 |
$ |
0.30 |
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Note: All the above are attributable to common shareholders.
-
Annualized Net Operating Income ("NOI") for the three months ended
September 30, 2021 was , compared to$324.0 million for the three months ended$330.7 million June 30, 2021 , at our share. -
Same Store Net Operating Income ("SSNOI") at our share remained unchanged year-over-year at
for the three months ended$72.7 million September 30, 2021 .- SSNOI was positively impacted by a decrease in uncollectable operating lease receivables and rent deferrals, which was offset by lower occupancy in our commercial portfolio, and lower rents and higher concessions for certain of our multifamily assets.
-
SSNOI at our share decreased
3.3% year-over-year to for the nine months ended$223.3 million September 30, 2021 .-
We believe the decrease in SSNOI for the nine months ended
September 30, 2021 was substantially attributable to the COVID-19 pandemic, which commenced at the end of the first quarter of 2020, including (i) higher concessions and lower rents in our multifamily portfolio and (ii) lower occupancy and a decline in parking revenue in our commercial portfolio. These declines were partially offset by a decrease in cleaning expenses across our commercial portfolio.
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We believe the decrease in SSNOI for the nine months ended
-
NOI for our operating portfolio increased
12.6% year-over-year to , and Adjusted EBITDA increased$81.5 million 6.7% year-over-year to for the three months ended$69.8 million September 30, 2021 .-
We believe our financial results were negatively impacted by the COVID-19 pandemic and will continue to be in the short-term given the pandemic’s impact on certain income streams.
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Although parking revenue increased during the three months ended
September 30, 2021 as compared to the prior quarter, parking revenue in our commercial portfolio was approximately60% of pre-pandemic levels of approximately annually.$30 million -
SSNOI for our multifamily portfolio remained depressed compared to Q3 2020. However, we continued to see an improvement in fundamentals, with the in-service portfolio increasing to
95.1% leased and asking rents fully recovered, ending the quarter2.0% aboveMarch 2020 rents. Though asking rents have recovered, in-place rents remain approximately9.0% below asking rents. We expect in-place rents to increase as leases roll over the next year.
-
Although parking revenue increased during the three months ended
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We believe our financial results were negatively impacted by the COVID-19 pandemic and will continue to be in the short-term given the pandemic’s impact on certain income streams.
Operating Portfolio
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The operating commercial portfolio was
84.9% leased and82.6% occupied as ofSeptember 30, 2021 , compared to85.9% and84.4% as ofJune 30, 2021 , at our share. -
The operating multifamily portfolio was
92.9% leased and90.2% occupied as ofSeptember 30, 2021 , compared to91.6% and86.3% as ofJune 30, 2021 , at our share. -
Executed approximately 126,000 square feet of office leases at our share during the three months ended
September 30, 2021 , comprising approximately 33,000 square feet of first-generation leases and approximately 93,000 square feet of second-generation leases, which generated a3.2% rental rate increase on a GAAP basis and a0.3% rental rate decrease on a cash basis. -
Executed approximately 1.2 million square feet of office leases at our share during the nine months ended
September 30, 2021 , comprising approximately 174,000 square feet of first-generation leases and approximately 1.0 million square feet of second-generation leases, which generated a3.7% rental rate increase on a GAAP basis and a0.2% rental rate increase on a cash basis.
Development Portfolio
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As of
September 30, 2021 , we had one multifamily asset under construction consisting of 808 units at our share.
Near-Term Development Pipeline
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As of
September 30, 2021 , we had 11 near-term development pipeline assets consisting of 5.0 million square feet of estimated potential development density at our share.
Future Development Pipeline
-
As of
September 30, 2021 , we had 25 future development pipeline assets consisting of 11.6 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").
