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 June 30, 2020
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 July 30, 2020, JBG SMITH Properties had 133,789,614 common shares outstanding.
JBG SMITH PROPERTIES
QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED JUNE 30, 2020
TABLE OF CONTENTS
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Condensed Consolidated Balance Sheets (unaudited) as of June 30, 2020 and December 31, 2019 |
3 |
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4 |
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5 |
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6 |
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8 |
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Notes to Condensed Consolidated Financial Statements (unaudited) |
9 |
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Management's Discussion and Analysis of Financial Condition and Results of Operations |
29 |
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51 |
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52 |
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52 |
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56 |
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59 |
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2
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
JBG SMITH PROPERTIES
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands, except par value amounts)
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June 30, 2020 |
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December 31, 2019 |
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ASSETS |
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Real estate, at cost: |
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Land and improvements |
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$ |
1,285,415 |
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$ |
1,240,455 |
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Buildings and improvements |
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4,065,543 |
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3,880,973 |
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Construction in progress, including land |
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563,133 |
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654,091 |
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5,914,091 |
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5,775,519 |
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Less accumulated depreciation |
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(1,194,743) |
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(1,119,571) |
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Real estate, net |
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4,719,348 |
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4,655,948 |
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Cash and cash equivalents |
|
|
710,677 |
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|
126,413 |
|
Restricted cash |
|
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20,356 |
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|
16,103 |
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Tenant and other receivables, net |
|
|
56,102 |
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52,941 |
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Deferred rent receivable, net |
|
|
177,951 |
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169,721 |
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Investments in unconsolidated real estate ventures |
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464,437 |
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543,026 |
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Other assets, net |
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273,030 |
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|
253,687 |
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Assets held for sale |
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73,876 |
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168,412 |
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TOTAL ASSETS |
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$ |
6,495,777 |
|
$ |
5,986,251 |
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LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY |
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Liabilities: |
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Mortgages payable, net |
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$ |
1,312,524 |
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$ |
1,125,777 |
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Revolving credit facility |
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500,000 |
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200,000 |
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Unsecured term loans, net |
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397,637 |
|
|
297,295 |
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Accounts payable and accrued expenses |
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125,433 |
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|
157,702 |
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Other liabilities, net |
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220,414 |
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|
206,042 |
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Total liabilities |
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2,556,008 |
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|
1,986,816 |
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Commitments and contingencies |
|
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Redeemable noncontrolling interests |
|
|
499,083 |
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612,758 |
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Shareholders' equity: |
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Preferred shares, $0.01 par value - 200,000 shares authorized, none issued |
|
|
— |
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— |
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Common shares, $0.01 par value - 500,000 shares authorized; 133,708 and 134,148 shares issued and outstanding as of June 30, 2020 and December 31, 2019 |
|
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1,338 |
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1,342 |
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Additional paid-in capital |
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3,742,205 |
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3,633,042 |
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Accumulated deficit |
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(255,162) |
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(231,164) |
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Accumulated other comprehensive loss |
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(47,886) |
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(16,744) |
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Total shareholders' equity of JBG SMITH Properties |
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3,440,495 |
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3,386,476 |
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Noncontrolling interests in consolidated subsidiaries |
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|
191 |
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|
201 |
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Total equity |
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3,440,686 |
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3,386,677 |
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TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY |
|
$ |
6,495,777 |
|
$ |
5,986,251 |
See accompanying notes to the condensed consolidated financial statements (unaudited).
3
JBG SMITH PROPERTIES
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands, except per share data)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2020 |
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2019 |
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2020 |
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2019 |
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REVENUE |
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Property rental |
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$ |
115,459 |
|
$ |
122,326 |
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$ |
235,839 |
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$ |
241,739 |
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Third-party real estate services, including reimbursements |
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27,167 |
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29,487 |
|
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56,883 |
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57,178 |
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Other revenue |
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2,326 |
|
|
8,804 |
|
|
10,337 |
|
|
16,899 |
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Total revenue |
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144,952 |
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160,617 |
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303,059 |
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315,816 |
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EXPENSES |
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Depreciation and amortization |
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52,616 |
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45,995 |
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101,105 |
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94,714 |
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Property operating |
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33,792 |
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32,113 |
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68,295 |
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64,287 |
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Real estate taxes |
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17,869 |
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18,266 |
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36,068 |
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35,501 |
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General and administrative: |
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Corporate and other |
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13,216 |
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11,559 |
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26,392 |
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23,873 |
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Third-party real estate services |
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29,239 |
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28,710 |
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58,053 |
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56,776 |
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Share-based compensation related to Formation Transaction and special equity awards |
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8,858 |
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9,523 |
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18,299 |
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20,654 |
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Transaction and other costs |
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1,372 |
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2,974 |
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6,681 |
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7,869 |
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Total expenses |
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156,962 |
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149,140 |
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314,893 |
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303,674 |
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OTHER INCOME (EXPENSE) |
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Income (loss) from unconsolidated real estate ventures, net |
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|
(13,485) |
|
|
(1,810) |
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(16,177) |
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|
1,791 |
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Interest and other income, net |
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|
114 |
|
|
2,052 |
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|
1,021 |
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|
3,003 |
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Interest expense |
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(15,770) |
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(13,107) |
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(27,775) |
|
|
(30,281) |
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Gain on sale of real estate |
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— |
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|
— |
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|
59,477 |
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|
39,033 |
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Loss on extinguishment of debt |
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|
— |
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(1,889) |
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|
(33) |
|
|
(1,889) |
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Total other income (expense) |
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(29,141) |
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(14,754) |
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16,513 |
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11,657 |
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INCOME (LOSS) BEFORE INCOME TAX (EXPENSE) BENEFIT |
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(41,151) |
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(3,277) |
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|
4,679 |
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|
23,799 |
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Income tax (expense) benefit |
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|
888 |
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(51) |
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|
3,233 |
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|
1,121 |
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NET INCOME (LOSS) |
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|
(40,263) |
|
|
(3,328) |
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|
7,912 |
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|
24,920 |
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Net (income) loss attributable to redeemable noncontrolling interests |
|
|
3,483 |
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|
288 |
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|
(1,767) |
|
|
(3,099) |
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NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS |
|
$ |
(36,780) |
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$ |
(3,040) |
|
$ |
6,145 |
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$ |
21,821 |
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EARNINGS (LOSS) PER COMMON SHARE: |
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Basic |
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$ |
(0.28) |
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$ |
(0.03) |
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$ |
0.04 |
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$ |
0.16 |
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Diluted |
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$ |
(0.28) |
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$ |
(0.03) |
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$ |
0.04 |
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$ |
0.16 |
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: |
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Basic |
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133,613 |
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131,754 |
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|
134,078 |
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|
127,189 |
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Diluted |
|
|
133,613 |
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131,754 |
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|
134,078 |
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|
127,189 |
See accompanying notes to the condensed consolidated financial statements (unaudited).
4
JBG SMITH PROPERTIES
Condensed Consolidated Statements of Comprehensive Loss
(Unaudited)
(In thousands)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2020 |
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2019 |
|
2020 |
|
2019 |
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NET INCOME (LOSS) |
|
$ |
(40,263) |
|
$ |
(3,328) |
|
$ |
7,912 |
|
$ |
24,920 |
|
OTHER COMPREHENSIVE LOSS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of derivative financial instruments |
|
|
(5,283) |
|
|
(16,256) |
|
|
(39,211) |
|
|
(26,952) |
|
Reclassification of net (income) loss on derivative financial instruments from accumulated other comprehensive loss into interest expense |
|
|
3,156 |
|
|
(951) |
|
|
4,314 |
|
|
(1,790) |
|
Other comprehensive loss |
|
|
(2,127) |
|
|
(17,207) |
|
|
(34,897) |
|
|
(28,742) |
|
COMPREHENSIVE LOSS |
|
|
(42,390) |
|
|
(20,535) |
|
|
(26,985) |
|
|
(3,822) |
|
Net (income) loss attributable to redeemable noncontrolling interests |
|
|
3,483 |
|
|
288 |
|
|
(1,767) |
|
|
(3,099) |
|
Other comprehensive loss attributable to redeemable noncontrolling interests |
|
|
182 |
|
|
1,503 |
|
|
3,755 |
|
|
2,886 |
|
COMPREHENSIVE LOSS ATTRIBUTABLE TO JBG SMITH PROPERTIES |
|
$ |
(38,725) |
|
$ |
(18,744) |
|
$ |
(24,997) |
|
$ |
(4,035) |
See accompanying notes to the condensed consolidated financial statements (unaudited).
5
JBG SMITH PROPERTIES
Condensed Consolidated Statements of Equity
(Unaudited)
(In thousands)
See accompanying notes to the condensed consolidated financial statements (unaudited).
6
JBG SMITH PROPERTIES
Condensed Consolidated Statements of Equity
(Unaudited)
(In thousands)
See accompanying notes to the condensed consolidated financial statements (unaudited).
7
JBG SMITH PROPERTIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
|
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Six Months Ended June 30, |
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2020 |
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2019 |
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OPERATING ACTIVITIES: |
|
|
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|
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|
Net income |
|
$ |
7,912 |
|
$ |
24,920 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
Share-based compensation expense |
|
|
38,174 |
|
|
32,114 |
|
Depreciation and amortization, including amortization of debt issuance costs |
|
|
102,896 |
|
|
97,053 |
|
Deferred rent |
|
|
(11,728) |
|
|
(18,342) |
|
(Income) loss from unconsolidated real estate ventures, net |
|
|
16,177 |
|
|
(1,791) |
|
Amortization of market lease intangibles, net |
|
|
(260) |
|
|
(272) |
|
Amortization of lease incentives |
|
|
3,525 |
|
|
3,789 |
|
Loss on extinguishment of debt |
|
|
33 |
|
|
1,889 |
|
Gain on sale of real estate |
|
|
(59,477) |
|
|
(39,033) |
|
Net unrealized loss (gain) on ineffective derivative financial instruments |
|
|
(30) |
|
|
48 |
|
Losses on operating lease and other receivables |
|
|
10,614 |
|
|
497 |
|
Return on capital from unconsolidated real estate ventures |
|
|
1,877 |
|
|
1,493 |
|
Other non-cash items |
|
|
104 |
|
|
271 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
Tenant and other receivables |
|
|
(10,198) |
|
|
(6,232) |
|
Other assets, net |
|
|
(87) |
|
|
(2,940) |
|
Accounts payable and accrued expenses |
|
|
(1,617) |
|
|
(28,513) |
|
Other liabilities, net |
|
|
(12,396) |
|
|
(12,168) |
|
Net cash provided by operating activities |
|
|
85,519 |
|
|
52,783 |
|
INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
Development costs, construction in progress and real estate additions |
|
|
(181,232) |
|
|
(181,007) |
|
Deposits for real estate acquisitions |
|
|
— |
|
|
(8,525) |
|
Proceeds from sale of real estate |
|
|
154,493 |
|
|
117,676 |
|
Distributions of capital from unconsolidated real estate ventures |
|
|
70,818 |
|
|
7,557 |
|
Investments in unconsolidated real estate ventures |
|
|
(10,733) |
|
|
(4,409) |
|
Net cash provided by (used in) investing activities |
|
|
33,346 |
|
|
(68,708) |
|
FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
Finance lease payments |
|
|
(3,031) |
|
|
(66) |
|
Borrowings under mortgages payable |
|
|
195,159 |
|
|
— |
|
Borrowings under revolving credit facility |
|
|
500,000 |
|
|
— |
|
Borrowings under unsecured term loans |
|
|
100,000 |
|
|
— |
|
Repayments of mortgages payable |
|
|
(4,437) |
|
|
(480,674) |
|
Repayments of revolving credit facility |
|
|
(200,000) |
|
|
— |
|
Debt issuance costs |
|
|
(9,774) |
|
|
(515) |
|
Proceeds from the issuance of common stock, net of issuance costs |
|
|
— |
|
|
473,527 |
|
Proceeds from common stock issued pursuant to ESPP |
|
|
887 |
|
|
— |
|
Common shares repurchased |
|
|
(41,192) |
|
|
— |
|
Dividends paid to common shareholders |
|
|
(60,327) |
|
|
(69,473) |
|
Distributions to redeemable noncontrolling interests |
|
|
(7,610) |
|
|
(9,734) |
|
Distributions to noncontrolling interests |
|
|
(23) |
|
|
(19) |
|
Contributions from noncontrolling interests |
|
|
— |
|
|
125 |
|
Net cash provided by (used in) financing activities |
|
|
469,652 |
|
|
(86,829) |
|
Net increase (decrease) in cash and cash equivalents and restricted cash |
|
|
588,517 |
|
|
(102,754) |
|
Cash and cash equivalents and restricted cash as of the beginning of the period |
|
|
142,516 |
|
|
399,532 |
|
Cash and cash equivalents and restricted cash as of the end of the period |
|
$ |
731,033 |
|
$ |
296,778 |
|
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AS OF END OF THE PERIOD: |
|
|
|
|||
|
Cash and cash equivalents |
|
$ |
710,677 |
|
$ |
280,349 |
|
Restricted cash |
|
|
20,356 |
|
|
16,429 |
|
Cash and cash equivalents and restricted cash |
|
$ |
731,033 |
|
$ |
296,778 |
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW AND NON-CASH INFORMATION: |
|
|
|
|||
|
Cash paid for interest (net of capitalized interest of $8,633 and $14,953 in 2020 and 2019) |
|
|
25,647 |
|
|
29,179 |
|
Accrued capital expenditures included in accounts payable and accrued expenses |
|
|
70,367 |
|
|
89,048 |
|
Write-off of fully depreciated assets |
|
|
13,378 |
|
|
26,974 |
|
Conversion of common limited partnership units to common shares |
|
|
35,878 |
|
|
57,318 |
|
Recognition (derecognition) of operating lease right-of-use assets |
|
|
(13,151) |
|
|
35,318 |
|
Recognition (derecognition) of liabilities related to operating lease right-of-use assets |
|
|
(13,151) |
|
|
37,922 |
|
Recognition of finance lease right-of-use assets |
|
|
42,354 |
|
|
— |
|
Recognition of liabilities related to finance lease right-of-use assets |
|
|
40,684 |
|
|
— |
|
Cash paid for amounts included in the measurement of lease liabilities for operating leases |
|
|
4,015 |
|
|
3,068 |
See accompanying notes to the condensed consolidated financial statements (unaudited).
8
JBG SMITH PROPERTIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1.Organization and Basis of Presentation
Organization
JBG SMITH Properties ("JBG SMITH") is a Maryland real estate investment trust ("REIT"), which owns and operates a portfolio of high-growth commercial and multifamily assets, many of which are amenitized with ancillary retail. JBG SMITH's portfolio reflects its longstanding strategy of owning and operating assets within Metro-served submarkets in the Washington, D.C. metropolitan area that have high barriers to entry and key urban amenities, including being within walking distance of a Metro station. Substantially all of JBG SMITH's assets are held by, and its operations are conducted through, JBG SMITH Properties LP ("JBG SMITH LP"), its operating partnership. As of June 30, 2020, JBG SMITH, as its sole general partner, controlled JBG SMITH LP and owned 90.4% of its common limited partnership units ("OP Units"). JBG SMITH is hereinafter referred to 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.
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 The JBG Companies ("JBG") (the "Combination"). The Separation and the Combination are collectively referred to as the "Formation Transaction."
As of June 30, 2020, our Operating Portfolio consisted of 63 operating assets comprising 43 commercial assets totaling 13.3 million square feet (11.2 million square feet at our share) and 20 multifamily assets totaling 7,367 units (5,583 units at our share). Additionally, we have (i) three assets under construction comprising one wholly owned commercial asset totaling 274,000 square feet and two multifamily assets totaling 755 units (577 units at our share); and (ii) 35 future development assets totaling approximately 19.4 million square feet (16.6 million square feet at our share) of estimated potential development density.
Our revenues are derived primarily from leases with commercial and multifamily tenants, which include fixed 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 to third parties, the Washington Housing Initiative ("WHI"), Amazon.com ("Amazon") and the legacy funds formerly organized by JBG (the "JBG Legacy Funds").
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 six months ended June 30, 2020 and 2019 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, 2019, filed with the Securities and Exchange Commission.
