Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 26, 2024 | |
Cover page. | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-37994 | |
Entity Registrant Name | JBG SMITH PROPERTIES | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 81-4307010 | |
Entity Address, Address Line One | 4747 Bethesda Avenue | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Bethesda | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 20814 | |
City Area Code | 240 | |
Local Phone Number | 333-3600 | |
Title of 12(b) Security | Common Shares, par value $0.01 per share | |
Trading Symbol | JBGS | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 86,509,609 | |
Entity Central Index Key | 0001689796 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Real estate, at cost: | ||
Land and improvements | $ 1,196,065 | $ 1,194,737 |
Buildings and improvements | 4,323,620 | 4,021,322 |
Construction in progress, including land | 425,653 | 659,103 |
Real estate, at cost | 5,945,338 | 5,875,162 |
Less: accumulated depreciation | (1,418,923) | (1,338,403) |
Real estate, net | 4,526,415 | 4,536,759 |
Cash and cash equivalents | 163,536 | 164,773 |
Restricted cash | 42,366 | 35,668 |
Tenant and other receivables | 31,427 | 44,231 |
Deferred rent receivable | 181,295 | 171,229 |
Investments in unconsolidated real estate ventures | 101,043 | 264,281 |
Deferred leasing costs, net | 80,179 | 81,477 |
Intangible assets, net | 52,421 | 56,616 |
Other assets, net | 146,434 | 163,481 |
TOTAL ASSETS | 5,325,116 | 5,518,515 |
Liabilities: | ||
Mortgage loans, net | 1,876,459 | 1,783,014 |
Revolving credit facility | 40,000 | 62,000 |
Term loans, net | 717,610 | 717,172 |
Accounts payable and accrued expenses | 107,810 | 124,874 |
Other liabilities, net | 111,982 | 138,869 |
Total liabilities | 2,853,861 | 2,825,929 |
Commitments and contingencies | ||
Redeemable noncontrolling interests | 436,673 | 440,737 |
Shareholders' equity: | ||
Preferred shares, $0.01 par value - 200,000 shares authorized; none issued | ||
Common shares, $0.01 par value - 500,000 shares authorized; 87,306 and 94,309 shares issued and outstanding as of June 30, 2024 and December 31, 2023 | 874 | 944 |
Additional paid-in capital | 2,855,724 | 2,978,852 |
Accumulated deficit | (865,782) | (776,962) |
Accumulated other comprehensive income | 28,830 | 20,042 |
Total shareholders' equity of JBG SMITH Properties | 2,019,646 | 2,222,876 |
Noncontrolling interests | 14,936 | 28,973 |
Total equity | 2,034,582 | 2,251,849 |
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY | $ 5,325,116 | $ 5,518,515 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Consolidated Balance Sheets | ||
Preferred shares, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred shares, shares authorized | 200,000 | 200,000 |
Preferred shares, shares issued | 0 | 0 |
Common shares, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common shares, shares authorized | 500,000 | 500,000 |
Common stock, shares issued | 87,306 | 94,309 |
Common shares, shares outstanding | 87,306 | 94,309 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
REVENUE | ||||
Property rental | $ 112,536 | $ 120,592 | $ 235,172 | $ 244,625 |
Third-party real estate services, including reimbursements | 17,397 | 22,862 | 35,265 | 45,646 |
Other revenue | 5,387 | 8,641 | 10,067 | 14,786 |
Total revenue | 135,320 | 152,095 | 280,504 | 305,057 |
EXPENSES | ||||
Depreciation and amortization | 51,306 | 49,218 | 108,161 | 102,649 |
Property operating | 36,254 | 35,912 | 71,533 | 71,524 |
Real estate taxes | 14,399 | 14,424 | 28,194 | 29,648 |
General and administrative: | ||||
Corporate and other | 17,001 | 15,093 | 31,974 | 31,216 |
Third-party real estate services | 18,650 | 22,105 | 40,977 | 45,928 |
Share-based compensation related to Formation Transaction and special equity awards | 351 | |||
Transaction and other costs | 824 | 3,492 | 2,338 | 5,964 |
Total expenses | 138,434 | 140,244 | 283,177 | 287,280 |
OTHER INCOME (EXPENSE) | ||||
Income (loss) from unconsolidated real estate ventures, net | (226) | 510 | 749 | 943 |
Interest and other income, net | 3,432 | 2,281 | 5,532 | 6,358 |
Interest expense | (31,973) | (25,835) | (62,133) | (52,677) |
Gain on the sale of real estate, net | 89 | 286 | 40,700 | |
Loss on the extinguishment of debt | (450) | (450) | ||
Impairment loss | (1,025) | (18,236) | ||
Total other income (expense) | (29,703) | (23,494) | (73,802) | (5,126) |
INCOME (LOSS) BEFORE INCOME TAX (EXPENSE) BENEFIT | (32,817) | (11,643) | (76,475) | 12,651 |
Income tax (expense) benefit | (597) | (611) | 871 | (595) |
NET INCOME (LOSS) | (33,414) | (12,254) | (75,604) | 12,056 |
Net (income) loss attributable to redeemable noncontrolling interests | 3,454 | 1,398 | 7,988 | (1,965) |
Net loss attributable to noncontrolling interests | 5,587 | 311 | 10,967 | 535 |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (24,373) | $ (10,545) | $ (56,649) | $ 10,626 |
EARNINGS (LOSS) PER COMMON SHARE: | ||||
EARNINGS (LOSS) PER COMMON SHARE - BASIC | $ (0.27) | $ (0.10) | $ (0.63) | $ 0.09 |
EARNINGS (LOSS) PER COMMON SHARE - DILUTED | $ (0.27) | $ (0.10) | $ (0.63) | $ 0.09 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC | 91,030 | 109,695 | 91,832 | 111,862 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - DILUTED | 91,030 | 109,695 | 91,832 | 111,862 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Consolidated Statements of Comprehensive Income (Loss) | ||||
NET INCOME (LOSS) | $ (33,414) | $ (12,254) | $ (75,604) | $ 12,056 |
OTHER COMPREHENSIVE INCOME (LOSS): | ||||
Change in fair value of derivative financial instruments | 8,020 | 21,789 | 32,860 | 12,820 |
Reclassification of net income on derivative financial instruments from accumulated other comprehensive income into interest expense | (10,471) | (7,534) | (20,892) | (15,350) |
Total other comprehensive income (loss) | (2,451) | 14,255 | 11,968 | (2,530) |
COMPREHENSIVE INCOME (LOSS) | (35,865) | 2,001 | (63,636) | 9,526 |
Net (income) loss attributable to redeemable noncontrolling interests | 3,454 | 1,398 | 7,988 | (1,965) |
Net loss attributable to noncontrolling interests | 5,587 | 311 | 10,967 | 535 |
Other comprehensive (income) loss attributable to redeemable noncontrolling interests | 434 | (1,781) | (1,592) | 444 |
Other comprehensive income attributable to noncontrolling interests | (505) | (1,019) | (1,588) | (67) |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO JBG SMITH PROPERTIES | $ (26,895) | $ 910 | $ (47,861) | $ 8,473 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Noncontrolling Interests | Total |
Balance at beginning of period at Dec. 31, 2022 | $ 1,141 | $ 3,263,738 | $ (628,636) | $ 45,644 | $ 32,225 | $ 2,714,112 |
Balance at beginning of period (in shares) at Dec. 31, 2022 | 114,013 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) attributable to common shareholders and noncontrolling interests | 10,626 | (535) | 10,091 | |||
Redemption of common limited partnership units ("OP Units") for common shares | $ 16 | 25,492 | 25,508 | |||
Redemption of common limited partnership units ("OP Units") for common shares (in shares) | 1,577 | |||||
Common shares repurchased | $ (105) | (155,740) | $ (155,845) | |||
Common shares repurchased (in shares) | (10,526) | (10,500) | ||||
Common shares issued pursuant to employee incentive compensation plan and Employee Share Purchase Plan ("ESPP") | 1,796 | $ 1,796 | ||||
Common shares issued pursuant to employee incentive compensation plan and Employee Share Purchase Plan ("ESPP") (in shares) | 75 | |||||
Dividends declared on common shares | (23,803) | (23,803) | ||||
Contributions from (Distributions to) noncontrolling interests, net | 16 | 16 | ||||
Redeemable noncontrolling interests redemption value adjustment and total other comprehensive loss allocation | 21,225 | 444 | 21,669 | |||
Total other comprehensive income (loss) | (2,530) | (2,530) | ||||
Other comprehensive income attributable to noncontrolling interests | (67) | 67 | (67) | |||
Balance at end of period (in shares) at Jun. 30, 2023 | 105,139 | |||||
Balance at end of period at Jun. 30, 2023 | $ 1,052 | 3,156,511 | (641,813) | 43,491 | 31,741 | 2,590,982 |
Balance at beginning of period at Mar. 31, 2023 | $ 1,137 | 3,282,290 | (607,465) | 32,036 | 31,042 | 2,739,040 |
Balance at beginning of period (in shares) at Mar. 31, 2023 | 113,583 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) attributable to common shareholders and noncontrolling interests | (10,545) | (311) | (10,856) | |||
Redemption of common limited partnership units ("OP Units") for common shares | $ 8 | 11,718 | 11,726 | |||
Redemption of common limited partnership units ("OP Units") for common shares (in shares) | 821 | |||||
Common shares repurchased | $ (93) | (135,654) | $ (135,747) | |||
Common shares repurchased (in shares) | (9,321) | (9,300) | ||||
Common shares issued pursuant to employee incentive compensation plan and Employee Share Purchase Plan ("ESPP") | 1,172 | $ 1,172 | ||||
Common shares issued pursuant to employee incentive compensation plan and Employee Share Purchase Plan ("ESPP") (in shares) | 56 | |||||
Dividends declared on common shares | (23,803) | (23,803) | ||||
Contributions from (Distributions to) noncontrolling interests, net | 9 | 9 | ||||
Redeemable noncontrolling interests redemption value adjustment and total other comprehensive loss allocation | (3,015) | (1,781) | (4,796) | |||
Total other comprehensive income (loss) | 14,255 | 14,255 | ||||
Other comprehensive income attributable to noncontrolling interests | (1,019) | 1,019 | (1,019) | |||
Balance at end of period (in shares) at Jun. 30, 2023 | 105,139 | |||||
Balance at end of period at Jun. 30, 2023 | $ 1,052 | 3,156,511 | (641,813) | 43,491 | 31,741 | 2,590,982 |
Balance at beginning of period at Dec. 31, 2023 | $ 944 | 2,978,852 | (776,962) | 20,042 | 28,973 | $ 2,251,849 |
Balance at beginning of period (in shares) at Dec. 31, 2023 | 94,309 | 94,309 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) attributable to common shareholders and noncontrolling interests | (56,649) | (10,967) | $ (67,616) | |||
Redemption of common limited partnership units ("OP Units") for common shares | $ 7 | 10,209 | 10,216 | |||
Redemption of common limited partnership units ("OP Units") for common shares (in shares) | 625 | |||||
Common shares repurchased | $ (77) | (118,081) | $ (118,158) | |||
Common shares repurchased (in shares) | (7,686) | (7,700) | ||||
Common shares issued pursuant to employee incentive compensation plan and Employee Share Purchase Plan ("ESPP") | 1,326 | $ 1,326 | ||||
Common shares issued pursuant to employee incentive compensation plan and Employee Share Purchase Plan ("ESPP") (in shares) | 58 | |||||
Dividends declared on common shares | (32,171) | (32,171) | ||||
Acquisition of noncontrolling interests | (21,893) | (4,693) | (26,586) | |||
Contributions from (Distributions to) noncontrolling interests, net | 35 | 35 | ||||
Redeemable noncontrolling interests redemption value adjustment and total other comprehensive loss allocation | 5,311 | (1,592) | 3,719 | |||
Total other comprehensive income (loss) | 11,968 | 11,968 | ||||
Other comprehensive income attributable to noncontrolling interests | (1,588) | 1,588 | $ (1,588) | |||
Balance at end of period (in shares) at Jun. 30, 2024 | 87,306 | 87,306 | ||||
Balance at end of period at Jun. 30, 2024 | $ 874 | 2,855,724 | (865,782) | 28,830 | 14,936 | $ 2,034,582 |
Balance at beginning of period at Mar. 31, 2024 | $ 919 | 2,941,724 | (825,304) | 31,352 | 24,658 | 2,173,349 |
Balance at beginning of period (in shares) at Mar. 31, 2024 | 91,819 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) attributable to common shareholders and noncontrolling interests | (24,373) | (5,587) | (29,960) | |||
Redemption of common limited partnership units ("OP Units") for common shares | $ 2 | 2,339 | 2,341 | |||
Redemption of common limited partnership units ("OP Units") for common shares (in shares) | 157 | |||||
Common shares repurchased | $ (47) | (68,667) | $ (68,714) | |||
Common shares repurchased (in shares) | (4,693) | (4,700) | ||||
Common shares issued pursuant to employee incentive compensation plan and Employee Share Purchase Plan ("ESPP") | 737 | $ 737 | ||||
Common shares issued pursuant to employee incentive compensation plan and Employee Share Purchase Plan ("ESPP") (in shares) | 23 | |||||
Dividends declared on common shares | (16,105) | (16,105) | ||||
Acquisition of noncontrolling interests | (21,893) | (4,693) | (26,586) | |||
Contributions from (Distributions to) noncontrolling interests, net | 53 | 53 | ||||
Redeemable noncontrolling interests redemption value adjustment and total other comprehensive loss allocation | 1,484 | 434 | 1,918 | |||
Total other comprehensive income (loss) | (2,451) | (2,451) | ||||
Other comprehensive income attributable to noncontrolling interests | (505) | 505 | $ (505) | |||
Balance at end of period (in shares) at Jun. 30, 2024 | 87,306 | 87,306 | ||||
Balance at end of period at Jun. 30, 2024 | $ 874 | $ 2,855,724 | $ (865,782) | $ 28,830 | $ 14,936 | $ 2,034,582 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Equity (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Consolidated Statements of Equity | ||||
Dividends cash declared | $ 0.175 | $ 0.225 | $ 0.35 | $ 0.225 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
OPERATING ACTIVITIES: | ||
Net income (loss) | $ (75,604) | $ 12,056 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Share-based compensation expense | 21,029 | 20,514 |
Depreciation and amortization expense, including amortization of deferred financing costs | 111,444 | 105,105 |
Deferred rent | (10,197) | (15,256) |
Income from unconsolidated real estate ventures, net | (749) | (943) |
Amortization of market lease intangibles, net | 114 | (510) |
Amortization of lease incentives | 3,437 | 1,340 |
Loss on the extinguishment of debt | 450 | |
Impairment loss | 18,236 | |
Gain on the sale of real estate, net | (286) | (40,700) |
Loss (income) on operating lease and other receivables | 1,571 | (351) |
Income from investments, net | (697) | (1,305) |
Return on capital from unconsolidated real estate ventures | 1,680 | 9,354 |
Other non-cash items | 2,515 | 5,800 |
Changes in operating assets and liabilities: | ||
Tenant and other receivables | 11,246 | 12,138 |
Other assets, net | 1,225 | 4,273 |
Accounts payable and accrued expenses | (19,575) | (19,172) |
Other liabilities, net | (4,576) | (3,362) |
Net cash provided by operating activities | 60,813 | 89,431 |
INVESTING ACTIVITIES: | ||
Development costs, construction in progress and real estate additions | (113,437) | (164,776) |
Acquisition of real estate | (19,551) | |
Proceeds from the sale of real estate | 12,410 | 68,998 |
Proceeds from derivative financial instruments | 2,941 | |
Distributions of capital from unconsolidated real estate ventures and other investments | 163,875 | |
Investments in unconsolidated real estate ventures and other investments | (3,797) | (20,171) |
Net cash provided by (used in) investing activities | 61,992 | (135,500) |
FINANCING ACTIVITIES: | ||
Borrowings under mortgage loans | 89,578 | 251,714 |
Borrowings under revolving credit facility | 173,000 | 122,000 |
Borrowings under term loans | 170,000 | |
Repayments of mortgage loans | (1,560) | (278,469) |
Repayments of revolving credit facility | (195,000) | (60,000) |
Payments on derivative financial instruments | (2,941) | |
Debt issuance and modification costs | (49) | (17,213) |
Acquisition/redemption of noncontrolling interests | (26,569) | (647) |
Proceeds from common shares issued pursuant to ESPP | 591 | 665 |
Common shares repurchased | (116,358) | (155,845) |
Dividends paid to common shareholders | (32,171) | (49,455) |
Distributions to redeemable noncontrolling interests | (5,840) | (7,895) |
Distributions to noncontrolling interests | (25) | (15) |
Net cash used in financing activities | (117,344) | (25,160) |
Net increase (decrease) in cash and cash equivalents, and restricted cash | 5,461 | (71,229) |
Cash and cash equivalents, and restricted cash, beginning of period | 200,441 | 274,073 |
Cash and cash equivalents, and restricted cash, end of period | 205,902 | 202,844 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW AND NON-CASH INFORMATION: | ||
Cash paid for interest (net of capitalized interest of $4,211 and $7,221 in 2024 and 2023) | 52,747 | 44,379 |
Accrued capital expenditures included in accounts payable and accrued expenses | 64,521 | 75,565 |
Write-off of fully depreciated assets | 18,635 | 3,335 |
Redemption of OP Units for common shares | 10,216 | 25,508 |
Recognition (derecognition) of operating lease right-of-use asset | (13,724) | 61,443 |
Recognition (derecognition) of liabilities related to operating lease right-of-use asset | (13,724) | 61,443 |
Cash paid for amounts included in the measurement of lease liabilities for operating leases | $ 6,331 | $ 1,967 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD: | ||
Cash and cash equivalents | $ 163,536 | $ 156,639 |
Restricted cash | 42,366 | 46,205 |
Cash and cash equivalents, and restricted cash | 205,902 | 202,844 |
Capitalized interest | $ 4,211 | $ 7,221 |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Jun. 30, 2024 | |
Organization and Basis of Presentation | |