Third-Party Asset Management and Real Estate Services Business
-
For the three months ended
September 30, 2021 , revenue from third-party real estate services, including reimbursements, was . 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$25.8 million , primarily driven by$13.4 million of property and asset management fees,$6.4 million of development fees,$4.0 million of leasing fees and$1.8 million of other service revenue.$1.1 million
Balance Sheet
-
As of
September 30, 2021 , our total enterprise value was approximately , comprising 142.8 million common shares and units valued at$6.4 billion , and debt (net of premium / (discount) and deferred financing costs) at our share of$4.2 billion , less cash and cash equivalents at our share of$2.4 billion .$213.6 million -
As of
September 30, 2021 , we had of cash and cash equivalents ($194.3 million of cash and cash equivalents at our share), and$213.6 million of capacity under our credit facility.$998.6 million -
Net debt to annualized Adjusted EBITDA at our share for the three months ended
September 30, 2021 was 7.9x and our net debt / total enterprise value was34.3% as ofSeptember 30, 2021 .
Investing and Financing Activities
-
As previously announced, in July, we entered into a mortgage loan with a principal balance of
, collateralized by$85.0 million 1225 S. Clark Street . The mortgage loan has a seven-year term and an interest rate of LIBOR plus1.60% per annum. -
In
September 2021 , we recognized a gain of from the sale of$23.1 million 500 L'Enfant Plaza by an unconsolidated real estate venture. -
We have agreed, subject to customary closing conditions, to acquire The Batley, a 432-unit multifamily asset in the Union Market submarket of
Washington, DC , for a purchase price of approximately . We expect the acquisition to close in 2021. The building was$205 million 90.7% occupied as ofSeptember 30, 2021 . We intend to use The Batley as a replacement property in a like-kind exchange for the expected proceeds from the sale ofPen Place to Amazon, which is expected to close during Q2 2022. -
In the third quarter we repurchased and retired 2.3 million common shares for
, an average purchase price of$68.9 million per share.$29.73
Dividends
-
On
October 27, 2021 , ourBoard of Trustees declared a quarterly dividend of per common share, payable on$0.22 5November 24, 2021 to shareholders of record as ofNovember 10, 2021 .
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
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 of
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
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.
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
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 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 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, amortization of the management contracts intangible and the mark-to-market of derivative instruments.
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. 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, 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
"
"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
“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
"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
"In-Service" refers to commercial or multifamily assets that are at or above
"JBG Legacy Funds" refers to the legacy funds formerly organized by The JBG Companies.
"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.
"
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) |
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in thousands |
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ASSETS |
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Real estate, at cost: |
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Land and improvements |
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$ |
1,358,299 |
|
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$ |
1,391,472 |
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Buildings and improvements |
|
|
4,368,477 |
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|
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4,341,103 |
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Construction in progress, including land |
|
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299,359 |
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|
|
268,056 |
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|
|
|
|
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6,026,135 |
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6,000,631 |
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Less: accumulated depreciation |
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(1,346,107 |
) |
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(1,232,690 |
) |
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Real estate, net |
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4,680,028 |
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4,767,941 |
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Cash and cash equivalents |
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194,277 |
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225,600 |
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Restricted cash |
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|
34,900 |
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|
|
37,736 |
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Tenant and other receivables |
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51,128 |
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55,903 |
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Deferred rent receivable |