The accompanying condensed consolidated financial statements include the accounts of JBG SMITH and our wholly owned subsidiaries and those other entities, including JBG SMITH LP, in which we have a controlling financial interest, including where we have been determined to be the primary beneficiary of a variable interest entity ("VIE"). See Note 5 for additional information on our VIEs. The portions of the equity and net income (loss) of consolidated subsidiaries that are not
9
attributable to JBG SMITH are presented separately as amounts attributable to noncontrolling interests in our condensed consolidated financial statements.
References to our financial statements refer to our condensed consolidated financial statements as of June 30, 2020 and December 31, 2019, and for the three and six months ended June 30, 2020 and 2019. References to our balance sheets refer to our condensed consolidated balance sheets as of June 30, 2020 and December 31, 2019. References to our statements of operations refer to our condensed consolidated statements of operations for the three and six months ended June 30, 2020 and 2019. References to our statements of comprehensive loss refer to our condensed consolidated statements of comprehensive loss for the three and six months ended June 30, 2020 and 2019. References to our statements of cash flows refer to our condensed consolidated statements of cash flows for the six months ended June 30, 2020 and 2019.
Income Taxes
We have elected to be taxed as a 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 intend to adhere to these requirements and maintain our REIT status in future periods. We also participate in the activities conducted by subsidiary entities which 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 these activities.
The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) (P.L. 116-136) that was enacted on March 27, 2020 includes several significant tax provisions that could impact us and our taxable REIT subsidiaries ("TRSs"). These changes include:
| ● | the elimination of the taxable income limit for net operating losses ("NOLs") for all taxable years beginning before January 1, 2021, thereby permitting corporate taxpayers to use NOLs to fully offset taxable income (although we, as a REIT, will continue to only be able to use NOLs against taxable income remaining after taking into account any dividends paid deduction); |
| ● | the ability for our TRSs to utilize carryback NOLs arising in 2018, 2019 and 2020 to the five taxable years preceding the taxable year of the loss; |
| ● | an increase of the business interest limitation under Section 163(j) of the Code from 30% to 50% for taxable years beginning in 2019 and 2020, and the addition of an election by taxpayers to use their 2019 adjusted taxable income as their adjusted taxable income in 2020 for purposes of applying the limitation; and |
| ● | a “technical correction” amending Section 168(e)(3)(E) of the Code to add “qualified improvement property” to “15-year property” and assigning a class life of 20-years under Section 168(g)(3)(B) of the Code to qualified improvement property under Section 168(e)(3)(E)(vii) of the Code. |
During the six months ended June 30, 2020, as a result of the CARES Act, we made adjustments to the net deferred tax liability amounts, which relate to “qualified improvement property” owned by our TRSs.
2.Summary of Significant Accounting Policies
Significant Accounting Policies
There were no material changes to our significant accounting policies disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019.
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 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 period. The most significant of these estimates include: (i) the underlying cash flows and holding periods used in assessing impairment; (ii) the determination of useful lives for tangible and intangible assets; and (iii) the assessment of the collectability of receivables,
10
including deferred rent receivables. Due to the current pandemic of the novel coronavirus, or COVID-19, commencing in March 2020, authorities in jurisdictions where our properties are located issued stay-at-home orders and restrictions on travel and permitted businesses operations. The effects of COVID-19 have most significantly impacted the operations of many of our retail tenants, which generated approximately 7% of our revenue for the year ended December 31, 2019, our commercial parking revenue and our interest in the operations of the Crystal City Marriott and The Marriott Wardman Park hotels. The extent to which the COVID-19 pandemic impacts us and our tenants will depend on future developments, which are highly uncertain. The extent and duration of the stay-at-home orders and other effects of COVID-19 on us and our tenants will affect estimates used in the preparation of the underlying cash flows used in assessing our long-lived assets for impairment and the assessment of the collectability of receivables from tenants, including deferred rent receivables. We have made what we believe to be appropriate accounting estimates based on the facts and circumstances available as of the reporting date. To the extent these estimates differ from actual results, our consolidated financial statements may be materially affected.
Recent Accounting Pronouncements
Reference Rate Reform
In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform ("Topic 848"). Topic 848 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in Topic 848 is optional and may be elected over the period March 12, 2020 through December 31, 2022 as reference rate reform activities occur. During the six months ended June 30, 2020, we elected to apply the hedge accounting expedients related to (i) the assertion that our hedged forecasted transactions remain probable and (ii) the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of our derivatives, which will be consistent with our past presentation. We will continue to evaluate the impact of the guidance and may apply other elections, as applicable, as additional changes in the market occur.
COVID-19 Lease Modification Accounting Relief
Due to the business disruptions and challenges severely affecting the global economy caused by the COVID-19 pandemic, we have provided rent deferrals and other lease concessions to certain of our tenants. In April 2020, the Financial Accounting Standards Board ("FASB") issued a Staff Q&A that allows lessors to elect not to evaluate whether lease-related relief provided to mitigate the economic effects of COVID-19 is a lease modification under Accounting Standards Codification Topic 842, Leases ("Topic 842") if certain criteria are met. This election allows us to bypass a lease-by-lease analysis, and instead choose to either apply the lease modification accounting framework or not, with such election applied consistently to leases with similar characteristics and similar circumstances. We have elected to apply the lease modification policy relief and have accounted for lease-related relief provided to mitigate the economic effects of COVID-19 as lease modifications under Topic 842, regardless of whether the right to such relief was embedded within the terms of the lessee’s lease. During the three months ended June 30, 2020, we entered into rent deferral agreements with certain of our tenants, many of which were placed on the cash basis of accounting, resulting in the deferral to future periods of $1.2 million of rent that had been contractually due in the second quarter. We are in the process of negotiating additional rent deferrals and other lease concessions with some of our tenants.
During the three and six months ended June 30, 2020, we recorded $3.6 million and $4.7 million of credit losses against billed rent receivables and $2.0 million and $3.6 million against deferred (straight-line) rent receivables due to the effects of COVID-19 related to certain of our tenants, primarily our retail tenants, that are unable to pay rent while businesses are closed or not operating at full capacity. During the three months ended June 30, 2020, we also recorded $2.4 million of reserves against receivables from one of our parking operators that filed for bankruptcy protection. Additionally, in connection with the preparation and review of our second quarter 2020 financial statements, we determined that our investment in the venture that owns The Marriott Wardman Park hotel was impaired due to a decline in the fair value of the underlying asset and recorded an impairment charge of $6.5 million, reducing the net book value of our investment to zero (see Note 4 for additional information).
11
3.Disposition and Assets Held for Sale
Disposition
The following is a summary of disposition activity for the six months ended June 30, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on |
|
|
|
|
|
|
|
|
|
|
Total |
|
Gross |
|
Cash |
|
Sale of |
|||
|
|
|
|
|
|
|
|
|
Square |
|
Sales |
|
Proceeds |
|
Real |
|||
|
Date Disposed |
|
Assets |
|
Segment |
|
Location |
|
Feet |
|
Price |
|
from Sale |
|
Estate |
|||
|
|
|
|
|
|
|
|
|
(In thousands) |
|||||||||
|
January 15, 2020 |
|
Metropolitan Park (1) |
|
Other |
|
Arlington, Virginia |
|
2,150 |
|
$ |
154,952 |
|
$ |
154,493 |
|
$ |
59,477 |
| (1) | The property, which was sold to Amazon, was part of a like-kind exchange. See Note 5 for additional information. Total square feet represents potential development density approved by Arlington County. |
In June 2020, we recognized a loss of $3.0 million from the sale of 11333 Woodglen Drive/NoBe II Land/Woodglen ("Woodglen") by our unconsolidated real estate venture with Landmark. See Note 4 for additional information.
Assets Held for Sale
As of June 30, 2020 and December 31, 2019, we had certain real estate properties that were classified as held for sale. The amounts included in "Assets held for sale" in our balance sheets primarily represent the carrying value of real estate. The following is a summary of assets held for sale:
| (1) | Represents estimated or approved potential development density. |
| (2) | In March 2019, we entered into an agreement for the sale of Pen Place for $149.9 million, subject to customary closing conditions. The sale of Pen Place to Amazon is expected to close in 2021. |
| (3) | As noted above, we sold Metropolitan Park to Amazon in January 2020. |
12
4.Investments in Unconsolidated Real Estate Ventures
The following is a summary of the composition of our investments in unconsolidated real estate ventures:
| (1) | Ownership interests as of June 30, 2020. We have multiple investments with certain venture partners with varying ownership interests. |
| (2) | In April 2020, our real estate venture with CPPIB entered into a mortgage loan with a maximum principal balance of $160.0 million collateralized by 1900 N Street. The venture initially received proceeds from the mortgage loan of $134.5 million, with an additional $25.5 million available in the future. During the three months ended June 30, 2020, we received a distribution of $70.8 million from the venture. |
| (3) | In connection with the preparation and review of our second quarter 2020 financial statements, we determined that our investment in the venture that owns The Marriott Wardman Park hotel was impaired due to a decline in the fair value of the underlying asset and recorded an impairment charge of $6.5 million, reducing the net book value of our investment to zero. |
In June 2020, our unconsolidated real estate venture with Landmark sold Woodglen, commercial and future development assets located in Rockville, Maryland, for $17.8 million. In connection with the sale, we recognized our proportionate share of the loss from the sale of $3.0 million, which is included in "Income (loss) from unconsolidated real estate ventures, net" in our statements of operations for the three and six months ended June 30, 2020. Additionally, in connection with the sale, our unconsolidated real estate venture repaid the related mortgage payable of $12.2 million.
We provide leasing, property management and other real estate services to our unconsolidated real estate ventures. We recognized revenue, including expense reimbursements, of $6.3 million and $13.0 million for the three and six months ended June 30, 2020, and $7.8 million and $13.7 million for the three and six months ended June 30, 2019 for such services.
Reconsideration events could cause us to consolidate these unconsolidated real estate ventures in the future or deconsolidate a consolidated entity. We evaluate reconsideration events as we become aware of them. Reconsideration events include additional contributions being required by each partner and each partner's ability to make those contributions. Under certain circumstances, we may purchase our partner's interest. Our unconsolidated real estate ventures are held in entities which appear sufficiently stable to meet their capital requirements; however, if market conditions worsen and our partners are unable to meet their commitments, we may have to consolidate these entities
The following is a summary of the debt of our unconsolidated real estate ventures:
| (1) | Weighted average effective interest rate as of June 30, 2020. |
13
| (2) | Includes variable rate mortgages payable with interest rate cap agreements. |
| (3) | Includes variable rate mortgages payable with interest rates fixed by interest rate swap agreements. |
| (4) | See Note 17 for additional information on guarantees of the debt of certain of our unconsolidated real estate ventures. |
The following is a summary of the financial information for our unconsolidated real estate ventures:
| (1) | Includes the loss from the sale of Woodglen of $16.4 million recognized by our unconsolidated real estate venture with Landmark during the three and six months ended June 30, 2020. |
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 or after a change in the real estate venture's economics to determine if the VIEs should be consolidated in our financial statements or should no longer be considered a VIE. Certain criteria we assess in determining whether the VIEs should be consolidated relate to our control over significant business activities, our voting rights and the noncontrolling interest kick-out rights, which ultimately dictate whether we are the primary beneficiary of the VIE.
Unconsolidated VIEs
As of June 30, 2020 and December 31, 2019, we had interests in entities deemed to be VIEs that are in the development stage and do not hold sufficient equity at risk or conduct substantially all their operations on behalf of an investor with disproportionately few voting rights. Although we are engaged to act as the managing partner in charge of 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 performance. We account for our investment in these entities under the equity method. As of June 30, 2020 and December 31, 2019, the net carrying amounts of our investment in these entities were $164.6 million and $242.9 million, which are included in "Investments in unconsolidated real estate ventures" in our balance sheets. Our equity in the income of unconsolidated VIEs is 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 certain guarantees. See Note 17 for additional information.
Consolidated VIEs
JBG SMITH LP is our sole consolidated VIE. We hold 90.4% 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.
14
We consolidate VIEs in which we control the significant business activities. These entities are VIEs because they are in the development stage and/or do not hold sufficient equity at risk. We are the primary beneficiaries of these VIEs because the noncontrolling interest holders do not have substantive kick-out or participating rights, and we control the significant business activities.
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 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 and hold our assets and liabilities through JBG SMITH LP, its total assets and liabilities comprise substantially all of our consolidated assets and liabilities.
In conjunction with the acquisition of F1RST Residences in December 2019, we entered into a like-kind exchange agreement with a third-party intermediary. As of December 31, 2019, the third-party intermediary was the legal owner of the entity that owned this property. We determined we were the primary beneficiary of the VIE, and accordingly, we consolidated the property and its operations as of the acquisition date. Legal ownership of this entity was transferred to us by the third-party intermediary when the like-kind exchange agreement was completed with the sale of Metropolitan Park in January 2020.
During the three months ended June 30, 2020, an under construction multifamily asset at 965 Florida Avenue in Washington, D.C. that we own through a consolidated real estate venture, which we deemed to be a VIE, began placing units into service. As of June 30, 2020, we no longer deemed the venture to be a VIE since it was determined to have sufficient equity to finance its activities without additional support. See Note 9 for additional information.
As of June 30, 2020, we had no VIEs other than JBG SMITH LP. As of December 31, 2019, excluding JBG SMITH LP, the two VIEs described above: (i) had aggregate total assets and liabilities of $136.8 million and $11.8 million; and (ii) only the assets of the respective VIE can be used to settle obligations of that VIE, and their creditors have no recourse to our wholly owned assets.
6.Other Assets, Net
The following is a summary of other assets, net:
| (1) | Related to an amendment of the ground lease for 1730 M Street executed during the six months ended June 30, 2020. The amendment extended the expiration date of the lease from April 2061 to December 2118, and resulted in its reclassification from an operating to a finance lease. |
15
7.Debt
Mortgages Payable
The following is a summary of mortgages payable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
|
|
|
|
|
|
|
|
|
Effective |
|
|
|
||||
|
|
|
Interest Rate (1) |
|
|
June 30, 2020 |
|
December 31, 2019 |
||
|
|
|
|
|
|
(In thousands) |
||||
|
Variable rate (2) |
|
1.57% |
|
|
$ |
294,500 |
|
$ |
2,200 |
|
Fixed rate (3) |
|
4.38% |
|
|
|
1,024,068 |
|
|
1,125,648 |
|
Mortgages payable |
|
|
|
|
|
1,318,568 |
|
|
1,127,848 |
|
Unamortized deferred financing costs and premium/ discount, net |
|
|
|
|
|
(6,044) |
|
|
(2,071) |
|
Mortgages payable, net |
|
|
|
|
$ |
1,312,524 |
|
$ |
1,125,777 |
| (1) | Weighted average effective interest rate as of June 30, 2020. |
| (2) | Includes variable rate mortgages payable with interest rate cap agreements. |
| (3) | Includes variable rate mortgages payable with interest rates fixed by interest rate swap agreements. |
As of June 30, 2020 and December 31, 2019, the net carrying value of real estate collateralizing our mortgages payable totaled $1.6 billion and $1.4 billion. Our mortgages payable 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. Certain of our mortgages payable are recourse to us. See Note 17 for additional information.
During the six months ended June 30, 2020, we entered into a mortgage loan with a principal balance of $175.0 million collateralized by 4747 Bethesda Avenue, and refinanced the mortgage loan collateralized by RTC-West, increasing the principal balance by $20.2 million. In July 2020, we entered into three separate mortgage loans with an aggregate principal balance of $385.0 million, collateralized by The Bartlett, 1221 Van Street and 220 20th Street.
As of June 30, 2020 and December 31, 2019, we had various interest rate swap and cap agreements on certain of our mortgages payable with an aggregate notional value of $945.4 million and $867.6 million. See Note 15 for additional information.
