Exhibit 99.1
JBG REAL ESTATE OPERATING ASSETS
COMBINED STATEMENT OF REVENUES AND EXPENSES FROM
REAL ESTATE OPERATIONS
Including Independent Auditors’ Report
For the Year Ended December 31, 2016
INDEPENDENT AUDITORS’ REPORT
The Partners of
JBG/Operating Partners, L.P.:
We have audited the accompanying combined statement of revenues and expenses from real estate operations (as defined in Note 1) for the year ended December 31, 2016, and the related notes (the “statement”).
Management’s Responsibility for the Financial Statement
Management is responsible for the preparation and fair presentation of the statement in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the statement that is free from material misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on the statement based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the statement. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the statement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the statement in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the statement.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the combined statement of revenues and expenses from real estate operations referred to above presents fairly, in all material respects, the revenue and certain expenses described in Note 1 of the statement for the year ended December 31, 2016, in accordance with U.S. generally accepted accounting principles.
Emphasis of Matter
We draw attention to Note 1 to the statement, which describes that the accompanying statement was prepared for the purpose of complying with the Rule 3-14 of Regulation S-X promulgated under the Securities Act of 1933, as amended (for inclusion in the filing of Form 10 of JBG SMITH Properties) and is not intended to be a complete presentation of revenues and expenses. Our opinion is not modified with respect to this matter.
Other Matter
Our audit was conducted for the purpose of forming an opinion on the statement as a whole. The accompanying combining information included in Schedule 1 is presented for purposes of additional analysis and is not a required part of the statement. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the statement. The information has been subjected to the auditing procedures applied in the audit of the statement and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used
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to prepare the statement or to the statement itself, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the statement as a whole.
/s/ KPMG LLP
McLean, Virginia
June 8, 2017
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JBG REAL ESTATE OPERATING ASSETS
Combined Statement of Revenues and Expenses from Real Estate Operations
(dollar amounts in thousands)
| | For the Year Ended December 31, 2016 | |
Revenue | | | |
Property rentals | | $ | 204,906 | |
Tenant expense reimbursement | | 26,916 | |
Other revenue | | 3,456 | |
Total Revenue | | 235,278 | |
Expenses | | | |
Property operating | | 72,711 | |
Real estate taxes | | 27,832 | |
Management fees | | 7,330 | |
Total Expenses | | 107,873 | |
Revenues in Excess of Expenses | | $ | 127,405 | |
See accompanying notes to combined statement of revenues and expenses from real estate operations.
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JBG REAL ESTATE OPERATING ASSETS
Notes to the Combined Statement of Revenues and Expenses from
Real Estate Operations
For the Year Ended December 31, 2016
(dollar amounts in thousands)
NOTE 1—BASIS OF PRESENTATION
JBG Real Estate Operating Assets is not a separate or single legal entity, but rather a combination of real estate operating assets and entities under the common management of JBG/Operating Partners, L.P. (the “Partnership”) and its consolidated subsidiaries (the “Management Company”). The Management Company earns fees in connection with investment, development, property management, leasing, construction management, tenant improvement construction, and finance provided to commercial office, multifamily (both rental and for-sale), retail, and hotel assets. Substantially all fee revenue earned by the Management Company is from services provided to the real estate assets owned by affiliated real estate investment funds (each a “Fund” and collectively, the “Funds”) and real estate ventures (the “Ventures”). The Funds either held or continue to hold direct or indirect ownership in each real estate asset (“Property Asset”) through separate limited liability companies (each, a “Property LLC”). The Funds own direct or indirect equity interests in the Property LLCs. The Ventures also either held or continue to hold interests in real estate assets (the “Venture Assets”). The Management Company, Funds, Ventures, Property Assets, Property LLCs, and Venture Assets are collectively referred to as “JBG”.
On October 31, 2016, the Partnership entered into a Master Transaction Agreement (the “Transaction Agreement”) with Vornado Realty Trust, Vornado Realty L.P., JBG Properties, Inc., certain affiliates of JBG Properties, Inc., JBG SMITH Properties (“JBG SMITH”) and JBG SMITH Properties LP, a Delaware limited partnership and JBG SMITH’s subsidiary operating partnership (the “Operating Partnership”). On July 18, 2017, in accordance with the Transaction Agreement, the Management Company, the Funds’ interests in certain Property LLCs, and interests in the Ventures, were contributed through a series of transactions to the Operating Partnership, in exchange for the right to receive units of limited partnership interest in the Operating Partnership or common shares of JBG SMITH or, in certain circumstances, cash (the “Transaction”). As of the closing of the Transaction on July 18, 2017, JBG SMITH was a publicly traded real estate investment trust. Except where the context requires otherwise, “JBG SMITH” refers to JBG SMITH, the Operating Partnership and their consolidated subsidiaries.
