Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2024
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission file number 001-37994
JBG SMITH PROPERTIES
________________________________________________________________________________
(Exact name of Registrant as specified in its charter)
Maryland
81-4307010
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
4747 Bethesda Avenue Suite 200
Bethesda MD
20814
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code: (240) 333-3600
_______________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares, par value $0.01 per share
JBGS
New York Stock Exchange
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒
As of October 25, 2024, JBG SMITH Properties had 84,477,759 common shares outstanding.
QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2024
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
Item 1.
Financial Statements
Page
Condensed Consolidated Balance Sheets (unaudited) as of September 30, 2024 and December 31, 2023
3
Condensed Consolidated Statements of Operations (unaudited) for the three and nine months ended September 30, 2024 and 2023
4
Condensed Consolidated Statements of Comprehensive Loss (unaudited) for the three and nine months ended September 30, 2024 and 2023
5
Condensed Consolidated Statements of Equity (unaudited) for the three and nine months ended September 30, 2024 and 2023
6
Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2024 and 2023
8
Notes to Condensed Consolidated Financial Statements (unaudited)
10
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
29
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
48
Item 4.
Controls and Procedures
49
PART II – OTHER INFORMATION
Legal Proceedings
Item 1A.
Risk Factors
50
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
51
Signatures
53
2
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands, except par value amounts)
September 30, 2024
December 31, 2023
ASSETS
Real estate, at cost:
Land and improvements
$
1,171,458
1,194,737
Buildings and improvements
4,243,690
4,021,322
Construction in progress, including land
443,908
659,103
5,859,056
5,875,162
Less: accumulated depreciation
(1,429,079)
(1,338,403)
Real estate, net
4,429,977
4,536,759
Cash and cash equivalents
136,983
164,773
Restricted cash
33,161
35,668
Tenant and other receivables
30,734
44,231
Deferred rent receivable
185,221
171,229
Investments in unconsolidated real estate ventures
100,682
264,281
Deferred leasing costs, net
78,171
81,477
Intangible assets, net
49,045
56,616
Other assets, net
138,503
163,481
TOTAL ASSETS
5,182,477
5,518,515
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Liabilities:
Mortgage loans, net
1,816,156
1,783,014
Revolving credit facility
90,000
62,000
Term loans, net
717,578
717,172
Accounts payable and accrued expenses
99,773
124,874
Other liabilities, net
118,373
138,869
Total liabilities
2,841,880
2,825,929
Commitments and contingencies
Redeemable noncontrolling interests
444,945
440,737
Shareholders' equity:
Preferred shares, $0.01 par value - 200,000 shares authorized; none issued
—
Common shares, $0.01 par value - 500,000 shares authorized; 84,434 and 94,309 shares issued and outstanding as of September 30, 2024 and December 31, 2023
845
944
Additional paid-in capital
2,789,447
2,978,852
Accumulated deficit
(907,777)
(776,962)
Accumulated other comprehensive income (loss)
(477)
20,042
Total shareholders' equity of JBG SMITH Properties
1,882,038
2,222,876
Noncontrolling interests
13,614
28,973
Total equity
1,895,652
2,251,849
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
See accompanying notes to the condensed consolidated financial statements (unaudited).
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
REVENUE
Property rental
113,349
120,294
348,521
364,919
Third-party real estate services, including reimbursements
17,061
23,942
52,326
69,588
Other revenue
5,616
7,326
15,683
22,112
Total revenue
136,026
151,562
416,530
456,619
EXPENSES
Depreciation and amortization
50,050
50,265
158,211
152,914
Property operating
39,258
37,588
110,791
109,112
Real estate taxes
11,812
14,413
40,006
44,061
General and administrative:
Corporate and other
11,881
11,246
43,855
42,462
Third-party real estate services
16,088
21,405
57,065
67,333
Share-based compensation related to Formation Transaction and special equity awards
46
397
Transaction and other costs
667
1,830
3,005
7,794
Total expenses
129,756
136,793
412,933
424,073
OTHER INCOME (EXPENSE)
Income (loss) from unconsolidated real estate ventures, net
(745)
(2,263)
(1,320)
Interest and other income, net
4,573
7,774
10,105
14,132
Interest expense
(35,267)
(27,903)
(97,400)
(80,580)
Gain (loss) on the sale of real estate, net
(5,352)
906
(5,066)
41,606
Gain (loss) on the extinguishment of debt
43
(450)
Impairment loss
(59,307)
(18,236)
Total other income (expense)
(36,748)
(80,793)
(110,550)
(85,919)
LOSS BEFORE INCOME TAX (EXPENSE) BENEFIT
(30,478)
(66,024)
(106,953)
(53,373)
Income tax (expense) benefit
(831)
(77)
40
(672)
NET LOSS
(31,309)
(66,101)
(106,913)
(54,045)
Net loss attributable to redeemable noncontrolling interests
4,365
7,926
12,353
5,961
Net (income) loss attributable to noncontrolling interests
(36)
168
10,931
703
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS
(26,980)
(58,007)
(83,629)
(47,381)
LOSS PER COMMON SHARE - BASIC AND DILUTED
(0.32)
(0.58)
(0.95)
(0.45)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED
85,292
101,445
89,637
108,351
Condensed Consolidated Statements of Comprehensive Loss
(In thousands)
OTHER COMPREHENSIVE INCOME (LOSS):
Change in fair value of derivative financial instruments
(27,624)
19,679
5,236
32,499
Reclassification of net income on derivative financial instruments from accumulated other comprehensive income (loss) into interest expense
(8,629)
(9,470)
(29,521)
(24,820)
Total other comprehensive income (loss)
(36,253)
10,209
(24,285)
7,679
COMPREHENSIVE LOSS
(67,562)
(55,892)
(131,198)
(46,366)
Other comprehensive (income) loss attributable to redeemable noncontrolling interests
5,595
(1,346)
4,003
(902)
Other comprehensive (income) loss attributable to noncontrolling interests
1,351
(686)
(237)
(753)
COMPREHENSIVE LOSS ATTRIBUTABLE TO JBG SMITH PROPERTIES
(56,287)
(49,830)
(104,148)
(41,357)
Condensed Consolidated Statements of Equity
Accumulated
Additional
Other
Common Shares
Paid-In
Comprehensive
Noncontrolling
Total
Shares
Amount
Capital
Deficit
Income (Loss)
Interests
Equity
BALANCE AS OF JUNE 30, 2024
87,306
874
2,855,724
(865,782)
28,830
14,936
2,034,582
Net income (loss) attributable to common shareholders and noncontrolling interests
36
(26,944)
Redemption of common limited partnership units ("OP Units") for common shares
202
3,551
3,553
Common shares repurchased
(3,090)
(31)
(50,182)
(50,213)
Common shares issued pursuant to employee incentive compensation plan and Employee Share Purchase Plan ("ESPP")
16
589
Dividends declared on common shares
($0.175 per common share)
(15,015)
Distributions to noncontrolling interests, net
(7)
Redeemable noncontrolling interests redemption value adjustment and total other comprehensive loss allocation
(20,235)
(14,640)
Total other comprehensive loss
Other comprehensive loss attributable to noncontrolling interests
(1,351)
BALANCE AS OF SEPTEMBER 30, 2024
84,434
BALANCE AS OF JUNE 30, 2023
105,139
1,052
3,156,511
(641,813)
43,491
31,741
2,590,982
Net loss attributable to common shareholders and noncontrolling interests
(168)
(58,175)
Redemption of OP Units for common shares
491
7,597
7,602
(7,920)
(79)
(120,760)
(120,839)
Common shares issued pursuant to employee incentive compensation plan and ESPP
7
69
Dividends declared on common shares($0.225 per common share)
(23,027)
(8)
Redeemable noncontrolling interests redemption value adjustment and total other comprehensive income allocation
(381)
(1,727)
Total other comprehensive income
Other comprehensive income attributable to noncontrolling interests
686
BALANCE AS OF SEPTEMBER 30, 2023
97,717
978
3,043,036
(722,847)
51,668
32,251
2,405,086
BALANCE AS OF DECEMBER 31, 2023
94,309
(10,931)
(94,560)
827
9
13,760
13,769
(10,776)
(108)
(168,263)
(168,371)
74
1,915
($0.525 per common share)
(47,186)
Acquisition of noncontrolling interests
(21,893)
(4,693)
(26,586)
Contributions from noncontrolling interests, net
28
(14,924)
(10,921)
237
BALANCE AS OF DECEMBER 31, 2022
114,013
1,141
3,263,738
(628,636)
45,644
32,225
2,714,112
(703)
(48,084)
2,068
21
33,089
33,110
(18,446)
(184)
(276,500)
(276,684)
82
1,865
($0.45 per common share)
(46,830)
(24)
20,844
19,942
753
Condensed Consolidated Statements of Cash Flows
OPERATING ACTIVITIES:
Net loss
Adjustments to reconcile net loss to net cash provided by operating activities:
Share-based compensation expense
26,158
27,011
Depreciation and amortization expense, including amortization of deferred financing costs
163,190
156,841
Deferred rent
(14,140)
(20,594)
(Income) loss from unconsolidated real estate ventures, net
(4)
1,320
Amortization of market lease intangibles, net
175
(767)
Amortization of lease incentives
4,197
1,812
(Gain) loss on the extinguishment of debt
(43)
450
18,236
59,307
(Gain) loss on the sale of real estate, net
5,066
(41,606)
Loss (income) on operating lease and other receivables
2,053
(67)
Income from investments, net
(3,278)
(1,163)
Return on capital from unconsolidated real estate ventures
1,680
12,633
Other non-cash items
4,626
8,586
Changes in operating assets and liabilities:
11,466
12,223
(13,337)
(22,305)
(9,446)
(18,129)
(2,496)
(6,614)
Net cash provided by operating activities
87,190
114,893
INVESTING ACTIVITIES:
Development costs, construction in progress and real estate additions
(172,051)
(241,336)
Acquisition of real estate
(19,551)
Proceeds from the sale of real estate
97,010
162,092
Proceeds from derivative financial instruments
5,073
465
Payments on derivative financial instruments
(6,468)
(9,830)
Distributions of capital from unconsolidated real estate ventures and other investments
163,880
9,264
Investments in unconsolidated real estate ventures and other investments
(5,027)
(24,344)
Net cash provided by (used in) investing activities
82,417
(123,240)
FINANCING ACTIVITIES:
Borrowings under mortgage loans
112,612
287,582
Borrowings under revolving credit facility
223,000
247,000
Borrowings under term loans
170,000
Repayments of mortgage loans
(85,662)
(280,135)
Repayments of revolving credit facility
(195,000)
(155,000)
9,600
(4,422)
(465)
Debt issuance and modification costs
(359)
(17,579)
Acquisition/redemption of noncontrolling interests
(26,569)
(647)
Proceeds from common shares issued pursuant to ESPP
792
665
(273,851)
Dividends paid to common shareholders
(72,483)
Distributions to redeemable noncontrolling interests
(8,714)
(11,619)
Distributions to noncontrolling interests
(25)
(15)
Net cash used in financing activities
(199,904)
(96,947)
Net decrease in cash and cash equivalents, and restricted cash
(30,297)
(105,294)
Cash and cash equivalents, and restricted cash, beginning of period
200,441
274,073
Cash and cash equivalents, and restricted cash, end of period
170,144
168,779
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD:
130,522
38,257
Cash and cash equivalents, and restricted cash
SUPPLEMENTAL DISCLOSURE OF CASH FLOW AND NON-CASH INFORMATION:
Cash paid for interest (net of capitalized interest of $8,477 and $11,013 in 2024 and 2023)
84,195
65,416
Accrued capital expenditures included in accounts payable and accrued expenses
46,182
80,946
Write-off of fully depreciated assets
28,617
3,489
Recognition (derecognition) of operating lease right-of-use asset
(13,724)
61,443
Recognition (derecognition) of liabilities related to operating lease right-of-use asset
Cash paid for amounts included in the measurement of lease liabilities for operating leases
7,980
3,567
Notes to Condensed Consolidated Financial Statements
1.Organization and Basis of Presentation
Organization
JBG SMITH Properties ("JBG SMITH"), a Maryland real estate investment trust, owns, operates, invests in and develops mixed-use properties in high growth and high barrier-to-entry submarkets in and around Washington, D.C., most notably National Landing. Through an intense focus on placemaking, JBG SMITH cultivates vibrant, amenity-rich, walkable neighborhoods throughout the Washington, D.C. metropolitan area. Approximately 75.0% of our holdings are in the National Landing submarket in Northern Virginia, which is anchored by four key demand drivers: Amazon.com, Inc.'s ("Amazon") new headquarters; Virginia Tech's under-construction $1 billion Innovation Campus; the submarket’s proximity to the Pentagon; and our retail and digital placemaking initiatives and public infrastructure improvements. In addition, our third-party asset management and real estate services business provides fee-based real estate services to the legacy funds formerly organized by The JBG Companies ("JBG") (the "JBG Legacy Funds") and other third parties.