Credit Facility
As of June 30, 2020, our $1.4 billion credit facility consisted of a $1.0 billion revolving credit facility maturing in January 2025, a $200.0 million unsecured term loan ("Tranche A-1 Term Loan") maturing in January 2023, and a $200.0 million unsecured term loan ("Tranche A-2 Term Loan") maturing in July 2024. The following is a summary of amounts outstanding under the credit facility:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective |
|
|
|
||||
|
|
|
Interest Rate (1) |
|
|
June 30, 2020 |
|
December 31, 2019 |
||
|
|
|
|
|
|
(In thousands) |
||||
|
Revolving credit facility (2) (3) (4) |
|
1.21% |
|
|
$ |
500,000 |
|
$ |
200,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Tranche A-1 Term Loan (5) |
|
2.34% |
|
|
$ |
200,000 |
|
$ |
100,000 |
|
Tranche A-2 Term Loan (6) |
|
2.49% |
|
|
|
200,000 |
|
|
200,000 |
|
Unsecured term loans |
|
|
|
|
|
400,000 |
|
|
300,000 |
|
Unamortized deferred financing costs, net |
|
|
|
|
|
(2,363) |
|
|
(2,705) |
|
Unsecured term loans, net |
|
|
|
|
$ |
397,637 |
|
$ |
297,295 |
| (1) | Effective interest rate as of June 30, 2020. |
| (2) | As of both June 30, 2020 and December 31, 2019, letters of credit with an aggregate face amount of $1.5 million were outstanding under our revolving credit facility. |
16
| (3) | As of June 30, 2020 and December 31, 2019, net deferred financing costs related to our revolving credit facility totaling $7.5 million and $3.1 million were included in "Other assets, net." |
| (4) | The interest rate for our revolving credit facility excludes a 0.15% facility fee. In July 2020, we repaid the $500.0 million outstanding on our revolving credit facility. |
| (5) | As of both June 30, 2020 and December 31, 2019, $100.0 million of the outstanding balance was fixed by interest rate swap agreements. As of June 30, 2020, the interest rate swaps mature concurrently with the term loan and provide a weighted average interest rate of 1.14%. As of June 30, 2020, we had a forward-starting swap that became effective on July 20, 2020 with a notional value of $100.0 million, which effectively converted the variable interest rate applicable to the remaining $100.0 million drawn in April 2020 under our Tranche A-1 Loan to a fixed interest rate upon the effective date of the swap. |
| (6) | As of June 30, 2020 and December 31, 2019, $200.0 million and $137.6 million of the outstanding balance was fixed by interest rate swap agreements. As of June 30, 2020, the interest rate swaps mature concurrently with the term loan and provide a weighted average interest rate of 1.34%. |
8.Other Liabilities, Net
The following is a summary of other liabilities, net:
| (1) | Related to an amendment of the ground lease for 1730 M Street executed during the six months ended June 30, 2020. The amendment extended the expiration date of the lease from April 2061 to December 2118, and resulted in its reclassification from an operating to a finance lease. |
9.Redeemable Noncontrolling Interests
JBG SMITH LP
A portion of the OP Units held by persons other than JBG SMITH are redeemable for cash or, at our election, our common shares, subject to certain limitations. During the six months ended June 30, 2020 and 2019, unitholders redeemed 942,940 and 1.7 million OP Units, which we elected to redeem for an equivalent number of our common shares. As of June 30, 2020, outstanding OP Units totaled 14.2 million, representing a 9.6% ownership interest in JBG SMITH LP. On our balance sheets, our OP Units and certain vested LTIPs are presented at the higher of their redemption value or their carrying value, with such adjustments recognized in "Additional paid-in capital." Redemption value per OP Unit is equivalent to the market value of one of our common shares at the end of the period. In July 2020, unitholders redeemed 81,069 OP Units, which we elected to redeem for an equivalent number of our common shares.
Consolidated Real Estate Venture
We are a partner in a real estate venture that owns an under construction multifamily asset located at 965 Florida Avenue in Washington, D.C. Pursuant to the terms of the real estate venture agreement, we will fund all capital contributions until our ownership interest reaches a maximum of 97.0%. Our partner can redeem its interest for cash two, but no later than
17
seven years, after delivery. As of June 30, 2020, we held a 95.7% ownership interest in the real estate venture, and approximately 40% of the units had been placed in service.
The following is a summary of the activity of redeemable noncontrolling interests:
| (1) | See Note 11 for additional information. |
10.Property Rental Revenue
The following is a summary of property rental revenue from our non-cancellable leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
||||||||
|
|
|
2020 |
|
2019 |
|
2020 |
|
2019 |
||||
|
|
|
(In thousands) |
||||||||||
|
Fixed |
|
$ |
106,612 |
|
$ |
114,140 |
|
$ |
217,545 |
|
$ |
227,730 |
|
Variable |
|
|
8,847 |
|
|
8,186 |
|
|
18,294 |
|
|
14,009 |
|
Property rental revenue |
|
$ |
115,459 |
|
$ |
122,326 |
|
$ |
235,839 |
|
$ |
241,739 |
18
11.Share-Based Payments
LTIP and Time-Based LTIP Units
During the six months ended June 30, 2020, we granted 381,504 LTIP Units with time-based vesting requirements ("Time-Based LTIP Units") to management and other employees with a weighted average grant-date fair value of $38.52 per unit that vest over four years, 25.0% per year, subject to continued employment. Compensation expense for these units is being recognized over a four-year period. The aggregate grant-date fair value of these Time-Based LTIP Units granted during the six months ended June 30, 2020 was $14.7 million, valued using Monte Carlo simulations.
During the six months ended June 30, 2020, we granted 90,094 fully vested LTIP Units, with a grant-date fair value of $40.13 per unit, to certain executives who elected to receive all or a portion of their cash bonus paid in 2020, related to 2019 service, as LTIP Units. Compensation expense totaling $3.6 million for these LTIP Units was recognized in 2019.
In April 2020, as part of their annual compensation, we granted a total of 54,607 fully vested LTIP Units to certain of our trustees with an aggregate grant-date fair value of $1.5 million.
The following is a summary of the significant assumptions used to value the LTIP and Time-Based LTIP Units:
|
|
|
|
|
Expected volatility |
|
18.0% to 29.0% |
|
Risk-free interest rate |
|
0.3% to 1.5% |
|
Post-grant restriction periods |
|
2 to 3 years |
Performance-Based LTIP
During the six months ended June 30, 2020, we granted 593,100 LTIP Units with performance-based vesting requirements ("Performance-Based LTIP Units") to management and other employees with a weighted average grant-date fair value of $18.67 per unit. Our Performance-Based LTIP Units have a three-year performance period. 50% of any Performance-Based LTIP Units that are earned vest at the end of the three-year performance period and the remaining 50% on the fourth anniversary of the date of grant, subject to continued employment. If, however, the Performance-Based LTIP Units do not achieve a positive absolute total shareholder return (“TSR”) at the end of the three-year performance period, but satisfy the relative performance criteria thereof, 50% of the units that otherwise would have been retained will be forfeited, and the remaining 50% will be earned and vest if and when we achieve a positive TSR during the succeeding seven years, measured at the end of each quarter.
The aggregate grant-date fair value of the Performance-Based LTIP Units granted during the six months ended June 30, 2020, was $11.1 million, valued using Monte Carlo simulations. Compensation expense for the Performance-Based LTIP Units is being recognized over a four-year period. The following is a summary of the significant assumptions used to value the Performance-Based LTIP Units:
|
|
|
|
|
Expected volatility |
|
15.0% |
|
Dividend yield |
|
2.3% |
|
Risk-free interest rate |
|
1.3% |
ESPP
Pursuant to the ESPP, employees purchased 35,307 common shares for $887,000 during the six months ended June 30, 2020. The following is a summary of the significant assumptions used to value the ESPP common shares using the Black-Scholes model:
|
|
|
|
|
Expected volatility |
|
13.0% |
|
Dividend yield |
|
1.1% |
|
Risk-free interest rate |
|
1.7% |
19
|
Expected life |
|
6 months |
Share-Based Compensation Expense
The following is a summary of share-based compensation expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
||||||||
|
|
|
2020 |
|
2019 |
|
2020 |
|
2019 |
||||
|
|
|
(In thousands) |
||||||||||
|
Time-Based LTIP Units |
|
$ |
4,288 |
|
$ |
2,840 |
|
$ |
7,639 |
|
$ |
5,774 |
|
Performance-Based LTIP Units |
|
|
6,219 |
|
|
1,980 |
|
|
10,208 |
|
|
4,188 |
|
LTIP Units |
|
|
1,100 |
|
|
1,000 |
|
|
1,100 |
|
|
1,000 |
|
Other equity awards (1) |
|
|
1,590 |
|
|
981 |
|
|
3,139 |
|
|
2,040 |
|
Share-based compensation expense - other |
|
|
13,197 |
|
|
6,801 |
|
|
22,086 |
|
|
13,002 |
|
Formation Awards |
|
|
1,339 |
|
|
1,229 |
|
|
2,598 |
|
|
2,889 |
|
OP Units (2) |
|
|
5,977 |
|
|
6,813 |
|
|
12,618 |
|
|
14,744 |
|
LTIP Units (2) |
|
|
103 |
|
|
115 |
|
|
215 |
|
|
223 |
|
Special Performance-Based LTIP Units (3) |
|
|
687 |
|
|
640 |
|
|
1,358 |
|
|
1,284 |
|
Special Time-Based LTIP Units (3) |
|
|
752 |
|
|
726 |
|
|
1,510 |
|
|
1,514 |
|
Share-based compensation related to Formation Transaction and special equity awards (4) |
|
|
8,858 |
|
|
9,523 |
|
|
18,299 |
|
|
20,654 |
|
Total share-based compensation expense |
|
|
22,055 |
|
|
16,324 |
|
|
40,385 |
|
|
33,656 |
|
Less amount capitalized |
|
|
(1,243) |
|
|
(799) |
|
|
(2,211) |
|
|
(1,542) |
|
Share-based compensation expense |
|
$ |
20,812 |
|
$ |
15,525 |
|
$ |
38,174 |
|
$ |
32,114 |
| (1) | Primarily comprising compensation expense for certain executives who have elected to receive all or a portion of any cash bonus that may be paid in the subsequent year related to past service in the form of fully vested LTIP Units and related to our ESPP. |
| (2) | Represents share-based compensation expense for LTIP Units and OP Units subject to post-Combination employment obligations. |
| (3) | Represents equity awards issued related to our successful pursuit of Amazon's additional headquarters in National Landing. |
| (4) | Included in "General and administrative expense: Share-based compensation related to Formation Transaction and special equity awards" in the accompanying statements of operations. |
As of June 30, 2020, we had $74.0 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 2.0 years.
12.Transaction and Other Costs
The following is a summary of transaction and other costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
||||||||
|
|
|
2020 |
|
2019 |
|
2020 |
|
2019 |
||||
|
|
|
(In thousands) |
||||||||||
|
Demolition costs (1) |
|
$ |
— |
|
$ |
1,800 |
|
$ |
— |
|
$ |
4,119 |
|
Formation Transaction and integration costs (2) |
|
|
1,351 |
|
|
1,165 |
|
|
2,660 |
|
|
3,270 |
|
Completed, potential and pursued transaction expenses |
|
|
21 |
|
|
9 |
|
|
21 |
|
|
480 |
|
Other (3) |
|
|
— |
|
|
— |
|
|
4,000 |
|
|
— |
|
Transaction and other costs |
|
$ |
1,372 |
|
$ |
2,974 |
|
$ |
6,681 |
|
$ |
7,869 |
| (1) | Related to 1900 Crystal Drive. |
| (2) | Includes integration and severance costs. |
| (3) | Represents a charitable commitment to the Washington Housing Conservancy, a non-profit that acquires and owns affordable workforce housing in the Washington D.C. metropolitan region. |
20
13.Interest Expense
The following is a summary of interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
||||||||
|
|
|
2020 |
|
2019 |
|
2020 |
|
2019 |
||||
|
|
|
(In thousands) |
||||||||||
|
Interest expense before capitalized interest |
|
$ |
18,339 |
|
$ |
20,431 |
|
$ |
35,040 |
|
$ |
43,308 |
|
Amortization of deferred financing costs |
|
|
779 |
|
|
714 |
|
|
1,398 |
|
|
1,878 |
|
Net unrealized (gain) loss on derivative financial instruments not designated as cash flow hedges |
|
|
17 |
|
|
— |
|
|
(30) |
|
|
48 |
|
Capitalized interest |
|
|
(3,365) |
|
|
(8,038) |
|
|
(8,633) |
|
|
(14,953) |
|
Interest expense |
|
$ |
15,770 |
|
$ |
13,107 |
|
$ |
27,775 |
|
$ |
30,281 |
14.Shareholders' Equity and Earnings Per Common Share
Common Shares Repurchased
In March 2020, our Board of Trustees authorized the repurchase of up to $500 million of our outstanding common shares. During the six months ended June 30, 2020, we repurchased and retired 1.4 million common shares for $41.2 million, an average purchase price of $29.01 per share.
Earnings Per Common Share
The following is a summary of the calculation of basic and diluted earnings per common share and a reconciliation of the amounts of net income (loss) available to common shareholders used in calculating basic and diluted earnings per common share to net income (loss):
The effect of the redemption of OP Units and Time-Based LTIP Units that were outstanding as of June 30, 2020 and 2019 is excluded in the computation of diluted earnings 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 earnings per share). Since OP Units and Time-Based LTIP Units, 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 OP Unit and Time-Based LTIP Unit impact are excluded from net income (loss) available to common shareholders and from the weighted average number of common shares outstanding in calculating diluted earnings per common share. Performance-Based LTIP Units, Special Performance-Based LTIP Units and Formation Awards, which totaled 5.2 million and 5.1 million for the three and six months ended June 30, 2020, and 4.7 million for the three and six
21
months ended June 30, 2019, were excluded from the calculation of diluted earnings per common share as they were antidilutive, but potentially could be dilutive in the future.
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. We do not enter into derivative financial instruments for speculative purposes.
As of June 30, 2020 and December 31, 2019, 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 loss on our derivative financial instruments designated as cash flow hedges was $52.6 million and $17.7 million as of June 30, 2020 and December 31, 2019 and was recorded in "Accumulated other comprehensive loss" in our balance sheets, of which a portion was reclassified to "Redeemable noncontrolling interests." Within the next 12 months, we expect to reclassify $16.0 million as an increase to interest expense.
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:
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 under authoritative accounting guidance, the credit valuation adjustments associated with the derivatives also utilized Level 3 inputs, such as estimates of
22
current credit spreads to evaluate the likelihood of default. However, as of June 30, 2020 and December 31, 2019, 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 and losses included in "Other comprehensive loss" in our statements of comprehensive loss for the three and six months ended June 30, 2020 and 2019 were attributable to the net change in unrealized gains or losses related to the interest rate swaps that were outstanding during those periods, none of which were reported in our statements of operations as the interest rate swaps were documented and qualified as hedging instruments.
Financial Assets and Liabilities Not Measured at Fair Value
As of June 30, 2020 and December 31, 2019, all financial instruments and liabilities were reflected in our balance sheets at amounts which, in our estimation, reasonably approximated their fair values, except for the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2020 |
|
December 31, 2019 |
||||||||
|
|
|
Carrying |
|
|
|
Carrying |
|
|
||||
|
|
|
Amount (1) |
|
Fair Value |
|
Amount (1) |
|
Fair Value |
||||
|
|
|
(In thousands) |
||||||||||
|
Financial liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgages payable |
|
$ |
1,318,568 |
|
$ |
1,338,592 |
|
$ |
1,127,848 |
|
$ |
1,162,890 |
|
Revolving credit facility |
|
|
500,000 |
|
|
492,477 |
|
|
200,000 |
|
|
200,177 |
|
Unsecured term loans |
|
|
400,000 |
|
|
395,281 |
|
|
300,000 |
|
|
300,607 |
| (1) | The carrying amount consists of principal only. |
The fair values of the mortgages payable, revolving credit facility and unsecured term loans were determined using Level 2 inputs of the fair value hierarchy.
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 defined 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 (commercial, multifamily, 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 other property 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
23
separately in our statements of operations. The following represents the components of revenue from our third-party real estate services business:
| (1) | Represents reimbursement of expenses incurred by us on behalf of third parties, including allocated payroll costs and amounts paid to third-party contractors for construction management projects. |
Management company assets primarily consist of management and leasing contracts with a net book value of $28.5 million and $31.5 million and are classified in "Other assets, net" in our balance sheets as of June 30, 2020 and December 31, 2019. 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 income (loss) attributable to common shareholders to consolidated NOI:
| (1) | Excludes parking revenue of $810,000 and $7.2 million for the three and six months ended June 30, 2020, and $6.7 million and $13.1 million for the three and six months ended June 30, 2019. |
24
The following is a summary of NOI by segment. Items classified in the Other column include future development assets, corporate entities and the elimination of intersegment activity.