On July 18, 2017, JBG SMITH acquired up to 100% of the ownership interests in certain Property LLCs from one or more of the following real estate funds, affiliated with the Management Company: JBG Investment Fund I, L.P. (“Fund I”); JBG Investment Fund II, L.P. (“Fund II”); JBG Investment Fund III, L.P. (“Fund III”); JBG Investment Fund VI, L.L.C. (“Fund VI”); JBG Investment Fund VII, L.L.C. (“Fund VII”); JBG Investment Fund VIII, L.L.C. (“Fund VIII”); JBG Investment Fund IX, L.L.C. (“Fund IX”); JBG/Urban Direct Member, L.L.C. (“Urban Direct”); and JBG/Recap Investors, L.L.C. (“Recap”). JBG SMITH also acquired interests in several Ventures from the Funds and other affiliates of the Management Company.
The Management Company, Funds, Ventures, and Property LLCs are not entities under common control or subsidiaries of a common parent. The Property Assets and Venture Assets presented in the combined statement of revenues and expenses from real estate operations and supplementary information presented in Schedule 1 (the “Statement”) have been under common management of the Management Company since the date of acquisition by the applicable Fund.
Although JBG SMITH acquired less than 100% of the equity interests in certain of the Property LLCs and each Venture, the Statement presents 100% of the revenues and expenses from real estate operations for each Property Asset and Venture Asset. The schedule included in the Supplemental Information identifies the selling entity (Fund) and the name of the Venture, and the percentage ownership in each Property Asset or Venture Asset that was acquired by JBG SMITH.
The following tables set forth the percentage ownership interest JBG SMITH acquired in the Property LLCs and Ventures that hold ownership interests in certain Property Assets and Venture Assets. The ownership percentages are unaudited.
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JBG REAL ESTATE OPERATING ASSETS
Notes to the Combined Statement of Revenues and Expenses from
Real Estate Operations
For the Year Ended December 31, 2016
(dollar amounts in thousands)
NOTE 1—BASIS OF PRESENTATION (Continued)
JBG SMITH acquired 100% of the ownership interests in the Property LLCs that hold the ownership interests in the following Property Assets:
Property Asset—Office | | Property Asset—Retail | | Property Asset—Multifamily |
1233 20th Street | | North End Retail | | Falkland Chase—North |
1600 K Street | | | | Falkland Chase—South & West |
1831 Wiehle Avenue | | | | Fort Totten Square |
800 North Glebe Road | | | | |
7200 Wisconsin Avenue | | | | |
RTC—West | | | | |
Summit I | | | | |
Summit II | | | | |
Wiehle Avenue Office Building | | | | |
JBG SMITH acquired less than 100% of the ownership interests in the Property LLCs and Ventures that hold the ownership interests in the following Property Assets and Venture Assets, with the exception of 12725 Twinbrook Parkway.
Property Assets and Venture Assets | | Type | | JBG SMITH Ownership (Unaudited) | |
5640 Fishers/12441 Parklawn | | Office | | 10.0 | % |
12725 Twinbroook Parkway | | Office | | 0.0 | %(1) |
11333 Woodglen Drive | | Office | | 18.0 | % |
Capitol Point—North | | Office | | 59.0 | % |
Chase Tower Office/Retail | | Office | | 10.0 | % |
Courthouse Metro Office | | Office | | 18.0 | % |
Fishers Place I | | Office | | 10.0 | % |
Fishers Place II | | Office | | 10.0 | % |
Fishers Place III | | Office | | 10.0 | % |
L’Enfant Plaza Office—East | | Office | | 49.0 | % |
L’Enfant Plaza Office—North | | Office | | 49.0 | % |
L’Enfant Plaza Retail | | Office | | 49.0 | % |
NoBe II Office | | Office | | 18.0 | % |
Pickett Industrial Park | | Office | | 10.0 | % |
Rosslyn Gateway—North | | Office | | 18.0 | % |
Rosslyn Gateway—South | | Office | | 18.0 | % |
The Foundry | | Office | | 9.9 | % |
Woodglen | | Office | | 18.0 | % |
Stonebridge at Potomac Town Center—Phase I | | Retail | | 10.0 | % |
Atlantic Plumbing | | Multifamily | | 64.0 | % |
Fairway Apartments | | Multifamily | | 10.0 | % |
Galvan | | Multifamily | | 1.8 | % |
The Alaire | | Multifamily | | 18.0 | % |
The Gale Eckington | | Multifamily | | 5.0 | % |
The Terano | | Multifamily | | 1.8 | % |
(1) The Fund’s 10% ownership interest in the asset was sold to an unrelated party on July 12, 2017.