Substantially all our assets are held by, and our operations are conducted through, JBG SMITH Properties LP ("JBG SMITH LP"), our operating partnership. As of September 30, 2024, JBG SMITH, as its sole general partner, controlled JBG SMITH LP and owned 85.8% of its OP Units, after giving effect to the conversion of certain vested long-term incentive partnership units ("LTIP Units") that are convertible into OP Units. JBG SMITH is referred to herein as "we," "us," "our" or other similar terms. References to "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 (the "Fortress Assets") and (iii) 49.0% interest in three commercial buildings (the "L'Enfant Plaza Assets"), 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.
We were organized 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 ("Vornado") Washington, D.C. segment. On July 18, 2017, we acquired the management business, and certain assets and liabilities of JBG (the "Combination"). The Separation and the Combination are collectively referred to as the "Formation Transaction."
As of September 30, 2024, our Operating Portfolio consisted of 41 operating assets comprising 16 multifamily assets totaling 6,781 units (6,781 units at our share), 23 commercial assets totaling 7.2 million square feet (6.9 million square feet at our share) and two wholly owned land assets for which we are the ground lessor. Additionally, we have one under-construction multifamily asset with 775 units (775 units at our share) and 18 assets in the development pipeline totaling 11.4 million square feet (9.3 million square feet at our share) of estimated potential development density.
We derive our revenue primarily from leases with multifamily and commercial tenants. Our commercial leases include fixed and percentage rents, and reimbursements from tenants for certain expenses such as real estate taxes, property operating expenses, and repairs and maintenance. In addition, our third-party asset management and real estate services business provides fee-based real estate services.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements and notes are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, these condensed consolidated financial statements do not contain certain information required in annual financial statements and notes as required under GAAP. In our opinion, all adjustments considered necessary for a fair presentation have been included, and all such adjustments are of a normal recurring nature. All intercompany transactions and balances have been eliminated. The results of operations
for the three and nine months ended September 30, 2024 and 2023 are not necessarily indicative of the results that may be expected for a full year. These condensed consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission ("SEC") on February 20, 2024 ("Annual Report").
The accompanying condensed consolidated financial statements include our accounts and those of our wholly owned subsidiaries and consolidated variable interest entities ("VIEs"), including JBG SMITH LP. See Note 5 for additional information. The portions of the equity and net income (loss) of consolidated entities that are not attributable to us are presented separately as amounts attributable to noncontrolling interests in our condensed consolidated financial statements.
References to our financial statements refer to our unaudited condensed consolidated financial statements as of September 30, 2024 and December 31, 2023, and for the three and nine months ended September 30, 2024 and 2023. References to our balance sheets refer to our condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023. References to our statements of operations refer to our condensed consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023. References to our statements of comprehensive loss refer to our condensed consolidated statements of comprehensive loss for the three and nine months ended September 30, 2024 and 2023.
Income Taxes
We have elected to be taxed as a real estate investment trust ("REIT") under sections 856-860 of the Internal Revenue Code of 1986, as amended (the "Code"). Under those sections, a REIT which distributes at least 90% of its REIT taxable income as dividends to its shareholders each year and which meets certain other conditions will not be taxed on that portion of its taxable income which is distributed to its shareholders. We currently adhere and intend to continue to adhere to these requirements and to maintain our REIT status in future periods. We also participate in the activities conducted by our subsidiary entities that have elected to be treated as taxable REIT subsidiaries under the Code. As such, we are subject to federal, state and local taxes on the income from those activities.
2.Summary of Significant Accounting Policies
Significant Accounting Policies
There were no material changes to our significant accounting policies disclosed in our Annual Report.
Use of Estimates
The preparation of the financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.
Recent Accounting Pronouncements
Standards Not Yet Adopted
Climate-Related Disclosures
In March 2024, the SEC issued final rules on the enhancement and standardization of climate-related disclosures. The rules require disclosure of, among other things, (i) actual and potential material impacts of climate-related risks on our strategy, business model and outlook, (ii) climate-related targets and goals that have materially affected or are reasonably likely to materially affect our business, results of operations or financial condition, (iii) governance and management of climate-related risks and (iv) material Scope 1 and Scope 2 greenhouse gas emissions. Additionally, the rules require disclosures in the notes to the financial statements regarding the effects of severe weather events and other natural conditions, subject to certain materiality thresholds, and certain carbon offsets and renewable energy certificates. The rules are effective on a phased-in timeline beginning in the annual reports for the year ended December 31, 2025. In April 2024, the SEC announced a stay of these climate disclosure rules pending judicial review. We are currently evaluating the potential impact of adopting these new rules on our disclosures.
11
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("Topic 740"). Topic 740 modifies the rules on income tax disclosures to require entities to disclose (i) specific categories in the rate reconciliation, (ii) the income (loss) from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (iii) income tax expense or benefit from continuing operations (separated by federal, state and foreign). Topic 740 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. This guidance should be applied on a prospective basis, but retrospective application is permitted. We are currently evaluating the potential impact of adopting this new guidance on our financial statement disclosures.
Segment Reporting
In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segments Disclosures" ("Topic 280"). Topic 280 enhances disclosures of significant segment expenses and other segment items regularly provided to the chief operating decision maker ("CODM"), extends certain annual disclosures to interim periods and permits more than one measure of segment profit (loss) to be reported under certain conditions. Topic 280 does not change the existing guidance on how a public entity identifies and determines its reportable segments. The amendments are effective in fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Retrospective adoption to all periods presented is required, and early adoption of the amendments is permitted. We are currently evaluating the potential impact of adopting this new guidance on our financial statement disclosures.
3.Dispositions
Dispositions
The following is a summary of activity for the nine months ended September 30, 2024:
Gain (Loss)
Gross
Cash
on the Sale
Sales
Proceeds
of Real
Date Disposed
Assets
Segment
Price
from Sale
Estate
January 22, 2024
North End Retail
Multifamily
14,250
12,410
(1,200)
September 17, 2024
Fort Totten Square
86,800
84,600
Other (1)
1,486
12
4.Investments in Unconsolidated Real Estate Ventures
The following is a summary of the composition of our investments in unconsolidated real estate ventures:
Effective
Ownership
Real Estate Venture
Interest (1)
J.P. Morgan Global Alternatives ("J.P. Morgan") (2)
50.0%
73,978
72,742
4747 Bethesda Venture
20.0%
11,208
13,118
Brandywine Realty Trust
30.0%
13,781
13,681
Prudential Global Investment Management ("PGIM") (3)
664
163,375
Landmark Partners (4)
18.0%
560
605
CBREI Venture (5)
10.0%
180
316
580
Total investments in unconsolidated real estate ventures (6) (7)
We provide leasing, property management and other real estate services to our unconsolidated real estate ventures. We recognized revenue, including expense reimbursements, of $4.4 million and $13.0 million for the three and nine months ended September 30, 2024, and $5.4 million and $16.3 million for the three and nine months ended September 30, 2023, for such services.
The following is a summary of disposition activity by our unconsolidated real estate ventures:
Proportionate
Real Estate
Share of
Venture
Aggregate
Partner
Percentage
Gain (1)
February 13, 2024
PGIM
Central Place Tower
325,000
480
13
The following is a summary of the debt of our unconsolidated real estate ventures:
Weighted
Average Effective
Interest Rate (1)
Variable rate (2)
5.73%
175,000
Fixed rate (3)
4.13%
60,000
Mortgage loans (4)
235,000
Unamortized deferred financing costs and premium / discount, net
(6,480)
(8,531)
Mortgage loans, net (4) (5)
228,520
226,469
The following is a summary of financial information for our unconsolidated real estate ventures:
Combined balance sheet information: (1)
447,747
729,791
64,955
137,771
Total assets
512,702
867,562
26,538
47,251
255,058
273,720
257,644
593,842
Total liabilities and equity
Combined income statement information: (1)
7,903
23,570
29,097
68,555
Operating income (loss) (2)
776
(20,584)
6,714
(13,005)
Net loss (2)
(3,226)
(27,622)
(5,093)
(31,557)
14
5.Variable Interest Entities
We hold various interests in entities deemed to be VIEs, which we evaluate at acquisition, formation, after a change in the ownership agreement, after a change in the entity's economics or after any other reconsideration event to determine if the VIE should be consolidated in our financial statements or should no longer be considered a VIE. An entity is a VIE because it is in the development stage and/or does not hold sufficient equity at risk or conducts substantially all its operations on behalf of an investor with disproportionately few voting rights. We will consolidate a VIE if we are the primary beneficiary of the VIE, which entails having the power to direct the activities that most significantly impact the VIE’s economic performance. Certain criteria we assess in determining whether we are the primary beneficiary of the VIE include our influence over significant business activities, our voting rights and any noncontrolling interest kick-out or participating rights.
Unconsolidated VIEs
As of September 30, 2024 and December 31, 2023, we had interests in entities deemed to be VIEs. Although we may be responsible for managing the day-to-day operations of these investees, we are not the primary beneficiary of these VIEs, as we do not hold unilateral power over activities that, when taken together, most significantly impact the respective VIE's economic performance. We account for our investment in these entities under the equity method. As of September 30, 2024 and December 31, 2023, the net carrying amounts of our investment in these entities were $88.6 million and $87.3 million, which were included in "Investments in unconsolidated real estate ventures" in our balance sheets. Our equity in the income of unconsolidated VIEs was included in "Income (loss) from unconsolidated real estate ventures, net" in our statements of operations. Our maximum loss exposure in these entities is limited to our investments, construction commitments and debt guarantees. See Note 17 for additional information.
Consolidated VIEs
JBG SMITH LP is our most significant consolidated VIE. We hold 85.8% of the limited partnership interest in JBG SMITH LP, act as the general partner and exercise full responsibility, discretion and control over its day-to-day management. The noncontrolling interests of JBG SMITH LP do not have substantive liquidation rights, substantive kick-out rights without cause or substantive participating rights that could be exercised by a simple majority of noncontrolling interest limited partners (including by such a limited partner unilaterally). Because the noncontrolling interest holders do not have these rights, JBG SMITH LP is a VIE. As general partner, we have the power to direct the activities of JBG SMITH LP that most significantly affect its economic performance, and through our majority interest, we have both the right to receive benefits from and the obligation to absorb losses of JBG SMITH LP. Accordingly, we are the primary beneficiary of JBG SMITH LP and consolidate it in our financial statements. Because we conduct our business through JBG SMITH LP, its total assets and liabilities comprise substantially all our consolidated assets and liabilities.
In March 2021, we leased the land underlying 1900 Crystal Drive located in National Landing to a lessee, which constructed an 808-unit multifamily asset comprising two towers, The Grace and Reva, with ground floor retail. The ground lessee engaged us to be the development manager for the construction of 1900 Crystal Drive, and separately, we were the lessee in a master lease of the asset. We determined that 1900 Crystal Drive was a VIE and that we were the primary beneficiary of the VIE. Accordingly, we consolidated the VIE with the lessee's ownership interest shown as "Noncontrolling interests" in our balance sheet. In June 2024, we acquired the ground lessee's interest in 1900 Crystal Drive for $26.6 million of which $4.7 million was a reduction of "Noncontrolling interests" in our balance sheet. As a result of the transaction, 1900 Crystal Drive is no longer a VIE.
