Financial Performance - The net loss attributable to common shareholders for Q1 2024 was $32.3 million, or $0.36 per diluted common share, compared to a net income of $21.2 million, or $0.19 per diluted common share in Q1 2023 [152]. - Property rental revenue decreased by approximately $1.4 million, or 1.1%, to $122.6 million in Q1 2024 from $124.0 million in Q1 2023 [160]. - Third-party real estate services revenue was $17.9 million for Q1 2024, down from $22.8 million in Q1 2023 [152]. - Consolidated NOI decreased by $10.6 million, or 13.6%, to $66.979 million for the three months ended March 31, 2024, from $77.616 million in 2023 [189]. - Total property revenue decreased by $12.4 million, or 9.7%, to $116.1 million in 2024 from $128.5 million in 2023 [189]. - Net cash provided by operating activities was $37.0 million for the three months ended March 31, 2024, compared to $42.6 million for the same period in 2023 [211]. - Net cash provided by investing activities was $123.6 million for the three months ended March 31, 2024, primarily from distributions of capital from unconsolidated real estate ventures [214]. Portfolio Overview - As of March 31, 2024, the operating portfolio consisted of 41 assets, including 15 multifamily assets totaling 6,318 units and 24 commercial assets totaling 7.5 million square feet [145]. - The multifamily portfolio occupancy was 94.3% as of March 31, 2024, a decrease of 40 basis points from December 31, 2023, while the commercial portfolio occupancy was 83.1%, down 180 basis points [149][150]. - The number of properties in the same store pool remained at 41 [180]. Revenue and Expenses - Third-party real estate services revenue decreased by approximately $4.9 million, or 21.5%, to $17.9 million in 2024 from $22.8 million in 2023 [187]. - Depreciation and amortization expense increased by approximately $3.4 million, or 6.4%, to $56.9 million in Q1 2024 from $53.4 million in Q1 2023 [162]. - Interest expense increased by approximately $3.3 million, or 12.4%, to $30.2 million in Q1 2024 from $26.8 million in Q1 2023 [169]. - Gain on the sale of real estate decreased significantly to $197,000 in Q1 2024 from $40.7 million in Q1 2023 [170]. - Impairment loss of $17.2 million in Q1 2024 is related to a development parcel, which was written down to its estimated fair value [171]. Development and Investment - The development pipeline includes 11.3 million square feet of estimated potential development density, with plans to source joint venture capital for funding [151]. - The company invested $48.0 million in development costs, construction in progress, and real estate additions [1]. - The company expects to require an additional $134.4 million to complete assets under construction, primarily to be expended over the next two years [225]. Shareholder Returns - A quarterly dividend of $0.175 per common share was declared, payable on May 24, 2024 [155]. - The company repurchased and retired 3.0 million common shares for $49.4 million, at a weighted average purchase price per share of $16.50 [1]. - The company has authorized the repurchase of up to $1.5 billion of its outstanding common shares [205]. Debt and Liquidity - As of March 31, 2024, the company had mortgage loans totaling $1.83 billion, with a weighted average effective interest rate of 6.31% for variable rate loans and 4.78% for fixed rate loans [194]. - The company had outstanding debt of $2.6 billion as of March 31, 2024, unchanged from December 31, 2023 [212]. - The company had $749.5 million of availability under its revolving credit facility as of March 31, 2024 [208]. - The estimated fair value of consolidated debt was $2.5 billion as of March 31, 2024, and December 31, 2023 [235]. Market Conditions - Current market conditions have slowed the pace of asset sales, which is expected to continue into 2024 [148]. - The company plans to repurpose older office buildings for redevelopment or conversion to multifamily or other uses to reduce competitive inventory in National Landing [150]. Environmental and Other Liabilities - As of March 31, 2024, environmental liabilities totaled $17.6 million, included in "Other liabilities, net" on the balance sheet [232]. - The company had additional capital commitments and recorded guarantees to unconsolidated real estate ventures totaling $58.7 million as of March 31, 2024 [221].

Financial Performance - JBG SMITH reported Core FFO attributable to common shareholders of $26.9 million, or $0.29 per diluted share for Q1 2024[14]. - For the first quarter of 2024, JBG SMITH reported a net loss of $32.3 million, compared to a net income of $21.2 million in the same period of 2023[35]. - Funds From Operations (FFO) for the first quarter of 2024 was $10.7 million, down from $33.0 million year-over-year, while Core FFO decreased to $26.9 million from $37.2 million[35]. - Total revenue for Q1 2024 was $145.184 million, a decrease of 5.8% from $152.962 million in Q1 2023[80]. - Net income (loss) attributable to common shareholders for Q1 2024 was $(32.276) million, compared to $21.171 million in Q1 2023, reflecting a significant decline[80]. - Adjusted EBITDA for Q1 2024 was $63,686, down from $68,358 in Q1 2023, reflecting a decrease of approximately 6.5%[84]. - Total consolidated and unconsolidated indebtedness increased to $2,590,843 in Q1 2024 from $2,432,136 in Q1 2023, marking an increase of about 6.5%[84]. - The company reported a net debt to annualized adjusted EBITDA ratio of 9.3x, up from 7.8x in the previous year[130]. Portfolio Performance - Multifamily Same Store NOI grew 11.1% in Q1 2024, driven by higher market rents and occupancy, with effective rents increasing by 9.4% upon renewal[6]. - As of March 31, 2024, the multifamily portfolio was 95.9% leased and 94.3% occupied, while the office portfolio was 84.6% leased and 83.1% occupied[14][19]. - Same Store NOI (SSNOI) increased by 6.5% quarter-over-quarter to $75.7 million for the three months ended March 31, 2024[44]. - The operating multifamily portfolio was 95.9% leased and 94.3% occupied as of March 31, 2024, compared to 96.0% and 94.7% as of December 31, 2023[44]. - Total operating portfolio NOI decreased by 5.4% to $76,867 thousand in Q1 2024 from $81,223 thousand in Q1 2023[144]. - The overall occupancy rate for multifamily assets was 95.9%, with a 97.3% occupancy rate for same-store properties[184]. Development and Future Outlook - The company expects to deliver and stabilize 1,583 apartment units in National Landing, expanding its multifamily portfolio by 25% over the next two years[26]. - JBG SMITH has 18 assets in the development pipeline, representing an estimated potential development density of 9.3 million square feet[40]. - The company plans to take 2100 Crystal Drive out of service following Amazon's lease expiration, impacting future NOI[148]. - The company is engaged as the development manager for both the 1900 Crystal Drive and 2000/2001 South Bell Street projects, which are classified as variable interest entities (VIEs)[197][198]. Tenant and Lease Information - The U.S. Government (GSA) is the largest tenant, occupying 1,810,310 square feet (28.5% of total) and contributing $72,124,000 (25.3% of total annualized rent)[177]. - Amazon follows as the second-largest tenant with 677,077 square feet (10.7% of total) and an annualized rent of $30,075,000 (10.6% of total)[177]. - The total number of leases expiring by 2030 is 20, covering 601,378 square feet, with an estimated annualized rent of $29,503 thousand[174]. - The weighted average remaining lease term for the entire portfolio is 5.1 years as of March 31, 2024[175]. Cash and Debt Management - The company had $220.5 million in cash and cash equivalents and $749.5 million available under its revolving credit facility as of March 31, 2024[48]. - Net Debt at JBG SMITH Share rose to $2,363,711 in Q1 2024, compared to $2,140,337 in Q1 2023, indicating an increase of approximately 10.4%[84]. - The company incurred an impairment loss of $17.211 million in Q1 2024, indicating potential challenges in asset valuation[80]. Dividend and Shareholder Returns - On April 25, 2024, the Board of Trustees declared a quarterly dividend of $0.175 per common share, payable on May 24, 2024[45]. - The company’s dividend yield was reported at 4.4% with an indicated annual dividend per share of $0.70[110].

Debt and Interest Rates - Variable rate mortgage loans as of December 31, 2023, had a balance of $608.6 million with a weighted average interest rate of 6.25%, and a 1% change in base rates would impact annual interest expense by $1.4 million[383] - Fixed rate mortgage loans as of December 31, 2023, had a balance of $1.19 billion with a weighted average interest rate of 4.78%[383] - The revolving credit facility as of December 31, 2023, had a balance of $62.0 million with a weighted average interest rate of 6.83%, and a 1% change in base rates would impact annual interest expense by $629,000[383] - The Tranche A-1 Term Loan as of December 31, 2023, had a balance of $200.0 million with a weighted average interest rate of 2.70%[383] - The Tranche A-2 Term Loan as of December 31, 2023, had a balance of $400.0 million with a weighted average interest rate of 3.58%[383] - The 2023 Term Loan as of December 31, 2023, had a balance of $120.0 million with a weighted average interest rate of 5.31%[383] - The pro rata share of debt of unconsolidated real estate ventures as of December 31, 2023, had a balance of $68.0 million, with $35.0 million in variable rate loans at a weighted average interest rate of 5.00% and $33.0 million in fixed rate loans at a weighted average interest rate of 4.13%[383] - The estimated fair value of consolidated debt as of December 31, 2023, was $2.5 billion[386] - Interest rate swap and cap agreements designated as effective hedges had an aggregate notional value of $2.2 billion as of December 31, 2023, with assets totaling $35.6 million and liabilities totaling $7.9 million[389] - Non-designated interest rate cap agreements had an aggregate notional value of $642.7 million as of December 31, 2023, with assets totaling $6.7 million and liabilities totaling $6.5 million[390] - In January 2023, the company entered into a $187.6 million loan facility with a fixed interest rate of 5.13%[529] - In June 2023, the company repaid $142.4 million in mortgage loans[530] - As of December 31, 2023, the company had interest rate swap and cap agreements with an aggregate notional value of $1.7 billion[532] - The company's unsecured revolving credit facility and term loans totaled $1.5 billion as of December 31, 2023[533] - In July 2023, the company amended covenants related to the Tranche A-1 and Tranche A-2 Term Loans to align with the revolving credit facility and 2023 Term Loan covenants[538] Financial Performance - Total revenue for 2023 decreased slightly to $604.2 million from $605.8 million in 2022, with property rental revenue declining to $483.2 million from $491.7 million[410] - Net loss attributable to common shareholders in 2023 was $79.98 million, compared to a net income of $85.37 million in 2022[410] - Depreciation and amortization expenses decreased to $210.2 million in 2023 from $213.8 million in 2022[410] - Interest expense increased significantly to $108.7 million in 2023 from $75.9 million in 2022[410] - The company recorded a substantial impairment loss of $90.2 million in 2023, compared to no impairment loss in 2022[410] - Comprehensive loss attributable to JBG SMITH PROPERTIES was $105.6 million in 2023, a significant decline from the $147.0 million comprehensive income in 2022[411] - Net income (loss) for 2023 was $(91.7 million), compared to $99.0 million in 2022 and $(89.7 million) in 2021[416] - Net cash provided by operating activities in 2023 was $183.4 million, slightly higher than $178.0 million in 2022 but lower than $217.6 million in 2021[416] - Development costs and real estate additions in 2023 totaled $(333.7 million), compared to $(326.7 million) in 2022 and $(173.2 million) in 2021[416] - Proceeds from the sale of real estate in 2023 were $281.5 million, significantly lower than $928.9 million in 2022 and $14.4 million in 2021[416] - Total other comprehensive loss was $32.2 million in 2023, compared to a $70.2 million gain in 2022[411] - The company repurchased 22,576 common shares in 2023, reducing total shares outstanding to 94,309[414] - Dividends declared on common shares decreased to $0.675 per share in 2023 from $0.90 per share in 2022[414] - Weighted average number of common shares outstanding decreased to 105,095 in 2023 from 119,005 in 2022[410] - Combined income statement information for unconsolidated real estate ventures reported a net loss of $85.6 million for the year ended December 31, 2023[515] Real Estate Portfolio and Development - The company's Operating Portfolio as of December 31, 2023, included 44 operating assets with 6,318 multifamily units and 8.3 million square feet of commercial space[424] - Approximately 75.0% of the company's holdings are in the National Landing submarket in Northern Virginia, anchored by Amazon's new headquarters and Virginia Tech's $1 billion Innovation Campus[422] - The company's development pipeline includes 17 assets with an estimated potential development density of 10.8 million square feet[424] - Construction in progress increased from $544.7 million in 2022 to $659.1 million in 2023, an increase of 21.0%[408] - Investments in unconsolidated real estate ventures decreased from $299.9 million in 2022 to $264.3 million in 2023, a decline of 11.9%[408] - In October 2022, the company acquired the remaining 50.0% ownership interest in 8001 Woodmont for $115.0 million, including the assumption of a $51.9 million mortgage loan[494] - In August 2022, the company acquired the remaining 36.0% ownership interest in Atlantic Plumbing for $19.7 million, including the repayment of a $100.0 million mortgage loan[495] - In November 2021, the company acquired The Batley for $205.3 million, exclusive of $3.1 million in transaction costs[496] - In January 2024, the company sold North End Retail for a gross sales price of $14.3 million[499] - In March 2023, the company sold an 80.0% interest in 4747 Bethesda Avenue for a gross sales price of $196.0 million, representing a gross valuation of $245.0 million[508] - The company recorded an impairment loss of $25.3 million related to Central Place Tower in 2023, which was sold in February 2024 for a gross sales price of $325.0 million[504] - Formed a real estate venture with Fortress in April 2022, contributing $66.1 million for a 33.5% interest, with a total gross sales price of $580.0 million for a 1.6 million square foot office portfolio[509] - Entered into two real estate ventures with J.P. Morgan in April 2021, contributing cash and land for a 50% ownership interest in 2.0 million square feet of mixed-use development in Potomac Yard[511] Balance Sheet and Asset Valuation - Total assets decreased from $5,903.4 million in 2022 to $5,518.5 million in 2023, a decline of 6.5%[408] - Real estate, net decreased from $4,823.1 million in 2022 to $4,536.8 million in 2023, a decline of 5.9%[408] - Cash and cash equivalents decreased from $241.1 million in 2022 to $164.8 million in 2023, a decline of 31.7%[408] - Total liabilities increased from $2,708.0 million in 2022 to $2,825.9 million in 2023, an increase of 4.4%[408] - Shareholders' equity decreased from $2,681.9 million in 2022 to $2,222.9 million in 2023, a decline of 17.1%[408] - Accumulated deficit increased from $(628.6) million in 2022 to $(777.0) million in 2023, a deterioration of 23.6%[408] - Revolving credit facility increased from $0 in 2022 to $62.0 million in 2023[408] - Term loans, net increased from $547.1 million in 2022 to $717.2 million in 2023, an increase of 31.1%[408] - Cash and cash equivalents, and restricted cash, decreased to $200.4 million at the end of 2023 from $274.1 million at the end of 2022[419] - Total tenant and other receivables decreased from $56.3 million in 2022 to $44.2 million in 2023[500] - Total investments