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187,882 |
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170,547 |
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Investments in unconsolidated real estate ventures |
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486,052 |
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461,369 |
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Other assets, net |
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300,537 |
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|
286,575 |
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Assets held for sale |
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74,174 |
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|
73,876 |
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TOTAL ASSETS |
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$ |
6,008,978 |
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$ |
6,079,547 |
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LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY |
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Liabilities: |
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Mortgages payable, net |
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$ |
1,674,285 |
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$ |
1,593,738 |
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Revolving credit facility |
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— |
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— |
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Unsecured term loans, net |
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398,493 |
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397,979 |
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Accounts payable and accrued expenses |
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105,307 |
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103,102 |
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Other liabilities, net |
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200,204 |
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247,774 |
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Total liabilities |
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2,378,289 |
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2,342,593 |
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Commitments and contingencies |
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Redeemable noncontrolling interests |
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526,913 |
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530,748 |
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Total equity |
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3,103,776 |
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3,206,206 |
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TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY |
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$ |
6,008,978 |
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$ |
6,079,547 |
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Note: For complete financial statements, please refer to our Quarterly Report on Form 10-Q for the quarter ended
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) |
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in thousands, except per share data |
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Three Months Ended |
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Nine Months Ended |
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2021 |
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2020 |
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2021 |
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2020 |
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REVENUE |
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Property rental |
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$ |
125,900 |
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$ |
118,680 |
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$ |
370,960 |
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$ |
354,519 |
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Third-party real estate services, including reimbursements |
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25,842 |
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|
|
26,987 |
|
|
|
90,694 |
|
|
|
83,870 |
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Other revenue |
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|
5,280 |
|
|
|
5,368 |
|
|
|
15,301 |
|
|
|
15,705 |
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Total revenue |
|
|
157,022 |
|
|
|
151,035 |
|
|
|
476,955 |
|
|
|
454,094 |
|
EXPENSES |
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Depreciation and amortization |
|
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56,726 |
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|
56,481 |
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|
|
178,130 |
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|
|
157,586 |
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Property operating |
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40,198 |
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|
|
37,572 |
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|
|
109,929 |
|
|
|
105,867 |
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Real estate taxes |
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18,259 |
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|
|
17,354 |
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|
|
55,127 |
|
|
|