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JBG REAL ESTATE OPERATING ASSETS
Notes to the Combined Statement of Revenues and Expenses from
Real Estate Operations
For the Year Ended December 31, 2016
(dollar amounts in thousands)
NOTE 1—BASIS OF PRESENTATION (Continued)
The accompanying combined statement of revenues and expenses from real estate operations has been prepared for the purpose of complying with Rule 3-14 of Regulation S-X promulgated under the Securities Act. Accordingly, the combined statement of revenues and expenses from real estate operations does not reflect the actual operations for the period presented as revenues and expenses from real estate operations excludes certain revenue and expenses expected to be incurred in the future operations of the Property Assets or Venture Assets. Such items include depreciation, amortization, interest expense, interest income, ground rent expense, and amortization of above- and below-market leases. Revenue includes contractual base and other rent pursuant to the lease agreements, tenant expense reimbursements, and other revenue derived from the operation of the real estate asset. The expenses presented are the direct expenses associated with operating and maintaining the real estate asset and are recognized as incurred. Further, the accompanying combined statement of revenues and expenses from real estate operations does not include any amounts for non-operating real estate assets including future development parcels and Property Assets or Venture Assets in the near-term development, development, and construction phases.
NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Combination—The combined statement of revenues and expenses from real estate operations includes selected accounts of the Property Assets and Venture Assets as described in Note 1. All significant intercompany accounts and transactions have been eliminated in the combined statement of revenues and expenses from real estate operations.
Revenue Recognition—Property rental revenue is recognized on a straight-line basis over the lease term when collectability is reasonably assured and the tenant has taken possession or controls the physical use of the leased asset.
Tenant expense reimbursements for real estate taxes, common area maintenance, and other recoverable costs are recognized in the period that the expenses are incurred. The reimbursements are recognized and presented gross as the Property Assets and Venture Assets are generally the primary obligor with respect to purchasing goods and services from third-party suppliers, have discretion in selecting the supplier, and bear the associated credit risk.
Other revenue is revenue derived from lease termination fees and the tenants’ use of parking and other property facilities. Lease termination fees are recognized when the related leases are canceled and the landlord has no continuing obligation to provide services to such former tenants. Other revenue is recognized when the related services are utilized by the tenants.
Use of Estimates—Management has made a number of estimates and assumptions relating to the reporting and disclosure of revenues and expenses from real estate operations during the reporting period to present the statement of revenues and expenses from real estate operations in conformity with accounting principles generally accepted in the United States of America. Actual results could differ from those estimates.
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JBG REAL ESTATE OPERATING ASSETS
Notes to the Combined Statement of Revenues and Expenses from
Real Estate Operations
For the Year Ended December 31, 2016
(dollar amounts in thousands)
NOTE 3—SUMMARY TABLE (UNAUDITED)
The following table separately presents the aggregate operating revenues and expenses for the wholly owned Property Assets and the less than wholly owned consolidated and non-consolidated Property Assets and Venture Assets. Presentation of amounts as “100% Owned”, “Less Than 100% Owned Consolidated”, and “Less Than 100% Owned Non-Consolidated” are unaudited.
| | Year Ended December 31, 2016 | |
| | 100% Owned | | Less Than 100% Owned Consolidated | | Combined | | Less Than 100% Owned Non- Consolidated | |
Revenue | | | | | | | | | |
Property rentals | | $ | 70,242 | | $ | — | | $ | 70,242 | | $ | 134,664 | |
Tenant expense reimbursement | | 6,072 | | — | | 6,072 | | 20,844 | |
Other revenue | | 961 | | — | | 961 | | 2,495 | |
Total Revenue | | 77,275 | | — | | 77,275 | | 158,003 | |
Expenses | | | | | | | | | |
Property operating | | 20,942 | | — | | 20,942 | | 51,769 | |
Real estate taxes | | 9,511 | | — | | 9,511 | | 18,321 | |
Management fees | | 2,283 | | — | | 2,283 | | 5,047 | |
Total Expenses | | 32,736 | | — | | 32,736 | | 75,137 | |
Revenues in Excess of Expenses (Expenses in Excess of Revenues) | | $ | 44,539 | | $ | — | | $ | 44,539 | | $ | 82,866 | |
NOTE 4—LEASE COMMITMENTS
There are various lease agreements in place with tenants to lease space in the Property Assets and Venture Assets. As of December 31, 2016, the minimum future cash rents receivable under non-cancelable operating leases in each of the next five years and thereafter were as follows:
2017 | | $ | 136,004 | |
2018 | | 133,646 | |
2019 | | 120,305 | |
2020 | | 110,195 | |
2021 | | 84,909 | |
Thereafter | | 292,700 | |
| | $ | 877,759 | |
Leases generally require reimbursement of the tenant’s proportional share of common area, real estate taxes, and other operating expenses, which are excluded from the amounts above. Future cash rents receivable on multifamily real estate operating assets are excluded from the table above as the lease terms are generally one year or less.