Organization and Basis of Presentation | 1. Organization JBG SMITH Properties ("JBG SMITH"), a Maryland real estate investment trust ("REIT"), owns, operates, invests in and develops mixed-use properties in high growth and high barrier-to-entry submarkets in and around Washington, D.C., most notably National Landing. Through an intense focus on placemaking, JBG SMITH cultivates vibrant, amenity-rich, walkable neighborhoods throughout the Washington, D.C. metropolitan area. Approximately 75.0% of our holdings are in the National Landing submarket in Northern Virginia, which is anchored by four key demand drivers: Amazon.com, Inc.'s ("Amazon") new headquarters; Virginia Tech's under-construction $1 billion Innovation Campus; the submarket’s proximity to the Pentagon; and our retail and digital placemaking initiatives and public infrastructure improvements. In addition, our third-party asset management and real estate services business provides fee-based real estate services to the legacy funds formerly organized by The JBG Companies ("JBG") (the "JBG Legacy Funds") and other third parties. Substantially all our assets are held by, and our operations are conducted through, JBG SMITH Properties LP ("JBG SMITH LP"), our operating partnership. As of June 30, 2024, JBG SMITH, as its sole general partner, controlled JBG SMITH LP and owned 86.4% of its OP Units, after giving effect to the conversion of certain vested long-term incentive partnership units ("LTIP Units") that are convertible into OP Units. JBG SMITH is referred to herein as "we," "us," "our" or other similar terms. References to "our share" refer to our ownership percentage of consolidated and unconsolidated assets in real estate ventures, but exclude our: (i) 10.0% subordinated interest in one commercial building, (ii) 33.5% subordinated interest in four commercial buildings (the "Fortress Assets") and (iii) 49.0% interest in three commercial buildings (the "L'Enfant Plaza Assets"), as well as the associated non-recourse mortgage loans, held through unconsolidated real estate ventures; these interests and debt are excluded because our investment in each real estate venture is zero, we do not anticipate receiving any near-term cash flow distributions from the real estate ventures, and we have not guaranteed their obligations or otherwise committed to providing financial support. We were organized for the purpose of receiving, via the spin-off on July 17, 2017 (the "Separation"), substantially all of the assets and liabilities of Vornado Realty Trust's ("Vornado") Washington, D.C. segment. On July 18, 2017, we acquired the management business, and certain assets and liabilities of JBG (the "Combination"). The Separation and the Combination are collectively referred to as the "Formation Transaction." As of June 30, 2024, our Operating Portfolio consisted of 40 operating assets comprising 15 multifamily assets totaling 6,318 units (6,318 units at our share), 23 commercial assets totaling 7.2 million square feet (6.9 million square feet at our share) and two wholly owned land assets for which we are the ground lessor. Additionally, we have two under-construction multifamily assets totaling 1,583 units (1,583 units at our share) and 18 assets in the development pipeline totaling 11.4 million square feet (9.3 million square feet at our share) of estimated potential development density. We derive our revenue primarily from leases with multifamily and commercial tenants, which include fixed and percentage rents, and reimbursements from tenants for certain expenses such as real estate taxes, property operating expenses, and repairs and maintenance. In addition, our third-party asset management and real estate services business provides fee-based real estate services. Basis of Presentation The accompanying unaudited condensed consolidated financial statements and notes are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, these condensed consolidated financial statements do not contain certain information required in annual financial statements and notes as required under GAAP. In our opinion, all adjustments considered necessary for a fair presentation have been included, and all such adjustments are of a normal recurring nature. All intercompany transactions and balances have been eliminated. The results of operations for the three and six months ended June 30, 2024 and 2023 are not necessarily indicative of the results that may be expected for a full year. These condensed consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission ("SEC") on February 20, 2024 ("Annual Report"). The accompanying condensed consolidated financial statements include our accounts and those of our wholly owned subsidiaries and consolidated variable interest entities ("VIEs"), including JBG SMITH LP. See Note 5 for additional information. The portions of the equity and net income (loss) of consolidated entities that are not attributable to us are presented separately as amounts attributable to noncontrolling interests in our condensed consolidated financial statements. References to our financial statements refer to our unaudited condensed consolidated financial statements as of June 30, 2024 and December 31, 2023, and for the three and six months ended June 30, 2024 and 2023. References to our balance sheets refer to our condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023. References to our statements of operations refer to our condensed consolidated statements of operations for the three and six months ended June 30, 2024 and 2023. References to our statements of comprehensive income (loss) refer to our condensed consolidated statements of comprehensive income (loss) for the three and six months ended June 30, 2024 and 2023. 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 currently adhere and intend to continue to adhere to these requirements and to maintain our REIT status in future periods. We also participate in the activities conducted by our subsidiary entities that have elected to be treated as taxable REIT subsidiaries under the Code. As such, we are subject to federal, state and local taxes on the income from those activities. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Significant Accounting Policies There were no material changes to our significant accounting policies disclosed in our Annual Report. Use of Estimates The preparation of the financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Recent Accounting Pronouncements Standards Not Yet Adopted Climate-Related Disclosures In March 2024, the SEC issued final rules on the enhancement and standardization of climate-related disclosures. The rules require disclosure of, among other things, (i) actual and potential material impacts of climate-related risks on our strategy, business model and outlook, (ii) climate-related targets and goals that have materially affected or are reasonably likely to materially affect our business, results of operations or financial condition, (iii) governance and management of climate-related risks and (iv) material Scope 1 and Scope 2 greenhouse gas emissions. Additionally, the rules require disclosures in the notes to the financial statements regarding the effects of severe weather events and other natural conditions, subject to certain materiality thresholds, and certain carbon offsets and renewable energy certificates. The rules are effective on a phased-in timeline beginning in the annual reports for the year ended December 31, 2025. In April 2024, the SEC announced a stay of these climate disclosure rules pending judicial review. We are currently evaluating the potential impact of adopting these new rules on our disclosures. Income Taxes In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("Topic 740"). Topic 740 modifies the rules on income tax disclosures to require entities to disclose (i) specific categories in the rate reconciliation, (ii) the income (loss) from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (iii) income tax expense or benefit from continuing operations (separated by federal, state and foreign). Topic 740 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. This guidance should be applied on a prospective basis, but retrospective application is permitted. We are currently evaluating the potential impact of adopting this new guidance on our financial statement disclosures. Segment Reporting In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segments Disclosures" ("Topic 280"). Topic 280 enhances disclosures of significant segment expenses and other segment items regularly provided to the chief operating decision maker ("CODM"), extends certain annual disclosures to interim periods and permits more than one measure of segment profit (loss) to be reported under certain conditions. The amendments are effective in fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Retrospective adoption to all periods presented is required, and early adoption of the amendments is permitted. We are currently evaluating the potential impact of adopting this new guidance on our financial statement disclosures. |
Dispositions
Dispositions | 6 Months Ended |
Jun. 30, 2024 | |
Dispositions | |
Dispositions | 3. Dispositions The following is a summary of activity for the six months ended June 30, 2024: Gain (Loss) Gross Cash on the Sale Sales Proceeds of Real Date Disposed Assets Segment Price from Sale Estate (In thousands) January 22, 2024 North End Retail Multifamily $ 14,250 $ 12,410 $ (1,200) Other (1) 1,486 $ 286 (1) Primarily related to certain previously recorded contingent liabilities which were relieved in connection with the sale of Central Place Tower by one of our unconsolidated real estate ventures. See Note 4 for additional information. We are under contract to sell a multifamily asset located in Washington D.C. for $86.8 million that went firm on July 29, 2024. Subject to customary closing conditions, we anticipate that this transaction will close in 2024; however, we can make no assurances as to when or if the transaction will close |
Investments in Unconsolidated R
Investments in Unconsolidated Real Estate Ventures | 6 Months Ended |
Jun. 30, 2024 | |
Investments in Unconsolidated Real Estate Ventures | |
Investments in Unconsolidated Real Estate Ventures | 4. The following is a summary of the composition of our investments in unconsolidated real estate ventures: Effective Ownership Real Estate Venture Interest (1) June 30, 2024 December 31, 2023 (In thousands) Prudential Global Investment Management ("PGIM") (2) 50.0% $ 724 $ 163,375 J.P. Morgan Global Alternatives ("J.P. Morgan") (3) 50.0% 73,892 72,742 4747 Bethesda Venture 20.0% 11,672 13,118 Brandywine Realty Trust 30.0% 13,701 13,681 CBREI Venture (4) 10.0% 174 180 Landmark Partners (5) 18.0% 575 605 Other 305 580 Total investments in unconsolidated real estate ventures (6) (7) $ 101,043 $ 264,281 (1) Reflects our effective ownership interests as of June 30, 2024. We have multiple investments with certain venture partners in the underlying real estate. (2) In February 2024, the venture sold its interest in Central Place Tower for a gross sales price of $325.0 million. (3) J.P. Morgan is the advisor for an institutional investor. (4) Excludes The Foundry for which we had a zero -investment balance and discontinued applying the equity method of accounting after September 30, 2023. In April 2024, the lender foreclosed on the loan secured by The Foundry and took possession of the property. (5) Excludes the L'Enfant Plaza Assets for which we have a zero -investment balance and discontinued applying the equity method of accounting after September 30, 2022. (6) Excludes (i) 10.0 % subordinated interest in one commercial building, (ii) the Fortress Assets, (iii) the L'Enfant Plaza Assets and (iv) The Foundry. See Note 1 for more information. Also, excludes our interest in an investment in the real estate venture that owns 1101 17th Street for which we have discontinued applying the equity method of accounting since June 30, 2018 because we received distributions in excess of our contributions and share of earnings, which reduced our investment to zero ; further, we are not obligated to provide for losses, have not guaranteed its obligations or otherwise committed to provide financial support. (7) As of June 30, 2024 and December 31, 2023, our total investments in unconsolidated real estate ventures were greater than our share of the net book value of the underlying assets by $9.6 million and $8.7 million, resulting principally from our zero -investment balance in certain real estate ventures and capitalized interest . We provide leasing, property management and other real estate services to our unconsolidated real estate ventures. We recognized revenue, including expense reimbursements, of $4.1 million and $8.7 million for the three and six months ended June 30, 2024, and $5.6 million and $10.8 million for the three and six months ended June 30, 2023 for such services. The following is a summary of disposition activity by our unconsolidated real estate ventures: Proportionate Real Estate Gross Share of Venture Ownership Sales Aggregate Date Disposed Partner Assets Percentage Price Gain (1) (In thousands) February 13, 2024 PGIM Central Place Tower 50.0% $ 325,000 $ 480 (1) Additionally, we recognized $1.4 million related to certain previously recorded contingent liabilities, which were relieved in connection with the sale and included in "Gain on the sale of real estate, net" in our statement of operations. The following is a summary of the debt of our unconsolidated real estate ventures: Weighted Average Effective Interest Rate (1) June 30, 2024 December 31, 2023 (In thousands) Variable rate (2) 5.73% $ 175,000 $ 175,000 Fixed rate (3) 4.13% 60,000 60,000 Mortgage loans (4) 235,000 235,000 Unamortized deferred financing costs and premium / discount, net (7,163) (8,531) Mortgage loans, net (4) (5) $ 227,837 $ 226,469 (1) Weighted average effective interest rate as of June 30, 2024. (2) Includes variable rate mortgages with interest rate cap agreements. (3) Includes variable rate mortgages with interest rates fixed by interest rate swap agreements. (4) Excludes mortgage loans related to the Fortress Assets, the L'Enfant Plaza Assets and The Foundry. In April 2024, the lender foreclosed on the loan secured by The Foundry and took possession of the property. (5) 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 financial information for our unconsolidated real estate ventures: June 30, 2024 December 31, 2023 (In thousands) Combined balance sheet information: (1) Real estate, net $ 449,501 $ 729,791 Other assets, net 66,540 137,771 Total assets $ 516,041 $ 867,562 Mortgage loans, net $ 227,837 $ 226,469 Other liabilities, net 27,633 47,251 Total liabilities 255,470 273,720 Total equity 260,571 593,842 Total liabilities and equity $ 516,041 $ 867,562 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (In thousands) Combined income statement information: (1) Total revenue $ 7,912 $ 24,952 $ 21,194 $ 44,985 Operating income (2) 1,414 5,088 5,938 7,579 Net loss (2) (2,511) (2,214) (1,867) (3,934) (1) Excludes amounts related to the Fortress Assets and the L'Enfant Plaza Assets. Excludes combined balance sheet information for both periods presented and combined income statement information for the three and six months ended June 30, 2024 related to The Foundry as we discontinued applying the equity method of accounting after September 30, 2023. (2) Includes the gain on the sale of Central Place Tower of $894,000 for the six months ended June 30, 2024. |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Jun. 30, 2024 | |
Variable Interest Entities | |
Variable Interest Entities | 5. We hold various interests in entities deemed to be VIEs, which we evaluate at acquisition, formation, after a change in the ownership agreement, after a change in the entity's economics or after any other reconsideration event to determine if the VIE should be consolidated in our financial statements or should no longer be considered a VIE. An entity is a VIE because it is in the development stage and/or does not hold sufficient equity at risk, or conducts substantially all its operations on behalf of an investor with disproportionately few voting rights. We will consolidate a VIE if we are the primary beneficiary of the VIE, which entails having the power to direct the activities that most significantly impact the VIE’s economic performance. Certain criteria we assess in determining whether we are the primary beneficiary of the VIE include our influence over significant business activities, our voting rights and any noncontrolling interest kick-out or participating rights. Unconsolidated VIEs As of June 30, 2024 and December 31, 2023, we had interests in entities deemed to be VIEs. Although we may be responsible for managing the day-to-day operations of these investees, we are not the primary beneficiary of these VIEs, as we do not hold unilateral power over activities that, when taken together, most significantly impact the respective VIE's economic performance. We account for our investment in these entities under the equity method. As of June 30, 2024 and December 31, 2023, the net carrying amounts of our investment in these entities were $88.4 million and $87.3 million, which were included in "Investments in unconsolidated real estate ventures" in our balance sheets. Our equity in the income of unconsolidated VIEs was included in "Income (loss) from unconsolidated real estate ventures, net" in our statements of operations. Our maximum loss exposure in these entities is limited to our investments, construction commitments and debt guarantees. See Note 17 for additional information. Consolidated VIEs JBG SMITH LP is our most significant consolidated VIE. We hold 86.4% 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. The noncontrolling interests of JBG SMITH LP do not have substantive liquidation rights, substantive kick-out rights without cause or substantive participating rights that could be exercised by a simple majority of noncontrolling interest limited partners (including by such a limited partner unilaterally). Because the noncontrolling interest holders do not have these rights, JBG SMITH LP is a VIE. As general partner, we have the power to direct the activities of JBG SMITH LP that most significantly affect its economic performance, and through our majority interest, we have both the right to receive benefits from and the obligation to absorb losses of JBG SMITH LP. Accordingly, we are the primary beneficiary of JBG SMITH LP and consolidate it in our financial statements. Because we conduct our business through JBG SMITH LP, its total assets and liabilities comprise substantially all our consolidated assets and liabilities. In March 2021, we leased the land underlying 1900 Crystal Drive located in National Landing to a lessee, which constructed an 808-unit multifamily asset comprising two towers, The Grace and Reva, with ground floor retail. The ground lessee engaged us to be the development manager for the construction of 1900 Crystal Drive, and separately, we were the lessee in a master lease of the asset. We determined that 1900 Crystal Drive was a VIE and that we were the primary beneficiary of the VIE. Accordingly, we consolidated the VIE with the lessee's ownership interest shown as "Noncontrolling interests" in our consolidated balance sheet. In June 2024, we acquired the ground lessee's interest in 1900 Crystal Drive for $26.6 million of which $4.7 million was a reduction of "Noncontrolling interests" in our balance sheet. As a result of the transaction, 1900 Crystal Drive is no longer a VIE. As of June 30, 2024, excluding JBG SMITH LP, we consolidated one VIE (2000/2001 South Bell Street) with total assets of $256.1 million and liabilities of $157.9 million, and as of December 31, 2023, excluding JBG SMITH LP, we consolidated two VIEs (1900 Crystal Drive and 2000/2001 South Bell Street) with total assets of $503.2 million and liabilities of $293.3 million. VIE assets primarily consisted of construction in progress and VIE liabilities primarily consisted of mortgage loans. The assets of the VIEs can only be used to settle the obligations of the VIEs, and the liabilities include third-party liabilities of the VIEs for which the creditors or beneficial interest holders do not have recourse against us. |
Other Assets, Net
Other Assets, Net | 6 Months Ended |
Jun. 30, 2024 | |
Other Assets, Net | |