53,422 |
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General and administrative: |
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Corporate and other |
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12,105 |
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|
|
11,086 |
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|
|
38,475 |
|
|
|
37,478 |
|
Third-party real estate services |
|
|
25,542 |
|
|
|
28,207 |
|
|
|
80,035 |
|
|
|
86,260 |
|
Share-based compensation related to Formation Transaction and special equity awards |
|
|
3,480 |
|
|
|
7,133 |
|
|
|
12,866 |
|
|
|
25,432 |
|
Transaction and other costs |
|
|
2,951 |
|
|
|
845 |
|
|
|
8,911 |
|
|
|
7,526 |
|
Total expenses |
|
|
159,261 |
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|
|
158,678 |
|
|
|
483,473 |
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|
|
473,571 |
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OTHER INCOME (EXPENSE) |
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Income (loss) from unconsolidated real estate ventures, net |
|
|
20,503 |
|
|
|
(965 |
) |
|
|
23,513 |
|
|
|
(17,142 |
) |
Interest and other income, net |
|
|
192 |
|
|
|
— |
|
|
|
163 |
|
|
|
1,021 |
|
Interest expense |
|
|
(17,243 |
) |
|
|
(16,885 |
) |
|
|
(50,312 |
) |
|
|
(44,660 |
) |
Gain on sale of real estate |
|
|
— |
|
|
|
— |
|
|
|
11,290 |
|
|
|
59,477 |
|
Loss on extinguishment of debt |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(33 |
) |
Total other income (expense) |
|
|
3,452 |
|
|
|
(17,850 |
) |
|
|
(15,346 |
) |
|
|
(1,337 |
) |
INCOME (LOSS) BEFORE INCOME TAX (EXPENSE) BENEFIT |
|
|
1,213 |
|
|
|
(25,493 |
) |
|
|
(21,864 |
) |
|
|
(20,814 |
) |
Income tax (expense) benefit |
|
|
(217 |
) |
|
|
488 |
|
|
|
(4,527 |
) |
|
|
3,721 |
|
NET INCOME (LOSS) |
|
|
996 |
|
|
|
(25,005 |
) |
|
|
(26,391 |
) |
|
|
(17,093 |
) |
Net (income) loss attributable to redeemable noncontrolling interests |
|
|
(103 |
) |
|
|
2,212 |
|
|
|
2,472 |
|
|
|
445 |
|
Net loss attributable to noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
1,108 |
|
|
|
— |
|
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS |
|
$ |
893 |
|
|
$ |
(22,793 |
) |
|
$ |
(22,811 |
) |
|
$ |
(16,648 |
) |
EARNINGS (LOSS) PER COMMON SHARE - BASIC AND DILUTED |
|
$ |
0.00 |
|
|
$ |
(0.18 |
) |
|
$ |
(0.18 |
) |
|
$ |
(0.14 |
) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED |
|
|
131,351 |
|
|
|
133,620 |
|
|
|
131,456 |
|
|
|
133,924 |
|
Note: For complete financial statements, please refer to our Quarterly Report on Form 10-Q for the quarter ended
EBITDA, EBITDAre AND ADJUSTED EBITDA RECONCILIATIONS (NON-GAAP) (Unaudited) |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
dollars in thousands |
|
Three Months Ended |
|
Nine Months Ended |
|
||||||||||||
|
|
|
2021 |
|
2020 |
|
2021 |
|
2020 |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
EBITDA, EBITDAre and Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Net income (loss) |
|
$ |
996 |
|
|
$ |
(25,005 |
) |
|
$ |
(26,391 |
) |
|
$ |
(17,093 |
) |
|
|
Depreciation and amortization expense |
|
|
56,726 |
|
|
|
56,481 |
|
|
|
178,130 |
|
|
|
157,586 |
|
|
|
Interest expense |
|
|
17,243 |
|
|
|
16,885 |
|
|
|
50,312 |
|
|
|
44,660 |
|
|
|
Income tax expense (benefit) |
|
|
217 |
|
|
|
(488 |
) |
|
|
4,527 |
|
|
|
(3,721 |
) |
|
|
Unconsolidated real estate ventures allocated share of above adjustments |
|
|
10,147 |
|
|
|
9,987 |
|
|
|
30,892 |
|
|
|
31,516 |
|
|
|
EBITDA attributable to noncontrolling interests |
|
|
(54 |
) |
|
|
(4 |
) |
|
|
976 |
|
|
|
(7 |
) |
|
|
EBITDA |
|
$ |
85,275 |
|
|
$ |
57,856 |
|
|
$ |
238,446 |
|
|
$ |
212,941 |
|
|
|
Gain on sale of real estate |
|
|
— |
|
|
|
— |
|
|
|
(11,290 |
) |
|
|
(59,477 |
) |
|
|
(Gain) loss on sale of unconsolidated real estate assets |
|
|
(23,137 |
) |
|
|
— |
|
|
|
(28,326 |
) |
|
|
2,952 |
|
|
|
Impairment of investments in unconsolidated real estate ventures (1) |
|
|
1,380 |
|
|
|
— |
|
|
|
1,380 |
|
|
|
6,522 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
EBITDAre |
|
$ |
63,518 |
|
|
$ |
57,856 |
|
|
$ |
200,210 |
|
|
$ |
162,938 |
|
|
|
Transaction and other costs (2) |
|
|
2,951 |
|
|
|
845 |
|
|
|
7,803 |
|
|
|
7,526 |
|
|
|
Loss on extinguishment of debt |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
33 |
|
|
|
Share-based compensation related to Formation Transaction and special equity awards |
|
|
3,480 |
|
|
|
7,133 |
|
|
|
12,866 |
|
|
|
25,432 |
|
|
|
Losses and distributions in excess of our investment in unconsolidated real estate venture |
|
|
(280 |
) |
|
|
(436 |
) |
|
|
(702 |
) |
|
|
(307 |
) |
|
|
Unconsolidated real estate ventures allocated share of above adjustments |
|
|
130 |
|
|
|
— |
|
|
|
170 |
|
|
|
1,465 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Adjusted EBITDA |
|
$ |
69,799 |
|
|
$ |
65,398 |
|
|
$ |
220,347 |
|
|
$ |
197,087 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Net Debt to Annualized Adjusted EBITDA (3) |
|
|
7.9 |
|
x |
|
7.7 |
|
x |
|
7.5 |
|
x |
|
7.6 |
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Net Debt (at JBG SMITH Share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Consolidated indebtedness (4) |
|
|
|
|
|
|
|
$ |
2,063,426 |
|
|
$ |
2,081,456 |
|
|
||
|
Unconsolidated indebtedness (4) |
|
|
|
|
|
|
|
|
362,698 |
|
|
|
393,398 |
|
|
||
|
Total consolidated and unconsolidated indebtedness |
|
|
|
|
|
|
|
|
2,426,124 |
|
|
|
2,474,854 |
|
|
||
|
Less: cash and cash equivalents |
|
|
|
|
|
|
|
|
213,612 |
|
|
|
465,532 |
|
|
||
|
Net Debt (at JBG SMITH Share) |
|
|
|
|
|
|
|
$ |
2,212,512 |
|
|
$ |
2,009,322 |
|
|
Note: All EBITDA measures as shown above are attributable to common limited partnership units ("OP Units").