As of September 30, 2024, excluding JBG SMITH LP, we consolidated one VIE (2000/2001 South Bell Street) with total assets of $271.4 million and liabilities of $173.1 million, and as of December 31, 2023, excluding JBG SMITH LP, we consolidated two VIEs (1900 Crystal Drive and 2000/2001 South Bell Street) with total assets of $503.2 million and liabilities of $293.3 million. VIE assets primarily consisted of construction in progress and VIE liabilities primarily consisted of mortgage loans. The assets of the VIEs can only be used to settle the obligations of the VIEs, and the liabilities include third-party liabilities of the VIEs for which the creditors or beneficial interest holders do not have recourse against us. In October 2024, we provided notice of our intent to exercise our option to acquire the ground lessee’s interest in 2000/2001 South Bell Street which we anticipate will close in the fourth quarter of 2024.
15
6.Other Assets, Net
The following is a summary of other assets, net:
Prepaid expenses
23,234
13,215
Derivative financial instruments, at fair value
18,977
42,341
Deferred financing costs, net
8,010
10,199
Operating lease right-of-use assets
44,642
60,329
Investments in funds (1)
27,262
21,785
Other investments (2)
3,487
12,891
12,125
Total other assets, net
7.Debt
Mortgage Loans
The following is a summary of mortgage loans:
Weighted Average
6.12%
724,317
608,582
4.54%
1,104,606
1,189,643
Mortgage loans
1,828,923
1,798,225
(12,767)
(15,211)
As of September 30, 2024 and December 31, 2023, the net carrying value of real estate collateralizing our mortgage loans totaled $2.1 billion and $2.2 billion. Our mortgage loans contain covenants that limit our ability to incur additional indebtedness on these properties and, in certain circumstances, require lender approval of tenant leases and/or yield maintenance upon repayment prior to maturity.
In September 2024, we repaid the $83.3 million mortgage loan collateralized by 201 12th Street S., 200 12th Street S., and 251 18th Street S.
As of September 30, 2024 and December 31, 2023, we had various interest rate swap and cap agreements on certain mortgage loans with an aggregate notional value of $1.7 billion. See Note 15 for additional information.
Revolving Credit Facility and Term Loans
As of September 30, 2024, our unsecured revolving credit facility and term loans totaling $1.5 billion consisted of a $750.0 million revolving credit facility maturing in June 2027, a $200.0 million term loan ("Tranche A-1 Term Loan") maturing in January 2026, as extended in September 2024, a $400.0 million term loan ("Tranche A-2 Term Loan") maturing in January 2028 and a $120.0 million term loan ("2023 Term Loan") maturing in June 2028. The revolving credit facility has two six-month extension options, and the Tranche A-1 Term Loan has one remaining one-year extension option.
The following is a summary of amounts outstanding under the revolving credit facility and term loans:
Revolving credit facility (2) (3)
6.46%
Tranche A-1 Term Loan (4)
5.34%
200,000
Tranche A-2 Term Loan (5)
4.20%
400,000
2023 Term Loan (6)
5.41%
120,000
Term loans
720,000
Unamortized deferred financing costs, net
(2,422)
(2,828)
8.Other Liabilities, Net
The following is a summary of other liabilities, net:
Lease intangible liabilities, net
1,356
3,496
Lease incentive liabilities
6,616
7,546
Liabilities related to operating lease right-of-use assets
45,313
64,501
Prepaid rent
15,594
Security deposits
12,334
12,133
Environmental liabilities
17,468
17,568
Deferred tax liability, net
3,326
13,753
14,444
2,613
3,974
Total other liabilities, net
17
9.Redeemable Noncontrolling Interests
OP Units held by persons other than JBG SMITH are redeemable for cash or, at our election, our common shares, subject to certain limitations. Vested LTIP Units are redeemable into OP Units. During the nine months ended September 30, 2024 and 2023, unitholders redeemed 827,012 and 2.1 million OP Units, which we elected to redeem for an equivalent number of our common shares. As of September 30, 2024, outstanding OP Units and redeemable LTIP Units totaled 13.9 million, representing a 14.2% ownership interest in JBG SMITH LP. Our OP Units and certain vested LTIP Units are presented at the higher of their redemption value or their carrying value, with adjustments to the redemption value recognized in "Additional paid-in capital" in our balance sheets. Redemption value per OP Unit is equivalent to the market value of one common share at the end of the period.
The following is a summary of the activity of redeemable noncontrolling interests:
Consolidated
JBG
SMITH LP
Balance, beginning of period
436,673
455,886
Redemptions
(3,553)
(7,602)
(4,365)
(7,926)
Other comprehensive income (loss)
(5,595)
1,346
Distributions
(2,874)
(3,727)
4,424
6,003
Adjustment to redemption value
20,235
381
Balance, end of period
444,361
Venture (2)
480,663
647
481,310
(13,769)
(33,110)
(33,757)
LTIP Units issued in lieu of cash compensation (1)
3,836
5,213
(12,353)
(5,961)
(4,003)
902
(7,654)
24,287
25,152
14,924
(20,844)
18
10.Property Rental Revenue
The following is a summary of property rental revenue from our non-cancellable leases:
X
Fixed
105,015
110,333
321,594
331,528
Variable
8,334
9,961
26,927
33,391
Property rental revenue
11.Share-Based Payments
LTIP Units and Time-Based LTIP Units
In January 2024, we granted to certain employees 974,140 LTIP Units with time-based vesting requirements ("Time-Based LTIP Units") and a weighted average grant-date fair value of $15.93 per unit that primarily vest ratably over four years subject to continued employment. Compensation expense for these units is primarily being recognized over a four-year period.
In January 2024, we granted 209,047 fully vested LTIP Units to certain employees, who elected to receive all or a portion of their cash bonuses related to 2023 service as LTIP Units. The LTIP units had a grant-date fair value of $14.27 per unit. Compensation expense totaling $3.0 million for these LTIP Units was recognized in 2023.
In April 2024, as part of their annual compensation, we granted to non-employee trustees a total of 141,422 fully vested LTIP Units with a grant-date fair value of $12.40 per unit, which includes LTIP Units elected in lieu of cash retainers. The LTIP Units may not be sold while a trustee is serving on the Board of Trustees.
The aggregate grant-date fair value of the Time-Based LTIP Units and the LTIP Units granted during the nine months ended September 30, 2024 was $20.3 million. The Time-Based LTIP Units and the LTIP Units were valued based on the closing common share price on the grant date, less a discount for post-grant restrictions. The discount was determined using Monte Carlo simulations based on the following significant assumptions:
Expected volatility
33.0 % to 35.0%
Risk-free interest rate
4.4% to 4.8%
Post-grant restriction periods
2 to 6 years
Appreciation-Only LTIP Units ("AO LTIP Units")
In January 2024, we granted to certain employees 1.9 million performance-based AO LTIP Units with a grant-date fair value of $3.79 per unit. The AO LTIP Units provide for a share of appreciation determined by the increase in the value of a common share at the time of conversion over the participation threshold of $18.93. The AO LTIP Units are subject to a TSR modifier whereby the number of AO LTIP Units that will ultimately be earned will be increased or reduced by 25%. The AO LTIP Units have a three-year performance period with 50% of the AO LTIP Units earned vesting at the end of the three-year performance period and the remaining 50% vesting on the fourth anniversary of the grant date, subject to continued employment. The AO LTIP Units expire on the tenth anniversary of their grant date.
The aggregate grant-date fair value of the AO LTIP Units granted during the nine months ended September 30, 2024 was $7.1 million, valued using Monte Carlo simulations based on the following significant assumptions:
32.0%
Dividend yield
3.2%
4.1%
19
Restricted Share Units ("RSUs")
In January 2024, we granted to certain non-executive employees 74,842 time-based RSUs ("Time-Based RSUs") with a grant-date fair value of $17.21 per unit. Vesting requirements and compensation expense recognition for the Time-Based RSUs are primarily consistent with those of the Time-Based LTIP Units granted in 2024.
The aggregate grant-date fair value of the RSUs granted during the nine months ended September 30, 2024 was $1.3 million. The Time-Based RSUs were valued based on the closing common share price on the date of grant.
ESPP
Pursuant to the ESPP, employees purchased 60,185 common shares for $792,000 during the nine months ended September 30, 2024, valued using the Black-Scholes model based on the following significant assumptions:
26.0% to 48.0%
4.2% to 4.6%
5.3% to 5.6%
Expected life
3 months
Share-Based Compensation Expense
The following is a summary of share-based compensation expense:
Time-Based LTIP Units
3,191
3,517
14,548
14,373
AO LTIP Units and Performance-Based LTIP Units
1,233
2,440
8,187
9,382
LTIP Units
1,552
1,000
Other equity awards (1)
1,082
912
3,294
3,710
Share-based compensation expense - other
5,506
6,869
27,581
28,465
Share-based compensation related to Formation Transaction and special equity awards (2)
Total share-based compensation expense
6,915
28,862
Less: amount capitalized
(377)
(418)
(1,423)
(1,851)
5,129
6,497
As of September 30, 2024, we had $27.8 million of total unrecognized compensation expense related to unvested share-based payment arrangements, which is expected to be recognized over a weighted average period of 2.3 years.
In April 2024, our shareholders approved an amendment to the JBG SMITH 2017 Omnibus Share Plan, as amended, (the "Plan") to increase the common shares reserved for issuance under the Plan by 7.5 million common shares to 25.8 million total common shares. As of September 30, 2024, there were 10.1 million common shares available for issuance under the Plan.
20
12.Transaction and Other Costs
The following is a summary of transaction and other costs:
Completed, potential and pursued transaction expenses (1)
104
622
1,645
896
Severance and other costs
563
1,033
1,075
4,280
Demolition costs
285
2,618
13.Interest Expense
The following is a summary of interest expense:
Interest expense before capitalized interest
35,142
30,229
97,216
85,942
Amortization of deferred financing costs
4,081
3,381
12,163
6,011
Net (gain) loss on non-designated derivatives:
Net unrealized loss
1,742
77
7,383
Net realized gain
(230)
Capitalized interest
(3,964)
(7,219)
(12,056)
(18,756)
35,267
27,903
97,400
80,580
14.Shareholders' Equity and Loss Per Common Share
Common Shares Repurchased
Our Board of Trustees has authorized the repurchase of up to $1.5 billion of our outstanding common shares. During the three and nine months ended September 30, 2024, we repurchased and retired 3.1 million and 10.8 million common shares for $50.2 million and $168.3 million, a weighted average purchase price per share of $16.23 and $15.61. During the three and nine months ended September 30, 2023, we repurchased and retired 7.9 million and 18.4 million common shares for $120.8 million and $276.7 million, a weighted average purchase price per share of $15.24 and $14.98. Since we began the share repurchase program through September 30, 2024, we have repurchased and retired 56.6 million common shares for $1.1 billion, a weighted average purchase price per share of $19.88.
Loss Per Common Share
Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding during the period. Unvested share-based compensation awards that entitle holders to receive non-forfeitable distributions are considered participating securities. Consequently, we are required to apply the two-class method of computing basic and diluted earnings (loss) that would otherwise have been available to common shareholders. Under the two-class method, earnings for the period are allocated between common shareholders and participating securities based on their respective rights to receive dividends. During periods of net loss, losses are allocated only to the extent the participating securities are required to absorb their share of such losses. Distributions to participating securities in excess of their allocated income or loss are shown as a reduction to net income (loss) attributable to common shareholders. Diluted earnings (loss) per common share reflects the potential dilution of the assumed exchange of various unit and share-based compensation awards into common shares to the extent they are dilutive.