Other Assets, Net | 6. The following is a summary of other assets, net: June 30, 2024 December 31, 2023 (In thousands) Prepaid expenses $ 10,188 $ 13,215 Derivative financial instruments, at fair value 42,116 42,341 Deferred financing costs, net 8,740 10,199 Operating lease right-of-use assets 45,238 60,329 Investments in funds (1) 24,119 21,785 Other investments (2) 3,487 3,487 Other 12,546 12,125 Total other assets, net $ 146,434 $ 163,481 (1) Consists of investments in real estate-focused technology companies, which are recorded at their fair value based on their reported net asset value. During the three and six months ended June 30, 2024, unrealized gains related to these investments were $797,000 and $1.3 million . During the three and six months ended June 30, 2023, unrealized gains (losses) related to these investments were ($338,000) and $1.7 million. During the three and six months ended June 30, 2024, realized losses related to these investments were $183,000 and $622,000 . During the three and six months ended June 30, 2023, realized losses related to these investments were $189,000 and $318,000 . Unrealized gains (losses) and realized losses were included in "Interest and other income, net" in our statements of operations. (2) Primarily consists of equity investments that are carried at cost. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt | |
Debt | 7. Mortgage Loans The following is a summary of mortgage loans: Weighted Average Effective Interest Rate (1) June 30, 2024 December 31, 2023 (In thousands) Variable rate (2) 6.23% $ 701,283 $ 608,582 Fixed rate (3) 4.78% 1,188,709 1,189,643 Mortgage loans 1,889,992 1,798,225 Unamortized deferred financing costs and premium / discount, net (13,533) (15,211) Mortgage loans, net $ 1,876,459 $ 1,783,014 (1) Weighted average effective interest rate as of June 30, 2024. (2) Includes variable rate mortgage loans with interest rate cap agreements. For mortgage loans with interest rate caps, the weighted average interest rate cap strike was 3.52% , and the weighted average maturity date of the interest rate caps was June 2025. In July 2024, a new interest rate cap was executed that extended the weighted average maturity date of the interest rate caps to October 2025. The interest rate cap strike is exclusive of the credit spreads associated with the mortgage loans. As of June 30, 2024, one-month term Secured Overnight Financing Rate ("SOFR") was 5.34% . (3) Includes variable rate mortgages with interest rates fixed by interest rate swap agreements. As of June 30, 2024 and December 31, 2023, the net carrying value of real estate collateralizing our mortgage loans totaled $2.2 billion. Our mortgage loans contain covenants that limit our ability to incur additional indebtedness on these properties and, in certain circumstances, require lender approval of tenant leases and/or yield maintenance upon repayment prior to maturity. Certain mortgage loans are recourse to us. See Note 17 for additional information. As of June 30, 2024 and December 31, 2023, we had various interest rate swap and cap agreements on certain mortgage loans with an aggregate notional value of $1.6 billion and $1.7 billion. See Note 15 for additional information. Revolving Credit Facility and Term Loans As of June 30, 2024 and December 31, 2023, our unsecured revolving credit facility and term loans totaling $1.5 billion consisted of a $750.0 million revolving credit facility maturing in June 2027, a $200.0 million term loan ("Tranche A-1 Term Loan") maturing in January 2025, a $400.0 million term loan ("Tranche A-2 Term Loan") maturing in January 2028 and a $120.0 million term loan ("2023 Term Loan") maturing in June 2028. The revolving credit facility has two six-month extension options, and the Tranche A-1 Term Loan has two one-year extension options. The following is a summary of amounts outstanding under the revolving credit facility and term loans: Effective Interest Rate (1) June 30, 2024 December 31, 2023 (In thousands) Revolving credit facility (2) (3) 6.78% $ 40,000 $ 62,000 Tranche A-1 Term Loan (4) 2.70% $ 200,000 $ 200,000 Tranche A-2 Term Loan (5) 3.58% 400,000 400,000 2023 Term Loan (6) 5.31% 120,000 120,000 Term loans 720,000 720,000 Unamortized deferred financing costs, net (2,390) (2,828) Term loans, net $ 717,610 $ 717,172 (1) Effective interest rate as of June 30, 2024. The interest rate for our revolving credit facility excludes a 0.15% facility fee. (2) As of June 30, 2024, daily SOFR was 5.33% . As of June 30, 2024 and December 31, 2023, letters of credit with an aggregate face amount of $15.7 million and $467,000 were outstanding under our revolving credit facility. (3) As of June 30, 2024 and December 31, 2023, excludes $8.7 million and $10.2 million of net deferred financing costs related to our revolving credit facility that were included in "Other assets, net" in our balance sheets. (4) As of June 30, 2024 and December 31, 2023, the interest rate swaps fix SOFR at a weighted average interest rate of 1.46% . Interest rate swaps with a total notional value of $200.0 million matured in July 2024. We have two forward-starting interest rate swaps that became effective in July 2024 with a total notional value of $200.0 million, which effectively fix SOFR at a weighted average interest rate of 4.00 % through January 2027. (5) As of June 30, 2024 and December 31, 2023, the interest rate swaps fix SOFR at a weighted average interest rate of 2.29% . Interest rate swaps with a total notional value of $200.0 million matured in July 2024 and with a total notional value of $200.0 million will mature in January 2028. We have two forward-starting interest rate swaps that became effective in July 2024 with a total notional value of $200.0 million, which effectively fix SOFR at a weighted average interest rate of 2.81 % through the maturity date. (6) As of June 30, 2024 and December 31, 2023, the outstanding balance was fixed by an interest rate swap agreement, which fixes SOFR at an interest rate of 4.01% through the maturity date. |
Other Liabilities, Net
Other Liabilities, Net | 6 Months Ended |
Jun. 30, 2024 | |
Other Liabilities, Net. | |
Other Liabilities, Net | 8. The following is a summary of other liabilities, net: June 30, 2024 December 31, 2023 (In thousands) Lease intangible liabilities, net $ 3,268 $ 3,496 Lease incentive liabilities 7,710 7,546 Liabilities related to operating lease right-of-use assets 46,172 64,501 Prepaid rent 12,864 11,881 Security deposits 12,474 12,133 Environmental liabilities 17,468 17,568 Deferred tax liability, net 2,445 3,326 Derivative financial instruments, at fair value 5,458 14,444 Other 4,123 3,974 Total other liabilities, net $ 111,982 $ 138,869 |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests | 6 Months Ended |
Jun. 30, 2024 | |
Redeemable Noncontrolling Interests | |
Redeemable Noncontrolling Interests | 9. OP Units held by persons other than JBG SMITH are redeemable for cash or, at our election, our common shares, subject to certain limitations. Vested LTIP Units are redeemable into OP Units. During the six months ended June 30, 2024 and 2023, unitholders redeemed 625,166 and 1.6 million OP Units, which we elected to redeem for an equivalent number of our common shares. As of June 30, 2024, outstanding OP Units and redeemable LTIP Units totaled 13.8 million, representing a 13.6% ownership interest in JBG SMITH LP. Our OP Units and certain vested LTIP Units are presented at the higher of their redemption value or their carrying value, with adjustments to the redemption value recognized in "Additional paid-in capital" in our balance sheets. Redemption value per OP Unit is equivalent to the market value of one common share at the end of the period. In July 2024, unitholders redeemed 100,972 OP Units and LTIP Units, which we elected to redeem for an equivalent number of our common shares. The following is a summary of the activity of redeemable noncontrolling interests: Three Months Ended June 30, 2024 2023 Consolidated JBG JBG Real Estate SMITH LP SMITH LP Venture Total (In thousands) Balance, beginning of period $ 435,529 $ 457,778 $ — $ 457,778 Redemptions (2,341) (11,726) — (11,726) LTIP Units issued in lieu of cash compensation (1) 854 757 — 757 Net loss (3,454) (1,398) — (1,398) Other comprehensive income (loss) (434) 1,781 — 1,781 Distributions (2,910) (3,927) — (3,927) Share-based compensation expense 10,913 9,606 — 9,606 Adjustment to redemption value (1,484) 3,015 — 3,015 Balance, end of period $ 436,673 $ 455,886 $ — $ 455,886 Six Months Ended June 30, 2024 2023 Consolidated JBG JBG Real Estate SMITH LP SMITH LP Venture (2) Total (In thousands) Balance, beginning of period $ 440,737 $ 480,663 $ 647 $ 481,310 Redemptions (10,216) (25,508) (647) (26,155) LTIP Units issued in lieu of cash compensation (1) 3,836 5,213 — 5,213 Net income (loss) (7,988) 1,965 — 1,965 Other comprehensive income (loss) 1,592 (444) — (444) Distributions (5,840) (3,927) — (3,927) Share-based compensation expense 19,863 19,149 — 19,149 Adjustment to redemption value (5,311) (21,225) — (21,225) Balance, end of period $ 436,673 $ 455,886 $ — $ 455,886 (1) See Note 11 for additional information. (2) As of December 31, 2022, we held a 99.7% ownership interest in a real estate venture that owned The Wren, a multifamily asset. In February 2023, the partner redeemed its 0.3% interest, increasing our ownership interest to 100.0% . |
Property Rental Revenue
Property Rental Revenue | 6 Months Ended |
Jun. 30, 2024 | |
Property Rental Revenue | |
Property Rental Revenue | 10. The following is a summary of property rental revenue from our non-cancellable leases: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 X 2024 2023 (In thousands) Fixed $ 103,602 $ 108,124 $ 216,579 $ 221,195 Variable 8,934 12,468 18,593 23,430 Property rental revenue $ 112,536 $ 120,592 $ 235,172 $ 244,625 |
Share-Based Payments
Share-Based Payments | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payments | |
Share-Based Payments | 11. LTIP Units and Time-Based LTIP Units In January 2024, we granted to certain employees 974,140 LTIP Units with time-based vesting requirements ("Time-Based LTIP Units") and a weighted average grant-date fair value of $15.93 per unit that primarily vest ratably over four years subject to continued employment. Compensation expense for these units is primarily being recognized over a four-year period. In January 2024, we granted 209,047 fully vested LTIP Units to certain employees, who elected to receive all or a portion of their cash bonuses related to 2023 service as LTIP Units. The LTIP units had a grant-date fair value of $14.27 per unit. Compensation expense totaling $3.0 million for these LTIP Units was recognized in 2023. In April 2024, as part of their annual compensation, we granted to non-employee trustees a total of 141,422 fully vested LTIP Units with a grant-date fair value of $12.40 per unit, which includes LTIP Units elected in lieu of cash retainers. The LTIP Units may not be sold while a trustee is serving on the Board of Trustees. The aggregate grant-date fair value of the Time-Based LTIP Units and the LTIP Units granted during the six months ended June 30, 2024 was $20.3 million. The Time-Based LTIP Units and the LTIP Units were valued based on the closing common share price on the grant date, less a discount for post-grant restrictions. The discount was determined using Monte Carlo simulations based on the following significant assumptions: Expected volatility 33.0 % to 35.0% Risk-free interest rate 4.4% to 4.8% Post-grant restriction periods 2 to 6 years Appreciation-Only LTIP Units ("AO LTIP Units") In January 2024, we granted to certain employees 1.9 million performance-based AO LTIP Units with a grant-date fair value of $3.79 per unit. The AO LTIP Units provide for a share of appreciation determined by the increase in the value of a common share at the time of conversion over the participation threshold of $18.93. The AO LTIP Units are subject to a TSR modifier whereby the number of AO LTIP Units that will ultimately be earned will be increased or reduced by 25%. The AO LTIP Units have a three-year performance period with 50% of the AO LTIP Units earned vesting at the end of the three-year performance period and the remaining 50% vesting on the fourth anniversary of the grant date, subject to continued employment. The AO LTIP Units expire on the ten The aggregate grant-date fair value of the AO LTIP Units granted during the six months ended June 30, 2024 was $7.1 million, valued using Monte Carlo simulations based on the following significant assumptions: Expected volatility 32.0% Dividend yield 3.2% Risk-free interest rate 4.1% Restricted Share Units ("RSUs") In January 2024, we granted to certain non-executive employees 74,842 time-based RSUs ("Time-Based RSUs") with a grant-date fair value of $17.21 per unit. Vesting requirements and compensation expense recognition for the Time-Based RSUs are primarily consistent with those of the Time-Based LTIP Units granted in 2024. The aggregate grant-date fair value of the RSUs granted during the six months ended June 30, 2024 was $1.3 million. The Time-Based RSUs were valued based on the closing common share price on the date of grant. ESPP Pursuant to the ESPP, employees purchased 44,569 common shares for $592,000 during the six months ended June 30, 2024, valued using the Black-Scholes model based on the following significant assumptions: Expected volatility 48.0% Dividend yield 4.2% Risk-free interest rate 5.3% Expected life 3 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, 2024 2023 X 2024 2023 (In thousands) Time-Based LTIP Units $ 5,885 $ 5,324 $ 11,357 $ 10,856 AO LTIP Units and Performance-Based LTIP Units 3,476 3,282 6,954 6,942 LTIP Units 1,552 1,000 1,552 1,000 Other equity awards (1) 1,168 1,262 2,212 2,798 Share-based compensation expense - other 12,081 10,868 22,075 21,596 Share-based compensation related to Formation Transaction and special equity awards (2) — — — 351 Total share-based compensation expense 12,081 10,868 22,075 21,947 Less: amount capitalized (590) (782) (1,046) (1,433) Share-based compensation expense $ 11,491 $ 10,086 $ 21,029 $ 20,514 (1) Primarily comprising compensation expense for: (i) fully vested LTIP Units issued to certain employees in lieu of all or a portion of any cash bonuses earned, (ii) RSUs and (iii) shares issued under our ESPP. (2) Included in "General and administrative expense: Share-based compensation related to Formation Transaction and special equity awards" in our statement of operations. Includes share-based compensation expense for awards issued in connection with the Formation Transaction and with our successful pursuit of Amazon's additional headquarters in National Landing all of which were fully expensed as of December 31, 2023. As of June 30, 2024, we had $32.6 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 2.5 years. In April 2024, our shareholders approved an amendment to the JBG SMITH 2017 Omnibus Share Plan, as amended, (the "Plan") to increase the common shares reserved for issuance under the Plan by 7.5 million common shares. |
Transaction and Other Costs
Transaction and Other Costs | 6 Months Ended |
Jun. 30, 2024 | |
Transaction and Other Costs. | |
Transaction and Other Costs | 12. The following is a summary of transaction and other costs: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 X 2024 2023 (In thousands) Completed, potential and pursued transaction expenses (1) $ 34 $ 227 $ 1,541 $ 274 Severance and other costs 505 1,799 512 3,247 Demolition costs 285 1,466 285 2,443 Transaction and other costs $ 824 $ 3,492 $ 2,338 $ 5,964 (1) Primarily consists of dead deal costs. |
Interest Expense
Interest Expense | 6 Months Ended |
Jun. 30, 2024 | |
Interest Expense | |
Interest Expense | 13. The following is a summary of interest expense: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 X 2024 2023 (In thousands) Interest expense before capitalized interest $ 31,234 $ 27,805 $ 62,074 $ 55,713 Amortization of deferred financing costs 4,179 1,351 8,082 2,630 Net loss on non-designated derivatives: Net unrealized loss 27 2,944 69 5,641 Net realized loss — 97 — 230 Capitalized interest (3,467) (6,362) (8,092) (11,537) Interest expense $ 31,973 $ 25,835 $ 62,133 $ 52,677 |
Shareholders' Equity and Earnin
Shareholders' Equity and Earnings (Loss) Per Common Share | 6 Months Ended |
Jun. 30, 2024 | |
Shareholders' Equity and Earnings (Loss) Per Common Share | |
Shareholders' Equity and Earnings (Loss) Per Common Share | 14. Common Shares Repurchased Our Board of Trustees has authorized the repurchase of up to $1.5 billion of our outstanding common shares. During the three and six months ended June 30, 2024, we repurchased and retired 4.7 million and 7.7 million common shares for $68.7 million and $118.1 million, a weighted average purchase price per share of $14.62 and $15.35. During the three and six months ended June 30, 2023, we repurchased and retired 9.3 million and 10.5 million common shares for $135.7 million and $155.8 million, a weighted average purchase price per share of $14.54 and $14.79. Since we began the share repurchase program through June 30, 2024, we have repurchased and retired 53.6 million common shares for $1.1 billion, a weighted average purchase price per share of $20.09. During July 2024, through the date of this filing, we repurchased and retired 897,531 common shares for $14.0 million, a weighted average purchase price per share of $15.55, pursuant to a repurchase plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. Earnings (Loss) Per Common Share Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding during the period. Unvested share-based compensation awards that entitle holders to receive non-forfeitable distributions are considered participating securities. Consequently, we are required to apply the two-class method of computing basic and diluted earnings (loss) that would otherwise have been available to common shareholders. Under the two-class method, earnings for the period are allocated between common shareholders and participating securities based on their respective rights to receive dividends. During periods of net loss, losses are allocated only to the extent the participating securities are required to absorb their share of such losses. Distributions to participating securities in excess of their allocated income or loss are shown as a reduction to net income (loss) attributable to common shareholders. Diluted earnings (loss) per common share reflects the potential dilution of the assumed exchange of various unit and share-based compensation awards into common shares to the extent they are dilutive. The following is a summary of the calculation of basic and diluted earnings (loss) per common share and a reconciliation of net income (loss) to the amounts of net income (loss) available to common shareholders used in calculating basic and diluted earnings (loss) per common share: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 X 2024 2023 (In thousands, except per share amounts) Net income (loss) $ (33,414) $ (12,254) $ (75,604) $ 12,056 Net (income) loss attributable to redeemable noncontrolling interests 3,454 1,398 7,988 (1,965) Net loss attributable to noncontrolling interests 5,587 311 10,967 535 Net income (loss) attributable to common shareholders (24,373) (10,545) (56,649) 10,626 Distributions to participating securities (503) (717) (1,157) (717) Net income (loss) available to common shareholders - basic and diluted $ (24,876) $ (11,262) $ (57,806) $ 9,909 Weighted average number of common shares outstanding - basic and diluted 91,030 109,695 91,832 111,862 Earnings (loss) per common share - basic and diluted $ (0.27) $ (0.10) $ (0.63) $ 0.09 The effect of the redemption of OP Units, Time-Based LTIP Units, fully vested LTIP Units and special equity awards that were outstanding as of June 30, 2024 and 2023 is excluded in the computation of diluted earnings (loss) per common share as the assumed exchange of such units for common shares on a one-for-one basis was antidilutive (the assumed redemption of these units would have no impact on the determination of diluted earnings (loss) per share). Since OP Units, Time-Based LTIP Units, LTIP Units and special equity awards, which are held by noncontrolling interests, are attributed gains at an identical proportion to the common shareholders, the gains attributable and their equivalent weighted average impact are excluded from net income (loss) available to common shareholders and from the weighted average number of common shares outstanding in calculating diluted earnings (loss) per common share. AO LTIP Units, Performance-Based LTIP Units, formation awards and RSUs, which totaled 7.9 million for the three and six months ended June 30, 2024, and 5.2 million and 5.3 million for the three and six months ended June 30, 2023, were excluded from the calculation of diluted earnings (loss) per common share as they were antidilutive, but potentially could be dilutive in the future. Dividends Declared in July 2024 On July 24, 2024, our Board of Trustees declared a quarterly dividend of $0.175 per common share, payable on August 21, 2024 to shareholders of record as of August 7, 2024. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Measurements | |
