CHEVY CHASE, Md.--(BUSINESS WIRE)--
JBG SMITH (NYSE: JBGS), a leading owner and developer of high-quality,
mixed-use properties in the Washington, DC market, today filed its Form
10-Q for the quarter ended September 30, 2018 and reported its financial
results.
Additional information regarding our results of operations, properties
and tenants can be found in our Third Quarter 2018 Investor Package,
which is posted in the Investor Relations section of our website at www.jbgsmith.com.
Third Quarter 2018 Financial Results
-
Net income attributable to common shareholders was $22.8 million, or
$0.19 per diluted share.
-
Funds From Operations (“FFO”) attributable to common shareholders was
$42.6 million, or $0.36 per diluted share.
-
Core Funds From Operations (“Core FFO”) attributable to common
shareholders was $51.3 million, or $0.43 per diluted share.
Nine Months Ended September 30, 2018 Financial
Results
-
Net income attributable to common shareholders was $39.2 million, or
$0.33 per diluted share.
-
FFO attributable to common shareholders was $120.0 million, or $1.01
per diluted share.
-
Core FFO attributable to common shareholders was $156.5 million, or
$1.32 per diluted share.
Operating Portfolio Highlights
-
Annualized Net Operating Income (“NOI”) for the three months ended
September 30, 2018 was $364.9 million, compared to $378.5 million for
the three months ended June 30, 2018, at our share.
-
The operating office portfolio was 87.1% leased and 85.4% occupied as
of September 30, 2018, compared to 87.4% and 86.0% as of June 30,
2018, at our share.
-
The operating multifamily portfolio was 96.1% leased and 94.3%
occupied as of September 30, 2018, compared to 95.9% and 92.6% as of
June 30, 2018, at our share.
-
The operating other portfolio (excluding the Crystal City Marriott)
was 98.8% leased and 98.6% occupied as of September 30, 2018, compared
to 93.4% leased and 91.1% occupied as of June 30, 2018, at our share.
-
Executed approximately 378,000 square feet of office leases at our
share in the third quarter, comprising approximately 60,000 square
feet of new leases, and approximately 318,000 square feet of second
generation leases, which generated a 2.6% rental rate decrease on a
GAAP basis and a 5.6% rental rate decrease on a cash basis.
-
Executed approximately 1.0 million square feet of office leases at our
share during the nine months ended September 30, 2018, comprising
approximately 277,000 square feet of new leases, and approximately
742,000 square feet of second generation leases, which generated a
0.3% rental rate increase on a GAAP basis and a 6.4% rental rate
decrease on a cash basis.
-
Same Store Net Operating Income (“SSNOI”) decreased 0.7% to $70.0
million for the three months ended September 30, 2018, compared to
$70.5 million for the three months ended September 30, 2017. SSNOI
increased 4.6% to $203.1 million for the nine months ended
September 30, 2018, compared to $194.2 million for the nine months
ended September 30, 2017. The decrease in SSNOI for the three months
ended September 30, 2018 is largely attributable to the conversion of
unused tenant incentive allowances to free rent, rental abatement and
anticipated tenant move-outs. The increase in SSNOI for the nine
months ended September 30, 2018, is mainly driven by the burn off of
rent abatements, partially offset by rent abatements given to tenants
in 2018. The reported same store pool as of September 30, 2018
includes only the assets that were in service for the entirety of both
periods being compared and does not include the JBG Assets acquired in
our Formation Transaction. The JBG Assets will be included in reported
SSNOI in the fourth quarter of 2018. Including the JBG Assets, SSNOI
would have increased 0.7% and 4.9% for the three and nine months ended
September 30, 2018.
Development Portfolio Highlights
Under Construction
-
During the quarter ended September 30, 2018, there were seven assets
under construction (three office assets and four multifamily assets),
consisting of 546,133 square feet and 1,284 units, both at our share.
Near-Term Development
-
As of September 30, 2018, there were no assets in near-term
development.
Future Development Pipeline
-
As of September 30, 2018, there were 43 future development assets
consisting of 19.0 million square feet of estimated potential density
at our share.
Third-Party Asset Management and Real Estate
Services Business
-
For the three months ended September 30, 2018, revenue from
third-party real estate services, including reimbursements, was $23.8
million. Excluding reimbursements and service revenue from our
interests in consolidated and unconsolidated real estate ventures,
revenue from our third-party asset management and real estate services
business was $14.3 million, of which $5.9 million came from property
management fees, $3.6 million came from asset management fees, $1.5
million came from leasing fees, $2.3 million came from development
fees, $0.6 million came from construction management fees and $0.4
million came from other service revenue.
-
The general and administrative expenses allocated to the third-party
asset management and real estate services business were $10.1 million
for the three months ended September 30, 2018.
Balance Sheet
-
We had $2.1 billion of debt ($2.6 billion including our share of debt
of unconsolidated real estate ventures) as of September 30, 2018. Of
the $2.6 billion of debt at our share, approximately 75% was
fixed-rate, and rate caps were in place for approximately 6%.