The following is a summary of the calculation of basic and diluted loss per common share and a reconciliation of net loss to the amounts of net loss available to common shareholders used in calculating basic and diluted loss per common share:
(In thousands, except per share amounts)
Net loss attributable to common shareholders
Distributions to participating securities
(439)
(689)
(1,596)
(1,406)
Net loss available to common shareholders - basic and diluted
(27,419)
(58,696)
(85,225)
(48,787)
Weighted average number of common shares outstanding - basic and diluted
Loss per common share - basic and diluted
The effect of the redemption of OP Units, Time-Based LTIP Units, fully vested LTIP Units and special equity awards that were outstanding as of September 30, 2024 and 2023 is excluded in the computation of diluted loss per common share as the assumed exchange of such units for common shares on a one-for-one basis was antidilutive (the assumed redemption of these units would have no impact on the determination of diluted loss per share). Since OP Units, Time-Based LTIP Units, LTIP Units and special equity awards, which are held by noncontrolling interests, are attributed gains at an identical proportion to the common shareholders, the gains attributable and their equivalent weighted average impact are excluded from loss available to common shareholders and from the weighted average number of common shares outstanding in calculating diluted loss per common share. AO LTIP Units, Performance-Based LTIP Units, formation awards and RSUs, which totaled 7.9 million for the three and nine months ended September 30, 2024, and 6.6 million and 6.9 million for the three and nine months ended September 30, 2023, were excluded from the calculation of diluted loss per common share as they were antidilutive, but potentially could be dilutive in the future.
Dividends Declared in October 2024
On October 24, 2024, our Board of Trustees declared a quarterly dividend of $0.175 per common share, payable on November 22, 2024 to shareholders of record as of November 7, 2024.
15.Fair Value Measurements
Fair Value Measurements on a Recurring Basis
To manage or hedge our exposure to interest rate risk, we follow established risk management policies and procedures, including the use of a variety of derivative financial instruments.
As of September 30, 2024 and December 31, 2023, we had various derivative financial instruments consisting of interest rate swap and cap agreements that are measured at fair value on a recurring basis. The net unrealized gain (loss) on our derivative financial instruments designated as effective hedges was ($1.8) million and $22.7 million as of September 30, 2024 and December 31, 2023 and was recorded in "Accumulated other comprehensive income (loss)" in our balance sheets, of which a portion was allocated to "Redeemable noncontrolling interests." Within the next 12 months, we expect to reclassify $3.5 million of the net unrealized gain as a decrease to interest expense.
22
Accounting Standards Codification 820 ("Topic 820"), Fair Value Measurement and Disclosures, defines fair value and establishes a framework for measuring fair value. The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). Topic 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels:
Level 1 — quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities;
Level 2 — observable prices that are based on inputs not quoted in active markets, but corroborated by market data; and
Level 3 — unobservable inputs that are used when little or no market data is available.
The fair values of the derivative financial instruments are based on the estimated amounts we would receive or pay to terminate the contracts at the reporting date and are determined using interest rate pricing models and observable inputs. The derivative financial instruments are classified within Level 2 of the valuation hierarchy.
The following is a summary of assets and liabilities measured at fair value on a recurring basis:
Fair Value Measurements
Level 1
Level 2
Level 3
Derivative financial instruments designated as effective hedges:
Classified as assets in "Other assets, net"
15,857
Classified as liabilities in "Other liabilities, net"
10,649
Non-designated derivatives:
3,120
3,104
35,632
7,936
6,709
6,508
The fair values of our derivative financial instruments were determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of the derivative financial instrument. This analysis reflected the contractual terms of the derivative, including the period to maturity, and used observable market-based inputs, including interest rate market data and implied volatilities in such interest rates. While it was determined that the majority of the inputs used to value the derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with the derivatives also utilized Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default. However, as of September 30, 2024 and December 31, 2023, the significance of the impact of the credit valuation adjustments on the overall valuation of the derivative financial instruments was assessed, and it was determined that these adjustments were not significant to the overall valuation of the derivative financial instruments. As a result, it was determined that the derivative financial instruments in their entirety should be classified in Level 2 of the fair value hierarchy. The net unrealized gains (losses) included in "Total other comprehensive income (loss)" in our statements of comprehensive loss for the three and nine months ended September 30, 2024 and 2023 were attributable to the net change in unrealized gains or losses related to effective derivative financial instruments that were outstanding during those periods, none of which were reported in our statements of operations as the derivative financial instruments were documented and qualified as hedging instruments. Realized and unrealized gains (losses) related to non-designated hedges are included in "Interest expense" in our statements of operations.
23
Fair Value Measurements on a Nonrecurring Basis
Our real estate assets are reviewed for impairment whenever there are changes in circumstances or indicators that the carrying amount of the assets may not be recoverable. This assessment resulted in the impairment of two development parcels, which had an estimated fair value of $24.7 million based on a market approach and were classified as Level 2 in the fair value hierarchy. The impairment loss totaled $18.2 million, which was included in "Impairment loss" in our statement of operations for the nine months ended September 30, 2024.
Financial Assets and Liabilities Not Measured at Fair Value
As of September 30, 2024 and December 31, 2023, all financial assets and liabilities were reflected in our balance sheets at amounts which, in our estimation, reasonably approximated their fair values, except for the following:
Carrying
Amount (1)
Fair Value
Financial liabilities:
1,801,041
1,753,251
89,934
715,679
715,950
The fair values of the mortgage loans, revolving credit facility and term loans were determined using Level 2 inputs of the fair value hierarchy. The fair value of our mortgage loans is estimated by discounting the future contractual cash flows of these instruments using current risk-adjusted rates available to borrowers with similar credit profiles based on market sources. The fair value of our revolving credit facility and term loans is calculated based on the net present value of payments over the term of the facilities using estimated market rates for similar notes and remaining terms.
16.Segment Information
We review operating and financial data for each property on an individual basis; therefore, each of our individual properties is a separate operating segment. We define our reportable segments to be aligned with our method of internal reporting and the way our Chief Executive Officer, who is also our CODM makes key operating decisions, evaluates financial results, allocates resources and manages our business. Accordingly, we aggregate our operating segments into three reportable segments (multifamily, commercial, and third-party asset management and real estate services) based on the economic characteristics and nature of our assets and services.
The CODM measures and evaluates the performance of our operating segments, with the exception of the third-party asset management and real estate services business, based on the net operating income ("NOI") of properties within each segment. NOI includes property rental revenue and parking revenue and deducts property operating expenses and real estate taxes.
With respect to the third-party asset management and real estate services business, the CODM reviews revenue streams generated by this segment ("Third-party real estate services, including reimbursements"), as well as the expenses attributable to the segment ("General and administrative: third-party real estate services"), which are both disclosed separately in our statements of operations.
24
The following represents the components of revenue from our third-party asset management and real estate services business:
Property management fees
4,065
4,910
12,312
14,879
Asset management fees
1,139
1,155
3,305
3,513
Development fees
324
4,296
981
9,038
Leasing fees
1,001
1,036
3,648
Construction management fees
343
266
903
909
Other service revenue
1,601
1,399
3,966
4,045
Third-party real estate services revenue, excluding reimbursements
8,473
13,062
24,793
36,032
Reimbursement revenue (1)
8,588
10,880
27,533
33,556
Third-party real estate services revenue, including reimbursements
Third-party real estate services expenses
Third-party real estate services revenue less expenses
973
2,537
(4,739)
2,255
Management company assets primarily consist of management and leasing contracts with a net book value of $4.0 million and $8.1 million as of September 30, 2024 and December 31, 2023, which were included in "Intangible assets, net" in our balance sheets. Consistent with internal reporting presented to our CODM and our definition of NOI, the third-party asset management and real estate services operating results are excluded from the NOI data below.
The following is the reconciliation of net loss attributable to common shareholders to consolidated NOI:
Net income (loss) attributable to noncontrolling interests
Add:
Depreciation and amortization expense
General and administrative expense:
Income tax expense (benefit)
831
(40)
672
Less:
Third-party real estate services, including reimbursements revenue
2,827
2,704
16,216
8,276
Consolidated NOI
65,068
72,915
197,191
225,582
25
The following is a summary of NOI and certain balance sheet data by segment. Items classified in the Other column include development assets, corporate entities, land assets for which we are the ground lessor and the elimination of inter-segment activity.
Three Months Ended September 30, 2024
Commercial
Property rental revenue (1)
54,617
54,142
3,403
112,162
Parking revenue
278
3,698
3,976
Total property revenue
54,895
57,840
116,138
Property expense:
20,450
18,558
250
5,861
4,740
1,211
Total property expense
26,311
23,298
1,461
51,070
28,584
34,542
1,942
Three Months Ended September 30, 2023
52,461
63,940
3,893
248
4,310
64
4,622
52,709
68,250
3,957
124,916
19,379
18,866
(657)
5,581
8,210
24,960
27,076
(35)
52,001
27,749
41,174
3,992
Nine Months Ended September 30, 2024
159,287
167,377
336,264
657
11,130
(63)
11,724
159,944
178,507
9,537
347,988
56,769
53,188
834
18,137
19,517
2,352
74,906
72,705
3,186
150,797
85,038
105,802
6,351
Nine Months Ended September 30, 2023
154,814
200,178
9,927
767
12,874
195
13,836
155,581
213,052
10,122
378,755
55,228
56,489
(2,605)
16,837
25,406
1,818
72,065
81,895
(787)
153,173
83,516
131,157
10,909
26
Real estate, at cost
3,131,377
2,308,486
419,193
11,524
89,158
2,349,905
2,402,577
429,995
3,154,116
2,357,713
363,333
176,786
87,495
2,559,395
2,683,947
275,173
17.Commitments and Contingencies
Insurance
We maintain general liability insurance with limits of $150.0 million per occurrence and in the aggregate, and property and rental value insurance coverage with limits of $1.0 billion per occurrence, with sub-limits for certain perils such as floods and earthquakes on each of our properties. We also maintain coverage, through our wholly owned captive insurance subsidiary, for a portion of the first loss on the above limits and for both conventional terrorist acts and for nuclear, biological, chemical or radiological terrorism events with limits of $2.0 billion per occurrence. These policies are partially reinsured by third-party insurance providers.
We will continue to monitor the state of the insurance market, and the scope and costs of coverage for acts of terrorism. We cannot anticipate what coverage will be available on commercially reasonable terms in the future. We are responsible for deductibles and losses in excess of the insurance coverage, which could be material.
Our debt, consisting of mortgage loans secured by our properties, a revolving credit facility and term loans, contains customary covenants requiring adequate insurance coverage. Although we believe that we currently have adequate insurance coverage, we may not be able to obtain an equivalent amount of coverage at a reasonable cost in the future. If lenders insist on greater coverage than we are able to obtain, it could adversely affect our ability to finance or refinance our properties.
Construction Commitments
As of September 30, 2024, we had an asset under construction that, based on our current plans and estimates, requires an additional $51.1 million to complete, which we anticipate will be primarily expended over the next year. These capital expenditures are generally due as the work is performed, and we expect to finance them with debt proceeds.
Environmental Matters
Most of our assets have been subject, at some point, to environmental assessments that are intended to evaluate the environmental condition of the subject and surrounding assets. These environmental assessments generally have included a historical review, a public records review, a visual inspection of the site and surrounding assets, visual or historical evidence of underground storage tanks and other features, and the preparation and issuance of a written report. Soil, soil vapor and/or groundwater subsurface testing is conducted at our assets, when necessary, to further investigate any issues raised by the initial assessment that could reasonably be expected to pose a material concern to the property or result in us incurring material environmental liabilities as a result of redevelopment. The tests may not, however, have included extensive sampling or subsurface investigations. In each case where the environmental assessments have identified conditions requiring remedial actions required by law, we have initiated appropriate actions. The environmental assessments have not revealed any material environmental contamination that we believe would have a material adverse effect on our overall business, financial condition or results of operations, or that have not been anticipated and remediated during site
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redevelopment as required by law. Nevertheless, there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites or changes in cleanup requirements would not result in significant cost to us. Environmental liabilities totaled $17.5 million and $17.6 million as of September 30, 2024 and December 31, 2023, and are included in "Other liabilities, net" in our balance sheets.
