UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):

(Exact name of Registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) | (Commission file number) | (I.R.S. Employer Identification No.) | ||
(Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (
Former name or former address, if changed since last report:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):
Securities registered pursuant to Section 12(b) of the Act:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Item 2.02Results of Operations and Financial Condition
On February 21, 2023, JBG SMITH Properties (the “Company”) announced its financial results for the year ended December 31, 2022. The Company also released a Quarterly Investor Package, which contains a letter to shareholders, the earnings press release and supplemental information. A copy of the Quarterly Investor Package is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities of that section, nor incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01Financial Statements and Exhibits
(d) Exhibits
99.1 Quarterly Investor Package for the quarter ended December 31, 2022.
104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
JBG SMITH PROPERTIES | ||||
February 21, 2023 | By: | /s/ M. Moina Banerjee | ||
M. Moina Banerjee | ||||
Chief Financial Officer | ||||
(Principal Financial Officer) | ||||
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Quarterly Investor Package



JBGS Divider

Management Letter
February 21, 2023
2022 packed more than its fair share of surprises. From the Russian invasion of Ukraine to the Fed-induced debt market freeze that is still unfolding, the headline events of last year were not easily predicted (at least not by us). Thankfully, through a combination of prudent planning and fortunate timing, we were able to accomplish several important strategic goals during the year. The war in Ukraine and the escalation of tensions with China have highlighted the importance of the defense sector as well as its intersection with technology and policy. These themes align perfectly with our market position in National Landing which has shown characteristic resilience in the face of yet another cyclical turn. This resilience was made evident when the fourth quarter saw our highest volume of leases executed since before the pandemic. Likewise, achieving our capital recycling goals in the first half of the year never looked so timely until the Fed accelerated its tightening mid-year. That early success combined with our asset-based non-recourse leverage strategy puts us in a very strong position with very limited downside in the current environment.
National Landing, where almost 70% of our portfolio is located, continues to catalyze our future growth: Amazon and Virginia Tech continue to build their respective headquarters with increased emphasis on in-person work; despite a softer office market backdrop, the submarket continues to attract new tenants with its proximity to the Pentagon; and our digital infrastructure rollout, bringing next generation 5G connectivity to the area, is activating its first sites. We remain on track to deliver over 1,500 multifamily units to the submarket and, over the next 18 months, anticipate 55 new retailers to be open, revitalizing the streetscape. Alongside all of this, we continue to lead the market in ESG initiatives and set the standard by which the industry will operate. 2022 tested everyone’s preparedness and agility, and we take great pride in what we were able to accomplish and how well we are positioned. We are pleased to share our achievements with you.
2022 Accomplishments
Completed $1.2 Billion of Dispositions at Attractive Valuations
| ● | Achieved a weighted average capitalization rate of 4.1% (5.5% on commercial assets, 6.0% to 6.5% stabilized, and $54 per square foot on 5.5 million square feet of land). |
| ● | Significant transactions include: |
| o | $580 million strategic joint venture with Fortress Investment Group, recapitalizing a 1.6 million square foot non-core office and land portfolio. |
| o | $265 million ($145.8 million at share) sale of 1900 N Street, a 270,000 square foot trophy office asset in Washington, DC. |
| o | $228 million sale of the Universal Buildings, two Washington, DC non-core office assets totaling 660,000 square feet. |
| o | $198 million sale of Pen Place to Amazon. |
Achieved Strong Operating Performance in our Multifamily and Commercial Portfolios
| ● | Drove multifamily occupancy and rents. |
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| o | Increased multifamily occupancy by 180 basis points to 93.6%. |
| o | Increased our portfolio in-place rents by 8.9% year-over-year. |
| ● | Completed 936,000 square feet of office leasing activity. |
| o | 193,000 square feet of leases across 26 transactions executed in the fourth quarter, our highest quarterly volume of leases since before the pandemic. |
| o | 551,000 square feet leased in National Landing, where our retention rate was approximately 70%. |
| ◾ | Tenants who renewed retained approximately 84% of their expiring square footage over the last 12 months and 100% in the fourth quarter. |
| ◾ | 212,000 square feet of new leasing, approximately 81% of which comprised tenant relocations from other submarkets. |
Grew Multifamily Portfolio Through Partner Buyouts and Continued Investment in Under-Construction Development
| ● | $181 million invested across three off-market partner buyouts within our multifamily portfolio, representing a stabilized cap rate range of 4.5% to 5.0%. |
| o | $55.7 million acquisition of the remaining 36% interest in Atlantic Plumbing. |
| o | $115.0 million acquisition of the remaining 50% interest in 8001 Woodmont. |
| o | $10.1 million acquisition of the remaining 4% interest in The Wren. |
| ● | $200 million invested in projects under construction in National Landing, including 1900 Crystal Drive and 2000 & 2001 South Bell Street, representing 1,583 new multifamily units being developed to an expected 6% yield on cost. |
| o | Secured guaranteed maximum price contracts resulting in construction costs below 2019 levels. |
Dramatic Repositioning of National Landing is Accelerating
| ● | Construction on Metropolitan Park, the 2.1 million square foot first phase of Amazon HQ2, is tracking for delivery this summer. |
| ● | Virginia Tech’s $1 billion Innovation Campus topped-out construction and remains on track to deliver in 2024. |
| ● | 55 new retailers across 210,000 square feet open or expected to open by 2024, tripling the number of street-level retailers in the submarket, 85% of which is leased today. |
| o | 50% of retailers open today; 80% anticipated to be open in the next 12 months; 100% open by year-end 2024. |
| o | Broke ground on Water Park and Dining in the Park, two critical placemaking projects, both scheduled to open this summer. |
| ● | Delivered first 5G sites in National Landing, advancing digital infrastructure rollout. |
| o | Partnered with Federated Wireless to offer private wireless 5G throughout National Landing. |
| o | As part of the strategic partnership, Federated Wireless will relocate its corporate headquarters to National Landing, occupying approximately 36,000 square feet of office space in JBG SMITH’s 2121 Crystal Drive. |
Advanced the Design and Entitlement of our Land Bank to Maximize Value and Monetization Opportunities
| ● | 100% of our 9.7 million square foot Development Pipeline is entitled or in advanced stages of design and entitlement. We expect 100% to be fully entitled by 2024. |
| ● | In December 2022, we received final entitlement approvals of our land use and density for the adjacent buildings 2250 Crystal Drive and 223 23rd Street in National Landing, followed by final site plan and architectural approval in January 2023. |
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| o | Plans call for two 30-story residential buildings, comprising 1,435 multifamily units with approximately 23,000 square feet of ground-floor retail, totaling approximately 1.2 million square feet of new development. |
Preserved Balance Sheet Strength with $1.7 Billion of Liquidity and Access to Multiple Sources of Capital
| ● | Raised $300 million of debt capital in 2022 at rates unachievable in today’s interest rate environment. |
| o | Refinanced and upsized (+$200 million) our Tranche A-2 Term Loan to $400 million at SOFR plus 125 basis points and extended its maturity by 3.5 years. |
| o | Secured a $97.5 million mortgage loan on WestEnd25 at SOFR plus 145 basis points, continuing our non-recourse asset-level financing strategy. |
| ● | In early 2023, closed on a $187.6 million Fannie Mae loan facility, currently collateralized by two multifamily properties (with the ability to add assets and draw additional proceeds), with a seven-year term and a fixed interest rate of 5.13%. |
| o | Over $350 million of estimated borrowing capacity remains across a pool of unencumbered multifamily assets, providing a cycle-resistant source of liquidity. |
| ● | No debt maturities associated with National Landing office assets until 2025. |
| ● | 89.6% of debt fixed or hedged as of the date of this release. |
Leading Player in ESG Initiatives
| ● | Included in the Bloomberg Gender-Equality Index for the first time. |
| ● | Established a cross-functional ESG Committee to advise our Board on ESG oversight. |
| ● | Received a 5-star GRESB rating and named Global Sector Leader for both our operating portfolio and Development Pipeline. |
| ● | Ranked 7th on LinkedIn’s 2022 Top Companies in Real Estate. |
| ● | Named to The Washington Post’s 2022 Top Workplaces. |
| ● | Released our second annual Diversity & Inclusion and Washington Housing Initiative (WHI) Impact Pool reports. |
| ● | Through the JBG SMITH-managed WHI Impact Pool, financed an additional 955 affordable workforce housing units. To date, the WHI has financed over 2,500 affordable workforce housing units across five jurisdictions and is on pace to exceed its goal of financing 3,000 units by 2028. |
Despite a more challenging transaction market, we were fortunate to execute $1.2 billion of asset sales in 2022; and our team continues to diligently survey the market for opportunities to sell the limited number of non-core office and land assets we have remaining. Curbed lending activity has significantly slowed down the pace of sales, and we expect this reduced level of activity to continue into 2023; even in this environment, however, certain asset profiles remain attractive to select buyers, such as office assets with long-term leases and credit tenancy, or assets that have attractive in-place debt with a long tenor. We expect these kinds of assets to drive the bulk of transaction activity in our market over the near-term.
Preserving balance sheet strength and flexibility remains paramount; as such, we expect new investments, whether development projects, acquisitions, or share repurchases, to be largely dependent on executing additional dispositions. Regarding new development starts, we intend to be patient as construction pricing remains stubbornly high. On the acquisitions front, our team continues to actively search for opportunities where sellers may be motivated by maturing debt, investor redemptions, or other situations resulting in a willingness to meet market pricing. Lastly, with limited transaction volume, exact asset values are difficult to ascertain; nonetheless, we continue to believe that our stock is trading at a material discount to NAV.
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In the meantime, we continue to advance our under-construction multifamily pipeline in National Landing. In the fourth quarter, we invested approximately $65 million across 1900 Crystal Drive and 2000/2001 South Bell Street, representing 1,583 new multifamily units being developed to an expected 6% yield on cost. As with all our development projects, we secured guaranteed maximum price contracts on these projects, resulting in construction costs below 2019 levels. With over 8,150 units in our Development Pipeline, we continue to monitor construction costs and overall market conditions to ensure that we maintain our disciplined capital allocation standards. Additionally, we have deep relationships with private investors and a long history of sourcing private joint venture capital (over $4 billion since 1999), and we will continue to seek out similar partnerships to fund our growth pipeline.
Financial and Operating Metrics
For the three months ended December 31, 2022, we reported Core FFO attributable to common shareholders of $34.3 million, or $0.30 per diluted share. Same Store NOI for the quarter increased 7.4% year-over-year to $77.2 million and, for the year, increased 12.1% year-over-year to $302.3 million. Our multifamily portfolio ended the quarter at 94.5% leased and 93.6% occupied. Our office portfolio ended the quarter at 88.5% leased and 85.1% occupied. For second generation leases, the rental rate mark-to-market was negative 0.1%.
As of December 31, 2022, our Net Debt/Total Enterprise Value was 47.7% and our Net Debt/Annualized Adjusted
EBITDA was 8.6x. Our floating rate exposure remains limited, with 89.6% of our debt fixed or hedged as of the date of this release, after accounting for in-place interest rate swaps and caps. The remaining floating rate exposure is tied to our non-core assets, or assets where the business plan warrants preserving flexibility.
With respect to our near-term debt maturities, we believe we are well positioned: (i) our weighted average debt maturity stands at 4.4 years, after adjusting for by-right extension options; (ii) we have zero debt maturities tied to office assets in National Landing until 2025; and (iii) $290 million of debt that is maturing by year end 2024 is tied to non-core assets. Our primarily non-recourse asset-level financing strategy is most valuable in an environment like today, providing a floor on our downside risk.
Finally, as previously mentioned, we have strategically maintained a pool of unencumbered multifamily assets, affording us the flexibility to access capital for opportunistic investments, despite market cyclicality. In January 2023, we closed on a $187.6 million loan facility, with a seven-year term, at a fixed interest rate of 5.13%, encumbering two multifamily assets: The Wren and F1RST Residences. This loan is the initial advance under a Fannie Mae multifamily credit facility which provides flexibility for collateral substitutions, future advances tied to performance, and the ability to mix fixed and floating rates and stagger maturities. These features enable speed to market and balance sheet flexibility to manage liquidity from our unencumbered multifamily assets. A portion of the proceeds was used to repay the mortgage on 2121 Crystal Drive, which had a fixed interest rate of 5.51%.
We believe that advancing entitlement and design of our Development Pipeline is the best way to maximize optionality and value, either through on balance sheet development, land sales, ground lease structures, and/or recapitalizations with third parties. Our 9.7 million square-foot Development Pipeline, almost 70% of which is in National Landing, is 48% fully entitled today, with the remaining 52% in various stages of the entitlement process. We anticipate 100% of our Development Pipeline to be fully entitled by the end of 2024. Given the advancements in entitlements we have made and anticipate making in the near-to-medium term, we believe that substantially all assets in our pipeline have the potential to commence construction, or be monetized through other means as mentioned above, in the next 36 months, subject to receipt of final entitlements, completion of design, and market conditions. Accordingly, in the fourth quarter, our supplemental package disclosures were modified to breakdown
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our Development Pipeline by region (rather than by “Near-Term” and “Future”) and to include increased disclosure on each project. For the revised disclosures, please see our Fourth Quarter 2022 Investor Package.
Operating Portfolio
Fundamentals across our multifamily portfolio remained solid throughout the fourth quarter. Our portfolio ended the quarter at 93.6% occupied and 94.5% leased. Excluding 8001 Woodmont (in lease-up), our multifamily portfolio ended the quarter at 94.2% occupied and 95.3% leased. Multifamily NOI increased over 10% quarter-over-quarter, primarily driven by the buyout of our partners’ interests in Atlantic Plumbing and 8001 Woodmont, as well as lower utility expenses due to seasonality. Finally, renewal trends continued on a strong trajectory. Across our portfolio, we increased rents by 9.7% upon renewal for fourth quarter lease expirations, while achieving a 55.7% renewal rate.
Market-Wide (DC Metro) Multifamily Trends (based on CoStar, UrbanTurf, and Apartment List data)
The multifamily market continued to post strong performance despite some modest signs of slowing growth, similar to those observed across the country. The market ended the year with 94.3% occupancy – down slightly from 95.1% at the end of 2021 but significantly ahead of 2020 year-end numbers. Asking rents, however, ended 2022 3.0% ahead of where they were in 2021 and 7.7% ahead of 2020. This pattern suggests that, despite some softening occupancies, the market has been able to successfully hold onto gains realized over the past two years. We also remain largely optimistic about our market from a go-forward growth perspective as it has been historically recession-resilient and has a continually shrinking pipeline. With just two projects starting in the fourth quarter, and the average level of new deliveries over the next three years dropping to 6,700 units per year, developers continue to face elevated costs and a challenging financing environment, limiting competitive supply.
Our office portfolio had a strong finish to the year. In the fourth quarter we executed 193,000 square feet of leases, over 60% of which represented renewals, with a weighted average lease term of 4.2 years, bringing our 2022 leasing volume to 936,000 square feet. The fourth quarter saw our highest quarterly volume of leases since before the pandemic, with 26 leases executed, 17 of which were signed in December.
In our National Landing office portfolio, we are seeing several strong indicators that our tenants are committed to in-person occupancy. Over the last 12 months, our National Landing retention rate stood at approximately 70%, and tenants who renewed maintained approximately 84% of their expiring square footage. Additionally, recent Kastle data reported daily physical occupancy in our National Landing portfolio continuing to increase over the last several months, with the most recent data in February showing peak days (Tuesday, Wednesday, and Thursday) averaging 71.6%, more than double the lows of January 2022. Finally, just last week Amazon mandated a return-to-office at least three days per week beginning in May, noting that collaborating, learning, and inventing are easier and more effective when employees are together and in person. We anticipate physical occupancy to continue trending upwards as Amazon and other employers recognize these realities.
With respect to National Landing lease expirations, we have 716,000 square feet of office leases rolling in 2023. These expirations include two civilian GSA tenants that are vacating due to consolidation of space into another location, with 46,000 square feet expiring in the first quarter and 66,000 square feet expiring in the second quarter. Our 2023 expirations also include 387,000 square feet leased to Amazon, with the following vacancies anticipated, coinciding with the delivery of Metropolitan Park this year: (i) 109,000 leased square feet across two interim spaces in multi-tenanted buildings; and (ii) 191,000 leased square feet at 1800 South Bell Street. 1800 South Bell has been included in our Development Pipeline since 2017 and is currently in process for entitlements for 255,000
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square feet of density. The remaining Amazon leases, inclusive of extension options, expire between 2024 and 2028. Of the remaining 217,000 square feet of non-Amazon office leases expiring in 2023, approximately 90% comprises government contractors and defense tenants who likely value the proximity to the Pentagon, particularly given the high defense budget ($817 billion), and the capabilities of the digital amenities being rolled out into the neighborhood.
Market-Wide (DC Metro) Office Trends (based on JLL, CBRE and Kastle Systems Q4 2022 reporting)
The office market’s behavior remained largely unchanged through year-end, with limited tenant activity and a bias toward contractions in leasing activity. One of the most dramatic of these give-backs was the U.S. Patent and Trademark Office relinquishing nearly 1 million square feet on its renewal in Northern Virginia. While the agency maintained 1.6 million square feet, this give-back remained another indicator of uncertainty around the future of work and the role of the federal government which, apart from mission-critical agencies, continues to lag the private sector in driving return-to-work. While some positive demand helped the metro market end the year essentially flat (negative 1.6 million square feet) from a net absorption perspective, we will likely continue to see anemic market performance into 2023 against the backdrop of high (20.7%) total vacancy. Two indicators of this anemic performance are sublease inventory and the level of large deal activity. Sublease inventory is on the rise, while nationwide, JLL reported just 42 transactions over 100,000 square feet in the fourth quarter – down 50% from the pre-pandemic average. These statistics signal that tenants remain focused on contraction even ahead of lease expirations, and few are poised to make large-scale commitments to office. This overall market malaise underscores the importance of our concentration around the Pentagon which just secured a new $817 billion FY2023 budget approval. This new budget has driven an uptick in defense contracting activity as well, which we believe directly benefits National Landing. This sector, as we have noted in the past, is a heavy user of office space and has seemed less willing to contract than others, which should help us to continue to outperform even a sluggish overall market.
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The next two years are prime time for National Landing, which means they are prime time for JBG SMITH. This period will usher in the delivery of Amazon’s HQ2 (2.1 million square feet), Virginia Tech’s Innovation Campus headquarters, over 1,500 units of new multifamily housing, and 55 new retailers. During this time, we also expect to complete the full entitlement of our 9.7 million square foot land bank and to complete our transition to majority multifamily. While the exact trajectory of the office and debt markets is impossible to predict, we are well positioned to maximize value whatever the climate.
Finally, our Chief Operating Officer, Dave Paul, retired in February. JBG SMITH is deeply grateful for his contributions to our success over the past 15 years, and the work he put in to position the company for future success. The team wishes Dave well in his next chapter.
Thank you for your continued trust and confidence.
Sincerely,

W. Matthew Kelly
Chief Executive Officer
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Section Two – Earnings Release
FOR IMMEDIATE RELEASE |
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Earnings Release
CONTACT
Barbat Rodgers
Senior Vice President, Investor Relations
(240) 333-3805
JBG SMITH ANNOUNCES FOURTH QUARTER AND FULL YEAR 2022 RESULTS
Bethesda, MD (February 21, 2023) - 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-K for the year ended December 31, 2022 and reported its financial results.
Additional information regarding our results of operations, properties, and tenants can be found in our Fourth 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.
Fourth Quarter 2022 Highlights
| ● | For the three months and year ended December 31, 2022, net income (loss), Funds From Operations ("FFO") and Core FFO attributable to common shareholders were: |
| | FOURTH QUARTER AND FULL YEAR COMPARISON | |||||||||||||||||||
in millions, except per share amounts | | Three Months Ended | | Year Ended | |||||||||||||||||
| | | December 31, 2022 | | December 31, 2021 | | December 31, 2022 | | December 31, 2021 | ||||||||||||
| | | Amount | Per Diluted Share | | Amount | Per Diluted Share | | Amount | Per Diluted Share | | Amount | Per Diluted Share | ||||||||
| Net income (loss) | | $ | (18.6) | $ | (0.17) | | $ | (56.4) | $ | (0.45) | | $ | 85.4 | $ | 0.70 | | $ | (79.3) | $ | (0.63) |
| FFO | | $ | 31.1 | $ | 0.27 | | $ | 43.1 | $ | 0.33 | | $ | 156.0 | $ | 1.31 | | $ | 159.4 | $ | 1.22 |
| Core FFO | | $ | 34.3 | $ | 0.30 | | $ | 40.4 | $ | 0.31 | | $ | 155.3 | $ | 1.30 | | $ | 177.5 | $ | 1.36 |
| ● | Annualized Net Operating Income ("NOI") for the three months ended December 31, 2022 was $322.3 million, compared to $322.0 million for the three months ended September 30, 2022, at our share. |
| o | The slight increase in Annualized NOI was substantially attributable to (i) additional NOI resulting from the purchase of our partners’ ownership interests in Atlantic Plumbing and 8001 Woodmont, (ii) real estate tax refunds received during the quarter, (iii) higher parking revenue in our commercial portfolio, and (iv) lower utilities due to seasonality, offset by (v) an increase in abatements as a result of certain previously executed lease renewals and (vi) the exclusion of our interest in L’Enfant Plaza. |
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| ● | Same Store NOI ("SSNOI") at our share increased 7.4% year-over-year to $77.2 million for the three months ended December 31, 2022. SSNOI at our share increased 12.1% year-over-year to $302.3 million for the year ended December 31, 2022. |
| o | The increase in SSNOI was substantially attributable to (i) higher occupancy and rents, and lower concessions in our multifamily portfolio, (ii) higher occupancy and average daily rates at the Crystal City Marriott, (iii) an increase in parking revenue in our commercial portfolio and (iv) abatement burn-off at certain assets, partially offset by (v) higher utilities and cleaning expenses. |
Operating Portfolio
| ● | The operating commercial portfolio was 88.5% leased and 85.1% occupied as of December 31, 2022, compared to 88.3% and 85.9% as of September 30, 2022, at our share. |
| ● | The operating multifamily portfolio was 94.5% leased and 93.6% occupied as of December 31, 2022, compared to 95.5% and 93.7% as of September 30, 2022, at our share. (Excluding 8001 Woodmont, which is in lease-up, our multifamily portfolio ended the quarter at 95.3% leased and 94.2% occupied.) |
| ● | Executed approximately 193,000 square feet of office leases at our share during the three months ended December 31, 2022, comprising approximately 72,000 square feet of first-generation leases and approximately 121,000 square feet of second-generation leases, which generated a 3.9% rental rate increase on a GAAP basis and a 0.1% rental rate decrease on a cash basis. |
| ● | Executed approximately 936,000 square feet of office leases at our share during the year ended December 31, 2022, comprising approximately 238,000 square feet of first-generation leases and approximately 698,000 square feet of second-generation leases, which generated a 3.9% rental rate decrease on a GAAP basis and a 7.2% rental rate decrease on a cash basis. |
Development Portfolio
Under-Construction
| ● | As of December 31, 2022, we had two multifamily assets under construction consisting of 1,583 units at our share. |
Development Pipeline
| ● | As of December 31, 2022, we had 20 assets in the development pipeline consisting of 9.7 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 December 31, 2022, revenue from third-party real estate services, including reimbursements, was $21.1 million. Excluding reimbursements and service revenue from our interests in real estate ventures, revenue from our third-party asset management and real estate services business was $10.1 million, primarily driven by $6.1 million of property and asset management fees, $1.4 million of leasing fees, $1.3 million of other service revenue and $1.2 million of development fees. |
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Balance Sheet
| ● | As of December 31, 2022, our total enterprise value was approximately $4.7 billion, comprising 129.1 million common shares and units valued at $2.4 billion, and debt (net of premium / (discount) and deferred financing costs) at our share of $2.5 billion, less cash and cash equivalents at our share of $253.7 million. |
| ● | As of December 31, 2022, we had $241.1 million of cash and cash equivalents ($253.7 million of cash and cash equivalents at our share), and $1.0 billion of capacity under our credit facility inclusive of our capacity under the term loan. |
| ● | Net Debt to annualized Adjusted EBITDA at our share for the three months ended December 31, 2022 was 8.6x and our Net Debt / total enterprise value was 47.7% as of December 31, 2022. |
Investing and Financing Activities
| ● | In October 2022, we repaid the $100.0 million outstanding balance under our revolving credit facility. |
| ● | As previously announced, in October 2022, we acquired an additional 3.7% ownership interest in The Wren, a multifamily asset owned by a consolidated real estate venture, for $9.5 million, increasing our ownership interest to 99.7%. |
| ● | As previously announced, in October 2022, we acquired the remaining 50.0% ownership interest in 8001 Woodmont, a multifamily asset owned by an unconsolidated real estate venture, for $115.0 million, including the assumption of $51.9 million of debt at our share. The asset was encumbered by a $103.8 million mortgage loan, which was consolidated as of the date of acquisition. |
| ● | In December 2022, one of our unconsolidated real estate ventures sold The Gale Eckington for $10.8 million at our share. |
| ● | In December 2022, we sold a land option for $6.2 million. |
Subsequent to December 31, 2022:
| ● | In January 2023, we entered into a $187.6 million loan facility, collateralized by The Wren and F1RST Residences. The loan has a seven-year term and a fixed interest rate of 5.13%. This loan is the initial advance under a Fannie Mae multifamily credit facility, which provides flexibility for collateral substitutions, future advances tied to performance, ability to mix fixed and floating rates, as well as stagger maturities. Proceeds from the loan were used to repay the mortgage loan on 2121 Crystal Drive, which had a fixed interest rate of 5.51%. |
| ● | In February 2023, we purchased the remaining 0.3% ownership interest in The Wren, a multifamily asset that was owned by a consolidated real estate venture, for $0.6 million, increasing our ownership interest to 100.0%. |
Dividends
| ● | On December 15, 2022, our Board of Trustees declared a quarterly dividend of $0.225 per common share, which was paid on January 12, 2023 to shareholders of record as of December 29, 2022. |
About JBG SMITH
JBG SMITH owns, operates, invests in, and develops mixed-use properties in high growth and high barrier-to-entry submarkets in and around Washington, DC. Through an intense focus on placemaking, JBG SMITH cultivates
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vibrant, amenity-rich, walkable neighborhoods throughout the Washington, DC metropolitan area. Approximately two-thirds of JBG SMITH's holdings are in the National Landing submarket in Northern Virginia, which is anchored by four key demand drivers: Amazon's new headquarters, which is being developed by JBG SMITH; Virginia Tech's under-construction $1 billion Innovation Campus; the submarket’s proximity to the Pentagon; and JBG SMITH’s deployment of next-generation public and private 5G digital infrastructure. JBG SMITH's dynamic portfolio currently comprises 15.3 million square feet of high-growth office, multifamily, and retail assets at share, 98% of which are metro-served. It also maintains a development pipeline encompassing 9.7 million square feet of mixed-use development opportunities. JBG SMITH’s capital allocation strategy is to shift the majority of its portfolio to multifamily and concentrate its office assets in National Landing. JBG SMITH is committed to the operation and development of green, smart, and healthy buildings and plans to maintain carbon neutral operations annually. For more information on JBG SMITH please visit www.jbgsmith.com.
Forward-Looking Statements
Certain statements contained herein may constitute "forward-looking statements" as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Consequently, the future results, financial condition and business of JBG SMITH Properties ("JBG SMITH", the "Company", "we", "us", "our" or similar terms) may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as "approximate", "hypothetical", "potential", "believes", "expects", "anticipates", "estimates", "intends", "plans", "would", "may" or similar expressions in this earnings release. We also note the following forward-looking statements: the potential 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; 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 assets in the development pipeline, estimated square feet, estimated number of units and estimated potential development density are accurate; expected timing, completion, modifications and delivery dates for the projects we are developing for Amazon; the ability of any or all of our demand drivers to materialize and their effect on economic impact, job growth, expansion of public transportation and related demand in the National Landing submarket; planned infrastructure and educational improvements related to Amazon's additional headquarters and the Virginia Tech Innovation Campus; our development plans related to National Landing; whether we will be able to successfully shift the majority of our portfolio to multifamily; our ability to satisfy environmental, social or governance standards set by various constituencies; and whether we can access agency debt secured by our currently unencumbered multifamily assets timely, on reasonable terms or at all; whether our estimated borrowing capacity is accurate; 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
5
our ability to control or predict. These factors include, among others: adverse economic conditions in the Washington, DC metropolitan area, the timing of and costs associated with development and property improvements, financing commitments, and general competitive factors. For further discussion of factors that could materially affect the outcome of our forward-looking statements and other risks and uncertainties, see "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Cautionary Statement Concerning Forward-Looking Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 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.
6
Occupancy, non-GAAP financial measures, leverage metrics, operating assets and operating metrics presented in our investor package exclude our 10.0% subordinated interest in one commercial building, our 33.5% subordinated interest in four commercial buildings, and our 49.0% interest in three commercial buildings, as well as the associated non-recourse mortgage loans, held through unconsolidated real estate ventures, as our investment in each real estate venture is zero, we do not anticipate receiving any near-term cash flow distributions from the real estate ventures and we have not guaranteed their obligations or otherwise committed to providing financial support.
Non-GAAP Financial Measures
This release includes non-GAAP financial measures. For these measures, we have provided an explanation of how these non-GAAP measures are calculated and why JBG SMITH's management believes that the presentation of these measures provides useful information to investors regarding JBG SMITH's financial condition and results of operations. Reconciliations of certain non-GAAP measures to the most directly comparable GAAP financial measure are included in this earnings release. Our presentation of non-GAAP financial measures may not be comparable to similar non-GAAP measures used by other companies. In addition to "at share" financial information, the following non-GAAP measures are included in this release:
Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"), EBITDA for Real Estate ("EBITDAre") and "Adjusted EBITDA" are non-GAAP financial measures. EBITDA and EBITDAre are used by management as supplemental operating performance measures, which we believe help investors and lenders meaningfully evaluate and compare our operating performance from period-to-period by removing from our operating results the impact of our capital structure (primarily interest charges from our outstanding debt and the impact of our interest rate swaps) and certain non-cash expenses (primarily depreciation and amortization expense on our assets). EBITDAre is computed in accordance with the definition established by the National Association of Real Estate Investment Trusts ("Nareit"). Nareit defines EBITDAre as GAAP net income (loss) adjusted to exclude interest expense, income taxes, depreciation and amortization expense, gains and losses on sales of real estate and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, including our share of such adjustments 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.
7
Funds from Operations ("FFO"), "Core FFO" and Funds Available for Distribution ("FAD") are non-GAAP financial measures. FFO is computed in accordance with the definition established by Nareit in the Nareit FFO White Paper - 2018 Restatement. Nareit defines FFO as net income (loss) (computed in accordance with GAAP), excluding depreciation and amortization expense related to real estate, gains and losses from the sale of certain real estate assets, gains and losses from change in control and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, including our share of such adjustments for unconsolidated real estate ventures.
Core FFO represents FFO adjusted to exclude items which we believe are not representative of ongoing operating results, such as Transaction and Other Costs, impairment write-downs of 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, which implicitly assumes that the value of real estate diminishes predictably over time rather than fluctuating based on market conditions, and other non-comparable income and expenses. FFO, Core FFO and FAD do not represent cash generated from operating activities and are not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income (loss) (computed in accordance with GAAP) as a performance measure or cash flow as a liquidity measure. FFO, Core FFO and FAD may not be comparable to similarly titled measures used by other companies.