in unconsolidated real estate ventures decreased from $299.9 million in 2022 to $264.3 million in 2023[503] - Combined balance sheet information for unconsolidated real estate ventures showed total assets of $867.6 million and total liabilities of $273.7 million as of December 31, 2023[514] - Consolidated VIEs, including JBG SMITH LP, had total assets of $503.2 million and liabilities of $293.3 million as of December 31, 2023[518] - Deferred leasing costs, net, decreased to $81.5 million as of December 31, 2023, from $94.1 million in 2022[519] - Total intangible assets, net, decreased to $56.6 million as of December 31, 2023, from $68.2 million in 2022[520] - Estimated amortization related to lease and other identified intangible assets for 2024 is $7.6 million[521] - Mortgage loans as of December 31, 2023, totaled $1.798 billion, with variable rate loans at $608.6 million and fixed rate loans at $1.190 billion[526] - The net carrying value of real estate collateralizing mortgage loans totaled $2.2 billion as of December 31, 2023 and 2022[528] Revenue and Leasing - Rental revenue from the U.S. federal government in 2023 was $64.4 million, accounting for 12.9% of total rental revenue, down from 14.8% in 2022[426] - The company recognized revenue of $21.7 million, $24.0 million, and $23.7 million for leasing, property management, and other real estate services provided to unconsolidated real estate ventures for the years ended December 31, 2023, 2022, and 2021, respectively[505] - Property rental revenue is recognized on a straight-line basis over the lease term, including tenant reimbursements for operating expenses and real estate taxes[470] - Variable lease payments based on a percentage of sales are recorded as variable lease income when earned[472] - Third-party real estate services revenue includes property and asset management fees, recognized as services are performed, with development fees recognized over the project duration[474] - Lease payments for renewal periods reasonably certain to be exercised are included in lease liability and right-of-use asset measurements[476] Accounting and Valuation Methods - The fair values of buildings are determined using the "as-if vacant" approach with discounted cash flow models, considering exit capitalization rates, discount rates, estimated market rents, and hypothetical lease-up periods[432] - Real estate is carried at cost, net of accumulated depreciation and amortization, with maintenance and repair expenses included in property operating expenses[434] - Construction in progress, including land, is carried at cost, with direct and indirect development costs capitalized, and depreciation not recorded until the property is ready for use[435] - Depreciation and amortization expense is recognized on a straight-line basis over estimated useful lives ranging from 3 to 40 years, with tenant improvements amortized over the lease term[436] - The company evaluates real estate and related intangible assets for impairment when indicators such as declining performance, below-average occupancy, or cost overruns suggest the carrying amount may not be recoverable[437] - Above- and below-market lease components are valued based on the present value of the difference between contractual lease payments and estimated market rates, with amortization over the remaining lease term[438] - Investments in unconsolidated real estate ventures are accounted for using the equity method when the company has significant influence but not control, with proportionate earnings or losses recognized in consolidated statements[445] - The company earns revenue from management services provided to unconsolidated real estate ventures, including property management, leasing, and development fees, recognized gross of ownership interest[446] - Intangible assets, such as in-place leases and wireless spectrum licenses, are amortized or accreted over their useful lives, with indefinite-lived licenses considered for renewal at minimal cost[452][453] - Assets held for sale are carried at the lower of carrying amounts or estimated fair value less disposal costs, with depreciation and amortization expense not recognized during the holding period[456] - Derivative financial instruments are used to manage exposure to variable interest rate risk and are measured at fair value, with changes in fair value affecting operating cash flows unless they contain a significant financing element[462] - Interest rate swap and cap agreements designated as effective hedges are carried at fair value and assessed for effectiveness, with fair value recorded in "Accumulated other comprehensive income" and reclassified into "Interest expense" when hedged transactions affect earnings[463] - Non-designated derivatives, such as interest rate cap agreements, are carried at fair value with gains or losses recorded in "Interest expense"[467] - Fair value measurement follows ASC 820, prioritizing Level 1 inputs (quoted prices in active markets) over Level 3 inputs (unobservable inputs)[468] - The company has elected to be taxed as a REIT, distributing at least 90% of its taxable income to shareholders to avoid federal income taxes[480] - Share-based compensation expense is recognized ratably over the vesting period, with fair value determined using the Monte Carlo or Black-Scholes methods[486] - The company paid a deferred purchase price of $19.6 million related to the 2020 acquisition of a development parcel[493] Investments and Ventures - Unconsolidated real estate ventures' mortgage loans totaled $235.0 million as of December 31, 2023, with a weighted average effective interest rate of 5.00% for variable rate loans[512] - Net carrying amounts of investments in unconsolidated VIEs were $87.3 million as of December 31, 2023, included in "Investments in unconsolidated real estate ventures"[516] - Unrealized gains from real estate-focused technology investments totaled $1.3 million, $2.1 million, and $4.6 million for the years ended December 31, 2021, 2022, and 2023, respectively[523] - Realized losses from real estate-focused technology investments totaled $758,000 and $1.2 million for the years ended December 31, 2023 and 2022, respectively[523] - Realized gains (losses) from equity investments totaled $436,000, $13.5 million, and ($1.0) million for the years ended December 31, 2021, 2022, and 2023, respectively[524]

real at Dining in the Park H B JBG SMITH QUARTERLY INVESTOR PACKAGE | Q4 2023 TABLE OF CONTENTS LETTER TO SHAREHOLDERS SECTION ONE Q4 2023 EARNINGS RELEASE SECTION TWO Q4 2023 SUPPLEMENTAL INFORMATION SECTION THREE Management Letter February 20, 2024 To Our Fellow Shareholders: On December 13 th we, along with Monumental Sports & Entertainment, the Commonwealth of Virginia, and the City of Alexandria announced our plan to build a new sports and entertainment anchor in National Landing. This 1.2 million squa ...

```markdown PART I – FINANCIAL INFORMATION [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, comprehensive income (loss), equity, and cash flows, along with detailed notes explaining the company's organization, accounting policies, acquisitions, dispositions, investments, debt, and other financial details for the periods ended September 30, 2023, and December 31, 2022 [Condensed Consolidated Balance Sheets (unaudited)](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20(unaudited)) The balance sheet shows a decrease in total assets and total equity from December 31, 2022, to September 30, 2023, primarily driven by a reduction in real estate net and cash, while liabilities saw a slight increase | Metric | Sep 30, 2023 (in thousands) | Dec 31, 2022 (in thousands) | Change | | :----------------------------- | :-------------------------- | :-------------------------- | :------- | | Total Assets | $5,666,168 | $5,903,438 | (4.0%) | | Real estate, net | $4,599,676 | $4,823,082 | (4.6%) | | Cash and cash equivalents | $130,522 | $241,098 | (45.8%) | | Total Liabilities | $2,816,721 | $2,708,016 | 4.0% | | Mortgage loans, net | $1,727,133 | $1,890,174 | (8.6%) | | Revolving credit facility | $92,000 | $0 | N/A | | Term loans, net | $716,953 | $547,072 | 31.1% | | Total Equity | $2,405,086 | $2,714,112 | (11.4%) | [Condensed Consolidated Statements of Operations (unaudited)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20(unaudited)) The company reported a significant net loss for both the three and nine months ended September 30, 2023, compared to a smaller loss and net income, respectively, in the prior year, primarily due to a substantial impairment loss and increased interest expense | Metric (in thousands) | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :-------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Total revenue | $151,562 | $147,614 | $456,619 | $455,084 | | Total expenses | $136,793 | $136,770 | $424,073 | $442,028 | | Impairment loss | $(59,307) | $0 | $(59,307) | $0 | | Interest expense | $(27,903) | $(17,932) | $(80,580) | $(50,251) | | Net Income (Loss) | $(66,101) | $(21,581) | $(54,045) | $119,836 | | EPS - Basic & Diluted | $(0.58) | $(0.17) | $(0.45) | $0.86 | [Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited)](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)%20(unaudited)) The company reported a comprehensive loss for both the three and nine months ended September 30, 2023, a significant decline from comprehensive income in the prior year, despite positive changes in the fair value of derivative financial instruments | Metric (in thousands) | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :-------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net Income (Loss) | $(66,101) | $(21,581) | $(54,045) | $119,836 | | Total other comprehensive income | $10,209 | $32,606 | $7,679 | $71,473 | | Comprehensive Income (Loss) | $(55,892) | $11,025 | $(46,366) | $191,309 | [Condensed Consolidated Statements of Equity (unaudited)](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Equity%20(unaudited)) Total equity decreased from December 31, 2022, to September 30, 2023, primarily due to net losses, common shares repurchased, and dividends declared, partially offset by redemptions of OP Units for common shares | Metric (in thousands) | As of Sep 30, 2023 | As of Dec 31, 2022 | Change | | :-------------------- | :----------------- | :----------------- | :----- | | Total Equity | $2,405,086 | $2,714,112 | (11.4%)| | Common Shares (count) | 97,717 | 114,013 | (14.3%)| | Common Shares (amount)| $978 | $1,141 | (14.3%)| | Additional Paid-In Capital | $3,043,036 | $3,263,738 | (6.8%) | | Accumulated Deficit | $(722,847) | $(628,636) | (15.0%)| | Common shares repurchased (9 months ended Sep 30, 2023) | $276,684 | N/A | N/A | | Dividends declared on common shares (9 months ended Sep 30, 2023) | $46,830 | N/A | N/A | [Condensed Consolidated Statements of Cash Flows (unaudited)](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20(unaudited)) For the nine months ended September 30, 2023, net cash provided by operating activities decreased, while investing activities shifted from a net cash provider to a net cash user, and financing activities continued to be a net cash user, resulting in an overall decrease in cash and cash equivalents | Cash Flow Activity (in thousands) | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | Change | | :-------------------------------- | :-------------------------- | :-------------------------- | :------- | | Net cash provided by operating activities | $114,893 | $130,366 | (11.9%) | | Net cash (used in) provided by investing activities | $(123,240) | $674,402 | (118.3%) | | Net cash used in financing activities | $(96,947) | $(634,994) | 84.7% | | Net (decrease) increase in cash and restricted cash | $(105,294) | $169,774 | (162.0%) | | Cash and restricted cash, end of period | $168,779 | $471,869 | (64.2%) | [Notes to Condensed Consolidated Financial Statements (unaudited)](index=13&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20(unaudited)) This section provides detailed disclosures for the condensed consolidated financial statements, covering the company's organizational structure, significant accounting policies, recent acquisitions and dispositions, investments in unconsolidated real estate ventures, variable interest entities, debt, equity, and other financial commitments and contingencies [1. Organization and Basis of Presentation](index=13&type=section&id=1.%20Organization%20and%20Basis%20of%20Presentation) JBG SMITH Properties is a Maryland REIT focused on mixed-use properties in the Washington, D.C. metropolitan area, with a significant presence in National Landing. The company operates primarily through JBG SMITH LP, where it holds an 87.7% ownership interest - JBG SMITH Properties is a Maryland REIT that owns, operates, invests in, and develops mixed-use properties in high-growth submarkets around Washington, D.C., with approximately two-thirds of its holdings in National Landing[25](index=25&type=chunk) - The company's portfolio includes **48 operating assets** (30 commercial, 16 multifamily, 2 land assets), **2 under-construction multifamily assets** (1,583 units), and **20 assets in the development pipeline** (12.5 million sq ft estimated density)[27](index=27&type=chunk) - JBG SMITH, as the sole general partner, controls JBG SMITH LP and owned **87.7%** of its OP Units as of September 30, 2023[26](index=26&type=chunk) [2. Summary of Significant Accounting Policies](index=15&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) The financial statements are prepared in accordance with GAAP for interim financial information, with no material changes to significant accounting policies from the Annual Report. The company has completed the conversion of all LIBOR-indexed debt and derivatives to SOFR-based indexes - No material changes to significant accounting policies disclosed in the Annual Report[35](index=35&type=chunk) - All London Interbank Offered Rate (LIBOR)-indexed debt and derivative financial instruments have been converted to Secured Overnight Financing Rate (SOFR)-based indexes as of September 30, 2023[37](index=37&type=chunk) [3. Acquisition, Dispositions and Assets Held for Sale](index=17&type=section&id=3.%20Acquisition,%20Dispositions%20and%20Assets%20Held%20for%20Sale) During the nine months ended September 30, 2023, the company paid a deferred purchase price for a 2020 acquisition and completed several dispositions, including a development parcel and multifamily assets, and held one commercial asset for sale which was subsequently sold in October 2023 - Paid **$19.6 million** deferred purchase price related to the 2020 acquisition of a development parcel during the nine months ended September 30, 2023[39](index=39&type=chunk) | Disposition Date | Asset | Segment | Location | Units/Sq Ft | Gross Sales Price (in thousands) | Gain on Sale (in thousands) | | :--------------- | :---- | :------ | :------- | :---------- | :------------------------------- | :-------------------------- | | Mar 17, 2023 | Development Parcel | Other | Arlington, VA | — | $5,500 | $(53) | | Mar 23, 2023 | 4747 Bethesda Avenue (80% interest) | Commercial | Bethesda, MD | 40,053 sq ft | $196,000 (gross valuation $245,000) | N/A | | Sep 20, 2023 | Falkland Chase-South & West and Falkland Chase-North | Multifamily | Silver Spring, MD | 438 units | $95,000 | $1,208 | - As of September 30, 2023, 5 M Street Southwest (665 sq ft estimated potential development density) was held for sale at **$28.3 million** and was sold on October 4, 2023, for **$29.5 million**[41](index=41&type=chunk)[42](index=42&type=chunk) [4. Investments in Unconsolidated Real Estate Ventures](index=18&type=section&id=4.