In November 2023, the District of Columbia filed a lawsuit in the Superior Court of the District of Columbia alleging violations of its antitrust laws by RealPage, Inc., a seller of revenue management software products, and a number of large apartment community owners and operators, including JBG Associates, L.L.C., one of our subsidiaries. The lawsuit alleges collusion among the defendants to illegally fix and inflate the pricing of multifamily rents and seeks monetary damages, attorneys’ fees and costs, and injunctive relief. We believe there are defenses, both factual and legal, to the allegations in this proceeding, and we plan to vigorously defend the litigation. At this stage in the proceeding, it is not possible to predict any outcome or estimate the amount of loss, if any, which could be associated with any adverse decision. While we do not believe that these proceedings will have a material adverse effect on our financial condition, we cannot give assurance that the proceedings will not have a material effect on our results of operations or cash flows in the event of a negative outcome.
There are various other legal actions against us in the ordinary course of business. In our opinion, the outcome of such matters will not have a material adverse effect on our financial condition, results of operations or cash flows.
As of September 30, 2024, we had committed tenant-related obligations totaling $43.3 million ($43.2 million related to our consolidated entities and $126,000 related to our unconsolidated real estate ventures at our share). The timing and amounts of payments for tenant-related obligations are uncertain and may only be due upon satisfactory performance of certain conditions.
From time to time, we (or ventures in which we have an ownership interest) have agreed, and may in the future agree with respect to unconsolidated real estate ventures, to (i) guarantee portions of the principal, interest and other amounts in connection with borrowings, (ii) provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) in connection with borrowings, or (iii) provide guarantees to lenders and other third parties for the completion of development projects. We customarily have agreements with our outside venture partners whereby the partners agree to reimburse the real estate venture or us for their share of any payments made under certain of these guarantees. At times, we also have agreements with certain of our outside venture partners whereby we agree to either indemnify the partners and/or the associated ventures with respect to certain contingent liabilities associated with operating assets or to reimburse our partner for its share of any payments made by them under certain guarantees. Guarantees (excluding environmental) customarily terminate either upon the satisfaction of specified circumstances or repayment of the underlying debt. Amounts that we may be required to pay in future periods in relation to guarantees associated with budget overruns or operating losses are not estimable.
As of September 30, 2024, we had additional capital commitments and certain recorded guarantees to our unconsolidated real estate ventures and other investments totaling $57.4 million. As of September 30, 2024, we had no debt principal payment guarantees related to our unconsolidated real estate ventures.
Additionally, with respect to borrowings of our consolidated entities, we may agree to (i) guarantee portions of the principal, interest and other amounts, (ii) provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) or (iii) provide guarantees to lenders, tenants and other third parties for the completion of development projects. As of September 30, 2024, we had no debt principal payment guarantees related to our consolidated real estate assets.
In connection with the Formation Transaction, we have an agreement with Vornado regarding tax matters (the "Tax Matters Agreement") that provides special rules that allocate tax liabilities if the distribution of JBG SMITH shares by Vornado, together with certain related transactions, is determined not to be tax-free. Under the Tax Matters Agreement, we may be required to indemnify Vornado against any taxes and related amounts and costs resulting from a violation by us of the Tax Matters Agreement.
18.Transactions with Related Parties
Our third-party asset management and real estate services business provides fee-based real estate services to the JBG Legacy Funds and other third parties. In connection with the contribution to us of certain assets formerly owned by the JBG Legacy Funds as part of the Formation Transaction, the general partner and managing member interests in the JBG Legacy Funds that were held by certain former JBG executives (and who became members of our management team and/or Board of Trustees) were not transferred to us and remain under the control of these individuals. In addition, certain members of our senior management team and Board of Trustees have ownership interests in the JBG Legacy Funds, and own carried interests in each fund and in certain of our real estate ventures that entitle them to receive cash payments if the fund or real estate venture achieves certain return thresholds.
During the second quarter of 2024, we combined our existing impact investing activities, including the Washington Housing Initiative ("WHI") formed with the Federal City Council in 2018, with the newly formed LEO Impact Capital ("LEO"), our workforce housing investment management platform. LEO aims to acquire, operate and preserve middle-income housing in rapidly growing neighborhoods vulnerable to rising housing costs. The WHI Impact Pool completed fundraising in 2020 with capital commitments totaling $114.4 million, which included a commitment from us of $11.2 million. As of September 30, 2024, our remaining unfunded commitment was $2.9 million.
The third-party real estate services revenue, including expense reimbursements, from the JBG Legacy Funds and the WHI Impact Pool and its affiliates was $3.2 million and $10.3 million for the three and nine months ended September 30, 2024, and $4.8 million and $15.7 million for the three and nine months ended September 30, 2023. As of September 30, 2024 and December 31, 2023, we had receivables from the JBG Legacy Funds and the WHI Impact Pool and its affiliates totaling $2.3 million and $3.5 million for such services.
Commencing in March 2023, in connection with the sale of an 80.0% interest in 4747 Bethesda Avenue in 2023, we leased our corporate offices from an unconsolidated real estate venture and incurred $1.3 million and $4.1 million of rent expense for the three and nine months ended September 30, 2024, and $1.6 million and $3.4 million of rent expense for the three and nine months ended September 30, 2023, which was included in "General and administrative expense" in our statements of operations.
We have agreements with Building Maintenance Services ("BMS"), an entity in which we have a minor preferred interest, to supervise cleaning, engineering and security services at our properties. We paid BMS $2.5 million and $7.2 million for the three and nine months ended September 30, 2024, and $2.3 million and $7.0 million for the three and nine months ended September 30, 2023, which was included in "Property operating expenses" in our statements of operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Certain statements contained herein 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 future performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as "approximates," "believes," "expects," "anticipates," "estimates," "intends," "plans," "would," "may" or other similar expressions in this Quarterly Report on Form 10-Q. 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. For further discussion of factors that could materially affect the outcome of our forward-looking statements, see "Risk Factors" in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission on February 20, 2024 ("Annual Report") and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Quarterly Report on Form 10-Q and our Annual Report.
For these forward-looking 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, which speak only as of the date of this Quarterly Report on Form 10-Q. 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 of this Quarterly Report on Form 10-Q.
Organization and Basis of Presentation
Substantially all our assets are held by, and our operations are conducted through, JBG SMITH Properties LP ("JBG SMITH LP"), our operating partnership. JBG SMITH is referred to herein as "we," "us," "our" or other similar terms. References to "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 (the "Fortress Assets") and (iii) 49.0% interest in three commercial buildings (the "L'Enfant Plaza Assets"), 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.
References to our financial statements refer to our unaudited condensed consolidated financial statements as of September 30, 2024 and December 31, 2023, and for the three and nine months ended September 30, 2024 and 2023. References to our balance sheets refer to our condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023. References to our statements of operations refer to our condensed consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023. References to our statements of cash flows refer to our condensed consolidated statements of cash flows for the nine months ended September 30, 2024 and 2023.
The accompanying financial statements and notes are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"), which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates.
We aggregate our operating segments into three reportable segments (multifamily, commercial, and third-party asset management and real estate services) based on the economic characteristics and nature of our assets and services.
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Our revenues and expenses are, to some extent, subject to seasonality during the year, which impacts quarterly net earnings, cash flows and funds from operations; this seasonality affects the sequential comparison of our results in individual quarters over time. For instance, we have historically experienced higher utility costs in the first and third quarters of the year.
We compete with many property owners and developers. Our success depends upon, among other factors, trends affecting national and local economies, the financial condition and operating results of current and prospective tenants, the availability and cost of capital, interest rates, construction and renovation costs, taxes, governmental regulations and legislation, population trends, zoning laws, and our ability to lease, sublease or sell our assets at profitable levels. Our success is also subject to our ability to refinance existing debt on acceptable terms as it comes due.
Overview
We continue to implement our comprehensive plan to reposition our holdings in the National Landing submarket in Northern Virginia by executing a broad array of placemaking strategies. Our placemaking includes the delivery of new multifamily and office developments, locally sourced amenity retail, and thoughtful improvements to the streetscape, sidewalks, parks and other outdoor gathering spaces. In keeping with our dedication to placemaking, each new project is intended to contribute to authentic and distinct neighborhoods by creating a vibrant street environment with robust retail offerings and other amenities, including improved public spaces. To that end, we saw the delivery of two placemaking projects, Water Park and Surreal in 2023. In the second quarter of 2024, we delivered The Grace and Reva, formerly known collectively as 1900 Crystal Drive, with 808 units and approximately 38,000 square feet of retail space. Additionally, the digital infrastructure investments we are making are advancing our efforts to make National Landing among the first 5G-operable submarkets in the nation.
Outlook
A fundamental component of our strategy to maximize long-term net asset value ("NAV") per share is active capital allocation. We evaluate development, acquisition, disposition, share repurchases and other investment decisions based on how they may impact long-term NAV per share. We intend to continue to opportunistically sell or recapitalize assets as well as land sites where a ground lease or joint venture execution may represent the most attractive path to maximizing value. Successful execution of our capital allocation strategy enables us to source capital at NAV from the disposition of assets generating low cash yields and invest those proceeds in new acquisitions with higher cash yields and growth, development projects with significant yield spreads and profit potential, and share repurchases. Consequently, at any given time, we expect to be in various stages of discussions and negotiations with potential buyers, real estate venture partners, ground lessors and other counterparties with respect to sales, joint ventures and/or ground leases for certain of our assets, including portfolios thereof. These discussions and negotiations may or may not lead to definitive documentation or closed transactions. While current market conditions have significantly slowed down the pace of asset sales, we anticipate redeploying the proceeds from any sales will not only help fund our planned growth but will also further advance the strategic shift of our portfolio to majority multifamily.
Our in-service multifamily portfolio, which refers to operating assets that are at or above 90% leased or have been operating and collecting rent for more than 12 months as of September 30, 2024, was 95.7% occupied as of September 30, 2024, an increase of 140 basis points as compared to June 30, 2024. During the third quarter of 2024, we increased effective rents, which represent the average change in rental rates versus expiring rental rates net of concessions, by 4.5% for new leases and 6.1% upon renewal while achieving a 60.0% renewal rate across our portfolio. Our recently delivered assets, The Grace and Reva, began leasing in January 2024 with move-ins commencing in February 2024 and delivery of all remaining units in the second quarter of 2024, with 64.7% and 56.8% leased as of September 30, 2024. We continue to advance our under-construction multifamily asset in National Landing, 2000/2001 South Bell Street (Valen and The Zoe), with 775 units
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expected to deliver in the third quarter of 2025. We expect that interest expense will increase as we deliver our under-construction assets and cease capitalizing interest on those assets.
Our office portfolio occupancy as of September 30, 2024 of 79.1% decreased by 150 basis points as compared to June 30, 2024. Although the office market continues to experience headwinds with companies continuing to challenge their space needs, we have seen some favorable trends in leasing activity and companies asking employees to return to the office. We anticipate approximately 475,000 square feet (approximately $21.5 million of annualized rent) will be vacated in National Landing, of which approximately two thirds will occur in the fourth quarter of 2024 and the remainder in the first half of 2025. Our efforts to re-lease certain spaces will be targeted toward buildings with long-term viability where we can concentrate occupancy, and we intend to take some of our other buildings out of service. In addition to 1800 South Bell Street, which we took out of service in the first quarter of 2024, we took 2100 Crystal Drive out of service when Amazon vacated in the second quarter of 2024. We are also phasing 2200 Crystal Drive out of service as leases expire. With the objective of ultimately reducing our competitive office inventory in National Landing, we expect to repurpose these older, obsolete and under-leased buildings for redevelopment, conversion to multifamily, hospitality or another specialty use.
We continue to advance the design and entitlement of our 11.4 million square feet (9.3 million square feet at our share) of estimated potential development density in our development pipeline and intend to look to source joint venture capital as a means of funding these developments as market conditions permit.
Operating Results
Key highlights for the three and nine months ended September 30, 2024 included:
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Additionally, investing and financing activity during the nine months ended September 30, 2024 included:
Activity subsequent to September 30, 2024 included:
Critical Accounting Estimates
Our Annual Report contains a description of our critical accounting estimates, including asset acquisitions, real estate, investments in real estate ventures and revenue recognition. There have been no significant changes to our policies during the nine months ended September 30, 2024.