25
The following is a summary of certain balance sheet data by segment:
| (1) | Includes assets held for sale. See Note 3 for additional information. |
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 $1.5 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 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 mortgages payable secured by our properties, a revolving credit facility and unsecured 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 reasonable costs in the future. If lenders insist on greater coverage than we are able to obtain, it could adversely affect the ability to finance or refinance our properties.
Construction Commitments
As of June 30, 2020, we had construction in progress that will require an additional $52.6 million to complete ($35.3 million related to our consolidated entities and $17.3 million related to our unconsolidated real estate ventures at our share), based on our current plans and estimates, which we anticipate will be primarily expended over the next one to two years. These capital expenditures are generally due as the work is performed, and we expect to finance them with debt proceeds, proceeds from asset recapitalizations and sales, issuance and sale of equity securities and available cash.
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. The environmental assessments did not reveal 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. Environmental liabilities totaled $17.9 million as of both June 30, 2020 and December 31, 2019 and are included in "Other liabilities, net" in our balance sheets.
26
Other
There are various 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.
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 (1) guarantee portions of the principal, interest and other amounts in connection with borrowings, (2) provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) in connection with borrowings or (3) 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 June 30, 2020, we had additional capital commitments and certain recorded guarantees to our unconsolidated real estate ventures totaling $57.2 million. As of June 30, 2020, we had no principal payment guarantees related to our unconsolidated real estate ventures.
Additionally, with respect to borrowings of our consolidated entities, we have agreed, and may in the future agree, to (1) guarantee portions of the principal, interest and other amounts, (2) provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) or (3) provide guarantees to lenders, tenants and other third parties for the completion of development projects. As of June 30, 2020, the aggregate amount of principal payment guarantees was $8.3 million for our consolidated entities.
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 third parties, the WHI, Amazon and the JBG Legacy Funds. We provide services for the benefit of the JBG Legacy Funds that own interests in the assets retained by the JBG Legacy Funds. In connection with the contribution to us of the 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 and Board of Trustees have an ownership interest 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.
The WHI was launched by us and the Federal City Council in June 2018 as a scalable market-driven model that uses private capital to help address the scarcity of housing for middle income families. We are the manager for the WHI Impact Pool, which is the social impact investment vehicle of the WHI. As of June 30, 2020, the WHI Impact Pool had completed closings of capital commitments totaling $106.5 million, which included a commitment from us of $10.4 million.
The third-party real estate services revenue, including expense reimbursements, from the JBG Legacy Funds and the WHI Impact Pool was $4.7 million and $12.7 million for the three and six months ended June 30, 2020, and $10.0 million and
27
$18.4 million for the three and six months ended June 30, 2019. As of June 30, 2020 and December 31, 2019, we had receivables from the JBG Legacy Funds and the WHI Impact Pool totaling $8.4 million and $6.2 million for such services.
We rented our former corporate offices from an unconsolidated real estate venture and made payments totaling $2.4 million and $3.7 million for the three and six months ended June 30, 2020, and $1.3 million and $2.5 million for the three and six months ended June 30, 2019. In November 2019, we relocated our corporate headquarters. Upon the relocation of our corporate headquarters, we impaired the right-of-use asset due to our change in the use of the asset.
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 $3.3 million and $8.6 million during the three and six months ended June 30, 2020, and $5.4 million and $10.6 million during the three and six months ended June 30, 2019 which is included in "Property operating expenses" in our statements of operations.
19.Subsequent Events
On July 30, 2020, our Board of Trustees declared a quarterly dividend of $0.225 per common share, payable on August 27, 2020 to shareholders of record as of August 13, 2020.
28
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" 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 on Form 10-K for the year ended December 31, 2019.
One of the most significant factors that could cause actual outcomes to differ materially from our forward-looking statements is the adverse effect of the current pandemic of the novel coronavirus, or COVID-19, on our financial condition, results of operations, cash flows, performance, tenants, the real estate market and the global economy and financial markets. The extent to which the COVID-19 pandemic continues to impact us and our tenants depends on future developments, many of which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. Moreover, investors are cautioned to interpret many of the risks identified under the section titled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 as being heightened as a result of the ongoing and numerous adverse impacts of the COVID-19 pandemic.
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
JBG SMITH Properties ("JBG SMITH") is a Maryland real estate investment trust ("REIT"), which owns and operates a portfolio of high-growth commercial and multifamily assets, many of which are amenitized with ancillary retail. JBG SMITH's portfolio reflects its longstanding strategy of owning and operating assets within Metro-served submarkets in the Washington, D.C. metropolitan area that have high barriers to entry and key urban amenities, including being within walking distance of a Metro station. Substantially all of JBG SMITH's assets are held by, and its operations are conducted through, JBG SMITH Properties LP, its operating partnership. JBG SMITH is hereinafter referred to 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.
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 The JBG Companies ("JBG") (the "Combination"). The Separation and the Combination are collectively referred to as the "Formation Transaction."
References to our financial statements refer to our unaudited condensed consolidated financial statements as of June 30, 2020 and December 31, 2019, and for the three and six months ended June 30, 2020 and 2019. References to our balance sheets refer to our condensed consolidated balance sheets as of June 30, 2020 and December 31, 2019. References to our statements of operations refer to our condensed consolidated statements of operations for the three and six months
29
ended June 30, 2020 and 2019. References to our statements of cash flows refer to our condensed consolidated statements of cash flows for the six months ended June 30, 2020 and 2019.
The accompanying financial statements 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 disclosures 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 have elected to be taxed as a 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 intend to adhere to these requirements and maintain our REIT status in future periods. We also participate in the activities conducted by subsidiary entities which 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 these activities.
We aggregate our operating segments into three reportable segments (commercial, multifamily, and third-party asset management and real estate services) based on the economic characteristics and nature of our assets and services.
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 that affects the sequential comparison of our results in individual quarters over time. We have historically experienced higher utility costs in the first and third quarters of the year.
We compete with a large number of 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
As of June 30, 2020, our Operating Portfolio consisted of 63 operating assets comprising 43 commercial assets totaling 13.3 million square feet (11.2 million square feet at our share) and 20 multifamily assets totaling 7,367 units (5,583 units at our share). Additionally, we have (i) three assets under construction comprising one wholly owned commercial asset totaling 274,000 square feet and two multifamily assets totaling 755 units (577 units at our share); and (ii) 35 future development assets totaling approximately 19.4 million square feet (16.6 million square feet at our share) of estimated potential development density.
Since mid-2017, we have been focused on a comprehensive plan to reposition our holdings in National Landing in Northern Virginia through a broad array of Placemaking strategies. Our Placemaking strategies include 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 a robust offering of amenity retail and improved public spaces.
In November 2018, Amazon.com ("Amazon") announced it had selected sites that we own in National Landing as the location of an additional headquarters. In February 2019, the Commonwealth of Virginia enacted an incentives bill, which provides tax incentives to Amazon if it creates up to 37,850 full-time jobs with average salaries of $150,000 or higher in National Landing. As part of the incentive package, we expect $1.8 billion in infrastructure and education investments led by state and local governments.
To date, we have executed leases with Amazon totaling approximately 857,000 square feet at five office buildings in our National Landing portfolio. In March 2019, we executed purchase and sale agreements with Amazon for two of our National Landing development sites, Metropolitan Park and Pen Place, which will serve as the initial phase of new construction
30
associated with Amazon's new headquarters at National Landing. Subject to customary closing conditions, Amazon contracted to acquire these two development sites for an estimated aggregate $293.9 million, or $72.00 per square foot based on their combined estimated potential development density of up to approximately 4.1 million square feet. In December 2019, Arlington County approved the plans submitted by Amazon to construct two new office buildings, totaling 2.1 million square feet, inclusive of over 50,000 square feet of street-level retail with new shops and restaurants, on the Metropolitan Park land sites. In January 2020, we sold Metropolitan Park to Amazon for $155.0 million, which represented an $11.0 million increase over the previously estimated contract value resulting from an increase in the approved development density on the site. The sale of Pen Place to Amazon is expected to close in 2021. We are the developer, property manager and retail leasing agent for Amazon's new headquarters at National Landing.
2020 Outlook
On March 11, 2020, the World Health Organization declared the outbreak of COVID-19 a global pandemic and recommended containment and mitigation measures worldwide. On March 13, 2020, a National Emergency was declared in the United States in response to COVID-19. The efforts made by federal, state and local governments to mitigate the spread of COVID-19 included orders requiring the temporary closure of or imposed limitations on the operations of certain non-essential businesses, which have affected certain of our tenants, in particular tenants in the retail industry. While the unfolding economic downturn threatens to be significant, we expect the D.C. metropolitan area will prove to be more recession-resilient than other markets, as it has been in past recessions. While it is difficult to determine the long-term impact of COVID-19 on our business, it has adversely impacted our operations to date in 2020, and we expect it to negatively impact our operations during 2020 and into 2021.
The key areas that have been and we expect will continue to be negatively impacted include:
| ● | significantly decreased retail revenue from rent deferral accommodations offered to certain of our tenants that are unable to pay rent while stores are closed or not operating at full capacity, resulting in increased credit losses and write-offs against both billed and deferred (straight-line) rent receivables; |
| ● | an increase in apartment rental defaults as certain of our tenants become unable to pay their rent; |
| ● | a decline in parking revenue as office tenants work from home and transient parking declines (for the three months ended June 30, 2020, parking revenue declined by $3.3 million or 41.2% compared to the second quarter of 2019); |
| ● | depressed near-term leasing activity in both our commercial and multifamily portfolios, including the delay in the lease-up of our recently delivered multifamily assets; |
| ● | likely distress among coworking tenants, which comprised approximately 2.9% of our total square feet on a consolidated basis and 3.3% at our share as of June 30, 2020; |
| ● | increased cleaning costs to address specific COVID-19 exposure at some of our commercial and multifamily assets, partially offset by an overall decrease in operating expenses in our commercial buildings as many of our tenants' employees work from home; |
| ● | decreased income from the Crystal City Marriott hotel in National Landing due to its temporary closure during this crisis. The hotel reopened in mid-June. Net operating income (“NOI”) from this asset was $1.8 million for the year ended December 31, 2019; and |
| ● | increased interest expense from borrowings to provide additional liquidity and financial flexibility. |
While we are always focused on the long term, we are providing the following data to provide additional information regarding the impact of the pandemic on rent collections for the three months ended June 30, 2020. This data is unaudited and we make no assurances that our experience to date will be indicative of future performance. In the future, we plan to return to providing only our customary metrics, and we undertake no obligation to continue to provide such information on a going forward basis.
| ● | rent collections for our commercial office tenants were 98.5% (1) on a consolidated basis and 98.6% at our share (2019 historical average rate is 99.7%); |
| ● | rent collections for our multifamily tenants were 98.5% both on a consolidated basis and at our share (2019 historical average rate is 99.9%); and |
| ● | rent collections for our commercial retail tenants were 61.8% (1) on a consolidated basis and 58.0% at our share (2019 historical average rate is 98.4%). |
31
| (1) | Excludes $1.2 million of deferred rents, consisting of $0.2 million and $1.0 million for commercial office tenants and retail tenants. Including these deferred rents, our rent collections for the second quarter of 2020 would have been 98.2% and 54.4% for commercial office tenants and retail tenants on a consolidated basis. |
During the three and six months ended June 30, 2020, we recorded $3.6 million and $4.7 million of credit losses against billed rent receivables and $2.0 million and $3.6 million against deferred (straight-line) rent receivables due to the effects of COVID-19 related to certain of our tenants, primarily our retail tenants, that are unable to pay rent while businesses are closed or not operating at full capacity. During the three months ended June 30, 2020, we also recorded $2.4 million of reserves against receivables from one of our parking operators that filed for bankruptcy protection. Additionally, in connection with the preparation and review of our second quarter 2020 financial statements, we determined that our investment in the venture that owns The Marriott Wardman Park hotel was impaired due to a decline in the fair value of the underlying asset and recorded an impairment charge of $6.5 million, reducing the net book value of our investment to zero.
Although we are experiencing supply chain and labor delays as a result of new job site procedures, as of June 30, 2020, all of our construction projects are active and on schedule with the exception of 7900 Wisconsin Avenue, for which we revised the delivery date earlier this year to the first quarter of 2021, a delay of two quarters from the originally estimated completion date. We are not aware of any material impact on the construction timeline for Amazon’s new headquarters. For predevelopment projects that are in various stages of entitlement, many of these processes have slowed due to reduced or eliminated public meetings. We obtained entitlements associated with approximately 820,000 square feet in National Landing immediately prior to Virginia’s stay-at-home order in March 2020. These entitlements added approximately 65,000 square feet of potential development density to our future development pipeline.
We anticipate the COVID-19 pandemic to significantly impact the real estate industry for years to come. Over the short term, uncertainty surrounding the pandemic will likely suppress net new demand for office space and bias multifamily leasing to renewals. Retail failures are likely to accelerate, and an already competitive marketplace will favor tenants with experience and capital. Over the longer term, however, the story is likely to be more nuanced. We believe the maturation of teleworking and the continuing trend to workplace flexibility are here to stay and will likely be felt through an increase in office workers served per square foot of space. We believe this will be a headwind for office rent growth, much as densification served as a headwind over the past decade.
While the unfolding economic downturn continues to be significant, we take solace in the fact that in past recessions, the D.C. metropolitan area has historically proven to be more resilient than other gateway markets. Our concentration in this market, where a high percentage of demand for our businesses is driven by the federal government, government contractors and Amazon-related activity, should soften the anticipated impact of a recession on our business, and has the potential to translate into countercyclical growth. We expect our heavy concentration in Amazon’s path of growth at a time like this to bear fruit on multiple fronts. First and foremost, Amazon has historically increased its hiring pace during economic downturns. Recent announcements from Amazon indicate that it intends to accelerate hiring for its additional headquarters in National Landing in the years ahead, and that the organization remains fully committed to its planned occupancies in National Landing. In addition, the potential for construction cost reductions, an expected decline in the supply pipeline and limited disruptions to permitting and construction, should facilitate pursuit of our multifamily growth plans, especially those related to new development in National Landing. Finally, we expect increased government spending in response to the pandemic to drive more agency and contractor spending locally, which should limit the effects of the downturn on our market, and may also provide stimulus for future growth. Though we remain cautious on the short-term outlook for our business, as the impact of COVID-19 is difficult to predict, we see the potential for strong demand and growth in our market over the medium and long term.
During 2019, we sold or recapitalized approximately $426 million of assets, which included approximately $270 million of operating assets, that we believed were valued in excess of their net asset value. The assets sold or recapitalized generated approximately $10 million of NOI during the year ended December 31, 2019. We expected to continue this opportunistic strategy in 2020 by marketing over $500 million of assets for sale with an expectation to transact on at least $200 million. Given the impact of COVID-19 on the investment sales market, we believe it will be difficult to achieve the $200 million target. Although the investment sales market was frozen for most of the second quarter, we have recently resumed our marketing efforts of certain assets and if we can transact at or above net asset value or at pricing that is accretive relative to other uses of capital, we intend to do so.
32
The significance, extent and duration of the impact of COVID-19 on our business remains largely uncertain and dependent on future developments that cannot be accurately predicted at this time. These developments include: the continued severity, duration, transmission rate and geographic spread, and possible resurgence, of COVID-19 in the United States; the extent and effectiveness of the containment measures taken; and the response of the overall economy, the financial markets and the population, particularly in areas in which we operate, once the current containment measures are lifted. These uncertainties make it difficult to predict operating results for our business for the remainder of 2020. Therefore, there can be no assurances that we will not experience material declines in revenues, net income, NOI or Funds from Operations ("FFO"). For more information, see “Part II – Item 1A. Risk Factors” included elsewhere in this Quarterly Report on Form 10-Q.