%20Investments%20in%20Unconsolidated%20Real%20Estate%20Ventures) The company holds investments in unconsolidated real estate ventures, primarily with Prudential Global Investment Management and J.P. Morgan Global Alternatives. Total investments slightly decreased, and an impairment loss was recognized for a commercial asset. One venture disposed of an asset, Stonebridge at Potomac Town Center, generating a gain | Real Estate Venture Partner | Effective Ownership Interest | Sep 30, 2023 (in thousands) | Dec 31, 2022 (in thousands) | | :-------------------------- | :--------------------------- | :-------------------------- | :-------------------------- | | Prudential Global Investment Management | 50.0% | $196,389 | $203,529 | | J.P. Morgan Global Alternatives | 50.0% | $69,860 | $64,803 | | 4747 Bethesda Venture | 20.0% | $13,349 | $0 | | Total investments in unconsolidated real estate ventures | N/A | $296,397 | $299,881 | - An impairment loss of **$3.3 million** associated with a commercial asset in Washington, D.C. (CBREI Venture) was included in 'Loss from unconsolidated real estate ventures, net' for the three and nine months ended September 30, 2023[46](index=46&type=chunk) - Unconsolidated real estate ventures disposed of Stonebridge at Potomac Town Center on August 24, 2023, for a gross sales price of **$172.5 million**, resulting in a proportionate share of aggregate gain of **$641,000**[51](index=51&type=chunk) [5. Variable Interest Entities](index=20&type=section&id=5.%20Variable%20Interest%20Entities) The company evaluates entities for consolidation as Variable Interest Entities (VIEs). JBG SMITH LP is the most significant consolidated VIE, with JBG SMITH holding 87.7% interest and acting as the general partner. Two other VIEs (1900 Crystal Drive and 2000/2001 South Bell Street) were also consolidated - JBG SMITH LP is the most significant consolidated VIE, with JBG SMITH holding an **87.7%** limited partnership interest and exercising full responsibility, discretion, and control as the general partner[58](index=58&type=chunk) - As of September 30, 2023, two other VIEs (1900 Crystal Drive and 2000/2001 South Bell Street) were consolidated, with total assets of **$456.1 million** and liabilities of **$245.1 million**[59](index=59&type=chunk) - The company also has interests in unconsolidated VIEs, where its maximum loss exposure is limited to investments, construction commitments, and debt guarantees, with net carrying amounts of **$85.9 million** as of September 30, 2023[57](index=57&type=chunk) [6. Other Assets, Net](index=21&type=section&id=6.%20Other%20Assets,%20Net) Total other assets, net, significantly increased from December 31, 2022, to September 30, 2023, primarily due to increases in derivative financial instruments at fair value, deferred financing costs, and operating lease right-of-use assets | Other Assets, Net (in thousands) | Sep 30, 2023 | Dec 31, 2022 | Change | | :------------------------------- | :----------- | :----------- | :----- | | Total other assets, net | $217,903 | $117,028 | 86.2% | | Derivative financial instruments, at fair value | $79,421 | $61,622 | 28.9% | | Deferred financing costs, net | $12,732 | $5,516 | 130.8% | | Operating lease right-of-use assets | $61,122 | $1,383 | 4320.9%| [7. Debt](index=21&type=section&id=7.%20Debt) Total mortgage loans decreased, while term loans increased, reflecting a shift in the company's debt structure. The company entered into a new loan facility and repaid existing mortgage loans, and amended its revolving credit facility to reduce capacity and extend maturity | Debt Type (in thousands) | Sep 30, 2023 | Dec 31, 2022 | Change | Weighted Average Effective Interest Rate (Sep 30, 2023) | | :----------------------- | :----------- | :----------- | :----- | :------------------------------------------------------ | | Mortgage loans | $1,741,410 | $1,901,875 | (8.5%) | 5.16% (variable: 6.16%, fixed: 4.78%) | | Revolving credit facility| $92,000 | $0 | N/A | 6.71% | | Term loans | $720,000 | $550,000 | 30.9% | 2.60% (Tranche A-1), 3.53% (Tranche A-2), 5.26% (2023) | - Entered into a **$187.6 million** loan facility in January 2023, collateralized by The Wren and F1RST Residences, with a fixed interest rate of **5.13%**, partially used to repay the **$131.5 million** mortgage loan collateralized by 2121 Crystal Drive[66](index=66&type=chunk) - Revolving credit facility amended in June 2023 to reduce borrowing capacity from **$1.0 billion** to **$750.0 million** and extend the maturity date from January 2025 to June 2027[69](index=69&type=chunk) [8. Other Liabilities, Net](index=25&type=section&id=8.%20Other%20Liabilities,%20Net) Total other liabilities, net, increased from December 31, 2022, to September 30, 2023, primarily due to a significant increase in liabilities related to operating lease right-of-use assets and derivative financial instruments, while deferred purchase price was fully paid | Other Liabilities, Net (in thousands) | Sep 30, 2023 | Dec 31, 2022 | Change | | :------------------------------------ | :----------- | :----------- | :----- | | Total other liabilities, net | $145,550 | $132,710 | 9.7% | | Liabilities related to operating lease right-of-use assets | $65,198 | $5,308 | 1128.4%| | Derivative financial instruments, at fair value | $9,242 | $0 | N/A | | Deferred purchase price related to the acquisition of a development parcel | $0 | $19,447 | (100%) | [9. Redeemable Noncontrolling Interests](index=25&type=section&id=9.%20Redeemable%20Noncontrolling%20Interests) Redeemable noncontrolling interests decreased, primarily due to redemptions of OP Units for common shares and adjustments to redemption value, partially offset by share-based compensation expense - As of September 30, 2023, outstanding OP Units and redeemable LTIP Units totaled **13.7 million**, representing a **12.3%** ownership interest in JBG SMITH LP[77](index=77&type=chunk) - During the nine months ended September 30, 2023, unitholders redeemed **2.1 million** OP Units, which the company elected to redeem for an equivalent number of common shares[77](index=77&type=chunk) | Metric (in thousands) | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :-------------------- | :-------------------------- | :-------------------------- | | Balance, beginning of period | $481,310 | $522,725 | | Redemptions | $(33,757) | $(12,667) | | Share-based compensation expense | $25,152 | $31,107 | | Adjustment to redemption value | $(20,844) | $(72,175) | | Balance, end of period | $444,361 | $491,479 | [10. Property Rental Revenue](index=27&type=section&id=10.%20Property%20Rental%20Revenue) Property rental revenue remained relatively stable for the three months ended September 30, 2023, compared to the prior year, but saw a slight decrease for the nine-month period | Property Rental Revenue (in thousands) | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Fixed | $110,333 | $109,193 | $331,528 | $335,328 | | Variable | $9,961 | $10,618 | $33,391 | $33,117 | | Total Property rental revenue | $120,294 | $119,811 | $364,919 | $368,445 | [11. Share-Based Payments](index=27&type=section&id=11.%20Share-Based%20Payments) The company granted various share-based awards, including Time-Based LTIP Units, fully vested LTIP Units, performance-based AO LTIP Units, and Time-Based RSUs, during the nine months ended September 30, 2023. Total share-based compensation expense decreased for both the three and nine-month periods compared to the prior year - Granted **979,138** Time-Based LTIP Units (weighted average fair value **$17.56**/unit) and **280,342** fully vested LTIP Units (fair value **$15.90**/unit) to employees during the nine months ended September 30, 2023[81](index=81&type=chunk)[82](index=82&type=chunk) - Granted **1.7 million** performance-based AO LTIP Units (fair value **$3.73**/unit) and **78,681** Time-Based RSUs (fair value **$18.94**/unit) to employees in January 2023[85](index=85&type=chunk)[88](index=88&type=chunk) | Share-Based Compensation Expense (in thousands) | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :---------------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Total share-based compensation expense | $6,915 | $7,624 | $28,862 | $35,346 | | Less: amount capitalized | $(418) | $(675) | $(1,851) | $(3,022) | | Share-based compensation expense | $6,497 | $6,949 | $27,011 | $32,324 | [12. Transaction and Other Costs](index=31&type=section&id=12.%20Transaction%20and%20Other%20Costs) Transaction and other costs increased for both the three and nine months ended September 30, 2023, primarily driven by higher severance and demolition costs for the nine-month period | Transaction and Other Costs (in thousands) | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :--------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Completed, potential and pursued transaction expenses | $622 | $600 | $896 | $2,186 | | Severance and other costs | $1,033 | $1,146 | $4,280 | $2,018 | | Demolition costs | $175 | $0 | $2,618 | $428 | | Total Transaction and other costs | $1,830 | $1,746 | $7,794 | $4,632 | [13. Interest Expense](index=31&type=section&id=13.%20Interest%20Expense) Interest expense significantly increased for both the three and nine months ended September 30, 2023, primarily due to higher outstanding debt, rising interest rates on variable rate mortgage loans, and a decrease related to mark-to-market adjustments on ineffective interest rate caps | Interest Expense (in thousands) | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Interest expense before capitalized interest | $30,229 | $22,801 | $85,942 | $60,100 | | Amortization of deferred financing costs | $3,381 | $1,118 | $6,011 | $3,369 | | Net (gain) loss on derivative financial instruments designated as ineffective hedges | $1,742 (loss) | $(3,099) (gain) | $7,383 (loss) | $(8,493) (gain) | | Capitalized interest | $(7,219) | $(2,888) | $(18,756) | $(6,816) | | Total Interest expense | $27,903 | $17,932 | $80,580 | $50,251 | [14. Shareholders' Equity and Earnings (Loss) Per Common Share](index=31&type=section&id=14.%20Shareholders'%20Equity%20and%20Earnings%20(Loss)%20Per%20Common%20Share) The Board of Trustees increased the common share repurchase authorization to **$1.5 billion** in May 2023. The company repurchased a significant number of common shares during the period. Basic and diluted earnings per common share showed a loss for both periods in 2023, worsening from the prior year - The Board of Trustees increased the common share repurchase authorization to **$1.5 billion** in May 2023[95](index=95&type=chunk) | Common Shares Repurchased | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Shares Repurchased (millions) | 7.9 | 2.3 | 18.4 | 14.2 | | Cost (millions) | $120.8 | $54.0 | $276.7 | $361.0 | | Weighted Average Price Per Share | $15.24 | $23.35 | $14.98 | $25.49 | | Earnings (Loss) Per Common Share | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net income (loss) attributable to common shareholders | $(58,007) | $(19,293) | $(47,381) | $103,950 | | EPS - Basic and Diluted | $(0.58) | $(0.17) | $(0.45) | $0.86 | [15. Fair Value Measurements](index=33&type=section&id=15.%20Fair%20Value%20Measurements) The company uses derivative financial instruments (interest rate swaps and caps) to manage interest rate risk, measured at fair value on a recurring basis, primarily classified as Level 2. An impairment loss of **$59.3 million** was recognized on certain real estate assets, classified as Level 3, due to a write-down to estimated fair value - Derivative financial instruments (interest rate swaps and caps) are measured at fair value on a recurring basis, with a net unrealized gain of **$59.7 million** as of September 30, 2023, designated as effective hedges and classified within Level 2 of the valuation hierarchy[101](index=101&type=chunk)[103](index=103&type=chunk) - An impairment loss of **$59.3 million** was recognized for 2101 L Street, 2100 Crystal Drive, and a development parcel, written down to an estimated aggregate fair value of **$148.9 million** (Level 3) and **$11.3 million** (Level 2) respectively, for the three and nine months ended September 30, 2023[107](index=107&type=chunk) - The estimated fair value of consolidated debt (mortgage loans, revolving credit facility, and term loans) was **$2.5 billion** as of September 30, 2023, determined using Level 2 inputs[109](index=109&type=chunk)[110](index=110&type=chunk) [16. Segment Information](index=35&type=section&id=16.%20Segment%20Information) The company operates in three reportable segments: multifamily, commercial, and third-party asset management and real estate services. Consolidated NOI remained stable for the three months ended September 30, 2023, but increased for the nine-month period, with multifamily showing growth and commercial experiencing declines - JBG SMITH operates in three reportable segments: multifamily, commercial, and third-party asset management and real estate services[111](index=111&type=chunk) | Consolidated NOI (in thousands) | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Commercial | $41,174 | $46,362 | $131,157 | $147,464 | | Multifamily | $27,749 | $24,468 | $83,516 | $70,999 | | Other | $3,992 | $2,057 | $10,909 | $2,552 | | Total Consolidated NOI | $72,915 | $72,887 | $225,582 | $221,015 | - Commercial segment NOI decreased by **11.2%** for the three months and **11.1%** for the nine months ended September 30, 2023, primarily due to disposed properties and lower occupancy/rents[215](index=215&type=chunk)[217](index=217&type=chunk) - Multifamily segment NOI increased by **13.4%** for the three months and **17.6%** for the nine months ended September 30, 2023, driven by the consolidation of Atlantic Plumbing and 8001 Woodmont, and higher occupancy/rents[216](index=216&type=chunk)[218](index=218&type=chunk) [17. Commitments and Contingencies](index=40&type=section&id=17.%20Commitments%20and%20Contingencies) The company has various commitments including **$230.5 million** for assets under construction, **$47.7 million** in tenant-related obligations, and **$63.0 million** in capital commitments and guarantees to unconsolidated real estate ventures. Environmental liabilities remain at **$18.0 million** - As of September 30, 2023, **$230.5 million** is required to complete assets under construction, anticipated over the next two years[124](index=124&type=chunk) - Committed tenant-related obligations totaled **$47.7 million** as of September 30, 2023 (**$46.3 million** related to consolidated entities and **$1.4 million** related to unconsolidated real estate ventures at the company's share)[126](index=126&type=chunk) - Additional capital commitments and recorded guarantees to unconsolidated real estate ventures and other investments totaled **$63.0 million** as of September 30, 2023[129](index=129&type=chunk) - Environmental liabilities totaled **$18.0 million** as of September 30, 2023 and December 31, 2022[125](index=125&type=chunk) [18. Transactions with Related Parties](index=42&type=section&id=18.