-
The weighted average interest rate of our debt at share was 4.20% as
of September 30, 2018.
-
At September 30, 2018, our total enterprise value was approximately
$7.3 billion, comprising 137.7 million common shares and units valued
at $5.1 billion and debt (net of premium / (discount) and deferred
financing costs)at our share of $2.5 billion, less cash and
cash equivalents of $284.0 million.
-
As of September 30, 2018, we had $253.1 million of cash and cash
equivalents on a GAAP basis and $284.0 million of cash and cash
equivalents at our share, and $1.1 billion of capacity under our
credit facility.
-
Net Debt / Adjusted EBITDA at our share for the three and nine months
ended September 30, 2018 was 6.7x and 6.6x and our Net Debt / Total
Enterprise Value was 30.8% as of September 30, 2018.
Financing and Investing Activities
-
Drew $200.0 million under the Tranche A-2 Term Loan, in accordance
with the delayed draw provisions of the credit facility. We also
repaid all outstanding revolving credit facility balances.
-
Repaid an aggregate of $88.6 million of mortgage debt comprising the
$78.0 million loan on 7200 Wisconsin Avenue and a $10.6 million
partial repayment on RTC - West in exchange for modified loan terms.
- Sold Executive Tower, an office building located in Washington, DC,
for $121.4 million.
-
Sold our 5.0% interest in the real estate venture that owned the
Investment Building, an office building located in Washington, DC, for
$24.6 million.
-
Filed a universal shelf registration statement, which provides us with
the ability to efficiently access the public equity markets.
-
In July 2018, the buyer’s deposit related to the contract to sell
Commerce Executive for $115.0 million became non-refundable. The sale
is expected to close in early 2019.
Subsequent to September 30, 2018:
-
Sold 1233 20th Street, an office building located in Washington, DC,
for $65.0 million. In connection with the sale, we repaid the related
$41.9 million mortgage loan.
-
Sold the out-of-service portion of Falkland Chase - North, a
multifamily building located in Downtown Silver Spring, Maryland, for
$3.8 million.
-
Including these sales and firm contracts, our aggregate disposition
and recapitalization activity is $668 million for 2018, assuming those
assets subject to firm contracts close.
Dividends
In May 2018 and August 2018, we paid dividends totaling $0.45 per common
share. In November 2018, our Board of Trustees declared a dividend of
$0.225 per common share, an indicated annual dividend of $0.90 per
common share. The dividend is payable on November 26, 2018 to common
shareholders of record as of November 13, 2018.
About JBG SMITH
JBG SMITH is an S&P 400 company that owns, operates, invests in and
develops assets concentrated in leading urban infill submarkets in and
around Washington, DC. Our mixed-use operating portfolio comprises
approximately 19 million square feet of high-quality office, multifamily
and retail assets, 98% at our share of which are Metro-served. With a
focus on placemaking, we drive synergies across the portfolio and create
amenity-rich, walkable neighborhoods. JBG SMITH’s future development
pipeline includes 19.0 million square feet of potential development
density at our share. For additional 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 of JBG SMITH Properties
(“JBG SMITH” or the “Company”) 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”, “believes”,
“expects”, “anticipates”, “estimates”, “intends”, “plans”, “would”,
“may” or similar expressions in this earnings release. We also note the
following forward-looking statements: our anticipated dispositions, our
indicated annual dividend per share and dividend yield, annualized net
operating income; in the case of our construction and near-term
development assets, estimated square feet, estimated number of units and
in the case of our future development assets, estimated potential
development density. 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” and the Cautionary Statement Concerning Forward-Looking
Statements in the Company's Annual Report on Form 10-K for the year
ended December 31, 2017 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 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.
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
Management uses EBITDA and EBITDAre, non-GAAP financial measures, as
supplemental operating performance measures and believes they 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
consolidated outstanding debt and the impact of our interest rate swaps)
and certain non-cash expenses (primarily depreciation and amortization
on our assets). EBITDAre is computed in accordance with the definition
established by the National Association of Real Estate Investment Trusts
(“NAREIT”). NAREIT defines EBITDAre as GAAP net income (loss) adjusted
to exclude interest expense, income taxes, depreciation and amortization
expenses, gains on sales of depreciated real estate and impairment
losses of depreciable real estate, 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,” a non-GAAP financial measure, represents EBITDAre
adjusted for items we believe are not representative of ongoing
operating results, such as non-recurring transaction and other costs,
gain (loss) on the extinguishment of debt, gain on sale of non-operating
real estate, distributions in excess of our net investment in
consolidated real estate ventures, gain on the bargain purchase of a
business and share-based compensation expense related to the Formation
Transaction. We believe that adjusting such items not considered part of
our comparable operations, provides a meaningful measure to evaluate and
compare our performance from period-to-period.