(1) |
|
Related to decreases in the value of the underlying assets. |
(2) |
|
Includes demolition costs, integration and severance costs, pursuit costs related to other completed, potential and pursued transactions, as well as other expenses. For the nine months ended |
(3) |
|
Calculated using the Net Debt below. Quarterly Adjusted EBITDA is annualized by multiplying by four. Adjusted EBITDA for the nine months ended |
(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 |
|
Nine Months Ended |
|
||||||||||||
|
|
|
2021 |
|
2020 |
|
2021 |
|
2020 |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
FFO and Core FFO |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Net income (loss) attributable to common shareholders |
|
$ |
893 |
|
|
$ |
(22,793 |
) |
|
$ |
(22,811 |
) |
|
$ |
(16,648 |
) |
|
|
Net income (loss) attributable to redeemable noncontrolling interests |
|
|
103 |
|
|
|
(2,212 |
) |
|
|
(2,472 |
) |
|
|
(445 |
) |
|
|
Net loss attributable to noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
(1,108 |
) |
|
|
— |
|
|
|
Net income (loss) |
|
|
996 |
|
|
|
(25,005 |
) |
|
|
(26,391 |
) |
|
|
(17,093 |
) |
|
|
Gain on sale of real estate |
|
|
— |
|
|
|
— |
|
|
|
(11,290 |
) |
|
|
(59,477 |
) |
|
|
(Gain) loss on sale of unconsolidated real estate assets |
|
|
(23,137 |
) |
|
|
— |
|
|
|
(28,326 |
) |
|
|
2,952 |
|
|
|
Real estate depreciation and amortization |
|
|
54,547 |
|
|
|
54,004 |
|
|
|
171,522 |
|
|
|
149,590 |
|
|
|
Impairment of investments in unconsolidated real estate ventures (1) |
|
|
1,380 |
|
|
|
— |
|
|
|
1,380 |
|
|
|
6,522 |
|
|
|
Pro rata share of real estate depreciation and amortization from unconsolidated real estate ventures |
|
|
7,002 |
|
|
|
7,350 |
|
|
|
21,590 |
|
|
|
21,730 |
|
|
|
FFO attributable to noncontrolling interests |
|
|
(54 |
) |
|
|
(4 |
) |
|
|
976 |
|
|
|
(7 |
) |
|
|
FFO Attributable to OP Units |
|
$ |
40,734 |
|
|
$ |
36,345 |
|
|
$ |
129,461 |
|
|
$ |
104,217 |
|
|
|
FFO attributable to redeemable noncontrolling interests |
|
|
(4,703 |
) |
|
|
(3,945 |
) |
|
|
(13,242 |
) |
|
|
(11,353 |
) |
|
|
FFO attributable to common shareholders |
|
$ |
36,031 |
|
|
$ |
32,400 |
|
|
$ |
116,219 |
|
|
$ |
92,864 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
FFO attributable to OP Units |
|
$ |
40,734 |
|
|
$ |
36,345 |
|
|
$ |
129,461 |
|
|
$ |
104,217 |
|
|
|
Transaction and other costs, net of tax (2) |
|
|
2,928 |
|
|
|
798 |
|
|
|
7,721 |
|
|
|
7,176 |
|
|
|
(Gain) loss from mark-to-market on derivative instruments |
|
|
37 |
|
|
|
203 |
|
|
|
(50 |
) |
|
|
173 |
|
|
|
Loss on extinguishment of debt |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
33 |
|
|
|