"Net Debt" is a non-GAAP financial measurement. Net Debt represents our total consolidated and unconsolidated indebtedness less cash and cash equivalents at our share. Net Debt is an important component in the calculations of Net Debt to Annualized Adjusted EBITDA and Net Debt / total enterprise value. We believe that Net Debt is a meaningful non-GAAP financial measure useful to investors because we review Net Debt as part of the management of our overall financial flexibility, capital structure and leverage. We may utilize a considerable portion of our cash and cash equivalents at any given time for purposes other than debt reduction. In addition, cash and cash equivalents at our share may not be solely controlled by us. The deduction of cash and cash equivalents at our share from consolidated and unconsolidated indebtedness in the calculation of Net Debt, therefore, should not be understood to mean that it is available exclusively for debt reduction at any given time.
8
Net Operating Income ("NOI") and "Annualized NOI" are non-GAAP financial measures management uses to assess an asset's performance. The most directly comparable GAAP measure is net income (loss) attributable to common shareholders. We use NOI internally as a performance measure and believe NOI provides useful information to investors regarding our financial condition and results of operations because it reflects only property related revenue (which includes base rent, tenant reimbursements and other operating revenue, net of Free Rent and payments associated with assumed lease liabilities) less operating expenses and ground rent for operating leases, if applicable. NOI also excludes deferred rent, related party management fees, interest expense, and certain other non-cash adjustments, including the accretion of acquired below-market leases and the amortization of acquired above-market leases and below-market ground lease intangibles. Management uses NOI as a supplemental performance measure of our assets and believes it provides useful information to investors because it reflects only those revenue and expense items that are incurred at the asset level, excluding non-cash items. In addition, NOI is considered by many in the real estate industry to be a useful starting point for determining the value of a real estate asset or group of assets. However, because NOI excludes depreciation and amortization expense and captures neither the changes in the value of our assets that result from use or market conditions, nor the level of capital expenditures and capitalized leasing commissions necessary to maintain the operating performance of our assets, all of which have real economic effect and could materially impact the financial performance of our assets, the utility of NOI as a measure of the operating performance of our assets is limited. NOI presented by us may not be comparable to NOI reported by other 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 December 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 December 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.
Definitions
"Development Pipeline" refers to assets that have the potential to commence construction subject to receipt of full entitlements, completion of design and market conditions where we (i) own land or control the land through a ground lease or (ii) are under a long-term conditional contract to purchase, or enter into, a leasehold interest with respect to land.
"Estimated Potential Development Density" reflects management's estimate of developable gross square feet based on our current business plans with respect to real estate owned or controlled as of December 31, 2022. Our
9
current business plans may contemplate development of less than the maximum potential development density for individual assets. As market conditions change, our business plans, and therefore, the Estimated Potential Development Density, could change accordingly. Given timing, zoning requirements and other factors, we make no assurance that Estimated Potential Development Density amounts will become actual density to the extent we complete development of assets for which we have made such estimates.
"First-generation" is a lease on space that had been vacant for at least nine months or a lease on newly delivered space.
"Formation Transaction" refers collectively to the spin-off on July 17, 2017 of substantially all of the assets and liabilities of Vornado Realty Trust's Washington, DC segment, which operated as Vornado / Charles E. Smith, and the acquisition of the management business and certain assets and liabilities of The JBG Companies.
"Free Rent" means the amount of base rent and tenant reimbursements that are abated according to the applicable lease agreement(s).
"GAAP" 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 December 31, 2022.
"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.
"Second-generation" is a lease on space that had been vacant for less than nine months.
"Transaction and Other Costs" include pursuit costs related to completed, potential and pursued transactions, demolition costs, integration and severance costs, and other expenses.
"Under-Construction" refers to assets that were under construction during the three months ended December 31, 2022.
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CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| in thousands | | December 31, 2022 | | December 31, 2021 |
| ||
| | | | | | | |
|
| ASSETS | | | | | | |
|
| Real estate, at cost: |
| |
|
| |
| |
| Land and improvements | | $ | 1,302,569 | | $ | 1,378,218 | |
| Buildings and improvements | |
| 4,310,821 | |
| 4,513,606 | |
| Construction in progress, including land | |
| 544,692 | |
| 344,652 | |
| | |
| 6,158,082 | |
| 6,236,476 | |
| Less: accumulated depreciation | |
| (1,335,000) | |
| (1,368,003) | |
| Real estate, net | |
| 4,823,082 | |
| 4,868,473 | |
| Cash and cash equivalents | |
| 241,098 | |
| 264,356 | |
| Restricted cash | |
| 32,975 | |
| 37,739 | |
| Tenant and other receivables | |
| 56,304 | |
| 44,496 | |
| Deferred rent receivable | |
| 170,824 | |
| 192,265 | |
| Investments in unconsolidated real estate ventures | |
| 299,881 | |
| 462,885 | |
| Intangible assets, net | | | 162,246 | | | 201,956 | |
| Other assets, net | |
| 117,028 | |
| 240,160 | |
| Assets held for sale | |
| — | |
| 73,876 | |
| TOTAL ASSETS | | $ | 5,903,438 | | $ | 6,386,206 | |
| | | | | | | | |
| LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY | |
|
| |
|
| |
| Liabilities: | |
|
| |
|
| |
| Mortgage loans, net | | $ | 1,890,174 | | $ | 1,777,699 | |
| Revolving credit facility | |
| — | |
| 300,000 | |
| Unsecured term loans, net | |
| 547,072 | |
| 398,664 | |
| Accounts payable and accrued expenses | |
| 138,060 | |
| 106,136 | |
| Other liabilities, net | |
| 132,710 | |
| 342,565 | |
| Total liabilities | |
| 2,708,016 | |
| 2,925,064 | |
| Commitments and contingencies | |
|
| |
|
| |
| Redeemable noncontrolling interests | |
| 481,310 | |
| 522,725 | |
| Total equity | |
| 2,714,112 | |
| 2,938,417 | |
| TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY | | $ | 5,903,438 | | $ | 6,386,206 | |
Note: For complete financial statements, please refer to our Annual Report on Form 10-K for the year ended December 31, 2022.
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
in thousands, except per share data | | Three Months Ended December 31, | | Year Ended December 31, | ||||||||
| | 2022 | | 2021 | | 2022 | | 2021 | ||||
REVENUE | | | | | | | | | | | | |
Property rental |
| $ | 123,293 |
| $ | 128,626 | | $ | 491,738 |
| $ | 499,586 |
Third-party real estate services, including reimbursements | |
| 21,050 | |
| 23,309 | |
| 89,022 | |
| 114,003 |
Other revenue | |
| 6,397 | |
| 5,472 | |
| 25,064 | |
| 20,773 |
Total revenue | |
| 150,740 | |
| 157,407 | |
| 605,824 | |
| 634,362 |
EXPENSES | |
|
| |
|
| |
|
| |
|
|
Depreciation and amortization | |
| 56,174 | |
| 58,173 | |
| 213,771 | |
| 236,303 |
Property operating | |
| 37,535 | |
| 40,709 | |
| 150,004 | |
| 150,638 |
Real estate taxes | |
| 14,297 | |
| 15,696 | |
| 62,167 | |
| 70,823 |
General and administrative: | |
|
| |
|
| |
| | |
|
|
Corporate and other | |
| 15,611 | |
| 15,344 | |
| 58,280 | |
| 53,819 |
Third-party real estate services | |
| 22,107 | |
| 27,124 | |
| 94,529 | |
| 107,159 |
Share-based compensation related to Formation Transaction and special equity awards | |
| 1,022 | |
| 3,459 | |
| 5,391 | |
| 16,325 |
Transaction and other costs | |
| 879 | |
| 1,518 | |
| 5,511 | |
| 10,429 |
Total expenses | |
| 147,625 | |
| 162,023 | |
| 589,653 | |
| 645,496 |
OTHER INCOME (EXPENSE) | |
|
| |
|
| |
|
| |
|
|
Loss from unconsolidated real estate ventures, net | |
| (4,600) | |
| (25,583) | |
| (17,429) | |
| (2,070) |
Interest and other income, net | |
| 1,715 | |
| 8,672 | |
| 18,617 | |
| 8,835 |
Interest expense | |
| (25,679) | |
| (17,649) | |
| (75,930) | |
| (67,961) |
Gain on the sale of real estate, net | |
| 3,263 | |
| — | |
| 161,894 | |
| 11,290 |
Loss on the extinguishment of debt | |
| — | |
| — | |
| (3,073) | |
| — |
Impairment loss | | | — | | | (25,144) | | | — | | | (25,144) |
Total other income (expense) | |
| (25,301) | |
| (59,704) | |
| 84,079 | |
| (75,050) |
INCOME (LOSS) BEFORE INCOME TAX (EXPENSE) BENEFIT | |
| (22,186) | |
| (64,320) | |
| 100,250 | |
| (86,184) |
Income tax (expense) benefit | |
| 1,336 | |
| 986 | |
| (1,264) | |
| (3,541) |
NET INCOME (LOSS) | |
| (20,850) | |
| (63,334) | |
| 98,986 | |
| (89,725) |
Net (income) loss attributable to redeemable noncontrolling interests | |
| 2,468 | |
| 6,256 | |
| (13,244) | |
| 8,728 |
Net (income) loss attributable to noncontrolling interests | | | (197) | |
| 632 | | | (371) | | | 1,740 |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS | | $ | (18,579) | | $ | (56,446) | | $ | 85,371 | | $ | (79,257) |
EARNINGS (LOSS) PER COMMON SHARE - BASIC AND DILUTED | | $ | (0.17) | | $ | (0.45) | | $ | 0.70 | | $ | (0.63) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED | |
| 113,854 | |
| 129,009 | |
| 119,005 | |
| 130,839 |
Note: For complete financial statements, please refer to our Annual Report on Form 10-K for the year ended December 31, 2022.
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EBITDA, EBITDAre AND ADJUSTED EBITDA RECONCILIATIONS (NON-GAAP)
(Unaudited)
| dollars in thousands |
| Three Months Ended December 31, | | Year Ended December 31, |
| ||||||||
| | | 2022 | | 2021 | | 2022 | | 2021 |
| ||||
| | | | | | | | | | | | | |
|
| EBITDA, EBITDAre and Adjusted EBITDA |
| | | | | | | |
| | |
| |
| Net income (loss) | | $ | (20,850) | | $ | (63,334) | | $ | 98,986 | | $ | (89,725) | |
| Depreciation and amortization expense | | | 56,174 | | | 58,173 | | | 213,771 | | | 236,303 | |
| Interest expense | | | 25,679 | | | 17,649 | | | 75,930 | | | 67,961 | |
| Income tax expense (benefit) | | | (1,336) | | | (986) | | | 1,264 | | | 3,541 | |
| Unconsolidated real estate ventures allocated share of above adjustments | | | 3,738 | | | 9,696 | | | 30,786 | | | 40,588 | |
| EBITDA attributable to noncontrolling interests | | | 22 | | | 546 | | | (79) | | | 1,522 | |
| EBITDA | | $ | 63,427 | | $ | 21,744 | | $ | 420,658 | | $ | 260,190 | |
| Gain on the sale of real estate, net | | | (3,263) | | | — | | | (161,894) | | | (11,290) | |
| Gain on the sale of unconsolidated real estate assets | | | (618) | | | — | | | (6,797) | | | (28,326) | |
| Real estate impairment loss | | | — | | | 25,144 | | | — | | | 25,144 | |
| Impairment related to unconsolidated real estate ventures (1) | | | 3,885 | | | 23,883 | | | 19,286 | | | 25,263 | |
| | | | | | | | | | | | | | |
| EBITDAre | | $ | 63,431 | | $ | 70,771 | | $ | 271,253 | | $ | 270,981 | |
| Transaction and other costs, net of noncontrolling interests (2) | | | 879 | | | 888 | | | 5,477 | | | 8,691 | |
| Business interruption insurance proceeds | | | — | | | (4,517) | | | — | | | (4,517) | |
| Loss (income) from investments, net | | | 298 | | | (3,620) | | | (14,423) | | | (3,620) | |
| Loss on the extinguishment of debt | | | — | | | — | | | 3,073 | | | — | |
| Share-based compensation related to Formation Transaction and special equity awards | | | 1,022 | | | 3,459 | | | 5,391 | | | 16,325 | |
| Earnings and distributions in excess of our investment in unconsolidated real estate venture | | | (405) | | | (181) | | | (988) | | | (883) | |
| Lease liability adjustments | | | — | | | (134) | | | — | | | (134) | |
| Unconsolidated real estate ventures allocated share of above adjustments | | | 26 | | | (497) | | | 2,105 | | | (327) | |
| | | | | | | | | | | | | | |
| Adjusted EBITDA | | $ | 65,251 | | $ | 66,169 | | $ | 271,888 | | $ | 286,516 | |
| | | | | | | | | | | | | | |
| Net Debt to Annualized Adjusted EBITDA (3) | | | 8.6 | x | | 9.6 | x | | 8.2 | x | | 8.9 | x |
| | | | | | | | | | | | | | |
| | | | | | | | | December 31, 2022 | | December 31, 2021 | | ||
| Net Debt (at JBG SMITH Share) | | | | | | | | |
| | |
| |
| Consolidated indebtedness (4) | | | | | | | | $ | 2,431,730 | | $ | 2,464,927 | |
| Unconsolidated indebtedness (4) | | | | | | | | | 54,975 | | | 370,743 | |
| Total consolidated and unconsolidated indebtedness | | | | | | | | | 2,486,705 | | | 2,835,670 | |
| Less: cash and cash equivalents | | | | | | | | | 253,698 | | | 282,097 | |
| Net Debt (at JBG SMITH Share) | | | | | | | | $ | 2,233,007 | | $ | 2,553,573 | |
Note: All EBITDA measures as shown above are attributable to common limited partnership units ("OP Units") and certain fully-vested incentive equity awards that are convertible into OP Units.
| (1) | Related to decreases in the value of the underlying real estate assets. |
| (2) | Includes pursuit costs related to completed, potential and pursued transactions, demolition costs, integration and severance costs, and other expenses. |
| (3) | Calculated using Net Debt. Quarterly Adjusted EBITDA is annualized by multiplying by four. |
| (4) | Net of premium/discount and deferred financing costs. |
13
FFO, CORE FFO AND FAD RECONCILIATIONS (NON-GAAP)
(Unaudited)
| in thousands, except per share data | Three Months Ended December 31, | | Year Ended December 31, |
| ||||||||
| | 2022 |
| 2021 | XX | 2022 |
| 2021 | | ||||
| | | | | | | | | | | | | |
| FFO and Core FFO | | | | | | | | | | | | |
| Net income (loss) attributable to common shareholders | $ | (18,579) |
| $ | (56,446) | | $ | 85,371 |
| $ | (79,257) | |
| Net income (loss) attributable to redeemable noncontrolling interests |
| (2,468) |
| | (6,256) | |
| 13,244 |
| | (8,728) | |
| Net income (loss) attributable to noncontrolling interests |
| 197 |
| | (632) | |
| 371 |
| | (1,740) | |
| Net income (loss) |
| (20,850) |
| | (63,334) | |
| 98,986 |
| | (89,725) | |
| Gain on the sale of real estate, net of tax |
| (3,263) |
| | — | |
| (158,769) |
| | (11,290) | |
| Gain on the sale of unconsolidated real estate assets |
| (618) |
| | — | |
| (6,797) |
| | (28,326) | |
| Real estate depreciation and amortization |
| 54,153 |
| | 55,902 | |
| 204,752 |
| | 227,424 | |
| Real estate impairment loss, net of tax | | — | | | 24,301 | | | — | | | 24,301 | |
| Impairment related to unconsolidated real estate ventures (1) | | 3,885 | | | 23,883 | | | 19,286 | | | 25,263 | |
| Pro rata share of real estate depreciation and amortization from unconsolidated real estate ventures |
| 2,884 |
| | 6,626 | |
| 21,169 |
| | 28,216 | |
| FFO attributable to noncontrolling interests |
| (326) |
| | 546 | |
| (735) |
| | 1,522 | |
| FFO Attributable to OP Units | $ | 35,865 |
| $ | 47,924 | | $ | 177,892 |
| $ | 177,385 | |
| FFO attributable to redeemable noncontrolling interests |
| (4,776) |
| | (4,792) | |
| (21,846) |
| | (18,034) | |
| FFO Attributable to Common Shareholders | $ | 31,089 |
| $ | 43,132 | | $ | 156,046 |
| $ | 159,351 | |
| | | | | | | | | | | | | |
| FFO attributable to OP Units | $ | 35,865 |
| $ | 47,924 | | $ | 177,892 |
| $ | 177,385 | |
| Transaction and other costs, net of tax and noncontrolling interests (2) |
| 981 |
| | 865 | |
| 5,313 |
| | 8,586 | |
| Business interruption insurance proceeds | | — | | | (4,517) | | | — | | | (4,517) | |
| Loss (income) from investments, net | | 109 | | | (2,711) | | | (10,819) | | | (2,711) | |
| (Gain) loss from mark-to-market on derivative instruments, net of noncontrolling interests |
| 1,487 |
| | (292) | |
| (6,686) |
| | (342) | |
| Loss on the extinguishment of debt |
| — |
| | — | |
| 3,073 |
| | — | |
| Earnings and distributions in excess of our investment in unconsolidated real estate venture |
| (405) |
| | (181) | |
| (988) |
| | (883) | |
| Share-based compensation related to Formation Transaction and special equity awards |
| 1,022 |
| | 3,459 | |
| 5,391 |
| | 16,325 | |
| Lease liability adjustments |
| — |
| | (134) | |
| — |
| | (134) | |
| Amortization of management contracts intangible, net of tax |
| 1,106 |
| | 1,073 | |
| 4,422 |
| | 4,290 | |
| Unconsolidated real estate ventures allocated share of above adjustments |
| 21 |
| | (543) | |
| 1,150 |
| | (435) | |
| Core FFO Attributable to OP Units | $ | 40,186 |
| $ | 44,943 | | $ | 178,748 |
| $ | 197,564 | |
| Core FFO attributable to redeemable noncontrolling interests |
| (5,883) |
| | (4,494) | |
| (23,424) |
| | (20,106) | |
| Core FFO Attributable to Common Shareholders | $ | 34,303 |
| $ | 40,449 | | $ | 155,324 |
| $ | 177,458 | |
| FFO per common share - diluted | $ | 0.27 |
| $ | 0.33 | | $ | 1.31 |
| $ | 1.22 | |
| Core FFO per common share - diluted | $ | 0.30 |
| $ | 0.31 | | $ | 1.30 |
| $ | 1.36 | |
| Weighted average shares - diluted (FFO and Core FFO) |
| 113,917 |
| | 129,009 | |
| 119,036 |
| | 130,839 | |
See footnotes on page 15.
14
FFO, CORE FFO AND FAD RECONCILIATIONS (NON-GAAP)
(Unaudited)
| in thousands, except per share data | | Three Months Ended December 31, | | Year Ended December 31, |
| ||||||||
| |
| 2022 |
| 2021 | | 2022 |
| 2021 | | ||||
| | | | | | | | | | | | | | |
| FAD | | | | | | | | | | | | | |
| Core FFO attributable to OP Units |
| $ | 40,186 |
| $ | 44,943 | | $ | 178,748 |
| $ | 197,564 | |
| Recurring capital expenditures and Second-generation tenant improvements and leasing commissions (3) | |
| (16,780) | |
| (21,773) | |
| (53,876) | |
| (56,554) | |
| Straight-line and other rent adjustments (4) | |
| (7,655) | |
| (2,985) | |
| (17,442) | |
| (15,539) | |
| Third-party lease liability assumption payments | |
| — | |
| — | |
| (25) | |
| (1,803) | |
| Share-based compensation expense | |
| 8,084 | |
| 9,663 | |
| 34,462 | |
| 34,583 | |
| Amortization of debt issuance costs | |
| 1,162 | |
| 1,142 | |
| 4,595 | |
| 4,469 | |
| Unconsolidated real estate ventures allocated share of above adjustments | |
| 2,315 | |
| (1,332) | |
| (1,240) | |
| (5,469) | |
| Non-real estate depreciation and amortization | |
| 546 | |
| 795 | |
| 3,114 | |
| 2,975 | |
| FAD available to OP Units (A) | | $ | 27,858 | | $ | 30,453 | | $ | 148,336 | | $ | 160,226 | |
| Distributions to common shareholders and unitholders (B) | | $ | 29,625 | | $ | 33,137 | | $ | 123,829 | | $ | 135,771 | |
| FAD Payout Ratio (B÷A) (5) | |
| 106.3 | % |
| 108.8 | % |
| 83.5 | % |
| 84.7 | % |
| | | | | | | | | | | | | | |
| Capital Expenditures | | | | | | | | | | | | | |
| Maintenance and recurring capital expenditures | | $ | 6,282 | | $ | 8,121 | | $ | 22,137 | | $ | 23,827 | |
| Share of maintenance and recurring capital expenditures from unconsolidated real estate ventures | |
| 72 | |
| 168 | |
| 550 | |
| 804 | |
| Second-generation tenant improvements and leasing commissions | |
| 10,276 | |
| 12,815 | |
| 30,621 | |
| 30,095 | |
| Share of Second-generation tenant improvements and leasing commissions from unconsolidated real estate ventures | |
| 150 | |
| 669 | |
| 568 | |
| 1,828 | |
| Recurring capital expenditures and Second-generation tenant improvements and leasing commissions | |
| 16,780 | |
| 21,773 | |
| 53,876 | |
| 56,554 | |
| Non-recurring capital expenditures | |
| 11,822 | |
| 15,008 | |
| 52,016 | |
| 28,081 | |
| Share of non-recurring capital expenditures from unconsolidated real estate ventures | |
| 5 | |
| 145 | |
| 63 | |
| 429 | |
| First-generation tenant improvements and leasing commissions | |
| 5,075 | |
| 6,229 | |
| 27,349 | |
| 11,370 | |
| Share of First-generation tenant improvements and leasing commissions from unconsolidated real estate ventures | |
| 229 | |
| 987 | |
| 1,267 | |
| 2,471 | |
| Non-recurring capital expenditures | |
| 17,131 | |
| 22,369 | |
| 80,695 | |
| 42,351 | |
| Total JBG SMITH Share of Capital Expenditures | | $ | 33,911 | | $ | 44,142 | | $ | 134,571 | | $ | 98,905 | |
| (1) | Related to decreases in the value of the underlying real estate assets. |
| (2) | Includes pursuit costs related to completed, potential and pursued transactions, demolition costs, integration and severance costs, and other expenses. |
| (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. |
15
NOI RECONCILIATIONS (NON-GAAP)
(Unaudited)
| dollars in thousands | | Three Months Ended December 31, | | Year Ended December 31, |
| ||||||||
| | | 2022 | | 2021 | | 2022 | | 2021 | | ||||
| | | | | | | | | | | | | | |
| Net income (loss) attributable to common shareholders |
| $ | (18,579) |
| $ | (56,446) | | $ | 85,371 |
| $ | (79,257) | |
| Add: | |
|
| |
|
| |
|
| |
|
| |
| Depreciation and amortization expense | |
| 56,174 | |
| 58,173 | |
| 213,771 | |
| 236,303 | |
| General and administrative expense: | |
|
| |
|
| |
|
| |
|
| |
| Corporate and other | |
| 15,611 | |
| 15,344 | |
| 58,280 | |
| 53,819 | |
| Third-party real estate services | |
| 22,107 | |
| 27,124 | |
| 94,529 | |
| 107,159 | |
| Share-based compensation related to Formation Transaction and special equity awards | |
| 1,022 | |
| 3,459 | |
| 5,391 | |
| 16,325 | |
| Transaction and other costs | |
| 879 | |
| 1,518 | |
| 5,511 | |
| 10,429 | |
| Interest expense | |
| 25,679 | |
| 17,649 | |
| 75,930 | |
| 67,961 | |
| Loss on the extinguishment of debt | |
| — | |
| — | |
| 3,073 | |
| — | |
| Impairment loss | | | — | | | 25,144 | | | — | | | 25,144 | |
| Income tax expense (benefit) | |
| (1,336) | |
| (986) | |
| 1,264 | |
| 3,541 | |
| Net income (loss) attributable to redeemable noncontrolling interests | |
| (2,468) | |
| (6,256) | |
| 13,244 | |
| (8,728) | |
| Net income (loss) attributable to noncontrolling interests | | | 197 | |
| (632) | | | 371 | | | (1,740) | |
| Less: | |
|
| |
|
| |
|
| |
|
| |
| Third-party real estate services, including reimbursements revenue | |
| 21,050 | |
| 23,309 | |
| 89,022 | |
| 114,003 | |
| Other revenue | |
| 1,663 | |
| 2,013 | |
| 7,421 | |
| 7,671 | |
| Loss from unconsolidated real estate ventures, net | |
| (4,600) | |
| (25,583) | |
| (17,429) | |
| (2,070) | |
| Interest and other income, net | |
| 1,715 | |
| 8,672 | |
| 18,617 | |
| 8,835 | |
| Gain on the sale of real estate, net | |
| 3,263 | |
| — | |
| 161,894 | |
| 11,290 | |
| | | | | | | | | | | | | | |
| Consolidated NOI | |
| 76,195 | |
| 75,680 | |
| 297,210 | |
| 291,227 | |
| NOI attributable to unconsolidated real estate ventures at our share | |
| 4,483 | |
| 6,289 | |
| 26,861 | |
| 29,232 | |
| Non-cash rent adjustments (1) | |
| (7,655) | |
| (2,985) | |
| (17,442) | |
| (15,539) | |
| Other adjustments (2) | |
| 7,069 | |
| 6,107 | |
| 27,739 | |
| 20,732 | |
| Total adjustments | |
| 3,897 | |
| 9,411 | |
| 37,158 | |
| 34,425 | |
| NOI | | $ | 80,092 | | $ | 85,091 | | $ | 334,368 | | $ | 325,652 | |
| Less: out-of-service NOI loss (3) | |
| (805) | |
| (1,745) | |
| (4,849) | |
| (6,382) | |
| Operating Portfolio NOI | | $ | 80,897 | | $ | 86,836 | | $ | 339,217 | | $ | 332,034 | |
| Non-Same Store NOI (4) | |
| 3,744 | |
| 14,988 | |
| 36,962 | |
| 62,293 | |
| Same Store NOI (5) | | $ | 77,153 | | $ | 71,848 | | $ | 302,255 | | $ | 269,741 | |
| | | | | | | | | | | | | | |
| Change in Same Store NOI | | | 7.4 | % | | | |
| 12.1 | % |
| | |
| Number of properties in Same Store pool | | | 48 | | | | |
| 47 | |
|
| |
| (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 assets in the Development Pipeline. |
| (4) | Includes the results of properties that were not In-Service for the entirety of both periods being compared, including disposed properties, and properties for which significant redevelopment, renovation or repositioning occurred during either of the periods being compared. |
| (5) | Includes the results of the properties that are owned, operated and In-Service for the entirety of both periods being compared. |
16


TABLE OF CONTENTS | DECEMBER 31, 2022 |
Table of Contents
| Page |
Overview | |
3-5 | |
6 | |
7 | |
8-9 | |
10 | |
Financial Information | |
11 | |
12 | |
Unconsolidated Real Estate Ventures - Balance Sheet and Operating Information | 13 |
14 | |
EBITDA, EBITDAre and Adjusted EBITDA Reconciliations (Non-GAAP) | 15 |
16-17 | |
Third-Party Asset Management and Real Estate Services Business (Non-GAAP) | 18 |
Pro Rata Adjusted General and Administrative Expenses (Non-GAAP) | 19 |
20 | |
21-22 | |
23 | |
24 | |
25 | |
26 | |
Leasing Activity | |
27 | |
28 | |
29 | |
30 | |
31 | |
32 | |
Property Data | |
33 | |
Property Tables: | |
34-36 | |
37-39 | |
40 | |
41-42 | |
43 | |
Debt | |
44 | |
45-46 | |
Real Estate Ventures | |
47-48 | |
49-53 | |
Appendices – Transaction and Other Costs, and Reconciliations of Non-GAAP Financial Measures | 54-58 |
| | Page 2 |
Disclosures
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 Investor Package. We also note the following forward-looking statements: the impact of disruptions to the credit and capital markets on our ability to access capital, including refinancing maturing debt; potential Net Operating Income growth and the assumptions on which such growth is premised, our estimated future leverage (Net Debt/Annualized Adjusted EBITDA and Net Debt/Total Enterprise Value) profile, the economic impact, job growth, expansion of public transportation and related demand for multifamily and commercial properties of Amazon.com, Inc.'s ("Amazon") additional headquarters on the Washington, DC metropolitan area and National Landing and the speed with which such impact occurs and Amazon's plans for accelerated hiring and in-person work requirements; 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; long-term trends in demand for housing (including multifamily) within major urban employment centers; whether the Washington, DC area will be more resilient than other parts of the country in any recession; whether we will recognize currently estimated unrecognized development fee revenue on the anticipated timing or at all; potential countercyclical growth caused by the concentration in the Washington, DC area of Amazon, the federal government, government contractors, and the Virginia Tech Innovation campus; whether National Landing will benefit economically from its proximity to the Pentagon and elevated defense spending; the anticipated growth of our target submarkets; the economic impact of DC's diversification into technology; our annual dividend per share and dividend yield; annualized Net Operating Income; adjusted annualized Net Operating Income; expected timing, completion, modifications and delivery dates for the projects we are developing for Amazon; the ability of any or all of our demand drivers to materialize and their effect on economic impact, job growth, expansion of public transportation and related demand in the National Landing submarket; planned infrastructure and educational improvements related to Amazon's additional headquarters; 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; the impact on our net asset value of the Amazon transactions; in the case of any further Amazon lease transactions and our new development opportunities in National Landing, the total square feet to be leased to Amazon and the expected net effective rent; the impact of increases in government spending on increases in agency and contractor spending locally; whether we can access agency debt secured by our currently unencumbered multifamily assets timely, on reasonable terms or at all; whether our estimated borrowing capacity is accurate; whether we will succeed in our contemplated recycling of disposition proceeds into acquisitions yielding the anticipated stabilized capitalization rates; whether we are able to renew at or above our historical retention rates on rolling leases; whether the allocation of capital to our share repurchase plan has any impact on our share price; whether our rent estimates are accurate; whether in the case of our Under-Construction assets and assets in the Development Pipeline, estimated square feet, estimated number of units, estimated construction start, the estimated completion date, estimated stabilization date, Estimated Incremental Investment, Estimated Total Investment, Projected NOI Yield, weighted average Projected NOI Yield, NOI Yield or Estimated Total Project Cost, estimated total NOI weighted average completion date, yield on cost, weighted average stabilization date, intended type of asset use and potential tenants, Estimated Potential Development Density, and Estimated Stabilized NOI are accurate; whether our Under-Construction assets will deliver the Annualized NOI that we anticipate; our ability to satisfy environmental, social or governance standards set by various constituencies and to continue achieving market leadership regarding environmental, social and governance ("ESG") initiatives; whether our plans related to our investment in 5G wireless spectrum across National Landing will be a significant demand catalyst; whether the required 5G sites will be delivered on the anticipated timeline or at all; whether the anticipated placemaking in National Landing will be realized; whether organizations will relocate their corporate headquarters to National Landing on the anticipated timelines or at all; whether the number of retailers and multifamily units in National Landing will increase to the levels anticipated or on the timelines anticipated; whether Amazon's return-to-the-office policy will continue to require that employees live within commuting distance of their office; whether we will be able to successfully shift the majority of our portfolio to multifamily and concentrate our office portfolio in National Landing, and in the case of our Development Pipeline opportunities, Estimated Potential Development Density and estimated entitlement timeline including the potential for delays in the entitlement process.
Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict. These factors include, among others: adverse economic conditions in the Washington, DC metropolitan area, the timing of and costs associated with development and property improvements, financing commitments, and general competitive factors. For further discussion of factors that could materially affect the outcome of our forward-looking statements and other risks and uncertainties, see "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Cautionary Statement Concerning Forward-Looking Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 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
| | Page 3 |
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.
Organization and Basis of Presentation
JBG SMITH Properties ("JBG SMITH") was organized as a Maryland real estate investment trust ("REIT") for the purpose of receiving, via the spin-off on July 17, 2017 (the "Separation"), substantially all of the assets and liabilities of Vornado Realty Trust's Washington, DC segment. On July 18, 2017, JBG SMITH acquired the management business and certain assets and liabilities of The JBG Companies ("JBG") (the "Combination"). The Separation and the Combination are collectively referred to as the "Formation Transaction."
The information contained in this Investor Package does not purport to disclose all items required by the accounting principles generally accepted in the United States of America ("GAAP") and is unaudited information, unless otherwise indicated.
Pro Rata Information
We present certain financial information and metrics in this Investor Package "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.
Occupancy, non-GAAP financial measures, leverage metrics, operating assets and operating metrics presented in our investor package exclude our 10.0% subordinated interest in one commercial building, our 33.5% subordinated interest in four commercial buildings, and our 49.0% interest in three commercial buildings, as well as the associated non-recourse mortgage loans, held through unconsolidated real estate ventures, as our investment in each real estate venture is zero, we do not anticipate receiving any near-term cash flow distributions from the real estate ventures and we have not guaranteed their obligations or otherwise committed to providing financial support.
| | Page 4 |
Definitions
See pages 49-53 for definitions of terms used in this Investor Package.
Non-GAAP Measures
This Investor Package includes non-GAAP measures. For these measures, we have provided an explanation of how these non-GAAP measures are calculated and why our management believes that the presentation of these measures provides useful information to investors regarding our financial condition and results of operations. Reconciliations of certain non-GAAP measures to the most directly comparable GAAP financial measure are included in this Investor Package. 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 Investor Package:
| ● | Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") |
| ● | EBITDA for Real Estate ("EBITDAre") |
| ● | Adjusted EBITDA |
| ● | Funds from Operations ("FFO") |
| ● | Core FFO |
| ● | Funds Available for Distribution ("FAD") |
| ● | Third-Party Asset Management and Real Estate Services Business |
| ● | Net Operating Income ("NOI") |
| ● | Annualized NOI |
| ● | Estimated Stabilized NOI |
| ● | Projected NOI Yield |
| ● | Same Store NOI |
| ● | Consolidated and Unconsolidated Indebtedness |
| ● | Net Debt |
| ● | Pro Rata Adjusted General and Administrative Expenses |
| | Page 5 |
COMPANY PROFILE | DECEMBER 31, 2022 |
Executive Officers | | Company Snapshot as of December 31, 2022 | |||||||
| | | | | | | | | |
W. Matthew Kelly |
| Chief Executive Officer and Trustee |
| | Exchange/ticker |
| | NYSE: JBGS | |
M. Moina Banerjee |
| Chief Financial Officer |
| | Indicated annual dividend per share | | $ | 0.90 | |
Kevin P. Reynolds |
| Chief Development Officer |
| | Dividend yield | |
| 4.7 | % |
George L. Xanders | | Chief Investment Officer |
| |
| |
|
| |
Steven A. Museles |
| Chief Legal Officer |
| | Total Enterprise Value (dollars in billions, except share price) | |
|
| |
| | |
| | Common share price | | $ | 18.98 | |
| | |
| | Common shares and common limited partnership units ("OP Units") | |
| 129.05 | |
| | |
| | Total market capitalization | | $ | 2.45 | |
| | |
| | Total consolidated and unconsolidated indebtedness at JBG SMITH Share | |
| 2.49 | |
| | |
| | Less: cash and cash equivalents at JBG SMITH Share | |
| (0.25) | |
| | |
| | Net Debt | | $ | 2.23 | |
| | |
| | Total Enterprise Value | | $ | 4.68 | |
| | | | | | | | | |
|
|
|
| | Net Debt / Total Enterprise Value | |
| 47.7 | % |
| | | | | | | | | |
| (1) | Includes certain fully-vested incentive equity awards that are convertible into OP Units. |
| | Page 6 |
FINANCIAL HIGHLIGHTS | DECEMBER 31, 2022 |
| dollars in thousands, except per share data |
| Three Months Ended | | | Year Ended | | ||
| | | December 31, 2022 | | | December 31, 2022 | | ||
| | | | | | | | | |
| Summary Financial Results | | | | | | | | |
| Total revenue | | $ | 150,740 | | | $ | 605,824 | |
| Net income (loss) attributable to common shareholders | | $ | (18,579) | | | $ | 85,371 | |
| Per diluted common share | | $ | (0.17) | | | $ | 0.70 | |
| Operating portfolio NOI | | $ | 80,897 | | | $ | 339,217 | |
| FFO (1) | | $ | 35,865 | | | $ | 177,892 | |
| Per OP Unit | | $ | 0.27 | | | $ | 1.31 | |
| Core FFO (1) | | $ | 40,186 | | | $ | 178,748 | |
| Per OP Unit | | $ | 0.30 | | | $ | 1.30 | |
| FAD (1) | | $ | 27,858 | | | $ | 148,336 | |
| FAD payout ratio | |
| 106.3 | % | |
| 83.5 | % |
| EBITDA (1) | | $ | 63,427 | | | $ | 420,658 | |
| EBITDAre (1) | | $ | 63,431 | | | $ | 271,253 | |
| Adjusted EBITDA (1) | | $ | 65,251 | | | $ | 271,888 | |
| Net Debt / total enterprise value | |
| 47.7 | % | |
| 47.7 | % |
| Net Debt to annualized Adjusted EBITDA | |
| 8.6 | x | |
| 8.2 | x |
| | | | | | | | | |
| | | | | | | December 31, 2022 | | |
| | | | | | | | | |
| Debt Summary and Key Ratios (at JBG SMITH Share) | | | | | |
|
| |
| Total consolidated indebtedness (2) | | | | | | $ | 2,431,730 | |
| Total consolidated and unconsolidated indebtedness (2) | | | | | | $ | 2,486,705 | |
| Weighted average interest rates: | | | | | |
|
| |
| Variable rate debt (3) | | | | | |
| 5.19 | % |
| Fixed rate debt | | | | | |
| 4.00 | % |
| Total debt | | | | | |
| 4.44 | % |
| Cash and cash equivalents | | | | | | $ | 253,698 | |
| (1) | Attributable to OP Units, which include units owned by JBG SMITH, and certain fully-vested incentive equity awards that are convertible into OP Units. |
| (2) | Net of premium/discount and deferred financing costs. |
| (3) | For floating rate loans with interest rate caps, the weighted average interest rate cap strike is 2.64%, and the weighted average maturity date of the interest rate caps is September 28, 2023. The interest rate cap strike is exclusive of the credit spreads associated with the loans. |
| | Page 7 |
FINANCIAL HIGHLIGHTS – TRENDS | DECEMBER 31, 2022 |
| | | Three Months Ended |
| |||||||||||||
| dollars in thousands, except per share data, at JBG SMITH Share |
| Q4 2022 |
| Q3 2022 |
| Q2 2022 |
| Q1 2022 |
| Q4 2021 | | |||||
| Commercial NOI | | $ | 49,309 | | $ | 52,167 | | $ | 57,437 | | $ | 64,919 | | $ | 62,300 | |
| Multifamily NOI | |
| 30,951 | |
| 27,955 | |
| 27,338 | |
| 26,887 | |
| 24,061 | |
| Ground Leases and Other NOI | | | 637 | | | 632 | | | 468 | | | 547 | | | 475 | |
| Operating portfolio NOI | | $ | 80,897 | | $ | 80,754 | | $ | 85,243 | | $ | 92,353 | | $ | 86,836 | |
| Total Annualized NOI | | $ | 322,284 | | $ | 322,018 | | $ | 337,093 | | $ | 370,691 | | $ | 345,763 | |
| | | | | | | | | | | | | | | | | |
| Net income (loss) attributable to common shareholders | | $ | (18,579) | | $ | (19,293) | | $ | 123,275 | | $ | (32) | | $ | (56,446) | |
| Per diluted common share | | $ | (0.17) | | $ | (0.17) | | $ | 1.02 | | $ | — | | $ | (0.45) | |
| FFO (1) | | $ | 35,865 | | $ | 46,323 | | $ | 38,527 | | $ | 57,177 | | $ | 47,924 | |
| Per OP Unit | | $ | 0.27 | | $ | 0.35 | | $ | 0.28 | | $ | 0.40 | | $ | 0.33 | |
| Core FFO (1) | | $ | 40,186 | | $ | 48,371 | | $ | 42,625 | | $ | 47,566 | | $ | 44,943 | |
| Per OP Unit | | $ | 0.30 | | $ | 0.36 | | $ | 0.31 | | $ | 0.34 | | $ | 0.31 | |
| FAD (1) | | $ | 27,858 | | $ | 37,217 | | $ | 39,099 | | $ | 44,162 | | $ | 30,453 | |
| FAD payout ratio | |
| 106.3 | % |
| 80.2 | % |
| 81.3 | % |
| 73.8 | % |
| 108.8 | % |
| EBITDA (1) | | $ | 63,427 | | $ | 54,270 | | $ | 219,366 | | $ | 83,595 | | $ | 21,744 | |
| EBITDAre (1) | | $ | 63,431 | | $ | 69,671 | | $ | 59,663 | | $ | 78,488 | | $ | 70,771 | |
| Adjusted EBITDA (1) | | $ | 65,251 | | $ | 73,992 | | $ | 64,765 | | $ | 67,880 | | $ | 66,169 | |
| Net Debt / total enterprise value | |
| 47.7 | % |
| 49.3 | % |
| 40.4 | % |
| 39.1 | % |
| 38.5 | % |
| Net Debt to annualized Adjusted EBITDA | |
| 8.6 | x |
| 7.9 | x |
| 8.1 | x |
| 9.6 | x |
| 9.6 | x |
| | | | | | | | | | | | | | | | | |
| | | Q4 2022 | | Q3 2022 | | Q2 2022 | | Q1 2022 | | Q4 2021 | | |||||
| | | | | | | | | | | | | | | | | |
| Number of Operating Assets | |
|
| |
|
| |
|
| |
|
| |
|
| |
| Commercial | |
| 31 | |
| 35 | |
| 35 | |
| 41 | |
| 41 | |
| Multifamily | |
| 18 | |
| 19 | |
| 19 | |
| 20 | |
| 22 | |
| Ground Leases and Other | | | 2 | | | 2 | | | 2 | | | 1 | | | 1 | |
| Total | |
| 51 | |
| 56 | |
| 56 | |
| 62 | |
| 64 | |
| | | | | | | | | | | | | | | | | |
| Operating Portfolio % Leased | |
|
| |
|
| |
|
| |
|
| |
|
| |
| Commercial (2) | |
| 88.5 | % |
| 88.3 | % |
| 87.3 | % |
| 85.2 | % |
| 84.9 | % |
| Multifamily (3) | |
| 94.5 | % |
| 95.5 | % |
| 95.7 | % |
| 94.1 | % |
| 93.6 | % |
| Weighted Average | |
| 90.9 | % |
| 91.1 | % |
| 90.5 | % |
| 88.1 | % |
| 87.7 | % |
| | | | | | | | | | | | | | | | | |
| Operating Portfolio % Occupied (4) | |
|
| |
|
| |
|
| |
|
| |
|
| |
| Commercial (2) | |
| 85.1 | % |
| 85.9 | % |
| 86.1 | % |
| 83.3 | % |
| 82.9 | % |
| Multifamily (3) | |
| 93.6 | % |
| 93.7 | % |
| 92.3 | % |
| 91.6 | % |
| 91.8 | % |
| Weighted Average | |
| 88.5 | % |
| 88.9 | % |
| 88.4 | % |
| 86.0 | % |
| 85.8 | % |
See footnotes on page 9.
| | Page 8 |
FINANCIAL HIGHLIGHTS – TRENDS | DECEMBER 31, 2022 |
Footnotes
Note: See appendices for reconciliations of non-GAAP financial measures to their respective comparable GAAP financial measures.
| (1) | Attributable to OP Units, which include units owned by JBG SMITH, and certain fully-vested incentive equity awards that are convertible into OP Units. |
| (2) | Crystal City Marriott is excluded from the Percent Leased and the Percent Occupied metrics. |
| (3) | Includes Recently Delivered assets. In-Service assets were 96.6% leased and 93.1% occupied as of Q2 2022, 95.5% leased and 92.9% occupied as of Q1 2022, and 95.4% leased and 93.4% occupied as of Q4 2021. 2221 S. Clark Street - Residential and 900 W Street are excluded from the Percent Leased and the Percent Occupied metrics as they are operated as short-term rental properties. |
| (4) | Percent Occupied excludes occupied retail SF. |
| | Page 9 |
PORTFOLIO OVERVIEW | DECEMBER 31, 2022 |
| | | | | 100% Share | | At JBG SMITH Share |
| |||||||||||||
| | | | | | | | | | | | | | | Annualized Rent | | | | | ||
| | | | | | | | | | | | | Annualized | | per Square Foot/ | | |
| |||
| | | Number of | | Square Feet/ | | Square Feet/ | | % | | | | Rent | | Monthly Rent | | Annualized NOI | | |||
| | | Assets | | Units | | Units | | Leased | | % Occupied (1) | | (in thousands) | | Per Unit (2) | | (in thousands) |
| |||
| | | | | | | | | | | | | | | | | | | | | |
| Operating | | | | | | | | | | | | | | | | | | | | |
| Commercial (3) | | | | | | | | | | | | | | | | | | | | |
| National Landing | | 22 | | 7,271,436 | | 6,995,632 | | 88.3% | | 85.5% | | $ | 255,344 | | $ | 45.05 | | $ | 162,644 | |
| Other VA | | 4 | | 1,058,289 | | 399,229 | | 95.8% | | 95.7% | | | 17,823 | | | 49.57 | | | 7,352 | |
| DC | | 3 | | 812,393 | | 513,165 | | 80.4% | | 65.2% | | | 21,217 | | | 61.87 | | | 10,448 | |
| MD | | 2 | | 513,647 | | 513,647 | | 93.5% | | 93.2% | | | 26,352 | | | 52.81 | | | 15,488 | |
| Commercial - total / weighted average |
| 31 |
| 9,655,765 |
| 8,421,673 |
| 88.5% | | 85.1% | | $ | 320,736 |
| $ | 46.63 |
| $ | 195,932 | |
| | | | | | | | | | | | | | | | | | | | | |
| Multifamily (4) |
|
|
|
|
|
|
|
|
|
| |
|
| |
|
| |
|
| |
| National Landing | | 4 | | 2,856 | | 2,856 | | 95.5% | | 94.7% | | $ | 68,174 | | $ | 2,215 | | $ | 50,060 | |
| DC | | 11 | | 3,140 | | 3,139 | | 94.8% | | 93.4% | | | 95,037 | | | 2,444 | | | 62,288 | |
| MD | | 3 | | 760 | | 760 | | 89.9% | | 90.3% | | | 20,231 | | | 2,331 | | | 11,456 | |
| Multifamily – total / weighted average |
| 18 |
| 6,756 |
| 6,755 |
| 94.5% | | 93.6% | | $ | 183,442 | | $ | 2,336 | | $ | 123,804 | |
| | | | | | | | | | | | | | | | | | | | | |
| Ground Leases and Other (5) | | | | | | | | | | | | | | | | | | | | |
| Other VA | | 1 | | — | | — | | — | | — | | | — | | | — | | $ | 544 | |
| DC | | 1 | | — | | — | | — | | — | | | — | | | — | | | 2,004 | |
| Ground leases and other – total | | 2 | | — | | — | | — | | — | | | — | | | — | | $ | 2,548 | |
| |
| | | | | | | | | | | | | | | | | | | |
| Operating - Total / Weighted Average |
| 51 |
| 9,655,765 SF/ 6,756 Units |
| 8,421,673 SF/ 6,755 Units |
| 90.9% | | 88.5% | | $ | 504,178 | | | $46.63 per SF/ | | $ | 322,284 | |
| | | | | | | | | | | | | | | | | | | | | |
| Development (6) |
|
|
|
|
|
|
|
|
|
| |
|
| |
|
| |
|
| |
| | | | | | | | | | | | | | | | | | | | | |
| Under-Construction |
| 2 |
| 1,583 Units |
| 1,583 Units |
| | |
| |
| | |
| | |
|
| |
| | | | | | | | | | | | | | | | | | | | | |
| Development Pipeline |
| 20 |
| 12,467,500 |
| 9,730,800 |
|
|
|
| |
|
| |
| | |
|
| |
| (1) | Percent Occupied excludes retail SF. |
| (2) | For commercial assets, represents annualized office rent divided by occupied office SF; annualized retail rent and retail SF are excluded from this metric. For multifamily assets, represents monthly multifamily rent divided by occupied units; retail rent is excluded from this metric. Annualized Rent and Annualized Rent per Square Foot exclude percentage rent and the square footage of office tenants that only pay percentage rent. Occupied square footage may differ from leased square footage because leased square footage includes space for leases that have been signed but the tenant has not yet taken occupancy (not yet included in Percent Occupied metrics). |
| (3) | Crystal City Marriott is excluded from Percent Leased, Percent Occupied, Annualized Rent and Annualized Rent per Square Foot metrics. |
| (4) | 2221 S. Clark Street - Residential and 900 W Street are excluded from Percent Leased, Percent Occupied, Annualized Rent and Monthly Rent Per Unit metrics as they are operated as short-term rental properties. |
| (5) | Assets for which we are the ground lessor (1700 M Street and 1831/1861 Wiehle Avenue) are excluded from Percent Leased, Percent Occupied, Annualized Rent and Annualized Rent per Square Foot metrics. See footnote (7) on page 23 for more information. |
| (6) | Refer to pages 40- 42 for detail on Under-Construction assets and assets in the Development Pipeline. |
| | Page 10 |
CONDENSED CONSOLIDATED BALANCE SHEETS | DECEMBER 31, 2022 |
Condensed Consolidated Balance Sheets
| in thousands | | December 31, 2022 | | December 31, 2021 |
| ||
| | | | | | | |
|
| ASSETS | | | | | | | |
| Real estate, at cost: |
| |
|
| |
| |
| Land and improvements | | $ | 1,302,569 | | $ | 1,378,218 | |
| Buildings and improvements | |
| 4,310,821 | |
| 4,513,606 | |
| Construction in progress, including land | |
| 544,692 | |
| 344,652 | |
| | |
| 6,158,082 | |
| 6,236,476 | |
| Less: accumulated depreciation | |
| (1,335,000) | |
| (1,368,003) | |
| Real estate, net | |
| 4,823,082 | |
| 4,868,473 | |
| Cash and cash equivalents | |
| 241,098 | |
| 264,356 | |
| Restricted cash | |
| 32,975 | |
| 37,739 | |
| Tenant and other receivables | |
| 56,304 | |
| 44,496 | |
| Deferred rent receivable | |
| 170,824 | |
| 192,265 | |
| Investments in unconsolidated real estate ventures | |
| 299,881 | |
| 462,885 | |
| Intangible assets, net | | | 162,246 | | | 201,956 | |
| Other assets, net | |
| 117,028 | |
| 240,160 | |
| Assets held for sale | |
| — | |
| 73,876 | |
| TOTAL ASSETS | | $ | 5,903,438 | | $ | 6,386,206 | |
| | | | | | | | |
| LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY | |
|
| |
|
| |
| Liabilities: | |
|
| |
|
| |
| Mortgage loans, net | | $ | 1,890,174 | | $ | 1,777,699 | |
| Revolving credit facility | |
| — | |
| 300,000 | |
| Unsecured term loans, net | |
| 547,072 | |
| 398,664 | |
| Accounts payable and accrued expenses | |
| 138,060 | |
| 106,136 | |
| Other liabilities, net | |
| 132,710 | |
| 342,565 | |
| Total liabilities | |
| 2,708,016 | |
| 2,925,064 | |
| Commitments and contingencies | |
|
| |
|
| |
| Redeemable noncontrolling interests | |
| 481,310 | |
| 522,725 | |
| Total equity | |
| 2,714,112 | |
| 2,938,417 | |
| TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY | | $ | 5,903,438 | | $ | 6,386,206 | |
Note: For complete financial statements, please refer to our Annual Report on Form 10-K for the year ended December 31, 2022.
| | Page 11 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | DECEMBER 31, 2022 |
Condensed Consolidated Statements of Operations
| in thousands, except per share data | | Three Months Ended December 31, | | Year Ended December 31, |
| ||||||||
| | | 2022 | | 2021 | | 2022 | | 2021 |
| ||||
| REVENUE | | | | | | | | | | | | | |
| Property rental |
| $ | 123,293 |
| $ | 128,626 | | $ | 491,738 |
| $ | 499,586 | |
| Third-party real estate services, including reimbursements | |
| 21,050 | |
| 23,309 | |
| 89,022 | |
| 114,003 | |
| Other revenue | |
| 6,397 | |
| 5,472 | |
| 25,064 | |
| 20,773 | |
| Total revenue | |
| 150,740 | |
| 157,407 | |
| 605,824 | |
| 634,362 | |
| EXPENSES | |
|
| |
|
| |
|
| |
|
| |
| Depreciation and amortization | |
| 56,174 | |
| 58,173 | |
| 213,771 | |
| 236,303 | |
| Property operating | |
| 37,535 | |
| 40,709 | |
| 150,004 | |
| 150,638 | |
| Real estate taxes | |
| 14,297 | |
| 15,696 | |
| 62,167 | |
| 70,823 | |
| General and administrative: | |
| | |
| | |
| | |
| | |
| Corporate and other | |
| 15,611 | |
| 15,344 | |
| 58,280 | |
| 53,819 | |
| Third-party real estate services | |
| 22,107 | |
| 27,124 | |
| 94,529 | |
| 107,159 | |
| Share-based compensation related to Formation Transaction and special equity awards | |
| 1,022 | |
| 3,459 | |
| 5,391 | |
| 16,325 | |
| Transaction and Other Costs | |
| 879 | |
| 1,518 | |
| 5,511 | |
| 10,429 | |
| Total expenses | |
| 147,625 | |
| 162,023 | |
| 589,653 | |
| 645,496 | |
| OTHER INCOME (EXPENSE) | |
|
| |
|
| |
|
| |
|
| |
| Loss from unconsolidated real estate ventures, net | |
| (4,600) | |
| (25,583) | |
| (17,429) | |
| (2,070) | |
| Interest and other income, net | |
| 1,715 | |
| 8,672 | |
| 18,617 | |
| 8,835 | |
| Interest expense | |
| (25,679) | |
| (17,649) | |
| (75,930) | |
| (67,961) | |
| Gain on the sale of real estate, net | |
| 3,263 | |
| — | |
| 161,894 | |
| 11,290 | |
| Loss on the extinguishment of debt | |
| — | |
| — | |
| (3,073) | |
| — | |
| Impairment loss | | | — | |
| (25,144) | |
| — | |
| (25,144) | |
| Total other income (expense) | |
| (25,301) | |
| (59,704) | |
| 84,079 | |
| (75,050) | |
| INCOME (LOSS) BEFORE INCOME TAX (EXPENSE) BENEFIT | |
| (22,186) | |
| (64,320) | |
| 100,250 | |
| (86,184) | |
| Income tax (expense) benefit | |
| 1,336 | |
| 986 | |
| (1,264) | |
| (3,541) | |
| NET INCOME (LOSS) | |
| (20,850) | |
| (63,334) | |
| 98,986 | |
| (89,725) | |
| Net (income) loss attributable to redeemable noncontrolling interests | |
| 2,468 | |
| 6,256 | |
| (13,244) | |
| 8,728 | |
| Net (income) loss attributable to noncontrolling interests | | | (197) | | | 632 | | | (371) | |
| 1,740 | |
| NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS | | $ | (18,579) | | $ | (56,446) | | $ | 85,371 | | $ | (79,257) | |
| EARNINGS (LOSS) PER COMMON SHARE - BASIC AND DILUTED | | $ | (0.17) | | $ | (0.45) | | $ | 0.70 | | $ | (0.63) | |
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED | |
| 113,854 | |
| 129,009 | |
| 119,005 | |
| 130,839 | |
Note: For complete financial statements, please refer to our Annual Report on Form 10-K for the year ended December 31, 2022.
| | Page 12 |
nconsolidated Real Estate Ventures
| in thousands, at JBG SMITH Share |
| | |
|
| BALANCE SHEET INFORMATION | | December 31, 2022 |
| |
| | | | | |
| Total real estate, at cost | | $ | 346,311 | |
| Less: accumulated depreciation | |
| (33,248) | |
| Real estate, net | |
| 313,063 | |
| Cash and cash equivalents | |
| 12,623 | |
| Other assets, net | |
| 46,111 | |
| Total assets | | $ | 371,797 | |
| Borrowings, net | | $ | 54,975 | |
| Other liabilities, net | |
| 23,122 | |
| Total liabilities | | $ | 78,097 | |
| |
| Three Months Ended | | Year Ended |
| ||
| OPERATING INFORMATION | | December 31, 2022 | | December 31, 2022 |
| ||
| Total revenue | | $ | 4,793 | | $ | 51,608 | |
| Expenses: | |
|
| |
|
| |
| Depreciation and amortization | |
| 2,852 | |
| 20,805 | |
| Property operating | |
| 1,879 | |
| 17,158 | |
| Impairment loss | | | 3,885 | | | 11,764 | |
| Real estate taxes | |
| 1,010 | |
| 8,218 | |
| Total expenses | |
| 9,626 | |
| 57,945 | |
| Other income (expense): | |
|
| |
|
| |
| Interest expense | |
| (849) | |
| (9,605) | |
| Gain on the sale of real estate | |
| 618 | |
| 6,797 | |
| Loss on the extinguishment of debt | | | — | | | (1,950) | |
| Interest and other income, net | |
| 53 | |
| 67 | |
| | | | | | | | |
| Net loss | | $ | (5,011) | | $ | (11,028) | |
| Earnings and distributions in excess of our investment in unconsolidated real estate venture | |
| 405 | |
| 988 | |
| Impairment of investment in unconsolidated real estate venture | | | — | | | (7,522) | |
| Other | |
| 7 | |
| 133 | |
| Loss from unconsolidated real estate ventures, net | | $ | (4,600) | | $ | (17,429) | |
| | Page 13 |
OTHER TANGIBLE ASSETS AND LIABILITIES | DECEMBER 31, 2022 |
Other Tangible Assets and Liabilities
| in thousands, at JBG SMITH Share |
| December 31, 2022 |
| |
| | | | | |
| Other Tangible Assets, Net (1) | | | | |
| Restricted cash | | $ | 32,976 | |
| Tenant and other receivables, net | |
| 56,674 | |
| Other assets, net | |
| 132,722 | |
| Total Other Tangible Assets, Net | | $ | 222,372 | |
| | | | | |
| Other Tangible Liabilities, Net | |
|
| |
| Accounts payable and accrued liabilities | | $ | 141,320 | |
| Other liabilities, net | |
| 139,709 | |
| Total Other Tangible Liabilities, Net | | $ | 281,029 | |
| (1) | Excludes cash and cash equivalents |
| | Page 14 |
EBITDA, EBITDAre AND ADJUSTED EBITDA RECONCILIATIONS (NON-GAAP) | DECEMBER 31, 2022 |
EBITDA, EBITDAre and Adjusted EBITDA
| dollars in thousands |
| Three Months Ended December 31, | | Year Ended December 31, |
| ||||||||
| | | 2022 | | 2021 | | 2022 | | 2021 |
| ||||
| | | | | | | | | | | | | |
|
| EBITDA, EBITDAre and Adjusted EBITDA |
| | | | | | | |
| | |
| |
| Net income (loss) | | $ | (20,850) | | $ | (63,334) | | $ | 98,986 | | $ | (89,725) | |
| Depreciation and amortization expense | | | 56,174 | | | 58,173 | | | 213,771 | | | 236,303 | |
| Interest expense | | | 25,679 | | | 17,649 | | | 75,930 | | | 67,961 | |
| Income tax expense (benefit) | | | (1,336) | | | (986) | | | 1,264 | | | 3,541 | |
| Unconsolidated real estate ventures allocated share of above adjustments | | | 3,738 | | | 9,696 | | | 30,786 | | | 40,588 | |
| EBITDA attributable to noncontrolling interests | | | 22 | | | 546 | | | (79) | | | 1,522 | |
| EBITDA | | $ | 63,427 | | $ | 21,744 | | $ | 420,658 | | $ | 260,190 | |
| Gain on the sale of real estate, net | | | (3,263) | | | — | | | (161,894) | | | (11,290) | |
| Gain on the sale of unconsolidated real estate assets | | | (618) | | | — | | | (6,797) | | | (28,326) | |
| Real estate impairment loss | | | — | | | 25,144 | | | — | | | 25,144 | |
| Impairment related to unconsolidated real estate ventures (1) | | | 3,885 | | | 23,883 | | | 19,286 | | | 25,263 | |
| | | | | | | | | | | | | | |
| EBITDAre | | $ | 63,431 | | $ | 70,771 | | $ | 271,253 | | $ | 270,981 | |
| Transaction and Other Costs, net of noncontrolling interests (2) | | | 879 | | | 888 | | | 5,477 | | | 8,691 | |
| Business interruption insurance proceeds | | | — | | | (4,517) | | | — | | | (4,517) | |
| Loss (income) from investments, net | | | 298 | | | (3,620) | | | (14,423) | | | (3,620) | |
| Loss on the extinguishment of debt | | | — | | | — | | | 3,073 | | | — | |
| Share-based compensation related to Formation Transaction and special equity awards | | | 1,022 | | | 3,459 | | | 5,391 | | | 16,325 | |
| Earnings and distributions in excess of our investment in unconsolidated real estate venture | | | (405) | | | (181) | | | (988) | | | (883) | |
| Lease liability adjustments | | | — | | | (134) | | | — | | | (134) | |
| Unconsolidated real estate ventures allocated share of above adjustments | | | 26 | | | (497) | | | 2,105 | | | (327) | |
| | | | | | | | | | | | | | |
| Adjusted EBITDA | | $ | 65,251 | | $ | 66,169 | | $ | 271,888 | | $ | 286,516 | |
| | | | | | | | | | | | | | |
| Net Debt to Annualized Adjusted EBITDA (3) | | | 8.6 | x | | 9.6 | x | | 8.2 | x | | 8.9 | x |
| | | | | | | | | | | | | | |
| Net Debt (at JBG SMITH Share) | | | | | | | | December 31, 2022 | | December 31, 2021 | | ||
| Consolidated indebtedness (4) | | | | | | | | $ | 2,431,730 | | $ | 2,464,927 | |
| Unconsolidated indebtedness (4) | | | | | | | | | 54,975 | | | 370,743 | |
| Total consolidated and unconsolidated indebtedness | | | | | | | | | 2,486,705 | | | 2,835,670 | |
| Less: cash and cash equivalents | | | | | | | | | 253,698 | | | 282,097 | |
| Net Debt (at JBG SMITH Share) | | | | | | | | $ | 2,233,007 | | $ | 2,553,573 | |
Note: All EBITDA measures as shown above are attributable to OP Units and certain fully-vested incentive equity awards that are convertible into OP Units.