Because EBITDA, EBITDAre and Adjusted EBITDA have limitations as
analytical tools, we use EBITDA, EBITDAre and Adjusted EBITDA to
supplement GAAP financial measures. Additionally, we believe that users
of these measures should consider EBITDA, EBITDAre and Adjusted EBITDA
in conjunction with net income (loss) and other GAAP measures in
understanding our operating results.
Funds from Operations ("FFO"), Core FFO and Funds Available for
Distribution (“FAD")
FFO is a non-GAAP financial measure computed in accordance with the
definition established by NAREIT. NAREIT defines FFO as “net income
(computed in accordance with GAAP), excluding gains (or losses) from
sales of, or impairment charges related to, depreciable operating
properties, plus depreciation and amortization, and after adjustments
for unconsolidated partnerships and joint ventures.”
"Core FFO" represents FFO adjusted to exclude items (net of tax) which
we believe are not representative of ongoing operating results, such as
transaction and other costs, gains (or losses) on extinguishment of
debt, gain on the bargain purchase of a business, gain on sale of
non-operating real estate, distributions in excess of our net investment
in consolidated real estate ventures, share-based compensation expense
related to the Formation Transaction, amortization of the management
contracts intangible and the mark-to-market of interest rate swaps.
"FAD" is a non-GAAP financial measure and represents FFO less recurring
tenant improvements, leasing commissions and other capital expenditures,
net deferred rent activity, third-party lease liability assumption
payments, recurring share-based compensation expense, accretion of
acquired below-market leases, net of amortization of acquired
above-market leases, amortization of debt issuance costs and other
non-cash income and charges. FAD is presented solely as a supplemental
disclosure that management believes provides useful information as it
relates to our ability to fund dividends.
We believe FFO, Core FFO and FAD are meaningful non-GAAP financial
measures useful in comparing our levered operating performance from
period-to-period and as compared to similar real estate companies
because these non-GAAP measures exclude real estate depreciation and
amortization expense and other non-comparable income and expenses, which
implicitly assumes that the value of real estate diminishes predictably
over time rather than fluctuating based on market conditions. FFO, Core
FFO and FAD do not represent cash generated from operating activities
and are not necessarily indicative of cash available to fund cash
requirements and should not be considered as an alternative to net
income (loss) (computed in accordance with GAAP) as a performance
measure or cash flow as a liquidity measure. FFO, Core FFO and FAD may
not be comparable to similarly titled measures used by other companies.
Net Operating Income ("NOI") and Annualized NOI
“NOI” is a non-GAAP financial measure management uses to measure the
operating performance of our assets and consists of property-related
revenue (which includes base rent, tenant reimbursements and other
operating revenue, net of free rent and payments associated with assumed
lease liabilities) less operating expenses and ground rent, if
applicable. NOI also excludes deferred rent, related party management
fees, interest expense, and certain other non-cash adjustments,
including the accretion of acquired below-market leases and amortization
of acquired above-market leases and below-market ground lease
intangibles. Annualized NOI, for all assets except Crystal City
Marriott, represents NOI for the three months ended September 30, 2018
multiplied by four. Due to seasonality in the hospitality business,
annualized NOI for Crystal City Marriott represents the trailing
twelve-month NOI as of September 30, 2018. Management believes
Annualized NOI provides useful information in understanding JBG SMITH’s
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 JBG SMITH’s actual results of operations over any 12-month
period.
Management uses each of these measures as supplemental performance
measures for its assets and believes they provide useful information to
investors because they reflect only those revenue and expense items that
are incurred at the asset level, excluding non-cash items. In addition,
NOI is considered by many in the real estate industry to be a useful
starting point for determining the value of a real estate asset or group
of assets.
However, because NOI excludes depreciation and amortization and captures
neither the changes in the value of our assets that result from use or
market conditions, nor the level of capital expenditures and capitalized
leasing commissions necessary to maintain the operating performance of
our assets, all of which have real economic effect and could materially
impact the financial performance of our assets, the utility of this
measure of the operating performance of our assets is limited. Moreover,
our method of calculating NOI may differ from other real estate
companies and, accordingly, may not be comparable. NOI should be
considered only as a supplement to net operating income (loss) (computed
in accordance with GAAP) as a measure of the operating performance of
our assets.
Same Store and Non-Same Store
“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. No JBG Assets are included in the
same store pool.
“Non-same store” refers to all operating assets excluded from the same
store pool.
Definitions
GAAP
"GAAP" refers to accounting principles generally accepted in the United
States of America.
Formation Transaction
"Formation Transaction" refers collectively to the spin-off on July 17,
2017 of substantially all of the assets and liabilities of Vornado’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.