%20Transactions%20with%20Related%20Parties) The company provides fee-based real estate services to related parties, including the Washington Housing Initiative (WHI) Impact Pool and JBG Legacy Funds, generating **$4.8 million** and **$15.7 million** in revenue for the three and nine months ended September 30, 2023, respectively - Third-party real estate services revenue, including expense reimbursements, from the JBG Legacy Funds and the WHI Impact Pool and its affiliates was **$4.8 million** for the three months and **$15.7 million** for the nine months ended September 30, 2023[136](index=136&type=chunk) - Incurred **$1.6 million** and **$3.4 million** of rent expense for corporate offices leased from an unconsolidated real estate venture for the three and nine months ended September 30, 2023[137](index=137&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=44&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations, including an overview of its business, strategic outlook, detailed analysis of operating results by segment, and a discussion of liquidity and capital resources. It highlights key financial performance metrics, recent transactions, and future plans [Organization and Basis of Presentation](index=44&type=section&id=Organization%20and%20Basis%20of%20Presentation) JBG SMITH is a Maryland REIT focused on mixed-use properties in the Washington, D.C. area, particularly National Landing, operating primarily through JBG SMITH LP. The financial statements are prepared under GAAP, and the company maintains REIT status - JBG SMITH Properties is a Maryland real estate investment trust (REIT) that owns, operates, invests in, and develops mixed-use properties in high growth and high barrier-to-entry submarkets in and around Washington, D.C., with approximately two-thirds of its holdings in the National Landing submarket[141](index=141&type=chunk) - The company has elected to be taxed as a REIT and intends to adhere to requirements, including distributing at least **90%** of its REIT taxable income as dividends to shareholders each year[147](index=147&type=chunk) - Operating segments are aggregated into multifamily, commercial, and third-party asset management and real estate services based on economic characteristics and nature of assets/services[148](index=148&type=chunk) [Overview](index=48&type=section&id=Overview) As of September 30, 2023, the company's operating portfolio consisted of **48 assets**, with two multifamily assets under construction and **20 assets** in the development pipeline. The company continues its Placemaking strategies in National Landing, including the delivery of new Amazon office buildings and digital infrastructure investments - As of September 30, 2023, the Operating Portfolio consisted of **48 operating assets** (30 commercial, 16 multifamily, 2 wholly owned land assets), **2 under-construction multifamily assets** (1,583 units), and **20 assets in the development pipeline** (12.5 million sq ft estimated potential development density)[152](index=152&type=chunk) - Completed construction of two new office buildings for Amazon in National Landing (**2.1 million sq ft**) in Q2 2023, with Amazon taking occupancy in June 2023[154](index=154&type=chunk) - Advancing efforts to make National Landing among the first 5G-operable submarkets in the nation through digital infrastructure investments[153](index=153&type=chunk) [Outlook](index=48&type=section&id=Outlook) The company's strategy focuses on active capital allocation to maximize long-term NAV per share, including opportunistic asset sales, recapitalizations, and investments in share repurchases and development projects. The goal is to shift the portfolio to majority multifamily, though curbed lending activity has slowed asset sales - Strategy focuses on active capital allocation to maximize long-term net asset value (NAV) per share through development, acquisition, disposition, share repurchases, and other investment decisions[155](index=155&type=chunk) - Intends to opportunistically sell or recapitalize assets and land sites to redeploy proceeds into share repurchases, new acquisitions with higher cash yields, and development projects, aiming to further advance the strategic shift of the portfolio to majority multifamily[155](index=155&type=chunk) - Office portfolio occupancy as of September 30, 2023, increased by **40 basis points** to **84.4%** compared to June 30, 2023, with **434,000 square feet** of office leases executed in Q3 2023, approximately **88%** in National Landing[156](index=156&type=chunk) - Multifamily portfolio occupancy as of September 30, 2023, increased by **190 basis points** to **95.6%** compared to June 30, 2023, with gross rents increasing by **4.8%** upon renewal and a **55.2%** renewal rate[157](index=157&type=chunk) [Operating Results](index=50&type=section&id=Operating%20Results) The company experienced a net loss attributable to common shareholders for both the three and nine months ended September 30, 2023, primarily due to a significant impairment loss. Third-party real estate services revenue increased, and same-store NOI showed modest growth | Metric | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :---------------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net loss attributable to common shareholders | $(58.0) million | $(19.3) million | $(47.4) million | $104.0 million | | EPS - diluted common share | $(0.58) | $(0.17) | $(0.45) | $0.86 | | Third-party real estate services revenue, including reimbursements | $23.9 million | $21.8 million | $69.6 million | $68.0 million | | Same store NOI increase | 3.7% | N/A | 0.5% | N/A | - Investing and financing activities during the nine months ended September 30, 2023, included the sale of Falkland Chase-South & West/North, the sale of an **80.0%** interest in 4747 Bethesda Avenue, a new **$187.6 million** loan facility, and the repurchase and retirement of **18.4 million** common shares for **$276.7 million**[160](index=160&type=chunk)[167](index=167&type=chunk) [Comparison of the Three Months Ended September 30, 2023 to 2022](index=53&type=section&id=Comparison%20of%20the%20Three%20Months%20Ended%20September%2030,%202023%20to%202022) For the three months ended September 30, 2023, property rental revenue slightly increased due to multifamily growth offsetting commercial declines. Third-party real estate services revenue increased, but interest expense and an impairment loss significantly impacted net results | Metric (in thousands) | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | % Change | | :-------------------- | :-------------------------- | :-------------------------- | :------- | | Property rental revenue | $120,294 | $119,811 | 0.4% | | Third-party real estate services revenue, including reimbursements | $23,942 | $21,845 | 9.6% | | Interest expense | $27,903 | $17,932 | 55.6% | | Impairment loss | $59,307 | $0 | * | | Loss from unconsolidated real estate ventures, net | $2,263 | $13,867 | (83.7%) | | Interest and other income, net | $7,774 | $984 | 690.0% | - Property rental revenue increased primarily due to a **$6.8 million** increase from multifamily assets (consolidation of Atlantic Plumbing and 8001 Woodmont, higher occupancy and rents), partially offset by a **$7.3 million** decrease from commercial assets (Disposed Properties, lower occupancy and rents)[169](index=169&type=chunk) - Interest and other income increased significantly due to a **$6.0 million** gain from litigation settlement in 2023 and a **$1.4 million** increase in interest income from outstanding cash balances[179](index=179&type=chunk) [Comparison of the Nine Months Ended September 30, 2023 to 2022](index=56&type=section&id=Comparison%20of%20the%20Nine%20Months%20Ended%20September%2030,%202023%20to%202022) For the nine months ended September 30, 2023, property rental revenue slightly decreased due to commercial asset dispositions, despite multifamily growth. Third-party real estate services revenue increased, but a substantial impairment loss and higher interest expense led to a net loss | Metric (in thousands) | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | % Change | | :-------------------- | :-------------------------- | :-------------------------- | :------- | | Property rental revenue | $364,919 | $368,445 | (1.0%) | | Third-party real estate services revenue, including reimbursements | $69,588 | $67,972 | 2.4% | | Interest expense | $80,580 | $50,251 | 60.4% | | Gain on the sale of real estate, net | $41,606 | $158,631 | (73.8%) | | Impairment loss | $59,307 | $0 | * | | Loss from unconsolidated real estate ventures, net | $1,320 | $12,829 | (89.7%) | - Property rental revenue decreased primarily due to a **$30.6 million** decrease from commercial assets (Disposed Properties, lower occupancy and rents), partially offset by a **$24.1 million** increase from multifamily assets (consolidation of Atlantic Plumbing and 8001 Woodmont, higher occupancy and rents)[184](index=184&type=chunk) - Interest expense increased by approximately **$30.3 million**, primarily due to higher outstanding debt, a **$15.9 million** decrease related to mark-to-market associated with ineffective interest rate caps, and a **$10.8 million** increase related to rising interest rates on variable rate mortgage loans[194](index=194&type=chunk) [FFO](index=58&type=section&id=FFO) Funds From Operations (FFO) attributable to common shareholders decreased for both the three and nine months ended September 30, 2023, compared to the prior year, reflecting the impact of net losses and impairment - FFO is a non-GAAP financial measure computed in accordance with Nareit's definition, excluding real estate depreciation and amortization, gains/losses from asset sales, and impairment write-downs of certain real estate assets[196](index=196&type=chunk)[198](index=198&type=chunk) | FFO (in thousands) | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :----------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net income (loss) attributable to common shareholders | $(58,007) | $(19,293) | $(47,381) | $103,950 | | Real estate depreciation and amortization | $48,568 | $47,840 | $147,681 | $150,599 | | Real estate impairment loss | $59,307 | $0 | $59,307 | $0 | | FFO attributable to common shareholders | $40,098 | $40,096 | $106,523 | $124,957 | [NOI and Same Store NOI](index=60&type=section&id=NOI%20and%20Same%20Store%20NOI) Consolidated Net Operating Income (NOI) remained stable for the three months ended September 30, 2023, and increased for the nine-month period. Same Store NOI showed a **3.7%** increase for the three months and a **0.5%** increase for the nine months, driven by multifamily performance and parking revenue - NOI is a non-GAAP financial measure reflecting property-related revenue (base rent, tenant reimbursements, other operating revenue, net of free rent and assumed lease liabilities) less operating expenses and ground rent[200](index=200&type=chunk) | NOI (in thousands) | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :----------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Consolidated NOI | $72,915 | $72,887 | $225,582 | $221,015 | | Same store NOI | $76,858 | $74,128 | $225,890 | $224,819 | | Change in same store NOI | 3.7% | N/A | 0.5% | N/A | - The increase in same store NOI for the three months ended September 30, 2023, was substantially attributable to higher occupancy and rents in the multifamily portfolio and higher parking revenue in the commercial portfolio, partially offset by higher concessions and operating expenses[203](index=203&type=chunk) [Reportable Segments](index=63&type=section&id=Reportable%20Segments) The commercial segment experienced decreases in property revenue and consolidated NOI for both periods, while the multifamily segment showed significant increases in both metrics, driven by acquisitions and higher occupancy/rents | Segment Consolidated NOI (in thousands) | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :-------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Commercial | $41,174 | $46,362 | $131,157 | $147,464 | | Multifamily | $27,749 | $24,468 | $83,516 | $70,999 | - Commercial property revenue decreased by **9.1%** (three months) and **12.3%** (nine months), and consolidated NOI decreased by **11.2%** (three months) and **11.1%** (nine months), primarily due to Disposed Properties and lower occupancy and rents[215](index=215&type=chunk)[217](index=217&type=chunk) - Multifamily property revenue increased by **14.9%** (three months) and **18.5%** (nine months), and consolidated NOI increased by **13.4%** (three months) and **17.6%** (nine months), primarily due to the consolidation of Atlantic Plumbing and 8001 Woodmont, and higher occupancy and rents[216](index=216&type=chunk)[218](index=218&type=chunk) [Liquidity and Capital Resources](index=68&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is primarily from property rental income, third-party real estate services, and financing activities. Cash and cash equivalents decreased significantly, with net cash used in investing and financing activities. The company expects to fund future cash requirements through operations, financings, asset sales, and existing cash - Property rental income is the primary source of operating cash flow, supplemented by third-party asset management and real estate services[220](index=220&type=chunk) - Cash and cash equivalents, and restricted cash decreased **$105.3 million** to **$168.8 million** as of September 30, 2023, compared to **$274.1 million** as of December 31, 2022[243](index=243&type=chunk) - The company anticipates that cash flows from continuing operations, proceeds from financings, asset sales, recapitalizations, and existing cash balances will be adequate to fund business operations, debt amortization, capital expenditures, dividends, and distributions over the next 12 months[220](index=220&type=chunk) [Mortgage Loans](index=68&type=section&id=Mortgage%20Loans) Mortgage loans decreased by **8.5%** to **$1.74 billion** as of September 30, 2023. The company entered into a new **$187.6 million** loan facility and repaid **$142.4 million** in mortgage loans during the nine months ended September 30, 2023 | Mortgage Loans (in thousands) | Sep 30, 2023 | Dec 31, 2022 | Change | | :---------------------------- | :----------- | :----------- | :----- | | Mortgage loans | $1,741,410 | $1,901,875 | (8.5%) | | Weighted Average Effective Interest Rate (Sep 30, 2023) | 5.16% | 4.78% | N/A | - In January 2023, the company entered into a **$187.6 million** loan facility, collateralized by The Wren and F1RST Residences, with a fixed interest rate of **5.13%**[224](index=224&type=chunk) - In June 2023, the company repaid **$142.4 million** in mortgage loans collateralized by Falkland Chase-South & West and 800 North Glebe Road[225](index=225&type=chunk) [Revolving Credit Facility and Term Loans](index=70&type=section&id=Revolving%20Credit%20Facility%20and%20Term%20Loans) The company's unsecured revolving credit facility and term loans totaled **$1.5 billion** as of September 30, 2023. The revolving credit facility was amended to reduce capacity and extend maturity, and a new **$120.0 million** term loan was entered into - As of September 30, 2023, unsecured revolving credit facility and term loans totaled **$1.5 billion**, comprising a **$750.0 million** revolving credit facility, a **$200.0 million** Tranche A-1 Term Loan, a **$400.0 million** Tranche A-2 Term Loan, and a **$120.0 million** 2023 Term Loan[226](index=226&type=chunk) - Effective June 29, 2023, the revolving credit facility was amended to reduce borrowing capacity from **$1.0 billion** to **$750.0 million** and extend the maturity date from January 2025 to June 2027[227](index=227&type=chunk) - On June 29, 2023, the company entered into a **$120.0 million** term loan maturing in June 2028, with an interest rate fixed at **4.01%** through an interest rate swap[228](index=228&type=chunk) [Common Shares Repurchased](index=70&type=section&id=Common%20Shares%20Repurchased) The Board of Trustees increased the common share repurchase authorization to **$1.5 billion** in May 2023. The company repurchased **18.4 million** common shares for **$276.7 million** during the nine months ended September 30, 2023, and an additional **2.0 million** shares for **$28.0 million** in Q4 2023 - The Board of Trustees increased the common share repurchase authorization to **$1.5 billion** in May 2023[233](index=233&type=chunk) | Common Shares Repurchased | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :------------------------ | :-------------------------- | :-------------------------- | | Shares Repurchased (millions) | 18.4 | 14.2 | | Cost (millions) | $276.7 | $361.0 | | Weighted Average Price Per Share | $14.98 | $25.49 | - During the fourth quarter of 2023, through the date of filing, the company repurchased and retired an additional **2.0 million** common shares for **$28.0 million**[237](index=237&type=chunk) [Material Cash Requirements](index=72&type=section&id=Material%20Cash%20Requirements) Material cash requirements include normal operating expenses, debt service, capital expenditures (**$47.7 million** in tenant-related obligations), and development expenditures (**$230.5 million** for assets under construction). These are expected to be funded by cash, operations, financings, and asset sales - Material cash requirements include **$121.3 million** in