| (1) | Related to decreases in the value of the underlying real estate assets. |
| (2) | See page 54 for the components of Transaction and Other Costs. |
| (3) | Calculated using Net Debt. Quarterly Adjusted EBITDA is annualized by multiplying by four. |
| (4) | Net of premium/discount and deferred financing costs. |
| | Page 15 |
FFO, CORE FFO AND FAD RECONCILIATIONS (NON-GAAP) | DECEMBER 31, 2022 |
| in thousands, except per share data | | Three Months Ended December 31, | | Year Ended December 31, | | ||||||||
| |
| 2022 |
| 2021 | | 2022 |
| 2021 | | ||||
| | | | | | | | | | | | | |
|
| FFO and Core FFO | | | | | | | | | | | | | |
| Net income (loss) attributable to common shareholders | | $ | (18,579) |
| $ | (56,446) | | $ | 85,371 |
| $ | (79,257) | |
| Net income (loss) attributable to redeemable noncontrolling interests | |
| (2,468) |
| | (6,256) | |
| 13,244 |
| | (8,728) | |
| Net income (loss) attributable to noncontrolling interests | |
| 197 |
| | (632) | |
| 371 |
| | (1,740) | |
| Net income (loss) | |
| (20,850) |
| | (63,334) | |
| 98,986 |
| | (89,725) | |
| Gain on the sale of real estate, net of tax | |
| (3,263) |
| | — | |
| (158,769) |
| | (11,290) | |
| Gain on the sale of unconsolidated real estate assets | |
| (618) |
| | — | |
| (6,797) |
| | (28,326) | |
| Real estate depreciation and amortization | |
| 54,153 |
| | 55,902 | |
| 204,752 |
| | 227,424 | |
| Real estate impairment loss, net of tax | | | — |
| | 24,301 | |
| — |
| | 24,301 | |
| Impairment related to unconsolidated real estate ventures (1) | | | 3,885 |
| | 23,883 | |
| 19,286 |
| | 25,263 | |
| Pro rata share of real estate depreciation and amortization from unconsolidated real estate ventures | |
| 2,884 |
| | 6,626 | |
| 21,169 |
| | 28,216 | |
| FFO attributable to noncontrolling interests | |
| (326) |
| | 546 | |
| (735) |
| | 1,522 | |
| FFO Attributable to OP Units | | $ | 35,865 |
| $ | 47,924 | | $ | 177,892 |
| $ | 177,385 | |
| FFO attributable to redeemable noncontrolling interests | |
| (4,776) |
| | (4,792) | |
| (21,846) |
| | (18,034) | |
| FFO Attributable to Common Shareholders | | $ | 31,089 |
| $ | 43,132 | | $ | 156,046 |
| $ | 159,351 | |
| | | | | | | | | | | | | | |
| FFO attributable to OP Units | | $ | 35,865 |
| $ | 47,924 | | $ | 177,892 |
| $ | 177,385 | |
| Transaction and Other Costs, net of tax and noncontrolling interests (2) | |
| 981 |
| | 865 | |
| 5,313 |
| | 8,586 | |
| Business interruption insurance proceeds | | | — |
| | (4,517) | |
| — |
| | (4,517) | |
| Loss (income) from investments, net | | | 109 |
| | (2,711) | |
| (10,819) |
| | (2,711) | |
| (Gain) loss from mark-to-market on derivative instruments, net of noncontrolling interests | |
| 1,487 |
| | (292) | |
| (6,686) |
| | (342) | |
| Loss on the extinguishment of debt | |
| — |
| | — | |
| 3,073 |
| | — | |
| Earnings and distributions in excess of our investment in unconsolidated real estate venture | |
| (405) |
| | (181) | |
| (988) |
| | (883) | |
| Share-based compensation related to Formation Transaction and special equity awards | |
| 1,022 |
| | 3,459 | |
| 5,391 |
| | 16,325 | |
| Lease liability adjustments | |
| — |
| | (134) | |
| — |
| | (134) | |
| Amortization of management contracts intangible, net of tax | |
| 1,106 |
| | 1,073 | |
| 4,422 |
| | 4,290 | |
| Unconsolidated real estate ventures allocated share of above adjustments | |
| 21 |
| | (543) | |
| 1,150 |
| | (435) | |
| Core FFO Attributable to OP Units | | $ | 40,186 |
| $ | 44,943 | | $ | 178,748 |
| $ | 197,564 | |
| Core FFO attributable to redeemable noncontrolling interests | |
| (5,883) |
| | (4,494) | |
| (23,424) |
| | (20,106) | |
| Core FFO Attributable to Common Shareholders | | $ | 34,303 |
| $ | 40,449 | | $ | 155,324 |
| $ | 177,458 | |
| FFO per common share - diluted | | $ | 0.27 |
| | 0.33 | | $ | 1.31 |
| | 1.22 | |
| Core FFO per common share - diluted | | $ | 0.30 |
| | 0.31 | | $ | 1.30 |
| | 1.36 | |
| Weighted average shares - diluted (FFO and Core FFO) | |
| 113,917 |
| | 129,009 | |
| 119,036 |
| | 130,839 | |
See footnotes on page 17.
| | Page 16 |
FFO, CORE FFO AND FAD RECONCILIATIONS (NON-GAAP) | DECEMBER 31, 2022 |
| in thousands, except per share data | | Three Months Ended December 31, | | Year Ended December 31, |
| ||||||||
| | | 2022 | | 2021 | | 2022 | | 2021 | | ||||
| | | | | | | | | | | | | | |
| FAD | | | | | | | | | | | | | |
| Core FFO attributable to OP Units |
| $ | 40,186 |
| $ | 44,943 | | $ | 178,748 |
| $ | 197,564 | |
| Recurring capital expenditures and Second-generation tenant improvements and leasing commissions (3) | |
| (16,780) | |
| (21,773) | |
| (53,876) | |
| (56,554) | |
| Straight-line and other rent adjustments (4) | |
| (7,655) | |
| (2,985) | |
| (17,442) | |
| (15,539) | |
| Third-party lease liability assumption payments | |
| — | |
| — | |
| (25) | |
| (1,803) | |
| Share-based compensation expense | |
| 8,084 | |
| 9,663 | |
| 34,462 | |
| 34,583 | |
| Amortization of debt issuance costs | |
| 1,162 | |
| 1,142 | |
| 4,595 | |
| 4,469 | |
| Unconsolidated real estate ventures allocated share of above adjustments | |
| 2,315 | |
| (1,332) | |
| (1,240) | |
| (5,469) | |
| Non-real estate depreciation and amortization | |
| 546 | |
| 795 | |
| 3,114 | |
| 2,975 | |
| FAD available to OP Units (A) | | $ | 27,858 | | $ | 30,453 | | $ | 148,336 | | $ | 160,226 | |
| Distributions to common shareholders and unitholders (B) | | $ | 29,625 | | $ | 33,137 | | $ | 123,829 | | $ | 135,771 | |
| FAD Payout Ratio (B÷A) (5) | |
| 106.3 | % |
| 108.8 | % |
| 83.5 | % |
| 84.7 | % |
| | | | | | | | | | | | | | |
| Capital Expenditures | | | | | | | | | | | | | |
| Maintenance and recurring capital expenditures | | $ | 6,282 | | $ | 8,121 | | $ | 22,137 | | $ | 23,827 | |
| Share of maintenance and recurring capital expenditures from unconsolidated real estate ventures | |
| 72 | |
| 168 | |
| 550 | |
| 804 | |
| Second-generation tenant improvements and leasing commissions | |
| 10,276 | |
| 12,815 | |
| 30,621 | |
| 30,095 | |
| Share of Second-generation tenant improvements and leasing commissions from unconsolidated real estate ventures | |
| 150 | |
| 669 | |
| 568 | |
| 1,828 | |
| Recurring capital expenditures and Second-generation tenant improvements and leasing commissions | |
| 16,780 | |
| 21,773 | |
| 53,876 | |
| 56,554 | |
| Non-recurring capital expenditures | |
| 11,822 | |
| 15,008 | |
| 52,016 | |
| 28,081 | |
| Share of non-recurring capital expenditures from unconsolidated real estate ventures | |
| 5 | |
| 145 | |
| 63 | |
| 429 | |
| First-generation tenant improvements and leasing commissions | |
| 5,075 | |
| 6,229 | |
| 27,349 | |
| 11,370 | |
| Share of First-generation tenant improvements and leasing commissions from unconsolidated real estate ventures | |
| 229 | |
| 987 | |
| 1,267 | |
| 2,471 | |
| Non-recurring capital expenditures | |
| 17,131 | |
| 22,369 | |
| 80,695 | |
| 42,351 | |
| Total JBG SMITH Share of Capital Expenditures | | $ | 33,911 | | $ | 44,142 | | $ | 134,571 | | $ | 98,905 | |
| (1) | Related to decreases in the value of the underlying real estate assets. |
| (2) | See page 54 for the components of Transaction and Other Costs. |
| (3) | Includes amounts, at JBG SMITH Share, related to unconsolidated real estate ventures. |
| (4) | Includes straight-line rent, above/below market lease amortization and lease incentive amortization. |
| (5) | The 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. |
| | Page 17 |
THIRD-PARTY ASSET MANAGEMENT AND REAL ESTATE SERVICES BUSINESS (NON-GAAP) | DECEMBER 31, 2022 |
Third-Party Asset Mgmt and Real Estate Services Business
| in thousands, at JBG SMITH Share | | Three Months Ended December 31, 2022 |
| ||||||||||
| | | Source of Revenue | | | |
| |||||||
| | | Third-Party | | JBG SMITH | | JBG Legacy | | | |
| |||
| | | Management | | JV Partner (1) | | Funds | | Total |
| ||||
| | | | | | | | | | | | | | |
| Service Revenue | | | | | | | | | | | | | |
| Property management fees |
| $ | 2,895 |
| $ | 1,157 |
| $ | 637 |
| $ | 4,689 | |
| Asset management fees | |
| — | |
| 356 | |
| 1,025 | |
| 1,381 | |
| Development fees | |
| 880 | |
| 306 | |
| 25 | |
| 1,211 | |
| Leasing fees | |
| 811 | |
| 512 | |
| 88 | |
| 1,411 | |
| Construction management fees | |
| 77 | |
| 89 | |
| — | |
| 166 | |
| Other service revenue | |
| 676 | |
| 522 | |
| 89 | |
| 1,287 | |
| Total Revenue (2) | | $ | 5,339 | | $ | 2,942 | | $ | 1,864 | | $ | 10,145 | |
| Pro rata adjusted general and administrative expense: third-party real estate services (3) | |
| | |
|
| |
|
| |
| (10,832) | |
| Total Services Revenue Less Allocated General and Administrative Expenses (4) | | | | |
| | |
| | | $ | (687) | |
| (1) | Service revenues from joint ventures are calculated on an asset-by-asset basis by applying our real estate venture partners' respective economic interests to the fees we earned from each consolidated and unconsolidated real estate venture. |
| (2) | Included in "Third-party real estate services, including reimbursements" in our consolidated statement of operations are $10.3 million of reimbursement revenue and $0.6 million of service revenue from our economic interest in consolidated and unconsolidated real estate ventures that are excluded from this table. |
| (3) | Our personnel perform services for wholly owned properties and properties we manage on behalf of third parties, real estate ventures and JBG Legacy Funds. |
We allocate personnel and other costs to wholly owned properties (included in "Property operating expenses" and "General and administrative expense: corporate and other" in our consolidated statement of operations) and to properties owned by the third parties, real estate ventures and JBG Legacy Funds (included in "General and administrative expense: third-party real estate services" in our consolidated statement of operations) using estimates of the time spent performing services related to properties in the respective portfolios and other allocation methodologies.
Allocated general and administrative expenses related to real estate ventures are calculated on an asset-by-asset basis by applying our real estate venture partners' respective economic interests to the total general and administrative expenses allocated to each asset. See "Pro Rata Adjusted General and Administrative Expenses" on the next page for a reconciliation of "General and administrative expenses: third-party real estate services" to "Pro Rata Adjusted General and Administrative Expenses."
| (4) | Services revenue, excluding reimbursement revenue and service revenue from our economic interest in consolidated and unconsolidated real estate ventures, less allocated general and administrative expenses. Management uses this measure as a supplemental performance measure of its third-party asset management and real estate services business and believes it provides useful information to investors because it reflects only those revenue and expense items incurred by us and can be used to assess the profitability of the third-party asset management and real estate services business. |
| | Page 18 |
PRO RATA ADJUSTED GENERAL AND ADMINISTRATIVE EXPENSES | DECEMBER 31, 2022 |
| in thousands | | Three Months Ended December 31, 2022 |
| |||||||||||||
| | | | | | Adjustments (1) | | | |
| |||||||
| | | Per Statement | | | | | | | | | | | Pro Rata |
| ||
| | | of Operations | | A | | B | | C | | Adjusted |
| |||||
| | | | | | | | | | | | | | | | | |
| General and Administrative Expenses | | | | | | | | | | | | | | | | |
| Corporate and other |
| $ | 15,611 |
| $ | — |
| $ | — |
| $ | 953 |
| $ | 16,564 | |
| Third-party real estate services | |
| 22,107 | |
| — | |
| (10,322) | |
| (953) | |
| 10,832 | |
| Share-based compensation related to Formation Transaction and special equity awards | |
| 1,022 | |
| (1,022) | |
| — | |
| — | |
| — | |
| | | | | | | | | | | | | | | | | |
| Total | | $ | 38,740 | | $ | (1,022) | | $ | (10,322) | | $ | — | | $ | 27,396 | |
| (1) | Adjustments: |
A - Removes share-based compensation related to the Formation Transaction and special equity awards.
B - Removes $10.3 million of general and administrative expenses reimbursed by third-party owners of real estate we manage related to revenue which has been excluded from Service Revenue on page 18. Revenue from reimbursements is included in "Third-party real estate services, including reimbursements" in our consolidated statement of operations.
C - Reflects an adjustment to allocate our share of general and administrative expenses of unconsolidated real estate ventures from "Third-party real estate services" to "Corporate and other" and our consolidated real estate venture partners' share of general and administrative expenses from "Corporate and other" to "Third-party real estate services."
| | Page 19 |
OPERATING ASSETS | DECEMBER 31, 2022 |
| dollars in thousands, at JBG SMITH Share |
| | | | |
| | |
| Plus: Signed |
| Plus: Incremental |
| | |
| ||
| | | | | Q4 2022 | | | | | But Not Yet | | NOI from Assets | | Adjusted |
| ||||
| | | | | Operating | | Annualized | | Commenced | | in Initial | | Annualized |
| |||||
| | | % Occupied | | Portfolio NOI | | NOI | | Leases | | Lease-up (1) | | NOI |
| |||||
| | | | | | | | | | | | | | | | | | | |
| Commercial (2) | | | | | | | | | | | | | | | | | | |
| National Landing | | 85.5% | | $ | 40,987 | | $ | 162,644 | | $ | 9,844 | | $ | 144 | | $ | 172,632 | |
| Other VA | | 95.7% | | | 1,838 | | | 7,352 | | | 268 | | | — | | | 7,620 | |
| DC |
| 65.2% | | | 2,612 | | | 10,448 | | | 4,712 | | | — | | | 15,160 | |
| MD |
| 93.2% | |
| 3,872 | |
| 15,488 | |
| 364 | |
| 1,512 | |
| 17,364 | |
| Total / weighted average |
| 85.1% | | $ | 49,309 | | $ | 195,932 | | $ | 15,188 | | $ | 1,656 | | $ | 212,776 | |
| | | | | | | | | | | | | | | | | | | |
| Multifamily (3) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| National Landing |
| 94.7% | | $ | 12,515 | | $ | 50,060 | | $ | — | | $ | — | | $ | 50,060 | |
| DC |
| 93.4% | | | 15,572 | | | 62,288 | | | 1,148 | | | 784 | | | 64,220 | |
| MD |
| 90.3% | |
| 2,864 | |
| 11,456 | |
| 64 | |
| 1,812 | |
| 13,332 | |
| Total / weighted average |
| 93.6% | | $ | 30,951 | | $ | 123,804 | | $ | 1,212 | | $ | 2,596 | | $ | 127,612 | |
| | | | | | | | | | | | | | | | | | | |
| Ground Leases and Other (4) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| Other VA | | — | | $ | 136 | | $ | 544 | | $ | — | | $ | — | | $ | 544 | |
| DC | | — | | | 501 | | | 2,004 | | | — | | | — | | | 2,004 | |
| Total | | — | | $ | 637 | | $ | 2,548 | | $ | — | | $ | — | | $ | 2,548 | |
| | | | | | | | | | | | | | | | | | | |
| Total / Weighted Average |
| 88.5% | | $ | 80,897 | | $ | 322,284 | | $ | 16,400 | | $ | 4,252 | | $ | 342,936 | |
| (1) | Incremental revenue from commercial assets represents the burn-off of Free Rent and is calculated as Free Rent incurred at assets in their initial lease-up for the three months ended December 31, 2022 multiplied by four. Incremental revenue from multifamily assets in their initial lease-up is calculated as the product of units available for occupancy up to 95.0% occupancy and the weighted average monthly in-place rent per unit as of December 31, 2022, multiplied by 12, and assumes no rent growth. Excludes potential revenue from vacant retail space in multifamily assets in their initial lease-up. See page 38 for more detail. |
| (2) | Crystal City Marriott is excluded from the Percent Occupied metric. |
| (3) | 2221 S. Clark Street - Residential and 900 W Street are excluded from the Percent Occupied metric as they are operated as short-term rental properties. |
| (4) | Assets for which we are the ground lessor (1700 M Street and 1831/1861 Wiehle Avenue) are excluded from the Percent Occupied metric. |
| | Page 20 |
SUMMARY & SAME STORE NOI (NON-GAAP) | DECEMBER 31, 2022 |
| dollars in thousands | | | | 100% Share | | At JBG SMITH Share | | ||||||||||||
| | | | | | | | | | | | | NOI for the Three Months Ended December 31, |
| ||||||
| | | Number of | | Square Feet/ | | Square Feet/ | | % | | % | | | | | | | | | |
| | | Assets | | Units | | Units | | Leased (1) | | Occupied (1) | | 2022 | | 2021 | | % Change | | ||
| Same Store (2) | | | | | | | | | | | | | | | | | | | |
| National Landing | | 26 | | 7,271,436 SF/ | | 6,995,632 SF/ | | 90.1% | | 87.8% | | $ | 50,280 | | $ | 46,971 | | 7.0 | % |
| Other VA | | 4 | | 1,058,289 SF | | 399,229 SF | | 95.8% | | 95.7% | | | 5,148 | | | 6,111 | | (15.8) | % |
| DC |
| 14 |
| 812,393 SF/ |
| 513,165 SF/ |
| 92.4% | | 88.2% | | | 16,505 |
| | 14,741 |
| 12.0 | % |
| MD |
| 4 |
| 513,647 SF/ |
| 513,647 SF/ |
| 94.9% | | 94.8% | |
| 5,220 | |
| 4,025 |
| 29.7 | % |
| Total / weighted average |
| 48 |
| 9,655,765 SF/ |
| 8,421,673 SF/ |
| 91.1% | | 88.6% | | $ | 77,153 | | $ | 71,848 |
| 7.4 | % |
| | | | | | | | | | | | | | | | | | | | |
| Non-Same Store |
|
|
| |
| |
|
|
|
| |
|
| |
|
|
|
| |
| National Landing |
| — |
| — |
| — |
| — | | — | | $ | (83) | | $ | (136) |
| 39.0 | % |
| Other VA | | 1 | | — | | — | | — | | — | | | 131 | | | 7,401 | | (98.2) | % |
| DC |
| 1 |
| 432 Units |
| 432 Units |
| 93.1% | | 91.7% | | | 2,180 | | | 6,527 |
| (66.6) | % |
| MD |
| 1 |
| 322 Units |
| 322 Units |
| 83.3% | | 81.1% | |
| 1,516 | |
| 1,196 |
| 26.8 | % |
| Total / weighted average |
| 3 |
| 754 Units |
| 754 Units |
| 87.7% | | 86.0% | | $ | 3,744 | | $ | 14,988 |
| (75.0) | % |
| | | | | | | | | | | | | | | | | | | | |
| Total Operating Portfolio |
|
|
| |
| |
|
|
|
| |
|
| |
|
|
|
| |
| National Landing | | 26 | | 7,271,436 SF/ | | 6,995,632 SF/ | | 90.1% | | 87.8% | | $ | 50,197 | | $ | 46,835 | | 7.2 | % |
| Other VA | | 5 | | 1,058,289 SF | | 399,229 SF | | 95.8% | | 95.7% | | | 5,279 | | | 13,512 | | (60.9) | % |
| DC |
| 15 |
| 812,393 SF/ |
| 513,165 SF/ |
| 92.4% | | 88.6% | | | 18,685 | | | 21,268 |
| (12.1) | % |
| MD |
| 5 |
| 513,647 SF/ |
| 513,647 SF/ |
| 91.4% | | 90.8% | |
| 6,736 | |
| 5,221 |
| 29.0 | % |
| Operating Portfolio - |
| 51 |
| 9,655,765 SF/ |
| 8,421,673 SF/ |
| 90.9% | | 88.5% | | $ | 80,897 | | $ | 86,836 |
| (6.8) | % |
| (1) | Crystal City Marriott, assets operated as short-term rental properties (2221 S. Clark Street – Residential and 900 W Street), and assets for which we are the ground lessor (1700 M Street and 1831/1861 Wiehle Avenue) are excluded from the Percent Leased and Percent Occupied metrics. |
| (2) | 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. |
| | Page 21 |
SUMMARY & SAME STORE NOI (NON-GAAP) | DECEMBER 31, 2022 |
| dollars in thousands | | | | 100% Share | | At JBG SMITH Share | | ||||||||||||
| | | | | | | | | | | | | NOI for the Year Ended December 31, |
| ||||||
| | | Number of | | Square Feet/ | | Square Feet/ | | % | | % | | | | | | | | | |
| | | Assets | | Units | | Units | | Leased (1) | | Occupied (1) | | 2022 | | 2021 | | % Change | | ||
| Same Store (2) | | | | | | | | | | | | | | | | | | | |
| National Landing | | 26 | | 7,271,436 SF/ | | 6,995,632 SF/ | | 90.1% | | 87.8% | | $ | 203,091 | | $ | 183,894 | | 10.4 | % |
| Other VA | | 4 | | 1,058,289 SF | | 399,229 SF | | 95.8% | | 95.7% | | | 21,932 | | | 25,184 | | (12.9) | % |
| DC |
| 13 |
| 812,393 SF/ |
| 513,165 SF/ |
| 91.9% | | 87.3% | | | 56,063 |
| | 44,391 |
| 26.3 | % |
| MD |
| 4 |
| 513,647 SF/ |
| 513,647 SF/ |
| 94.9% | | 94.8% | |
| 21,169 | |
| 16,272 |
| 30.1 | % |
| Total / weighted average |
| 47 |
| 9,655,765 SF/ |
| 8,421,673 SF/ |
| 90.9% | | 88.5% | | $ | 302,255 | | $ | 269,741 |
| 12.1 | % |
| | | | | | | | | | | | | | | | | | | | |
| Non-Same Store |
|
|
| |
| |
|
|
|
| |
|
| |
|
|
|
| |
| National Landing |
| — |
| — |
| — |
| — | | — | | $ | (324) | | $ | (276) |
| (17.4) | % |
| Other VA | | 1 | | — | | — | | — | | — | | | 7,674 | | | 22,815 | | (66.4) | % |
| DC |
| 2 |
| 865 Units |
| 864 Units |
| 94.7% | | 93.0% | | | 26,195 | | | 34,492 |
| (24.1) | % |
| MD |
| 1 |
| 322 Units |
| 322 Units |
| 83.3% | | 81.1% | |
| 3,417 | |
| 5,263 |
| (35.1) | % |
| Total / weighted average |
| 4 |
| 1,187 Units |
| 1,186 Units |
| 90.5% | | 88.6% | | $ | 36,962 | | $ | 62,294 |
| (40.7) | % |
| | | | | | | | | | | | | | | | | | | | |
| Total Operating Portfolio |
|
|
| |
| |
|
|
|
| |
|
| |
|
|
|
| |
| National Landing | | 26 | | 7,271,436 SF/ | | 6,995,632 SF/ | | 90.1% | | 87.8% | | $ | 202,767 | | $ | 183,618 | | 10.4 | % |
| Other VA | | 5 | | 1,058,289 SF | | 399,229 SF | | 95.8% | | 95.7% | | | 29,606 | | | 47,999 | | (38.3) | % |
| DC |
| 15 |
| 812,393 SF/ |
| 513,165 SF/ |
| 92.4% | | 88.6% | | | 82,258 | | | 78,883 |
| 4.3 | % |
| MD |
| 5 |
| 513,647 SF/ |
| 513,647 SF/ |
| 91.4% | | 90.8% | |
| 24,586 | |
| 21,535 |
| 14.2 | % |
| Operating Portfolio - |
| 51 |
| 9,655,765 SF/ |
| 8,421,673 SF/ |
| 90.9% | | 88.5% | | $ | 339,217 | | $ | 332,035 |
| 2.2 | % |
| | Page 22 |
SUMMARY NOI (NON-GAAP) | DECEMBER 31, 2022 |
| dollars in thousands | | NOI for the Three Months Ended December 31, 2022 at JBG SMITH Share |
| ||||||||||||||||
| | | Consolidated | | Unconsolidated | | Commercial | | Multifamily | | Ground Leases and Other (7) | | Total |
| ||||||
| Number of operating assets |
| | 45 |
| | 6 |
| | 31 |
| | 18 |
| | 2 |
| | 51 | |
| Property rental (1) | | $ | 105,521 | | $ | 6,571 | | $ | 65,940 | | $ | 45,527 | | $ | 625 | | $ | 112,092 | |
| Tenant expense reimbursement |
|
| 6,079 |
|
| 233 |
|
| 5,781 |
|
| 368 |
|
| 163 |
|
| 6,312 | |
| Other revenue (2) | |
| 11,459 | |
| 279 | |
| 6,703 | |
| 5,035 | |
| — | |
| 11,738 | |
| Total revenue | |
| 123,059 | |
| 7,083 | |
| 78,424 | |
| 50,930 | |
| 788 | |
| 130,142 | |
| | | | | | | | | | | | | | | | | | | | |
| Operating expenses | |
| (46,564) | |
| (2,413) | |
| (28,847) | |
| (19,979) | |
| (151) | |
| (48,977) | |
| Ground rent expense | |
| (268) | |
| — | |
| (268) | |
| — | |
| — | |
| (268) | |
| Total expenses | |
| (46,832) | |
| (2,413) | |
| (29,115) | |
| (19,979) | |
| (151) | |
| (49,245) | |
| | | | | | | | | | | | | | | | | | | | |
| Operating Portfolio NOI (3) | | $ | 76,227 | | $ | 4,670 | | $ | 49,309 | | $ | 30,951 | | $ | 637 | | $ | 80,897 | |
| | | | | | | | | | | | | | | | | | | | |
| Annualized NOI | | $ | 303,604 | | $ | 18,680 | | $ | 195,932 | | $ | 123,804 | | $ | 2,548 | | $ | 322,284 | |
| Additional Information | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| Free Rent (at 100% share) | | $ | 10,457 | | $ | 611 | | $ | 9,583 | | $ | 1,485 | | $ | — | | $ | 11,068 | |
| Free Rent (at JBG SMITH Share) | | $ | 10,457 | | $ | 124 | | $ | 9,204 | | $ | 1,377 | | $ | — | | $ | 10,581 | |
| Annualized Free Rent (at JBG SMITH Share) (4) | | $ | 41,828 | | $ | 496 | | $ | 36,816 | | $ | 5,508 | | $ | — | | $ | 42,324 | |
| % occupied (at JBG SMITH Share) (5) | |
| 88.4 | % |
| 91.5 | % |
| 85.1 | % |
| 93.6 | % |
| — | |
| 88.5 | % |
| Annualized base rent of signed leases, not commenced (at 100% share) (6) | | $ | 15,888 | | $ | 1,120 | | $ | 15,796 | | $ | 1,212 | | $ | — | | $ | 17,008 | |
| Annualized base rent of signed leases, not commenced (at JBG SMITH Share) (6) | | $ | 15,888 | | $ | 512 | | $ | 15,188 | | $ | 1,212 | | $ | — | | $ | 16,400 | |
| (1) | Property rental revenue excludes straight-line rent adjustments and other GAAP adjustments, and includes payments associated with assumed lease liabilities. |
| (2) | Includes $7.0 million of parking revenue at JBG SMITH Share. |
| (3) | NOI excludes $4.0 million of related party management fees at JBG SMITH Share. See definition of NOI on page 51. |
| (4) | Represents JBG SMITH's share of Free Rent for the three months ended December 31, 2022 multiplied by four. |
| (5) | Crystal City Marriott, assets operated as short-term rental properties (2221 S. Clark Street – Residential and 900 W Street), and assets for which we are the ground lessor (1700 M Street and 1831/1861 Wiehle Avenue) are excluded from the Percent Leased and Percent Occupied metrics. |
| (6) | Represents monthly base rent before Free Rent and straight-line rent adjustments, plus estimated tenant reimbursements for the month in which the lease commences, multiplied by 12. Includes only leases for office and retail spaces for which rent had not yet commenced as of December 31, 2022. |
| (7) | Includes 1700 M Street and 1831/1861 Wiehle Avenue for which we are the ground lessor. In 2021, the 1700 M Street ground lessee commenced construction on the site and provided us with a completion guarantee. The ground rent is currently $2.0 million per annum payable in equal quarterly installments. The ground rent will increase to $4.95 million per annum upon substantial completion of the ground lessee's construction but no later than December 4, 2023 and includes market escalations and CPI resets. The ground lease expires on December 4, 2117. In April 2022, we sold the leasehold interest in 1831/1861 Wiehle Avenue. Ground rent commenced on July 1, 2022 and is currently $500,000 per annum payable in equal monthly installments. The ground lease expires on April 29, 2121. |
| | Page 23 |
SUMMARY NOI - COMMERCIAL (NON-GAAP) | DECEMBER 31, 2022 |
| dollars in thousands | | NOI for the Three Months Ended December 31, 2022 at JBG SMITH Share |
| |||||||||||||||||||
| |
| Consolidated |
| Unconsolidated |
| National Landing | | Other VA | | DC |
| MD |
| Total |
| |||||||
| Number of operating assets |
| | 25 |
| | 6 |
| | 22 | | | 4 | | | 3 |
| | 2 |
| | 31 | |
| Property rental (1) | | $ | 59,567 | | $ | 6,373 | | $ | 53,838 | | $ | 2,258 | | $ | 4,293 | | $ | 5,551 | | $ | 65,940 | |
| Tenant expense reimbursement | |
| 5,548 | |
| 233 | |
| 3,983 | |
| 837 | |
| 861 | |