JBG Assets
"JBG Assets" refers to the management business and certain assets and
liabilities of The JBG Companies acquired on July 18, 2017 by JBG SMITH.
|
|
| CONDENSED CONSOLIDATED BALANCE SHEETS |
| (Unaudited) |
|
| |
| |
| in thousands | | September 30, 2018 | | December 31, 2017 |
|
|
|
|
|
|
| ASSETS |
|
|
|
Real estate, at cost:
| | | | |
|
Land and improvements
| |
$
|
1,366,154
| | |
$
|
1,368,294
| |
|
Buildings and improvements
| |
3,678,335
| | |
3,670,268
| |
|
Construction in progress, including land
| |
649,056
|
| |
978,942
|
|
| |
5,693,545
| | |
6,017,504
| |
|
Less accumulated depreciation
| |
(1,020,596
|
)
| |
(1,011,330
|
)
|
|
Real estate, net
| |
4,672,949
| | |
5,006,174
| |
|
Cash and cash equivalents
| |
253,148
| | |
316,676
| |
|
Restricted cash
| |
127,061
| | |
21,881
| |
|
Tenant and other receivables, net
| |
40,409
| | |
46,734
| |
|
Deferred rent receivable, net
| |
137,200
| | |
146,315
| |
|
Investments in and advances to unconsolidated real estate ventures
| |
361,014
| | |
261,811
| |
|
Other assets, net
| |
281,958
| | |
263,923
| |
|
Assets held for sale
|
|
137,455
|
|
|
8,293
|
|
| TOTAL ASSETS |
| $ | 6,011,194 |
|
| $ | 6,071,807 |
|
|
|
|
|
|
|
| LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY |
|
|
|
|
|
Liabilities:
| | | | |
|
Mortgages payable, net
| |
$
|
1,769,938
| | |
$
|
2,025,692
| |
|
Revolving credit facility
| |
—
| | |
115,751
| |
|
Unsecured term loans, net
| |
296,981
| | |
46,537
| |
|
Accounts payable and accrued expenses
| |
147,211
| | |
138,607
| |
|
Other liabilities, net
| |
119,552
| | |
161,277
| |
|
Liabilities related to assets held for sale
| |
45,657
|
| |
—
|
|
|
Total liabilities
| |
2,379,339
|
| |
2,487,864
|
|
|
Commitments and contingencies
| | | | |
|
Redeemable noncontrolling interests
| |
562,318
| | |
609,129
| |
|
Total equity
|
|
3,069,537
|
|
|
2,974,814
|
|
| TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY |
| $ | 6,011,194 |
|
| $ | 6,071,807 |
|
|
_______________
|
|
|
|
Note: For complete financial statements, please refer to the
Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2018.
|
|
|
|
|
| CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS |
| (Unaudited) |
|
| |
| |
| in thousands, except per share data | | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | 2018 |
| 2017 | | 2018 |
| 2017 |
|
REVENUE
| | | | | | | | |
|
Property rentals
| |
$
|
123,203
| | |
$
|
116,458
| | |
$
|
375,094
| | |
$
|
316,899
| |
|
Tenant reimbursements
| |
9,744
| | |
9,593
| | |
28,651
| | |
27,161
| |
|
Third-party real estate services, including reimbursements
| |
23,788
| | |
25,141
| | |
72,278
| | |
38,881
| |
|
Other income
| |
1,708
|
| |
1,158
|
| |
4,904
|
| |
3,701
|
|
|
Total revenue
| |
158,443
|
| |
152,350
|
| |
480,927
|
| |
386,642
|
|
|
EXPENSES
| | | | | | | | |
|
Depreciation and amortization
| |
46,603
| | |
43,951
| | |
143,880
| | |
109,726
| |
|
Property operating
| |
34,167
| | |
29,634
| | |
95,462
| | |
77,341
| |
|
Real estate taxes
| |
16,905
| | |
17,194
| | |
54,024
| | |
47,978
| |
|
General and administrative:
| | | | | | | | |
|
Corporate and other
| |
12,415
| | |
10,593
| | |
37,759
| | |
35,536
| |
|
Third-party real estate services
| |
20,754
| | |
21,178
| | |
64,552
| | |
30,362
| |
|
Share-based compensation related to Formation Transaction
| |
8,387
| | |
14,445
| | |
26,912
| | |
14,445
| |
|
Transaction and other costs
| |
4,126
|
| |
104,095
|
| |
12,134
|
| |
115,173
|
|
|
Total operating expenses
| |
143,357
|
| |
241,090
|
| |
434,723
|
| |
430,561
|
|
|
OPERATING INCOME (LOSS)
| |
15,086
| | |
(88,740
|
)
| |
46,204
| | |
(43,919
|
)
|
|
Income (loss) from unconsolidated real estate ventures, net
| |
13,484
| | |
(1,679
|
)
| |
15,418
| | |
(1,365
|
)
|
|
Interest and other income (loss), net
| |
4,091
| | |
(379
|
)
| |
5,177
| | |
1,366
| |
|
Interest expense