Losses and distributions in excess of our investment in unconsolidated real estate venture |
|
|
(280 |
) |
|
|
(436 |
) |
|
|
(702 |
) |
|
|
(307 |
) |
|
|
Share-based compensation related to Formation Transaction and special equity awards |
|
|
3,480 |
|
|
|
7,133 |
|
|
|
12,866 |
|
|
|
25,432 |
|
|
|
Amortization of management contracts intangible, net of tax |
|
|
1,072 |
|
|
|
1,072 |
|
|
|
3,217 |
|
|
|
3,288 |
|
|
|
Unconsolidated real estate ventures allocated share of above adjustments |
|
|
112 |
|
|
|
(55 |
) |
|
|
108 |
|
|
|
1,848 |
|
|
|
Core FFO Attributable to OP Units |
|
$ |
48,083 |
|
|
$ |
45,060 |
|
|
$ |
152,621 |
|
|
$ |
141,860 |
|
|
|
Core FFO attributable to redeemable noncontrolling interests |
|
|
(5,552 |
) |
|
|
(4,891 |
) |
|
|
(15,612 |
) |
|
|
(15,457 |
) |
|
|
Core FFO attributable to common shareholders |
|
$ |
42,531 |
|
|
$ |
40,169 |
|
|
$ |
137,009 |
|
|
$ |
126,403 |
|
|
|
FFO per common share - diluted |
|
$ |
0.27 |
|
|
$ |
0.24 |
|
|
$ |
0.88 |
|
|
$ |
0.69 |
|
|
|
Core FFO per common share - diluted |
|
$ |
0.32 |
|
|
$ |
0.30 |
|
|
$ |
1.04 |
|
|
$ |
0.94 |
|
|
|
Weighted average shares - diluted (FFO and Core FFO) |
|
|
131,351 |
|
|
|
133,880 |
|
|
|
131,456 |
|
|
|
134,224 |
|
|
See footnotes under table below.
FFO, CORE FFO AND FAD RECONCILIATIONS (NON-GAAP) (Unaudited) |
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
in thousands, except per share data |
|
Three Months Ended |
Nine Months Ended |
||||||||||
|
|
|
2021 |
2020 |
2021 |
2020 |
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
FAD |
|
|
|
|
|
|
|
|
|
||||
|
Core FFO attributable to OP Units |
|
$ |
48,083 |
|
$ |
45,060 |
|
$ |
152,621 |
|
$ |
141,860 |
|
|
Recurring capital expenditures and second-generation tenant improvements and leasing commissions (3) |
|
|
(12,124 |
) |
|
(11,395 |
) |
|
(34,781 |
) |
|
(34,089 |
) |
|
Straight-line and other rent adjustments (4) |
|
|
(3,701 |
) |
|
(4,935 |
) |
|
(12,554 |
) |
|
(9,898 |
) |
|
Third-party lease liability assumption payments |
|
|
(422 |
) |
|
(784 |
) |
|
(1,803 |
) |
|
(3,024 |
) |
|
Share-based compensation expense |
|
|
7,805 |
|
|
7,642 |
|
|
24,920 |
|
|
27,129 |
|
|
Amortization of debt issuance costs |
|
|
1,126 |
|
|
829 |
|
|
3,327 |
|
|
2,124 |
|
|
Unconsolidated real estate ventures allocated share of above adjustments |
|
|
(1,478 |
) |
|
(1,687 |
) |
|
(4,137 |
) |
|
(3,880 |
) |
|
Non-real estate depreciation and amortization |
|
|
703 |
|
|
1,002 |
|
|
2,180 |
|
|
3,471 |
|
|
FAD available to OP Units (A) |
|
$ |
39,992 |
|
$ |
35,732 |
|
$ |
129,773 |
|
$ |
123,693 |
|
|
Distributions to common shareholders and unitholders (B) |
|
$ |
33,688 |
|
$ |
33,743 |
|
$ |