Operating Results
Key highlights of operating results for the three and six months ended June 30, 2020 included:
| ● | net loss attributable to common shareholders of $36.8 million, or $0.28 per diluted common share, for the three months ended June 30, 2020 compared to $3.0 million, or $0.03 per diluted common share, for the three months ended June 30, 2019. Net income attributable to common shareholders of $6.1 million, or $0.04 per diluted common share, for the six months ended June 30, 2020 compared to $21.8 million, or $0.16 per diluted common share, for the six months ended June 30, 2019. Net income attributable to common shareholders for the six months ended June 30, 2020 and 2019 included gains on the sale of real estate of $59.5 million and $39.0 million; |
| ● | third-party real estate services revenue, including reimbursements, of $27.2 million and $56.9 million for the three and six months ended June 30, 2020 compared to $29.5 million and $57.2 million for the three and six months ended June 30, 2019; |
| ● | operating commercial portfolio leased and occupied percentages at our share of 90.4% and 88.1% as of June 30, 2020 compared to 91.0% and 88.7% as of March 31, 2020 and 90.3% and 86.0% as of June 30, 2019; |
| ● | operating multifamily portfolio leased and occupied percentages at our share of 85.8% and 82.3% as of June 30, 2020 compared to 87.0% and 84.5% as of March 31, 2020 and 98.0% and 95.0% as of June 30, 2019; |
| ● | the leasing of 223,000 square feet, or 206,000 square feet at our share, at an initial rent (1) of $47.34 per square foot and a GAAP-basis weighted average rent per square foot (2) of $47.06 for the three months ended June 30, 2020, and the leasing of 549,000 square feet, or 505,000 square feet at our share, at an initial rent (1) of $46.01 per square foot and a GAAP-basis weighted average rent per square foot (2) of $46.17 for the six months ended June 30, 2020; and |
| ● | a decrease in same store (3) NOI of 3.0% to $74.5 million for the three months ended June 30, 2020 compared to $76.8 million for the three months ended June 30, 2019, and an increase in same store (3) NOI of 0.4% to $150.4 million for the six months ended June 30, 2020 compared to $149.8 million for the six months ended June 30, 2019. |
| (1) | Represents the cash basis weighted average starting rent per square foot, which excludes free rent and fixed escalations. |
| (2) | Represents the weighted average rent per square foot recognized over the term of the respective leases, including the effect of free rent and fixed escalations. |
| (3) | Includes the results of the properties that are owned, operated and in-service for the entirety of both periods being compared except for properties for which significant redevelopment, renovation or repositioning occurred during either of the periods being compared. |
Additionally, investing and financing activity during the six months ended June 30, 2020 included:
| ● | the sale of Metropolitan Park to Amazon for the gross sales price of $155.0 million, which represented an $11.0 million increase over the previously estimated contract value, resulting from an increase in the approved development density on the site; |
| ● | the sale of 11333 Woodglen Drive/NoBe II Land/Woodglen ("Woodglen"), commercial and future development assets located in Rockville, Maryland, by our unconsolidated real estate venture with Landmark for $17.8 million. In connection with the sale, we recognized our proportionate share of the loss from the sale of $3.0 million; |
| ● | borrowings of $500.0 million under our revolving credit facility; |
| ● | the amendment of the credit facility to extend the maturity date of our revolving credit facility to January 2025; |
| ● | a $100.0 million draw under our unsecured term loan; |
| ● | the closing of a mortgage loan with a principal balance of $175.0 million collateralized by 4747 Bethesda Avenue; |
| ● | the refinancing of the mortgage loan collateralized by RTC-West, increasing the principal balance by $20.2 million; |
| ● | a mortgage loan entered into by our real estate venture with CPPIB with a maximum principal balance of $160.0 million collateralized by 1900 N Street. The venture initially received proceeds from the mortgage loan of $134.5 million ($74.0 million at our share), with an additional $25.5 million available in the future; |
| ● | the payment of dividends totaling $60.3 million and distributions to our noncontrolling interests of $7.6 million; |
| ● | the repurchase and retirement of 1.4 million of our common shares for $41.2 million, an average purchase price of $29.01 per share; and |
| ● | the investment of $181.2 million in development, construction in progress and real estate additions. |
Activity subsequent to June 30, 2020 included:
| ● | the closing of three separate mortgage loans with an aggregate principal balance of $385.0 million, collateralized by The Bartlett, 1221 Van Street and 220 20th Street; |
| ● | the repayment of the $500.0 million outstanding balance on our revolving credit facility; and |
| ● | the declaration of a quarterly dividend of $0.225 per common share, payable on August 27, 2020 to shareholders of record as of August 13, 2020. |
Critical Accounting Policies and Estimates
Our Annual Report on Form 10-K for the year ended December 31, 2019 contains a description of our critical accounting policies, including asset acquisitions and business combinations, real estate, investments in real estate ventures, revenue recognition and share-based compensation. There have been no significant changes to our policies during 2020.
Recent Accounting Pronouncements
See Note 2 to the financial statements for a description of recent accounting pronouncements.
Results of Operations
During 2019 and 2020, we sold Commerce Executive/Commerce Executive Metro Land, 1600 K Street, Vienna Retail, a 50.0% interest in the entity that owns Central Place Tower, and Metropolitan Park (collectively, the “Disposed Properties”). In December 2019, we acquired F1RST Residences.
34
Comparison of the Three Months Ended June 30, 2020 to 2019
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 June 30, 2020 compared to the same period in 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
||||||
|
|
|
2020 |
|
2019 |
|
% Change |
|
||
|
|
|
(In thousands) |
|
||||||
|
Property rental revenue |
|
$ |
115,459 |
|
$ |
122,326 |
|
(5.6) |
% |
|
Third-party real estate services revenue, including reimbursements |
|
|
27,167 |
|
|
29,487 |
|
(7.9) |
% |
|
Depreciation and amortization expense |
|
|
52,616 |
|
|
45,995 |
|
14.4 |
% |
|
Property operating expense |
|
|
33,792 |
|
|
32,113 |
|
5.2 |
% |
|
Real estate taxes expense |
|
|
17,869 |
|
|
18,266 |
|
(2.2) |
% |
|
General and administrative expense: |
|
|
|
|
|
|
|
|
|
|
Corporate and other |
|
|
13,216 |
|
|
11,559 |
|
14.3 |
% |
|
Third-party real estate services |
|
|
29,239 |
|
|
28,710 |
|
1.8 |
% |
|
Share-based compensation related to Formation Transaction and special equity awards |
|
|
8,858 |
|
|
9,523 |
|
(7.0) |
% |
|
Transaction and other costs |
|
|
1,372 |
|
|
2,974 |
|
(53.9) |
% |
|
Loss from unconsolidated real estate ventures, net |
|
|
13,485 |
|
|
1,810 |
|
645.0 |
% |
|
Interest expense |
|
|
15,770 |
|
|
13,107 |
|
20.3 |
% |
Property rental revenue decreased by approximately $6.9 million, or 5.6%, to $115.5 million in 2020 from $122.3 million in 2019. The decrease was primarily due to a $9.2 million decrease related to the Disposed Properties and a $7.5 million decrease in property rental revenue due to the deferral of rent for tenants that were placed on the cash basis of accounting and an increase in uncollectable operating lease receivables attributable to the COVID-19 pandemic. The decrease in property rental revenue was partially offset by a $3.6 million increase related to 4747 Bethesda Avenue and West Half, both of which were placed into service during the second half of 2019, a $2.8 million increase related to properties with spaces leased to Amazon beginning in 2019 (1800 South Bell and 241 18th Street South) and a $2.3 million increase related to F1RST Residences.
Third-party real estate services revenue, including reimbursements, decreased by approximately $2.3 million, or 7.9%, to $27.2 million in 2020 from $29.5 million in 2019. The decrease was primarily due to a $1.2 million decrease in asset management fees and a $1.0 million decrease in property management fees primarily due to the sale of assets within the legacy funds formerly organized by The JBG Companies (the "JBG Legacy Funds"), and a $489,000 decrease in reimbursements revenue. The decrease in third-party real estate services revenue was partially offset by a $515,000 increase in development fee income, primarily from Amazon.
Depreciation and amortization expense increased by approximately $6.6 million, or 14.4%, to $52.6 million in 2020 from $46.0 million in 2019. The increase was primarily due to a $3.8 million increase related to 4747 Bethesda Avenue and West Half, a $1.6 million increase related to two under construction buildings (965 Florida Avenue and 901 W Street) that were placed into service in the first half of 2020, a $1.3 million increase related to F1RST Residences and a $1.2 million increase related to properties with spaces leased to Amazon beginning in 2019. The increase in depreciation and amortization expense was partially offset by a $3.6 million decrease related to the Disposed Properties.
Property operating expense increased by approximately $1.7 million, or 5.2%, to $33.8 million in 2020 from $32.1 million in 2019. The increase was primarily due to a $1.1 million increase related to 4747 Bethesda Avenue and West Half, a $862,000 increase related to F1RST Residences and an increase in property operating expenses across various properties throughout the portfolio. The increase in property operating expense was partially offset by a $2.8 million decrease related to the Disposed Properties.
Real estate tax expense decreased by approximately $397,000, or 2.2%, to $17.9 million in 2020 from $18.3 million in 2019. The decrease was primarily due to a $1.2 million decline related to the Disposed Properties and a decrease in real estate tax expense for various properties throughout the portfolio. The decrease in real estate tax expense was partially
35
offset by a $750,000 increase at 4747 Bethesda Avenue and West Half due to a reduction in capitalized real estate taxes as those assets were placed in service and a $337,000 increase related to FIRST Residences.
General and administrative expense: corporate and other increased by approximately $1.7 million, or 14.3%, to $13.2 million in 2020 from $11.6 million in 2019. The increase was primarily due to an increase in share-based compensation expense from the issuance of the 2020 equity awards, which were partially offset by a decrease in consulting costs, professional fees and rent expense.
General and administrative expense: third-party real estate services increased by approximately $529,000, or 1.8%, to $29.2 million in 2020 from $28.7 million in 2019. The increase was primarily due to an increase in share-based compensation expense from the issuance of the 2020 equity awards, partially offset by a decrease in consulting costs and rent expense.
General and administrative expense: share-based compensation related to Formation Transaction and special equity awards decreased by approximately $665,000, or 7.0%, to $8.9 million in 2020 from $9.5 million in 2019. The decrease was primarily due to the application of the graded vesting approach to certain awards issued in prior years, which results in higher expense recognition in periods nearest to the date of grant.
Transaction and other costs of $1.4 million in 2020 consist primarily of costs incurred in connection with the Formation Transaction (including integration and severance costs). Transaction and other costs of $3.0 million in 2019 consist primarily of $1.8 million of demolition costs related to 1900 Crystal Drive and $1.2 million of costs incurred in connection with the Formation Transaction (including integration and severance costs).
Loss from unconsolidated real estate ventures increased by approximately $11.7 million, or 645.0%, to $13.5 million for 2020 from $1.8 million in 2019. The increase was primarily due to a $6.5 million impairment charge related to an investment in an unconsolidated real estate venture due to a decline in the fair value of the underlying asset, The Marriott Wardman Park hotel, and losses incurred during the quarter resulting from its closure in March 2020 due to the effects of COVID-19, and a $3.0 million loss from the sale of Woodglen by an unconsolidated real estate venture.
Interest expense increased by approximately $2.7 million, or 20.3%, to $15.8 million in 2020 from $13.1 million in 2019. The increase was primarily due to higher average outstanding balances under our revolving credit facility and our unsecured term loans, and a new mortgage loan collateralized by 4747 Bethesda Avenue. The increase was also due to a $4.7 million decrease in capitalized interest primarily due to a reduction in the capitalization of interest for 4747 Bethesda Avenue, West Half and 1900 N Street as those assets were placed in service. The increase in interest expense was partially offset by a $2.9 million decrease related to the Disposed Properties and the repayment of several mortgages payable during 2019.
36
Comparison of the Six Months Ended June 30, 2020 to 2019
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 six months ended June 30, 2020 compared to the same period in 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
||||||
|
|
|
2020 |
|
2019 |
|
% Change |
|
||
|
|
(In thousands) |
|
|||||||
|
Property rental revenue |
|
$ |
235,839 |
|
$ |
241,739 |
|
(2.4) |
% |
|
Third-party real estate services revenue, including reimbursements |
|
|
56,883 |
|
|
57,178 |
|
(0.5) |
% |
|
Depreciation and amortization expense |
|
|
101,105 |
|
|
94,714 |
|
6.7 |
% |
|
Property operating expense |
|
|
68,295 |
|
|
64,287 |
|
6.2 |
% |
|
Real estate taxes expense |
|
|
36,068 |
|
|
35,501 |
|
1.6 |
% |
|
General and administrative expense: |
|
|
|
|
|
|
|
|
|
|
Corporate and other |
|
|
26,392 |
|
|
23,873 |
|
10.6 |
% |
|
Third-party real estate services |
|
|
58,053 |
|
|
56,776 |
|
2.2 |
% |
|
Share-based compensation related to Formation Transaction and special equity awards |
|
|
18,299 |
|
|
20,654 |
|
(11.4) |
% |
|
Transaction and other costs |
|
|
6,681 |
|
|
7,869 |
|
(15.1) |
% |
|
Income (loss) from unconsolidated real estate ventures, net |
|
|
(16,177) |
|
|
1,791 |
|
* |
|
|
Interest expense |
|
|
27,775 |
|
|
30,281 |
|
(8.3) |
% |
|
Gain on sale of real estate |
|
|
59,477 |
|
|
39,033 |
|
52.4 |
% |
* Not meaningful.
Property rental revenue decreased by approximately $5.9 million, or 2.4%, to $235.8 million in 2020 from $241.7 million in 2019. The decrease was primarily due to an $18.7 million decrease related to the Disposed Properties and an $8.6 million decrease in property rental revenue due to the deferral of rent for tenants that were placed on the cash basis of accounting and an increase in uncollectable operating lease receivables attributable to the COVID-19 pandemic. The decrease in property rental revenue was partially offset by a $7.1 million increase related to 4747 Bethesda Avenue and West Half, both of which were placed into service during the second half of 2019, a $5.0 million increase related to properties with spaces leased to Amazon beginning in 2019 (1800 South Bell and 241 18th Street South), a $4.8 million increase related to F1RST Residences, a $1.8 million increase primarily due to tenant reimbursements for construction services at 1901 South Bell Street and a $1.8 million increase related to an increase in occupancy at 2200 Crystal Drive.
Third-party real estate services revenue, including reimbursements, decreased by approximately $295,000, or 0.5%, to $56.9 million in 2020 from $57.2 million in 2019. The decrease was primarily due to a $1.9 million decrease in asset management fees due to the sale of assets within the JBG Legacy Funds and a $757,000 decrease in leasing fees. The decrease in third-party real estate services revenue was partially offset by a $1.7 million increase in development fee income, primarily from Amazon and an $831,000 increase in other service revenue.
Depreciation and amortization expense increased by approximately $6.4 million, or 6.7%, to $101.1 million in 2020 from $94.7 million in 2019. The increase was primarily due to a $7.0 million increase related to 4747 Bethesda Avenue and West Half, a $2.8 million increase related to properties with spaces leased to Amazon beginning in 2019, a $2.7 million increase related to F1RST Residences and a $1.9 million increase related to two under construction buildings (965 Florida Avenue and 901 W Street) that were placed into service in the first half of 2020. The increase in depreciation and amortization expense was partially offset by a $7.3 million decrease related to the Disposed Properties and a $2.6 million decrease related to several properties in National Landing as certain tenant improvements fully amortized.
Property operating expense increased by approximately $4.0 million, or 6.2%, to $68.3 million in 2020 from $64.3 million in 2019. The increase was primarily due to a $2.4 million increase related to 4747 Bethesda Avenue and West Half, a $1.5 million increase related to F1RST Residences and an increase in property operating expenses across various properties throughout the portfolio. The increase in property operating expense was partially offset by a $6.0 million decrease related to the Disposed Properties.
37
Real estate tax expense increased by approximately $567,000, or 1.6%, to $36.1 million in 2020 from $35.5 million in 2019. The increase was primarily due to a $1.6 million increase at 4747 Bethesda Avenue and West Half due to a reduction in capitalized real estate taxes as those assets were placed in service, a $678,000 increase related to F1RST Residences and an increase in real estate taxes related to various properties located in National Landing. The increase in real estate tax expense was partially offset by a $2.6 million decline related to the Disposed Properties.