| |
(18,979
|
)
| |
(15,309
|
)
| |
(56,263
|
)
| |
(43,813
|
)
|
|
Gain on sale of real estate
| |
11,938
| | |
—
| | |
45,789
| | |
—
| |
|
Loss on extinguishment of debt
| |
(79
|
)
| |
(689
|
)
| |
(4,536
|
)
| |
(689
|
)
|
|
Gain (reduction of gain) on bargain purchase
| |
—
|
| |
27,771
|
| |
(7,606
|
)
| |
27,771
|
|
|
INCOME (LOSS) BEFORE INCOME TAX BENEFIT
| |
25,541
| | |
(79,025
|
)
| |
44,183
| | |
(60,649
|
)
|
|
Income tax benefit
| |
841
|
| |
1,034
|
| |
1,436
|
| |
317
|
|
|
NET INCOME (LOSS)
| |
26,382
| | |
(77,991
|
)
| |
45,619
| | |
(60,332
|
)
|
Net (income) loss attributable to redeemable noncontrolling
interests
| |
(3,552
|
)
| |
8,160
| | |
(6,532
|
)
| |
2,481
| |
|
Net loss attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
127
|
|
|
—
|
|
| NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS |
| $ | 22,830 |
|
| $ | (69,831 | ) |
| $ | 39,214 |
|
| $ | (57,851 | ) |
|
EARNINGS (LOSS) PER COMMON SHARE:
| | | | | | | | |
|
Basic
| |
$
|
0.19
| | |
$
|
(0.61
|
)
| |
$
|
0.33
| | |
$
|
(0.55
|
)
|
|
Diluted
| |
$
|
0.19
| | |
$
|
(0.61
|
)
| |
$
|
0.33
| | |
$
|
(0.55
|
)
|
|
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING :
| | | | | | | | |
|
Basic
| |
119,835
| | |
114,744
| | |
118,588
| | |
105,347
| |
|
Diluted
| |
119,835
| | |
114,744
| | |
118,588
| | |
105,347
| |
|
___________________
|
|
|
|
Note: For complete financial statements, please refer to the
Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2018.
|
|
|
|
|
| EBITDA, EBITDAre AND ADJUSTED EBITDA (NON-GAAP) |
| (Unaudited) |
| | |
| |
| | Three Months Ended September 30, 2018 | | Nine Months Ended September 30, 2018 |
|
|
|
|
|
|
| EBITDA, EBITDAre and Adjusted EBITDA |
|
|
|
|
|
Net income
| |
$
|
26,382
| | |
$
|
45,619
| |
|
Depreciation and amortization expense
| |
46,603
| | |
143,880
| |
|
Interest expense (1) | |
18,979
| | |
56,263
| |
|
Income tax benefit (expense)
| |
(841
|
)
| |
(1,436
|
)
|
|
Unconsolidated real estate ventures allocated share of above
adjustments
| |
10,986
| | |
31,763
| |
|
Allocated share of above adjustments to noncontrolling interests in
consolidated real estate ventures
|
|
—
|
|
|
129
|
|
| EBITDA |
| $ | 102,109 |
|
| $ | 276,218 |
|
|
Gain on sale of interest in unconsolidated real estate venture
| |
(15,488
|
)
| |
(15,488
|
)
|
|
Gain on sale of operating real estate
|
|
(11,938
|
)
|
|
(45,334
|
)
|
| EBITDAre |
| $ | 74,683 |
|
| $ | 215,396 |
|
|
Gain on sale of non-operating real estate
| |
—
| | |
(455
|
)
|
|
Transaction and other costs (2) | |
4,126
| | |
12,134
| |
|
Loss on extinguishment of debt
| |
79
| | |
4,536
| |
|
Reduction of gain on bargain purchase
| |
—
| | |
7,606
| |
|
Share-based compensation related to Formation Transaction
| |
8,387
| | |
26,912
| |
|
Distributions in excess of our net investment in unconsolidated real
estate venture (3) | |
(890
|
)
| |
(6,302
|
)
|
|
Unconsolidated real estate ventures allocated share of above
adjustments
| |
—
| | |
30
| |
|
Lease liability adjustments
| |
(2,543
|
)
| |
(2,543
|
)
|
|
Allocated share of above adjustments to noncontrolling interests in
consolidated real estate ventures
|
|
—
|
|
|
(124
|
)
|
| Adjusted EBITDA |
| $ | 83,842 |
|
| $ | 257,190 |
|
|
|
|
|
|
|
| Net Debt to Adjusted EBITDA (4) |
| 6.7x |
| 6.6x |
| | | |
|
| | September 30, 2018 | | |
| Net Debt (at JBG SMITH Share) | | | | |
|
Consolidated indebtedness (5) (6) | |
$
|
2,103,589
| | | |
|
Unconsolidated indebtedness (5) | |
442,669
|
| | |
|
Total consolidated and unconsolidated indebtedness
|
2,546,258
| | | |
|
Less: cash and cash equivalents
| |
284,012
|
| | |
| Net Debt (at JBG SMITH Share) | | $ | 2,262,246 |
| | |
|
____________________
|
|
| |
|
(1)
| |
Interest expense includes the amortization of deferred financing
costs and the marking-to-market of interest rate swaps and caps, net
of capitalized interest.