Fair Value Measurements | 15. Fair Value Measurements on a Recurring Basis To manage or hedge our exposure to interest rate risk, we follow established risk management policies and procedures, including the use of a variety of derivative financial instruments. As of June 30, 2024 and December 31, 2023, we had various derivative financial instruments consisting of interest rate swap and cap agreements that are measured at fair value on a recurring basis. The net unrealized gain on our derivative financial instruments designated as effective hedges was $33.1 million and $22.7 million as of June 30, 2024 and December 31, 2023 and was recorded in "Accumulated other comprehensive income" in our balance sheets, of which a portion was allocated to "Redeemable noncontrolling interests." Within the next 12 months, we expect to reclassify $20.7 million of the net unrealized gain as a decrease 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: Fair Value Measurements Total Level 1 Level 2 Level 3 (In thousands) June 30, 2024 Derivative financial instruments designated as effective hedges: Classified as assets in "Other assets, net" $ 36,606 — $ 36,606 — Non-designated derivatives: Classified as assets in "Other assets, net" 5,510 — 5,510 — Classified as liabilities in "Other liabilities, net" 5,458 — 5,458 — December 31, 2023 Derivative financial instruments designated as effective hedges: Classified as assets in "Other assets, net" $ 35,632 — $ 35,632 — Classified as liabilities in "Other liabilities, net" 7,936 — 7,936 — Non-designated derivatives: Classified as assets in "Other assets, net" 6,709 — 6,709 — Classified as liabilities in "Other liabilities, net" 6,508 — 6,508 — The fair values of our derivative financial instruments were determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of the derivative financial instrument. This analysis reflected the contractual terms of the derivative, including the period to maturity, and used observable market-based inputs, including interest rate market data and implied volatilities in such interest rates. While it was determined that the majority of the inputs used to value the derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with the derivatives also utilized Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default. However, as of June 30, 2024 and December 31, 2023, the significance of the impact of the credit valuation adjustments on the overall valuation of the derivative financial instruments was assessed, and it was determined that these adjustments were not significant to the overall valuation of the derivative financial instruments. As a result, it was determined that the derivative financial instruments in their entirety should be classified in Level 2 of the fair value hierarchy. The net unrealized gains (losses) included in "Other comprehensive income (loss)" in our statements of comprehensive income (loss) for the three and six months ended June 30, 2024 and 2023 were attributable to the net change in unrealized gains or losses related to effective derivative financial instruments that were outstanding during those periods, none of which were reported in our statements of operations as the derivative financial instruments were documented and qualified as hedging instruments. Realized and unrealized gains (losses) related to non-designated hedges are included in "Interest expense" in our statements of operations. Fair Value Measurements on a Nonrecurring Basis Our real estate assets are reviewed for impairment whenever there are changes in circumstances or indicators that the carrying amount of the assets may not be recoverable. This assessment resulted in the impairment of two development parcels, which had an estimated fair value of $24.7 million based on a market approach and were classified as Level 2 in the fair value hierarchy. The impairment loss totaled $1.0 million and $18.2 million, which was included in "Impairment loss" in our consolidated statements of operations for the three and six months ended June 30, 2024. Financial Assets and Liabilities Not Measured at Fair Value As of June 30, 2024 and December 31, 2023, all financial assets and liabilities were reflected in our balance sheets at amounts which, in our estimation, reasonably approximated their fair values, except for the following: June 30, 2024 December 31, 2023 Carrying Carrying Amount (1) Fair Value Amount (1) Fair Value (In thousands) Financial liabilities: Mortgage loans $ 1,889,992 $ 1,848,171 $ 1,798,225 $ 1,753,251 Revolving credit facility 40,000 39,950 62,000 62,000 Term loans 720,000 715,823 720,000 715,950 (1) The carrying amount consists of principal only. The fair values of the mortgage loans, revolving credit facility and term loans were determined using Level 2 inputs of the fair value hierarchy. The fair value of our mortgage loans is estimated by discounting the future contractual cash flows of these instruments using current risk-adjusted rates available to borrowers with similar credit profiles based on market sources. The fair value of our revolving credit facility and term loans is calculated based on the net present value of payments over the term of the facilities using estimated market rates for similar notes and remaining terms. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2024 | |
Segment Information | |
Segment Information | 16. We review operating and financial data for each property on an individual basis; therefore, each of our individual properties is a separate operating segment. We define our reportable segments to be aligned with our method of internal reporting and the way our Chief Executive Officer, who is also our CODM makes key operating decisions, evaluates financial results, allocates resources and manages our business. Accordingly, we aggregate our operating segments into three reportable segments (multifamily, commercial, and third-party asset management and real estate services) based on the economic characteristics and nature of our assets and services. The CODM measures and evaluates the performance of our operating segments, with the exception of the third-party asset management and real estate services business, based on the net operating income ("NOI") of properties within each segment. NOI includes property rental revenue and parking revenue, and deducts property operating expenses and real estate taxes. With respect to the third-party asset management and real estate services business, the CODM reviews revenue streams generated by this segment ("Third-party real estate services, including reimbursements"), as well as the expenses attributable to the segment ("General and administrative: third-party real estate services"), which are both disclosed separately in our statements of operations. The following represents the components of revenue from our third-party asset management and real estate services business: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 X 2024 2023 (In thousands) Property management fees $ 3,976 $ 5,017 $ 8,247 $ 9,969 Asset management fees 1,242 1,255 2,166 2,358 Development fees 419 2,756 657 4,742 Leasing fees 1,190 1,256 2,325 2,612 Construction management fees 177 303 560 643 Other service revenue 1,311 1,422 2,365 2,646 Third-party real estate services revenue, excluding reimbursements 8,315 12,009 16,320 22,970 Reimbursement revenue (1) 9,082 10,853 18,945 22,676 Third-party real estate services revenue, including reimbursements 17,397 22,862 35,265 45,646 Third-party real estate services expenses 18,650 22,105 40,977 45,928 Third-party real estate services revenue less expenses $ (1,253) $ 757 $ (5,712) $ (282) (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 $5.4 million and $8.1 million as of June 30, 2024 and December 31, 2023, which were included in "Intangible assets, net" in our balance sheets. Consistent with internal reporting presented to our CODM and our definition of NOI, the third-party asset management and real estate services operating results are excluded from the NOI data below. The following is the reconciliation of net income (loss) attributable to common shareholders to consolidated NOI: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 X 2024 2023 (In thousands) Net income (loss) attributable to common shareholders $ (24,373) $ (10,545) $ (56,649) $ 10,626 Net income (loss) attributable to redeemable noncontrolling interests (3,454) (1,398) (7,988) 1,965 Net loss attributable to noncontrolling interests (5,587) (311) (10,967) (535) Net income (loss) (33,414) (12,254) (75,604) 12,056 Add: Depreciation and amortization expense 51,306 49,218 108,161 102,649 General and administrative expense: Corporate and other 17,001 15,093 31,974 31,216 Third-party real estate services 18,650 22,105 40,977 45,928 Share-based compensation related to Formation Transaction and special equity awards — — — 351 Transaction and other costs 824 3,492 2,338 5,964 Interest expense 31,973 25,835 62,133 52,677 Loss on the extinguishment of debt — 450 — 450 Impairment loss 1,025 — 18,236 — Income tax expense (benefit) 597 611 (871) 595 Less: Third-party real estate services, including reimbursements revenue 17,397 22,862 35,265 45,646 Other revenue 2,126 3,846 13,389 5,572 Income (loss) from unconsolidated real estate ventures, net (226) 510 749 943 Interest and other income, net 3,432 2,281 5,532 6,358 Gain on the sale of real estate, net 89 — 286 40,700 Consolidated NOI $ 65,144 $ 75,051 $ 132,123 $ 152,667 The following is a summary of NOI and certain balance sheet data by segment. Items classified in the Other column include development assets, corporate entities, land assets for which we are the ground lessor and the elimination of inter-segment activity. Three Months Ended June 30, 2024 Multifamily Commercial Other Total (In thousands) Property rental revenue (1) $ 53,224 $ 55,656 $ 2,918 $ 111,798 Parking revenue 198 3,832 (31) 3,999 Total property revenue 53,422 59,488 2,887 115,797 Property expense: Property operating 18,913 17,553 (212) 36,254 Real estate taxes 6,319 7,376 704 14,399 Total property expense 25,232 24,929 492 50,653 Consolidated NOI $ 28,190 $ 34,559 $ 2,395 $ 65,144 Three Months Ended June 30, 2023 Multifamily Commercial Other Total (In thousands) Property rental revenue $ 52,443 $ 64,321 $ 3,828 $ 120,592 Parking revenue 295 4,426 74 4,795 Total property revenue 52,738 68,747 3,902 125,387 Property expense: Property operating 18,394 18,252 (734) 35,912 Real estate taxes 5,648 8,195 581 14,424 Total property expense 24,042 26,447 (153) 50,336 Consolidated NOI $ 28,696 $ 42,300 $ 4,055 $ 75,051 Six Months Ended June 30, 2024 Multifamily Commercial Other Total (In thousands) Property rental revenue (1) $ 104,670 $ 113,235 $ 6,197 $ 224,102 Parking revenue 379 7,432 (63) 7,748 Total property revenue 105,049 120,667 6,134 231,850 Property expense: Property operating 36,319 34,630 584 71,533 Real estate taxes 12,276 14,777 1,141 28,194 Total property expense 48,595 49,407 1,725 99,727 Consolidated NOI $ 56,454 $ 71,260 $ 4,409 $ 132,123 Six Months Ended June 30, 2023 Multifamily Commercial Other Total (In thousands) Property rental revenue $ 102,353 $ 136,238 $ 6,034 $ 244,625 Parking revenue 519 8,564 131 9,214 Total property revenue 102,872 144,802 6,165 253,839 Property expense: Property operating 35,849 37,623 (1,948) 71,524 Real estate taxes 11,256 17,196 1,196 29,648 Total property expense 47,105 54,819 (752) 101,172 Consolidated NOI $ 55,767 $ 89,983 $ 6,917 $ 152,667 Multifamily Commercial Other Total (In thousands) June 30, 2024 Real estate, at cost $ 3,219,444 $ 2,308,345 $ 417,549 $ 5,945,338 Investments in unconsolidated real estate ventures — 12,002 89,041 101,043 Total assets 2,454,895 2,482,083 388,138 5,325,116 December 31, 2023 Real estate, at cost $ 3,154,116 $ 2,357,713 $ 363,333 $ 5,875,162 Investments in unconsolidated real estate ventures — 176,786 87,495 264,281 Total assets 2,559,395 2,683,947 275,173 5,518,515 (1) Property rental revenue excludes $738,000 and $11.1 million of other revenue including lease termination revenue for the three and six months ended June 30, 2024. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies | |
Commitments and Contingencies | 17. Insurance We maintain general liability insurance with limits of $150.0 million per occurrence and in the aggregate, and property and rental value insurance coverage with limits of $1.0 billion per occurrence, with sub-limits for certain perils such as floods and earthquakes on each of our properties. We also maintain coverage, through our wholly owned captive insurance subsidiary, for a portion of the first loss on the above limits and for both conventional terrorist acts and for nuclear, biological, chemical or radiological terrorism events with limits of $2.0 billion per occurrence. These policies are partially reinsured by third-party insurance providers. We will continue to monitor the state of the insurance market, and the scope and costs of coverage for acts of terrorism. We cannot anticipate what coverage will be available on commercially reasonable terms in the future. We are responsible for deductibles and losses in excess of the insurance coverage, which could be material. Our debt, consisting of mortgage loans secured by our properties, a revolving credit facility and term loans, contains customary covenants requiring adequate insurance coverage. Although we believe that we currently have adequate insurance coverage, we may not be able to obtain an equivalent amount of coverage at a reasonable cost in the future. If lenders insist on greater coverage than we are able to obtain, it could adversely affect our ability to finance or refinance our properties. Construction Commitments As of June 30, 2024, we had assets under construction that, based on our current plans and estimates, require an additional $98.5 million to complete, which we anticipate will be primarily expended over the next 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 sales and recapitalizations, 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. These environmental assessments generally have included a historical review, a public records review, a visual inspection of the site and surrounding assets, visual or historical evidence of underground storage tanks and other features, and the preparation and issuance of a written report. Soil, soil vapor and/or groundwater subsurface testing is conducted at our assets, when necessary, to further investigate any issues raised by the initial assessment that could reasonably be expected to pose a material concern to the property or result in us incurring material environmental liabilities as a result of redevelopment. The tests may not, however, have included extensive sampling or subsurface investigations. In each case where the environmental assessments have identified conditions requiring remedial actions required by law, we have initiated appropriate actions. The environmental assessments have not revealed any material environmental contamination that we believe would have a material adverse effect on our overall business, financial condition or results of operations, or that have not been anticipated and remediated during site redevelopment as required by law. Nevertheless, there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites or changes in cleanup requirements would not result in significant cost to us. Environmental liabilities totaled $17.5 million and $17.6 million as of June 30, 2024 and December 31, 2023, and are included in "Other liabilities, net" in our balance sheets. Other As of June 30, 2024, we had committed tenant-related obligations totaling $44.4 million ($44.3 million related to our consolidated entities and $144,000 related to our unconsolidated real estate ventures at our share). The timing and amounts of payments for tenant-related obligations are uncertain and may only be due upon satisfactory performance of certain conditions. 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 (i) guarantee portions of the principal, interest and other amounts in connection with borrowings, (ii) provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) in connection with borrowings, or (iii) provide guarantees to lenders and other third parties for the completion of development projects. We customarily have agreements with our outside venture partners whereby the partners agree to reimburse the real estate venture or us for their share of any payments made under certain of these guarantees. At times, we also have agreements with certain of our outside venture partners whereby we agree to either indemnify the partners and/or the associated ventures with respect to certain contingent liabilities associated with operating assets or to reimburse our partner for its share of any payments made by them under certain guarantees. Guarantees (excluding environmental) customarily terminate either upon the satisfaction of specified circumstances or repayment of the underlying debt. Amounts that we may be required to pay in future periods in relation to guarantees associated with budget overruns or operating losses are not estimable. As of June 30, 2024, we had additional capital commitments and certain recorded guarantees to our unconsolidated real estate ventures and other investments totaling $58.0 million. As of June 30, 2024, we had no debt principal payment guarantees related to our unconsolidated real estate ventures. Additionally, with respect to borrowings of our consolidated entities, we have agreed, and may in the future agree, to (i) guarantee portions of the principal, interest and other amounts, (ii) provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) or (iii) provide guarantees to lenders, tenants and other third parties for the completion of development projects. 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. |