consolidated debt maturing through 2024, **$47.7 million** in committed tenant-related obligations, and **$230.5 million** for assets under construction[239](index=239&type=chunk) - Expected funding sources include **$130.5 million** in cash and cash equivalents, cash flows from operations, distributions from real estate ventures, **$657.5 million** of availability under the revolving credit facility, and proceeds from financings, asset sales, and recapitalizations[240](index=240&type=chunk) [Summary of Cash Flows](index=74&type=section&id=Summary%20of%20Cash%20Flows) For the nine months ended September 30, 2023, net cash provided by operating activities decreased, while investing activities shifted to a net cash outflow, and financing activities remained a net cash outflow, leading to an overall decrease in cash and restricted cash | Cash Flow Activity (in thousands) | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :-------------------------------- | :-------------------------- | :-------------------------- | | Net cash provided by operating activities | $114,893 | $130,366 | | Net cash (used in) provided by investing activities | $(123,240) | $674,402 | | Net cash used in financing activities | $(96,947) | $(634,994) | | Net (decrease) increase in cash and restricted cash | $(105,294) | $169,774 | - Net cash used in investing activities primarily comprised **$241.3 million** of development costs, construction in progress, and real estate additions, and **$24.3 million** of investments, partially offset by **$162.1 million** of proceeds from real estate sales[245](index=245&type=chunk) - Net cash used in financing activities primarily comprised **$280.1 million** of mortgage loan repayments, **$273.9 million** of common shares repurchased, and **$155.0 million** of revolving credit facility repayments, partially offset by **$287.6 million** of mortgage loan borrowings and **$247.0 million** of revolving credit facility borrowings[246](index=246&type=chunk) [Unconsolidated Real Estate Ventures](index=74&type=section&id=Unconsolidated%20Real%20Estate%20Ventures) The company holds **$296.4 million** in investments in unconsolidated real estate ventures, for which it exercises significant influence but not control. The company may provide guarantees for borrowings or development projects, with **$63.0 million** in capital commitments and guarantees as of September 30, 2023 - As of September 30, 2023, investments in unconsolidated real estate ventures totaled **$296.4 million**, accounted for using the equity method[248](index=248&type=chunk) - The company may agree to guarantee portions of principal, interest, and other amounts in connection with borrowings, provide environmental indemnifications, and nonrecourse carve-outs for unconsolidated real estate ventures[249](index=249&type=chunk) - As of September 30, 2023, additional capital commitments and certain recorded guarantees to unconsolidated real estate ventures and other investments totaled **$63.0 million**, with no debt principal payment guarantees[252](index=252&type=chunk) [Commitments and Contingencies](index=76&type=section&id=Commitments%20and%20Contingencies) The company has various commitments, including **$230.5 million** for construction, **$47.7 million** in tenant-related obligations, and **$8.3 million** in debt principal payment guarantees for consolidated entities. Legal actions are in the ordinary course of business and not expected to have a material adverse effect - As of September 30, 2023, assets under construction require an additional **$230.5 million** to complete, anticipated to be primarily expended over the next two years[256](index=256&type=chunk) - Committed tenant-related obligations totaled **$47.7 million** as of September 30, 2023 (**$46.3 million** related to consolidated entities and **$1.4 million** related to unconsolidated real estate ventures at the company's share)[257](index=257&type=chunk) - As of September 30, 2023, the aggregate amount of debt principal payment guarantees was **$8.3 million** for consolidated entities[259](index=259&type=chunk) - During the three months ended September 30, 2023, the company recognized a **$6.0 million** gain from the settlement of litigation[258](index=258&type=chunk) [Environmental Matters](index=78&type=section&id=Environmental%20Matters) The company is potentially liable for environmental remediation costs on its real estate assets under various laws. Environmental assessments have not revealed material contamination expected to have a material adverse effect, with environmental liabilities totaling **$18.0 million** - An owner of real estate is liable for the costs of removal or remediation of certain hazardous or toxic substances on that real estate, often without regard to knowledge or responsibility[262](index=262&type=chunk) - Environmental assessments did not reveal any material environmental contamination that is believed to have a material adverse effect on the overall business, financial condition, or results of operations[263](index=263&type=chunk) - Environmental liabilities totaled **$18.0 million** as of September 30, 2023 and December 31, 2022[263](index=263&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=79&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section details the company's exposure to market risks, primarily interest rate risk, and its strategies for managing these risks through hedging activities using derivative financial instruments [Interest Rate Risk](index=79&type=section&id=Interest%20Rate%20Risk) The company is exposed to interest rate fluctuations. As of September 30, 2023, variable rate mortgage loans and the revolving credit facility had an annual effect of **$1.445 million** and **$0.933 million**, respectively, for a **1%** change in base rates | Debt Type (contractual balances) | Sep 30, 2023 Balance (in thousands) | Weighted Average Effective Interest Rate (Sep 30, 2023) | Annual Effect of 1% Change in Base Rates (in thousands) | | :------------------------------- | :---------------------------------- | :------------------------------------------------------ | :------------------------------------------------------ | | Variable rate mortgage loans | $550,048 | 6.16% | $1,445 | | Revolving credit facility | $92,000 | 6.71% | $933 | | Variable rate debt of unconsolidated real estate ventures | $48,867 | 5.88% | $82 | - The estimated fair value of consolidated debt was **$2.5 billion** as of September 30, 2023, and **$2.4 billion** as of December 31, 2022[267](index=267&type=chunk) [Hedging Activities](index=79&type=section&id=Hedging%20Activities) The company uses derivative financial instruments, primarily interest rate swaps and caps, to manage interest rate risk. These are designated as either effective or ineffective hedges, with fair values recorded in accumulated other comprehensive income or interest expense, respectively - The company uses derivative financial instruments, consisting of interest rate swap and cap agreements, to manage or hedge its exposure to interest rate risk[270](index=270&type=chunk) - As of September 30, 2023, derivative financial instruments designated as effective hedges had an aggregate notional value of **$1.9 billion** and a fair value of **$69.5 million** (assets)[272](index=272&type=chunk) - As of September 30, 2023, derivative financial instruments designated as ineffective hedges had an aggregate notional value of **$642.7 million**, with fair values of **$9.9 million** (assets) and **$9.2 million** (liabilities)[273](index=273&type=chunk) [Item 4. Controls and Procedures](index=81&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of the company's disclosure controls and procedures and states that there have been no material changes in internal control over financial reporting during the quarter [Evaluation of Disclosure Controls and Procedures](index=81&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of September 30, 2023 - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of September 30, 2023[274](index=274&type=chunk) [Changes in Internal Control over Financial Reporting](index=81&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) There have been no material changes in the company's internal control over financial reporting during the quarter ended September 30, 2023 - There have been no changes in the company's internal control over financial reporting during the quarter ended September 30, 2023, that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting[275](index=275&type=chunk) PART II – OTHER INFORMATION [Item 1. Legal Proceedings](index=81&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal actions in the ordinary course of business, but the outcome is not expected to have a material adverse effect on its financial position, results of operations, or cash flows - The outcome of legal actions arising in the ordinary course of business is not expected to have a material adverse effect on the company's financial position, results of operations, or cash flows[276](index=276&type=chunk) [Item 1A. Risk Factors](index=81&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report - There have been no material changes to the risk factors previously disclosed in the company's Annual Report[277](index=277&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=83&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased **7.9 million** common shares for **$120.8 million** during the three months ended September 30, 2023, and **18.4 million** shares for **$276.7 million** during the nine months, under a program authorized up to **$1.5 billion** | Period | Total Number Of Common Shares Purchased | Average Price Paid Per Common Share | | :-------------------------------------- | :------------------------------------ | :---------------------------------- | | July 1, 2023 - July 31, 2023 | 1,718,829 | $15.96 | | August 1, 2023 - August 31, 2023 | 5,144,097 | $15.08 | | September 1, 2023 - September 30, 2023 | 1,056,791 | $14.83 | | Total for the three months ended Sep 30, 2023 | 7,919,717 | $15.24 | | Total for the nine months ended Sep 30, 2023 | 18,445,875 | $14.98 | | Program total since inception in March 2020 | 41,743,284 | $21.54 | - The Board of Trustees increased the common share repurchase authorization to **$1.5 billion** in May 2023[280](index=280&type=chunk) [Item 3. Defaults Upon Senior Securities](index=83&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities - No defaults upon senior securities[281](index=281&type=chunk) [Item 4. Mine Safety Disclosures](index=83&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[282](index=282&type=chunk) [Item 5. Other Information](index=83&type=section&id=Item%205.%20Other%20Information) No officers or trustees adopted or terminated any Rule 10b5-1 trading arrangements during the three months ended September 30, 2023 - None of the officers or trustees adopted or terminated any contract, instruction, or written plan for the purchase or sale of securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any 'non-Rule 10b5-1 trading arrangement' during the three months ended September 30, 2023[283](index=283&type=chunk) [Item 6. Exhibits](index=85&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including the Declaration of Trust, Bylaws, Credit Agreement amendments, and certifications - Includes Declaration of Trust, Bylaws, Credit Agreement amendments, and certifications (CEO/CFO) as exhibits[284](index=284&type=chunk)[285](index=285&type=chunk) [Signatures](index=86&type=section&id=Signatures) The report was signed on November 7, 2023, by M. Moina Banerjee, Chief Financial Officer, and Angela Valdes, Chief Accounting Officer - The report was signed on November 7, 2023, by M. Moina Banerjee, Chief Financial Officer, and Angela Valdes, Chief Accounting Officer[289](index=289&type=chunk)[290](index=290&type=chunk) ```

[PART I – FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The unaudited condensed consolidated financial statements detail the company's financial position and performance [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets and equity decreased from year-end 2022, driven by lower cash and real estate values Condensed Consolidated Balance Sheet Highlights (In thousands) | Metric | June 30, 2023 | December 31, 2022 | Change | | :--- | :--- | :--- | :--- | | Total Assets | $5,783,602 | $5,903,438 | $(119,836) | | Real estate, net | $4,740,894 | $4,823,082 | $(82,188) | | Cash and cash equivalents | $156,639 | $241,098 | $(84,459) | | Mortgage loans, net | $1,689,207 | $1,890,174 | $(200,967) | | Term loans, net | $716,757 | $547,072 | $169,685 | | Total Liabilities | $2,736,734 | $2,708,016 | $28,718 | | Total Equity | $2,590,982 | $2,714,112 | $(123,130) | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Net income and EPS declined significantly year-over-year due to lower real estate sale gains and higher interest expense Condensed Consolidated Statements of Operations Highlights (In thousands, except per share data) | Metric | 3 Months Ended June 30, 2023 | 3 Months Ended June 30, 2022 | % Change (YoY) | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | % Change (YoY) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Total revenue | $152,095 | $145,505 | 4.5% | $305,057 | $307,470 | (0.8%) | | Total expenses | $140,244 | $142,359 | (1.5%) | $287,280 | $305,258 | (5.9%) | | Interest expense | $25,835 | $16,041 | 61.1% | $52,677 | $32,319 | 63.0% | | Gain on the sale of real estate, net | $0 | $158,767 | (100.0%) | $40,700 | $158,631 | (74.3%) | | Net income (loss) | $(12,254) | $141,494 | (108.7%) | $12,056 | $141,417 | (91.5%) | | Net income (loss) attributable to common shareholders | $(10,545) | $123,275 | (108.6%) | $10,626 | $123,243 | (91.4%) | | Earnings (loss) per common share - basic and diluted | $(0.10) | $1.02 | (109.8%) | $0.09 | $0.99 | (90.9%) | [Condensed Consolidated Statements of Comprehensive Income](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) Comprehensive income decreased significantly year-over-year, reflecting lower net income Condensed Consolidated Statements of Comprehensive Income Highlights (In thousands) | Metric | 3 Months Ended June 30, 2023 | 3 Months Ended June 30, 2022 | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Net income (loss) | $(12,254) | $141,494 | $12,056 | $141,417 | | Change in fair value of derivative financial instruments | $21,789 | $7,225 | $12,820 | $32,320 | | Total other comprehensive income (loss) | $14,255 | $10,016 | $(2,530) | $38,867 | | Comprehensive income attributable to JBG SMITH Properties | $910 | $131,980 | $8,473 | $157,833 | [Condensed Consolidated Statements of Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Equity) Total equity declined due to net losses, share repurchases, and dividends Condensed Consolidated Statements of Equity Highlights (In thousands) | Metric | June 30, 2023 | December 31, 2022 | Change | | :--- | :--- | :--- | :--- | | Total equity | $2,590,982 | $2,714,112 | $(123,130) | Key Activities Affecting Equity (Six Months Ended June 30) | Activity | 2023 (In thousands) | 2022 (In thousands) | | :--- | :--- | :--- | | Net income (loss) attributable to common shareholders | $10,626 | $123,243 | | Common shares repurchased | $(155,845) | $(307,039) | | Dividends declared on common shares | $(23,803) | $(27,658) | | Total other comprehensive income (loss) | $(2,530) | $38,867 | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow decreased while investing activities became a net cash user due to lower asset sales Condensed Consolidated Statements of Cash Flows Highlights (Six Months Ended June 30, In thousands) | Metric | 2023 | 2022 | Change | | :--- | :--- | :--- | :--- | | Net cash provided by operating activities | $89,431 | $107,649 | $(18,218) | | Net cash (used in) provided by investing activities | $(135,500) | $785,304 | $(920,804) | | Net cash used in financing activities | $(25,160) | $(819,930) | $794,770 | | Net (decrease) increase in cash and cash equivalents, and restricted cash | $(71,229) | $73,023 | $(144,252) | | Cash and cash equivalents, and restricted cash, end of period | $202,844 | $375,118 | $(172,274) | - Investing activities shifted from a net cash provider in 2022 to a net cash user in 2023, primarily due to a significant decrease in proceeds from the sale of real estate (**$69.0 million** in 2023 vs **$923.1 million** in 2022) and increased development costs, construction in progress, and real estate additions (**$164.8 million** in 2023 vs **$128.1 million** in 2022)[20](index=20&type=chunk)[233](index=233&type=chunk) - Financing activities saw a substantial reduction in net cash used, from **$(819.9) million** in 2022 to **$(25.2) million** in 2023, driven by lower common share repurchases and increased borrowings under mortgage loans and term loans[20](index=20&type=chunk)[234](index=234&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail accounting policies, asset sales, debt structure, and commitments - JBG SMITH is a Maryland real estate investment trust (REIT) focused on mixed-use properties in the Washington, D.C. metropolitan area, with approximately **two-thirds of its holdings in the National Landing submarket**, anchored by Amazon's new headquarters and Virginia Tech's Innovation Campus[24](index=24&type=chunk)[130](index=130&type=chunk) - During the six months ended June 30, 2023, the company sold an **80.0% interest in 4747 Bethesda Avenue** for a gross sales price of **$196.0 million**, recognizing a gain of **$40.05 million**[39](index=39&type=chunk) - The company entered into a new **$187.6 million loan facility** collateralized by The Wren and F1RST Residences, which was used to repay a **$131.5 million** mortgage loan[61](index=61&type=chunk)[62](index=62&type=chunk)[212](index=212&type=chunk)[213](index=213&type=chunk) - The revolving credit facility was amended to reduce borrowing capacity from **$1.0 billion to $750.0 million**, extend maturity to June 2027, and adjust interest rates[64](index=64&type=chunk)[65](index=65&type=chunk)[217](index=217&type=chunk)[218](index=218&type=chunk) - As of June 30, 2023, all debt and hedging arrangements use **SOFR as a reference rate**, transitioning from LIBOR[222](index=222&type=chunk) - The company repurchased and retired **10.5 million common shares for $155.8 million** during the six months ended June 30, 2023, with the Board increasing the repurchase authorization to **$1.5 billion**[90](index=90&type=chunk)[223](index=223&type=chunk) - As of June 30, 2023, the company had **$284.7 million in construction commitments** for assets under construction and **$53.1 million in committed tenant-related obligations**[113](index=113&type=chunk)[115](index=115&type=chunk)[244](index=244&type=chunk)[245](index=245&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial condition, operating results, and strategic initiatives [Organization and Basis of Presentation](index=43&type=section&id=Organization%20and%20Basis%20of%20Presentation) JBG SMITH is a Maryland REIT focused on mixed-use properties in the Washington, D.C. area - JBG SMITH operates as a Maryland REIT, owning, operating, investing in, and developing mixed-use properties in high-growth submarkets around Washington, D.C., with approximately **two-thirds of its holdings in National Landing**[130](index=130&type=chunk) - The company's business is conducted primarily through JBG SMITH Properties LP, its operating partnership, where JBG SMITH holds an **88.1% ownership interest** as of June 30, 2023[24](index=24&type=chunk)[132](index=132&type=chunk) - Revenue is primarily derived from **multifamily and commercial leases**, and fee-based third-party asset management and real estate services[26](index=26&type=chunk)[131](index=131&type=chunk) - The company has elected to be taxed as a REIT and intends to maintain this status, distributing at least **90% of its REIT taxable income** as dividends[32](index=32&type=chunk)[135](index=135&type=chunk) [Overview](index=45&type=section&id=Overview) The company's operating portfolio includes 51 assets with a significant development pipeline in National Landing - As of June 30, 2023, the Operating Portfolio consisted of 51 operating assets: **31 commercial assets** (9.7 million sq ft), **18 multifamily assets** (6,756 units), and two wholly owned land assets[25](index=25&type=chunk)[140](index=140&type=chunk) - The company has **two under-construction multifamily assets** (1,583 units) and **20 assets in the development pipeline** (12.5 million sq ft of estimated potential development density)[25](index=25&type=chunk)[141](index=141&type=chunk) - JBG SMITH is implementing a **Placemaking strategy in National Landing**, including new developments, retail, public spaces, and deployment of next-generation public and private 5G digital infrastructure[142](index=142&type=chunk) - During Q2 2023, construction of **two new office buildings for Amazon** in National Landing (2.1 million sq ft) was completed, and Amazon took occupancy in June 2023[143](index=143&type=chunk) [Outlook](index=47&type=section&id=Outlook) The strategy focuses on capital allocation to maximize NAV, though asset sales have slowed and office occupancy has decreased - The company's strategy is to **maximize long-term net asset value (NAV) per share** through active capital allocation, including opportunistic sales or recapitalizations of assets and land sites[144](index=144&type=chunk) - Proceeds from asset sales are intended to fund **share repurchases, new acquisitions, and development projects**, advancing a strategic shift towards a majority multifamily portfolio[144](index=144&type=chunk) - **Curbed lending activity has significantly slowed the pace of asset sales**, a trend expected to continue through 2023[144](index=144&type=chunk) - **Office portfolio occupancy decreased by 120 basis points to 84.0%** as of June 30, 2023, compared to March 31, 2023[145](index=145&type=chunk) - The company anticipates **1.2 million square feet of office leases in National Landing expiring through 2024 will vacate**, with over half (678,000 sq ft) from Amazon[145](index=145&type=chunk) - **Multifamily portfolio occupancy increased by 80 basis points to 93.7%** as of June 30, 2023, with gross rents increasing by **7.5% on renewals**[147](index=147&type=chunk)[148](index=148&type=chunk) [Operating Results](index=48&type=section&id=Operating%20Results) Net income and EPS decreased significantly due to the absence of large real estate sale gains Operating Results Summary (In thousands, except per share data) | Metric | 3 Months Ended June 30, 2023 | 3 Months Ended June 30, 2022 | % Change (YoY) | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | % Change (YoY) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Net income (loss) attributable to common shareholders | $(10,545) | $123,275 | (108.6%) | $10,626 | $123,243 | (91.4%) | | EPS - Basic and Diluted | $(0.10) | $1.02 | (109.8%) | $0.09 | $0.99 | (90.9%) | | Property rental revenue | $120,592 | $117,036 | 3.0% | $244,625 | $248,634 | (1.6%) | | Third-party real estate services revenue, including reimbursements | $22,862 | $22,157 | 3.2% | $45,646 | $46,127 | (1.0%) | | Interest expense | $25,835 | $16,041 | 61.1% | $52,677 | $32,319 | 63.0% | | Gain on the sale of real estate, net | $0 | $158,767 | (100.0%) | $40,700 | $158,631 | (74.3%) | - Property rental revenue increased by **$3.6 million (3.0%) in Q2 2023**, driven by a **$9.5 million increase from multifamily assets**, partially offset by a **$7.6 million decrease from commercial assets**[159](index=159&type=chunk) - Property rental revenue decreased by **$4.0 million (1.6%) in H1 2023**, primarily due to a **$23.3 million decrease from commercial assets**, partially offset by a **$17.3 million increase from multifamily assets**[171](index=171&type=chunk) - **Interest expense increased significantly by 61.1% in Q2 2023 and 63.0% in H1 2023**, mainly due to new mortgage loans and rising variable interest rates[167](index=167&type=chunk)[181](index=181&type=chunk) [FFO (Funds From Operations)](index=56&type=section&id=FFO%20(Funds%20From%20Operations)) Funds From Operations decreased year-over-year, primarily due to lower net income - **FFO is a non-GAAP financial measure** used to assess operating performance, excluding real estate depreciation and amortization, and gains/losses from real estate sales[183](index=183&type=chunk)[185](index=185&type=chunk) FFO Attributable to Common Shareholders (In thousands) | Period | 2023 | 2022 | % Change (YoY) | | :--- | :--- | :--- | :--- | | Three Months Ended June 30 | $33,423 | $33,561 | (0.4%) | | Six Months Ended June 30 | $66,425 | $84,861 | (21.7%) | [NOI and Same Store NOI](index=58&type=section&id=NOI%20and%20Same%20Store%20NOI) Consolidated NOI increased, but Same Store NOI for the six-month period decreased due to commercial portfolio vacancy - **NOI is a non-GAAP measure** reflecting property-related revenue less operating expenses and ground rent, used to assess asset-level performance[187](index=187&type=chunk) Consolidated NOI (In thousands) | Period | 2023 | 2022 | % Change (YoY) | | :--- | :--- | :--- | :--- | | Three Months Ended June 30 | $75,051 | $71,159 | 5.5% | | Six Months Ended June 30 | $152,667 | $148,128 | 3.1% | Same Store NOI (In thousands) | Period | 2023 | 2022 | % Change (YoY) | | :--- | :--- | :--- | :--- | | Three Months Ended June 30 | $78,340 | $78,236 | 0.1% | | Six Months Ended June 30 | $153,535 | $154,650 | (0.7%) | - The decrease in **Same Store NOI for the six months ended June 30, 2023**, was primarily due to increased abatement and higher vacancy in the commercial portfolio, partially offset by higher occupancy and rents in the multifamily portfolio[191](index=191&type=chunk) - The same store pool increased to **50 properties** for the three months ended June 30, 2023, and to **49 properties** for the six months ended June 30, 2023[189](index=189&type=chunk)[190](index=190&type=chunk) [Reportable Segments](index=62&type=section&id=Reportable%20Segments) Multifamily NOI grew significantly while commercial NOI declined due to disposed properties - The company aggregates its operating segments into three reportable segments: **multifamily, commercial, and third-party asset management and real estate services**[100](index=100&type=chunk)[195](index=195&type=chunk) Consolidated NOI by Segment (In thousands) | Segment | 3 Months Ended June 30, 2023 | 3 Months Ended June 30, 2022 | % Change (YoY) | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | % Change (YoY) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Commercial | $42,300 | $47,448 | (10.8%) | $89,983 | $101,102 | (11.0%) | | Multifamily | $28,696 | $23,265 | 23.3% | $55,767 | $46,531 | 19.8% | | Other | $4,055 | $446 | 809.2% | $6,917 | $495 | 1297.4% | | **Total Consolidated NOI** | **$75,051** | **$71,159** | **5.5%** | **$152,667** | **$148,128** | **3.1%** | Third-Party Real Estate Services Revenue Less Expenses (In thousands) | Period | 2023 | 2022 | | :--- | :--- | :--- | | Three Months Ended June 30 | $757 | $(1,986) | | Six Months Ended June 30 | $(282) | $(5,065) | - **Commercial NOI decreased** primarily due to the impact of Disposed Properties, partially offset by increased occupancy at 800 North Glebe and 2121 Crystal Drive[203](index=203&type=chunk)[205](index=205&type=chunk) - **Multifamily NOI increased significantly** due to the consolidation of Atlantic Plumbing and 8001 Woodmont, and higher occupancy and rents across the portfolio[204](index=204&type=chunk)[206](index=206&type=chunk) [Liquidity and Capital Resources](index=64&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity is sourced from property income, services, and financing, and is expected to be adequate for the next 12 months - Primary sources of operating cash flow include **property rental income and fee-based real estate services**, with other sources from financings, asset sales, and securities issuance[207](index=207&type=chunk)[209](index=209&type=chunk) - The company anticipates **adequate cash flows** to fund business operations, debt amortization, capital expenditures, and dividends over the next 12 months[209](index=209&type=chunk) - Material cash requirements include debt service, capital expenditures (**$53.1 million** in tenant-related obligations), and development expenditures (**$284.7 million** over three years)[228](index=228&type=chunk) - As of June 30, 2023, the company had **$156.6 million in cash and cash equivalents** and **$687.5 million of availability** under its revolving credit facility[229](index=229&type=chunk) - The Board of Trustees increased the common share repurchase authorization to **$1.5 billion** in May 2023; during H1 2023, **10.5 million common shares were repurchased for $155.8 million**[223](index=223&type=chunk) [Summary of Cash Flows](index=72&type=section&id=Summary%20of%20Cash%20Flows) Cash and cash equivalents decreased by $71.2 million, driven by net cash used in investing and financing activities Summary of Cash Flows (Six Months Ended June 30, In thousands) | Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $89,431 | $107,649 | | Net cash (used in) provided by investing activities | $(135,500) | $785,304 | | Net cash used in financing activities | $(25,160) | $(819,930) | | Net (decrease) increase in cash and cash equivalents, and restricted cash | $(71,229) | $73,023 | - **Net cash used in investing activities was $135.5 million**, driven by **$164.8 million in development costs** and real estate additions, partially offset by **$69.0 million from real estate sales**[233](index=233&type=chunk) - **Net cash used in financing activities was $25.2 million**, primarily due to **$278.5 million in mortgage loan repayments** and **$155.8 million in common share repurchases**, partially offset by new borrowings[234](index=234&type=chunk) [Unconsolidated Real Estate Ventures](index=72&type=section&id=Unconsolidated%20Real%20Estate%20Ventures) The company holds $309.2 million in investments in unconsolidated real estate ventures accounted for via the equity method - As of June 30, 2023, investments in unconsolidated real estate ventures totaled **$309.2 million**, accounted for using the equity method[236](index=236&type=chunk) - The company is **not the primary beneficiary** of these unconsolidated VIEs, despite managing day-to-day operations[51](index=51&type=chunk) - As of June 30, 2023, the company had additional capital commitments and certain recorded guarantees to its unconsolidated real estate ventures totaling **$62.0 million**[118](index=118&type=chunk)[240](index=240&type=chunk) [Commitments and Contingencies](index=74&type=section&id=Commitments%20and%20Contingencies) The company has significant construction commitments, tenant-related obligations, and various guarantees - The company maintains general liability insurance (**$150.0 million** per occurrence) and property/rental value insurance (**$1.0 billion** per occurrence), with coverage for terrorist acts up to **$2.0 billion**[110](index=110&type=chunk)[241](index=241&type=chunk) - As of June 30, 2023, the company had assets under construction requiring an additional **$284.7 million** to complete over the next three years[113](index=113&type=chunk)[244](index=244&type=chunk) - Committed tenant-related obligations totaled **$53.1 million** as of June 30, 2023[115](index=115&type=chunk)[245](index=245&type=chunk) - The aggregate amount of debt principal payment guarantees for consolidated entities was **$8.3 million** as of June 30, 2023[119](index=119&type=chunk)[247](index=247&type=chunk) - The company has an agreement with Vornado regarding tax matters, which may require indemnification for certain tax liabilities[120](index=120&type=chunk)[248](index=248&type=chunk) [Environmental Matters](index=76&type=section&id=Environmental%20Matters) The company is subject to environmental laws and regulations, with recorded liabilities of $18.0 million - Owners of real estate are liable for remediation costs of hazardous substances, potentially without