|
|
(2)
| |
Includes amounts incurred for transition services provided by our
former parent, integration costs, severance costs, costs incurred in
connection with recapitalization transactions and disposition and
dead deal costs.
|
|
(3)
| |
Related to our investment in the real estate venture that owns 1101
17th Street. In June 2018, the mortgage loan payable that was
collateralized by 1101 17th Street was refinanced eliminating the
principal guaranty provisions that had been included in the prior
loan. Distributions and our share of the cumulative earnings of the
venture exceeded our investment in the venture by $5.4 million,
which resulted in a negative investment balance. After the
elimination of the principal guaranty provisions in the prior
mortgage loan, we recognized the $5.4 million negative investment
balance as income within “Income from unconsolidated real estate
ventures, net” in our statements of operations for the nine months
ended September 30, 2018. We have also suspended the equity method
of accounting for this venture and recognized as income in the three
and nine months ended September 30, 2018, $890,000 related to cash
distributions.
|
|
(4)
| |
Adjusted EBITDA for the three months ended September 30, 2018 is
annualized by multiplying by four. Adjusted EBITDA for the nine
months ended September 30, 2018 is annualized by multiplying by 1.33.
|
|
(5)
| |
Net of premium/discount and deferred financing costs.
|
|
(6)
| |
Includes mortgage loan related to assets held for sale.
|
|
|
| FFO, CORE FFO AND FAD (NON-GAAP) |
| (Unaudited) |
|
| |
| |
| in thousands, except per share data | | Three Months Ended September 30, 2018 |
| Nine Months Ended September 30, 2018 |
|
|
|
|
|
|
| FFO and Core FFO |
|
|
|
|
|
Net income attributable to common shareholders
| |
$
|
22,830
| | |
$
|
39,214
| |
|
Net income attributable to redeemable noncontrolling interests
| |
3,552
| | |
6,532
| |
|
Net loss attributable to noncontrolling interests
| |
—
|
| |
(127
|
)
|
|
Net income
| |
26,382
| | |
45,619
| |
|
Gain on sale of interest in unconsolidated real estate venture
| |
(15,488
|
)
| |
(15,488
|
)
|
|
Gain on sale of operating real estate
| |
(11,938
|
)
| |
(45,334
|
)
|
|
Real estate depreciation and amortization
| |
43,945
| | |
136,171
| |
|
Pro rata share of real estate depreciation and amortization from
unconsolidated real estate ventures
| |
6,345
| | |
18,960
| |
|
Net loss attributable to consolidated real estate ventures
|
|
—
|
|
|
129
|
|
| FFO Attributable to Operating Partnership Common Units |
| $ | 49,246 |
|
| $ | 140,057 |
|
|
FFO attributable to redeemable noncontrolling interests
| |
(6,631
|
)
| |
(20,057
|
)
|
|
FFO attributable to common shareholders
| |
$
|
42,615
|
| |
$
|
120,000
|
|
| | | |
|
|
FFO attributable to the operating partnership common units
| |
$
|
49,246
| | |
$
|
140,057
| |
|
Gain on sale of non-operating real estate
| |
—
| | |
(455
|
)
|
|
Transaction and other costs, net of tax (1) | |
3,586
| | |
11,116
| |
|
Mark-to-market on derivative instruments
| |
152
| | |
(1,399
|
)
|
|
Share of gain from mark-to-market on derivative instruments held by
unconsolidated real estate ventures
| |
(49
|
)
| |
(481
|
)
|
|
Loss on extinguishment of debt, net of noncontrolling interests
| |
79
| | |
4,412
| |
|
Distributions in excess of our net investment in unconsolidated real
estate venture (2) | |
(890
|
)
| |
(6,302
|
)
|
|
Reduction of gain on bargain purchase
| |
—
| | |
7,606
| |
|
Share-based compensation related to Formation Transaction
| |
8,387
| | |
26,912
| |
|
Lease liability adjustments
| |
(2,543
|
)
| |
(2,543
|
)
|
|
Amortization of management contracts intangible, net of tax
|
|
1,288
|
|
|
3,861
|
|
| Core FFO Attributable to Operating Partnership Common Units |
| $ | 59,256 |
|
| $ | 182,784 |
|
|
Core FFO attributable to redeemable noncontrolling interests
| |
(7,978
|
)
| |
(26,244
|
)
|
|
Core FFO attributable to common shareholders
| |
$
|
51,278
|
| |
$
|
156,540
|
|
|
FFO per diluted common share
| |
$
|
0.36
| | |
$
|
1.01
| |
|
Core FFO per diluted common share
| |
$
|
0.43
| | |
$
|
1.32
| |
|
Weighted average diluted shares
| |
119,835
| | |
118,588
| |
| | | | | |
|
| | | | | |
|
See footnotes on following page.