| 100 | |
| 5,781 | |
| Other revenue (2) | |
| 6,460 | |
| 243 | |
| 5,893 | |
| 154 | |
| 131 | |
| 525 | |
| 6,703 | |
| Total revenue | |
| 71,575 | |
| 6,849 | |
| 63,714 | |
| 3,249 | |
| 5,285 | |
| 6,176 | |
| 78,424 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Operating expenses | |
| (26,582) | |
| (2,265) | |
| (22,727) | |
| (1,411) | |
| (2,673) | |
| (2,036) | |
| (28,847) | |
| Ground rent expense | |
| (268) | |
| — | |
| — | |
| — | |
| — | |
| (268) | |
| (268) | |
| Total expenses | |
| (26,850) | |
| (2,265) | |
| (22,727) | |
| (1,411) | |
| (2,673) | |
| (2,304) | |
| (29,115) | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Operating Portfolio NOI (3) | | $ | 44,725 | | $ | 4,584 | | $ | 40,987 | | $ | 1,838 | | $ | 2,612 | | $ | 3,872 | | $ | 49,309 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Annualized NOI | | $ | 177,596 | | $ | 18,336 | | $ | 162,644 | | $ | 7,352 | | $ | 10,448 | | $ | 15,488 | | $ | 195,932 | |
| Additional Information | |
|
| |
|
| |
| | |
| | |
|
| |
|
| |
|
| |
| Free Rent (at 100% share) | | $ | 9,091 | | $ | 492 | | $ | 7,326 | | $ | 1,037 | | $ | 477 | | $ | 743 | | $ | 9,583 | |
| Free Rent (at JBG SMITH Share) | | $ | 9,091 | | $ | 113 | | $ | 7,290 | | $ | 906 | | $ | 265 | | $ | 743 | | $ | 9,204 | |
| Annualized Free Rent (at JBG SMITH Share) (4) | | $ | 36,364 | | $ | 452 | | $ | 29,160 | | $ | 3,624 | | $ | 1,060 | | $ | 2,972 | | $ | 36,816 | |
| % occupied (at JBG SMITH Share) (5) | |
| 84.8 | % |
| 91.5 | % |
| 85.5 | % |
| 95.7 | % | | 65.2 | % |
| 93.2 | % |
| 85.1 | % |
| Annualized base rent of signed leases, not commenced (at 100% share) (6) | | $ | 14,676 | | $ | 1,120 | | $ | 9,844 | | $ | 480 | | $ | 5,108 | | $ | 364 | | $ | 15,796 | |
| Annualized base rent of signed leases, not commenced (at JBG SMITH Share) (6) | | $ | 14,676 | | $ | 512 | | $ | 9,844 | | $ | 268 | | $ | 4,712 | | $ | 364 | | $ | 15,188 | |
| (1) | Property rental revenue excludes straight-line rent adjustments and other GAAP adjustments, and includes payments associated with assumed lease liabilities. |
| (2) | Includes $5.2 million of parking revenue at JBG SMITH Share. Parking revenue in our commercial portfolio during the quarter was approximately 90% of pre-pandemic levels of approximately $23 million annually. |
| (3) | NOI excludes $2.4 million of related party management fees at JBG SMITH Share. See definition of NOI on page 51. |
| (4) | Represents JBG SMITH's share of Free Rent for the three months ended December 31, 2022 multiplied by four. |
| (5) | Crystal City Marriott is excluded from the Percent Occupied metric. |
| (6) | Represents monthly base rent before Free Rent and straight-line rent adjustments, plus estimated tenant reimbursements for the month in which the lease commences, multiplied by 12. Includes only leases for office and retail spaces for which rent had not yet commenced as of December 31, 2022. |
| | Page 24 |
SUMMARY NOI - MULTIFAMILY (NON-GAAP) | DECEMBER 31, 2022 |
| dollars in thousands | | NOI for the Three Months Ended December 31, 2022 at JBG SMITH Share |
| ||||||||||||||||
| |
| Consolidated |
| Unconsolidated | | National Landing |
| DC |
| MD |
| Total |
| ||||||
| Number of operating assets |
| | 18 |
| | — | | | 4 |
| | 11 |
| | 3 |
| | 18 | |
| Property rental (1) | | $ | 45,329 | | $ | 198 | | $ | 17,810 | | $ | 23,123 | | $ | 4,594 | | $ | 45,527 | |
| Tenant expense reimbursement | |
| 368 | |
| — | |
| 102 | |
| 246 | |
| 20 | |
| 368 | |
| Other revenue (2) | |
| 4,999 | |
| 36 | |
| 2,270 | |
| 2,400 | |
| 365 | |
| 5,035 | |
| Total revenue | |
| 50,696 | |
| 234 | |
| 20,182 | |
| 25,769 | |
| 4,979 | |
| 50,930 | |
| | | | | | | | | | | | | | | | | | | | |
| Operating expenses | |
| (19,831) | |
| (148) | |
| (7,667) | |
| (10,197) | |
| (2,115) | |
| (19,979) | |
| Ground rent expense | |
| — | |
| — | |
| — | |
| — | |
| — | |
| — | |
| Total expenses | |
| (19,831) | |
| (148) | |
| (7,667) | |
| (10,197) | |
| (2,115) | |
| (19,979) | |
| | | | | | | | | | | | | | | | | | | | |
| Operating Portfolio NOI (3) | | $ | 30,865 | | $ | 86 | | $ | 12,515 | | $ | 15,572 | | $ | 2,864 | | $ | 30,951 | |
| | | | | | | | | | | | | | | | | | | | |
| Annualized NOI | | $ | 123,460 | | $ | 344 | | $ | 50,060 | | $ | 62,288 | | $ | 11,456 | | $ | 123,804 | |
| Additional Information | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| Free Rent (at 100% share) | | $ | 1,366 | | $ | 119 | | $ | 243 | | $ | 1,065 | | $ | 177 | | $ | 1,485 | |
| Free Rent (at JBG SMITH Share) | | $ | 1,366 | | $ | 11 | | $ | 243 | | $ | 962 | | $ | 172 | | $ | 1,377 | |
| Annualized Free Rent (at JBG SMITH Share) (4) | | $ | 5,464 | | $ | 44 | | $ | 972 | | $ | 3,848 | | $ | 688 | | $ | 5,508 | |
| % occupied (at JBG SMITH Share) (5) | |
| 93.6 | % |
| — | |
| 94.7 | % |
| 93.4 | % |
| 90.3 | % |
| 93.6 | % |
| Annualized base rent of signed leases, not commenced (at 100% share) (6) | | $ | 1,212 | | $ | — | | $ | — | | $ | 1,148 | | $ | 64 | | $ | 1,212 | |
| Annualized base rent of signed leases, not commenced (at JBG SMITH Share) (6) | | $ | 1,212 | | $ | — | | $ | — | | $ | 1,148 | | $ | 64 | | $ | 1,212 | |
| (1) | Property rental revenue excludes straight-line rent adjustments and other GAAP adjustments, and includes payments associated with assumed lease liabilities. |
| (2) | Includes $1.8 million of parking revenue at JBG SMITH Share. |
| (3) | NOI excludes $1.6 million of related party management fees at JBG SMITH Share. See definition of NOI on page 51. |
| (4) | Represents JBG SMITH's share of Free Rent for the three months ended December 31, 2022 multiplied by four. |
| (5) | 2221 S. Clark Street – Residential and 900 W Street are excluded from the Percent Occupied metric as they are operated as short-term rental properties. |
| (6) | Represents monthly base rent before Free Rent and straight-line rent adjustments, plus estimated tenant reimbursements for the month in which the lease commences, multiplied by 12. Includes only leases for retail spaces for which rent had not yet commenced as of December 31, 2022. |
| | Page 25 |
NOI RECONCILIATIONS (NON-GAAP) | DECEMBER 31, 2022 |
| dollars in thousands | | Three Months Ended December 31, | | Year Ended December 31, |
| ||||||||
| |
| 2022 |
| 2021 | | 2022 |
| 2021 | | ||||
| Net income (loss) attributable to common shareholders | | $ | (18,579) | | $ | (56,446) | | $ | 85,371 | | $ | (79,257) | |
| Add: | | |
| | |
| | |
| | |
| |
| Depreciation and amortization expense | | | 56,174 | | | 58,173 | | | 213,771 | | | 236,303 | |
| General and administrative expense: | | |
| | |
| | |
| | |
| |
| Corporate and other | | | 15,611 | | | 15,344 | | | 58,280 | | | 53,819 | |
| Third-party real estate services | | | 22,107 | | | 27,124 | | | 94,529 | | | 107,159 | |
| Share-based compensation related to Formation Transaction and special equity awards | | | 1,022 | | | 3,459 | | | 5,391 | | | 16,325 | |
| Transaction and Other Costs | | | 879 | | | 1,518 | | | 5,511 | | | 10,429 | |
| Interest expense | | | 25,679 | | | 17,649 | | | 75,930 | | | 67,961 | |
| Loss on the extinguishment of debt | | | — | | | — | | | 3,073 | | | — | |
| Impairment loss | | | — | | | 25,144 | | | — | | | 25,144 | |
| Income tax expense (benefit) | | | (1,336) | | | (986) | | | 1,264 | | | 3,541 | |
| Net income (loss) attributable to redeemable noncontrolling interests | | | (2,468) | | | (6,256) | | | 13,244 | | | (8,728) | |
| Net income (loss) attributable to noncontrolling interests | | | 197 | | | (632) | | | 371 | | | (1,740) | |
| Less: | | |
| | |
| | |
| | |
| |
| Third-party real estate services, including reimbursements revenue | | | 21,050 | | | 23,309 | | | 89,022 | | | 114,003 | |
| Other revenue | | | 1,663 | | | 2,013 | | | 7,421 | | | 7,671 | |
| Loss from unconsolidated real estate ventures, net | | | (4,600) | | | (25,583) | | | (17,429) | | | (2,070) | |
| Interest and other income, net | | | 1,715 | | | 8,672 | | | 18,617 | | | 8,835 | |
| Loss on the sale of real estate | | | 3,263 | | | — | | | 161,894 | | | 11,290 | |
| Consolidated NOI | | | 76,195 | | | 75,680 | | | 297,210 | | | 291,227 | |
| NOI attributable to unconsolidated real estate ventures at our share | | | 4,483 | | | 6,289 | | | 26,861 | | | 29,232 | |
| Non-cash rent adjustments (1) | | | (7,655) | | | (2,985) | | | (17,442) | | | (15,539) | |
| Other adjustments (2) | | | 7,069 | | | 6,107 | | | 27,739 | | | 20,732 | |
| Total adjustments | | | 3,897 | | | 9,411 | | | 37,158 | | | 34,425 | |
| NOI | | $ | 80,092 | | $ | 85,091 | | $ | 334,368 | | $ | 325,652 | |
| Less: out-of-service NOI loss (3) | | | (805) | | | (1,745) | | | (4,849) | | | (6,382) | |
| Operating Portfolio NOI | | $ | 80,897 | | $ | 86,836 | | $ | 339,217 | | $ | 332,034 | |
| Non-Same Store NOI (4) | | | 3,744 | | | 14,988 | | | 36,962 | | | 62,293 | |
| Same Store NOI (5) | | $ | 77,153 | | $ | 71,848 | | $ | 302,255 | | $ | 269,741 | |
| | | | | | | | | | | | | | |
| Change in Same Store NOI | | | 7.4 | % | | | | | 12.1 | % | | | |
| Number of properties in Same Store pool | | | 48 | | | | | | 47 | | | | |
| (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 assets in the Development Pipeline. |
| (4) | Includes the results of properties that were not In-Service for the entirety of both periods being compared, including disposed properties, and properties for which significant redevelopment, renovation or repositioning occurred during either of the periods being compared. |
| (5) | Includes the results of the assets that are owned, operated and In-Service for the entirety of both periods being compared. |
| | Page 26 |
LEASING ACTIVITY - OFFICE | DECEMBER 31, 2022 |
| square feet in thousands |
| Three Months Ended | | | Year Ended |
| ||
| | | December 31, 2022 | | | December 31, 2022 |
| ||
| Square feet leased: |
| | | | | |
| |
| At 100% share |
| | 214 | | | | 1,021 | |
| At JBG SMITH Share |
| | 193 | | | | 936 | |
| First-generation space: New | | | 72 | | | | 238 | |
| Second-generation space: New | | | 5 | | | | 103 | |
| Second-generation space: Renewal | | | 116 | | | | 595 | |
| Initial rent (1) | | $ | 49.20 | | | $ | 46.41 | |
| Straight-line rent (2) | | $ | 49.23 | | | $ | 45.44 | |
| Weighted average lease term (years) | |
| 4.2 | | |
| 6.7 | |
| Weighted average Free Rent period (months) | |
| 3.7 | | |
| 7.5 | |
| Second-generation space: | |
| | | |
| | |
| Square feet | |
| 121 | | |
| 698 | |
| Cash basis: | |
|
| | |
|
| |
| Initial rent (1) | | $ | 50.11 | | | $ | 46.32 | |
| Prior escalated rent | | $ | 50.17 | | | $ | 49.90 | |
| % change | |
| (0.1) | % | |
| (7.2) | % |
| GAAP basis: | |
|
| | |
|
| |
| Straight-line rent (2) | | $ | 50.06 | | | $ | 44.91 | |
| Prior straight-line rent | | $ | 48.20 | | | $ | 46.73 | |
| % change | |
| 3.9 | % | |
| (3.9) | % |
| Tenant improvements: | |
|
| | |
|
| |
| Per square foot | | $ | 30.30 | | | $ | 47.68 | |
| Per square foot per annum | | $ | 7.21 | | | $ | 7.09 | |
| % of initial rent | |
| 14.6 | % | |
| 15.3 | % |
| Leasing commissions: | |
|
| | |
|
| |
| Per square foot | | $ | 6.42 | | | $ | 11.20 | |
| Per square foot per annum | | $ | 1.53 | | | $ | 1.67 | |
| % of initial rent | |
| 3.1 | % | |
| 3.6 | % |
Note: At JBG SMITH Share, unless otherwise indicated. The leasing activity and related statistics are based on leases signed during the period and are not intended to coincide with the commencement of property rental revenue in accordance with GAAP. Second-generation space represents square footage that was vacant for less than nine months. Weighted average lease term is weighted by SF and weighted average Free Rent period is weighted by Annualized Rent.
| (1) | Represents the cash basis weighted average starting rent per square foot, which is generally indicative of market rents. Triple net leases are converted to a gross basis by adding estimated tenant reimbursements to monthly base rent. Most leases include Free Rent and periodic step-ups in rent which are not included in the initial cash basis rent per square foot but are included in the GAAP basis rent per square foot. |
| (2) | Represents the GAAP basis weighted average rent per square foot that is recognized over the term of the respective leases, including the effect of Free Rent and fixed step-ups in rent. |
| | Page 27 |
NET EFFECTIVE RENT - OFFICE | DECEMBER 31, 2022 |
| square feet in thousands, dollars per square feet, at JBG SMITH Share | | Three Months Ended |
| ||||||||||||||||
| |
| Five Quarter |
| December 31, 2022 |
| September 30, 2022 |
| June 30, 2022 |
| March 31, 2022 |
| December 31, 2021 |
| ||||||
| Square feet |
| | 281 |
| | 193 |
| | 207 |
| | 326 |
| | 210 |
| | 468 | |
| Weighted average lease term (years) |
| | 7.1 |
| | 4.2 |
| | 8.0 |
| | 8.0 |
| | 5.8 |
| | 8.0 | |
| Initial rent (1) | | $ | 45.75 | | $ | 49.20 | | $ | 45.87 | | $ | 40.34 | | $ | 53.78 | | $ | 44.41 | |
| Base rent per annum (2) | | $ | 49.62 | | $ | 51.72 | | $ | 52.06 | | $ | 41.22 | | $ | 65.64 | | $ | 46.32 | |
| Tenant improvements per annum | |
| (5.90) | |
| (7.21) | |
| (8.84) | |
| (4.24) | |
| (10.80) | |
| (3.00) | |
| Leasing commissions per annum | |
| (1.63) | |
| (1.53) | |
| (1.78) | |
| (1.36) | |
| (2.27) | |
| (1.51) | |
| Free Rent per annum | |
| (4.55) | |
| (3.65) | |
| (4.57) | |
| (2.96) | |
| (7.31) | |
| (4.79) | |
| Net Effective Rent | | $ | 37.54 | | $ | 39.33 | | $ | 36.87 | | $ | 32.66 | | $ | 45.26 | | $ | 37.02 | |
| | | | | | | | | | | | | | | | | | | | |
| National Landing | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| Square feet | |
| 178 | |
| 183 | |
| 184 | |
| 52 | |
| 133 | |
| 337 | |
| Initial rent (1) | | $ | 46.35 | | $ | 49.24 | | $ | 46.41 | | $ | 48.00 | | $ | 48.65 | | $ | 43.58 | |
| Net effective rent | | $ | 37.29 | | $ | 39.33 | | $ | 36.93 | | $ | 35.01 | | $ | 40.06 | | $ | 35.64 | |
| | | | | | | | | | | | | | | | | | | | |
| Other VA | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| Square feet | |
| 40 | |
| 1 | |
| 1 | |
| 123 | |
| 12 | |
| 60 | |
| Initial rent (1) | | $ | 44.75 | | $ | 31.81 | | $ | 38.61 | | $ | 48.49 | | $ | 41.83 | | $ | 38.05 | |
| Net effective rent | | $ | 36.44 | | $ | 28.93 | | $ | 30.76 | | $ | 38.46 | | $ | 31.52 | | $ | 33.53 | |
| | | | | | | | | | | | | | | | | | | | |
| DC | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| Square feet | |
| 28 | |
| 7 | |
| 9 | |
| 24 | |
| 66 | |
| 32 | |
| Initial rent (1) | | $ | 60.73 | | $ | 54.07 | | $ | 55.95 | | $ | 47.34 | | $ | 66.20 | | $ | 62.30 | |
| Net effective rent | | $ | 47.69 | | $ | 40.50 | | $ | 42.94 | | $ | 41.04 | | $ | 49.02 | | $ | 52.86 | |
| | | | | | | | | | | | | | | | | | | | |
| MD | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| Square feet | |
| 36 | |
| 1 | |
| 13 | |
| 127 | |
| — | |
| 38 | |
| Initial rent (1) | | $ | 32.26 | | $ | 28.70 | | $ | 32.09 | | $ | 27.95 | | $ | — | | $ | 46.74 | |
| Net effective rent | | $ | 28.55 | | $ | 28.28 | | $ | 25.44 | | $ | 26.61 | | $ | — | | $ | 36.08 | |
Note: Leasing activity and related statistics are based on leases signed during the period and are not intended to coincide with the recognition of property rental revenue in accordance with GAAP. Weighted average lease term is weighted by SF and weighted average Free Rent period is weighted by Annualized Rent.
| (1) | Represents the cash basis weighted average starting rent per square foot, which is generally indicative of market rents. Triple net leases are converted to a gross basis by adding estimated tenant reimbursements to monthly base rent. Most leases include Free Rent and periodic step-ups in rent which are not included in the initial cash basis rent per square foot. |
| (2) | Represents the weighted average base rent before Free Rent, plus estimated tenant reimbursements recognized over the term of the respective leases, including the effect of fixed step-ups in rent, divided by SF, and divided by years of lease term. Triple net leases are converted to a gross basis by adding estimated tenant reimbursements to base rent. Tenant reimbursements are estimated by escalating tenant reimbursements as of the respective reporting period, or management's estimate thereof, by 2.75% annually through the lease expiration year. |
| | Page 28 |
LEASE EXPIRATIONS | DECEMBER 31, 2022 |
| | | | | At JBG SMITH Share | | |||||||||||||
| |
| |
| |
| |
| | |
| |
| | |
| Estimated |
| |
| | | | | | | | | | | | % of | | | | | Annualized |
| |
| | | | | | | % of | | Annualized | | Total | | Annualized | | Rent Per |
| |||
| | | Number | | | | Total | | Rent (1) | | Annualized | | Rent Per | | Square Foot at |
| |||
| Year of Lease Expiration | | of Leases | | Square Feet | | Square Feet | | (in thousands) | | Rent | | Square Foot (1) | | Expiration (1) (2) |
| |||
| Month-to-Month |
| 41 |
| 91,420 |
| 1.2 | % | $ | 1,263 |
| 0.4 | % | $ | 13.81 | | $ | 13.81 | |
| 2023 |
| 99 |
| 797,097 |
| 10.8 | % |
| 34,846 |
| 10.4 | % |
| 43.72 | |
| 44.34 | |
| 2024 |
| 70 |
| 1,424,593 |
| 19.4 | % |
| 65,051 |
| 19.4 | % |
| 45.66 | |
| 46.97 | |
| 2025 |
| 73 |
| 730,947 |
| 9.9 | % |
| 32,397 |
| 9.7 | % |
| 44.32 | |
| 46.64 | |
| 2026 |
| 51 |
| 229,012 |
| 3.1 | % |
| 11,299 |
| 3.4 | % |
| 49.34 | |
| 53.17 | |
| 2027 |
| 38 |
| 511,561 |
| 7.0 | % |
| 24,037 |
| 7.2 | % |
| 46.99 | |
| 52.32 | |
| 2028 |
| 55 |
| 416,369 |
| 5.7 | % |
| 20,268 |
| 6.0 | % |
| 48.68 | |
| 54.88 | |
| 2029 |
| 22 |
| 145,570 |
| 2.0 | % |
| 6,809 |
| 2.0 | % |
| 46.78 | |
| 54.08 | |
| 2030 |
| 28 |
| 393,117 |
| 5.3 | % |
| 22,182 |
| 6.6 | % |
| 56.43 | |
| 66.97 | |
| 2031 |
| 26 |
| 597,762 |
| 8.1 | % |
| 21,548 |
| 6.4 | % |
| 36.05 | |
| 39.65 | |
| Thereafter |
| 77 |
| 2,018,208 |
| 27.5 | % |
| 95,435 |
| 28.5 | % |
| 48.22 | |
| 60.37 | |
| Total / Weighted Average |
| 580 |
| 7,355,656 |
| 100.0 | % | $ | 335,135 |
| 100.0 | % | $ | 45.81 | | $ | 51.50 | |
Note: Includes all in-place leases as of December 31, 2022 for office and retail space within our operating portfolio and assuming no exercise of renewal options or early termination rights. The weighted average remaining lease term for the entire portfolio is 5.7 years.
| (1) | Annualized Rent and Annualized Rent per Square Foot exclude percentage rent and the square footage of tenants that only pay percentage rent. |
| (2) | Represents monthly base rent before Free Rent, plus tenant reimbursements, as of lease expiration multiplied by 12 and divided by SF. Triple net leases are converted to a gross basis by adding tenant reimbursements to monthly base rent. Tenant reimbursements at lease expiration are estimated by escalating tenant reimbursements as of December 31, 2022, or management's estimate thereof, by 2.75% annually through the lease expiration year. |
| | Page 29 |
SIGNED BUT NOT YET COMMENCED LEASES | DECEMBER 31, 2022 |
Signed But Not Yet Commenced Leases
| in thousands, at JBG SMITH Share | | Total | | | | | | | | | | | | | | | | | | |
| |||
| | | | | Annualized | | | | | | | | | | | | | | | | | | | | |
| | | | | Estimated | | Estimated Rent (1) for the Quarter Ending | | |||||||||||||||||
| Assets |
| C/U (2) |
| Rent (3) |
| March 31, 2023 |
| June 30, 2023 |
| September 30, 2023 |
| December 31, 2023 |
| March 31, 2024 |
| June 30, 2024 |
| |||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
|
| Commercial |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
| Operating |
| C | | $ | 14,676 | | $ | 920 | | $ | 1,359 | | $ | 2,876 | | $ | 3,431 | | $ | 3,431 | | $ | 3,431 | |
| Operating |
| U | |
| 512 | |
| 45 | |
| 106 | |
| 128 | |
| 128 | |
| 128 | |
| 128 | |
| Total | | | | $ | 15,188 | | $ | 965 | | $ | 1,465 | | $ | 3,004 | | $ | 3,559 | | $ | 3,559 | | $ | 3,559 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Multifamily | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| Operating | | C | | $ | 1,212 | | $ | 12 | | $ | 232 | | $ | 302 | | $ | 303 | | $ | 303 | | $ | 303 | |
| Under construction | | C | |
| 844 | |
| — | |
| — | |
| — | |
| — | |
| 13 | |
| 133 | |
| Total | | | | $ | 2,056 | | $ | 12 | | $ | 232 | | $ | 302 | | $ | 303 | | $ | 316 | | $ | 436 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Total | | | | $ | 17,244 | | $ | 977 | | $ | 1,697 | | $ | 3,306 | | $ | 3,862 | | $ | 3,875 | | $ | 3,995 | |
Note: Includes only leases for office and retail spaces for which rent had not yet commenced as of December 31, 2022.
| (1) | Represents contractual monthly base rent before Free Rent, plus estimated tenant reimbursements for the month in which the lease is estimated to commence, multiplied by the applicable number of months for each quarter based on the lease's estimated commencement date. |
| (2) | "C" denotes a consolidated interest. "U" denotes an unconsolidated interest. |
| (3) | Represents contractual monthly base rent before Free Rent, plus estimated tenant reimbursements for the month in which the lease is expected to commence, multiplied by 12. |
| | Page 30 |
TENANT CONCENTRATION | DECEMBER 31, 2022 |
dollars in thousands |
|
|
| At JBG SMITH Share |
| |||||||||
| | Tenant | | Number of Leases | | Square Feet | | % of Total Square Feet | | Annualized | | % of Total Annualized Rent |
| |
1 | | U.S. Government (GSA) | | 40 | | 1,940,799 | | 26.4 | % | $ | 77,585 | | 23.2 | % |
2 |
| Amazon | | 8 | | 1,035,347 |
| 14.1 | % | | 44,927 |
| 13.4 | % |
3 |
| Gartner, Inc | | 1 | | 174,424 |
| 2.4 | % | | 12,442 |
| 3.7 | % |
4 |
| Lockheed Martin Corporation | | 2 | | 207,095 |
| 2.8 | % | | 9,734 |
| 2.9 | % |
5 |
| Booz Allen Hamilton Inc | | 3 | | 159,610 |
| 2.2 | % | | 8,020 |
| 2.4 | % |
6 |
| Accenture LLP | | 2 | | 116,736 |
| 1.6 | % | | 5,987 |
| 1.8 | % |
7 |
| Public Broadcasting Service | | 1 | | 120,328 |
| 1.6 | % | | 4,866 |
| 1.5 | % |
8 |
| Evolent Health LLC | | 1 | | 90,905 |
| 1.2 | % | | 4,693 |
| 1.4 | % |
9 |
| Greenberg Traurig LLP | | 1 | | 64,090 |
| 0.9 | % | | 4,595 |
| 1.4 | % |
10 |
| The International Justice Mission | | 1 | | 74,833 |
| 1.0 | % | | 4,348 |
| 1.3 | % |
11 |
| Host Hotels & Resorts LP | | 1 | | 55,009 |
| 0.7 | % | | 4,226 |
| 1.3 | % |
12 |
| American Diabetes Association | | 1 | | 80,998 |
| 1.1 | % | | 3,668 |
| 1.1 | % |
13 | | Willis Towers Watson US LLC | | 1 | | 61,653 | | 0.8 | % | | 3,216 | | 1.0 | % |
14 |
| National Consumer Cooperative | | 1 | | 65,736 |
| 0.9 | % | | 3,141 |
| 0.9 | % |
15 |
| WeWork | | 1 | | 41,647 |
| 0.6 | % | | 2,909 |
| 0.9 | % |
16 |
| Management System Intl Inc | | 1 | | 50,069 |
| 0.7 | % | | 2,891 |
| 0.9 | % |
17 |
| Whole Foods Market Group Inc | | 2 | | 81,440 |
| 1.1 | % | | 2,669 |
| 0.8 | % |
18 |
| SAIC | | 3 | | 53,882 |
| 0.7 | % | | 2,575 |
| 0.8 | % |
19 |
| Cushman & Wakefield U.S. Inc | | 1 | | 38,008 |
| 0.5 | % | | 2,471 |
| 0.7 | % |
20 |
| Food Marketing Institute | | 1 | | 44,196 |
| 0.6 | % | | 2,355 |
| 0.7 | % |
|
| Other (1) | | 507 | | 2,798,851 |
| 38.1 | % | | 127,817 |
| 37.9 | % |
|
| Total | | 580 | | 7,355,656 |
| 100.0 | % | $ | 335,135 |
| 100.0 | % |
Note: Includes all leases as of December 31, 2022 for which a tenant has taken occupancy for office and retail space within our operating portfolio.
| (1) | Includes JBG SMITH's lease for approximately 84,400 SF at 4747 Bethesda Avenue. |
| | Page 31 |
INDUSTRY DIVERSITY | DECEMBER 31, 2022 |
dollars in thousands | | | | At JBG SMITH Share |
| |||||||||
|
| |
| Number of |
| |
| % of Total |
| Annualized |
| % of Total |
| |
| | Industry | | Leases | | Square Feet | | Square Feet | | Rent | | Annualized Rent |
| |
1 |
| Business Services |
| 64 |
| 1,722,386 |
| 23.4 | % | $ | 83,094 |
| 24.8 | % |
2 |
| Government |
| 46 |
| 1,954,546 |
| 26.6 | % |
| 78,244 |
| 23.3 | % |
3 |
| Government Contractors |
| 68 |
| 1,054,419 |
| 14.3 | % |
| 49,265 |
| 14.7 | % |
4 |
| Member Organizations |
| 38 |
| 587,169 |
| 8.0 | % |
| 29,560 |
| 8.8 | % |
5 |
| Real Estate |
| 31 |
| 328,325 |
| 4.5 | % |
| 16,415 |
| 4.9 | % |
6 |
| Health Services |
| 27 |
| 267,145 |
| 3.6 | % |
| 10,821 |
| 3.2 | % |
7 |
| Food and Beverage |
| 68 |
| 181,801 |
| 2.5 | % |
| 10,314 |
| 3.1 | % |
8 |
| Legal Services |
| 18 |
| 113,824 |
| 1.5 | % |
| 7,478 |
| 2.2 | % |
9 |
| Communications |
| 4 |
| 121,222 |
| 1.6 | % |
| 4,919 |
| 1.5 | % |
10 |
| Educational Services |
| 13 |
| 81,659 |
| 1.1 | % |
| 3,843 |
| 1.1 | % |
|
| Other |
| 203 |
| 943,160 |
| 12.9 | % |
| 41,182 |
| 12.4 | % |
|
| Total |
| 580 |
| 7,355,656 |
| 100.0 | % | $ | 335,135 |
| 100.0 | % |
Note: Includes all in-place leases as of December 31, 2022 for office and retail space within our operating portfolio.
| | Page 32 |
PORTFOLIO SUMMARY | DECEMBER 31, 2022 |
| | | | | | | | | Potential |
|
| | | Number | | Rentable | | Number of | | Development |
|
| | | of Assets | | Square Feet | | Units (1) | | Density (2) |
|
| | | | | | | | | | |
| Wholly Owned |
|
|
|
|
|
|
|
| |
| Operating |
| 44 |
| 13,265,459 |
| 6,323 |
| — | |
| Under-Construction (3) |
| 2 |
| 1,214,951 |
| 1,583 |
| — | |
| Development Pipeline |
| 11 |
| — |
| — |
| 8,375,500 | |
| Total |
| 57 |
| 14,480,410 |
| 7,906 |
| 8,375,500 | |
| | | | | | | | | | |
| Real Estate Ventures |
|
|
|
|
|
|
|
| |
| Operating |
| 7 |
| 2,075,720 |
| 433 |
| — | |
| Under-Construction | | — | | — | | — | | | |
| Development Pipeline |
| 9 |
| — |
| — |
| 4,092,000 | |
| Total |
| 16 |
| 2,075,720 |
| 433 |
| 4,092,000 | |
| | | | | | | | | | |
| Total Portfolio | | 73 |
| 16,556,130 |
| 8,339 |
| 12,467,500 | |
| | | | | | | | | | |
| Total Portfolio (at JBG SMITH Share) | | 73 |
| 15,320,936 |
| 8,338 |
| 9,730,800 | |
Note: At 100% share, unless otherwise indicated.