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JBG REAL ESTATE OPERATING ASSETS
Notes to the Combined Statement of Revenues and Expenses from
Real Estate Operations
For the Year Ended December 31, 2016
(dollar amounts in thousands)
NOTE 5—TENANT CONCENTRATIONS
For the year ended December 31, 2016, 15% of total combined revenue was recognized from one government agency tenant.
NOTE 6—RELATED PARTY TRANSACTIONS
The Management Company provides all property management and related services for the Property Assets and Venture Assets, which are calculated as a percentage of rental revenue or gross receipts. These fees, which have been recorded as management fees in the accompanying Statement, totaled $7,330 for the year ended December 31, 2016.
NOTE 7—SUBSEQUENT EVENTS
Subsequent events were evaluated through June 8, 2017, the date the combined statement of revenues and expenses from real estate operations was available to be issued.
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JBG REAL ESTATE OPERATING ASSETS
Supplemental Information—Schedule 1
Combined Statement of Revenues and Expenses from Real Estate Operations
For the Year Ended December 31, 2016
(dollar amounts in thousands)
| | Office | |
| | Capitol Point— North | | L’Enfant Plaza Office— East | | L’Enfant Plaza Office— North | | L’Enfant Plaza Retail | |
Revenue | | | | | | | | | |
Property rentals | | $ | 165 | | $ | 16,883 | | $ | 8,444 | | $ | 4,800 | |
Tenant expense reimbursement | | 55 | | 1,419 | | 310 | | 890 | |
Other revenue | | (24 | ) | 149 | | 81 | | 153 | |
Total Revenue | | 196 | | 18,451 | | 8,835 | | 5,843 | |
Expenses | | | | | | | | | |
Property operating | | 335 | | 4,911 | | 3,627 | | 3,472 | |
Real estate taxes | | 494 | | 3,723 | | 1,998 | | 802 | |
Management fees | | 30 | | 524 | | 187 | | 142 | |
Total Expenses | | 859 | | 9,158 | | 5,812 | | 4,416 | |
Revenues in Excess of Expenses (Expenses in Excess of Revenues) | | $ | (663 | ) | $ | 9,293 | | $ | 3,023 | | $ | 1,427 | |
Affiliated Seller | | Fund VI/Urban Direct | | Fund VI/Urban Direct | | Fund VI/Urban Direct | | Fund VI/Urban Direct | |
JBG SMITH Ownership (Unaudited) | | 59.0% | | 49.0% | | 49.0% | | 49.0% | |
Anticipated Financial Statement Presentation by Combined Entity (Unaudited) | | Non-Consolidated | | Non-Consolidated | | Non-Consolidated | | Non-Consolidated | |
Jurisdiction | | DC | | DC | | DC | | DC | |
Note: This schedule is presented for the purposes of additional analysis and is not a required part of the Statement. The terms “consolidated” and “non-consolidated” reflect management’s preliminary conclusion with respect to presentation of such assets in JBG SMITH’s financial statements upon completion of the transaction described in Note 1 and is therefore unaudited.
See accompanying independent auditors’ report.
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JBG REAL ESTATE OPERATING ASSETS
Supplemental Information—Schedule 1 (Continued)
Combined Statement of Revenues and Expenses from Real Estate Operations
For the Year Ended December 31, 2016
(dollar amounts in thousands)
| | Office—Continued | |
| | 1233 20th Street | | The Foundry | | 1600 K Street | | Subtotal DC Office | |
Revenue | | | | | | | | | |
Property rentals | | $ | 5,814 | | $ | 9,049 | | $ | 3,656 | | $ | 48,811 | |
Tenant expense reimbursement | | 112 | | 249 | | 248 | | 3,283 | |
Other revenue | | (20 | ) | 29 | | 90 | | 458 | |
Total Revenue | | 5,906 | | 9,327 | | 3,994 | | 52,552 | |
Expenses | | | | | | | | | |
Property operating | | 1,732 | | 2,845 | | 1,174 | | 18,096 | |
Real estate taxes | | 1,199 | | 1,625 | | 669 | | 10,510 | |
Management fees | | 153 | | 254 | | 117 | | 1,407 | |
Total Expenses | | 3,084 | | 4,724 | | 1,960 | | 30,013 | |
Revenues in Excess of Expenses (Expenses in Excess of Revenues) | | $ | 2,822 | | $ | 4,603 | | $ | 2,034 | | $ | 22,539 | |
Affiliated Seller | | Fund VIII | | Fund IX | | Fund VII | | | |
JBG SMITH Ownership (Unaudited) | | 100.0% | | 9.9% | | 100.0% | | | |
Anticipated Financial Statement Presentation by Combined Entity (Unaudited) | | Consolidated | | Non-Consolidated | | Consolidated | | | |
Jurisdiction | | DC | | DC | | DC | | | |
See accompanying independent auditors’ report.