General and administrative expense: corporate and other increased by approximately $2.5 million, or 10.6%, to $26.4 million in 2020 from $23.9 million in 2019. The increase was primarily due to an increase in share-based compensation expense from the issuance of the 2020 equity awards and an increase in compensation costs, partially offset by a decrease in professional fees and rent expense.
General and administrative expense: third-party real estate services increased by approximately $1.3 million, or 2.2%, to $58.1 million in 2020 from $56.8 million in 2019. The increase was primarily due to an increase in share-based compensation expense from the issuance of the 2020 equity awards, partially offset by a decrease in rent expense.
General and administrative expense: share-based compensation related to Formation Transaction and special equity awards decreased by approximately $2.4 million, or 11.4%, to $18.3 million in 2020 from $20.7 million in 2019. The decrease was primarily due to the application of the graded vesting approach to certain awards issued in prior years, which results in higher expense recognition in periods nearest to the date of grant.
Transaction and other costs of $6.7 million in 2020 includes $4.0 million of costs related to a charitable commitment to the Washington Housing Conservancy, a non-profit that acquires and owns affordable workforce housing in the Washington D.C. metropolitan region, and $2.7 million of costs incurred in connection with the Formation Transaction (including integration and severance costs). Transaction and other costs of $7.9 million in 2019 includes $4.1 million of demolition costs related to 1900 Crystal Drive, $3.3 million of costs incurred in connection with the Formation Transaction (including integration and severance costs) and $480,000 of expenses related to completed, potential and pursued transactions.
Income (loss) from unconsolidated real estate ventures decreased by approximately $18.0 million to a net loss of $16.2 million for 2020 from net income of $1.8 million in 2019. The decrease was primarily due to a $6.5 million impairment charge related to an investment in an unconsolidated real estate venture due to a decline in the fair value of the underlying asset, The Marriott Wardman Park hotel, and losses incurred during the quarter resulting from its closure in March 2020 due to the effects of COVID-19, and a $3.0 million loss from the sale of Woodglen by an unconsolidated real estate venture. The decrease was also due to the recognition of $6.4 million of income, during the first quarter of 2019, primarily related to distributions from the real estate venture that owns 1101 17th Street.
Interest expense decreased by approximately $2.5 million, or 8.3%, to $27.8 million in 2020 from $30.3 million in 2019. The decrease was primarily due to a $5.7 million decrease related to the Disposed Properties and the repayment of several mortgages payable during 2019. The decrease in interest expense was partially offset by higher average outstanding balances under our revolving credit facility and unsecured term loans, and a new mortgage loan collateralized by 4747 Bethesda Avenue. The decrease in interest expense was partially offset by a $6.3 million decrease in capitalized interest primarily due to a reduction in the capitalization of interest for 4747 Bethesda Avenue, West Half and 1900 N Street as those assets were placed in service.
Gain on the sale of real estate of $59.5 million in 2020 was due to the sale of Metropolitan Park. Gain on the sale of real estate of $39.0 million in 2019 was due to the sale of Commerce Executive/Commerce Metro Land.
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 issued in 2018. NAREIT defines FFO as net income (loss) (computed in accordance with GAAP), excluding depreciation and amortization related to real estate, gains and losses from the sale of certain real estate assets, gains and losses from change in control and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable
38
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 and other non-comparable income and expenses, which implicitly assumes that the value of real estate diminishes predictably over time rather than fluctuating based on market conditions. FFO 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 income (loss) attributable to common shareholders, the most directly comparable GAAP measure, to FFO:
|
(1) |
In connection with the preparation and review of our second quarter 2020 financial statements, we determined that our investment in the venture that owns The Marriott Wardman Park hotel was impaired due to a decline in the fair value of the underlying asset and recorded an impairment charge of $6.5 million, reducing the net book value of our investment to zero. |
NOI and Same Store NOI
We utilize NOI, which is a non-GAAP financial measure, to assess a segment's performance. The most directly comparable GAAP measure is net income (loss) attributable to common shareholders. We use NOI internally as a performance measure and believe NOI provides useful information to investors regarding our financial condition and results of operations because it reflects only property related revenue (which includes base rent, tenant reimbursements and other operating revenue, net of free rent and payments associated with assumed lease liabilities) less operating expenses and ground rent, if applicable. NOI also excludes deferred rent, related party management fees, interest expense, and certain other non-cash adjustments, including the accretion of acquired below-market leases and amortization of acquired above-market leases and below-market ground lease intangibles. Management uses NOI as a supplemental performance measure for our assets and believes it provides useful information to investors because it reflects only those revenue and expense items that are incurred at the asset level, excluding non-cash items. In addition, NOI is considered by many in the real estate industry to be a useful starting point for determining the value of a real estate asset or group of assets. However, because NOI excludes depreciation and amortization and captures neither the changes in the value of our assets that result from use or market conditions, nor
39
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 that 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.
We also provide certain information on a "same store" basis. 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 except for properties for which significant redevelopment, renovation or repositioning occurred during either of the periods being compared. 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 property under construction 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.
During the three months ended June 30, 2020, our same store pool changed due to the inclusion of 1800 South Bell and 1221 Van Street, and the exclusion of Woodglen, which was sold by an unconsolidated real estate venture during the second quarter of 2020. During the six months ended June 30, 2020, our same store pool changed due to the inclusion of our 50% interest in Central Place Tower and 1700 M Street, and the exclusion of Woodglen.
Same store NOI decreased by $2.3 million, or 3.0%, and increased $558,000 and 0.4%, for the three and six months ended June 30, 2020, as compared to the three and six months ended June 30, 2019. The decrease in same store NOI for the three months ended June 30, 2020 was driven by (i) lower occupancy, a reduction in revenue and higher operating costs at our multifamily properties, which were all related to the COVID-19 pandemic, and (ii) a reduction in revenue in our commercial portfolio due to the deferral of rent, an increase in uncollectable operating lease receivables, and a decline in parking revenue, all attributable to the COVID-19 pandemic, offset by the burn-off of rent abatements. The increase in same store NOI for the six months ended June 30, 2020 was largely due to the burn off of rent abatements and increase in occupancy in our commercial portfolio, which was partially offset by higher operating costs and a reduction in revenue due to the deferral of rent and an increase in uncollectable operating lease receivables attributable to the COVID-19 pandemic.
40
The following is the reconciliation of net income (loss) attributable to common shareholders to NOI and same store NOI:
| (1) | Excludes parking revenue of $810,000 and $7.2 million for the three and six months ended June 30, 2020, and $6.7 million and $13.1 million for the three and six months ended June 30, 2019. |
| (2) | Adjustment to exclude straight-line rent, above/below market lease amortization and lease incentive amortization. |
| (3) | Adjustment to include other revenue and payments associated with assumed lease liabilities related to operating properties and to exclude commercial lease termination revenue and allocated corporate general and administrative expenses to operating properties. |
| (4) | Includes the results of our under construction assets and future development pipeline. |
| (5) | Includes the results of properties that were not in-service for the entirety of both periods being compared and properties for which significant redevelopment, renovation or repositioning occurred during either of the periods being compared. |
| (6) | Includes the results of the properties that are owned, operated and in-service for the entirety of both periods being compared except for properties that are being phased out of service for future development. |
41
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 defined 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 (commercial, multifamily, 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. NOI includes property rental revenue and other property 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 and discussed in the preceding pages under "Results of Operations." The following represents the components of revenue from our third-party real estate services business:
| (1) | Represents reimbursements of expenses incurred by us on behalf of third parties, including allocated payroll costs and amounts paid to third-party contractors for construction management projects. |
Third-party real estate services revenue, including reimbursements, decreased by approximately $2.3 million, or 7.9%, to $27.2 million for the three months ended June 30, 2020 from $29.5 million for the same period in 2019. The decrease was primarily due to a $1.2 million decrease in asset management fees, and a $1.0 million decrease in property management fees primarily due to the sale of assets within the JBG Legacy Funds, and a $489,000 decrease in reimbursements revenue. The decrease in third-party real estate services revenue was partially offset by a $515,000 increase in development fee income, primarily from Amazon. Third-party real estate services expenses increased by approximately $529,000, or 1.8%, to $29.2 million for the three months ended June 30, 2020 from $28.7 million for the same period in 2019. The increase was primarily due to an increase in share-based compensation expense from the issuance of the 2020 equity awards, partially offset by a decrease in consulting costs and rent expense.
Third-party real estate services revenue, including reimbursements, decreased by approximately $295,000, or 0.5%, to $56.9 million for the six months ended June 30, 2020 from $57.2 million for the same period in 2019. The decrease was primarily due to a $1.9 million decrease in asset management fees due to the sale of assets within the JBG Legacy Funds and a $757,000 decrease in leasing fees. The decrease in third-party real estate services revenue was partially offset by a $1.7 million increase in development fee income, primarily from Amazon, and an $831,000 increase in other service revenue. Third-party real estate services expenses increased by approximately $1.3 million, or 2.2%, to $58.1 million for the six months ended June 30, 2020 from $56.8 million for the same period in 2019. The increase was primarily due to an
42
increase in share-based compensation expense from the issuance of the 2020 equity awards, partially offset by a decrease in rent expense.
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 other property revenue (primarily parking revenue). Property expense is calculated as property operating expenses plus real estate taxes. Consolidated NOI is calculated as total property revenue less total property expense. See Note 16 to the financial statements for the reconciliation of net income (loss) attributable to common shareholders to consolidated NOI for the three and six months ended June 30, 2020 and 2019. The following is a summary of NOI by segment:
| (1) | Includes activity related to future development assets and corporate entities and the elimination of intersegment activity. |
Comparison of the Three Months Ended June 30, 2020 to 2019
Commercial: Property rental revenue decreased by $14.9 million, or 14.7%, to $86.3 million in 2020 from $101.2 million in 2019. Consolidated NOI decreased by $11.8 million, or 18.9%, to $50.3 million in 2020 from $62.1 million in 2019. The decrease in property revenue and consolidated NOI was primarily due to the sale of the Disposed Properties, a decrease in property rental revenue due to the deferral of rent for tenants that were placed on the cash basis of accounting and an increase in uncollectable operating lease receivables attributable to the COVID-19 pandemic, and a $2.4 million decrease due to bad debt reserves recorded in connection with the filing for bankruptcy by one of our parking operators. The decrease in property revenues and consolidated NOI was partially offset by an increase in revenue from 4747 Bethesda Avenue, which we placed into service during the fourth quarter of 2019, and to properties with spaces leased to Amazon beginning in 2019 (1800 South Bell and 241 18th Street South).
Multifamily: Property rental revenue increased by $2.7 million, or 9.3%, to $31.7 million in 2020 from $29.0 million in 2019. Consolidated NOI decreased by $359,000, or 2.2%, to $16.3 million in 2020 from $16.6 million in 2019. The increase in property revenue was primarily due the acquisition of F1RST Residences and placing West Half into service in the second half of 2019. The decrease in NOI was primarily due to increased payroll costs related to the COVID-19 pandemic and to no longer capitalizing expenses at 901 W Street as the property was placed into service in the first quarter of 2020.
43
Comparison of the Six Months Ended June 30, 2020 to 2019
Commercial: Property rental revenue decreased by $20.1 million, or 9.8%, to $183.8 million in 2020 from $203.8 million in 2019. Consolidated NOI decreased by $14.3 million, or 11.7%, to $107.4 million in 2020 from $121.7 million in 2019. The decrease in property revenue and consolidated NOI was primarily due to the sale of the Disposed Properties, a decrease in property rental revenue due to the deferral of rent for tenants that were placed on the cash basis of accounting and an increase in uncollectable operating lease receivables attributable to the COVID-19 pandemic, and a $2.4 million decrease due to bad debt reserves recorded in connection with the filing for bankruptcy by one of our parking operators. The decrease in property revenues and consolidated NOI was partially offset by an increase in revenue from 4747 Bethesda Avenue, which we placed into service during the fourth quarter of 2019, and to properties with spaces leased to Amazon beginning in 2019 (1800 South Bell and 241 18th Street South).
Multifamily: Property rental revenue increased by $7.3 million, or 12.7%, to $64.6 million in 2020 from $57.3 million in 2019. Consolidated NOI increased by $723,000, or 2.2%, to $34.2 million in 2020 from $33.4 million in 2019. The increase in property revenue and consolidated NOI was primarily due to the acquisition of F1RST Residences and increased occupancy at 1221 Van Street. Property rental revenue also increased due to the placing of West Half into service in the second half of 2019.
Liquidity and Capital Resources
Property rental income is our primary source of operating cash flow and is dependent on a number of 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 third parties, the Washington Housing Initiative ("WHI") Impact Pool, Amazon and the JBG Legacy Funds. 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. Other sources of liquidity to fund cash requirements include proceeds from financings, asset sales and the issuance and sale of equity securities. We anticipate that cash flows from continuing operations and proceeds from financings, recapitalizations and asset sales, 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 over the next 12 months.
Financing Activities
The following is a summary of mortgages payable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
|
|
|
|
|
|
|
|
|
Effective |
|
|
|
||||
|
|
|
Interest Rate (1) |
|
June 30, 2020 |
|
December 31, 2019 |
|
||
|
|
|
|
|
(In thousands) |
|
||||
|
Variable rate (2) |
|
1.57% |
|
$ |
294,500 |
|
$ |
2,200 |
|
|
Fixed rate (3) |
|
4.38% |
|
|
1,024,068 |
|
|
1,125,648 |
|
|
Mortgages payable |
|
|
|
|
1,318,568 |
|
|
1,127,848 |
|
|
Unamortized deferred financing costs and premium/discount, net |
|
|
|
|
(6,044) |
|
|
(2,071) |
|
|
Mortgages payable, net |
|
|
|
$ |
1,312,524 |
|
$ |
1,125,777 |
|
| (1) | Weighted average effective interest rate as of June 30, 2020. |
| (2) | Includes variable rate mortgages payable with interest rate cap agreements. |
| (3) | Includes variable rate mortgages payable with interest rates fixed by interest rate swap agreements. |
As of June 30, 2020 and December 31, 2019, the net carrying value of real estate collateralizing our mortgages payable totaled $1.6 billion and $1.4 billion. Our mortgages payable 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. Certain of our mortgages payable are recourse to us. See Note 17 to the financial statements for additional information.
44
During the six months ended June 30, 2020, we entered into a mortgage loan with a principal balance of $175.0 million collateralized by 4747 Bethesda Avenue, and refinanced the mortgage loan collateralized by RTC-West, increasing the principal balance by $20.2 million. In July 2020, we entered into three separate mortgage loans with an aggregate principal balance of $385.0 million, collateralized by The Bartlett, 1221 Van Street and 220 20th Street.
As of June 30, 2020 and December 31, 2019, we had various interest rate swap and cap agreements on certain of our mortgages payable with an aggregate notional value of $945.4 million and $867.6 million. See Note 15 to the financial statements for additional information.