See Note 2 to the financial statements for a description of recent accounting pronouncements.
Results of Operations
During the nine months ended September 30, 2024, we sold North End Retail and Fort Totten Square. In 2023, we sold an 80.0% interest in 4747 Bethesda Avenue to an unconsolidated real estate venture, and we sold Falkland Chase-South & West and Falkland Chase-North ("Falkland Chase"), 5 M Street Southwest, Crystal City Marriott and Capital Point-North-75 New York Avenue. We collectively refer to these assets as the "Disposed Properties" in the discussion below. Additionally, during the first quarter of 2024, we began leasing The Grace and Reva.
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Comparison of the Three Months Ended September 30, 2024 to 2023
The following summarizes certain line items from our statements of operations that we believe are important in understanding our operations and/or those items which significantly changed in the three months ended September 30, 2024 compared to the same period in 2023:
% Change
(Dollars in thousands)
(5.8)
%
(28.7)
(0.4)
Property operating expense
4.4
Real estate taxes expense
(18.0)
5.6
(24.8)
26.4
(690.7)
(100.0)
Property rental revenue decreased by approximately $6.9 million, or 5.8%, to $113.3 million in 2024 from $120.3 million in 2023. The decrease was primarily due to a $9.8 million decrease in revenue from our commercial assets, partially offset by a $2.2 million increase in revenue from our multifamily assets and a $697,000 increase in other revenue. The decrease in revenue from our commercial assets was primarily due to a $4.6 million decrease related to 1800 South Bell Street and 2100 Crystal Drive, which were taken out of service during 2024, a $1.8 million decrease related to the Disposed Properties and lower occupancy across the portfolio. The increase in revenue from our multifamily assets was primarily due to a $3.6 million increase related to The Grace and Reva, and higher rents and lower concessions across the portfolio, partially offset by a $2.7 million decrease related to the Disposed Properties.
Third-party real estate services revenue, including reimbursements, decreased by approximately $6.9 million, or 28.7%, to $17.1 million in 2024 from $23.9 million in 2023. The decrease was primarily due to a $4.0 million decrease in development fees related to the timing of development projects, a $2.3 million decrease in reimbursement revenue and an $845,000 decrease in property management fees.
Depreciation and amortization expense decreased by approximately $215,000, or 0.4%, to $50.1 million in 2024 from $50.3 million in 2023. The decrease was primarily due to (i) a $2.2 million decrease related to 1800 South Bell Street, which was taken out of service during the first quarter of 2024, (ii) a $1.6 million decrease related to the Disposed Properties and (iii) a $1.6 million decrease related to 800 North Glebe Road and 2011 Crystal Drive due to the disposal of assets for tenant terminations in the first quarter of 2024. The decrease in depreciation and amortization expense was partially offset by (iv) a $4.6 million increase related to The Grace and Reva.
Property operating expense increased by approximately $1.7 million, or 4.4%, to $39.3 million in 2024 from $37.6 million in 2023. The increase was primarily due to a $1.1 million increase in property operating expense from our multifamily assets and a $907,000 increase in other property operating expense, partially offset by a $308,000 decrease in property operating expense from our commercial assets. The increase in property operating expense from our multifamily assets was primarily due to a $1.8 million increase related to The Grace and Reva and higher operating expenses due to higher compensation expenses across the portfolio, partially offset by a $966,000 decrease related to the Disposed Properties. The increase in other property operating expense was primarily due to a $1.2 million increase in insurance claims covered by our captive insurance subsidiary. The decrease in property operating expense from our commercial assets was primarily due to a $711,000 decrease related to 1800 South Bell Street and 2100 Crystal Drive, which were taken out of service during 2024, a $642,000 decrease related to the Disposed Properties and lower operating expenses due to lower occupancy across the portfolio, partially offset by a $1.1 million increase in expenses related to 1550 Crystal Drive due to the phasing in of Water Park.
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Real estate taxes expense decreased by approximately $2.6 million, or 18.0%, to $11.8 million in 2024 from $14.4 million in 2023. The decrease was primarily due to (i) a $1.6 million real estate tax refund as a result of successful appeals related to 2101 L Street, (ii) a $570,000 decrease related to the Disposed Properties and (iii) lower assessments across the portfolio, partially offset by (iv) an $836,000 increase related to The Grace and Reva.
General and administrative expense: corporate and other increased by approximately $635,000, or 5.6%, to $11.9 million in 2024 from $11.2 million in 2023. The increase was primarily due to higher compensation expenses, partially offset by an increase in capitalized payroll.
General and administrative expense: third-party real estate services decreased by approximately $5.3 million, or 24.8%, to $16.1 million in 2024 from $21.4 million in 2023. The decrease was primarily due to lower compensation expenses and lower third-party reimbursable expenses.
Interest expense increased by approximately $7.4 million, or 26.4%, to $35.3 million in 2024 from $27.9 million in 2023. The increase in interest expense was primarily due to (i) a $5.1 million net increase due to higher outstanding debt, (ii) a $3.3 million decrease in capitalized interest as we placed The Grace and Reva into service and (iii) an $823,000 increase related to rising interest rates on variable rate mortgage loans. The increase in interest expense was partially offset by (iv) a $1.7 million decrease related to the mark-to-market associated with our non-designated derivatives primarily due to their maturity.
Loss on the sale of real estate of $5.4 million in 2024 was due to the sale of Fort Totten Square. Gain on the sale of real estate of $906,000 in 2023 was primarily due to the sale of Falkland Chase.
Impairment loss of $59.3 million in 2023 was related to 2101 L Street, 2100 Crystal Drive and a development parcel, which were written down to their estimated fair value.
Comparison of the Nine Months Ended September 30, 2024 to 2023
The following summarizes certain line items from our statements of operations that we believe are important in understanding our operations and/or those items which significantly changed in the nine months ended September 30, 2024 compared to the same period in 2023:
(4.5)
3.5
1.5
(9.2)
3.3
(15.2)
20.9
(112.2)
(69.3)
Property rental revenue decreased by approximately $16.4 million, or 4.5%, to $348.5 million in 2024 from $364.9 million in 2023. The decrease was primarily due to a $32.8 million decrease in revenue from our commercial assets, partially offset by an $11.9 million increase in other revenue and a $4.5 million increase in revenue from our multifamily assets. The decrease in revenue from our commercial assets was primarily due to a $10.7 million decrease related to 1800 South Bell Street and 2100 Crystal Drive, which were taken out of service during 2024, an $8.4 million decrease related to the Disposed Properties and lower occupancy across the portfolio. The increase in other revenue was primarily due to $10.4 million in lease termination revenue. The increase in revenue from our multifamily assets was primarily due to a $4.9 million increase related to The Grace and Reva, and higher rents and lower concessions across the portfolio, partially offset by an $8.1 million decrease related to the Disposed Properties.
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Third-party real estate services revenue, including reimbursements, decreased by approximately $17.3 million, or 24.8%, to $52.3 million in 2024 from $69.6 million in 2023. The decrease was primarily due to an $8.1 million decrease in development fees related to the timing of development projects, a $6.0 million decrease in reimbursement revenue and a $2.6 million decrease in property management fees.
Depreciation and amortization expense increased by approximately $5.3 million, or 3.5%, to $158.2 million in 2024 from $152.9 million in 2023. The increase was primarily due to (i) an $11.1 million increase related to The Grace and Reva, (ii) a $6.9 million increase related to 2100 Crystal Drive due to the acceleration of depreciation of certain assets as the building was taken out of service in the second quarter of 2024, (iii) a $2.7 million increase related to various National Landing assets primarily due to placing Water Park and Surreal into service and (iv) a $2.1 million increase related to Crystal City Shops at 2100 due to the acceleration of depreciation. The increase in depreciation and amortization expense was partially offset by (v) a $6.5 million decrease related to the Disposed Properties, (vi) a $6.5 million decrease related to 1800 South Bell Street, which was taken out of service during the first quarter of 2024 and (vii) a $3.3 million decrease related to 8001 Woodmont due to the amortization of acquired in-place lease intangibles in 2023.
Property operating expense increased by approximately $1.7 million, or 1.5%, to $110.8 million in 2024 to $109.1 million in 2023. The increase was primarily due to a $3.4 million increase in other property operating expense and a $1.5 million increase in property operating expense from our multifamily assets, partially offset by a $3.3 million decrease in property operating expense from our commercial assets. The increase in other property operating expense was primarily due to a $3.0 million increase in insurance claims covered by our captive insurance subsidiary. The increase in property operating expense from our multifamily assets was primarily due to a $3.8 million increase related to The Grace and Reva, and higher operating expenses due to higher compensation expenses across the portfolio, partially offset by a $2.3 million decrease related to the Disposed Properties. The decrease in property operating expense from our commercial assets was primarily due to a $2.5 million decrease related to the Disposed Properties, a $1.9 million decrease related to 1800 South Bell Street and 2100 Crystal Drive, which were taken out of service during 2024, and lower operating expenses due to lower repair and maintenance expenses and marketing expenses across the portfolio, partially offset by a $2.4 million increase in expenses related to 1550 Crystal Drive due to the phasing in of Water Park.
Real estate taxes expense decreased by approximately $4.1 million, or 9.2%, to $40.0 million in 2024 from $44.1 million in 2023. The decrease was primarily due to (i) a $2.3 million decrease related to the Disposed Properties, (ii) a $1.6 million real estate tax refund as a result of successful appeals related to 2101 L Street and (iii) lower assessments across the portfolio, partially offset by (iv) a $2.2 million increase related to The Grace and Reva.
General and administrative expense: corporate and other increased by approximately $1.4 million, or 3.3%, to $43.9 million in 2024 from $42.5 million in 2023. The increase was primarily due to a decrease in capitalized payroll and higher compensation expenses.
General and administrative expense: third-party real estate services decreased by approximately $10.3 million, or 15.2%, to $57.1 million in 2024 from $67.3 million in 2023. The decrease was primarily due to lower third-party reimbursable expenses and lower compensation expenses.
Interest expense increased by approximately $16.8 million, or 20.9%, to $97.4 million in 2024 from $80.6 million in 2023. The increase in interest expense was primarily due to (i) a $17.0 million net increase due to higher outstanding debt, (ii) a $6.8 million increase related to rising interest rates on variable rate mortgage loans and (iii) a $6.7 million decrease in capitalized interest as we placed The Grace and Reva into service. The increase in interest expense was partially offset by (iv) a $7.3 million decrease related to the mark-to-market associated with our non-designated derivatives primarily due to their maturity, (v) a $4.9 million decrease related to mortgage loans collateralized by 800 North Glebe Road, 2121 Crystal Drive, Falkland Chase, 201 12th Street S., 200 12th Street S. and 251 18th Street S., which were repaid during 2023 and 2024, and (vi) a $2.1 million decrease related to the Disposed Properties, excluding Falkland Chase.
Loss on the sale of real estate of $5.1 million in 2024 was primarily due to the sale of North End Retail and Fort Totten Square, partially offset by the recognition of previously recorded contingent liabilities, which were relieved in connection with the sale of Central Place Tower by one of our unconsolidated real estate ventures. Gain on the sale of real estate of $41.6 million in 2023 was primarily due to the sale of 4747 Bethesda Avenue and Falkland Chase.
Impairment loss of $18.2 million in 2024 was related to two development parcels, which were written down to their estimated fair value. Impairment loss of $59.3 million in 2023 was related to 2101 L Street, 2100 Crystal Drive and a development parcel, which were written down to their estimated fair value.
FFO
FFO is a non-GAAP financial measure computed in accordance with the definition established by the National Association of Real Estate Investment Trusts ("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 (losses) from the sale of certain real estate assets, gains (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.
We believe FFO is a meaningful non-GAAP financial measure useful in comparing our levered operating performance from period-to-period and as compared to similar real estate companies because FFO excludes 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 does not represent cash generated from operating activities and is 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 may not be comparable to similarly titled measures used by other companies.