Transactions with Related Parti
Transactions with Related Parties | 6 Months Ended |
Jun. 30, 2024 | |
Transactions with Related Parties | |
Transactions with Related Parties | 18. Our third-party asset management and real estate services business provides fee-based real estate services to the JBG Legacy Funds and other third parties. In connection with the contribution to us of certain assets formerly owned by the JBG Legacy Funds as part of the Formation Transaction, the general partner and managing member interests in the JBG Legacy Funds that were held by certain former JBG executives (and who became members of our management team and/or Board of Trustees) were not transferred to us and remain under the control of these individuals. In addition, certain members of our senior management team and Board of Trustees have ownership interests in the JBG Legacy Funds, and own carried interests in each fund and in certain of our real estate ventures that entitle them to receive cash payments if the fund or real estate venture achieves certain return thresholds. We launched the Washington Housing Initiative ("WHI") with 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. The WHI Impact Pool completed fundraising in 2020 with capital commitments totaling $114.4 million, which included a commitment from us of $11.2 million. As of June 30, 2024, our remaining unfunded commitment was $2.9 million. During the second quarter of 2024, we combined our existing impact investing activities, including WHI, with the newly formed LEO Impact Capital ("LEO"), our workforce housing investment management platform. LEO aims to acquire, operate and preserve middle income housing in rapidly growing neighborhoods vulnerable to rising housing costs. The third-party real estate services revenue, including expense reimbursements, from the JBG Legacy Funds and the WHI Impact Pool and its affiliates was $3.2 million and $7.2 million for the three and six months ended June 30, 2024, and $5.9 million and $10.8 million for the three and six months ended June 30, 2023. As of June 30, 2024 and December 31, 2023, we had receivables from the JBG Legacy Funds and the WHI Impact Pool and its affiliates totaling $2.3 million and $3.5 million for such services. Commencing in March 2023, in connection with the sale of an 80.0% interest in 4747 Bethesda Avenue in 2023, we leased our corporate offices from an unconsolidated real estate venture and incurred $1.3 million and $2.8 million of rent expense for the three and six months ended June 30, 2024, and $1.6 million and $1.8 million of rent expense for the three and six months ended June 30, 2023,which was included in "General and administrative expense" in our statements of operations. We have agreements with Building Maintenance Services ("BMS"), an entity in which we have a minor preferred interest, to supervise cleaning, engineering and security services at our properties. We paid BMS $2.2 million and $4.7 million for the three and six months ended June 30, 2024, and $2.3 million and $4.6 million for the three and six months ended June 30, 2023, which was included in "Property operating expenses" in our statements of operations. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (24,373) | $ (10,545) | $ (56,649) | $ 10,626 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | 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, 2024 and 2023 are not necessarily indicative of the results that may be expected for a full year. These condensed consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission ("SEC") on February 20, 2024 ("Annual Report"). The accompanying condensed consolidated financial statements include our accounts and those of our wholly owned subsidiaries and consolidated variable interest entities ("VIEs"), including JBG SMITH LP. See Note 5 for additional information. The portions of the equity and net income (loss) of consolidated entities that are not attributable to us are presented separately as amounts attributable to noncontrolling interests in our condensed consolidated financial statements. References to our financial statements refer to our unaudited condensed consolidated financial statements as of June 30, 2024 and December 31, 2023, and for the three and six months ended June 30, 2024 and 2023. References to our balance sheets refer to our condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023. References to our statements of operations refer to our condensed consolidated statements of operations for the three and six months ended June 30, 2024 and 2023. References to our statements of comprehensive income (loss) refer to our condensed consolidated statements of comprehensive income (loss) for the three and six months ended June 30, 2024 and 2023. |
Income Taxes | 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 currently adhere and intend to continue to adhere to these requirements and to maintain our REIT status in future periods. We also participate in the activities conducted by our subsidiary entities that have elected to be treated as taxable REIT subsidiaries under the Code. As such, we are subject to federal, state and local taxes on the income from those activities. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Standards Not Yet Adopted Climate-Related Disclosures In March 2024, the SEC issued final rules on the enhancement and standardization of climate-related disclosures. The rules require disclosure of, among other things, (i) actual and potential material impacts of climate-related risks on our strategy, business model and outlook, (ii) climate-related targets and goals that have materially affected or are reasonably likely to materially affect our business, results of operations or financial condition, (iii) governance and management of climate-related risks and (iv) material Scope 1 and Scope 2 greenhouse gas emissions. Additionally, the rules require disclosures in the notes to the financial statements regarding the effects of severe weather events and other natural conditions, subject to certain materiality thresholds, and certain carbon offsets and renewable energy certificates. The rules are effective on a phased-in timeline beginning in the annual reports for the year ended December 31, 2025. In April 2024, the SEC announced a stay of these climate disclosure rules pending judicial review. We are currently evaluating the potential impact of adopting these new rules on our disclosures. Income Taxes In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("Topic 740"). Topic 740 modifies the rules on income tax disclosures to require entities to disclose (i) specific categories in the rate reconciliation, (ii) the income (loss) from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (iii) income tax expense or benefit from continuing operations (separated by federal, state and foreign). Topic 740 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. This guidance should be applied on a prospective basis, but retrospective application is permitted. We are currently evaluating the potential impact of adopting this new guidance on our financial statement disclosures. Segment Reporting In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segments Disclosures" ("Topic 280"). Topic 280 enhances disclosures of significant segment expenses and other segment items regularly provided to the chief operating decision maker ("CODM"), extends certain annual disclosures to interim periods and permits more than one measure of segment profit (loss) to be reported under certain conditions. The amendments are effective in fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Retrospective adoption to all periods presented is required, and early adoption of the amendments is permitted. We are currently evaluating the potential impact of adopting this new guidance on our financial statement disclosures. |
Dispositions (Tables)
Dispositions (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Dispositions | |
Summary of disposition activity | Gain (Loss) Gross Cash on the Sale Sales Proceeds of Real Date Disposed Assets Segment Price from Sale Estate (In thousands) January 22, 2024 North End Retail Multifamily $ 14,250 $ 12,410 $ (1,200) Other (1) 1,486 $ 286 (1) Primarily related to certain previously recorded contingent liabilities which were relieved in connection with the sale of Central Place Tower by one of our unconsolidated real estate ventures. See Note 4 for additional information. |
Investments in Unconsolidated_2
Investments in Unconsolidated Real Estate Ventures (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Investments in Unconsolidated Real Estate Ventures | |
Summary of unconsolidated investments | The following is a summary of the composition of our investments in unconsolidated real estate ventures: Effective Ownership Real Estate Venture Interest (1) June 30, 2024 December 31, 2023 (In thousands) Prudential Global Investment Management ("PGIM") (2) 50.0% $ 724 $ 163,375 J.P. Morgan Global Alternatives ("J.P. Morgan") (3) 50.0% 73,892 72,742 4747 Bethesda Venture 20.0% 11,672 13,118 Brandywine Realty Trust 30.0% 13,701 13,681 CBREI Venture (4) 10.0% 174 180 Landmark Partners (5) 18.0% 575 605 Other 305 580 Total investments in unconsolidated real estate ventures (6) (7) $ 101,043 $ 264,281 (1) Reflects our effective ownership interests as of June 30, 2024. We have multiple investments with certain venture partners in the underlying real estate. (2) In February 2024, the venture sold its interest in Central Place Tower for a gross sales price of $325.0 million. (3) J.P. Morgan is the advisor for an institutional investor. (4) Excludes The Foundry for which we had a zero -investment balance and discontinued applying the equity method of accounting after September 30, 2023. In April 2024, the lender foreclosed on the loan secured by The Foundry and took possession of the property. (5) Excludes the L'Enfant Plaza Assets for which we have a zero -investment balance and discontinued applying the equity method of accounting after September 30, 2022. (6) Excludes (i) 10.0 % subordinated interest in one commercial building, (ii) the Fortress Assets, (iii) the L'Enfant Plaza Assets and (iv) The Foundry. See Note 1 for more information. Also, excludes our interest in an investment in the real estate venture that owns 1101 17th Street for which we have discontinued applying the equity method of accounting since June 30, 2018 because we received distributions in excess of our contributions and share of earnings, which reduced our investment to zero ; further, we are not obligated to provide for losses, have not guaranteed its obligations or otherwise committed to provide financial support. (7) As of June 30, 2024 and December 31, 2023, our total investments in unconsolidated real estate ventures were greater than our share of the net book value of the underlying assets by $9.6 million and $8.7 million, resulting principally from our zero -investment balance in certain real estate ventures and capitalized interest . Weighted Average Effective Interest Rate (1) June 30, 2024 December 31, 2023 (In thousands) Variable rate (2) 5.73% $ 175,000 $ 175,000 Fixed rate (3) 4.13% 60,000 60,000 Mortgage loans (4) 235,000 235,000 Unamortized deferred financing costs and premium / discount, net (7,163) (8,531) Mortgage loans, net (4) (5) $ 227,837 $ 226,469 (1) Weighted average effective interest rate as of June 30, 2024. (2) Includes variable rate mortgages with interest rate cap agreements. (3) Includes variable rate mortgages with interest rates fixed by interest rate swap agreements. (4) Excludes mortgage loans related to the Fortress Assets, the L'Enfant Plaza Assets and The Foundry. In April 2024, the lender foreclosed on the loan secured by The Foundry and took possession of the property. (5) See Note 17 for additional information on guarantees of the debt of certain of our unconsolidated real estate ventures. June 30, 2024 December 31, 2023 (In thousands) Combined balance sheet information: (1) Real estate, net $ 449,501 $ 729,791 Other assets, net 66,540 137,771 Total assets $ 516,041 $ 867,562 Mortgage loans, net $ 227,837 $ 226,469 Other liabilities, net 27,633 47,251 Total liabilities 255,470 273,720 Total equity 260,571 593,842 Total liabilities and equity $ 516,041 $ 867,562 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (In thousands) Combined income statement information: (1) Total revenue $ 7,912 $ 24,952 $ 21,194 $ 44,985 Operating income (2) 1,414 5,088 5,938 7,579 Net loss (2) (2,511) (2,214) (1,867) (3,934) (1) Excludes amounts related to the Fortress Assets and the L'Enfant Plaza Assets. Excludes combined balance sheet information for both periods presented and combined income statement information for the three and six months ended June 30, 2024 related to The Foundry as we discontinued applying the equity method of accounting after September 30, 2023. (2) Includes the gain on the sale of Central Place Tower of $894,000 for the six months ended June 30, 2024. |
Summary of unconsolidated investments disposition activity | Proportionate Real Estate Gross Share of Venture Ownership Sales Aggregate Date Disposed Partner Assets Percentage Price Gain (1) (In thousands) February 13, 2024 PGIM Central Place Tower 50.0% $ 325,000 $ 480 (1) Additionally, we recognized $1.4 million related to certain previously recorded contingent liabilities, which were relieved in connection with the sale and included in "Gain on the sale of real estate, net" in our statement of operations. |
Other Assets, Net (Tables)
Other Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Other Assets, Net | |
Summary of other assets, net | June 30, 2024 December 31, 2023 (In thousands) Prepaid expenses $ 10,188 $ 13,215 Derivative financial instruments, at fair value 42,116 42,341 Deferred financing costs, net 8,740 10,199 Operating lease right-of-use assets 45,238 60,329 Investments in funds (1) 24,119 21,785 Other investments (2) 3,487 3,487 Other 12,546 12,125 Total other assets, net $ 146,434 $ 163,481 (1) Consists of investments in real estate-focused technology companies, which are recorded at their fair value based on their reported net asset value. During the three and six months ended June 30, 2024, unrealized gains related to these investments were $797,000 and $1.3 million . During the three and six months ended June 30, 2023, unrealized gains (losses) related to these investments were ($338,000) and $1.7 million. During the three and six months ended June 30, 2024, realized losses related to these investments were $183,000 and $622,000 . During the three and six months ended June 30, 2023, realized losses related to these investments were $189,000 and $318,000 . Unrealized gains (losses) and realized losses were included in "Interest and other income, net" in our statements of operations. (2) Primarily consists of equity investments that are carried at cost. |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Mortgages Payable | |
Debt Instrument [Line Items] | |
Summary of debt | Weighted Average Effective Interest Rate (1) June 30, 2024 December 31, 2023 (In thousands) Variable rate (2) 6.23% $ 701,283 $ 608,582 Fixed rate (3) 4.78% 1,188,709 1,189,643 Mortgage loans 1,889,992 1,798,225 Unamortized deferred financing costs and premium / discount, net (13,533) (15,211) Mortgage loans, net $ 1,876,459 $ 1,783,014 (1) Weighted average effective interest rate as of June 30, 2024. (2) Includes variable rate mortgage loans with interest rate cap agreements. For mortgage loans with interest rate caps, the weighted average interest rate cap strike was 3.52% , and the weighted average maturity date of the interest rate caps was June 2025. In July 2024, a new interest rate cap was executed that extended the weighted average maturity date of the interest rate caps to October 2025. The interest rate cap strike is exclusive of the credit spreads associated with the mortgage loans. As of June 30, 2024, one-month term Secured Overnight Financing Rate ("SOFR") was 5.34% . (3) Includes variable rate mortgages with interest rates fixed by interest rate swap agreements. |
Line of credit | |
Debt Instrument [Line Items] | |
Summary of debt | Effective Interest Rate (1) June 30, 2024 December 31, 2023 (In thousands) Revolving credit facility (2) (3) 6.78% $ 40,000 $ 62,000 Tranche A-1 Term Loan (4) 2.70% $ 200,000 $ 200,000 Tranche A-2 Term Loan (5) 3.58% 400,000 400,000 2023 Term Loan (6) 5.31% 120,000 120,000 Term loans 720,000 720,000 Unamortized deferred financing costs, net (2,390) (2,828) Term loans, net $ 717,610 $ 717,172 (1) Effective interest rate as of June 30, 2024. The interest rate for our revolving credit facility excludes a 0.15% facility fee. (2) As of June 30, 2024, daily SOFR was 5.33% . As of June 30, 2024 and December 31, 2023, letters of credit with an aggregate face amount of $15.7 million and $467,000 were outstanding under our revolving credit facility. (3) As of June 30, 2024 and December 31, 2023, excludes $8.7 million and $10.2 million of net deferred financing costs related to our revolving credit facility that were included in "Other assets, net" in our balance sheets. (4) As of June 30, 2024 and December 31, 2023, the interest rate swaps fix SOFR at a weighted average interest rate of 1.46% . Interest rate swaps with a total notional value of $200.0 million matured in July 2024. We have two forward-starting interest rate swaps that became effective in July 2024 with a total notional value of $200.0 million, which effectively fix SOFR at a weighted average interest rate of 4.00 % through January 2027. (5) As of June 30, 2024 and December 31, 2023, the interest rate swaps fix SOFR at a weighted average interest rate of 2.29% . Interest rate swaps with a total notional value of $200.0 million matured in July 2024 and with a total notional value of $200.0 million will mature in January 2028. We have two forward-starting interest rate swaps that became effective in July 2024 with a total notional value of $200.0 million, which effectively fix SOFR at a weighted average interest rate of 2.81 % through the maturity date. (6) As of June 30, 2024 and December 31, 2023, the outstanding balance was fixed by an interest rate swap agreement, which fixes SOFR at an interest rate of 4.01% through the maturity date. |