| (1) | For Under-Construction assets, represents estimated number of units based on current design plans. |
| (2) | Includes estimated potential office, multifamily and retail development density. |
| (3) | See footnotes (3) and (4) on page 40. |
| | Page 33 |
PROPERTY TABLE - COMMERCIAL | DECEMBER 31, 2022 |
|
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| | |
| Office |
| | |
| |
| | | | | | | | | | | | | | | | | | | | | | | | | | | Annualized | | Retail |
| ||
| | | | | | | | Same Store (2): | | | | | | | | | | | | | | | | Annualized | | Rent Per | | Annualized |
| |||
| | | | % | | | Q4 2021‑2022 / | | Year Built / | | Total | | Office | | Retail | | % | | Office % | | Retail % | | Rent | | Square | | Rent Per |
| ||||
Commercial Assets | | Submarket | | Ownership | | C/U (1) | | YTD 2021 - 2022 | | Renovated | | Square Feet | | Square Feet | | Square Feet | | Leased | | Occupied | | Occupied | | (in thousands) | | Foot (3) | | Square Foot (4) |
| |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
National Landing |
|
|
|
|
|
|
|
|
| |
| |
| | | | | | | | | | |
| | |
| | |
| | |
1550 Crystal Drive (5) | | National Landing |
| 100.0 | % | C |
| Y / Y |
| 1980 / 2020 |
| 550,311 |
| 449,725 | | 100,586 | | 91.0% | | 88.8% | | 95.7% | | $ | 21,588 | | $ | 42.83 | | $ | 46.52 | |
2121 Crystal Drive |
| National Landing |
| 100.0 | % | C |
| Y / Y |
| 1985 / 2006 |
| 504,893 |
| 504,893 | | — | | 86.9% | | 71.5% | | — | |
| 16,598 | |
| 45.97 | |
| — | |
2345 Crystal Drive |
| National Landing |
| 100.0 | % | C |
| Y / Y |
| 1988 / 2019 |
| 499,675 |
| 491,783 | | 7,892 | | 83.6% | | 83.3% | | 100.0% | |
| 19,870 | |
| 48.20 | |
| 16.17 | |
2231 Crystal Drive |
| National Landing |
| 100.0 | % | C |
| Y / Y |
| 1987 / 2009 |
| 468,907 |
| 416,980 | | 51,927 | | 75.1% | | 68.6% | | 97.4% | |
| 15,610 | |
| 47.63 | |
| 39.35 | |
2011 Crystal Drive |
| National Landing |
| 100.0 | % | C |
| Y / Y |
| 1984 / 2006 |
| 440,510 |
| 433,748 | | 6,762 | | 60.5% | | 58.9% | | 50.3% | |
| 12,200 | |
| 47.25 | |
| 38.33 | |
2451 Crystal Drive |
| National Landing |
| 100.0 | % | C |
| Y / Y |
| 1990 / 2019 |
| 402,374 |
| 390,317 | | 12,057 | | 88.0% | | 76.3% | | 92.6% | |
| 13,029 | |
| 48.43 | |
| 45.13 | |
1235 S. Clark Street |
| National Landing |
| 100.0 | % | C |
| Y / Y |
| 1981 / 2007 |
| 384,911 |
| 336,565 | | 48,346 | | 96.6% | | 95.3% | | 95.0% | |
| 15,604 | |
| 45.20 | |
| 24.15 | |
241 18th Street S. |
| National Landing |
| 100.0 | % | C |
| Y / Y |
| 1977 / 2013 |
| 362,219 |
| 333,911 | | 28,308 | | 95.7% | | 96.2% | | 89.9% | |
| 13,890 | |
| 41.79 | |
| 18.38 | |
1215 S. Clark Street |
| National Landing |
| 100.0 | % | C |
| Y / Y |
| 1983 / 2016 |
| 336,159 |
| 333,546 | | 2,613 | | 100.0% | | 100.0% | | 100.0% | |
| 11,379 | |
| 33.84 | |
| 35.42 | |
201 12th Street S. |
| National Landing |
| 100.0 | % | C |
| Y / Y |
| 1987 / 2014 |
| 329,607 |
| 317,394 | | 12,213 | | 98.8% | | 98.2% | | 100.0% | |
| 12,354 | |
| 37.84 | |
| 46.04 | |
251 18th Street S. (5) |
| National Landing |
| 100.0 | % | C |
| Y / Y |
| 1975 / 2013 |
| 317,374 |
| 293,818 | | 23,556 | | 96.2% | | 99.0% | | 61.1% | |
| 13,549 | |
| 44.21 | |
| 48.15 | |
2200 Crystal Drive |
| National Landing |
| 100.0 | % | C |
| Y / Y |
| 1968 / 2006 |
| 283,608 |
| 283,608 | | — | | 57.0% | | 57.0% | | — | |
| 7,555 | |
| 46.73 | |
| — | |
1225 S. Clark Street |
| National Landing |
| 100.0 | % | C |
| Y / Y |
| 1982 / 2013 |
| 276,155 |
| 263,305 | | 12,850 | | 97.1% | | 97.0% | | 100.0% | |
| 10,785 | |
| 41.01 | |
| 24.12 | |
1901 South Bell Street (5) |
| National Landing |
| 100.0 | % | C |
| Y / Y |
| 1968 / 2008 |
| 274,912 |
| 274,912 | | — | | 92.1% | | 92.1% | | — | |
| 10,761 | |
| 42.49 | |
| — | |
1770 Crystal Drive | | National Landing | | 100.0 | % | C | | Y / Y | | 2020 / N/A | | 273,650 | | 259,651 | | 13,999 | | 98.4% | | 100.0% | | 68.5% | | | 11,934 | | | 43.62 | | | 63.51 | |
Crystal City Marriott (345 Rooms) (6) |
| National Landing |
| 100.0 | % | C |
| Y / Y |
| 1968 / 2019 |
| 266,000 |
| — | | — | | — | | — | | — | |
| — | |
| — | |
| — | |
2100 Crystal Drive |
| National Landing |
| 100.0 | % | C |
| Y / Y |
| 1968 / 2006 |
| 253,437 |
| 253,437 | | — | | 100.0% | | 100.0% | | — | |
| 10,670 | |
| 42.10 | |
| — | |
1800 South Bell Street |
| National Landing |
| 100.0 | % | C |
| Y / Y |
| 1969 / 2019 |
| 206,186 |
| 190,984 | | 15,202 | | 99.2% | | 100.0% | | 88.8% | | | 8,336 | | | 43.33 | | | 4.55 | |
200 12th Street S. |
| National Landing |
| 100.0 | % | C |
| Y / Y |
| 1985 / 2013 |
| 202,761 |
| 202,761 | | — | | 77.5% | | 77.5% | | — | |
| 7,684 | |
| 48.88 | |
| — | |
Crystal City Shops at 2100 (5) |
| National Landing |
| 100.0 | % | C |
| Y / Y |
| 1968 / 2006 |
| 43,241 |
| — | | 43,241 | | 100.0% | | — | | 100.0% | |
| 521 | |
| — | |
| 12.04 | |
Crystal Drive Retail (5) |
| National Landing |
| 100.0 | % | C |
| Y / Y |
| 2003 / 2004 |
| 42,938 |
| — | | 42,938 | | 100.0% | | — | | 100.0% | |
| 2,744 | |
| — | |
| 63.90 | |
Central Place Tower (7) | | Rosslyn | | 50.0 | % | U | | Y / Y | | 2018 / N/A | | 551,608 | | 524,330 | | 27,278 | | 99.3% | | 99.2% | | 100.0% | | | 37,365 | | | 70.26 | | | 29.79 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other VA |
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|
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| |
| |
| | | | | | | | | | |
| | |
| | |
| | |
800 North Glebe Road |
| Ballston |
| 100.0 | % | C |
| Y / Y |
| 2012 / N/A |
| 303,759 |
| 277,397 | | 26,362 | | 99.3% | | 100.0% | | 81.9% | | $ | 15,207 | | $ | 51.11 | | $ | 47.72 | |
Stonebridge at Potomac Town |
| Prince William County |
| 10.0 | % | U |
| Y / Y |
| 2012 / N/A |
| 504,327 |
| — | | 504,327 | | 100.0% | | — | | 95.6% | |
| 15,826 | |
| — | |
| 32.83 | |
Rosslyn Gateway-North |
| Rosslyn |
| 18.0 | % | U |
| Y / Y |
| 1996 / 2014 |
| 146,759 |
| 137,533 | | 9,226 | | 68.8% | | 66.3% | | 100.0% | |
| 4,145 | |
| 41.96 | |
| 34.29 | |
Rosslyn Gateway-South |
| Rosslyn |
| 18.0 | % | U |
| Y / Y |
| 1961 / N/A |
| 103,444 |
| 95,860 | | 7,584 | | 64.6% | | 68.9% | | — | |
| 1,597 | |
| 24.17 | |
| — | |
| | Page 34 |
PROPERTY TABLE - COMMERCIAL | DECEMBER 31, 2022 |
|
| |
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| |
| |
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| |
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| |
| |
| |
| |
| | |
| | Office |
| | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Annualized | | | Retail |
|
| | | | | | | | Same Store (2): | | | | | | | | | | | | | | | | | Annualized | | | Rent Per | | | Annualized |
|
| | | | % | | | | Q4 2021‑2022 / | | Year Built / | | Total | | Office | | Retail | | % | | Office % | | Retail % | | | Rent | | | Square | | | Rent Per |
|
Commercial Assets | | Submarket | | Ownership | | C/U (1) | | YTD 2021 - 2022 | | Renovated | | Square Feet | | Square Feet | | Square Feet | | Leased | | Occupied | | Occupied | | | (in thousands) | | | Foot (3) | | | Square Foot (4) |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
DC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
| |
|
| |
| |
2101 L Street |
| CBD |
| 100.0 | % | C |
| Y / Y |
| 1975 / 2007 |
| 375,493 |
| 344,173 | | 31,320 | | 77.7% | | 58.1% | | 92.6% | | $ | 14,864 | | $ | 65.94 | | $ | 57.80 | |
The Foundry |
| Georgetown |
| 9.9 | % | U |
| Y / Y |
| 1973 / 2017 |
| 227,493 |
| 220,639 | | 6,854 | | 79.8% | | 79.2% | | 100.0% | |
| 9,176 | |
| 50.92 | |
| 40.72 | |
1101 17th Street |
| CBD |
| 55.0 | % | U |
| Y / Y |
| 1964 / 1999 |
| 209,407 |
| 199,653 | | 9,754 | | 89.1% | | 84.6% | | 82.8% | |
| 9,901 | |
| 55.15 | |
| 73.23 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
MD |
|
|
|
|
|
|
|
|
| |
| |
| | | | | | | | | | |
| | |
| | |
| | |
4747 Bethesda Avenue (9) | | Bethesda CBD | | 100.0 | % | C | | Y / Y | | 2019 / N/A | | 300,508 | | 286,199 | | 14,309 | | 98.0% | | 97.9% | | 100.0% | | $ | 21,098 | | $ | 68.90 | | $ | 125.82 | |
One Democracy Plaza (7) (8) |
| Bethesda- Rock Spring |
| 100.0 | % | C |
| Y / Y |
| 1987 / 2013 |
| 213,139 |
| 211,001 | | 2,138 | | 87.1% | | 87.0% | | 100.0% | |
| 5,254 | |
| 28.25 | |
| 32.56 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating - Total / Weighted Average |
|
|
|
|
|
|
|
|
| 9,655,765 |
| 8,328,123 | | 1,061,642 | | 88.7% | | 85.0% | | 93.5% | | $ | 371,094 | | $ | 47.47 | | $ | 37.08 | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total at JBG SMITH Share |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
| |
|
| |
| |
National Landing |
|
|
|
|
|
|
|
|
|
|
| 6,995,632 |
| 6,293,503 | | 436,129 | | 88.3% | | 85.5% | | 93.0% | | $ | 255,344 | | $ | 45.05 | | $ | 36.50 | |
Other VA | | | | | | | | | | | | 399,229 | | 319,408 | | 79,821 | | 95.8% | | 95.7% | | 89.5% | | | 17,823 | | | 49.57 | | | 37.37 | |
DC | | | | | | | | | | | | 513,165 | | 475,802 | | 37,363 | | 80.4% | | 65.2% | | 91.3% | | | 21,217 | | | 61.87 | | | 59.47 | |
MD |
|
|
|
|
|
|
|
|
|
|
| 513,647 |
| 497,200 | | 16,447 | | 93.5% | | 93.2% | | 100.0% | | | 26,352 | | | 52.81 | | | 113.70 | |
Operating - Total / Weighted Average |
|
|
|
|
|
|
|
|
| 8,421,673 |
| 7,585,913 | | 569,760 | | 88.5% | | 85.1% | | 92.6% | | $ | 320,736 | | $ | 46.63 | | $ | 40.51 | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Number of Assets and Total Square Feet Reconciliation | | | | |
| ||
| |
| Number of |
| At 100% Share |
| At JBG SMITH Share |
|
| Operating Assets | | Assets | | Square Feet | | Square Feet |
|
| Q3 2022 |
| 35 |
| 10,528,745 |
| 8,877,995 | |
| Placed into service |
| — |
| — |
| — | |
| Dispositions |
| — |
| — |
| — | |
| Out-of-service adjustment (10) |
| (1) |
| (55,694) |
| (55,694) | |
| Portfolio reclassification | | — | | — | | — | |
| Building re-measurements |
| — |
| (44) |
| (218) | |
| Other (11) | | (3) | | (817,242) | | (400,410) | |
| | | | | | | | |
| Q4 2022 |
| 31 |
| 9,655,765 |
| 8,421,673 | |
See footnotes on page 36.
| | Page 35 |
PROPERTY TABLE - COMMERCIAL | DECEMBER 31, 2022 |
Footnotes
Note: At 100% share, unless otherwise noted.
| (1) | "C" denotes a consolidated interest and "U" denotes an unconsolidated interest. |
| (2) | "Y" denotes an asset as Same Store and "N" denotes an asset as Non-Same Store. |
| (3) | Represents annualized office rent divided by occupied office SF; annualized retail rent and retail SF are excluded from this metric. Annualized Rent and Annualized Rent per Square Foot exclude percentage rent and the square footage of tenants that only pay percentage rent. Occupied office square footage may differ from leased office square footage because leased office square footage includes space for leases that have been signed but the tenant has not yet taken occupancy (not yet included in Percent Occupied metrics). |
| (4) | Represents annualized retail rent divided by occupied retail SF. Occupied retail square footage may differ from leased retail square footage because leased retail square footage includes space for leases that have been signed but the tenant has not yet taken occupancy (not yet included in Percent Occupied metrics). |
| (5) | The following assets contain space that is held for development or not otherwise available for lease. This out-of-service square footage is excluded from Square Feet, leased and occupancy metrics. |
| | | | | Not Available | |
| Commercial Asset |
| In-Service |
| for Lease |
|
| 1550 Crystal Drive | | 550,311 | | 1,721 | |
| 251 18th Street S. | | 317,374 | | 21,992 | |
| 1901 South Bell Street | | 274,912 | | 1,924 | |
| Crystal City Shops at 2100 | | 43,241 | | 28,974 | |
| Crystal Drive Retail | | 42,938 | | 14,027 | |
| 2221 S. Clark Street - Office (10) | | - | | 35,182 | |
| (6) | Under the current management agreement, JBG SMITH receives 50% of the net cash flows from the hotel. Upon expiration on July 31, 2025, JBG SMITH expects to receive 100% of the cash flows. The Crystal City Marriott generated $3.2 million of Annualized NOI at JBG SMITH's share for the three months ended December 31, 2022. The Crystal City Marriott generated $1.8 million of NOI at JBG SMITH's share in 2019 while undergoing a rooms renovation and $3.5 million of NOI at JBG SMITH's share in 2018 before the renovation began. |
| (7) | The following assets are subject to ground leases: |
| |
| Ground Lease | |
| Commercial Asset | | Expiration Date |
|
| Central Place Tower (a)(b) |
| 6/2/2102 | |
| One Democracy Plaza |
| 11/17/2084 | |
| (a) | The ground lease is recorded as a financing lease for accounting purposes; therefore, any expense is recorded as interest expense and excluded from NOI. |
| (b) | We have an option to purchase the ground lease at a fixed price. |
| (8) | Not Metro-Served. |
| (9) | Includes JBG SMITH's lease for approximately 84,400 SF. |
| (10) | In Q4 2022, we took 35,182 SF at 2221 S. Clark Street - Office and 20,512 SF at 251 18th Street S. out of service. |
| (11) | Beginning in Q4 2022, L'Enfant Plaza Office-East, L'Enfant Plaza Office-North and L'Enfant Plaza Retail, which are owned by an unconsolidated real estate venture, have been excluded from the occupancy, non-GAAP financial measures, leverage metrics, operating assets and operating metrics presented in our investor package as our investment in these assets is zero, we do not anticipate receiving any near-term cash flow distributions and we have not guaranteed their obligations or otherwise committed to providing financial support. |
| | Page 36 |
PROPERTY TABLE - MULTIFAMILY | DECEMBER 31, 2022 |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Monthly | | | Monthly |
| | | | | | | | Same Store (2): | | | | Number | | Total | | Multifamily | | Retail | | | | Multifamily | | Retail | | | Annualized | | | Rent | | | Rent Per |
| | | | % | | | | Q4 2021‑2022 / | | Year Built / | | of | | Square | | Square | | Square | | | | % | | % | | | Rent | | | Per | | | Square |
Multifamily Assets | | Submarket | | Ownership | | C/U (1) | | YTD 2021 - 2022 | | Renovated | | Units | | Feet | | Feet | | Feet | | % Leased | | Occupied | | Occupied | | | (in thousands) | | | Unit (3) (4) | | | Foot (4) (5) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
National Landing |
|
|
|
|
|
|
|
|
|
|
| |
| |
| |
| |
| | | | | | |
| | |
| | |
| |
RiverHouse Apartments |
| National Landing |
| 100.0 | % | C |
| Y / Y |
| 1960 / 2014 |
| 1,676 |
| 1,327,551 |
| 1,324,889 |
| 2,662 |
| 96.1% | | 95.5% | | 100.0% | | $ | 36,422 | | $ | 1,892 | | $ | 2.40 |
The Bartlett |
| National Landing |
| 100.0 | % | C |
| Y / Y |
| 2016 / N/A |
| 699 |
| 619,372 |
| 577,295 |
| 42,077 |
| 93.6% | | 92.8% | | 100.0% | |
| 23,748 | |
| 2,847 | |
| 3.43 |
220 20th Street |
| National Landing |
| 100.0 | % | C |
| Y / Y |
| 2009 / N/A |
| 265 |
| 271,476 |
| 269,913 |
| 1,563 |
| 97.0% | | 94.7% | | 100.0% | |
| 8,004 | |
| 2,639 | |
| 2.62 |
2221 S. Clark Street- |
| National Landing |
| 100.0 | % | C |
| Y / Y |
| 1964 / 2016 |
| 216 |
| 96,948 |
| 96,948 |
| — |
| 90.2% | | 86.9% | | — | |
| 4,594 | |
| 2,039 | |
| 4.51 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
DC | |
|
|
|
|
|
|
|
| |
| |
| |
| |
| |
| | | |
| |
| | |
| | |
| | |
West Half |
| Ballpark |
| 100.0 | % | C |
| Y / Y |
| 2019 / N/A |
| 465 |
| 385,516 |
| 343,089 |
| 42,427 |
| 89.3% | | 89.2% | | 83.2% | | $ | 14,393 | | $ | 2,441 | | $ | 3.44 |
Fort Totten Square |
| Brookland/Fort Totten |
| 100.0 | % | C |
| Y / Y |
| 2015 / N/A |
| 345 |
| 384,956 |
| 254,292 |
| 130,664 |
| 98.5% | | 95.7% | | 100.0% | | | 9,903 | | | 1,896 | | | 2.57 |
The Wren (7) | | U Street/Shaw | | 99.7 | % | C | | Y / N | | 2020 / N/A | | 433 | | 332,682 | | 289,686 | | 42,996 | | 96.2% | | 94.5% | | 100.0% | | | 12,039 | | | 2,192 | | | 3.26 |
The Batley | | Union Market/NoMa/H Street | | 100.0 | % | C | | N / N | | 2019 / N/A | | 432 | | 300,388 | | 300,388 | | — | | 93.1% | | 91.7% | | — | | | 11,455 | | | 2,411 | | | 3.50 |
WestEnd25 |
| West End |
| 100.0 | % | C |
| Y / Y |
| 2009 / N/A |
| 283 |
| 273,264 |
| 273,264 |
| — |
| 95.1% | | 94.7% | | — | |
| 11,541 | |
| 3,589 | |
| 3.74 |
F1RST Residences |
| Ballpark |
| 100.0 | % | C |
| Y / Y |
| 2017 / N/A |
| 325 |
| 270,928 |
| 249,456 |
| 21,472 |
| 94.9% | | 93.2% | | 88.8% | |
| 10,047 | |
| 2,377 | |
| 3.09 |
Atlantic Plumbing |
| U Street/Shaw |
| 100.0 | % | C |
| Y / Y |
| 2015 / N/A |
| 310 |
| 245,143 |
| 221,788 |
| 23,355 |
| 97.1% | | 95.8% | | 77.0% | |
| 9,703 | |
| 2,509 | |
| 3.48 |
1221 Van Street |
| Ballpark |
| 100.0 | % | C |
| Y / Y |
| 2018 / N/A |
| 291 |
| 225,530 |
| 202,715 |
| 22,815 |
| 94.4% | | 92.1% | | 100.0% | |
| 8,726 | |
| 2,309 | |
| 3.33 |
901 W Street | | U Street/Shaw | | 100.0 | % | C | | Y / Y | | 2019 / N/A | | 161 | | 154,379 | | 135,499 | | 18,880 | | 96.7% | | 98.1% | | 57.9% | | | 5,667 | | | 2,628 | | | 3.13 |
900 W Street (6) | | U Street/Shaw | | 100.0 | % | C | | Y / Y | | 2019 / N/A | | 95 | | 71,050 | | 71,050 | | — | | 64.2% | | 50.5% | | — | | | 2,656 | | | 4,611 | | | 6.16 |
North End Retail |
| U Street/Shaw |
| 100.0 | % | C |
| Y / Y |
| 2015 / N/A |
| — |
| 27,355 |
| — |
| 27,355 |
| 91.6% | | — | | 91.6% | |
| 1,602 | |
| — | |
| — |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
MD |
|
|
|
|
|
|
|
|
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|
| |
| |
| |
| |
| | | | | | |
| | |
| | |
| |
8001 Woodmont (8) | | Bethesda CBD | | 100.0 | % | C | | N / N | | 2021 / N/A | | 322 | | 363,979 | | 344,405 | | 19,574 | | 83.3% | | 81.1% | | 95.1% | | $ | 11,571 | | $ | 3,363 | | $ | 3.19 |
Falkland Chase-South & West |
| Downtown Silver Spring |
| 100.0 | % | C |
| Y / Y |
| 1938 / 2011 |
| 268 |
| 222,754 |
| 222,754 |
| — |
| 97.4% | | 97.4% | | — | | | 5,682 | | | 1,814 | | | 2.18 |
Falkland Chase-North |
| Downtown Silver Spring |
| 100.0 | % | C |
| Y / Y |
| 1938 / 1986 |
| 170 |
| 112,143 |
| 112,143 |
| — |
| 96.5% | | 96.5% | | — | |
| 2,978 | |
| 1,513 | |
| 2.30 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating - Total / Weighted Average (6) |
|
|
|
|
|
|
|
|
| 6,756 |
| 5,685,414 |
| 5,289,574 |
| 395,840 |
| 94.5% | | 93.6% | | 93.4% | | $ | 183,481 | | $ | 2,336 | | $ | 2.96 | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Under-Construction |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
| |
|
| |
|
| |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
National Landing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| | | | | | | | | | | | | | | |
1900 Crystal Drive (9) |
| National Landing |
| — | | C |
|
|
|
|
| 808 |
| 633,985 |
| 595,315 |
| 38,670 | | | | | | | | | | | | | | | |
2000/2001 South Bell Street (9) | | National Landing | | — | | C | | | | | | 775 | | 580,966 | | 561,961 | | 19,005 | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Under-Construction - Total |
|
|
|
|
|
|
|
|
|
|
| 1,583 |
| 1,214,951 |
| 1,157,276 |
| 57,675 |
|
|
|
|
|
|
| |
|
| |
|
| |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total |
|
|
|
|
|
|
|
|
|
|
| 8,339 |
| 6,900,365 |
| 6,446,850 |
| 453,515 |
|
|
|
|
|
|
| |
|
| |
|
| |
|
PROPERTY TABLE - MULTIFAMILY | DECEMBER 31, 2022 |
|
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| | |
| | |
| | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | Monthly | | Monthly | ||
| | | | | | | | Same Store (2): | | | | Number | | Total | | Multifamily | | Retail | | | | Multifamily | | Retail | | Annualized | | Rent | | Rent Per | |||
| | | | % | | | | Q4 2021‑2022 / | | Year Built / | | of | | Square | | Square | | Square | | | | % | | % | | Rent | | Per | | Square | |||
Multifamily Assets | | Submarket | | Ownership | | C/U (1) | | YTD 2021 - 2022 | | Renovated | | Units | | Feet | | Feet | | Feet | | % Leased | | Occupied | | Occupied | | (in thousands) | | Unit (3) (4) | | Foot (4) (5) | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Totals at JBG SMITH Share (6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
| |
|
| |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
National Landing | | | | | | | | | | | | 2,856 | | 2,315,347 | | 2,269,045 | | 46,302 | | 95.5% | | 94.7% | | 100.0% | | $ | 68,174 | | $ | 2,215 | | $ | 2.70 |
DC | | | | | | | | | | | | 3,139 | | 2,670,089 | | 2,340,268 | | 329,821 | | 94.8% | | 93.4% | | 92.4% | | | 95,037 | | | 2,444 | | | 3.30 |
MD | | | | | | | | | | | | 760 | | 698,876 | | 679,302 | | 19,574 | | 89.9% | | 90.3% | | 95.1% | | | 20,231 | | | 2,331 | | | 2.67 |
Operating - Total/Weighted Average |
|
|
|
|
|
|
|
|
| 6,755 |
| 5,684,312 |
| 5,288,615 |
| 395,697 |
| 94.5% | | 93.6% | | 93.4% | | $ | 183,442 | | $ | 2,336 | | $ | 2.96 | ||
Operating excluding 8001 Woodmont | | | | | | | | | | 6,433 | | 5,320,333 | | 4,944,210 | | 376,123 | | 95.3% | | 94.2% | | 93.3% | | $ | 171,870 | | $ | 2,290 | | $ | 2.95 | ||
Under-Construction assets |
|
|
|
|
|
|
|
|
|
|
| 1,583 |
| 1,214,951 |
| 1,157,276 |
| 57,675 |
| | | |
|
| |
|
| |
|
| |
|
|
| Number of Assets and Total Square Feet/Units Reconciliation |
| ||||||
| | | Number of | | At 100% Share | | At JBG SMITH Share |
|
| Operating Assets |
| Assets |
| Square Feet/Units |
| Square Feet/Units |
|
| Q3 2022 |
| 19 |
| 6,152,365 SF/ |
| 5,513,790 SF/ | |
| Acquisitions (7) (8) |
| — |
| — |
| 194,093SF/ | |
| Placed into service |
| — |
| — |
| — | |
| Dispositions (10) | | (1) | | (466,716) SF/ |
| (23,336) SF/ | |
| Out-of-service adjustment | | — |
| — |
| — | |
| Portfolio reclassification | | — | | — | | — | |
| Building re-measurements | | — |
| (235) SF |
| (235) SF | |
| | | | | | | | |
| Q4 2022 |
| 18 |
| 5,685,414 SF/ |
| 5,684,312 SF/ | |
Quarterly Rental Revenue and Occupancy Changes - Same Store Multifamily Assets | | | | | | | | | | | | | | | | | | |
| ||||||||
|
|
|
|
|
| Monthly Rent Per Unit (3) |
| Multifamily % Occupied |
| Annualized Rent (in thousands) |
| ||||||||||||||||
| | Number of Assets | | Number of Units | | | Q4 2022 | | | Q4 2021 | | % Change | | Q4 2022 | | Q4 2021 | | % Change | | | Q4 2022 | | | Q4 2021 | | % Change |
|
National Landing |
| 3 |
| 2,640 | | $ | 2,215 | | $ | 2,015 |
| 9.9% | | 94.7% | | 94.6% | | 0.1% | | $ | 66,476 | | $ | 60,390 |
| 10.1% | |
DC | | 8 |
| 2,484 | | | 2,449 | | | 2,329 |
| 5.2% | | 93.6% | | 92.0% | | 1.6% | | | 68,308 | | | 63,894 |
| 6.9% | |
MD |
| 2 |
| 438 | |
| 1,698 | |
| 1,569 |
| 8.2% | | 97.0% | | 97.9% | | (0.9%) | |
| 8,660 | |
| 8,078 |
| 7.2% | |
Total / Weighted Average |
| 13 |
| 5,562 | | $ | 2,277 | | $ | 2,116 |
| 7.6% | | 94.4% | | 93.7% | | 0.7% | | $ | 143,444 | | $ | 132,362 |
| 8.4% | |
Note: At JBG SMITH Share. Includes assets placed In-Service prior to October 1, 2021. Excludes North End Retail and assets which are operated as short-term rental properties (2221 S. Clark Street - Residential and 900 W Street).
See footnotes on page 39.