Credit Facility
As of June 30, 2020, our $1.4 billion credit facility consisted of a $1.0 billion revolving credit facility maturing in January 2025, a $200.0 million unsecured term loan ("Tranche A-1 Term Loan") maturing in January 2023, and a $200.0 million unsecured term loan ("Tranche A-2 Term Loan") maturing in July 2024. The following is a summary of amounts outstanding under the credit facility:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective |
|
|
|
||||
|
|
|
Interest Rate (1) |
|
June 30, 2020 |
|
December 31, 2019 |
|
||
|
|
|
|
|
(In thousands) |
|
||||
|
Revolving credit facility (2) (3) (4) |
|
1.21% |
|
$ |
500,000 |
|
$ |
200,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Tranche A-1 Term Loan (5) |
|
2.34% |
|
$ |
200,000 |
|
$ |
100,000 |
|
|
Tranche A-2 Term Loan (6) |
|
2.49% |
|
|
200,000 |
|
|
200,000 |
|
|
Unsecured term loans |
|
|
|
|
400,000 |
|
|
300,000 |
|
|
Unamortized deferred financing costs, net |
|
|
|
|
(2,363) |
|
|
(2,705) |
|
|
Unsecured term loans, net |
|
|
|
$ |
397,637 |
|
$ |
297,295 |
|
| (1) | Effective interest rate as of June 30, 2020. |
| (2) | As of both June 30, 2020 and December 31, 2019, letters of credit with an aggregate face amount of $1.5 million were outstanding under our revolving credit facility. |
| (3) | As of June 30, 2020 and December 31, 2019, net deferred financing costs related to our revolving credit facility totaling $7.5 million and $3.1 million were included in "Other assets, net." |
| (4) | The interest rate for our revolving credit facility excludes a 0.15% facility fee. In July 2020, we repaid the $500.0 million outstanding on our revolving credit facility. |
| (5) | As of both June 30, 2020 and December 31, 2019, $100.0 million of the outstanding balance was fixed by interest rate swap agreements. As of June 30, 2020, the interest rate swaps mature concurrently with the term loan and provide a weighted average interest rate of 1.14%. As of June 30, 2020, we had a forward-starting swap that became effective on July 20, 2020 with a notional value of $100.0 million, which effectively converted the variable interest rate applicable to the remaining $100.0 million drawn in April 2020 under our Tranche A-1 Loan to a fixed interest rate upon the effective date of the swap. |
| (6) | As of June 30, 2020 and December 31, 2019, $200.0 million and $137.6 million of the outstanding balance was fixed by interest rate swap agreements. As of June 30, 2020, the interest rate swaps mature concurrently with the term loan and provide a weighted average interest rate of 1.34%. |
Our existing variable rate debt instruments, including our credit facility, and our hedging arrangements, currently use LIBOR as a reference rate, and we expect a transition from LIBOR to another reference rate in the near term. In July 2017, due to a decline in the quantity of loans used to calculate LIBOR, the United Kingdom regulator that regulates LIBOR announced that it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021, and LIBOR is expected to be phased out accordingly. In April 2018, the New York Federal Reserve commenced publishing an alternative reference rate for the U.S. dollar, the SOFR, proposed by a group of major market participants convened by the U.S. Federal Reserve with participation by SEC Staff and other regulators, the ARRC. ARRC has proposed a paced market transition plan to SOFR from LIBOR, and organizations are currently working on industry-wide and company-specific transition plans related to derivatives and cash markets exposed to LIBOR, but there remains uncertainty in the timing and details of this transition.
45
Common Shares Repurchased
In March 2020, our Board of Trustees authorized the repurchase of up to $500 million of our outstanding common shares. During the six months ended June 30, 2020, we repurchased and retired 1.4 million common shares for $41.2 million, an average purchase price of $29.01 per share.
Purchases, to the extent made pursuant to the program, will be 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.
Liquidity Requirements
Our principal liquidity needs for the next 12 months and beyond include:
| ● | normal recurring expenses; |
| ● | debt service and principal repayment obligations, including balloon payments on maturing debt; |
| ● | capital expenditures, including major renovations, tenant improvements and leasing costs; |
| ● | development expenditures; |
| ● | dividends to shareholders and distributions to holders of OP Units; |
| ● | common share repurchases; and |
| ● | acquisitions of properties, either directly or indirectly through the acquisition of equity interests therein. |
We expect to satisfy these needs using one or more of the following:
| ● | cash and cash equivalent balances; |
| ● | cash flows from operations; |
| ● | distributions from real estate ventures; |
| ● | proceeds from financings, recapitalizations and asset sales; and |
| ● | proceeds from the issuance and sale of equity securities. |
While we have not experienced a significant impact to date in this regard, we expect the COVID-19 pandemic to continue to have an adverse impact on our liquidity and capital resources. Future decreases in cash flows from operations resulting from tenant defaults, rent deferrals or decreases in our rents or occupancy, would decrease the cash available for the capital uses described above.
In light of the current lack of visibility regarding the long-term impact of COVID-19 on our revenue, we have taken various steps to mitigate the adverse effect of COVID-19 on our liquidity, including deferral of approximately $69 million on a consolidated basis and $73 million at our share of planned discretionary capital expenditures for our operating assets for 2020 and 2021. Because we believe construction costs will likely decline over the next several months, we have also paused our plans to commence construction on 1900 Crystal Drive to optimize pricing. During the three months ended June 30, 2020, we increased our cash balances through $500.0 million of draws under our revolving credit facility, which we repaid in July 2020, in part with the proceeds from three separate mortgage loans with an aggregate principal balance of $385.0 million, collateralized by The Bartlett, 1221 Van Street and 220 20th Street. As of July 30, 2020, we have $998.5 million of remaining availability under our credit facility (net of outstanding letters of credit totaling $1.5 million). We also made a $100 million draw on our Tranche A-1 Term Loan in April 2020. As of June 30, 2020, $97.6 million on a consolidated basis and $212.5 million at our share is scheduled to mature before the end of 2021.
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Contractual Obligations and Commitments
During the six months ended June 30, 2020, there were no material changes to the contractual obligation information presented in Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2019. The only significant change was a $590.7 million increase in outstanding debt primarily from an additional $300.0 million drawn under our revolving credit facility, a $175.0 million mortgage payable collateralized by 4747 Bethesda Avenue and the remaining $100.0 million draw under our Tranche A-1 Term Loan.
As of June 30, 2020, we had additional capital commitments and certain recorded guarantees to our unconsolidated real estate ventures totaling $57.2 million.
The WHI was launched by us and the Federal City Council in June 2018 as a scalable market-driven model that uses private capital to help address the scarcity of housing for middle income families. We are the manager for the WHI Impact Pool, which is the social impact investment vehicle of the WHI. As of June 30, 2020, the WHI Impact Pool had completed closings of capital commitments totaling $106.5 million, which included a commitment from us of $10.4 million.
On July 30, 2020, our Board of Trustees declared a quarterly dividend of $0.225 per common share.
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:
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
||||
|
|
|
2020 |
|
2019 |
||
|
|
|
(In thousands) |
||||
|
Net cash provided by operating activities |
|
$ |
85,519 |
|
$ |
52,783 |
|
Net cash provided by (used in) investing activities |
|
|
33,346 |
|
|
(68,708) |
|
Net cash provided by (used in) financing activities |
|
|
469,652 |
|
|
(86,829) |
Cash Flows for the Six Months Ended June 30, 2020
Cash and cash equivalents, and restricted cash increased $588.5 million to $731.0 million as of June 30, 2020, compared to $142.5 million as of December 31, 2019. This increase resulted from $469.7 million of net cash provided by financing activities, $85.5 million of net cash provided by operating activities and $33.3 million of net cash provided by investing activities. Our outstanding debt was $2.2 billion and $1.6 billion as of June 30, 2020 and December 31, 2019. The $590.7 million increase in outstanding debt was primarily from an additional $300.0 million drawn under our revolving credit facility, a $175.0 million mortgage payable collateralized by 4747 Bethesda Avenue and the remaining $100.0 million draw under our Tranche A-1 Term Loan.
Net cash provided by operating activities of $85.5 million primarily comprised: (i) $107.9 million of net income (before $159.5 million of non-cash items and a $59.5 million gain on sale of real estate) and (ii) $1.9 million of return on capital from unconsolidated real estate ventures, partially offset by (iii) $24.3 million of net change in operating assets and liabilities. Non-cash income adjustments of $159.5 million primarily include depreciation and amortization expense, share-based compensation expense, net loss from unconsolidated real estate ventures, deferred rent and losses on operating lease and other receivables.
Net cash provided by investing activities of $33.3 million primarily comprised: (i) $154.5 million of proceeds from the sale of real estate and (ii) $70.8 million of distributions of capital from unconsolidated real estate ventures, partially offset by (iii) $181.2 million of development costs, construction in progress and real estate additions and (iv) $10.7 million of investments in unconsolidated real estate ventures.
Net cash provided by financing activities of $469.7 million primarily comprised: (i) $500.0 million of proceeds from borrowings under our revolving credit facility, (ii) $195.2 million of proceeds from borrowings under mortgages payable
47
and (iii) $100.0 million of proceeds from borrowings under unsecured term loans, partially offset by (iv) $200.0 million of repayments of our revolving credit facility, (v) $60.3 million of dividends paid to common shareholders, (vi) $41.2 million of common shares repurchased, (vii) $9.8 million of debt issuance costs and (viii) $7.6 million of distributions to redeemable noncontrolling interests.
Cash Flows for the Six Months Ended June 30, 2019
Cash and cash equivalents, and restricted cash decreased $102.8 million to $296.8 million as of June 30, 2019, compared to $399.5 million as of December 31, 2018. This decrease resulted from $86.8 million of net cash used in financing activities and $68.7 million of net cash used in investing activities, partially offset by $52.8 million of net cash provided by operating activities.
Net cash provided by operating activities of $52.8 million primarily comprised: (i) $101.1 million of net income (before $115.3 million of non-cash items and a $39.0 million gain on sale of real estate) and (ii) $1.5 million of return on capital from unconsolidated real estate ventures, partially offset by (iii) $49.9 million of net change in operating assets and liabilities. Non-cash income adjustments of $115.3 million primarily include depreciation and amortization expense, share-based compensation expense, deferred rent, amortization of lease incentives and net income from unconsolidated real estate ventures.
Net cash used in investing activities of $68.7 million primarily comprised: (i) $181.0 million of development costs, construction in progress and real estate additions, partially offset by (ii) $117.7 million of proceeds from sale of real estate.
Net cash used in financing activities of $86.8 million primarily comprised: (i) $480.7 million of repayments of mortgages payable, (ii) $69.5 million of dividends paid to common shareholders and (iii) $9.7 million of distributions to redeemable noncontrolling interests, partially offset by (iv) $473.5 million of net proceeds from the issuance of common stock.
Off-Balance Sheet Arrangements
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 June 30, 2020, we have investments in unconsolidated real estate ventures totaling $464.4 million. For the majority of 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.
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 (1) guarantee portions of the principal, interest and other amounts in connection with borrowings, (2) provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) in connection with borrowings or (3) 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.
48
As of June 30, 2020, we had additional capital commitments and certain recorded guarantees to our unconsolidated real estate ventures totaling $57.2 million. As of June 30, 2020, we had no principal payment guarantees related to our unconsolidated real estate ventures.
Reconsideration events could cause us to consolidate these unconsolidated real estate ventures in the future or deconsolidate a consolidated entity. We evaluate reconsideration events as we become aware of them. Reconsideration events include additional contributions being required by each partner and each partner's ability to make those contributions. Under certain circumstances, we may purchase our partner's interest. Our unconsolidated real estate ventures are held in entities which appear sufficiently stable to meet their capital requirements; however, if market conditions worsen and our partners are unable to meet their commitments, we may have to consolidate these entities.
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 $1.5 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 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 mortgages payable secured by our properties, a revolving credit facility and unsecured 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 reasonable costs in the future. If lenders insist on greater coverage than we are able to obtain, it could adversely affect the ability to finance or refinance our properties.
Construction Commitments
As of June 30, 2020, we had construction in progress that will require an additional $52.6 million to complete ($35.3 million related to our consolidated entities and $17.3 million related to our unconsolidated real estate ventures at our share), based on our current plans and estimates, which we anticipate will be primarily expended over the next one to two years. These capital expenditures are generally due as the work is performed, and we expect to finance them with debt proceeds, proceeds from asset recapitalizations and sales, issuance and sale of equity securities and available cash.
Other
There are various 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.
With respect to borrowings of our consolidated entities, we have agreed, and may in the future agree, to (1) guarantee portions of the principal, interest and other amounts, (2) provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) or (3) provide guarantees to lenders, tenants and other third parties for the completion of development projects. As of June 30, 2020, the aggregate amount of principal payment guarantees was $8.3 million for our consolidated entities.
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
49
required to indemnify Vornado against any taxes and related amounts and costs resulting from a violation by us of the Tax Matters Agreement.
Environmental Matters
Under various federal, state and local laws, ordinances and regulations, an owner of real estate is liable for the costs of removal or remediation of certain hazardous or toxic substances on such real estate. These laws often impose such liability without regard to whether the owner knew of, or was responsible for, the presence of such hazardous or toxic substances. The costs of remediation or removal of such substances may be substantial and the presence of such substances, or the failure to promptly remediate such substances, may adversely affect the owner's ability to sell such real estate or to borrow using such real estate as collateral. In connection with the ownership and operation of our assets, we may be potentially liable for such costs. The operations of current and former tenants at our assets have involved, or may have involved, the use of hazardous materials or generated hazardous wastes. The release of such hazardous materials 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 (1) expose us to third-party liability (e.g., for cleanup costs, natural resource damages, bodily injury or property damage), (2) subject our properties to liens in favor of the government for damages and costs the government incurs in connection with the contamination, (3) impose restrictions on the manner in which a property may be used or which businesses may be operated, or (4) 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 send contaminated materials to other locations for treatment or disposal, we may be liable for cleanup of those sites if they become contaminated.
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 the preparation and issuance of a written report. Soil 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. They 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 did not reveal 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 $17.9 million as of both June 30, 2020 and December 31, 2019 and are included in "Other liabilities, net" in our balance sheets.
50
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 exposure to a change in interest rates:
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|
|
|
|
|
|
|
|
|
|
June 30, 2020 |
|
December 31, 2019 |
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|
|
|
|
|
Weighted |
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|
|
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|
|
Weighted |
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|
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|
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Average |
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|
|
|
|
Average |
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|
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|
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|
|
Effective |
|
|
Effect of 1% |
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|
|
Effective |
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||
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Interest |
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Change in |
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|
Interest |
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||
|
|
|
Balance |
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Rate |
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|
Base Rates |
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Balance |
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Rate |
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||||
|
|
|
(Dollars in thousands) |
|
|||||||||||||
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Debt (contractual balances): |
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|
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|
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|
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Mortgages payable |
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable rate (1) |
|
$ |
294,500 |
|
|
1.57% |
|
|
$ |
2,986 |
|
$ |
2,200 |
|
3.36% |
|
|
Fixed rate (2) |
|
|
1,024,068 |
|
|
4.38% |
|
|
|
— |
|
|
1,125,648 |
|
4.29% |
|
|
|
|
$ |
1,318,568 |
|
|
|
|
|
$ |
2,986 |
|
$ |
1,127,848 |
|
|
|
|
Credit facility (variable rate): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revolving credit facility (3) |
|
$ |
500,000 |
|
|
1.21% |
|
|
$ |
5,069 |
|
$ |
200,000 |
|
2.86% |
|
|
Tranche A-1 Term Loan (4) |
|
|
200,000 |
|
|
2.34% |
|
|
|
— |
|
|
100,000 |
|
3.32% |
|
|
Tranche A-2 Term Loan (5) |
|
|
200,000 |
|
|
2.49% |
|
|
|
— |
|
|
200,000 |
|
3.74% |
|
|
|
|
$ |
900,000 |
|
|
|
|
|
$ |
5,069 |
|
$ |
500,000 |
|
|
|
|
Pro rata share of debt of unconsolidated entities (contractual balances): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable rate (1) |
|
$ |
303,918 |
|
|
2.48% |
|
|
$ |
3,081 |
|
$ |
228,226 |
|
4.30% |
|
|
Fixed rate (2) |
|
|
111,761 |
|
|
4.30% |
|
|
|
— |
|
|
101,993 |
|
4.24% |
|
|
|
|
$ |
415,679 |
|
|
|
|
|
$ |
3,081 |
|
$ |
330,219 |
|
|
|
| (1) | Includes variable rate mortgages payable with interest rate cap agreements. |
| (2) | Includes variable rate mortgages payable with interest rates fixed by interest rate swap agreements. |
| (3) | The interest rate for our revolving credit facility excludes a 0.15% facility fee. In July 2020, we repaid the $500.0 million outstanding on our revolving credit facility. |
| (4) | As of both June 30, 2020 and December 31, 2019, $100.0 million of the outstanding balance was fixed by interest rate swap agreements. As of June 30, 2020, the interest rate swaps mature concurrently with the term loan and provide a weighted average interest rate of 1.14%. As of June 30, 2020, we had a forward-starting swap that became effective on July 20, 2020 with a notional value of $100.0 million, which effectively converted the variable interest rate applicable to the remaining $100.0 million drawn in April 2020 under our Tranche A-1 Loan to a fixed interest rate upon the effective date of the swap. |
| (5) | As of June 30, 2020 and December 31, 2019, $200.0 million and $137.6 million of the outstanding balance was fixed by interest rate swap agreements. As of June 30, 2020, the interest rate swaps mature concurrently with the term loan and provide a weighted average interest rate of 1.34%. |
The fair value of our mortgages payable 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 unsecured 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 June 30, 2020 and December 31, 2019, the estimated fair value of our consolidated debt was $2.2 billion and $1.7 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
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. We do not enter into derivative financial instruments for speculative purposes.