Other Liabilities, Net (Tables)
Other Liabilities, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Other Liabilities, Net. | |
Composition of other liabilities net | June 30, 2024 December 31, 2023 (In thousands) Lease intangible liabilities, net $ 3,268 $ 3,496 Lease incentive liabilities 7,710 7,546 Liabilities related to operating lease right-of-use assets 46,172 64,501 Prepaid rent 12,864 11,881 Security deposits 12,474 12,133 Environmental liabilities 17,468 17,568 Deferred tax liability, net 2,445 3,326 Derivative financial instruments, at fair value 5,458 14,444 Other 4,123 3,974 Total other liabilities, net $ 111,982 $ 138,869 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interests (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Redeemable Noncontrolling Interests | |
Summary of redeemable noncontrolling interests | Three Months Ended June 30, 2024 2023 Consolidated JBG JBG Real Estate SMITH LP SMITH LP Venture Total (In thousands) Balance, beginning of period $ 435,529 $ 457,778 $ — $ 457,778 Redemptions (2,341) (11,726) — (11,726) LTIP Units issued in lieu of cash compensation (1) 854 757 — 757 Net loss (3,454) (1,398) — (1,398) Other comprehensive income (loss) (434) 1,781 — 1,781 Distributions (2,910) (3,927) — (3,927) Share-based compensation expense 10,913 9,606 — 9,606 Adjustment to redemption value (1,484) 3,015 — 3,015 Balance, end of period $ 436,673 $ 455,886 $ — $ 455,886 Six Months Ended June 30, 2024 2023 Consolidated JBG JBG Real Estate SMITH LP SMITH LP Venture (2) Total (In thousands) Balance, beginning of period $ 440,737 $ 480,663 $ 647 $ 481,310 Redemptions (10,216) (25,508) (647) (26,155) LTIP Units issued in lieu of cash compensation (1) 3,836 5,213 — 5,213 Net income (loss) (7,988) 1,965 — 1,965 Other comprehensive income (loss) 1,592 (444) — (444) Distributions (5,840) (3,927) — (3,927) Share-based compensation expense 19,863 19,149 — 19,149 Adjustment to redemption value (5,311) (21,225) — (21,225) Balance, end of period $ 436,673 $ 455,886 $ — $ 455,886 (1) See Note 11 for additional information. (2) As of December 31, 2022, we held a 99.7% ownership interest in a real estate venture that owned The Wren, a multifamily asset. In February 2023, the partner redeemed its 0.3% interest, increasing our ownership interest to 100.0% . |
Property Rental Revenue (Tables
Property Rental Revenue (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property Rental Revenue | |
Summary of property rental revenue | Three Months Ended June 30, Six Months Ended June 30, 2024 2023 X 2024 2023 (In thousands) Fixed $ 103,602 $ 108,124 $ 216,579 $ 221,195 Variable 8,934 12,468 18,593 23,430 Property rental revenue $ 112,536 $ 120,592 $ 235,172 $ 244,625 |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of share-based compensation expense | Three Months Ended June 30, Six Months Ended June 30, 2024 2023 X 2024 2023 (In thousands) Time-Based LTIP Units $ 5,885 $ 5,324 $ 11,357 $ 10,856 AO LTIP Units and Performance-Based LTIP Units 3,476 3,282 6,954 6,942 LTIP Units 1,552 1,000 1,552 1,000 Other equity awards (1) 1,168 1,262 2,212 2,798 Share-based compensation expense - other 12,081 10,868 22,075 21,596 Share-based compensation related to Formation Transaction and special equity awards (2) — — — 351 Total share-based compensation expense 12,081 10,868 22,075 21,947 Less: amount capitalized (590) (782) (1,046) (1,433) Share-based compensation expense $ 11,491 $ 10,086 $ 21,029 $ 20,514 (1) Primarily comprising compensation expense for: (i) fully vested LTIP Units issued to certain employees in lieu of all or a portion of any cash bonuses earned, (ii) RSUs and (iii) shares issued under our ESPP. (2) Included in "General and administrative expense: Share-based compensation related to Formation Transaction and special equity awards" in our statement of operations. Includes share-based compensation expense for awards issued in connection with the Formation Transaction and with our successful pursuit of Amazon's additional headquarters in National Landing all of which were fully expensed as of December 31, 2023. |
LTIP and Time-Based LTIP Units | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of the significant assumptions of awards | Expected volatility 33.0 % to 35.0% Risk-free interest rate 4.4% to 4.8% Post-grant restriction periods 2 to 6 years |
AO LTIP Units | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of the significant assumptions of awards | Expected volatility 32.0% Dividend yield 3.2% Risk-free interest rate 4.1% |
ESPP | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of the significant assumptions of awards | Expected volatility 48.0% Dividend yield 4.2% Risk-free interest rate 5.3% Expected life 3 months |
Transaction and Other Costs (Ta
Transaction and Other Costs (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Transaction and Other Costs. | |
Schedule of transaction and other costs | Three Months Ended June 30, Six Months Ended June 30, 2024 2023 X 2024 2023 (In thousands) Completed, potential and pursued transaction expenses (1) $ 34 $ 227 $ 1,541 $ 274 Severance and other costs 505 1,799 512 3,247 Demolition costs 285 1,466 285 2,443 Transaction and other costs $ 824 $ 3,492 $ 2,338 $ 5,964 (1) Primarily consists of dead deal costs. |
Interest Expense (Tables)
Interest Expense (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Interest Expense | |
Schedule of interest expense | Three Months Ended June 30, Six Months Ended June 30, 2024 2023 X 2024 2023 (In thousands) Interest expense before capitalized interest $ 31,234 $ 27,805 $ 62,074 $ 55,713 Amortization of deferred financing costs 4,179 1,351 8,082 2,630 Net loss on non-designated derivatives: Net unrealized loss 27 2,944 69 5,641 Net realized loss — 97 — 230 Capitalized interest (3,467) (6,362) (8,092) (11,537) Interest expense $ 31,973 $ 25,835 $ 62,133 $ 52,677 |
Shareholders' Equity and Earn_2
Shareholders' Equity and Earnings (Loss) Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Shareholders' Equity and Earnings (Loss) Per Common Share | |
Schedule of basic and diluted earnings per common share to net income (loss) | Three Months Ended June 30, Six Months Ended June 30, 2024 2023 X 2024 2023 (In thousands, except per share amounts) Net income (loss) $ (33,414) $ (12,254) $ (75,604) $ 12,056 Net (income) loss attributable to redeemable noncontrolling interests 3,454 1,398 7,988 (1,965) Net loss attributable to noncontrolling interests 5,587 311 10,967 535 Net income (loss) attributable to common shareholders (24,373) (10,545) (56,649) 10,626 Distributions to participating securities (503) (717) (1,157) (717) Net income (loss) available to common shareholders - basic and diluted $ (24,876) $ (11,262) $ (57,806) $ 9,909 Weighted average number of common shares outstanding - basic and diluted 91,030 109,695 91,832 111,862 Earnings (loss) per common share - basic and diluted $ (0.27) $ (0.10) $ (0.63) $ 0.09 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Measurements | |
Summary of assets and liabilities measured at fair value on a recurring basis | Fair Value Measurements Total Level 1 Level 2 Level 3 (In thousands) June 30, 2024 Derivative financial instruments designated as effective hedges: Classified as assets in "Other assets, net" $ 36,606 — $ 36,606 — Non-designated derivatives: Classified as assets in "Other assets, net" 5,510 — 5,510 — Classified as liabilities in "Other liabilities, net" 5,458 — 5,458 — December 31, 2023 Derivative financial instruments designated as effective hedges: Classified as assets in "Other assets, net" $ 35,632 — $ 35,632 — Classified as liabilities in "Other liabilities, net" 7,936 — 7,936 — Non-designated derivatives: Classified as assets in "Other assets, net" 6,709 — 6,709 — Classified as liabilities in "Other liabilities, net" 6,508 — 6,508 — |
Schedule of financial instruments and liabilities reflected in balance sheets | June 30, 2024 December 31, 2023 Carrying Carrying Amount (1) Fair Value Amount (1) Fair Value (In thousands) Financial liabilities: Mortgage loans $ 1,889,992 $ 1,848,171 $ 1,798,225 $ 1,753,251 Revolving credit facility 40,000 39,950 62,000 62,000 Term loans 720,000 715,823 720,000 715,950 (1) The carrying amount consists of principal only. |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Information | |
Schedule of components of revenue from third-party real estate services business | Three Months Ended June 30, Six Months Ended June 30, 2024 2023 X 2024 2023 (In thousands) Property management fees $ 3,976 $ 5,017 $ 8,247 $ 9,969 Asset management fees 1,242 1,255 2,166 2,358 Development fees 419 2,756 657 4,742 Leasing fees 1,190 1,256 2,325 2,612 Construction management fees 177 303 560 643 Other service revenue 1,311 1,422 2,365 2,646 Third-party real estate services revenue, excluding reimbursements 8,315 12,009 16,320 22,970 Reimbursement revenue (1) 9,082 10,853 18,945 22,676 Third-party real estate services revenue, including reimbursements 17,397 22,862 35,265 45,646 Third-party real estate services expenses 18,650 22,105 40,977 45,928 Third-party real estate services revenue less expenses $ (1,253) $ 757 $ (5,712) $ (282) (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. |
Segment information | Three Months Ended June 30, Six Months Ended June 30, 2024 2023 X 2024 2023 (In thousands) Net income (loss) attributable to common shareholders $ (24,373) $ (10,545) $ (56,649) $ 10,626 Net income (loss) attributable to redeemable noncontrolling interests (3,454) (1,398) (7,988) 1,965 Net loss attributable to noncontrolling interests (5,587) (311) (10,967) (535) Net income (loss) (33,414) (12,254) (75,604) 12,056 Add: Depreciation and amortization expense 51,306 49,218 108,161 102,649 General and administrative expense: Corporate and other 17,001 15,093 31,974 31,216 Third-party real estate services 18,650 22,105 40,977 45,928 Share-based compensation related to Formation Transaction and special equity awards — — — 351 Transaction and other costs 824 3,492 2,338 5,964 Interest expense 31,973 25,835 62,133 52,677 Loss on the extinguishment of debt — 450 — 450 Impairment loss 1,025 — 18,236 — Income tax expense (benefit) 597 611 (871) 595 Less: Third-party real estate services, including reimbursements revenue 17,397 22,862 35,265 45,646 Other revenue 2,126 3,846 13,389 5,572 Income (loss) from unconsolidated real estate ventures, net (226) 510 749 943 Interest and other income, net 3,432 2,281 5,532 6,358 Gain on the sale of real estate, net 89 — 286 40,700 Consolidated NOI $ 65,144 $ 75,051 $ 132,123 $ 152,667 Three Months Ended June 30, 2024 Multifamily Commercial Other Total (In thousands) Property rental revenue (1) $ 53,224 $ 55,656 $ 2,918 $ 111,798 Parking revenue 198 3,832 (31) 3,999 Total property revenue 53,422 59,488 2,887 115,797 Property expense: Property operating 18,913 17,553 (212) 36,254 Real estate taxes 6,319 7,376 704 14,399 Total property expense 25,232 24,929 492 50,653 Consolidated NOI $ 28,190 $ 34,559 $ 2,395 $ 65,144 Three Months Ended June 30, 2023 Multifamily Commercial Other Total (In thousands) Property rental revenue $ 52,443 $ 64,321 $ 3,828 $ 120,592 Parking revenue 295 4,426 74 4,795 Total property revenue 52,738 68,747 3,902 125,387 Property expense: Property operating 18,394 18,252 (734) 35,912 Real estate taxes 5,648 8,195 581 14,424 Total property expense 24,042 26,447 (153) 50,336 Consolidated NOI $ 28,696 $ 42,300 $ 4,055 $ 75,051 Six Months Ended June 30, 2024 Multifamily Commercial Other Total (In thousands) Property rental revenue (1) $ 104,670 $ 113,235 $ 6,197 $ 224,102 Parking revenue 379 7,432 (63) 7,748 Total property revenue 105,049 120,667 6,134 231,850 Property expense: Property operating 36,319 34,630 584 71,533 Real estate taxes 12,276 14,777 1,141 28,194 Total property expense 48,595 49,407 1,725 99,727 Consolidated NOI $ 56,454 $ 71,260 $ 4,409 $ 132,123 Six Months Ended June 30, 2023 Multifamily Commercial Other Total (In thousands) Property rental revenue $ 102,353 $ 136,238 $ 6,034 $ 244,625 Parking revenue 519 8,564 131 9,214 Total property revenue 102,872 144,802 6,165 253,839 Property expense: Property operating 35,849 37,623 (1,948) 71,524 Real estate taxes 11,256 17,196 1,196 29,648 Total property expense 47,105 54,819 (752) 101,172 Consolidated NOI $ 55,767 $ 89,983 $ 6,917 $ 152,667 Multifamily Commercial Other Total (In thousands) June 30, 2024 Real estate, at cost $ 3,219,444 $ 2,308,345 $ 417,549 $ 5,945,338 Investments in unconsolidated real estate ventures — 12,002 89,041 101,043 Total assets 2,454,895 2,482,083 388,138 5,325,116 December 31, 2023 Real estate, at cost $ 3,154,116 $ 2,357,713 $ 363,333 $ 5,875,162 Investments in unconsolidated real estate ventures — 176,786 87,495 264,281 Total assets 2,559,395 2,683,947 275,173 5,518,515 (1) Property rental revenue excludes $738,000 and $11.1 million of other revenue including lease termination revenue for the three and six months ended June 30, 2024. |
Organization and Basis of Pre_2
Organization and Basis of Presentation - Narrative (Details) ft² in Millions, $ in Billions | 6 Months Ended | |
Jun. 30, 2024 USD ($) ft² item building property | Dec. 31, 2023 building | |
Real estate properties | ||
Number of Real Estate Properties | 40 | |
Number of key demand drivers | item | 4 | |
National Landing Submarket in Northern Virginia | ||
Real estate properties | ||
Percentage of operating portfolio by the entity | 75% | |
Future Development | ||
Real estate properties | ||
Number of Real Estate Properties | 18 | |
Area of real estate property | ft² | 11.4 | |
Multifamily | ||
Real estate properties | ||
Number of Real Estate Properties | 15 | |
Number of Units in Real Estate Property | item | 6,318 | |
Multifamily | Asset under Construction | ||
Real estate properties | ||
Number of Real Estate Properties | 2 | |
Number of Units in Real Estate Property | item | 1,583 | |
Commercial Real Estate | ||
Real estate properties | ||
Number of Real Estate Properties | 23 | |
Area of real estate property | ft² | 7.2 | |
One Commercial Building | ||
Real estate properties | ||
Number of Real Estate Properties | building | 1 | 1 |
Subordinated interest | 10% | 10% |
Four Commercial Buildings | ||
Real estate properties | ||
Number of Real Estate Properties | building | 4 | |
Subordinated interest | 33.50% | |
Three Commercial Buildings | ||
Real estate properties | ||
Number of Real Estate Properties | building | 3 | |
Wholly Owned Properties | ||
Real estate properties | ||
Number of properties for ground lease | 2 | |
Wholly Owned Properties | Future Development | ||
Real estate properties | ||
Area of real estate property | ft² | 9.3 | |
Wholly Owned Properties | Multifamily | ||
Real estate properties | ||
Number of Units in Real Estate Property | item | 6,318 | |
Wholly Owned Properties | Multifamily | Asset under Construction | ||
Real estate properties | ||
Number of Units in Real Estate Property | item | 1,583 | |
Wholly Owned Properties | Commercial Real Estate | ||
Real estate properties | ||
Area of real estate property | ft² | 6.9 | |
Virginia Tech | ||
Real estate properties | ||
Under-construction property value developed by Virginia Tech | $ | $ 1 | |
JBG Smith, LP | ||
Real estate properties | ||
Ownership interest by parent | 86.40% | |
Three Commercial Buildings | Three Commercial Buildings | ||
Real estate properties | ||
Ownership interest by parent | 49% |
Dispositions - Summary of dispo
Dispositions - Summary of disposition activity (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jul. 29, 2024 | |
Summary of dispositions activity | ||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration] | Gains (Losses) on Sales of Investment Real Estate | |
Disposed of by Sale | ||
Summary of dispositions activity | ||
Gain (Loss) on the Sale of Real Estate | $ 286 | |
North End Retail | Disposed of by Sale | ||
Summary of dispositions activity | ||
Gross sales price | 14,250 | |
Cash proceeds from sale | 12,410 | |
Gain (Loss) on the Sale of Real Estate | (1,200) | |
Other | Disposed of by Sale | ||
Summary of dispositions activity | ||
Gain (Loss) on the Sale of Real Estate | $ 1,486 | |
Washington D. C. Multifamily Asset | Assets Held For Sale | Subsequent Event | ||
Summary of dispositions activity | ||
Gross sales price | $ 86,800 |
Investments in Unconsolidated_3
Investments in Unconsolidated Real Estate Ventures - Summary of Composition of Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule of Equity Method Investments | ||
Total investments in unconsolidated real estate ventures | $ 101,043 | $ 264,281 |
Prudential Global Investment Management (PGIM) | ||
Schedule of Equity Method Investments | ||
Ownership interest (as percent) | 50% | |
Total investments in unconsolidated real estate ventures | $ 724 | 163,375 |
J.P. Morgan Global Alternatives ("J.P. Morgan") | ||
Schedule of Equity Method Investments | ||
Ownership interest (as percent) | 50% | |
Total investments in unconsolidated real estate ventures | $ 73,892 | 72,742 |
4747 Bethesda Avenue | ||
Schedule of Equity Method Investments | ||
Ownership interest (as percent) | 20% | |
Total investments in unconsolidated real estate ventures | $ 11,672 | 13,118 |
Brandywine Realty Trust | ||
Schedule of Equity Method Investments | ||
Ownership interest (as percent) | 30% | |
Total investments in unconsolidated real estate ventures | $ 13,701 | 13,681 |
CBREI Venture | ||
Schedule of Equity Method Investments | ||
Ownership interest (as percent) | 10% | |
Total investments in unconsolidated real estate ventures | $ 174 | 180 |
Landmark | ||
Schedule of Equity Method Investments | ||
Ownership interest (as percent) | 18% | |
Total investments in unconsolidated real estate ventures | $ 575 | 605 |
Other Investment | ||
Schedule of Equity Method Investments | ||
Total investments in unconsolidated real estate ventures | $ 305 | $ 580 |
Investments in Unconsolidated_4
Investments in Unconsolidated Real Estate Ventures - Narratives (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 USD ($) building property | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) building property | Jun. 30, 2023 USD ($) | Feb. 13, 2024 USD ($) | Dec. 31, 2023 USD ($) building | |
Schedule of Equity Method Investments | ||||||
Number of Real Estate Properties | property | 40 | 40 | ||||