| | | | | | |
| | | | | |
|
|
|
| FFO, CORE FFO AND FAD (NON-GAAP) |
| (Unaudited) |
|
| |
| |
| in thousands, except per share data | | Three Months Ended September 30, 2018 |
| Nine Months Ended September 30, 2018 |
|
|
|
|
|
|
| FAD |
|
|
|
|
|
Core FFO attributable to the operating partnership common units
| |
$
|
59,256
| | |
$
|
182,784
| |
|
Recurring capital expenditures and second generation tenant
improvements and leasing commissions
| | |
(19,123
|
)
| | |
(36,277
|
)
|
|
Straight-line and other rent adjustments (3) | | |
(1,368
|
)
| | |
(3,659
|
)
|
|
Share of straight-line rent from unconsolidated real estate ventures
| | |
180
| | | |
528
| |
|
Third-party lease liability assumption payments
| | |
(912
|
)
| | |
(2,003
|
)
|
|
Share of third party lease liability assumption payments for
unconsolidated real estate ventures
| | |
—
| | | |
(50
|
)
|
|
Share-based compensation expense
| | |
4,879
| | | |
15,096
| |
|
Amortization of debt issuance costs
| | |
1,155
| | | |
3,520
| |
|
Share of amortization of debt issuance costs from unconsolidated
real estate ventures
| | |
66
| | | |
201
| |
|
Non-real estate depreciation and amortization
|
|
|
886
|
|
|
|
2,393
|
|
| FAD available to the Operating Partnership Common Units (A) |
| $ | 45,019 |
|
| $ | 162,533 |
|
|
Distributions to common shareholders and unitholders (4)
(B)
| |
$
|
31,196
| | |
$
|
93,816
| |
|
FAD Payout Ratio (B÷A) (5) | | |
69.3
|
%
| | |
57.7
|
%
|
| | | |
|
|
|
|
|
|
|
| Capital Expenditures |
|
|
|
|
|
Maintenance and recurring capital expenditures
| |
$
|
7,113
| | |
$
|
13,785
| |
|
Share of maintenance and recurring capital expenditures from
unconsolidated real estate ventures
| | |
444
| | | |
1,843
| |
|
Second generation tenant improvements and leasing commissions
| | |
10,603
| | | |
18,769
| |
|
Share of second generation tenant improvements and leasing
commissions from unconsolidated real estate ventures
| |
|
963
|
| |
|
1,880
|
|
|
Recurring capital expenditures and second generation tenant
improvements and leasing commissions
| |
|
19,123
|
| |
|
36,277
|
|
|
First generation tenant improvements and leasing commissions
| | |
4,443
| | | |
15,304
| |
|
Share of first generation tenant improvements and leasing
commissions from unconsolidated real estate ventures
| | |
169
| | | |
2,555
| |
|
Non-recurring capital expenditures
| | |
2,895
| | | |
10,026
| |
|
Share of non-recurring capital expenditures from unconsolidated
joint ventures
| |
|
300
|
| |
|
1,062
|
|
|
Non-recurring capital expenditures
|
|
|
7,807
|
|
|
|
28,947
|
|
| Total JBG SMITH Share of Capital Expenditures |
| $ | 26,930 |
|
| $ | 65,224 |
|
|
_______________
|
|
|
|
(1)
|
|
Includes amounts incurred for transition services provided by our
former parent, integration costs, severance costs, costs incurred in
connection with recapitalization transactions and disposition and
dead deal costs
|
|
(2)
| |
Related to our investment in the real estate venture that owns 1101
17th Street. In June 2018, the mortgage loan payable that was
collateralized by 1101 17th Street was refinanced eliminating the
principal guaranty provisions that had been included in the prior
loan. Distributions and our share of the cumulative earnings of the
venture exceeded our investment in the venture by $5.4 million,
which resulted in a negative investment balance. After the
elimination of the principal guaranty provisions in the prior
mortgage loan, we recognized the $5.4 million negative investment
balance as income within “Income from unconsolidated real estate
ventures, net” in our statements of operations for the nine months
ended September 30, 2018. We have also suspended the equity method
of accounting for this venture and recognized as income in the three
and nine months ended September 30, 2018, $890,000 related to cash
distributions.
|
|
(3)
| |
Includes straight-line rent, above/below market lease amortization
and lease incentive amortization.
|
|
(4)
| |
In November 2018, our Board of Trustees declared a dividend of
$0.225 per share, payable on November 26, 2018.
|
|
(5)
| |
The FAD payout ratio on a quarterly basis is not necessarily
indicative of an amount for the full year due to fluctuation in
timing of capital expenditures, the commencement of new leases and
the seasonality of our operations.