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JBG REAL ESTATE OPERATING ASSETS
Supplemental Information—Schedule 1 (Continued)
Combined Statement of Revenues and Expenses from Real Estate Operations
For the Year Ended December 31, 2016
(dollar amounts in thousands)
| | Office—Continued | |
| | Courthouse Metro Office | | Rosslyn Gateway— North | | Rosslyn Gateway— South | | Pickett Industrial Park | | 1831 Wiehle Avenue | | Wiehle Avenue Office Building | |
Revenue | | | | | | | | | | | | | |
Property rentals | | $ | 637 | | $ | 5,261 | | $ | 2,902 | | $ | 3,014 | | $ | 1,902 | | $ | 1,208 | |
Tenant expense reimbursement | | 109 | | 181 | | 145 | | 834 | | 250 | | 121 | |
Other revenue | | 66 | | 50 | | 3 | | (1 | ) | 4 | | 4 | |
Total Revenue | | 812 | | 5,492 | | 3,050 | | 3,847 | | 2,156 | | 1,333 | |
Expenses | | | | | | | | | | | | | |
Property operating | | 349 | | 1,636 | | 1,123 | | 867 | | 661 | | 634 | |
Real estate taxes | | 102 | | 370 | | 335 | | 410 | | 165 | | 142 | |
Management fees | | 60 | | 156 | | 94 | | 98 | | 65 | | 60 | |
Total Expenses | | 511 | | 2,162 | | 1,552 | | 1,375 | | 891 | | 836 | |
Revenues in Excess of Expenses (Expenses in Excess of Revenues) | | $ | 301 | | $ | 3,330 | | $ | 1,498 | | $ | 2,472 | | $ | 1,265 | | $ | 497 | |
Affiliated Seller | | Urban Direct | | Urban Direct | | Urban Direct | | Fund IX | | Fund VIII/Urban Direct | | Fund VIII | |
JBG SMITH Ownership (Unaudited) | | 18.0% | | 18.0% | | 18.0% | | 10.0% | | 100.0% | | 100.0% | |
Anticipated Financial Statement Presentation by Combined Entity (Unaudited) | | Non-Consolidated | | Non-Consolidated | | Non-Consolidated | | Non-Consolidated | | Consolidated | | Consolidated | |
Jurisdiction | | VA | | VA | | VA | | VA | | VA | | VA | |
See accompanying independent auditors’ report.
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JBG REAL ESTATE OPERATING ASSETS
Supplemental Information—Schedule 1 (Continued)
Combined Statement of Revenues and Expenses from Real Estate Operations
For the Year Ended December 31, 2016
(dollar amounts in thousands)
| | Office—Continued | |
| | 800 North Glebe Road | | Summit I | | Summit II | | RTC—West | | Subtotal VA Office | |
Revenue | | | | | | | | | | | |
Property rentals | | $ | 9,914 | | $ | 3,751 | | $ | 4,209 | | $ | 13,427 | | $ | 46,225 | |
Tenant expense reimbursement | | 3,015 | | — | | 115 | | 480 | | 5,250 | |
Other revenue | | 274 | | 2 | | 7 | | 108 | | 517 | |
Total Revenue | | 13,203 | | 3,753 | | 4,331 | | 14,015 | | 51,992 | |
Expenses | | | | | | | | | | | |
Property operating | | 2,716 | | 736 | | 1,154 | | 3,854 | | 13,730 | |
Real estate taxes | | 1,730 | | 232 | | 423 | | 1,739 | | 5,648 | |
Management fees | | 386 | | 10 | | 122 | | 374 | | 1,425 | |
Total Expenses | | 4,832 | | 978 | | 1,699 | | 5,967 | | 20,803 | |
Revenues in Excess of Expenses (Expenses in Excess of Revenues) | | $ | 8,371 | | $ | 2,775 | | $ | 2,632 | | $ | 8,048 | | $ | 31,189 | |
Affiliated Seller | | Fund VII/Urban Direct | | Fund VIII | | Fund VIII | | Fund VIII | | | |
JBG SMITH Ownership (Unaudited) | | 100.0% | | 100.0% | | 100.0% | | 100.0% | | | |
Anticipated Financial Statement Presentation by Combined Entity (Unaudited) | | Consolidated | | Consolidated | | Consolidated | | Consolidated | | | |
Jurisdiction | | VA | | VA | | VA | | VA | | | |
See accompanying independent auditors’ report.