51
Derivative Financial Instruments Designated as Cash Flow Hedges
Certain derivative financial instruments, consisting of interest rate swap and cap agreements, are designated as cash flow hedges, and are carried at their estimated fair value on a recurring basis. We assess the effectiveness of our cash flow 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 loss and is subsequently reclassified into "Interest expense" in the period that the hedged forecasted transactions affect earnings. Our cash flow 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 income and equity.
As of June 30, 2020 and December 31, 2019, we had interest rate swap and cap agreements with an aggregate notional value of $862.7 million and $935.1 million, which were designated as cash flow hedges. The fair value of our interest rate swaps and caps designated as cash flow hedges consisted of liabilities totaling $52.6 million and $17.4 million as of June 30, 2020 and December 31, 2019, included in "Other liabilities, net" in our balance sheets.
Derivative Financial Instruments Not Designated as Hedges
Certain derivative financial instruments, consisting of interest rate swap and cap agreements, are considered economic hedges, but not designated as accounting hedges, and are carried at their estimated fair value on a recurring basis. Realized and unrealized gains are recorded in "Interest expense" in our statements of operations in the period in which the change occurs. As of June 30, 2020 and December 31, 2019, we had various interest rate swap and cap agreements with an aggregate notional value of $482.7 million and $307.7 million, which were not designated as cash flow hedges. The fair value of our interest rate swaps and caps not designated as hedges was not material as of June 30, 2020 and December 31, 2019.
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 June 30, 2020, 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 June 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, including any material impact from many of our employees working remotely due to the COVID-19 pandemic.
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.
52
ITEM 1A. RISK FACTORS
Other than the addition of the following, there have been no material changes to the risk factors previously disclosed in our Annual Report for the year ended December 31, 2019, filed with the SEC on February 25, 2020.
Risks Related to COVID-19
The current outbreak of the novel coronavirus, or COVID-19, has significantly impacted and disrupted our business, and is expected to continue to significantly, and perhaps even materially adversely, impact and cause disruption to, our business, financial performance and condition, operating results and cash flows. Future outbreaks of highly infectious or contagious diseases or other public health crises could have similar adverse effects on our business. Further, the spread of the COVID-19 outbreak has caused severe disruptions in the U.S. and global economy and financial markets and could potentially create widespread business continuity issues of an as yet unknown magnitude and duration.
COVID-19 has disrupted our business and has had a significant adverse effect on our business, financial performance and condition, operating results and cash flows and such effect could be materially adverse in future quarters. Since late February 2020, we have experienced additional cleaning and sanitation costs, reduced revenues from commercial parking, failures by some of our residential and commercial and most of our retail tenants to pay rent, combined with the inability to pursue our rights against many of those tenants due to governmental suspensions of evictions and late fees. We have also experienced slower processes for entitling our future development pipeline due to the inability to hold governmental and community meetings. Income from our interest in the operations of the Crystal City Marriott hotel decreased in the second quarter due to temporary closure during the pandemic. Further, during the second quarter we recorded an impairment charge of $6.5 million due to a decline in the fair value of The Marriott Wardman Park hotel and losses incurred during the quarter resulting from its closure in March 2020 due to the effects of COVID-19. Additionally, we experienced a $2.4 million decrease in revenue due to bad debt reserves recorded in connection with the filing for bankruptcy by one of our parking operators. Additional factors that could negatively impact our ability to successfully operate during or following COVID-19 or another pandemic, or that have otherwise significantly adversely impacted and disrupted our business, financial performance and condition, operating results and cash flows, or otherwise adversely impact our shareholders and may continue to do so include:
| ● | Property rental income, our primary source of operating cash flow, is dependent on a number of factors, including occupancy levels and rental rates, as well as our tenants’ ability and willingness to pay rent, and our ability to continue to collect rents, on a timely basis or at all, without reductions or other concessions, in our commercial and multifamily properties. For the three months ended June 30, 2020, 1.5% of our commercial office tenants on a consolidated basis and 1.4% at our share, 1.5% on both a consolidated basis and at our share of our multifamily tenants and 38.2% of our retail tenants on a consolidated basis and 42.0% at our share had not yet paid their rent for the months of April, May and June; |
| ● | We have experienced and continue to experience decreased property rental revenue, due to deferral of rent and increases in uncollectable operating lease receivables. Property rental income may be reduced or eliminated due to delays in enforcing our rights as landlord, including the inability to evict tenants that fail to pay rent, new federal and state governmental regulations related to the pandemic or otherwise. As a result, we may incur substantial costs in protecting our investments, and we can provide no assurances that such efforts will be successful. Furthermore, certain categories of tenants, such as retail, multifamily and certain types of office tenants, such as those that utilize shared spaces and co-working, are particularly hard hit by COVID-19 and the resulting economic disruption (coworking tenants comprised approximately 2.9% of our total square feet on a consolidated basis and 3.3% at our share as of June 30, 2020); |
| ● | Demand for office space in the Washington, D.C. metropolitan area and nationwide is likely to decline due to the current economic downturn, bankruptcies, downsizing, layoffs, “stay-at-home” regulations that may be extended in duration and become recurring or potentially recurring, increased usage of teleworking arrangements and cost cutting resulting from the pandemic, which could lead to lower office occupancy (as of June 30, 2020, approximately 7.8% of our commercial leases, based on square footage, were scheduled to expire in 2020 or had month-to-month terms); |
| ● | A component of “Third-party real estate services, including reimbursements,” the metric we use to measure and evaluate the performance of our third-party asset management and real estate services business operating segment, may decline if we do not receive reimbursements revenue, which represents reimbursements of expenses incurred by us on |
53
| behalf of third parties, including allocated payroll costs and amounts paid to third-party contractors for construction management projects. Reimbursements revenue decreased in the second quarter and may continue to decline where third-party clients cannot or do not reimburse us for such expenses, resulting in us incurring these costs in “General and administrative: third-party real estate services,” but not being reimbursed for them, which could have a material adverse effect on this operating segment (“General and administrative: third-party real estate services” was $58.1 million for the six months ended June 30, 2020 and $113.5 million for the year ended December 31, 2019, and “reimbursements revenue” was nearly half of total revenue of our third-party asset management and real estate services business – $27.7 million of $56.9 million for the six months ended June 30, 2020, and $55.4 million of $120.9 million, for the year ended December 31, 2019); |
| ● | The potential deterioration of the appeal of our Placemaking model of amenity-rich, walkable Metro-served neighborhoods. Our Placemaking strategies include 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. COVID-19 may change how people think about work and residential spaces, as well as the appeal of public transportation, which could have a material adverse effect on our Placemaking model. Furthermore, certain of our properties may be considered less desirable and see their occupancy rates suffer, such as West Half, which was completed in the third quarter of 2019 and was 47.2% leased as of June 30, 2020 and is located adjacent to Nationals Stadium. Whether and when fans of professional athletic teams will return to physical stadiums and the appeal of such locations is unclear; |
| ● | We may experience reductions in demand for retail space in our submarkets as most of our retail tenants continue to experience diminished revenues and loss of cash flow due to government “stay-at-home” regulations, reduced or eliminated foot traffic and economic uncertainty. Furthermore, our Placemaking model depends in significant part on a retail component, which frequently involves retail assets embedded in or adjacent to our office and/or multifamily assets. Temporary store closures are significantly affecting our retail tenants’ ability to generate sales and have caused many retailers to, among other things, permanently close stores, decrease the size of new or existing stores, ask for concessions from us or go bankrupt; |
| ● | We have incurred and continue to incur unanticipated costs and operating expenses and may experience decreased anticipated revenue related to compliance with regulations, such as inability to sue non-paying tenants, requirements to provide employees with additional mandatory paid time off and increased expenses related to sanitation measures performed at our properties, as well as additional expenses incurred to protect the welfare of our employees, such as expanded access to health services and acquisition of additional technology related to employees working from home; |
| ● | We may be susceptible to increased litigation related to, among other things, the financial impacts of COVID-19 on our business, individuals contracting COVID-19 as a result of alleged exposures on our premises or alleging that we have taken insufficient preventative measures, our ability to meet contractual obligations due to the pandemic, employment practices or policies adopted during the pandemic, or otherwise; |
| ● | We have incurred and are likely to incur higher general and administrative costs due to anticipated legal expenses incurred for, among other things, litigation with non-paying tenants or otherwise related to the impact of COVID-19 on us, and medical and other employee expenses related to staff being remote; |
| ● | Changes to our sources and uses of cash. For instance, as of June 30, 2020, we have construction in progress that will require an additional $52.6 million to complete ($35.3 million related to our consolidated entities and $17.3 million related to our unconsolidated real estate ventures at our share), based on our current plans and estimates, which we anticipate will be primarily expended over the next one to two years. These expenditures are generally due as the work is performed, and we continue to expect to finance them with debt proceeds, proceeds from asset recapitalizations and sales, issuance and sale of equity securities and available cash over that period, though the relative attractiveness of reliance on debt proceeds, asset recapitalizations and sales and issuance and sale of equity securities may vary and change our reliance on them at any given time; |
| ● | Assets that were recently moved from Under Construction assets to operating assets (including West Half, 4747 Bethesda Avenue, 901 W Street and 900 W Street (formerly collectively referred to as Atlantic Plumbing C)) and 1900 N Street, totaling approximately 569,000 square feet and 721 units in the aggregate as of June 30, 2020 may take longer to stabilize and contribute to NOI; |
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| ● | Our current Under Construction assets likely will take longer to reach completion, be moved to operating assets and stabilize; |
| ● | The inability to renew leases, lease vacant space or re-let space as leases expire, or a decline in rental rates on new leases due to a deterioration in the economy and market conditions due to the pandemic. We are experiencing and expect to continue to experience depressed near-term leasing activity in both our commercial and multifamily portfolios, including the delay in the lease-up of our recently delivered multifamily assets; |
| ● | Difficulty accessing debt and equity capital on attractive terms, or at all, and a severe disruption and instability in the global financial markets or deteriorations in credit and financing conditions may affect our access to capital necessary to fund our liquidity needs, including addressing maturing liabilities; |
| ● | The cost and availability of credit may be negatively impacted by the pandemic, which may adversely affect our liquidity and financial condition, including our results of operations, and the liquidity and financial condition of our tenants. Our inability or the inability of our tenants to timely refinance maturing liabilities and access the capital markets to meet liquidity needs may materially affect our financial condition and results of operations and the value of our equity securities and any debt securities we may issue in the future; |
| ● | Our outstanding debt was $2.2 billion as of June 30, 2020, a $590.7 million increase from December 31, 2019, primarily from an additional $300.0 million drawn under our revolving credit facility, a $175.0 million mortgage payable collateralized by 4747 Bethesda Avenue and the remaining $100.0 million draw under our Tranche A-1 Term Loan. Additionally, in July 2020, we entered into three separate mortgage loans with an aggregate principal balance of $385.0 million, collateralized by The Bartlett, 1221 Van Street and 220 20th Street. Increased indebtedness and decreased operating revenues could increase our risk of default; |
| ● | A potential delay or reversal of the anticipated rebound in our 2020 NOI that we had anticipated from the combined effects of (i) the burn off of free rent associated with lease renewals we executed in 2017 and 2018 to stabilized levels, (ii) delivery on or ahead of schedule of our Under Construction assets and (iii) acquisition of F1RST Residences; |
| ● | The continued service and availability of personnel, including our executive officers and other leaders that are part of our management team and our ability to recruit, attract and retain skilled personnel to the extent our management or personnel are impacted in significant numbers or in other significant ways by the outbreak of pandemic or epidemic disease and are not available or allowed to conduct work; |
| ● | There can be no assurance that losses incurred by us will be covered by the general liability, all-risk property and rental value insurance policies that we maintain; |
| ● | Risks related to holding assets through partnership or real estate investments, including the risk that we could be required to fund capital contributions required of our partners or co-venturers, make contributions to maintain the value of such assets, be forced to sell our interest, or acquire our partners’ or our co-venturers’ interest, or to sell the underlying asset, either on unfavorable terms or at a time when we otherwise would not have initiated such a transaction and potentially being forced to dispose of our interest in that entity, including by contributing it to a subsidiary of ours that is subject to corporate-level income tax. In addition, we may in certain circumstances be liable for the actions of our third-party partners or co-venturers. Our real estate ventures may be subject to debt, and the refinancing of such debt may require equity capital calls. (As of June 30, 2020, approximately 11.7% of our assets measured by total square feet were held through real estate ventures, and we expect to co-invest in the future with other third parties through partnerships, real estate ventures or other entities, acquiring noncontrolling interests in or sharing responsibility for managing the affairs of a property, partnership, real estate venture or other entity); |
| ● | The continued volatility of our share price; |
| ● | The continued attractiveness, feasibility or prudence of paying quarterly dividends; |
| ● | The scaling back or delay of a significant amount of planned capital expenditures, including planned renovation projects, which could adversely affect the value of our properties. For example, we have deferred planned discretionary capital expenditures for our operating assets of approximately $69 million on a consolidated basis and $73 million at our share; |
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| ● | Increased risk of the occurrence of a cyber incident and of disruptions to our internal control procedures due to the significant number of our employees that are currently teleworking due to the pandemic and state stay-at-home orders, and the processes, procedures and controls that we have implemented to help mitigate cyber risks may not be sufficient or that our internal control procedures may experience challenges or delays; |
| ● | Construction or redevelopment costs for our projects may exceed original estimates. Also, we have experienced and may continue to experience supply chain and/or labor delays and disruptions as a result of new job site procedures or for other reasons, such as insufficient construction personnel, delays in advancing entitlements, or the inability to obtain necessary permits; |
| ● | Failure to comply with our covenants could cause a default under one of our debt instruments, which may require us to repay such debt with capital from other sources or give possession of a property to the lender. Our cash flow from operations may be materially reduced if our tenants fail to pay rent and as a result we may be unable to satisfy our covenants or maintain the required financial ratios under our debt agreements; |
| ● | The extent and duration of the COVID-19-related stay-at-home orders and restrictions on travel and the types of businesses that may continue to operate will have an effect on estimates used in the preparation of the underlying cash flows used in assessing our long-lived assets for impairment and the assessment of the collectability of receivables from tenants, including deferred rent receivables, due to the effects of COVID-19 on their financial position. We have made what we believe to be appropriate accounting estimates based on the facts and circumstances available as of the reporting date. To the extent these estimates differ from actual results, our consolidated financial statements may be materially affected; and |
| ● | The significance, extent and duration of the impact of COVID-19 on our business remains largely uncertain and dependent on future developments that cannot be accurately predicted at this time, such as the continued severity, duration, transmission rate and geographic spread of COVID-19 in the United States, the extent and effectiveness of the containment measures taken, and the response of the overall economy, the financial markets and the population, particularly in areas in which we operate, once the current containment measures are lifted. |
Moreover, the impact of the COVID-19 pandemic may also exacerbate many of the risks identified under the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019. The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of COVID-19. As a result, we cannot provide an estimate of the overall impact of the COVID-19 pandemic on our business or when, or if, we will be able to resume normal operations. Nevertheless, COVID-19 presents material uncertainty and risk with respect to our business, financial performance and condition, operating results and cash flows.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
| (a) | Not applicable. |
| (b) | Not applicable. |
| (c) | Not applicable |
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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ITEM 6. EXHIBITS
(a) Exhibit Index
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Exhibits |
Description |
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3.1 |
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3.2 |
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3.3 |
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3.4 |
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10.1†** |
Form of Second Amended and Restated 2017 JBG SMITH Properties Performance LTIP Unit Agreement. |
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31.1** |
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31.2** |
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32.1** |
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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. |
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101.SCH |
XBRL Taxonomy Extension Schema |
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101.CAL |
XBRL Extension Calculation Linkbase |
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101.LAB |
XBRL Extension Labels Linkbase |
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101.PRE |
XBRL Taxonomy Extension Presentation Linkbase |
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101.DEF |
XBRL Taxonomy Extension Definition Linkbase |
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104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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** |
Filed herewith. |
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† |
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, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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JBG SMITH Properties |
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Date: |
August 4, 2020 |
/s/ Stephen W. Theriot |
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Stephen W. Theriot |
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Chief Financial Officer |
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(Principal Financial and Accounting Officer) |
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