102,634 |
|
$ |
101,724 |
|
|
FAD Payout Ratio (B÷A) (5) |
|
|
84.2 |
% |
|
94.4 |
% |
|
79.1 |
% |
|
82.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
||||
|
Capital Expenditures |
|
|
|
|
|
|
|
|
|
||||
|
Maintenance and recurring capital expenditures |
|
$ |
7,404 |
|
$ |
3,096 |
|
$ |
15,706 |
|
$ |
12,195 |
|
|
Share of maintenance and recurring capital expenditures from unconsolidated real estate ventures |
|
|
265 |
|
|
327 |
|
|
636 |
|
|
836 |
|
|
Second-generation tenant improvements and leasing commissions |
|
|
3,762 |
|
|
6,779 |
|
|
17,280 |
|
|
19,335 |
|
|
Share of second-generation tenant improvements and leasing commissions from unconsolidated real estate ventures |
|
|
693 |
|
|
1,193 |
|
|
1,159 |
|
|
1,723 |
|
|
Recurring capital expenditures and second-generation tenant improvements and leasing commissions |
|
|
12,124 |
|
|
11,395 |
|
|
34,781 |
|
|
34,089 |
|
|
Non-recurring capital expenditures |
|
|
5,885 |
|
|
4,840 |
|
|
13,073 |
|
|
17,267 |
|
|
Share of non-recurring capital expenditures from unconsolidated real estate ventures |
|
|
177 |
|
|
54 |
|
|
284 |
|
|
394 |
|
|
First-generation tenant improvements and leasing commissions |
|
|
2,603 |
|
|
4,033 |
|
|
5,141 |
|
|
27,733 |
|
|
Share of first-generation tenant improvements and leasing commissions from unconsolidated real estate ventures |
|
|
93 |
|
|
674 |
|
|
1,484 |
|
|
1,661 |
|
|
Non-recurring capital expenditures |
|
|
8,758 |
|
|
9,601 |
|
|
19,982 |
|
|
47,055 |
|
|
Total JBG SMITH Share of Capital Expenditures |
|
$ |
20,882 |
|
$ |
20,996 |
|
$ |
54,763 |
|
$ |
81,144 |
|
(1) |
|
Related to decreases in the value of the underlying assets. |
(2) |
|
Includes demolition costs, integration and severance costs, pursuit costs related to other completed, potential and pursued transactions, as well as other expenses. For the nine months ended |
(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 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 |
|
Nine Months Ended |
|
||||||||||
|
|
|
2021 |
2020 |
|
2021 |
2020 |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Net income (loss) attributable to common shareholders |
|
$ |
893 |
|
$ |
(22,793 |
) |
|
$ |
(22,811 |
) |
$ |
(16,648 |
) |
|
|
Add: |
|
|
|
|
|
|
|
|
|
|
|
||||
|
Depreciation and amortization expense |
|
|
56,726 |
|
|
56,481 |
|
|
|
178,130 |
|
|
157,586 |
|
|
|
General and administrative expense: |
|
|
|
|
|
|
|
|
|
|
|
||||
|
Corporate and other |
|
|
12,105 |
|
|
11,086 |
|
|
|
38,475 |
|
|
37,478 |
|
|
|
Third-party real estate services |
|
|
25,542 |
|
|
28,207 |
|
|
|
80,035 |
|
|
86,260 |
|
|
|
Share-based compensation related to Formation Transaction and special equity awards |