The following is the reconciliation of net loss attributable to common shareholders, the most directly comparable GAAP measure, to FFO:
(Gain) loss on the sale of real estate, net of tax
5,352
(906)
3,854
Gain on the sale of unconsolidated real estate assets
(641)
(480)
Real estate depreciation and amortization
48,385
48,568
153,203
147,681
Real estate impairment loss
Impairment related to unconsolidated real estate ventures (1)
3,319
Pro rata share of real estate depreciation and amortization from unconsolidated real estate ventures
796
2,984
3,086
8,855
FFO attributable to noncontrolling interests
FFO attributable to common limited partnership units ("OP Units")
23,224
46,698
52,750
123,573
FFO attributable to redeemable noncontrolling interests
(3,725)
(6,600)
(8,238)
(17,050)
FFO attributable to common shareholders
19,499
40,098
44,512
106,523
NOI and Same Store NOI
NOI is a non-GAAP financial measure 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
37
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.
Information provided on a same store basis includes the results of properties that are owned, operated and in-service for the entirety of both periods being compared, which excludes disposed properties or properties for which significant redevelopment, renovation or repositioning occurred during either of the periods being compared. During the three months ended September 30, 2024, our same store pool decreased to 39 properties from 40 properties due to the sale of Fort Totten Square. During the nine months ended September 30, 2024, our same store pool decreased to 39 properties from 42 properties due to (i) the sale of North End Retail, Fort Totten Square and Central Place Tower, (ii) the exclusion of 1800 South Bell Street and 2100 Crystal Drive, which were taken out of service, and (iii) the inclusion of 8001 Woodmont and 1831/1861 Wiehle Avenue as they were in service for the entirety of the comparable periods. While there is judgment surrounding changes in designations, a property is removed from the same store pool when the property is considered to be under-construction because it is undergoing significant redevelopment or renovation pursuant to a formal plan or is being repositioned in the market and such renovation or repositioning is expected to have a significant impact on property NOI. A development property or under-construction property is moved to the same store pool once a substantial portion of the growth expected from the development or redevelopment is reflected in both the current and comparable prior year period. Acquisitions are moved into the same store pool once we have owned the property for the entirety of the comparable periods and the property is not under significant development or redevelopment.
Same store NOI increased $331,000, or 0.5%, to $68.6 million for the three months ended September 30, 2024 from $68.3 million for the same period in 2023. The increase for the three months ended September 30, 2024 was substantially attributable to (i) higher rents and occupancy and lower concessions, partially offset by higher operating expenses in our multifamily portfolio, and (ii) lower occupancy and recovery revenue in our commercial portfolio, partially offset by lower real estate taxes. Same store NOI increased $8.5 million, or 4.2%, to $211.6 million for the nine months ended September 30, 2024 from $203.1 million for the same period in 2023. The increase for the nine months ended September 30, 2024 was substantially attributable to (i) higher rents and occupancy and lower concessions, partially offset by higher operating expenses in our multifamily portfolio, and (ii) lower real estate taxes and non-reimbursable operating expenses, partially offset by lower occupancy in our commercial portfolio.
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The following is the reconciliation of net loss attributable to common shareholders to NOI and same store NOI:
NOI attributable to unconsolidated real estate ventures at our share
1,292
5,374
14,977
Non-cash rent adjustments (1)
(3,817)
(5,226)
(7,756)
(19,914)
Other adjustments (2)
5,793
5,803
16,486
17,820
Total adjustments
3,268
5,951
14,236
12,883
NOI
68,336
78,866
211,427
238,465
Less: out-of-service NOI loss (3)
(2,261)
(995)
(7,632)
(2,606)
Operating Portfolio NOI
70,597
79,861
219,059
241,071
Non-same store NOI (4)
2,012
11,607
7,466
37,961
Same store NOI (5)
68,585
68,254
211,593
203,110
Change in same store NOI
0.5%
4.2%
Number of properties in same store pool
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Reportable Segments
We review operating and financial data for each property on an individual basis; therefore, each of our individual properties is a separate operating segment. We define our reportable segments to be aligned with our method of internal reporting and the way our Chief Executive Officer, who is also our Chief Operating Decision Maker ("CODM"), makes key operating decisions, evaluates financial results, allocates resources and manages our business. Accordingly, we aggregate our operating segments into three reportable segments (multifamily, commercial, and third-party asset management and real estate services) based on the economic characteristics and nature of our assets and services.
The CODM measures and evaluates the performance of our operating segments, with the exception of the third-party asset management and real estate services business, based on the NOI of properties within each segment.
With respect to the third-party asset management and real estate services business, the CODM reviews revenue streams generated by this segment ("Third-party real estate services, including reimbursements"), as well as the expenses attributable to the segment ("General and administrative: third-party real estate services"), which are both disclosed separately in our statements of operations. The following represents the components of revenue from our third-party asset management and real estate services business:
See discussion of third-party real estate services revenue, including reimbursements, and third-party real estate services expenses for the three and nine months ended September 30, 2024 in the preceding pages under "Results of Operations."
Consistent with internal reporting presented to our CODM and our definition of NOI, the third-party asset management and real estate services operating results are excluded from the NOI data below. Property revenue is calculated as property rental revenue plus parking revenue. Property expense is calculated as property operating expenses plus real estate taxes. Consolidated NOI is calculated as property revenue less property expense. See Note 16 to the financial statements for the reconciliation of net loss attributable to common shareholders to consolidated NOI for the three and nine months ended September 30, 2024 and 2023.
The following is a summary of NOI by segment:
Property revenue: (1)
Other (2)
Property expense: (3)
Consolidated NOI:
Multifamily: Property revenue increased by $2.2 million, or 4.1%, to $54.9 million in 2024 from $52.7 million in 2023. Consolidated NOI increased by $835,000, or 3.0%, to $28.6 million in 2024 from $27.7 million in 2023. The increases in property revenue and consolidated NOI were primarily due to The Grace and Reva, which we began leasing during the first quarter of 2024, and higher rents and lower concessions across the portfolio, partially offset by a decrease related to the Disposed Properties.
Commercial: Property revenue decreased by $10.4 million, or 15.3%, to $57.8 million in 2024 from $68.3 million in 2023. Consolidated NOI decreased by $6.6 million, or 16.1%, to $34.5 million in 2024 from $41.2 million in 2023. The decreases in property revenue and consolidated NOI were primarily due to 1800 South Bell Street and 2100 Crystal Drive, which were taken out of service during 2024, the Disposed Properties, and lower occupancy across the portfolio.
Multifamily: Property revenue increased by $4.4 million, or 2.8%, to $159.9 million in 2024 from $155.6 million in 2023. Consolidated NOI increased by $1.5 million, or 1.8%, to $85.0 million in 2024 from $83.5 million in 2023. The increases in property revenue and consolidated NOI were primarily due to The Grace and Reva, which we began leasing during the first quarter of 2024, and higher rents and lower concessions across the portfolio, partially offset by a decrease related to the Disposed Properties.
Commercial: Property revenue decreased by $34.5 million, or 16.2%, to $178.5 million in 2024 from $213.1 million in 2023. Consolidated NOI decreased by $25.4 million, or 19.3%, to $105.8 million in 2024 from $131.2 million in 2023. The decreases in property revenue and consolidated NOI were primarily due to the Disposed Properties, 1800 South Bell Street and 2100 Crystal Drive, which were taken out of service during 2024, and lower occupancy across the portfolio.
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Liquidity and Capital Resources
Property rental income is our primary source of operating cash flow and depends on many factors including occupancy levels and rental rates, as well as our tenants' ability to pay rent. In addition, our third-party asset management and real estate services business provides fee-based real estate services to the JBG Legacy Funds and other third parties. Our assets provide a relatively consistent level of cash flow that enables us to pay operating expenses, debt service, recurring capital expenditures, dividends to shareholders, and distributions to holders of OP Units and long-term incentive partnership units ("LTIP Units"). Other sources of liquidity to fund cash requirements include proceeds from financings, recapitalizations, asset sales, and the issuance and sale of securities. We anticipate that cash flows from continuing operations and proceeds from financings, asset sales and recapitalizations, together with existing cash balances, will be adequate to fund our business operations, debt amortization, capital expenditures, any dividends to shareholders, and distributions to holders of OP Units and LTIP Units over the next 12 months.
Unamortized deferred financing costs and premium/discount, net
As of September 30, 2024 and December 31, 2023, we had various interest rate swap and cap agreements on certain mortgage loans with an aggregate notional value of $1.7 billion. See Note 15 to the financial statements for additional information.
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Purchases under the program are made either in the open market or in privately negotiated transactions from time to time as permitted by federal securities laws and other legal requirements. The timing, manner, price and amount of any repurchases will be determined by us at our discretion and will be subject to economic and market conditions, share price, applicable legal requirements and other factors. The program may be suspended or discontinued at our discretion without prior notice.
Material Cash Requirements
Our material cash requirements for the next 12 months and beyond are to fund:
We expect to satisfy these needs using one or more of the following:
During the nine months ended September 30, 2024, there were no significant changes to the material cash requirements information presented in Item 7 of Part II of our Annual Report.
See additional information in the following pages under "Commitments and Contingencies."
Summary of Cash Flows
The following summary discussion of our cash flows is based on our statements of cash flows and is not meant to be an all-inclusive discussion of the changes in our cash flows:
Cash Flows for the Nine Months Ended September 30, 2024
Cash and cash equivalents, and restricted cash decreased $30.3 million to $170.1 million as of September 30, 2024, compared to $200.4 million as of December 31, 2023. This decrease resulted from $199.9 million of net cash used in financing activities, partially offset by $87.2 million of net cash provided by operating activities and $82.4 million of net cash provided by investing activities. Our outstanding debt was $2.6 billion as of September 30, 2024 and December 31, 2023.
Net cash provided by operating activities of $87.2 million comprised: (i) $99.3 million of net income (before $201.2 million of non-cash items and a $5.1 million loss on the sale of real estate), (ii) $1.7 million of return on capital from unconsolidated real estate ventures and (iii) $13.8 million of net change in operating assets and liabilities. Non-cash income adjustments of $201.2 million primarily include depreciation and amortization expense, share-based compensation expense, impairment loss, deferred rent and amortization of lease incentives.
Net cash provided by investing activities of $82.4 million primarily comprised: (i) $163.9 million of distributions of capital from unconsolidated real estate ventures and other investments primarily related to the sale of Central Place Tower by one of our unconsolidated real estate ventures, and (ii) $97.0 million of proceeds from the sale of real estate, partially offset by (iii) $172.1 million of development costs, construction in progress and real estate additions.
Net cash used in financing activities of $199.9 million primarily comprised: (i) $195.0 million of repayments on the revolving credit facility, (ii) $168.4 million of common shares repurchased, (iii) $85.7 million of repayments of mortgage loans, (iv) $47.2 million of dividends paid to common shareholders, (v) $26.6 million paid for the acquisition of
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noncontrolling interests and (vi) $8.7 million of distributions to our redeemable noncontrolling interests, partially offset by (vii) $223.0 million of borrowings under the revolving credit facility and (viii) $112.6 million of borrowings under mortgage loans.
Unconsolidated Real Estate Ventures
We consolidate entities in which we have a controlling interest or are the primary beneficiary in a variable interest entity. From time to time, we may have off-balance-sheet unconsolidated real estate ventures and other unconsolidated arrangements with varying structures.
As of September 30, 2024, we had investments in unconsolidated real estate ventures totaling $100.7 million. For these investments, we exercise significant influence over but do not control these entities and, therefore, account for these investments using the equity method of accounting. For a more complete description of our real estate ventures, see Note 4 to the financial statements.
Commitments and Contingencies
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With respect to borrowings of our consolidated entities, we may agree to (i) guarantee portions of the principal, interest and other amounts, (ii) provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) or (iii) provide guarantees to lenders, tenants and other third parties for the completion of development projects. As of September 30, 2024, we had no debt principal payment guarantees related to our consolidated real estate assets.