regard to fault[250](index=250&type=chunk) - Environmental assessments have not revealed material environmental contamination that would have a material adverse effect on the business[114](index=114&type=chunk)[251](index=251&type=chunk) - Environmental liabilities totaled **$18.0 million** as of June 30, 2023, and December 31, 2022[114](index=114&type=chunk)[251](index=251&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=77&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company is exposed to interest rate risk, which is managed through derivative financial instruments [Interest Rate Risk](index=77&type=section&id=Interest%20Rate%20Risk) The company is exposed to fluctuations in interest rates, with all debt and hedging arrangements now using SOFR - The company has exposure to fluctuations in interest rates, which are sensitive to many factors beyond its control[252](index=252&type=chunk) Annual Effect of 1% Change in Base Rates (In thousands) | Debt Type | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Mortgage loans: Variable rate | $1,445 | $1,445 | | Revolving credit facility and term loans: Revolving credit facility | $629 | $0 | | Pro rata share of debt of unconsolidated real estate ventures: Variable rate | $164 | $164 | - As of June 30, 2023, one-month LIBOR was **5.22%** and one-month term SOFR was **5.14%**; all debt and hedging arrangements now use **SOFR** as a reference rate[211](index=211&type=chunk)[222](index=222&type=chunk)[252](index=252&type=chunk) [Hedging Activities](index=77&type=section&id=Hedging%20Activities) The company uses interest rate swap and cap agreements to manage interest rate risk - The company uses derivative financial instruments (interest rate swap and cap agreements) to manage or hedge exposure to interest rate risk[94](index=94&type=chunk)[258](index=258&type=chunk) - As of June 30, 2023, the company had interest rate swap and cap agreements with an aggregate notional value of **$1.4 billion** designated as effective hedges[95](index=95&type=chunk)[260](index=260&type=chunk) - As of June 30, 2023, the company had various interest rate cap agreements with an aggregate notional value of **$711.8 million** designated as ineffective hedges[261](index=261&type=chunk) [Item 4. Controls and Procedures](index=79&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective with no material changes in internal control [Evaluation of Disclosure Controls and Procedures](index=79&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) The CEO and CFO concluded that disclosure controls and procedures were effective as of June 30, 2023 - As of June 30, 2023, the Chief Executive Officer and Chief Financial Officer concluded that the company's **disclosure controls and procedures were effective**[262](index=262&type=chunk) [Changes in Internal Control over Financial Reporting](index=79&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) No material changes in internal control over financial reporting occurred during the quarter - **No material changes** in internal control over financial reporting occurred during the quarter ended June 30, 2023[263](index=263&type=chunk) [PART II – OTHER INFORMATION](index=79&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=79&type=section&id=Item%201.%20Legal%20Proceedings) Ongoing legal actions are not expected to have a material adverse effect on the company's financial condition - The company is involved in various legal actions in the ordinary course of business; management believes the outcome of such matters **will not have a material adverse effect** on its financial condition, results of operations or cash flows[116](index=116&type=chunk)[246](index=246&type=chunk)[264](index=264&type=chunk) [Item 1A. Risk Factors](index=79&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to previously disclosed risk factors - There have been **no material changes** to the risk factors previously disclosed in the company's Annual Report[265](index=265&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=81&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased 10.5 million shares in H1 2023 and increased its repurchase authorization to $1.5 billion Purchases of Equity Securities by the Issuer | Period | Total Number Of Common Shares Purchased | Average Price Paid Per Common Share | Approximate Dollar Value Of Common Shares That May Yet Be Purchased Under the Plan Or Programs | | :--- | :--- | :--- | :--- | | April 1, 2023 - April 30, 2023 | 2,399,238 | $14.17 | $322,367,801 | | May 1, 2023 - May 31, 2023 | 4,065,637 | $14.54 | $763,155,096 | | June 1, 2023 - June 30, 2023 | 2,856,095 | $14.86 | $720,668,410 | | **Total for the three months ended June 30, 2023** | **9,320,970** | **$14.54** | | | **Total for the six months ended June 30, 2023** | **10,526,158** | **$14.79** | | | **Program total since inception in March 2020** | **33,823,567** | **$23.02** | | - In May 2023, the Board of Trustees increased the common share repurchase authorization to **$1.5 billion**[268](index=268&type=chunk) - Subsequent to June 30, 2023, the company repurchased and retired an additional **2.0 million common shares for $31.5 million** at a weighted average price of **$16.03 per share**[267](index=267&type=chunk) [Item 3. Defaults Upon Senior Securities](index=81&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - **No defaults** upon senior securities were reported[269](index=269&type=chunk) [Item 4. Mine Safety Disclosures](index=81&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - This item is **not applicable**[270](index=270&type=chunk) [Item 5. Other Information](index=81&type=section&id=Item%205.%20Other%20Information) No officers adopted Rule 10b5-1 plans in Q2, and the company's Bylaws were amended and restated [Trading Arrangements](index=81&type=section&id=Trading%20Arrangements) No officers or trustees adopted or terminated Rule 10b5-1 trading arrangements during Q2 2023 - None of the company's officers or trustees adopted or terminated any **Rule 10b5-1 trading arrangements** during the three months ended June 30, 2023[271](index=271&type=chunk) [Second Amended and Restated Bylaws](index=83&type=section&id=Second%20Amended%20and%20Restated%20Bylaws) The Board amended and restated the Bylaws to allow electronic stockholder participation and update nomination procedures - On August 3, 2023, the Board amended and restated the Bylaws to: (i) expressly provide for the ability of stockholders to participate in meetings by **electronic transmission**, (ii) require any shareholder soliciting proxies to use a **proxy card color other than white**, and (iii) update the procedure and information requirements for the nominations of persons for election to the Board[272](index=272&type=chunk) [Item 6. Exhibits](index=84&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q - Key exhibits include the **Second Amended and Restated Bylaws**, the **Amended and Restated Credit Agreement**, and certifications from the Chief Executive Officer and Chief Financial Officer[276](index=276&type=chunk) [Signatures](index=85&type=section&id=Signatures) The report is duly signed by the Chief Financial Officer and Chief Accounting Officer - The report was signed by **M. Moina Banerjee, Chief Financial Officer**, and **Angela Valdes, Chief Accounting Officer**, on August 8, 2023[280](index=280&type=chunk)[281](index=281&type=chunk)

[PART I – FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This section provides the company's unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations [ITEM 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, comprehensive income, equity, and cash flows, along with detailed notes explaining the company's organization, accounting policies, and specific financial line items for the three months ended March 31, 2023, and 2022 [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section presents the company's financial position, detailing assets, liabilities, and equity at specific reporting dates | Metric | March 31, 2023 (in thousands) | December 31, 2022 (in thousands) | | :-------------------------------- | :----------------------------- | :----------------------------- | | Total Assets | $5,835,020 | $5,903,438 | | Real estate, net | $4,687,588 | $4,823,082 | | Cash and cash equivalents | $279,553 | $241,098 | | Total Liabilities | $2,638,202 | $2,708,016 | | Total Equity | $2,739,040 | $2,714,112 | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section outlines the company's financial performance, including revenue, expenses, and net income (loss) over specific periods | Metric | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :------------------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | | Total revenue | $152,962 | $161,965 | | Total expenses | $147,036 | $162,899 | | Net income (loss) | $24,310 | $(77) | | Net income (loss) attributable to common shareholders | $21,171 | $(32) | | Earnings (loss) per common share - basic and diluted | $0.19 | $0.00 | | Gain (loss) on the sale of real estate, net | $40,700 | $(136) | [Condensed Consolidated Statements of Comprehensive Income](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) This section details the company's comprehensive income, including net income and other comprehensive income items | Metric | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :--------------------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Net income (loss) | $24,310 | $(77) | | Change in fair value of derivative financial instruments | $(8,969) | $25,095 | | Comprehensive income attributable to JBG SMITH Properties | $7,563 | $25,853 | [Condensed Consolidated Statements of Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Equity) This section presents changes in the company's equity, including common shares repurchased and net income attributable to shareholders | Metric | March 31, 2023 (in thousands) | December 31, 2022 (in thousands) | | :--------------------------------------------------- | :----------------------------- | :----------------------------- | | Total Equity | $2,739,040 | $2,714,112 | | Common shares repurchased (Q1 activity) | $(20,098) | $(93,148) | | Net income (loss) attributable to common shareholders and noncontrolling interests (Q1 activity) | $20,947 | $(87) | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section summarizes the company's cash inflows and outflows from operating, investing, and financing activities | Metric | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :------------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | | Net cash provided by operating activities | $42,632 | $69,598 | | Net cash used in investing activities | $(26,673) | $(32,951) | | Net cash provided by (used in) financing activities | $31,860 | $(119,529) | | Net increase (decrease) in cash and cash equivalents, and restricted cash | $47,819 | $(82,882) | | Cash and cash equivalents, and restricted cash, end of period | $321,892 | $219,213 | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations of the company's accounting policies, significant transactions, and financial statement line items - JBG SMITH Properties operates as a Maryland real estate investment trust (REIT), focusing on multifamily and commercial assets in the Washington, D.C. metropolitan area, with approximately two-thirds of its portfolio in National Landing[22](index=22&type=chunk) - The company's operating portfolio as of March 31, 2023, includes **51** operating assets (**31** commercial, **18** multifamily, **2** land assets) and **22** assets in the development pipeline[23](index=23&type=chunk) - Revenue is primarily derived from leases with multifamily and commercial tenants, and fee-based real estate services[24](index=24&type=chunk) - The company sold an **80.0%** interest in 4747 Bethesda Avenue for a gross sales price of **$196.0 million** in March 2023, retaining a **20.0%** interest[36](index=36&type=chunk)[39](index=39&type=chunk) | Metric | March 31, 2023 (in thousands) | December 31, 2022 (in thousands) | | :------------------------------------ | :----------------------------- | :----------------------------- | | Investments in unconsolidated real estate ventures | $312,651 | $299,881 | | Mortgage loans, net | $1,802,051 | $1,890,174 | | Redeemable noncontrolling interests | $457,778 | $481,310 | | Environmental liabilities | $17,990 | $17,990 | - A new **$187.6 million** loan facility was secured in January 2023, collateralized by The Wren and F1RST Residences, with proceeds used to repay a **$131.5 million** mortgage loan[58](index=58&type=chunk) - The company's **$1.6 billion** credit facility includes an undrawn **$1.0 billion** revolving credit facility and **$550.0 million** in unsecured term loans[60](index=60&type=chunk)[61](index=61&type=chunk) | Metric | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :------------------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | | Property rental revenue | $124,033 | $131,598 | | Share-based compensation expense | $10,428 | $12,904 | | Consolidated NOI | $77,616 | $76,969 | - The Board of Trustees increased the common share repurchase authorization to **$1.5 billion** in May 2023, and the company repurchased **1.2 million** common shares for **$20.1 million** in Q1 2023[83](index=83&type=chunk) - A quarterly dividend of **$0.225** per common share was declared on May 4, 2023[86](index=86&type=chunk) - As of March 31, 2023, construction commitments require an additional **$346.5 million** to complete over the next three years, and tenant-related obligations totaled **$60.6 million**[106](index=106&type=chunk)[108](index=108&type=chunk) - Related party transactions include fee-based real estate services to JBG Legacy Funds and WHI Impact Pool, totaling **$5.0 million** in Q1 2023[117](index=117&type=chunk) [ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=39&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition, results of operations, and future outlook. It covers business overview, strategic initiatives, operating performance, non-GAAP financial measures like FFO and NOI, liquidity, capital resources, and commitments [Organization and Basis of Presentation](index=39&type=section&id=Organization%20and%20Basis%20of%20Presentation) This section describes the company's structure as a Maryland REIT and its operational focus within the Washington, D.C. metropolitan area - JBG SMITH operates as a Maryland REIT, owning and operating multifamily and commercial assets in Metro-served submarkets of the Washington, D.C. metropolitan area[122](index=122&type=chunk) - Approximately two-thirds of the portfolio is in National Landing, anchored by Amazon's new headquarters, Virginia Tech's Innovation Campus, proximity to the Pentagon, and 5G digital infrastructure[122](index=122&type=chunk) - The company maintains its REIT status and participates in taxable REIT subsidiaries[127](index=127&type=chunk) [Overview](index=41&type=section&id=Overview) This section provides a high-level summary of the company's operating portfolio, development pipeline, and strategic initiatives - As of March 31, 2023, the operating portfolio consisted of **51** operating assets, including **31** commercial assets (**9.7 million** sq ft), **18** multifamily assets (**6,756** units), and two wholly owned land assets[131](index=131&type=chunk) - The development pipeline includes two under-construction multifamily assets (**1,583** units) and **20** assets with **12.5 million** sq ft of estimated potential development density[131](index=131&type=chunk) - The company is implementing a 'Placemaking' strategy in National Landing, including new multifamily and office developments, retail, streetscape improvements, and 5G digital infrastructure[132](index=132&type=chunk) - Amazon is expected to occupy its new headquarters at Metropolitan Park in National Landing in June 2023, with JBG SMITH serving as developer, property manager, and retail leasing agent for **2.1 million** sq ft of new office