PROPERTY TABLE - MULTIFAMILY | DECEMBER 31, 2022 |
Note: At 100% share, unless otherwise noted.
| (1) | "C" denotes a consolidated interest and "U" denotes an unconsolidated interest. |
| (2) | "Y" denotes an asset as Same Store and "N" denotes an asset as Non-Same Store. |
| (3) | Represents multifamily rent divided by occupied multifamily units; retail rent is excluded from this metric. Occupied units may differ from leased units because leased units include leases that have been signed but the tenant has not yet taken occupancy (not yet included in Percent Occupied metrics). |
| (4) | Excludes North End Retail. |
| (5) | Represents multifamily rent divided by occupied multifamily SF; retail rent and retail SF are excluded from this metric. Occupied multifamily square footage may differ from leased multifamily square footage because leased multifamily square footage includes space for leases that have been signed but the tenant has not yet taken occupancy (not yet included in Percent Occupied metrics). |
| (6) | 2221 S. Clark Street - Residential and 900 W Street are excluded from Percent Leased, Percent Occupied, Annualized Rent, Monthly Rent Per Unit and Monthly Rent per Square Foot metrics as they are operated as short-term rental properties. |
| (9) | See footnotes (3) and (4) on page 40. |
| (10) | See "Disposition and Recapitalization Activity" on page 43. |
PROPERTY TABLE – UNDER-CONSTRUCTION | DECEMBER 31, 2022 |
Property Table – Under Construction
| dollars in thousands | | | | | | | | | | | | | | | | | | | | |
| ||||
| | | | | | | | | | | Schedule (1) | | At JBG SMITH Share | | ||||||||||||
| | | | | | | Estimated | | Estimated | | | | Estimated | | | | | | | Estimated | | Estimated |
| |||
| | | | | % | | Square | | Number of | | Construction | | Completion | | Estimated | | Historical | | Incremental | | Total |
| ||||
| Asset |
| Submarket |
| Ownership | | Feet | | Units | | Start Date | | Date | | Stabilization Date |
| Cost (2) | | Investment | | Investment | | ||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Multifamily | | | | | | | | | | | | | | | | | | | | | | | | | |
| National Landing |
|
|
|
|
|
|
|
|
|
|
| |
|
|
| |
|
| |
|
| |
|
| |
| 1900 Crystal Drive (3) |
| National Landing |
| — | | 633,985 |
| 808 |
| Q1 2021 |
| | Q1 2024 - Q3 2024 |
| Q1 2026 | | $ | 284,501 | | $ | 137,690 | | $ | 422,191 | |
| 2000/2001 South Bell Street (4) | | National Landing | | — | | 580,966 | | 775 | | Q1 2022 | | | Q1 2025 - Q3 2025 | | Q4 2026 | | | 77,636 | | | 265,799 | | | 343,435 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Under-Construction - Total / Weighted Average | 1,214,951 |
| 1,583 |
| | | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Under-Construction - Total / Weighted Average at JBG SMITH Share | 1,214,951 |
| 1,583 |
| Q3 2021 | | | Q3 2024 - Q1 2025 | | Q3 2026 | | $ | 362,137 | | $ | 403,489 | | $ | 765,626 | | |||||
Weighted average Projected NOI Yield at JBG SMITH Share: |
| Multifamily |
| |
Estimated Total Investment (5) |
| | 5.8 | % |
Estimated Incremental Investment |
| | 11.0 | % |
Estimated Stabilized NOI at JBG SMITH Share (dollars in millions) | | $ | 44.2 | |
Note: At 100% share, unless otherwise noted.
| (1) | Average dates are weighted by JBG SMITH Share of estimated SF. |
| (2) | Historical Cost excludes certain GAAP adjustments, interest and ground lease costs. See definition of Historical Cost on page 50. |
| (3) | We leased the land underlying 1900 Crystal Drive to a lessee, which is constructing a multifamily asset comprising two towers with ground floor retail. The ground lessee has engaged us to be the development manager for the construction of 1900 Crystal Drive, and separately, we are the lessee in a master lease of the asset. We have an option to acquire the asset until a specified period after completion. In March 2021, the ground lessee entered into a mortgage loan collateralized by the leasehold interest with a maximum principal balance of $227.0 million. As of December 31, 2022, $83.0 million was outstanding under the mortgage loan. See page 45 for additional information. The ground lessee was obligated to invest $17.5 million of equity funding, all of which was funded, and JBG SMITH is obligated to provide the additional project funding through a mezzanine loan to the ground lessee. We determined that 1900 Crystal Drive is a variable interest entity ("VIE") and that we are the primary beneficiary of the VIE. Accordingly, we consolidated the VIE with the lessee's ownership interest shown as "Noncontrolling interests" in our condensed consolidated balance sheets. The ground lease, the mezzanine loan and the master lease described above are eliminated in consolidation. 1900 Crystal Drive's full cost, debt balance and other metrics are included at 100% in the at JBG SMITH Share metrics presented within this Investor Package. |
| (4) | We leased the land underlying 2000/2001 South Bell Street to a lessee, which is constructing a multifamily asset comprising two towers with ground floor retail. The ground lessee has engaged us to be the development manager for the construction of 2000/2001 South Bell Street, and separately, we are the lessee in a master lease of the asset. We have an option to acquire the asset until a specified period after completion. In December 2021, the ground lessee entered into a mortgage loan collateralized by the leasehold interest with a maximum principal balance of $208.5 million. As of December 31, 2022, no proceeds had been received from the mortgage loan. See page 45 for additional information. The ground lessee was obligated to invest $16.0 million of equity funding, all of which was funded, and JBG SMITH is obligated to provide additional project funding through a mezzanine loan to the ground lessee. We determined that 2000/2001 South Bell Street is a VIE and that we are the primary beneficiary of the VIE. Accordingly, we consolidated the VIE with the lessee's ownership interest shown as "Noncontrolling interests" in our condensed consolidated balance sheets. The ground lease, the mezzanine loan and the master lease described above are eliminated in consolidation. 2000/2001 South Bell Street's full cost, debt balance and other metrics are included at 100% in the at JBG SMITH Share metrics presented within this Investor Package. |
| (5) | Historical Cost of 1900 Crystal Drive includes $22.6 million of design costs, the majority of which were incurred prior to the Formation Transaction, that are not related to the current planned development. Excluding these costs, Projected NOI Yield on Estimated Total Investment would be 6.0%. |
PROPERTY TABLE – DEVELOPMENT PIPELINE | DECEMBER 31, 2022 |
| dollars in thousands | | | | | | |
| ||||||||||
| | | | | | | | | | | | | | | | | |
|
| | | | | | | Earliest | | | | | | | | | | |
|
| | | | | | | Potential | | | | | | | | | | Estimated | |
| | | | | % | | Construction | | Estimated Potential Development Density (SF) | | Number of | | ||||||
| Asset |
| Submarket | | Ownership | | Start Date (1) | | Total |
| Office |
| Multifamily |
| Retail | | Units |
|
| | | | | | | | | | | | | | | | | | |
| National Landing |
|
|
| | | | | |
|
|
|
|
|
|
| | |
| 3330 Exchange Avenue (2) | | National Landing | | 50.0% | | 2023 | | 239,800 | | — | | 216,400 | | 23,400 | | 240 | |
| 3331 Exchange Avenue (2) | | National Landing | | 50.0% | | 2023 | | 180,600 | | — | | 164,300 | | 16,300 | | 170 | |
| Potomac Yard Landbay F/G/H | | National Landing | | 50.0% / 100.0% | | 2024 - 2026 | | 2,614,000 | | 1,369,000 | | 1,147,000 | | 98,000 | | 1,240 | |
| 2250 Crystal Drive | | National Landing | | 100.0% | | 2024 | | 696,200 | | — | | 681,300 | | 14,900 | | 825 | |
| 1415 S. Eads Street | | National Landing | | 100.0% | | 2024 | | 531,400 | | — | | 527,400 | | 4,000 | | 635 | |
| 223 23rd Street | | National Landing | | 100.0% | | 2024 | | 492,100 | | — | | 484,100 | | 8,000 | | 610 | |
| 101 12th Street S. | | National Landing | | 100.0% | | 2024 | | 239,600 | | 234,400 | | — | | 5,200 | | — | |
| RiverHouse Land | | National Landing | | 100.0% | | 2025 | | 1,988,400 | | — | | 1,960,600 | | 27,800 | | 1,665 | |
| 2525 Crystal Drive | | National Landing | | 100.0% | | 2025 | | 373,000 | | — | | 370,000 | | 3,000 | | 370 | |
| 1800 South Bell Street Land (3) | | National Landing | | 100.0% | | 2025 | | 255,000 | | 245,000 | | — | | 10,000 | | — | |
| DC |
|
|
| | | | |
|
|
|
|
|
|
|
| | |
| Gallaudet Parcel 2-3 (4) (5) | | Union Market/NoMa/H Street |
| 100.0% | | 2023 | | 819,100 |
| — |
| 758,200 |
| 60,900 |
| 820 | |
| 5 M Street Southwest |
| Ballpark | | 100.0% | | 2023 | | 664,700 | | — | | 648,400 | | 16,300 | | 650 | |
| Capitol Point - North | | Union Market/NoMa/H Street | | 100.0% | | 2024 | | 738,300 | | — | | 705,500 | | 32,800 | | 760 | |
| Gallaudet Parcel 4 (5) | | Union Market/NoMa/H Street | | 100.0% | | 2024 | | 577,700 | | — | | 514,800 | | 62,900 | | 645 | |
| Other Development Parcels (6) | | | | | | | | 2,057,600 | | 1,604,400 | | 453,200 | | — | | — | |
| | | | | | | | | | | | | | | | | | |
| Total |
| |
| | | | | 12,467,500 |
| 3,452,800 |
| 8,631,200 |
| 383,500 |
| 8,630 | |
| | | | | | | | | | | | | | | | | | |
| Totals at JBG SMITH Share | | | | | | | | | | | | | | | | | |
| National Landing | | | | | | | | 6,593,000 | | 1,313,900 | | 5,137,300 | | 141,800 | | 5,280 | |
| DC | | | | | | | | 2,992,100 | | 149,600 | | 2,669,600 | | 172,900 | | 2,875 | |
| Other | | | | | | | | 145,700 | | 89,700 | | 56,000 | | — | | — | |
| | | | | | | | | 9,730,800 | | 1,553,200 | | 7,862,900 | | 314,700 | | 8,155 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | Fully Entitled | | 4,649,300 | | 895,700 | | 3,566,600 | | 187,000 | | 3,870 | |
| | | | | | | Entitlement In Process | | 5,081,500 | | 657,500 | | 4,296,300 | | 127,700 | | 4,285 | |
| | | | | | | | | 9,730,800 | | 1,553,200 | | 7,862,900 | | 314,700 | | 8,155 | |
| | | | | | | | | | | | | | | | | | |
| Historical Cost at JBG SMITH Share (7) |
| $ 408,461 | | | | | | | | | | | | | | | |
See footnotes on page 42.
PROPERTY TABLE – DEVELOPMENT PIPELINE | DECEMBER 31, 2022 |
Footnotes
Note: At 100% share, unless otherwise noted.
| (1) | Represents the earliest potential year in which construction could commence, subject to receipt of full entitlements, completion of design and market conditions. Office developments are pre-lease dependent. |
| (2) | Formerly referred to as Potomac Yard Landbay F – Block 19 and 15. |
| (3) | Currently encumbered by an operating commercial asset. |
| (4) | Formerly referred to as Gallaudet Parcel 1-3. |
| (5) | Controlled through an option to acquire a leasehold interest with estimated stabilized annual ground rent payments totaling approximately $3.8 million. As of December 31, 2022, the weighted average remaining term for the option is 1.8 years. |
| (6) | Comprises six assets in which we have a minority interest. 809,500 SF is currently encumbered by two operating commercial assets. |
| (7) | Historical Cost includes certain intangible assets, such as option and transferable density rights values recorded as part of the Formation Transaction; and excludes certain GAAP adjustments, such as capitalized interest and ground lease costs. See definition of Historical Cost on page 50. |
DISPOSITION AND RECAPITALIZATION ACTIVITY | DECEMBER 31, 2022 |
| dollars in thousands, at JBG SMITH Share | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | Total Square Feet/ | | | |
|
| | | | | | | | | | | | Estimated Potential | | | |
|
| | | | | | | | | | |
| Development | | | | |
| | | Ownership | | | | | | | | | Density | | Gross Sales | | |
| Assets | | Percentage | | Asset Type | | Location | | Date Disposed | | (Square Feet) | | Price |
| ||
| | | | | | | | | | | | | | | | |
| Q1 2022 | | | | | | | | | | | | | | | |
| The Alaire, The Terano and 12511 Parklawn Drive |
| 1.8% to 18.0% | | Multifamily / Development Pipeline |
| Rockville, MD | | | January 27, 2022 |
| 51,546 / 1,170 | | $ | 15,384 | |
| Development Parcel | | 100.0% | | Development Pipeline | | Arlington, VA | | | March 28, 2022 | | — | | | 3,250 | |
| Subtotal | | | | | | | | | | | 51,546 / 1,170 | | $ | 18,634 | |
| | | | | | | | | | | | | | | | |
| Q2 2022 | | | | | | | | | | | | | | | |
| Universal Buildings | | 100.0% | | Commercial | | Washington, DC | | | April 1, 2022 | | 659,459 | | $ | 228,000 | |
| Galvan | | 1.8% | | Multifamily | | Rockville, MD | | | May 10, 2022 | | 7,025 | | | 2,745 | |
| Pen Place | | 100.0% | | Development Pipeline | | Arlington, VA | | | May 25, 2022 | | 2,082,000 | | | 198,000 | |
| 1900 N Street | | 55.0% | | Commercial | | Washington, DC | | | June 1, 2022 | | 148,226 | | | 145,750 | |
| Subtotal | | | | | | | | | | | 814,710 / 2,082,000 | | $ | 574,495 | |
| | | | | | | | | | | | | | | | |
| Q3 2022 | | | | | | | | | | | | | | | |
| None | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Q4 2022 | | | | | | | | | | | | | | | |
| The Gale Eckington | | 5.0% | | Multifamily | | Washington, DC | | | December 15, 2022 | | 23,336 | | $ | 10,778 | |
| Land Option (1) | | 100.0% | | Development Pipeline | | Washington, DC | | | December 23, 2022 | | 205,900 | | | 6,150 | |
| Subtotal | | | | | | | | | | | 23,336 / 205,900 | | $ | 16,928 | |
| | | | | | | | | | | | | | | | |
| Total |
|
|
|
|
|
| |
|
|
| 889,592 / 2,289,070 | | $ | 610,057 | |
| (1) | Represents a $14.0 million valuation net of a $7.9 million option cost. |
Recapitalization and Other Activity:
In January 2022, we sold investments in equity securities for $17.8 million, resulting in a realized gain of $13.9 million.
On April 13, 2022, we formed an unconsolidated real estate venture with affiliates of 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). 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 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. As of December 31, 2022, our investment in the venture was zero, and we have discontinued applying the equity method as we have not guaranteed its obligations or otherwise committed to providing financial support. These assets, as well as the associated non-recourse mortgage loans, held through an unconsolidated real estate venture are excluded from the occupancy, non-GAAP financial measures, leverage metrics, operating assets and operating metrics presented in our investor package.
On April 29, 2022, we sold a 99-year term leasehold interest in an asset in the Development Pipeline located in Reston, VA.
DEBT SUMMARY | DECEMBER 31, 2022 |
| dollars in thousands, at JBG SMITH Share |
| 2023 |
| 2024 |
| 2025 |
| 2026 |
| 2027 |
| Thereafter |
| Total |
| |||||||
| | | | | | | | | | | | | | | | | | | | | | | |
| Consolidated and Unconsolidated Principal Balance | | | | | | | | | | | | | | | | | | | | | | |
| Unsecured Debt: | | | | | | | | | | | | | | | | | | | | | | |
| Revolving credit facility ($1 billion commitment) | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | |
| Term loans ($600 million commitment) | |
| — | |
| — | |
| 200,000 | |
| — | |
| — | |
| 350,000 | |
| 550,000 | |
| Total unsecured debt | |
| — | |
| — | |
| 200,000 | |
| — | |
| — | |
| 350,000 | |
| 550,000 | |
| Secured Debt: | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| Consolidated principal balance (1) | |
| 275,119 | |
| 124,013 | |
| 391,029 | |
| 187,982 | |
| 356,286 | |
| 567,446 | |
| 1,901,875 | |
| Unconsolidated principal balance | |
| 22,065 | |
| — | |
| 33,000 | |
| — | |
| — | |
| — | |
| 55,065 | |
| Total secured debt | |
| 297,184 | |
| 124,013 | |
| 424,029 | |
| 187,982 | |
| 356,286 | |
| 567,446 | |
| 1,956,940 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Total Consolidated and Unconsolidated Principal Balance | | $ | 297,184 | | $ | 124,013 | | $ | 624,029 | | $ | 187,982 | | $ | 356,286 | | $ | 917,446 | | $ | 2,506,940 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| % of total debt maturing | |
| 11.9 | % |
| 4.9 | % |
| 24.9 | % |
| 7.5 | % |
| 14.2 | % |
| 36.6 | % |
| 100.0 | % |
| % floating rate (2) | |
| 43.4 | % |
| — | |
| — | |
| 74.7 | % |
| 49.1 | % |
| 51.2 | % |
| 36.5 | % |
| % fixed rate (3) | |
| 56.6 | % |
| 100.0 | % |
| 100.0 | % |
| 25.3 | % |
| 50.9 | % |
| 48.8 | % |
| 63.5 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| Weighted Average Interest Rates | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| Variable rate (4) | |
| 6.14 | % |
| — | |
| — | |
| 5.92 | % |
| 5.00 | % |
| 4.78 | % |
| 5.19 | % |
| Fixed rate | |
| 5.13 | % |
| 3.97 | % |
| 3.83 | % |
| 4.91 | % |
| 4.44 | % |
| 3.56 | % |
| 4.00 | % |
| Total Weighted Average Interest Rates | |
| 5.57 | % |
| 3.97 | % |
| 3.83 | % |
| 5.66 | % |
| 4.72 | % |
| 4.19 | % |
| 4.44 | % |
| | Credit Facility | |||||||||||
|
| Revolving |
| | |
| | |
| | |
| |
| | Credit | | Tranche A‑1 | | Tranche A‑2 | | Total/Weighted | | ||||
| | Facility | | Term Loan | | Term Loan | | Average | | ||||
Credit limit | | $ | 1,000,000 | | $ | 200,000 | | $ | 400,000 | | $ | 1,600,000 | |
Outstanding principal balance | | $ | — | | $ | 200,000 | | $ | 350,000 | | $ | 550,000 | |
Letters of credit | | $ | 467 | | $ | — | | $ | — | | $ | 467 | |
Undrawn capacity | | $ | 999,533 | | $ | — | | $ | 50,000 | | $ | 1,049,533 | |
Interest rate spread (5) | |
| 1.15 | % |
| 1.15 | % |
| 1.25 | % |
| 1.21 | % |
All-In interest rate (6) | |
| 5.51 | % |
| 2.61 | % |
| 3.40 | % |
| 3.11 | % |
Initial maturity date | |
| Jan‑25 | |
| Jan‑25 | |
| Jan‑28 | |
| — | |
| (1) | In January 2023, we entered into a $187.6 million loan facility, collateralized by The Wren and F1RST Residences. The loan has a seven-year term and a fixed interest rate of 5.13%. This loan is the initial advance under a Fannie Mae multifamily credit facility, which provides flexibility for collateral substitutions, future advances tied to performance, ability to mix fixed and floating rates, as well as stagger maturities. Proceeds from the loan were used to repay the mortgage loan on 2121 Crystal Drive, which had a fixed interest rate of 5.51%. |
| (2) | Floating rate debt includes floating rate loans with interest rate caps. |
| (3) | Fixed rate debt includes floating rate loans with interest rate swaps. Including interest rate caps, 89.4% of our debt is fixed or hedged. |
| (5) | The interest rate for the revolving credit facility excludes a 0.15% facility fee. |
| (6) | The all-in interest rate is inclusive of interest rate swaps. As of December 31, 2022, we had interest rates swaps for the Tranche A-1 Term Loan and the Tranche A-2 Term Loan. |
DEBT BY INSTRUMENT | DECEMBER 31, 2022 |
| dollars in thousands | | | | | | | Stated | | Interest | | Current | | Initial | | Extended | |
| | | % | | Principal | | Interest | | Rate | | Annual | | Maturity | | Maturity |
| |
| Asset | | Ownership | | Balance | | Rate | | Hedge (1) |
| Interest Rate (2) | | Date | | Date (3) | | |
| | | | | | | | | | | | | | | | |
|
| Consolidated | | | | | | | | | | | | | | | | |
| 2121 Crystal Drive (4) |
| 100.0 | % | $ | 131,535 |
| 5.51 | % | Fixed |
| 5.51 | % | 03/01/23 | | 03/01/23 | |
| Falkland Chase - South & West |
| 100.0 | % |
| 36,744 |
| 3.78 | % | Fixed |
| 3.78 | % | 06/01/23 | | 06/01/23 | |
| 800 North Glebe Road |
| 100.0 | % |
| 106,840 |
| S + 1.71 | % | — |
| 6.07 | % | 06/30/23 | | 06/30/24 | |
| 2101 L Street |
| 100.0 | % |
| 124,013 |
| 3.97 | % | Fixed |
| 3.97 | % | 08/15/24 | | 08/15/24 | |
| 201 12th Street S., 200 12th Street S., and 251 18th Street S. |
| 100.0 | % |
| 83,319 |
| 7.94 | % | Fixed |
| 7.94 | % | 01/01/25 | | 01/01/25 | |
| Credit Facility - Revolving Credit Facility |
| 100.0 | % |
| — |
| S + 1.15 | % | — |
| 5.51 | % | 01/07/25 | | 01/07/25 | |
| RiverHouse Apartments |
| 100.0 | % |
| 307,710 |
| L + 1.28 | % | Swap |
| 3.47 | % | 04/01/25 | | 04/01/25 | |
| 1900 Crystal Drive (5) | | — | | | 82,982 | | S + 3.11 | % | Cap | | 6.61 | % | 04/25/26 | | 04/25/26 | |
| 1215 S. Clark Street (6) | | 100.0 | % | | 105,000 | | S + 1.35 | % | Swap | | 4.91 | % | 12/22/26 | | 12/22/26 | |
| Credit Facility - Tranche A‑1 Term Loan |
| 100.0 | % | | 200,000 |
| S + 1.15 | % | Swap |
| 2.61 | % | 01/14/25 | | 01/14/27 | |
| 8001 Woodmont | | 100.0 | % | | 103,400 | | 4.82 | % | Fixed | | 4.82 | % | 01/15/27 | | 01/15/27 | |
| 2000/2001 South Bell Street (7) | | — | | | — | | L + 2.15 | % | Cap | | 6.54 | % | 01/22/27 | | 01/22/27 | |
| 4747 Bethesda Avenue (8) | | 100.0 | % | | 175,000 | | S + 1.35 | % | Cap | | 5.00 | % | 02/20/27 | | 02/20/27 | |
| 1235 S. Clark Street |
| 100.0 | % |
| 77,886 |
| 3.94 | % | Fixed |
| 3.94 | % | 11/01/27 | | 11/01/27 | |
| Credit Facility - Tranche A‑2 Term Loan |
| 100.0 | % |
| 350,000 |
| S + 1.25 | % | Swap |
| 3.40 | % | 01/13/28 | | 01/13/28 | |
| 1225 S. Clark Street |
| 100.0 | % |
| 85,000 |
| S + 1.70 | % | — |
| 6.06 | % | 07/27/28 | | 07/27/28 | |
| WestEnd25 | | 100.0 | % | | 97,500 | | S + 1.45 | % | Swap | | 4.16 | % | 08/05/29 | | 08/05/29 | |
| 1221 Van Street (9) | | 100.0 | % | | 87,253 | | L + 2.51 | % | Cap | | 4.50 | % | 08/01/30 | | 08/01/30 | |
| 220 20th Street (9) | | 100.0 | % | | 80,240 | | L + 2.51 | % | Cap | | 4.50 | % | 08/01/30 | | 08/01/30 | |
| The Bartlett (9) | | 100.0 | % | | 217,453 | | L + 2.51 | % | Cap | | 4.50 | % | 08/01/30 | | 08/01/30 | |
| Total Consolidated Principal Balance |
| | |
| 2,451,875 |
|
|
|
|
|
|
|
|
|
| |
| Premium / (discount) recognized as a result of the Formation Transaction |
| | |
| 423 |
|
|
|
|
|
|
|
|
|
| |
| Deferred financing costs - mortgage loans (10) |
| | |
| (14,300) | | |
|
|
|
|
|
|
|
| |
| Deferred financing costs - credit facility (10) |
| | |
| (6,268) | | |
|
|
|
|
|
|
|
| |
| Total Consolidated Indebtedness (4) | | | | $ | 2,431,730 | | |
|
|
|
|
|
|
|
| |
| | | | | | | | | | | | | | | | | |
| Total Consolidated Indebtedness (net of premium / (discount) and deferred financing costs) | |
|
|
|
|
|
|
|
|
|
|
|
| | ||
| Mortgage loans | | | | $ | 1,890,174 |
|
|
|
|
|
|
|
|
|
| |
| Revolving credit facility | | | |
| — |
| |
|
|
|
|
|
|
|
| |
| Deferred financing costs, net (included in other assets) (10) | | | |
| (5,516) |
|
|
|
|
|
|
|
|
|
| |
| Unsecured term loans | | | |
| 547,072 |
|
|
|
|
|
|
|
|
|
| |
| Total Consolidated Indebtedness | | | | $ | 2,431,730 |
|
|
|
|
|
|
|
|
|
| |
DEBT BY INSTRUMENT | DECEMBER 31, 2022 |
| dollars in thousands | | | | | | | Stated | | Interest | | Current | | Initial | | Extended | |
| | | % | | Principal | | Interest | | Rate | | Annual | | Maturity | | Maturity | | |
| Asset | | Ownership | | Balance | | Rate | | Hedge (1) |
| Interest Rate (2) | | Date | | Date (3) |
| |
| | | | | | | | | | | | | | | | | |
| Unconsolidated | | | | | | | | | | | | | | | | |
| Rosslyn Gateway - North, Rosslyn Gateway - South | | 18.0 | % |
| 46,499 | | S + 2.10 | % | — |
| 6.46 | % | 03/01/23 | | 03/01/23 | |
| Stonebridge at Potomac Town Center | | 10.0 | % |
| 79,600 | | S + 3.50 | % | — |
| 7.86 | % | 12/08/23 | | 12/08/24 | |
| The Foundry (11) | | 9.9 | % |
| 58,000 | | S + 1.50 | % | Cap |
| 4.50 | % | 12/12/23 | | 12/12/24 | |
| 1101 17th Street | | 55.0 | % |
| 60,000 | | S + 1.31 | % | Swap |
| 4.13 | % | 06/13/25 | | 06/13/25 | |
| Total Unconsolidated Principal Balance | | | |
| 244,099 | | |
|
|
|
|
|
|
|
| |
| Deferred financing costs |
| | | | (411) | | |
|
|
|
|
|
|
|
| |
| Total Unconsolidated Indebtedness | | | | $ | 243,688 | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Principal Balance at JBG SMITH Share | | | |
|
|
|
|
|
|
|
|
|
|
|
| |
| Consolidated principal balance at JBG SMITH Share (4) |
| | | $ | 2,451,875 |
|
|
|
|
|
|
|
|
|
| |
| Unconsolidated principal balance at JBG SMITH Share | | | |
| 55,065 |
| |
|
|
| |
|
|
|
| |
| Total Consolidated and Unconsolidated Principal Balance at JBG SMITH Share (4) | | | | $ | 2,506,940 |
|
|
|
|
|
|
|
|
|
| |
| | | | | | | | | | | | | | | | | |
| Indebtedness at JBG SMITH Share (net of premium / (discount) and deferred financing costs) |
|
|
|
|
|
|
|
|
|
| | |||||
| Consolidated indebtedness at JBG SMITH Share (4) |
| | | $ | 2,431,730 |
| |
|
|
|
|
|
|
|
| |
| Unconsolidated indebtedness at JBG SMITH Share | | | | | 54,975 | | | | | | | | | | | |
| Total Consolidated and Unconsolidated Indebtedness at JBG SMITH Share (4) | | | | | 2,486,705 | | | | | | | | | | | |
| (1) | For floating rate loans with interest rate caps, the weighted average interest rate cap strike is 2.64% for consolidated debt, and 2.64% for all debt, and the weighted average maturity date of the interest rate caps is September 28, 2023. The interest rate cap strike is exclusive of the credit spreads associated with the loans. |
| (2) | December 31, 2022 one-month LIBOR of 4.39% or one-month term SOFR of 4.36%, as applicable, applied to loans, which are denoted as floating (no swap) or floating with a cap, except as otherwise noted. |
| (3) | Represents the maturity date based on execution of all extension options. Many of these extensions are subject to lender covenant tests. |
| (4) | In January 2023, we entered into a $187.6 million loan facility, collateralized by The Wren and F1RST Residences. The loan has a seven-year term and a fixed interest rate of 5.13%. This loan is the initial advance under a Fannie Mae multifamily credit facility, which provides flexibility for collateral substitutions, future advances tied to performance, ability to mix fixed and floating rates, as well as stagger maturities. Proceeds from the loan were used to repay the mortgage loan on 2121 Crystal Drive. |
| (5) | In March 2021, we leased the land associated with 1900 Crystal Drive to a lessee which will construct the asset. In March 2021, the ground lessee entered into a mortgage loan collateralized by the asset with a maximum principal balance of $227.0 million. The base rate for this loan was 3.50% as of December 31, 2022. See footnote (3) on page 40 for additional information. |
| (6) | The notional value of the 1215 S. Clark Street interest rate swap was $47.5 million. |
| (7) | In December 2021, we leased the land associated with 2000/2001 South Bell Street to a lessee which will construct the asset. In December 2021, the ground lessee entered into a mortgage loan collateralized by the asset with a maximum principal balance of $208.5 million. The interest rate cap is effective as of July 1, 2023. See footnote (4) on page 40 for additional information. |
| (8) | The base rate for this loan was 3.65% as December 31, 2022. |
| (9) | The base rate for these loans was 1.99% as of December 31, 2022. |
| (10) | As of December 31, 2022, net deferred financing costs related to unfunded mortgage loans totaling $2.2 million and the revolving credit facility totaling $3.3 million were included in "Other assets, net" in our condensed consolidated balance sheet. |
| (11) | The base rate for this loan was 3.00% as of December 31, 2022. |
CONSOLIDATED AND UNCONSOLIDATED REAL ESTATE VENTURES | DECEMBER 31, 2022 |
Estate Ventures
| |
| Asset Type |
| City |
| Submarket |
| % Ownership |
| Total Square Feet |
|
| | | | | | | | | | | | |
| Consolidated Real Estate Ventures | | | | | | | | | | | |
| The Howard University, Inc. | | | | | | | | | | | |
| The Wren (1) |
| Multifamily |
| Washington, DC |
| U Street/Shaw |
| 99.7 | % | 332,682 | |
| | | | | | | | | | | | |
| Total Consolidated Real Estate Ventures | | | | | | | | |
| 332,682 | |
| | | | | | | | | | | | |
| Unconsolidated Real Estate Ventures | | | | | | | | | | | |
| Landmark |
|
|
|
|
|
|
|
|
|
| |
| Rosslyn Gateway - North |
| Commercial |
| Arlington, VA |
| Rosslyn |
| 18.0 | % | 146,759 | |
| Rosslyn Gateway - South |
| Commercial |
| Arlington, VA |
| Rosslyn |
| 18.0 | % | 103,444 | |
| Rosslyn Gateway - South Land |
| Development Pipeline |
| Arlington, VA |
| Rosslyn |
| 18.0 | % | 498,500 | |
| Rosslyn Gateway - North Land |
| Development Pipeline |
| Arlington, VA |
| Rosslyn |
| 18.0 | % | 311,000 | |
| | | | | | | | | | | 1,059,703 | |
| | | | | | | | | | | | |
| J.P. Morgan Global Alternatives (2) | | | | | | | | | | | |
| Potomac Yard Landbay F/G | | Development Pipeline | | Alexandria, VA | | National Landing | | 50.0 | % | 1,614,000 | |
| 3330 Exchange Avenue (3) | | Development Pipeline | | Alexandria, VA | | National Landing | | 50.0 | % | 239,800 | |
| 3331 Exchange Avenue (3) | | Development Pipeline | | Alexandria, VA | | National Landing | | 50.0 | % | 180,600 | |
| |
| | | | | | | | | 2,034,400 | |
| | | | | | | | | | | | |
| CBREI Venture |
|
|
|
|
|
|
|
|
|
| |
| Stonebridge at Potomac Town Center |
| Commercial |
| Woodbridge, VA |
| Prince William County |
| 10.0 | % | 504,327 | |
| The Foundry |
| Commercial |
| Washington, DC |
| Georgetown |
| 9.9 | % | 227,493 | |
| |
| | | | | | | | | 731,820 | |
CONSOLIDATED AND UNCONSOLIDATED REAL ESTATE VENTURES | DECEMBER 31, 2022 |
| | Asset Type |
| City |
| Submarket |
| % Ownership |
| Total Square Feet |
| | | | | | | | | | |
Canadian Pension Plan Investment Board |
|
|
|
|
|
|
|
|
|
|
1101 17th Street |
| Commercial |
| Washington, DC |
| CBD |
| 55.0 | % | 209,407 |
| | | | | | | | | | |
Bresler / Brookfield |
|
|
|
|
|
|
|
|
|
|
Waterfront Station |
| Development Pipeline |
| Washington, DC |
| Southwest |
| 2.5 | % | 662,600 |
| | | | | | | | | | |
Brandywine |
|
|
|
|
|
|
|
|
|
|
1250 1st Street |
| Development Pipeline |
| Washington, DC |
| Union Market / NoMa / H Street |
| 30.0 | % | 265,800 |
51 N Street |
| Development Pipeline |
| Washington, DC |
| Union Market / NoMa / H Street |
| 30.0 | % | 177,500 |
50 Patterson Street |
| Development Pipeline |
| Washington, DC |
| Union Market / NoMa / H Street |
| 30.0 | % | 142,200 |
|
| | | | | | | | | 585,500 |
| | | | | | | | | | |
Prudential Global Investment Management |
|
|
|
|
|
|
|
|
|
|
Central Place Tower |
| Commercial |
| Arlington, VA |
| Rosslyn |
| 50.0 | % | 551,608 |
| | | | | | | | | | |
Total Unconsolidated Real Estate Ventures |
| |
|
|
|
|
|
|
| 5,835,038 |
| (1) | In February 2023, we purchased the remaining 0.3% ownership interest in The Wren, a multifamily asset that was owned by a consolidated real estate venture, for $0.6 million, increasing our ownership interest to 100.0%. |
| (2) | J.P. Morgan Global Alternatives is the advisor for an institutional investor. |
| (3) | Formerly referred to as Potomac Yard Landbay F – Block 19 and 15. |
DEFINITIONS | DECEMBER 31, 2022 |
"Annualized Rent" is defined as (i) for commercial assets, or the retail component of a mixed-use asset, the in-place monthly base rent before Free Rent, plus tenant reimbursements as of December 31, 2022, multiplied by 12, and (ii) for multifamily assets, or the multifamily component of a mixed-use asset, the in-place monthly base rent before Free Rent as of December 31, 2022, multiplied by 12. Annualized Rent excludes rent from leases that have been signed but the tenant has not yet taken occupancy (not yet included in Percent Occupied metrics). The in-place monthly base rent does not take into consideration temporary rent relief arrangements.