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JBG REAL ESTATE OPERATING ASSETS
Supplemental Information—Schedule 1 (Continued)
Combined Statement of Revenues and Expenses from Real Estate Operations
For the Year Ended December 31, 2016
(dollar amounts in thousands)
| | Office—Continued | |
| | 11333 Woodglen Drive | | NoBe II Office | | Woodglen | | 7200 Wisconsin Avenue | | Chase Tower Office/Retail | | 12725 Twinbrook Parkway(1) | |
Revenue | | | | | | | | | | | | | |
Property rentals | | $ | 2,027 | | $ | 905 | | $ | 145 | | $ | 10,934 | | $ | 11,310 | | $ | 1,355 | |
Tenant expense reimbursement | | 529 | | 101 | | — | | 427 | | 1,102 | | 1,093 | |
Other revenue | | 69 | | (10 | ) | — | | 27 | | 189 | | — | |
Total Revenue | | 2,625 | | 996 | | 145 | | 11,388 | | 12,601 | | 2,448 | |
Expenses | | | | | | | | | | | | | |
Property operating | | 1,098 | | 1,058 | | 48 | | 2,593 | | 2,857 | | 936 | |
Real estate taxes | | 204 | | 144 | | 32 | | 976 | | 1,242 | | 131 | |
Management fees | | 72 | | 32 | | — | | 327 | | 387 | | 72 | |
Total Expenses | | 1,374 | | 1,234 | | 80 | | 3,896 | | 4,486 | | 1,139 | |
Revenues in Excess of Expenses (Expenses in Excess of Revenues) | | $ | 1,251 | | $ | (238 | ) | $ | 65 | | $ | 7,492 | | $ | 8,115 | | $ | 1,309 | |
Affiliated Seller | | Urban Direct | | Urban Direct | | Urban Direct | | Fund VI | | Fund I/Fund II/Fund III/Recap | | Fund I/Fund II/Fund III | |
JBG SMITH Ownership (Unaudited) | | 18.0% | | 18.0% | | 18.0% | | 100.0% | | 10.0% | | 10.0% | |
Anticipated Financial Statement Presentation by Combined Entity (Unaudited) | | Non-Consolidated | | Non-Consolidated | | Non-Consolidated | | Consolidated | | Non-Consolidated | | Non-Consolidated | |
Jurisdiction | | MD | | MD | | MD | | MD | | MD | | MD | |
(1) Asset was sold on July 12, 2017.
See accompanying independent auditors’ report.
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JBG REAL ESTATE OPERATING ASSETS
Supplemental Information—Schedule 1 (Continued)
Combined Statement of Revenues and Expenses from Real Estate Operations
For the Year Ended December 31, 2016
(dollar amounts in thousands)
| | Office—Continued | | | |
| | Fishers Place I | | Fishers Place II | | Fishers Place III | | 5640 Fishers/12441 Parklawn | | Subtotal MD Office | | Total Office | |
Revenue | | | | | | | | | | | | | |
Property rentals | | $ | 3,992 | | $ | 2,149 | | $ | 8,195 | | $ | 1,768 | | $ | 42,780 | | $ | 137,816 | |
Tenant expense reimbursement | | 3,505 | | 2,544 | | 703 | | 2,331 | | 12,335 | | 20,868 | |
Other revenue | | 105 | | 137 | | 136 | | — | | 653 | | 1,628 | |
Total Revenue | | 7,602 | | 4,830 | | 9,034 | | 4,099 | | 55,768 | | 160,312 | |
Expenses | | | | | | | | | | | | | |
Property operating | | 2,979 | | 2,415 | | 2,273 | | 2,279 | | 18,536 | | 50,362 | |
Real estate taxes | | 694 | | 271 | | 622 | | 231 | | 4,547 | | 20,705 | |
Management fees | | 190 | | 79 | | 269 | | 67 | | 1,495 | | 4,327 | |
Total Expenses | | 3,863 | | 2,765 | | 3,164 | | 2,577 | | 24,578 | | 75,394 | |
Revenues in Excess of Expenses (Expenses in Excess of Revenues) | | $ | 3,739 | | $ | 2,065 | | $ | 5,870 | | $ | 1,522 | | $ | 31,190 | | $ | 84,918 | |
Affiliated Seller | | Fund I/Fund II/Fund III/Recap | | Fund I/Fund II/Fund III/Recap | | Fund I/Fund II/Fund III/Recap | | Fund I/Fund II/Fund III/Recap | | | | | |
JBG SMITH Ownership (Unaudited) | | 10.0% | | 10.0% | | 10.0% | | 10.0% | | | | | |
Anticipated Financial Statement Presentation by Combined Entity (Unaudited) | | Non-Consolidated | | Non-Consolidated | | Non-Consolidated | | Non-Consolidated | | | | | |
Jurisdiction | | MD | | MD | | MD | | MD | | | | | |
See accompanying independent auditors’ report.