|
|
3,480 |
|
|
7,133 |
|
|
|
12,866 |
|
|
25,432 |
|
|
|
Transaction and other costs |
|
|
2,951 |
|
|
845 |
|
|
|
8,911 |
|
|
7,526 |
|
|
|
Interest expense |
|
|
17,243 |
|
|
16,885 |
|
|
|
50,312 |
|
|
44,660 |
|
|
|
Loss on extinguishment of debt |
|
|
— |
|
|
— |
|
|
|
— |
|
|
33 |
|
|
|
Income tax expense (benefit) |
|
|
217 |
|
|
(488 |
) |
|
|
4,527 |
|
|
(3,721 |
) |
|
|
Net income (loss) attributable to redeemable noncontrolling interests |
|
|
103 |
|
|
(2,212 |
) |
|
|
(2,472 |
) |
|
(445 |
) |
|
|
Net loss attributable to noncontrolling interests |
|
|
— |
|
|
— |
|
|
|
(1,108 |
) |
|
— |
|
|
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
||||
|
Third-party real estate services, including reimbursements revenue |
|
|
25,842 |
|
|
26,987 |
|
|
|
90,694 |
|
|
83,870 |
|
|
|
Other revenue |
|
|
1,568 |
|
|
2,292 |
|
|
|
5,658 |
|
|
5,438 |
|
|
|
Income (loss) from unconsolidated real estate ventures, net |
|
|
20,503 |
|
|
(965 |
) |
|
|
23,513 |
|
|
(17,142 |
) |
|
|
Interest and other income, net |
|
|
192 |
|
|
— |
|
|
|
163 |
|
|
1,021 |
|
|
|
Gain on sale of real estate |
|
|
— |
|
|
— |
|
|
|
11,290 |
|
|
59,477 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Consolidated NOI |
|
|
71,155 |
|
|
66,830 |
|
|
|
215,547 |
|
|
205,497 |
|
|
|
NOI attributable to unconsolidated real estate ventures at our share |
|
|
7,336 |
|
|
7,130 |
|
|
|
22,951 |
|
|
23,206 |
|
|
|
Non-cash rent adjustments (1) |
|
|
(3,701 |
) |
|
(4,934 |
) |
|
|
(12,554 |
) |
|
(9,898 |
) |
|
|
Other adjustments (2) |
|
|
4,683 |
|
|
2,881 |
|
|
|
14,608 |
|
|
9,236 |
|
|
|
Total adjustments |
|
|
8,318 |
|
|
5,077 |
|
|
|
25,005 |
|
|
22,544 |
|
|
|
NOI |
|
$ |
79,473 |
|
$ |
71,907 |
|
|
$ |
240,552 |
|
$ |
228,041 |
|
|
|
Less: out-of-service NOI loss (3) |
|
|
(2,019 |
) |
|
(442 |
) |
|
|
(4,638 |
) |
|
(2,774 |
) |
|
|
Operating Portfolio NOI |
|
$ |
81,492 |
|
$ |
72,349 |
|
|
$ |
245,190 |
|
$ |
230,815 |
|
|
|
Non-Same Store NOI (4) |
|
|
8,777 |
|
|
(388 |
) |
|
|
21,868 |
|
|
(165 |
) |
|
|
Same Store NOI (5) |
|
$ |
72,715 |
|
$ |
72,737 |
|
|
$ |
223,322 |
|
$ |
230,980 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Change in Same Store NOI |
|
|
0.0 |
% |
|
|
|
|
(3.3 |
)% |
|
|
|
||
|
Number of properties in Same Store pool |
|
|
55 |
|
|
|
|
|
55 |
|
|
|
|
(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 |
(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. |
View source version on businesswire.com: https://www.businesswire.com/news/home/20211102006067/en/
Barbat Rodgers
Senior Vice President, Investor Relations
(240) 333‑3805
brodgers@jbgsmith.com
Source: JBG SMITH
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