"Annualized Rent per Square Foot" is defined as (i) for commercial assets, annualized office rent divided by occupied office square feet and annualized retail rent divided by occupied retail square feet; and (ii) for multifamily assets, monthly multifamily rent divided by occupied multifamily square feet; annualized retail rent and retail square feet are excluded from this metric. Occupied square footage may differ from leased square footage because leased square footage includes leases that have been signed but the tenant has not yet taken occupancy (not yet included in Percent Occupied metrics).
"Development Pipeline" refers to assets that have the potential to commence construction subject to receipt of full entitlements, completion of design and market conditions where we (i) own land or control the land through a ground lease or (ii) are under a long-term conditional contract to purchase, or enter into, a leasehold interest with respect to land.
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 expense on our assets). EBITDAre is computed in accordance with the definition established by Nareit. Nareit defines EBITDAre as GAAP net income (loss) adjusted to exclude interest expense, income taxes, depreciation and amortization expense, gains and losses on sales of real estate and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, including our share of such adjustments 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. A reconciliation of net income (loss) to EBITDA, EBITDAre and Adjusted EBITDA is presented on page 15.
"Estimated Incremental Investment" means management's estimate of the remaining cost to be incurred in connection with the development of an asset as of December 31, 2022, including all remaining acquisition costs, hard costs, soft costs, tenant improvements (excluding Free Rent converted to tenant improvement allowances), leasing costs and other similar costs to develop and stabilize the asset but excluding any financing costs and ground rent expenses. Actual incremental investment may differ substantially from our estimates due to numerous factors, including unanticipated expenses, delays in the estimated start and/or completion date, changes in design and other contingencies.
"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 December 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
DEFINITIONS | DECEMBER 31, 2022 |
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.
"Estimated Total Investment" means, with respect to the development of an asset, the sum of the Historical Cost in such asset and the Estimated Incremental Investment for such asset. Actual total investment may differ substantially from our estimates due to numerous factors, including unanticipated expenses, delays in the estimated start and/or completion date, changes in design and other contingencies.
"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).
Funds from Operations ("FFO"), "Core FFO" and Funds Available for Distribution ("FAD") are non-GAAP financial measures. FFO is computed in accordance with the definition established by Nareit in the Nareit FFO White Paper - 2018 Restatement. Nareit defines FFO as net income (loss) (computed in accordance with GAAP), excluding depreciation and amortization expense related to real estate, gains and losses from the sale of certain real estate assets, gains and losses from change in control and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, including our share of such adjustments for unconsolidated real estate ventures.
Core FFO represents FFO adjusted to exclude items which we believe are not representative of ongoing operating results, such as Transaction and Other Costs, impairment write-downs of 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, which implicitly assumes that the value of real estate diminishes predictably over time rather than fluctuating based on market conditions, and other non-comparable income and expenses. FFO, Core FFO and FAD do not represent cash generated from operating activities and are not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income (loss) (computed in accordance with GAAP) as a performance measure or cash flow as a liquidity measure. FFO, Core FFO and FAD may not be comparable to similarly titled measures used by other companies. A reconciliation of net income (loss) to FFO, Core FFO and FAD is presented on pages 16-17.
"GAAP" means accounting principles generally accepted in the United States.
"Historical Cost" is a non-GAAP measure which includes the total Historical Cost incurred by JBG SMITH with respect to the development of an asset, including any acquisition costs, hard costs, soft costs, tenant improvements (excluding Free Rent converted to tenant improvement allowances), leasing costs and other similar costs, but excluding any financing costs and ground rent expenses incurred as of December 31, 2022.
DEFINITIONS | DECEMBER 31, 2022 |
"In-Service" refers to commercial or multifamily operating assets that are at or above 90% leased or have been operating and collecting rent for more than 12 months as of December 31, 2022.
"JBG SMITH Share" or "our share" refer to our ownership percentage of consolidated and unconsolidated assets in real estate ventures, but exclude our: (i) 10.0% subordinated interest in one commercial building, (ii) 33.5% subordinated interest in four commercial buildings and (iii) 49.0% interest in three commercial buildings, as well as the associated non-recourse mortgage loans, held through unconsolidated real estate ventures; these interests and debt are excluded because our investment in each real estate venture is zero, we do not anticipate receiving any near-term cash flow distributions from the real estate ventures and we have not guaranteed their obligations or otherwise committed to providing financial support.
"Metro-Served" means locations, submarkets or assets that are within 0.5 miles of an existing or planned Metro station.
"Monthly Rent Per Unit" represents multifamily rent for the month ended December 31, 2022 divided by occupied units; retail rent is excluded from this metric.
"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"), "Annualized NOI", "Estimated Stabilized NOI" and "Projected NOI Yield" are non-GAAP financial measures management uses to assess an asset's performance. The most directly comparable GAAP measure is net income (loss) attributable to common shareholders. We use NOI internally as a performance measure and believe NOI provides useful information to investors regarding our financial condition and results of operations because it reflects only property related revenue (which includes base rent, tenant reimbursements and other operating revenue, net of Free Rent and payments associated with assumed lease liabilities) less operating expenses and ground rent for operating leases, if applicable. NOI also excludes deferred rent, related party management fees, interest expense, and certain other non-cash adjustments, including the accretion of acquired below-market leases and the amortization of acquired above-market leases and below-market ground lease intangibles. Management uses NOI as a supplemental performance measure of our assets and believes it provides useful information to investors because it reflects only those revenue and expense items that are incurred at the asset level, excluding non-cash items. In addition, NOI is considered by many in the real estate industry to be a useful starting point for determining the value of a real estate asset or group of assets. However, because NOI excludes depreciation and amortization expense and captures neither the changes in the value of our assets that result from use or market conditions, nor the level of capital expenditures and capitalized leasing commissions necessary to maintain the operating performance of our assets, all of which have real economic effect and could materially impact the financial performance of our assets, the utility of NOI as a measure of the operating performance of our assets is limited. NOI presented by us may not be comparable to NOI reported by other 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 December 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 December 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.
DEFINITIONS | DECEMBER 31, 2022 |
This Investor Package also contains management's estimate of stabilized NOI and projections of NOI yield for Under-Construction assets, which are based on management's estimates of property-related revenue and operating expenses for each asset. These estimates are inherently uncertain and represent management's plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. The property-related revenues and operating expenses for our assets may differ materially from the estimates included in this Investor Package. Management's projections of NOI yield are not projections of our overall financial performance or cash flow, and there can be no assurance that the Projected NOI Yield set forth in this Investor Package will be achieved.
Projected NOI Yield means our Estimated Stabilized NOI reported as a percentage of (i) Estimated Total Investment and (ii) Estimated Incremental Investment. Actual initial full year stabilized NOI yield may vary from the Projected NOI Yield based on the actual incremental investment to complete the asset and its actual initial full year stabilized NOI, and there can be no assurance that we will achieve the Projected NOI Yields described in this Investor Package.
We do not provide reconciliations for non-GAAP estimates on a future basis, including Estimated Stabilized NOI and expected Annualized NOI because we are unable to provide a meaningful or accurate calculation or estimate of reconciling items and the information is not available without unreasonable effort. This inability is due to the inherent difficulty of forecasting the timing and/or amounts of various items that would impact net income (loss). Additionally, no reconciliation of Projected NOI Yield to the most directly comparable GAAP measure is included in this Investor Package because we are unable to quantify certain amounts that would be required to be included in the comparable GAAP financial measures without unreasonable efforts because such data is not currently available or cannot be currently estimated with confidence. Accordingly, we believe such reconciliations would imply a degree of precision that would be confusing or misleading to investors.
"Non-Same Store" refers to all operating assets excluded from the Same Store pool.
"Percent Leased" is based on leases signed as of December 31, 2022, and is calculated as total rentable square feet less rentable square feet available for lease divided by total rentable square feet expressed as a percentage. Out-of-service square feet are excluded from this calculation.
"Percent Occupied" is based on occupied rentable square feet/units as of December 31, 2022, and is calculated as (i) for office and retail space, total rentable square feet less unoccupied square feet divided by total rentable square feet, (ii) for multifamily space, total units less unoccupied units divided by total units, expressed as a percentage. Out-of-service square feet and units are excluded from this calculation.
"Pro Rata Adjusted General and Administrative Expenses", a non-GAAP financial measure, represents general and administrative expenses adjusted for share-based compensation expense related to the Formation Transaction and special equity awards and the general and administrative expenses of our third-party asset management and real estate services business that are directly reimbursed. We believe that adjusting such items not considered part of our comparable operations provides a meaningful measure to assess our general and administrative expenses as compared to similar real estate companies and in general.
"Recently Delivered" refers to commercial and multifamily assets that are below 90% leased and have been delivered within the 12 months ended December 31, 2022.
"Same Store" refers to the pool of assets that were In-Service for the entirety of both periods being compared, except for assets for which significant redevelopment, renovation, or repositioning occurred during either of the periods being compared.
"Second-generation" is a lease on space that had been vacant for less than nine months.
"Signed But Not Yet Commenced Leases" means leases that, as of December 31, 2022, have been executed but for which rent has not commenced.
"Square Feet" or "SF" refers to the area that can be rented to tenants, defined as (i) for commercial assets, rentable square footage defined in the current lease and for vacant space the rentable square footage defined in the previous lease for that space, (ii) for multifamily assets, management's estimate of approximate rentable square feet, (iii) for Under-Construction
DEFINITIONS | DECEMBER 31, 2022 |
assets, management's estimate of approximate rentable square feet based on current design plans as of December 31, 2022, and (iv) for assets in the Development Pipeline, management's estimate of developable gross square feet based on current business plans with respect to real estate owned or controlled as of December 31, 2022.
"Transaction and Other Costs" include pursuit costs related to completed, potential and pursued transactions, demolition costs, integration and severance costs, and other expenses.
"Under-Construction" refers to assets that were under construction during the three months ended December 31, 2022.
.
APPENDIX – TRANSACTION AND OTHER COSTS | DECEMBER 31, 2022 |
| | | Three Months Ended | | |||||||||||||
| dollars in thousands |
| Q4 2022 |
| Q3 2022 |
| Q2 2022 |
| Q1 2022 |
| Q4 2021 | | |||||
| | | | | | | | | | | | | | | | | |
| Transaction and Other Costs |
| |
|
| |
| | |
| | |
| | |
| |
| Demolition costs | | $ | 385 | | $ | — | | $ | 406 | | $ | 22 | | $ | 704 | |
| Integration and severance costs | |
| 20 | |
| 1,146 | |
| 727 | |
| 145 | |
| 422 | |
| Completed, potential and pursued transaction expenses | |
| 474 | |
| 600 | |
| 854 | |
| 732 | |
| 392 | |
| Total (1) | | $ | 879 | | $ | 1,746 | | $ | 1,987 | | $ | 899 | | $ | 1,518 | |
| (1) | For Q1 2022 and Q4 2021, includes $34,000 and $0.6 million of transaction costs attributable to noncontrolling interests. |
APPENDIX - EBITDA, EBITDAre AND ADJUSTED EBITDA RECONCILIATIONS (NON-GAAP) | DECEMBER 31, 2022 |
Are Appendix – EBITDAAre and Adjusted EBITDA
| | | Three Months Ended | | |||||||||||||
| dollars in thousands |
| Q4 2022 |
| Q3 2022 |
| Q2 2022 |
| Q1 2022 |
| Q4 2021 |
| |||||
| | | | | | | | | | | | | | | | | |
| EBITDA, EBITDAre and Adjusted EBITDA |
| |
|
| |
| | |
| | |
| | |
| |
| Net income (loss) | | $ | (20,850) | | $ | (21,581) | | $ | 141,494 | | $ | (77) | | $ | (63,334) | |
| Depreciation and amortization expense | |
| 56,174 | |
| 50,056 | |
| 49,479 | |
| 58,062 | |
| 58,173 | |
| Interest expense | |
| 25,679 | |
| 17,932 | |
| 16,041 | |
| 16,278 | |
| 17,649 | |
| Income tax expense (benefit) | |
| (1,336) | |
| 166 | |
| 2,905 | |
| (471) | |
| (986) | |
| Unconsolidated real estate ventures allocated share of above adjustments | |
| 3,738 | |
| 7,725 | |
| 9,494 | |
| 9,829 | |
| 9,696 | |
| EBITDA attributable to noncontrolling interests | |
| 22 | |
| (28) | |
| (47) | |
| (26) | |
| 546 | |
| EBITDA | | $ | 63,427 | | $ | 54,270 | | $ | 219,366 | | $ | 83,595 | | $ | 21,744 | |
| (Gain) loss on the sale of real estate | |
| (3,263) | |
| — | |
| (158,767) | |
| 136 | |
| — | |
| Gain on the sale of unconsolidated real estate assets | |
| (618) | |
| — | |
| (936) | |
| (5,243) | |
| — | |
| Real estate impairment loss | | | — | | | — | | | — | | | — | | | 25,144 | |
| Impairment related to unconsolidated real estate ventures (1) | | | 3,885 | | | 15,401 | | | — | | | — | | | 23,883 | |
| | | | | | | | | | | | | | | | | |
| EBITDAre | | $ | 63,431 | | $ | 69,671 | | $ | 59,663 | | $ | 78,488 | | $ | 70,771 | |
| Transaction and Other Costs, net of noncontrolling interests (2) | |
| 879 | |
| 1,746 | |
| 1,987 | |
| 865 | |
| 888 | |
| Business interruption insurance proceeds | | | — | | | — | | | — | | | — | | | (4,517) | |
| Loss (income) from investments, net | | | 298 | | | 567 | | | (1,217) | | | (14,071) | | | (3,620) | |
| Loss on the extinguishment of debt | |
| — | |
| 1,444 | |
| 1,038 | |
| 591 | |
| — | |
| Share-based compensation related to Formation Transaction and special equity awards | |
| 1,022 | |
| 548 | |
| 1,577 | |
| 2,244 | |
| 3,459 | |
| Earnings and distributions in excess of our investment in unconsolidated real estate venture | |
| (405) | |
| (18) | |
| (124) | |
| (441) | |
| (181) | |
| Lease liability adjustments | | | — | | | — | | | — | | | — | | | (134) | |
| Unconsolidated real estate ventures allocated share of above adjustments | |
| 26 | |
| 34 | |
| 1,841 | |
| 204 | |
| (497) | |
| | | | | | | | | | | | | | | | | |
| Adjusted EBITDA | | $ | 65,251 | | $ | 73,992 | | $ | 64,765 | | $ | 67,880 | | $ | 66,169 | |
| | | | | | | | | | | | | | | | | |
| Net Debt to Annualized Adjusted EBITDA (3) | | | 8.6 | x |
| 7.9 | x |
| 8.1 | x |
| 9.6 | x |
| 9.6 | x |
| Net Debt (at JBG SMITH Share) |
| December 31, 2022 |
| September 30, 2022 |
| June 30, 2022 |
| March 31, 2022 |
| December 31, 2021 |
| |||||
| Consolidated indebtedness (4) | | $ | 2,431,730 | | $ | 2,382,429 | | $ | 2,000,762 | | $ | 2,464,640 | | $ | 2,464,927 | |
| Unconsolidated indebtedness (4) | |
| 54,975 | |
| 215,341 | |
| 279,534 | |
| 362,861 | |
| 370,743 | |
| Total consolidated and unconsolidated indebtedness | |
| 2,486,705 | |
| 2,597,770 | |
| 2,280,296 | |
| 2,827,501 | |
| 2,835,670 | |
| Less: cash and cash equivalents | |
| 253,698 | |
| 272,388 | |
| 181,882 | |
| 207,568 | |
| 282,097 | |
| Net Debt (at JBG SMITH Share) | | $ | 2,233,007 | | $ | 2,325,382 | | $ | 2,098,414 | | $ | 2,619,933 | | $ | 2,553,573 | |
Note: All EBITDA measures as shown above are attributable to OP Units and certain fully-vested incentive equity awards that are convertible into OP Units.
| (1) | Related to decreases in the value of the underlying real estate assets. |
| (2) | See page 54 for the components of Transaction and Other Costs. |
| (3) | Calculated using Net Debt. Adjusted EBITDA is annualized by multiplying by four. |
| (4) | Net of premium/discount and deferred financing costs. |
APPENDIX - FFO, CORE FFO AND FAD RECONCILIATIONS (NON-GAAP) | DECEMBER 31, 2022 |
Appendix – FFO, Core FFO and FAD
| |
| Three Months Ended |
| |||||||||||||
| in thousands, except per share data |
| Q4 2022 |
| Q3 2022 |
| Q2 2022 |
| Q1 2022 |
| Q4 2021 |
| |||||
| | | | | | | | | | | | | | | | | |
| FFO and Core FFO | | |
|
| |
|
| |
|
| |
|
| |
| |
| Net income (loss) attributable to common shareholders | | $ | (18,579) | | $ | (19,293) | | $ | 123,275 | | $ | (32) | | $ | (56,446) | |
| Net income (loss) attributable to redeemable noncontrolling interests | |
| (2,468) | |
| (2,546) | |
| 18,248 | |
| 10 | |
| (6,256) | |
| Net income (loss) attributable to noncontrolling interests | |
| 197 | |
| 258 | |
| (29) | |
| (55) | |
| (632) | |
| Net income (loss) | |
| (20,850) | |
| (21,581) | |
| 141,494 | |
| (77) | |
| (63,334) | |
| (Gain) loss on the sale of real estate, net of tax | |
| (3,263) | |
| — | |
| (155,642) | |
| 136 | |
| — | |
| Gain on the sale of unconsolidated real estate assets | |
| (618) | |
| — | |
| (936) | |
| (5,243) | |
| — | |
| Real estate depreciation and amortization | |
| 54,153 | |
| 47,840 | |
| 47,242 | |
| 55,517 | |
| 55,902 | |
| Real estate impairment loss, net of tax | | | — | | | — | | | — | | | — | | | 24,301 | |
| Impairment related to unconsolidated real estate ventures (1) | | | 3,885 | | | 15,401 | | | — | | | — | | | 23,883 | |
| Pro rata share of real estate depreciation and amortization from unconsolidated real estate ventures | |
| 2,884 | |
| 4,999 | |
| 6,416 | |
| 6,870 | |
| 6,626 | |
| FFO attributable to noncontrolling interests | |
| (326) | |
| (336) | |
| (47) | |
| (26) | |
| 546 | |
| FFO Attributable to OP Units | | $ | 35,865 | | $ | 46,323 | | $ | 38,527 | | $ | 57,177 | | $ | 47,924 | |
| FFO attributable to redeemable noncontrolling interests | |
| (4,776) | |
| (6,227) | |
| (4,966) | |
| (5,877) | |
| (4,792) | |
| FFO Attributable to Common Shareholders | | $ | 31,089 | | $ | 40,096 | | $ | 33,561 | | $ | 51,300 | | $ | 43,132 | |
| | | | | | | | | | | | | | | | | |
| FFO attributable to OP Units | | $ | 35,865 | | $ | 46,323 | | $ | 38,527 | | $ | 57,177 | | $ | 47,924 | |
| Transaction and Other Costs, net of tax and noncontrolling interests (2) | |
| 981 | |
| 1,597 | |
| 1,892 | |
| 843 | |
| 865 | |
| Business interruption insurance proceeds | | | — | | | — | | | — | | | — | | | (4,517) | |
| Loss (income) from investments, net | | | 109 | | | 567 | | | (957) | | | (10,538) | | | (2,711) | |
| (Gain) loss from mark-to-market on derivative instruments, net of noncontrolling interests | |
| 1,487 | |
| (2,779) | |
| (2,027) | |
| (3,367) | |
| (292) | |
| Loss on the extinguishment of debt | |
| — | |
| 1,444 | |
| 1,038 | |
| 591 | |
| — | |
| Earnings and distributions in excess of our investment in unconsolidated real estate venture | |
| (405) | |
| (18) | |
| (124) | |
| (441) | |
| (181) | |
| Share-based compensation related to Formation Transaction and special equity awards | |
| 1,022 | |
| 548 | |
| 1,577 | |
| 2,244 | |
| 3,459 | |
| Lease liability adjustments | |
| — | |
| — | |
| — | |
| — | |
| (134) | |
| Amortization of management contracts intangible, net of tax | |
| 1,106 | |
| 1,105 | |
| 1,106 | |
| 1,105 | |
| 1,073 | |
| Unconsolidated real estate ventures allocated share of above adjustments | |
| 21 | |
| (416) | |
| 1,593 | |
| (48) | |
| (543) | |
| Core FFO Attributable to OP Units | | $ | 40,186 | | $ | 48,371 | | $ | 42,625 | | $ | 47,566 | | $ | 44,943 | |
| Core FFO attributable to redeemable noncontrolling interests | |
| (5,883) | |
| (7,158) | |
| (5,494) | |
| (4,889) | |
| (4,494) | |
| Core FFO Attributable to Common Shareholders | | $ | 34,303 | | $ | 41,213 | | $ | 37,131 | | $ | 42,677 | | $ | 40,449 | |
| FFO per diluted common share | | $ | 0.27 | | $ | 0.35 | | $ | 0.28 | | $ | 0.40 | | $ | 0.33 | |
| Core FFO per diluted common share | | $ | 0.30 | | $ | 0.36 | | $ | 0.31 | | $ | 0.34 | | $ | 0.31 | |
| Weighted average shares - diluted (FFO and Core FFO) | |
| 113,917 | |
| 114,387 | |
| 121,327 | |
| 126,688 | |
| 129,009 | |
See footnotes on page 57.
APPENDIX - FFO, CORE FFO AND FAD RECONCILIATIONS (NON-GAAP) | DECEMBER 31, 2022 |
| in thousands, except per share data |
| Three Months Ended |
| |||||||||||||
| |
| Q4 2022 |
| Q3 2022 |
| Q2 2022 |
| Q1 2022 |
| Q4 2021 |
| |||||
| | | | | | | | | | | | | | | | | |
| FAD | | |
|
| |
|
| |
|
| |
|
| |
| |
| Core FFO attributable to OP Units | | $ | 40,186 | | $ | 48,371 | | $ | 42,625 | | $ | 47,566 | | $ | 44,943 | |
| Recurring capital expenditures and Second-generation tenant improvements and leasing commissions (3) | |
| (16,780) | |
| (10,094) | |
| (13,300) | |
| (13,702) | |
| (21,773) | |
| Straight-line and other rent adjustments (4) | |
| (7,655) | |
| (6,018) | |
| (1,978) | |
| (1,791) | |
| (2,985) | |
| Third-party lease liability assumption payments | |
| — | |
| — | |
| (25) | |
| — | |
| — | |
| Share-based compensation expense | |
| 8,084 | |
| 5,714 | |
| 10,171 | |
| 10,493 | |
| 9,663 | |
| Amortization of debt issuance costs | |
| 1,162 | |
| 1,122 | |
| 1,135 | |
| 1,176 | |
| 1,142 | |
| Unconsolidated real estate ventures allocated share of above adjustments | |
| 2,315 | |
| (2,618) | |
| (289) | |
| (648) | |
| (1,332) | |
| Non-real estate depreciation and amortization | |
| 546 | |
| 740 | |
| 760 | |
| 1,068 | |
| 795 | |
| FAD available to OP Units (A) | | $ | 27,858 | | $ | 37,217 | | $ | 39,099 | | $ | 44,162 | | $ | 30,453 | |
| Distributions to common shareholders and unitholders (B) | | $ | 29,625 | | $ | 29,833 | | $ | 31,768 | | $ | 32,603 | | $ | 33,137 | |
| FAD Payout Ratio (B÷A) (5) | | | 106.3 | % |
| 80.2 | % |
| 81.3 | % |
| 73.8 | % |
| 108.8 | % |
| | | | | | | | | | | | | | | | | |
| Capital Expenditures | |
|
| |
|
| |
|
| |
|
| |
|
| |
| Maintenance and recurring capital expenditures | | $ | 6,282 | | $ | 4,944 | | $ | 6,091 | | $ | 4,820 | | $ | 8,121 | |
| Share of maintenance and recurring capital expenditures from unconsolidated real estate ventures | |
| 72 | |
| 84 | |
| 312 | |
| 82 | |
| 168 | |
| Second-generation tenant improvements and leasing commissions | |
| 10,276 | |
| 5,038 | |
| 6,713 | |
| 8,594 | |
| 12,815 | |
| Share of Second-generation tenant improvements and leasing commissions from unconsolidated real estate ventures | |
| 150 | |
| 28 | |
| 184 | |
| 206 | |
| 669 | |
| Recurring capital expenditures and Second-generation tenant improvements and leasing commissions | |
| 16,780 | |
| 10,094 | |
| 13,300 | |
| 13,702 | |
| 21,773 | |
| Non-recurring capital expenditures | |
| 11,822 | |
| 13,832 | |
| 13,552 | |
| 12,810 | |
| 15,008 | |
| Share of non-recurring capital expenditures from unconsolidated real estate ventures | |
| 5 | |
| 9 | |
| 37 | |
| 12 | |
| 145 | |
| First-generation tenant improvements and leasing commissions | |
| 5,075 | |
| 13,627 | |
| 4,197 | |
| 4,450 | |
| 6,229 | |
| Share of First-generation tenant improvements and leasing commissions from unconsolidated real estate ventures | |
| 229 | |
| 321 | |
| 244 | |
| 473 | |
| 987 | |
| Non-recurring capital expenditures | |
| 17,131 | |
| 27,789 | |
| 18,030 | |
| 17,745 | |
| 22,369 | |
| Total JBG SMITH Share of Capital Expenditures | | $ | 33,911 | | $ | 37,883 | | $ | 31,330 | | $ | 31,447 | | $ | 44,142 | |
| (1) | Related to decreases in the value of the underlying real estate assets. |
| (2) | See page 54 for the components of Transaction and Other Costs. |
| (3) | Includes amounts, at JBG SMITH share, related to unconsolidated real estate ventures. |
| (4) | Includes straight-line rent, above/below market lease amortization and lease incentive amortization. |
| (5) | The 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. |
APPENDIX - NOI RECONCILIATIONS (NON-GAAP) | DECEMBER 31, 2022 |
Appendix – NOI Reconciliations
| in thousands |
| Three Months Ended |
| |||||||||||||
| |
| Q4 2022 |
| Q3 2022 |
| Q2 2022 |
| Q1 2022 |
| Q4 2021 |
| |||||
| Net income (loss) attributable to common shareholders | | $ | (18,579) | | $ | (19,293) | | $ | 123,275 | | $ | (32) | | $ | (56,446) | |
| Add: | |
|
| |
|
| |
|
| |
|
| |
|
| |
| Depreciation and amortization expense | |
| 56,174 | |
| 50,056 | |
| 49,479 | |
| 58,062 | |
| 58,173 | |
| General and administrative expense: | |
|
| |
|
| |
|
| |
|
| |
|
| |
| Corporate and other | |
| 15,611 | |
| 12,072 | |
| 14,782 | |
| 15,815 | |
| 15,344 | |
| Third-party real estate services | |
| 22,107 | |
| 21,230 | |
| 24,143 | |
| 27,049 | |
| 27,124 | |
| Share-based compensation related to Formation Transaction and special equity awards | |
| 1,022 | |
| 548 | |
| 1,577 | |
| 2,244 | |
| 3,459 | |
| Transaction and Other Costs | |
| 879 | |
| 1,746 | |
| 1,987 | |
| 899 | |
| 1,518 | |
| Interest expense | |
| 25,679 | |
| 17,932 | |
| 16,041 | |
| 16,278 | |
| 17,649 | |
| Loss on the extinguishment of debt | |
| — | |
| 1,444 | |
| 1,038 | |
| 591 | |
| — | |
| Impairment loss | | | — | | | — | | | — | | | — | | | 25,144 | |
| Income tax expense (benefit) | |
| (1,336) | |
| 166 | |
| 2,905 | |
| (471) | |
| (986) | |
| Net income (loss) attributable to redeemable noncontrolling interests | |
| (2,468) | |
| (2,546) | |
| 18,248 | |
| 10 | |
| (6,256) | |
| Net income (loss) attributable to noncontrolling interests | | | 197 | | | 258 | | | (29) | | | (55) | | | (632) | |
| Less: | |
|
| |
|
| |
|
| |
|
| |
|
| |
| Third-party real estate services, including reimbursements revenue | |
| 21,050 | |
| 21,845 | |
| 22,157 | |
| 23,970 | |
| 23,309 | |
| Other income | |
| 1,663 | |
| 1,764 | |
| 1,798 | |
| 2,196 | |
| 2,013 | |
| Income (loss) from unconsolidated real estate ventures, net | |
| (4,600) | |
| (13,867) | |
| (2,107) | |
| 3,145 | |
| (25,583) | |
| Interest and other income, net | |
| 1,715 | |
| 984 | |
| 1,672 | |
| 14,246 | |
| 8,672 | |
| Gain (loss) on the sale of real estate | |
| 3,263 | |
| — | |
| 158,767 | |
| (136) | |
| — | |
| Consolidated NOI | |
| 76,195 | |
| 72,887 | |
| 71,159 | |
| 76,969 | |
| 75,680 | |
| NOI attributable to unconsolidated real estate ventures at our share | |
| 4,483 | |
| 7,107 | |
| 8,321 | |
| 6,967 | |
| 6,289 | |
| Non-cash rent adjustments (1) | |
| (7,655) | |
| (6,018) | |
| (1,978) | |
| (1,791) | |
| (2,985) | |
| Other adjustments (2) | |
| 7,069 | |
| 6,230 | |
| 5,695 | |
| 8,760 | |
| 6,107 | |
| Total adjustments | |
| 3,897 | |
| 7,319 | |
| 12,038 | |
| 13,936 | |
| 9,411 | |
| NOI | | $ | 80,092 | | $ | 80,206 | | $ | 83,197 | | $ | 90,905 | | $ | 85,091 | |
| Less: out-of-service NOI loss (3) | |
| (805) | |
| (548) | | | (2,046) | | | (1,448) | | | (1,745) | |
| Operating portfolio NOI | | $ | 80,897 | | $ | 80,754 | | $ | 85,243 | | $ | 92,353 | | $ | 86,836 | |
| (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 assets in the Development Pipeline. |

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