14
JBG REAL ESTATE OPERATING ASSETS
Supplemental Information—Schedule 1 (Continued)
Combined Statement of Revenues and Expenses from Real Estate Operations
For the Year Ended December 31, 2016
(dollar amounts in thousands)
| | Retail | |
| | North End Retail | | Subtotal DC Retail | |
Revenue | | | | | |
Property rentals | | $ | 980 | | $ | 980 | |
Tenant expense reimbursement | | 227 | | 227 | |
Other revenue | | 46 | | 46 | |
Total Revenue | | 1,253 | | 1,253 | |
Expenses | | | | | |
Property operating | | 824 | | 824 | |
Real estate taxes | | 200 | | 200 | |
Management fees | | 42 | | 42 | |
Total Expenses | | 1,066 | | 1,066 | |
Revenues in Excess of Expenses (Expenses in Excess of Revenues) | | $ | 187 | | $ | 187 | |
Affiliated Seller | | Fund VII | | | |
JBG SMITH Ownership (Unaudited) | | 100.0% | | | |
Anticipated Financial Statement Presentation by Combined Entity (Unaudited) | | Consolidated | | | |
Jurisdiction | | DC | | | |
See accompanying independent auditors’ report.
15
JBG REAL ESTATE OPERATING ASSETS
Supplemental Information—Schedule 1 (Continued)
Combined Statement of Revenues and Expenses from Real Estate Operations
For the Year Ended December 31, 2016
(dollar amounts in thousands)
| | Retail—Continued | | | |
| | Stonebridge at Potomac Town Center—Phase I | | Subtotal VA Retail | | Total Retail | |
Revenue | | | | | | | |
Property rentals | | $ | 11,075 | | $ | 11,075 | | $ | 12,055 | |
Tenant expense reimbursement | | 2,870 | | 2,870 | | 3,097 | |
Other revenue | | 349 | | 349 | | 395 | |
Total Revenue | | 14,294 | | 14,294 | | 15,547 | |
Expenses | | | | | | | |
Property operating | | 2,521 | | 2,521 | | 3,345 | |
Real estate taxes | | 1,551 | | 1,551 | | 1,751 | |
Management fees | | 524 | | 524 | | 566 | |
Total Expenses | | 4,596 | | 4,596 | | 5,662 | |
Revenues in Excess of Expenses (Expenses in Excess of Revenues) | | $ | 9,698 | | $ | 9,698 | | $ | 9,885 | |
Affiliated Seller | | Fund IX | | | | | |
JBG SMITH Ownership (Unaudited) | | 10.0% | | | | | |
Anticipated Financial Statement Presentation by Combined Entity (Unaudited) | | Non-Consolidated | | | | | |
Jurisdiction | | VA | | | | | |
See accompanying independent auditors’ report.
16
JBG REAL ESTATE OPERATING ASSETS
Supplemental Information—Schedule 1 (Continued)
Combined Statement of Revenues and Expenses from Real Estate Operations
For the Year Ended December 31, 2016
(dollar amounts in thousands)
| | Multifamily | |
| | The Gale Eckington | | Atlantic Plumbing | | Fort Totten Square | | Subtotal DC Multifamily | |
Revenue | | | | | | | | | |
Property rentals | | $ | 13,516 | | $ | 5,285 | | $ | 6,375 | | $ | 25,176 | |
Tenant expense reimbursement | | 425 | | 177 | | 871 | | 1,473 | |
Other revenue | | 321 | | 125 | | 155 | | 601 | |
Total Revenue | | 14,262 | | 5,587 | | 7,401 | | 27,250 | |
Expenses | | | | | | | | | |
Property operating | | 3,697 | | 2,453 | | 2,705 | | 8,855 | |
Real estate taxes | | 77 | | 525 | | 1,288 | | 1,890 | |
Management fees | | 561 | | 250 | | 288 | | 1,099 | |
Total Expenses | | 4,335 | | 3,228 | | 4,281 | | 11,844 | |
Revenues in Excess of Expenses (Expenses in Excess of Revenues) | | $ | 9,927 | | $ | 2,359 | | $ | 3,120 | | $ | 15,406 | |
Affiliated Seller | | Fund IX | | Fund VII | | Fund VII | | | |
JBG SMITH Ownership (Unaudited) | | 5.0% | | 64.0% | | 100.0% | | | |
Anticipated Financial Statement Presentation by Combined Entity (Unaudited) | | Non-Consolidated | | Non-Consolidated | | Consolidated | | | |
Jurisdiction | | DC | | DC | | DC | | | |
See accompanying independent auditors’ report.