Total investments in unconsolidated real estate ventures | $ 101,043 | $ 101,043 | $ 264,281 | |||
Difference between the investments in unconsolidated real estate ventures and the net book value of the underlying assets | $ 9,600 | $ 9,600 | $ 8,700 | |||
One Commercial Building | ||||||
Schedule of Equity Method Investments | ||||||
Number of Real Estate Properties | building | 1 | 1 | 1 | |||
Subordinated interest | 10% | 10% | 10% | |||
Prudential Global Investment Management (PGIM) | ||||||
Schedule of Equity Method Investments | ||||||
Total investments in unconsolidated real estate ventures | $ 724 | $ 724 | $ 163,375 | |||
Prudential Global Investment Management (PGIM) | Central Place Tower | Disposed of by Sale | ||||||
Schedule of Equity Method Investments | ||||||
Gross sales price | 325,000 | 325,000 | $ 325,000 | |||
Investments in Unconsolidated Real Estate Ventures | ||||||
Schedule of Equity Method Investments | ||||||
Property management fee revenue | 4,100 | $ 5,600 | 8,700 | $ 10,800 | ||
Canadian Pension Plan Investment Board (CPPIB) | 1101 17th Street | ||||||
Schedule of Equity Method Investments | ||||||
Total investments in unconsolidated real estate ventures | 0 | 0 | 0 | |||
CBREI Venture | ||||||
Schedule of Equity Method Investments | ||||||
Total investments in unconsolidated real estate ventures | 174 | 174 | 180 | |||
CBREI Venture | Foundry | ||||||
Schedule of Equity Method Investments | ||||||
Total investments in unconsolidated real estate ventures | 0 | 0 | 0 | |||
Landmark | ||||||
Schedule of Equity Method Investments | ||||||
Total investments in unconsolidated real estate ventures | 575 | 575 | 605 | |||
Landmark | L'Enfant Plaza Assets | ||||||
Schedule of Equity Method Investments | ||||||
Total investments in unconsolidated real estate ventures | 0 | 0 | 0 | |||
Certain Ventures | ||||||
Schedule of Equity Method Investments | ||||||
Total investments in unconsolidated real estate ventures | $ 0 | $ 0 | $ 0 |
Investments in Unconsolidated_5
Investments in Unconsolidated Real Estate Ventures - Summary of disposition activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Feb. 13, 2024 | |
Schedule of Equity Method Investments [Line Items] | |||||
Income from unconsolidated real estate ventures, net | $ (226) | $ 510 | $ 749 | $ 943 | |
Prudential Global Investment Management (PGIM) | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership percentage | 50% | 50% | |||
Central Place Tower | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Prudential Global Investment Management (PGIM) | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership percentage | 50% | 50% | |||
Gross sales price | $ 325,000 | $ 325,000 | $ 325,000 | ||
Income from unconsolidated real estate ventures, net | 480 | ||||
Contingent liabilities relieved | $ 1,400 |
Investments in Unconsolidated_6
Investments in Unconsolidated Real Estate Ventures - Summary of Debt (Details) - Mortgages [Member] - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule of Equity Method Investments | ||
Variable interest rate | 6.23% | |
Variable rate amount | $ 701,283 | $ 608,582 |
Fixed interest rate | 4.78% | |
Fixed rate amount | $ 1,188,709 | 1,189,643 |
Debt, gross | 1,889,992 | 1,798,225 |
Unamortized deferred financing costs and premium / discount, net | (13,533) | (15,211) |
Long-term debt, net | $ 1,876,459 | 1,783,014 |
Investments in Unconsolidated Real Estate Ventures | ||
Schedule of Equity Method Investments | ||
Variable interest rate | 5.73% | |
Variable rate amount | $ 175,000 | 175,000 |
Fixed interest rate | 4.13% | |
Fixed rate amount | $ 60,000 | 60,000 |
Debt, gross | 235,000 | 235,000 |
Unamortized deferred financing costs and premium / discount, net | (7,163) | (8,531) |
Long-term debt, net | $ 227,837 | $ 226,469 |
Investments in Unconsolidated_7
Investments in Unconsolidated Real Estate Ventures - Financial Information - Table (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Schedule of Equity Method Investments | |||||
Gain (loss) on sale of real estate | $ 89 | $ 286 | $ 40,700 | ||
Combined balance sheet information: | |||||
Real estate, net | 4,526,415 | 4,526,415 | $ 4,536,759 | ||
Other assets, net | 146,434 | 146,434 | 163,481 | ||
TOTAL ASSETS | 5,325,116 | 5,325,116 | 5,518,515 | ||
Mortgage loans, net | 1,876,459 | 1,876,459 | 1,783,014 | ||
Other liabilities, net | 111,982 | 111,982 | 138,869 | ||
Total liabilities | 2,853,861 | 2,853,861 | 2,825,929 | ||
Total equity | 2,019,646 | 2,019,646 | 2,222,876 | ||
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY | 5,325,116 | 5,325,116 | 5,518,515 | ||
Combined income statement information: | |||||
Total revenue | 135,320 | $ 152,095 | 280,504 | 305,057 | |
Net income (loss) | (33,414) | (12,254) | (75,604) | 12,056 | |
Investments in Unconsolidated Real Estate Ventures | |||||
Combined balance sheet information: | |||||
Real estate, net | 449,501 | 449,501 | 729,791 | ||
Other assets, net | 66,540 | 66,540 | 137,771 | ||
TOTAL ASSETS | 516,041 | 516,041 | 867,562 | ||
Mortgage loans, net | 227,837 | 227,837 | 226,469 | ||
Other liabilities, net | 27,633 | 27,633 | 47,251 | ||
Total liabilities | 255,470 | 255,470 | 273,720 | ||
Total equity | 260,571 | 260,571 | 593,842 | ||
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY | 516,041 | 516,041 | $ 867,562 | ||
Combined income statement information: | |||||
Total revenue | 7,912 | 24,952 | 21,194 | 44,985 | |
Operating income (loss) | 1,414 | 5,088 | 5,938 | 7,579 | |
Net income (loss) | $ (2,511) | $ (2,214) | (1,867) | $ (3,934) | |
Prudential Global Investment Management (PGIM) | Central Place Tower | Disposed of by Sale | |||||
Schedule of Equity Method Investments | |||||
Gain (loss) on sale of real estate | $ 894,000 |
Variable Interest Entities (Det
Variable Interest Entities (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 USD ($) item | Jun. 30, 2024 USD ($) item | Jun. 30, 2024 USD ($) item | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) item | Mar. 31, 2021 item | |
Variable Interest Entities | ||||||
Payments for redemption of interest | $ 26,600 | $ 26,569 | $ 647 | |||
Purchase of interests | 4,700 | $ 26,586 | 26,586 | |||
Assets | 5,325,116 | 5,325,116 | 5,325,116 | $ 5,518,515 | ||
Liabilities | $ 2,853,861 | $ 2,853,861 | $ 2,853,861 | 2,825,929 | ||
1900 Crystal Drive. | ||||||
Variable Interest Entities | ||||||
Number of Towers in Real Estate Property | item | 2 | |||||
JBG Smith, LP | ||||||
Variable Interest Entities | ||||||
Ownership interest by parent | 86.40% | 86.40% | 86.40% | |||
Unconsolidated VIEs | ||||||
Variable Interest Entities | ||||||
Equity Method Investments | $ 88,400 | $ 88,400 | $ 88,400 | $ 87,300 | ||
Consolidated VIEs | ||||||
Variable Interest Entities | ||||||
Number of consolidated variable interest entities | item | 1 | 1 | 1 | 2 | ||
Assets | $ 256,100 | $ 256,100 | $ 256,100 | $ 503,200 | ||
Liabilities | $ 157,900 | $ 157,900 | $ 157,900 | $ 293,300 |
Other Assets, Net - Summary (De
Other Assets, Net - Summary (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Other Assets, Net | |||||
Prepaid expenses | $ 10,188,000 | $ 10,188,000 | $ 13,215,000 | ||
Derivative financial instruments, at fair value | 42,116,000 | 42,116,000 | 42,341,000 | ||
Deferred financing costs, net | 8,740,000 | 8,740,000 | 10,199,000 | ||
Operating lease right-of-use assets | 45,238,000 | 45,238,000 | 60,329,000 | ||
Investments in funds | 24,119,000 | 24,119,000 | 21,785,000 | ||
Other investments | 3,487,000 | 3,487,000 | 3,487,000 | ||
Other | 12,546,000 | 12,546,000 | 12,125,000 | ||
Total other assets, net | 146,434,000 | 146,434,000 | $ 163,481,000 | ||
Interest and Other Income (loss), Net | |||||
Other Assets, Net | |||||
Investment funds unrealized gains (losses) | 797,000 | $ (338,000) | 1,300,000 | $ 1,700,000 | |
Investment funds realized losses | $ 183,000 | $ 189,000 | $ 622,000 | $ 318,000 |
Debt - Schedule of Mortgages Pa
Debt - Schedule of Mortgages Payable (Details) - Mortgages [Member] - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt | ||
Variable interest rate | 6.23% | |
Variable rate amount | $ 701,283 | $ 608,582 |
Fixed interest rate | 4.78% | |
Fixed rate amount | $ 1,188,709 | 1,189,643 |
Debt, gross | 1,889,992 | 1,798,225 |
Unamortized deferred financing costs and premium/ discount, net | (13,533) | (15,211) |
Long-term debt, net | $ 1,876,459 | $ 1,783,014 |
Weighted average interest rate cap strike | 3.52% | |
SOFR at end of period | 5.34% |
Debt - Narrative (Details)
Debt - Narrative (Details) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 USD ($) item | Dec. 31, 2023 USD ($) | |
Mortgages Payable | ||
Debt | ||
Net carrying value of real estate collateralizing the mortgages loans | $ 2,200 | $ 2,200 |
Mortgages Payable | Interest Rate Contract | ||
Debt | ||
Derivative notional amount | 1,600 | 1,700 |
Line of credit | ||
Debt | ||
Credit facility, maximum borrowing capacity | 1,500 | 1,500 |
Line of credit | Revolving Credit Facility [Member] | ||
Debt | ||
Credit facility, maximum borrowing capacity | $ 750 | 750 |
Number of extension options | item | 2 | |
Extension period | 6 months | |
Line of credit | Tranche A-1 Term Loan | ||
Debt | ||
Credit facility, maximum borrowing capacity | $ 200 | 200 |
Number of extension options | item | 2 | |
Extension period | 1 year | |
Line of credit | Tranche A-2 Term Loan | ||
Debt | ||
Credit facility, maximum borrowing capacity | $ 400 | 400 |
Line of credit | 2023 Term Loan | ||
Debt | ||
Credit facility, maximum borrowing capacity | $ 120 | $ 120 |
Debt - Summary of Amounts Outst
Debt - Summary of Amounts Outstanding under the Credit Facility (Details) | 6 Months Ended | |
Jun. 30, 2024 USD ($) DerivativeInstrument | Dec. 31, 2023 USD ($) DerivativeInstrument | |
Debt | ||
Deferred financing costs on credit facility | $ 8,740,000 | $ 10,199,000 |
Line of credit | Revolving credit facility | ||
Debt | ||
Effective interest rate | 6.78% | |
Long-term debt, net | $ 40,000,000 | 62,000,000 |
Facility fee | 0.15% | |
Aggregate face amount outstanding | $ 15,700,000 | 467,000 |
Line of credit | Revolving credit facility | Daily SOTR | ||
Debt | ||
SOFR at end of period | 5.33% | |
Line of credit | Revolving credit facility | Other Assets Net | ||
Debt | ||
Deferred financing costs on credit facility | $ 8,700,000 | 10,200,000 |
Line of credit | Term Loans | ||
Debt | ||
Debt, gross | 720,000,000 | 720,000,000 |
Unamortized deferred financing costs and premium / discount, net | (2,390,000) | (2,828,000) |
Long-term debt, net | $ 717,610,000 | 717,172,000 |
Line of credit | Tranche A-1 Term Loan | ||
Debt | ||
Effective interest rate | 2.70% | |
Debt, gross | $ 200,000,000 | 200,000,000 |
Line of credit | Tranche A-1 Term Loan | Forward Interest Rate Swap Effective July 2024 | ||
Debt | ||
Derivative notional amount | $ 200,000,000 | $ 200,000,000 |
Number of interest rate swaps | DerivativeInstrument | 2 | 2 |
Line of credit | Tranche A-1 Term Loan | Forward Interest Rate Swap Effective July 2024 | Secured Overnight Financing Rate ("SOFR") | ||
Debt | ||
Fixed SOFR | 4% | 4% |
Line of credit | Tranche A-1 Term Loan | Interest rate swap | Secured Overnight Financing Rate ("SOFR") | ||
Debt | ||
Fixed SOFR | 1.46% | 1.46% |
Line of credit | Tranche A-2 Term Loan | ||
Debt | ||
Effective interest rate | 3.58% | |
Debt, gross | $ 400,000,000 | $ 400,000,000 |
Line of credit | Tranche A-2 Term Loan | Forward Interest Rate Swap Effective July 2024 | ||
Debt | ||
Derivative notional amount | $ 200,000,000 | $ 200,000,000 |
Number of interest rate swaps | DerivativeInstrument | 2 | 2 |
Line of credit | Tranche A-2 Term Loan | Forward Interest Rate Swap Effective July 2024 | Secured Overnight Financing Rate ("SOFR") | ||
Debt | ||
Fixed SOFR | 2.81% | 2.81% |
Line of credit | Tranche A-2 Term Loan | Interest rate swap | Secured Overnight Financing Rate ("SOFR") | ||
Debt | ||
Fixed SOFR | 2.29% | 2.29% |
Line of credit | Tranche A-2 Term Loan | Interest Rate Swaps Maturing July 2024 | ||
Debt | ||
Derivative notional amount | $ 200,000,000 | $ 200,000,000 |
Line of credit | Tranche A-2 Term Loan | Interest Rate Swaps Maturing January 2028 | ||
Debt | ||
Derivative notional amount | $ 200,000,000 | 200,000,000 |
Line of credit | 2023 Term Loan | ||
Debt | ||
Effective interest rate | 5.31% | |
Debt, gross | $ 120,000,000 | $ 120,000,000 |
Line of credit | 2023 Term Loan | Interest rate swap | Secured Overnight Financing Rate ("SOFR") | ||
Debt | ||
Fixed SOFR | 4.01% | 4.01% |
Other Liabilities, Net (Details
Other Liabilities, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Other Liabilities, Net. | ||
Lease intangible liabilities, net | $ 3,268 | $ 3,496 |
Lease incentive liabilities | 7,710 | 7,546 |
Liabilities related to operating lease right-of-use assets | $ 46,172 | $ 64,501 |
Liabilities related to operating lease right-of-use assets | Total other liabilities, net | Total other liabilities, net |
Prepaid rent | $ 12,864 | $ 11,881 |
Security deposits | 12,474 | 12,133 |
Environmental liabilities | 17,468 | 17,568 |
Deferred tax liability, net | 2,445 | 3,326 |
Derivative financial instruments, at fair value | 5,458 | 14,444 |
Other | 4,123 | 3,974 |
Total other liabilities, net | $ 111,982 | $ 138,869 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interests - Narrative (Details) - shares | 1 Months Ended | 6 Months Ended | |||
Jul. 30, 2024 | Feb. 28, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2022 | |
OP Units | |||||
Redeemable Noncontrolling Interests | |||||
Redemption of common limited partnership units to common shares | 625,166 | 1,600,000 | |||
Subsequent Event | |||||
Redeemable Noncontrolling Interests | |||||
Redemption of common limited partnership units to common shares | 100,972 | ||||
JBG Smith, LP | |||||
Redeemable Noncontrolling Interests | |||||
Ownership interest by parent | 86.40% | ||||
JBG Smith, LP | OP Units | |||||
Redeemable Noncontrolling Interests | |||||
Units outstanding | 13,800,000 | ||||
Ownership interest by parent | 13.60% | ||||
Consolidated Real Estate Venture | |||||
Redeemable Noncontrolling Interests | |||||
Ownership interest by parent | 100% | 99.70% | |||
Interest redeemed | 0.30% |
Redeemable Noncontrolling Int_4
Redeemable Noncontrolling Interests - Summary of the Activity of Redeemable Noncontrolling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Temporary Equity | ||||
Balance, beginning of period | $ 457,778 | $ 440,737 | $ 481,310 | |
Redemptions | (11,726) | (26,155) | ||
LTIP Units issued in lieu of cash compensation | 757 | 5,213 | ||
Net income (loss) | (1,398) | 1,965 | ||
Other comprehensive income (loss) | 1,781 | (444) | ||
Distributions | (3,927) | (3,927) | ||
Share-based compensation expense | 9,606 | 19,149 | ||
Adjustment to redemption value | 3,015 | (21,225) | ||
Balance, end of period | $ 436,673 | 455,886 | 436,673 | 455,886 |
JBG Smith, LP | ||||
Temporary Equity | ||||
Balance, beginning of period | 435,529 | 457,778 | 440,737 | 480,663 |
Redemptions | (2,341) | (11,726) | (10,216) | (25,508) |
LTIP Units issued in lieu of cash compensation | 854 | 757 | 3,836 | 5,213 |
Net income (loss) | (3,454) | (1,398) | (7,988) | 1,965 |
Other comprehensive income (loss) | (434) | 1,781 | 1,592 | (444) |
Distributions | (2,910) | (3,927) | (5,840) | (3,927) |
Share-based compensation expense | 10,913 | 9,606 | 19,863 | 19,149 |
Adjustment to redemption value | (1,484) | 3,015 | (5,311) | (21,225) |
Balance, end of period | $ 436,673 | $ 455,886 | $ 436,673 | 455,886 |
Consolidated Real Estate Venture | ||||
Temporary Equity | ||||
Balance, beginning of period | 647 | |||
Redemptions | $ (647) |
Property Rental Revenue (Detail
Property Rental Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Property Rental Revenue | ||||
Fixed | $ 103,602 | $ 108,124 | $ 216,579 | $ 221,195 |
Variable | 8,934 | 12,468 | 18,593 | 23,430 |
Property rental revenue | $ 112,536 | $ 120,592 | $ 235,172 | $ 244,625 |
Share-Based Payments - LTIP Uni
Share-Based Payments - LTIP Units and Time-Based LTIP Units (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Apr. 30, 2024 | Jan. 31, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Share-based compensation arrangement by share-based payment award, equity instruments other than options | |||||||
Compensation expense recognition period (in years) | 2 years 6 months | ||||||
Share-based compensation expense | $ 11,491 | $ 10,086 | $ 21,029 | $ 20,514 | |||
Time-Based LTIP Units | |||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options | |||||||
Vesting period | 4 years | ||||||
Compensation expense recognition period (in years) | 4 years | ||||||
Unvested Shares | |||||||
Granted (in shares) | 974,140 | ||||||
Weighted Average Grant-Date Fair Value | |||||||
Weighted average grant-date fair value (in dollars per share) | $ 15.93 | ||||||
LTIP and Time-Based LTIP Units | |||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options | |||||||
Fair value of awards on grant date | $ 20,300 | ||||||
Certain Employees | LTIP Units | |||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options | |||||||
Share-based compensation expense | $ 3,000 | ||||||
Unvested Shares | |||||||
Granted (in shares) | 209,047 | ||||||
Weighted Average Grant-Date Fair Value | |||||||
Weighted average grant-date fair value (in dollars per share) | $ 14.27 | ||||||
Trustees | LTIP Units | |||||||
Unvested Shares | |||||||
Granted (in shares) | 141,422 | ||||||
Weighted Average Grant-Date Fair Value | |||||||
Weighted average grant-date fair value (in dollars per share) | $ 12.40 | ||||||
Minimum | LTIP and Time-Based LTIP Units | |||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options | |||||||
Expected volatility | 0.33% | ||||||
Risk-free interest rate | 4.40% | ||||||
Post-grant restriction periods | 2 years | ||||||
Maximum | LTIP and Time-Based LTIP Units | |||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options | |||||||
Expected volatility | 0.35% | ||||||
Risk-free interest rate | 4.80% | ||||||
Post-grant restriction periods | 6 years |
Share-Based Payments - AO LTIP
Share-Based Payments - AO LTIP Units (Details) - AO LTIP Units - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 1 Months Ended | 6 Months Ended |
Jan. 31, 2024 | Jun. 30, 2024 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Vesting period | 3 years | |
Award term | 10 years | |
Fair value of awards on grant date | $ 7.1 | |
Expected volatility | 32% | |
Dividend yield | 3.20% | |
Risk-free interest rate | 4.10% | |
Units earned (as a percent) | 25% | |
Threshold Price of Common Share At Conversion of Awards | $ 18.93 | |
Unvested Shares | ||
Granted (in shares) | 1.9 | |
Weighted Average Grant-Date Fair Value | ||
Weighted average grant-date fair value (in dollars per share) | $ 3.79 | |
Vesting at the end of three-year performance period | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Vesting (as a percent) | 50% | |