|
| |
|
|
|
| NOI RECONCILIATIONS (NON-GAAP) |
| (Unaudited) |
|
|
|
| |
| dollars in thousands | | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | 2018 |
| 2017 | | 2018 |
| 2017 |
| |
|
|
Net income (loss) attributable to common shareholders
| |
$
|
22,830
| | |
$
|
(69,831
|
)
| |
$
|
39,214
| | |
$
|
(57,851
|
)
|
|
Add:
| | | | | | | | |
|
Depreciation and amortization expense
| |
46,603
| | |
43,951
| | |
143,880
| | |
109,726
| |
|
General and administrative expense:
| | | | | | | | |
|
Corporate and other
| |
12,415
| | |
10,593
| | |
37,759
| | |
35,536
| |
|
Third-party real estate services
| |
20,754
| | |
21,178
| | |
64,552
| | |
30,362
| |
|
Share-based compensation related to Formation Transaction
| |
8,387
| | |
14,445
| | |
26,912
| | |
14,445
| |
|
Transaction and other costs
| |
4,126
| | |
104,095
| | |
12,134
| | |
115,173
| |
|
Interest expense
| |
18,979
| | |
15,309
| | |
56,263
| | |
43,813
| |
|
Loss on extinguishment of debt
| |
79
| | |
689
| | |
4,536
| | |
689
| |
|
Reduction of gain (gain) on bargain purchase
| |
—
| | |
(27,771
|
)
| |
7,606
| | |
(27,771
|
)
|
|
Income tax benefit
| |
(841
|
)
| |
(1,034
|
)
| |
(1,436
|
)
| |
(317
|
)
|
|
Net (income) loss attributable to redeemable noncontrolling interests
| |
3,552
| | |
(8,160
|
)
| |
6,532
| | |
(2,481
|
)
|
|
Less:
| | | | | | | | |
|
Third-party real estate services, including reimbursements
| |
23,788
| | |
25,141
| | |
72,278
| | |
38,881
| |
|
Other income
| |
1,708
| | |
1,158
| | |
4,904
| | |
3,701
| |
|
Income (loss) from unconsolidated real estate ventures, net
| |
13,484
| | |
(1,679
|
)
| |
15,418
| | |
(1,365
|
)
|
|
Interest and other income (loss), net
| |
4,091
| | |
(379
|
)
| |
5,177
| | |
1,366
| |
|
Gain on sale of real estate
| |
11,938
| | |
—
| | |
45,789
| | |
—
| |
|
Net loss attributable to noncontrolling interests
| |
—
|
| |
—
|
| |
127
|
| |
—
|
|
| Consolidated NOI | |
81,875
|
| |
79,223
|
| |
254,259
|
| |
218,741
|
|
|
NOI attributable to consolidated JBG Assets (1) | |
—
| | |
2,136
| | |
—
| | |
24,670
| |
|
Proportionate NOI attributable to unconsolidated JBG Assets (1) | |
—
| | |
792
| | |
—
| | |
8,648
| |
|
Proportionate NOI attributable to unconsolidated real estate ventures
| |
9,722
| | |
7,505
| | |
27,949
| | |
12,965
| |
|
Non-cash rent adjustments (2) | |
(1,369
|
)
| |
(1,575
|
)
| |
(3,659
|
)
| |
(7,508
|
)
|
|
Other adjustments (3) | |
701
|
| |
1,493
|
| |
3,434
|
|
|
1,318
|
|
|
Total adjustments
|
|
9,054
|
|
|
10,351
|
|
|
27,724
|
|
|
40,093
|
|
| NOI |
| $ | 90,929 |
|
| $ | 89,574 |
|
| $ | 281,983 |
|
| $ | 258,834 |
|
| Non-same store NOI (4) |
| 20,910 |
|
| 19,048 |
|
| 78,862 |
|
| 64,643 |
|
| Same store NOI (5) |
| $ | 70,019 |
|
| $ | 70,526 |
|
| $ | 203,121 |
|
| $ | 194,191 |
|
| | | | | | | |
|
|
Growth in same store NOI
| |
(0.7
|
)%
| | | |
4.6
|
%
| | |
|
Number of properties in same store pool
| |
34
| | | | |
33
| | | |
|
___________________
|
|
|
|
(1)
|
|
Includes financial information for the JBG Assets as if the July 18,
2017 acquisition of the JBG Assets had been completed as of the
beginning of the period presented.
|
|
(2)
| |
Adjustment to exclude straight-line rent, above/below market lease
amortization and lease incentive amortization.
|
|
(3)
| |
Adjustment to include other income and payments associated with
assumed lease liabilities related to operating properties, and
exclude incidental income generated by development assets and
commercial lease termination revenue.
|
|
(4)
| |
Includes the results for properties that were not owned, operated
and in service for the entirety of both periods being compared and
properties for which significant redevelopment, renovation or
repositioning occurred during either of the periods being compared.
|
|
(5)
| |
Includes the results of the properties that are owned, operated and
in service for the entirety of both periods being compared except
for properties for which significant redevelopment, renovation or
repositioning occurred during either of the periods being compared.
|
| |
|

View source version on businesswire.com: https://www.businesswire.com/news/home/20181107005827/en/
JBG SMITH
Jaime Marcus, 240-333-3643
SVP, Investor Relations
jmarcus@jbgsmith.com
Source: JBG SMITH