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JBG REAL ESTATE OPERATING ASSETS
Supplemental Information—Schedule 1 (Continued)
Combined Statement of Revenues and Expenses from Real Estate Operations
For the Year Ended December 31, 2016
(dollar amounts in thousands)
| | Multifamily—Continued | |
| | Fairway Apartments | | Subtotal VA Multifamily | |
Revenue | | | | | |
Property rentals | | $ | 6,283 | | $ | 6,283 | |
Tenant expense reimbursement | | 559 | | 559 | |
Other revenue | | 243 | | 243 | |
Total Revenue | | 7,085 | | 7,085 | |
Expenses | | | | | |
Property operating | | 2,096 | | 2,096 | |
Real estate taxes | | 772 | | 772 | |
Management fees | | 284 | | 284 | |
Total Expenses | | 3,152 | | 3,152 | |
Revenues in Excess of Expenses (Expenses in Excess of Revenues) | | $ | 3,933 | | $ | 3,933 | |
Affiliated Seller | | Fund IX | | | |
JBG SMITH Ownership (Unaudited) | | 10.0% | | | |
Anticipated Financial Statement Presentation by Combined Entity (Unaudited) | | Non-Consolidated | | | |
Jurisdiction | | VA | | | |
See accompanying independent auditors’ report.
18
JBG REAL ESTATE OPERATING ASSETS
Supplemental Information—Schedule 1 (Continued)
Combined Statement of Revenues and Expenses from Real Estate Operations
For the Year Ended December 31, 2016
(dollar amounts in thousands)
| | Galvan | | The Terano | | The Alaire | | Falkland Chase— South & West | |
Revenue | | | | | | | | | |
Property rentals | | $ | 5,543 | | $ | 4,200 | | $ | 5,761 | | $ | 5,190 | |
Tenant expense reimbursement | | 340 | | 104 | | 269 | | 123 | |
Other revenue | | 109 | | 76 | | 140 | | 141 | |
Total Revenue | | 5,992 | | 4,380 | | 6,170 | | 5,454 | |
Expenses | | | | | | | | | |
Property operating | | 2,589 | | 1,620 | | 1,685 | | 1,279 | |
Real estate taxes | | 838 | | 437 | | 691 | | 430 | |
Management fees | | 239 | | 224 | | 252 | | 217 | |
Total Expenses | | 3,666 | | 2,281 | | 2,628 | | 1,926 | |
Revenues in Excess of Expenses (Expenses in Excess of Revenues) | | $ | 2,326 | | $ | 2,099 | | $ | 3,542 | | $ | 3,528 | |
Affiliated Seller | | Urban Direct | | Urban Direct | | Urban Direct | | Fund VIII | |
JBG SMITH Ownership (Unaudited) | | 1.8% | | 1.8% | | 18.0% | | 100.0% | |
Anticipated Financial Statement Presentation by Combined Entity (Unaudited) | | Non-Consolidated | | Non-Consolidated | | Non-Consolidated | | Consolidated | |
Jurisdiction | | MD | | MD | | MD | | MD | |
See accompanying independent auditors’ report.
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JBG REAL ESTATE OPERATING ASSETS
Supplemental Information—Schedule 1 (Continued)
Combined Statement of Revenues and Expenses from Real Estate Operations
For the Year Ended December 31, 2016
(dollar amounts in thousands)
| | Multifamily—Continued | | | | | |
| | Falkland Chase— North | | Subtotal MD Multifamily | | Total Multifamily | | Combined Total | |
Revenue | | | | | | | | | |
Property rentals | | $ | 2,882 | | $ | 23,576 | | $ | 55,035 | | $ | 204,906 | |
Tenant expense reimbursement | | 83 | | 919 | | 2,951 | | 26,916 | |
Other revenue | | 123 | | 589 | | 1,433 | | 3,456 | |
Total Revenue | | 3,088 | | 25,084 | | 59,419 | | 235,278 | |
Expenses | | | | | | | | | |
Property operating | | 880 | | 8,053 | | 19,004 | | 72,711 | |
Real estate taxes | | 318 | | 2,714 | | 5,376 | | 27,832 | |
Management fees | | 122 | | 1,054 | | 2,437 | | 7,330 | |
Total Expenses | | 1,320 | | 11,821 | | 26,817 | | 107,873 | |
Revenues in Excess of Expenses (Expenses in Excess of Revenues) | | $ | 1,768 | | $ | 13,263 | | $ | 32,602 | | $ | 127,405 | |
Affiliated Seller | | Fund VIII | | | | | | | |
JBG SMITH Ownership (Unaudited) | | 100.0% | | | | | | | |
Anticipated Financial Statement Presentation by Combined Entity (Unaudited) | | Consolidated | | | | | | | |
Jurisdiction | | MD | | | | | | | |
See accompanying independent auditors’ report.
20