Vesting on the fourth anniversary of the grant date | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Vesting (as a percent) | 50% |
Share-Based Payments - Restrict
Share-Based Payments - Restricted Share Units ("RSUs") (Details) - Time-Based RSUs - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 6 Months Ended |
Jan. 31, 2024 | Jun. 30, 2024 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Fair value of awards on grant date | $ 1.3 | |
Unvested Shares | ||
Granted (in shares) | 74,842 | |
Weighted Average Grant-Date Fair Value | ||
Granted (in dollars per share) | $ 17.21 |
Share-Based Payments - ESPP (De
Share-Based Payments - ESPP (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Proceeds from common shares issued pursuant to ESPP | $ 591,000 | $ 665,000 |
ESPP | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Common shares issued pursuant to employee share purchase plan (in shares) | 44,569 | |
Proceeds from common shares issued pursuant to ESPP | $ 592,000 | |
Expected volatility | 48% | |
Dividend yield | 4.20% | |
Risk-free interest rate | 5.30% | |
Award term | 3 months |
Share-Based Payments - Summary
Share-Based Payments - Summary of Share-Based Compensation Expense (Details) - USD ($) $ in Thousands, shares in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Apr. 30, 2024 | Jan. 31, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||||
Total share-based compensation expense | $ 12,081 | $ 10,868 | $ 22,075 | $ 21,947 | ||
Less amount capitalized | (590) | (782) | (1,046) | (1,433) | ||
Share-based compensation expense | 11,491 | 10,086 | 21,029 | 20,514 | ||
Total unrecognized compensation expense | 32,600 | $ 32,600 | ||||
Compensation expense recognition period (in years) | 2 years 6 months | |||||
2017 Omnibus Share Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||
Common shares | 7.5 | |||||
Share Based Compensation - Other | ||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||
Total share-based compensation expense | 12,081 | 10,868 | $ 22,075 | 21,596 | ||
Time-Based LTIP Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||
Total share-based compensation expense | 5,885 | 5,324 | 11,357 | 10,856 | ||
Compensation expense recognition period (in years) | 4 years | |||||
AO LTIP Units and Performance-Based LTIP Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||
Total share-based compensation expense | 3,476 | 3,282 | 6,954 | 6,942 | ||
Other equity awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||
Total share-based compensation expense | 1,168 | 1,262 | 2,212 | 2,798 | ||
Share-based compensation related to Formation Transaction and special equity awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||
Total share-based compensation expense | 351 | |||||
LTIP Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||
Total share-based compensation expense | $ 1,552 | $ 1,000 | $ 1,552 | $ 1,000 |
Transaction and Other Costs (De
Transaction and Other Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Transaction and Other Costs. | ||||
Completed, potential and pursued transaction expenses | $ 34 | $ 227 | $ 1,541 | $ 274 |
Severance and other costs | 505 | 1,799 | 512 | 3,247 |
Demolition costs | 285 | 1,466 | 285 | 2,443 |
Transaction and other costs | $ 824 | $ 3,492 | $ 2,338 | $ 5,964 |
Interest Expense (Details)
Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Interest Expense | ||||
Interest expense before capitalized interest | $ 31,234 | $ 27,805 | $ 62,074 | $ 55,713 |
Amortization of deferred financing costs | 4,179 | 1,351 | 8,082 | 2,630 |
Net loss on non-designated derivatives: | ||||
Net unrealized loss | 27 | 2,944 | 69 | 5,641 |
Net realized loss | 97 | 230 | ||
Capitalized interest | (3,467) | (6,362) | (8,092) | (11,537) |
Interest expense | $ 31,973 | $ 25,835 | $ 62,133 | $ 52,677 |
Shareholders' Equity and Earn_3
Shareholders' Equity and Earnings (Loss) Per Common Share - Common Shares Repurchased (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 52 Months Ended | ||
Jul. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | |
Sale of stock | ||||||
Authorized value of shares for repurchase | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | |||
Repurchased shares, Value | $ 118,100 | |||||
Repurchase and retired common shares | 4,700,000 | 9,300,000 | 7,700,000 | 10,500,000 | 53,600,000 | |
Repurchase and retired common shares, Value | $ 68,714 | $ 135,747 | $ 118,158 | $ 155,845 | $ 1,100 | |
Average purchase price | $ 14.62 | $ 14.54 | $ 15.35 | $ 14.79 | $ 20.09 | |
Subsequent Event | ||||||
Sale of stock | ||||||
Repurchase and retired common shares | 897,531 | |||||
Repurchase and retired common shares, Value | $ 14,000 | |||||
Average purchase price | $ 15.55 |
Shareholders' Equity and Earn_4
Shareholders' Equity and Earnings (Loss) Per Common Share - Basic and Diluted Earnings (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Shareholders' Equity and Earnings (Loss) Per Common Share | ||||
Net income (loss) | $ (33,414) | $ (12,254) | $ (75,604) | $ 12,056 |
Net (income) loss attributable to redeemable noncontrolling interests | 3,454 | 1,398 | 7,988 | (1,965) |
Net loss attributable to noncontrolling interests | 5,587 | 311 | 10,967 | 535 |
Net Income (Loss) | (24,373) | (10,545) | (56,649) | 10,626 |
Distributions to participating securities | (503) | (717) | (1,157) | (717) |
Net income (loss) available to common shareholders - basic | (24,876) | (11,262) | (57,806) | 9,909 |
Net income (loss) available to common shareholders - diluted | $ (24,876) | $ (11,262) | $ (57,806) | $ 9,909 |
Weighted average number of common shares outstanding - basic | 91,030 | 109,695 | 91,832 | 111,862 |
Weighted average number of common shares outstanding - diluted | 91,030 | 109,695 | 91,832 | 111,862 |
Earnings (loss) per common share - basic | $ (0.27) | $ (0.10) | $ (0.63) | $ 0.09 |
Earnings (loss) per common share - diluted | $ (0.27) | $ (0.10) | $ (0.63) | $ 0.09 |
Shareholders' Equity and Earn_5
Shareholders' Equity and Earnings (Loss) Per Common Share - Antidilutive (Details) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Shareholders' Equity and Earnings (Loss) Per Common Share | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 7.9 | 5.2 | 7.9 | 5.3 |
Shareholders' Equity and Earn_6
Shareholders' Equity and Earnings (Loss) Per Common Share - Dividends (Details) - $ / shares | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jul. 24, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Dividends | |||||
Dividends cash declared | $ 0.175 | $ 0.225 | $ 0.35 | $ 0.225 | |
Subsequent Event | Q3 Dividends | |||||
Dividends | |||||
Dividends cash declared | $ 0.175 | ||||
Dividends Payable, Date Declared | Jul. 24, 2024 | ||||
Dividends Payable, Date to be Paid | Aug. 21, 2024 | ||||
Dividends Payable, Date of Record | Aug. 07, 2024 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 USD ($) property | Jun. 30, 2024 USD ($) property | Dec. 31, 2023 USD ($) | |
Fair Value | |||
Net unrealized gain (loss) on derivative designated as effective hedge | $ 33,100 | $ 22,700 | |
Gain (loss) expected to be reclassified into interest expense within the next 12 months | 20,700 | ||
Impairment loss | $ 1,025 | $ 18,236 | |
Development Parcel | Level 2 | Fair Value, Nonrecurring | |||
Fair Value | |||
Number of impaired real estate assets | property | 2 | 2 | |
Estimated fair value | $ 24,700 | $ 24,700 | |
Impairment loss | $ 1,000 | $ 18,200 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Interest Rate Contract - Recurring - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Designated as Hedging Instrument | ||
Derivative financial instruments designated as effective hedges: | ||
Classified as assets in "Other assets, net" | $ 36,606 | $ 35,632 |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets | Other Assets |
Classified as liabilities in "Other liabilities, net" | $ 7,936 | |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other Liabilities | |
Designated as Hedging Instrument | Level 2 | ||
Derivative financial instruments designated as effective hedges: | ||
Classified as assets in "Other assets, net" | $ 36,606 | $ 35,632 |
Classified as liabilities in "Other liabilities, net" | 7,936 | |
Not Designated as Hedging Instrument | ||
Derivative financial instruments designated as effective hedges: | ||
Classified as assets in "Other assets, net" | $ 5,510 | $ 6,709 |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets | Other Assets |
Classified as liabilities in "Other liabilities, net" | $ 5,458 | $ 6,508 |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other Liabilities | Other Liabilities |
Not Designated as Hedging Instrument | Level 2 | ||
Derivative financial instruments designated as effective hedges: | ||
Classified as assets in "Other assets, net" | $ 5,510 | $ 6,709 |
Classified as liabilities in "Other liabilities, net" | $ 5,458 | $ 6,508 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Not Measured at Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Mortgage loans | Fair Value | ||
Financial liabilities: | ||
Financial liabilities | $ 1,848,171 | $ 1,753,251 |
Mortgage loans | Carrying Amount | ||
Financial liabilities: | ||
Financial liabilities | 1,889,992 | 1,798,225 |
Revolving credit facility | Fair Value | ||
Financial liabilities: | ||
Financial liabilities | 39,950 | 62,000 |
Revolving credit facility | Carrying Amount | ||
Financial liabilities: | ||
Financial liabilities | 40,000 | 62,000 |
Term loans | Fair Value | ||
Financial liabilities: | ||
Financial liabilities | 715,823 | 715,950 |
Term loans | Carrying Amount | ||
Financial liabilities: | ||
Financial liabilities | $ 720,000 | $ 720,000 |
Segment Information - Narrative
Segment Information - Narrative (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 USD ($) segment | Dec. 31, 2023 USD ($) | |
Segment Information | ||
Number of reportable segments | segment | 3 | |
Intangible assets, net | $ 52,421 | $ 56,616 |
Third-Party Real Estate Services Segment | ||
Segment Information | ||
Intangible assets, net | $ 5,400 | $ 8,100 |
Segment Information - Summary o
Segment Information - Summary of Third-party Asset Management and Real Estate Services (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Information | ||||
Third-party real estate services revenue, excluding reimbursements | $ 8,315 | $ 12,009 | $ 16,320 | $ 22,970 |
Reimbursement revenue | 9,082 | 10,853 | 18,945 | 22,676 |
Third-party real estate services revenue, including reimbursements | 17,397 | 22,862 | 35,265 | 45,646 |
Third-party real estate services expenses | 18,650 | 22,105 | 40,977 | 45,928 |
Third-party real estate services revenue less expenses | (1,253) | 757 | (5,712) | (282) |
Property management fees | ||||
Segment Information | ||||
Third-party real estate services revenue, excluding reimbursements | 3,976 | 5,017 | 8,247 | 9,969 |
Asset management fees | ||||
Segment Information | ||||
Third-party real estate services revenue, excluding reimbursements | 1,242 | 1,255 | 2,166 | 2,358 |
Development fees | ||||
Segment Information | ||||
Third-party real estate services revenue, excluding reimbursements | 419 | 2,756 | 657 | 4,742 |
Leasing fees | ||||
Segment Information | ||||
Third-party real estate services revenue, excluding reimbursements | 1,190 | 1,256 | 2,325 | 2,612 |
Construction management fees | ||||
Segment Information | ||||
Third-party real estate services revenue, excluding reimbursements | 177 | 303 | 560 | 643 |
Other service revenue | ||||
Segment Information | ||||
Third-party real estate services revenue, excluding reimbursements | $ 1,311 | $ 1,422 | $ 2,365 | $ 2,646 |
Segment Information - Schedule
Segment Information - Schedule of Reconciliation of Net Income (Loss) Attributable to Common Shareholders to Consolidated NOI (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Information | ||||
Net income (loss) attributable to common shareholders | $ (24,373) | $ (10,545) | $ (56,649) | $ 10,626 |
Net income (loss) attributable to redeemable noncontrolling interests | (3,454) | (1,398) | (7,988) | 1,965 |
Net loss attributable to noncontrolling interests | (5,587) | (311) | (10,967) | (535) |
NET INCOME (LOSS) | (33,414) | (12,254) | (75,604) | 12,056 |
Depreciation and amortization expense | 51,306 | 49,218 | 108,161 | 102,649 |
Corporate and other | 17,001 | 15,093 | 31,974 | 31,216 |
Third-party real estate services | 18,650 | 22,105 | 40,977 | 45,928 |
Share-based compensation related to Formation Transaction and special equity awards | 351 | |||
Transaction and other costs | 824 | 3,492 | 2,338 | 5,964 |
Interest expense | 31,973 | 25,835 | 62,133 | 52,677 |
Loss on the extinguishment of debt | 450 | 450 | ||
Impairment loss | 1,025 | 18,236 | ||
Income tax expense (benefit) | 597 | 611 | (871) | 595 |
Third-party real estate services, including reimbursements revenue | 17,397 | 22,862 | 35,265 | 45,646 |
Other revenue | 2,126 | 3,846 | 13,389 | 5,572 |
Income (loss) from unconsolidated real estate ventures, net | (226) | 510 | 749 | 943 |
Interest and other income, net | 3,432 | 2,281 | 5,532 | 6,358 |
Gain on the sale of real estate, net | 89 | 286 | 40,700 | |
Consolidated NOI | $ 65,144 | $ 75,051 | $ 132,123 | $ 152,667 |
Segment Information - Summary_2
Segment Information - Summary of NOI by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Information | ||||
Property rental revenue | $ 112,536 | $ 120,592 | $ 235,172 | $ 244,625 |
Property rental revenue, excluding lease termination revenue | 111,798 | 224,102 | ||
Total property revenue | 115,797 | 125,387 | 231,850 | 253,839 |
Property operating | 36,254 | 35,912 | 71,533 | 71,524 |
Real estate taxes | 14,399 | 14,424 | 28,194 | 29,648 |
Total property expense | 50,653 | 50,336 | 99,727 | 101,172 |
Consolidated NOI | 65,144 | 75,051 | 132,123 | 152,667 |
Parking | ||||
Segment Information | ||||
Parking revenue | 3,999 | 4,795 | 7,748 | 9,214 |
Operating Segments | Multifamily Segment | ||||
Segment Information | ||||
Property rental revenue | 52,443 | 102,353 | ||
Property rental revenue, excluding lease termination revenue | 53,224 | 104,670 | ||
Total property revenue | 53,422 | 52,738 | 105,049 | 102,872 |
Property operating | 18,913 | 18,394 | 36,319 | 35,849 |
Real estate taxes | 6,319 | 5,648 | 12,276 | 11,256 |
Total property expense | 25,232 | 24,042 | 48,595 | 47,105 |
Consolidated NOI | 28,190 | 28,696 | 56,454 | 55,767 |
Operating Segments | Multifamily Segment | Parking | ||||
Segment Information | ||||
Parking revenue | 198 | 295 | 379 | 519 |
Operating Segments | Commercial Segment | ||||
Segment Information | ||||
Property rental revenue | 64,321 | 136,238 | ||
Property rental revenue, excluding lease termination revenue | 55,656 | 113,235 | ||
Total property revenue | 59,488 | 68,747 | 120,667 | 144,802 |
Property operating | 17,553 | 18,252 | 34,630 | 37,623 |
Real estate taxes | 7,376 | 8,195 | 14,777 | 17,196 |
Total property expense | 24,929 | 26,447 | 49,407 | 54,819 |
Consolidated NOI | 34,559 | 42,300 | 71,260 | 89,983 |
Operating Segments | Commercial Segment | Parking | ||||
Segment Information | ||||
Parking revenue | 3,832 | 4,426 | 7,432 | 8,564 |
Other | ||||
Segment Information | ||||
Property rental revenue | 3,828 | 6,034 | ||
Property rental revenue, excluding lease termination revenue | 2,918 | 6,197 | ||
Total property revenue | 2,887 | 3,902 | 6,134 | 6,165 |
Property operating | (212) | (734) | 584 | (1,948) |
Real estate taxes | 704 | 581 | 1,141 | 1,196 |
Total property expense | 492 | (153) | 1,725 | (752) |
Consolidated NOI | 2,395 | 4,055 | 4,409 | 6,917 |
Other | Parking | ||||
Segment Information | ||||
Parking revenue | $ (31) | $ 74 | $ (63) | $ 131 |
Segment Information - Summary_3
Segment Information - Summary of Certain Balance Sheet Data by Segment (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Segment Information | |||
Real estate, at cost | $ 5,945,338,000 | $ 5,945,338,000 | $ 5,875,162,000 |
Investments in unconsolidated real estate ventures | 101,043,000 | 101,043,000 | 264,281,000 |
Total assets | 5,325,116,000 | 5,325,116,000 | 5,518,515,000 |
Lease termination and other revenue | 738,000 | 11,100,000 | |
Operating Segments | Multifamily Segment | |||
Segment Information | |||
Real estate, at cost | 3,219,444,000 | 3,219,444,000 | 3,154,116,000 |
Total assets | 2,454,895,000 | 2,454,895,000 | 2,559,395,000 |
Operating Segments | Commercial Segment | |||
Segment Information | |||
Real estate, at cost | 2,308,345,000 | 2,308,345,000 | 2,357,713,000 |
Investments in unconsolidated real estate ventures | 12,002,000 | 12,002,000 | 176,786,000 |
Total assets | 2,482,083,000 | 2,482,083,000 | 2,683,947,000 |
Other | |||
Segment Information | |||
Real estate, at cost | 417,549,000 | 417,549,000 | 363,333,000 |
Investments in unconsolidated real estate ventures | 89,041,000 | 89,041,000 | 87,495,000 |
Total assets | $ 388,138,000 | $ 388,138,000 | $ 275,173,000 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Real estate properties | ||
General liability insurance limit | $ 150,000,000 | |
Property and rental value insurance coverage limit | 1,000,000,000 | |
Terrorist acts insurance coverage limit | 2,000,000,000 | |
Construction commitment | $ 98,500,000 | |
Construction commitment period | 2 years | |
Environmental liabilities included in Other liabilities, net | $ 17,468,000 | $ 17,568,000 |
Tenant-related obligations | 44,400,000 | |
Consolidated Properties | ||
Real estate properties | ||
Tenant-related obligations | 44,300,000 | |
Principal payment guarantees | 8,300,000 | |
Unconsolidated Properties | ||
Real estate properties | ||
Tenant-related obligations | 144,000 | |
Additional capital funding committed amount | 58,000,000 | |
Principal payment guarantees | $ 0 |
Transactions with Related Par_2
Transactions with Related Parties (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Transactions with Related Parties | ||||||
Revenues | $ 135,320 | $ 152,095 | $ 280,504 | $ 305,057 | ||
Disposed of by Sale | 4747 Bethesda Avenue | ||||||
Transactions with Related Parties | ||||||
Percentage of ownership interest in assets sold | 80% | |||||
Related party | Washington Housing Initiative | ||||||
Transactions with Related Parties | ||||||
Completed capital commitments | 114,400 | 114,400 | ||||
Commitment | 11,200 | 11,200 | ||||
Remaining unfunded commitment | 2,900 | 2,900 | ||||
Related party | Supervisory Services of Properties | BMS | ||||||
Transactions with Related Parties | ||||||
Related party payments | 2,200 | 2,300 | 4,700 | 4,600 | ||
Related party | Fees from Legacy JBG Funds and Washington Housing Initiative | Legacy JBG Funds and Washington Housing Initiative | ||||||
Transactions with Related Parties | ||||||
Revenues | 3,200 | 5,900 | 7,200 | 10,800 | ||
Receivables | 2,300 | 2,300 | $ 3,500 | |||
Related party | Office Rent | Unconsolidated Real Estate Ventures | ||||||
Transactions with Related Parties | ||||||
Related party payments | $ 1,300 | $ 1,600 | $ 2,800 | $ 1,800 |