Under various federal, state and local laws, ordinances and regulations, a current or former owner or operator of real estate may be liable for conducting or paying for the costs of the investigation, removal or remediation of certain hazardous or toxic substances on that real estate. These laws often impose such liability without regard to whether the owner knew of, or was responsible for, the presence of hazardous or toxic substances, and the liability may be joint and several. The costs of remediation or removal of these substances may be substantial and could exceed the value of the property, and the presence of these substances, or the failure to promptly remediate these substances, may adversely affect the owner's ability to sell or develop the real estate or to borrow using the real estate as collateral. In connection with the ownership and operation of our current and former assets, we may be potentially liable for these costs. The operations of current and former tenants at our assets have involved, or may have involved, the use of hazardous substances or generated hazardous wastes, and indemnities in our lease agreements may not fully protect us from liability, if, for example, a tenant responsible for environmental noncompliance or contamination becomes insolvent. The release of these hazardous substances and wastes could result in us incurring liabilities to remediate any resulting contamination. The presence of contamination or the failure to remediate contamination at our properties may (i) expose us to third-party liability (e.g., for cleanup costs, natural resource damages, bodily injury or property damage), (ii) subject our properties to liens in favor of the government for
damages and costs the government incurs in connection with the contamination, (iii) impose restrictions on the manner in which a property may be used or businesses may be operated, or (iv) materially adversely affect our ability to sell, lease or develop the real estate or to borrow using the real estate as collateral. In addition, our assets are exposed to the risk of contamination originating from other sources. While a property owner may not be responsible for remediating contamination that has migrated onsite from an identifiable and viable offsite source, the contaminant's presence can have adverse effects on operations and the redevelopment of our assets. To the extent we arrange for contaminated materials to be sent to other locations for treatment or disposal, we may be liable for the cleanup of those sites if they become contaminated, without regard to whether we complied with environmental laws in doing so.
Most of our assets have been subject, at some point, to environmental assessments that are intended to evaluate the environmental condition of the subject and surrounding assets. These environmental assessments generally have included a historical review, a public records review, a visual inspection of the site and surrounding assets, visual or historical evidence of underground storage tanks and other features, and the preparation and issuance of a written report. Soil, soil vapor and/or groundwater subsurface testing is conducted at our assets, when necessary, to further investigate any issues raised by the initial assessment that could reasonably be expected to pose a material concern to the property or result in us incurring material environmental liabilities as a result of redevelopment. The tests may not, however, have included extensive sampling or subsurface investigations. In each case where the environmental assessments have identified conditions requiring remedial actions required by law, we have initiated appropriate actions. The environmental assessments have not revealed any material environmental contamination that we believe would have a material adverse effect on our overall business, financial condition or results of operations, or that have not been anticipated and remediated during site redevelopment as required by law. Nevertheless, there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites or changes in cleanup requirements would not result in significant cost to us. As disclosed in Note 17 to the financial statements, environmental liabilities totaled $17.5 million and $17.6 million as of September 30, 2024 and December 31, 2023, and are included in "Other liabilities, net" in our balance sheets.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
We have exposure to fluctuations in interest rates, which are sensitive to many factors that are beyond our control. The following is a summary of our annual exposure to a change in interest rates:
Average
Annual
Effect of 1%
Interest
Change in
Balance
Rate
Base Rates
Debt (contractual balances):
Mortgage loans:
Variable rate (1)
1,445
6.25%
Fixed rate (2)
4.78%
Revolving credit facility and term loans:
Revolving credit facility (3)
913
6.83%
2.70%
Tranche A-2 Term Loan (4)
3.58%
2023 Term Loan (4)
5.31%
810,000
782,000
Pro rata share of debt of unconsolidated real estate ventures (contractual balances):
35,000
5.00%
33,000
68,000
The fair value of our mortgage loans is estimated by discounting the future contractual cash flows of these instruments using current risk-adjusted rates available to borrowers with similar credit profiles based on market sources. The fair value of our revolving credit facility and term loans is calculated based on the net present value of payments over the term of the facilities using estimated market rates for similar notes and remaining terms. As of September 30, 2024 and December 31, 2023, the estimated fair value of our consolidated debt was $2.6 billion and $2.5 billion. These estimates of fair value, which are made at the end of the reporting period, may be different from the amounts that may ultimately be realized upon the disposition of our financial instruments.
Hedging Activities
Derivative Financial Instruments Designated as Effective Hedges
Certain derivative financial instruments, consisting of interest rate swap and cap agreements, are cash flow hedges that are designated as effective hedges, and are carried at their estimated fair value on a recurring basis. We assess the effectiveness of our hedges both at inception and on an ongoing basis. If the hedges are deemed to be effective, the fair value is recorded in "Accumulated other comprehensive income (loss)" in our balance sheets and is subsequently reclassified into "Interest expense" in our statements of operations in the period that the hedged forecasted transactions affect earnings. Our hedges become less than perfectly effective if the critical terms of the hedging instrument and the forecasted transactions do not perfectly match such as notional amounts, settlement dates, reset dates, calculation period and interest rates. In addition, we evaluate the default risk of the counterparty by monitoring the creditworthiness of the counterparty. While management believes its judgments are reasonable, a change in a derivative's effectiveness as a hedge could materially affect expenses, net loss and equity.
As of September 30, 2024 and December 31, 2023, we had interest rate swap and cap agreements with an aggregate notional value of $2.2 billion, which were designated as effective hedges. The fair value of our interest rate swaps and caps designated as effective hedges primarily consisted of assets totaling $15.9 million and $35.6 million as of September 30, 2024 and December 31, 2023, included in "Other assets, net" in our balance sheets, and liabilities totaling $10.6 million and $7.9 million as of September 30, 2024 and December 31, 2023, included in "Other liabilities, net" in our balance sheets.
Non-Designated Derivatives
Certain derivative financial instruments, consisting of interest rate cap agreements, do not meet the accounting requirements to be classified as hedging instruments. These derivatives are carried at their estimated fair value on a recurring basis with realized and unrealized gains (losses) recorded in "Interest expense" in our statements of operations. As of September 30, 2024 and December 31, 2023, we had various interest rate cap agreements with an aggregate notional value of $167.5 million and $642.7 million, which were non-designated derivatives. The fair value of our interest rate cap agreements which were non-designated derivatives consisted of assets totaling $3.1 million and $6.7 million as of September 30, 2024 and December 31, 2023, included in "Other assets, net" in our balance sheets, and liabilities totaling $3.1 million and $6.5 million as of September 30, 2024 and December 31, 2023, included in "Other liabilities, net" in our balance sheets.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of September 30, 2024, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are, from time to time, involved in legal actions arising in the ordinary course of business. In our opinion, the outcome of such matters is not expected to have a material adverse effect on our financial position, results of operations or cash flows.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors previously disclosed in our Annual Report.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Period
Total Number Of Common Shares Purchased
Average Price Paid Per Common Share
Total Number Of Common Shares Purchased As Part Of Publicly Announced Plans Or Programs
Approximate Dollar Value Of Common Shares That May Yet Be Purchased Under the Plan Or Programs
July 1, 2024 - July 31, 2024
897,531
15.55
409,097,450
August 1, 2024 - August 31, 2024
2,135,841
16.48
373,862,065
September 1, 2024 - September 30, 2024
55,952
17.85
372,862,091
Total for the three months ended September 30, 2024
3,089,324
16.23
Total for the nine months ended September 30, 2024
10,773,500
15.61
Program total since inception in March 2020
56,647,503
19.88
In June 2022, our Board of Trustees authorized the repurchase of up to $1.0 billion of our outstanding common shares, and in May 2023, increased the authorized repurchase amount to $1.5 billion. Purchases under the program are made either in the open market or in privately negotiated transactions from time to time as permitted by federal securities laws and other legal requirements. The timing, manner, price and amount of any repurchases will be determined by us at our discretion and will be subject to economic and market conditions, share price, applicable legal requirements and other factors. The program may be suspended or discontinued at our discretion without prior notice, and, in any event.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Kevin ("Kai") Reynolds Retirement Agreement
On October 24, 2024, Mr. Reynolds elected to retire from his position as Chief Development Officer of JBG SMITH, effective as of December 31, 2024 (the "Retirement Date"). Additionally, on October 24, 2024, Mr. Reynolds and JBG SMITH entered into a Retirement and Consulting Agreement (the "Retirement Agreement"), pursuant to which, following the Retirement Date, Mr. Reynolds will continue as a consultant of JBG SMITH until the earlier of June 30, 2025 and the date on which the Retirement Agreement is terminated in accordance with its terms (the "Consulting Term").
During the Consulting Term, Mr. Reynolds will be entitled to a consulting fee of $41,667 per month and the provision of consulting services during the Consulting Term will serve as the remainder of Mr. Reynold's retirement notice period under certain of his outstanding equity award agreements, such that the retirement provisions of such awards will take effect on
April 24, 2025. Pursuant to the terms of the Retirement Agreement, and subject to Mr. Reynolds’s execution and non-revocation of a release agreement at the commencement of the Consulting Term, Mr. Reynolds will receive an annual bonus determined based on JBG SMITH’s actual 2024 performance as determined by the Compensation Committee of the Board of Trustees of JBG SMITH, paid at the time bonuses are paid to similarly situated employees of JBG SMITH. Mr. Reynolds will also receive health care continuation for 18 months. Subject to Mr. Reynolds’s execution and non-revocation of an additional release agreement at the end of the Consulting Term, notwithstanding the terms of the Formation Units in JBG SMITH LP granted to Mr. Reynolds on July 18, 2017, such Formation Units will remain convertible into LTIP Units of JBG SMITH LP in accordance with the terms of such Formation Units until the tenth anniversary of their grant date.
Receipt of the foregoing benefits is contingent upon Mr. Reynolds satisfying certain customary conditions as required by each of (i) the Second Amended and Restated Employment Agreement entered into by JBG SMITH and Mr. Reynolds dated as of February 8, 2021, as further amended by the First Amendment dated as of February 14, 2024 and (ii) the Retirement Agreement. Following his separation, Mr. Reynolds will continue to be subject to certain restrictive covenants, including non-competition and non-solicitation covenants.
Pursuant to the terms of the Retirement Agreement, JBG SMITH may terminate the Retirement Agreement for cause and Mr. Reynolds may terminate the Retirement Agreement for any reason or no reason. The foregoing description of the Retirement Agreement is a summary only and is qualified in its entirety by reference to its full text, a copy of which is attached hereto as Exhibit 10.1.
Trading Arrangements
During the three months ended September 30, 2024, none of our officers or trustees adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement."
ITEM 6. EXHIBITS
(a) Exhibit Index
Description
3.1
Declaration of Trust of JBG SMITH Properties, as amended and restated (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on July 21, 2017).
3.2
Articles Supplementary to Declaration of Trust of JBG SMITH Properties (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on March 6, 2018).
Articles of Amendment to Declaration of Trust of JBG SMITH Properties (incorporated by reference to Exhibit 3.1 to our current report on Form 8-K, filed on May 3, 2018).
3.4
Second Amended and Restated Bylaws of JBG SMITH Properties, effective August 3, 2023 (incorporated by reference to Exhibit 3.4 in our Current Report on Form 10-Q, filed on August 8, 2023).
10.1†**
Retirement and Consulting Agreement, dated as of October 24, 2024, by and between JBG SMITH Properties and Kevin Reynolds.
31.1**
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended and Section 302 of the Sarbanes-Oxley Act of 2002.
31.2**
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended and Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended and 18 U.S.C 1350, as created by Section 906 of the Sarbanes- Oxley Act of 2002.
101.INS
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema
101.CAL
Inline XBRL Extension Calculation Linkbase
101.LAB
Inline XBRL Extension Labels Linkbase
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
**
Filed herewith.
†
Denotes a management contract or compensatory plan, contract or arrangement.
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SIGNATURES
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 thereunto duly authorized.
JBG SMITH Properties
Date:
October 29, 2024
/s/ M. Moina Banerjee
M. Moina Banerjee
Chief Financial Officer
(Principal Financial Officer)
/s/ Angela Valdes
Angela Valdes
Chief Accounting Officer
(Principal Accounting Officer)