buildings[133](index=133&type=chunk)[134](index=134&type=chunk) [Outlook](index=43&type=section&id=Outlook) This section outlines the company's strategic focus on capital allocation, asset sales, and portfolio shifts, along with recent occupancy trends - The company's strategy focuses on active capital allocation to maximize long-term net asset value (NAV) per share through opportunistic sales, recapitalizations, and investments in higher-yield acquisitions and development projects[135](index=135&type=chunk) - Proceeds from asset sales will fund growth and advance the strategic shift of the portfolio to majority multifamily, though curbed lending activity has slowed the pace of sales[135](index=135&type=chunk) - Office portfolio occupancy increased by **10 basis points** to **87.6%** (leased) and **85.2%** (occupied) as of March 31, 2023, with **114,000 square feet** of office leases executed in Q1, over **90%** in National Landing[136](index=136&type=chunk)[139](index=139&type=chunk) - Multifamily portfolio occupancy decreased by **70 basis points** to **95.0%** (leased) and **92.9%** (occupied) as of March 31, 2023, with renewal rents increasing by **9.3%** and a **54.7%** renewal rate for Q1 lease expirations[137](index=137&type=chunk)[139](index=139&type=chunk) [Operating Results](index=43&type=section&id=Operating%20Results) This section summarizes the company's financial performance, key investing and financing activities, and subsequent events impacting operations | Metric | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :------------------------------------------------ | :-------------------------------- | :-------------------------------- | | Net income attributable to common shareholders | $21.2 million | $(32,000) | | Earnings per diluted common share | $0.19 | $0.00 | | Third-party real estate services revenue, including reimbursements | $22.8 million | $24.0 million | | Same store NOI | $76.1 million | $76.6 million | - Key investing and financing activities in Q1 2023 included a **$187.6 million** loan facility, sale of a development parcel for **$5.5 million**, sale of an **80.0%** interest in 4747 Bethesda Avenue, **$25.7 million** in dividends paid, **$20.1 million** in common shares repurchased, and **$78.3 million** invested in development and construction[141](index=141&type=chunk) - Subsequent to March 31, 2023, the Board increased the common share repurchase authorization to **$1.5 billion**, and the company repurchased **2.8 million** common shares for **$40.1 million**, and declared a quarterly dividend of **$0.225** per common share[141](index=141&type=chunk) [Comparison of the Three Months Ended March 31, 2023 to 2022](index=46&type=section&id=Comparison%20of%20the%20Three%20Months%20Ended%20March%2031%2C%202023%20to%202022) This section provides a detailed comparative analysis of financial performance metrics between the two reporting periods | Metric | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | % Change | | :------------------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | :------- | | Property rental revenue | $124,033 | $131,598 | (5.7)% | | Third-party real estate services revenue, including reimbursements | $22,784 | $23,970 | (4.9)% | | Depreciation and amortization expense | $53,431 | $58,062 | (8.0)% | | Property operating expense | $35,612 | $40,644 | (12.4)% | | Real estate taxes expense | $15,224 | $18,186 | (16.3)% | | Interest expense | $26,842 | $16,278 | 64.9% | | Gain (loss) on the sale of real estate, net | $40,700 | $(136) | * | | Income from unconsolidated real estate ventures, net | $433 | $3,145 | (86.2)% | | Interest and other income, net | $4,077 | $14,246 | (71.4)% | - The decrease in property rental revenue was primarily due to a **$15.7 million** decrease from commercial assets, partially offset by a **$7.8 million** increase from multifamily assets[145](index=145&type=chunk) - The significant increase in interest expense was primarily driven by a **$6.1 million** change in the fair value of ineffective interest rate caps, rising interest rates on existing loans, and new mortgage loans[156](index=156&type=chunk) [FFO](index=48&type=section&id=FFO) This section defines and presents Funds From Operations (FFO), a key non-GAAP measure for assessing the company's operating performance | Metric | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :----------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | FFO attributable to common shareholders | $33,002 | $51,300 | - FFO (Funds From Operations) is a non-GAAP financial measure used to assess operating performance, excluding real estate depreciation and amortization expense, and gains/losses from real estate sales[158](index=158&type=chunk) [NOI and Same Store NOI](index=50&type=section&id=NOI%20and%20Same%20Store%20NOI) This section presents Net Operating Income (NOI) and Same Store NOI, key metrics for evaluating property-level operational efficiency | Metric | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :------------------- | :--------------------------------------------- | :--------------------------------------------- | | Consolidated NOI | $77,616 | $76,969 | | Same store NOI | $76,109 | $76,637 | | Change in same store NOI | (0.7)% | - | - The **0.7%** decrease in same store NOI was primarily due to increased abatement and higher utilities in the commercial portfolio, partially offset by higher occupancy and rents in the multifamily portfolio[165](index=165&type=chunk) [Reportable Segments](index=52&type=section&id=Reportable%20Segments) This section provides a breakdown of financial performance by commercial and multifamily property segments | Segment | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | % Change (NOI) | | :------------------------ | :--------------------------------------------- | :--------------------------------------------- | :------------- | | Commercial Property Revenue | $76,055 | $91,633 | (17.0)% | | Commercial Consolidated NOI | $47,683 | $53,654 | (11.1)% | | Multifamily Property Revenue | $50,134 | $42,242 | 18.7% | | Multifamily Consolidated NOI | $27,071 | $23,266 | 16.4% | - The decrease in Commercial NOI was primarily due to Disposed Properties, partially offset by increased occupancy and recovery of previously reserved balances[175](index=175&type=chunk) - The increase in Multifamily NOI was driven by the consolidation of Atlantic Plumbing and 8001 Woodmont, and higher occupancy and rental rates across the portfolio, partially offset by increased operating costs[176](index=176&type=chunk) [Liquidity and Capital Resources](index=55&type=section&id=Liquidity%20and%20Capital%20Resources) This section details the company's sources of liquidity, debt structure, and material cash requirements for future operations and investments - Primary sources of liquidity include property rental income, third-party real estate services, proceeds from financings, recapitalizations, asset sales, and the issuance of securities[177](index=177&type=chunk) | Metric | March 31, 2023 (in thousands) | December 31, 2022 (in thousands) | | :-------------------- | :----------------------------- | :----------------------------- | | Mortgage loans, net | $1,802,051 | $1,890,174 | | Unsecured term loans, net | $547,256 | $547,072 | - The company's **$1.6 billion** credit facility includes an undrawn **$1.0 billion** revolving credit facility and **$550.0 million** in unsecured term loans[181](index=181&type=chunk)[182](index=182&type=chunk) - The Board of Trustees increased the common share repurchase authorization to **$1.5 billion** in May 2023. In Q1 2023, **1.2 million** common shares were repurchased for **$20.1 million**[184](index=184&type=chunk) - Material cash requirements include normal recurring expenses, debt service (**$143.0 million** consolidated, **$165.0 million** at our share maturing in 2023), capital expenditures (**$60.6 million** tenant-related), and development expenditures (**$346.5 million** for assets under construction)[187](index=187&type=chunk) - As of March 31, 2023, the company had **$279.6 million** in cash and cash equivalents and **$1.0 billion** of availability under its credit facility[188](index=188&type=chunk) [Summary of Cash Flows](index=61&type=section&id=Summary%20of%20Cash%20Flows) This section summarizes the company's cash flow activities, highlighting changes in cash and restricted cash from operating, investing, and financing sources | Metric | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :------------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | | Net cash provided by operating activities | $42,632 | $69,598 | | Net cash used in investing activities | $(26,673) | $(32,951) | | Net cash provided by (used in) financing activities | $31,860 | $(119,529) | - Cash and cash equivalents, and restricted cash increased by **$47.8 million** to **$321.9 million** as of March 31, 2023, driven by operating and financing activities, partially offset by investing activities[190](index=190&type=chunk) [Unconsolidated Real Estate Ventures](index=61&type=section&id=Unconsolidated%20Real%20Estate%20Ventures) This section details the company's investments in and commitments to unconsolidated real estate ventures - As of March 31, 2023, investments in unconsolidated real estate ventures totaled **$312.7 million**, accounted for using the equity method[195](index=195&type=chunk) - The company had additional capital commitments and certain recorded guarantees to its unconsolidated real estate ventures and other investments totaling **$62.6 million** as of March 31, 2023[199](index=199&type=chunk) [Commitments and Contingencies](index=63&type=section&id=Commitments%20and%20Contingencies) This section outlines the company's insurance coverage, construction commitments, tenant obligations, and potential tax-related indemnifications - The company maintains general liability insurance (**$150.0 million** per occurrence), property and rental value insurance (**$1.5 billion** per occurrence), and terrorism coverage (**$2.0 billion** per occurrence)[201](index=201&type=chunk) - As of March 31, 2023, assets under construction require an additional **$346.5 million** to complete over the next three years[204](index=204&type=chunk) - Committed tenant-related obligations totaled **$60.6 million** as of March 31, 2023, and principal payment guarantees for consolidated entities amounted to **$8.3 million**[205](index=205&type=chunk)[207](index=207&type=chunk) - The company has a Tax Matters Agreement with Vornado, potentially requiring indemnification for tax liabilities related to the Formation Transaction[209](index=209&type=chunk) [Environmental Matters](index=65&type=section&id=Environmental%20Matters) This section addresses the company's environmental liabilities and the assessment of potential environmental contamination risks - Environmental liabilities totaled **$18.0 million** as of March 31, 2023, and December 31, 2022[107](index=107&type=chunk)[211](index=211&type=chunk) - Environmental assessments have not revealed any material environmental contamination that is expected to have a material adverse effect on the company's overall business, financial condition, or results of operations[211](index=211&type=chunk) [ITEM 3. Quantitative and Qualitative Disclosures about Market Risk](index=66&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section details the company's exposure to market risks, primarily interest rate risk, and outlines its strategies for managing these risks through derivative financial instruments [Interest Rate Risk](index=66&type=section&id=Interest%20Rate%20Risk) This section analyzes the company's exposure to interest rate fluctuations on its consolidated and unconsolidated debt | Debt Type | March 31, 2023 Balance (in thousands) | Weighted Average Effective Interest Rate (Mar 31, 2023) | | :------------------------------------------------ | :------------------------------------ | :------------------------------------------ | | Consolidated Mortgage loans: Variable rate | $754,281 | 5.47% | | Consolidated Mortgage loans: Fixed rate | $1,063,634 | 4.43% | | Pro rata share of debt of unconsolidated real estate ventures: Variable rate | $57,005 | 5.69% | | Pro rata share of debt of unconsolidated real estate ventures: Fixed rate | $33,000 | 4.13% | - The estimated fair value of consolidated debt was **$2.3 billion** as of March 31, 2023[212](index=212&type=chunk) [Hedging Activities](index=68&type=section&id=Hedging%20Activities) This section describes the company's use of derivative financial instruments to manage interest rate risk, including effective and ineffective hedges - The company uses derivative financial instruments, such as interest rate swap and cap agreements, to manage its exposure to interest rate risk[213](index=213&type=chunk) - As of March 31, 2023, effective hedges included interest rate swap and cap agreements with an aggregate notional value of **$1.2 billion**, recorded at fair value in 'Accumulated other comprehensive income'[215](index=215&type=chunk) - Ineffective hedges, consisting of interest rate cap agreements with an aggregate notional value of **$711.8 million**, have realized and unrealized gains or losses recorded in 'Interest expense'[216](index=216&type=chunk) [ITEM 4. Controls and Procedures](index=68&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of the company's disclosure controls and procedures and reports no material changes in internal control over financial reporting [Evaluation of Disclosure Controls and Procedures](index=68&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section confirms the effectiveness of the company's disclosure controls and procedures as assessed by management - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of March 31, 2023[217](index=217&type=chunk) [Changes in Internal Control over Financial Reporting](index=68&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) This section reports on any material changes to the company's internal control over financial reporting during the quarter - There have been no material changes in the company's internal control over financial reporting during the quarter ended March 31, 2023[218](index=218&type=chunk) [PART II – OTHER INFORMATION](index=68&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section provides additional information including legal proceedings, risk factors, equity sales, defaults, and shareholder meeting results [ITEM 1. Legal Proceedings](index=68&type=section&id=Item%201.%20Legal%20Proceedings) This section states that the company is involved in routine legal actions, but their outcomes are not anticipated to have a material adverse effect on its financial position, results of operations, or cash flows - The outcome of legal actions in the ordinary course of business is not expected to have a material adverse effect on the company's financial condition, results of operations, or cash flows[219](index=219&type=chunk) [ITEM 1A. Risk Factors](index=70&type=section&id=Item%201A.%20Risk%20Factors) This section confirms that there have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K - There have been no material changes to the risk factors previously disclosed in the company's Annual Report[221](index=221&type=chunk) [ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=70&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section provides details on the company's common share repurchase program, including the number of shares repurchased during the quarter and the increased authorization limit for future repurchases | Period | Total Number Of Common Shares Purchased | Average Price Paid Per Common Share | | :------------------------------------ | :------------------------------------ | :---------------------------------- | | March 1, 2023 - March 31, 2023 | 1,205,188 | $16.66 | | Total for the three months ended March 31, 2023 | 1,205,188 | $16.66 | | Program total since inception in March 2020 | 24,502,597 | $26.25 | - In May 2023, the Board of Trustees increased the common share repurchase authorization to **$1.5 billion**[223](index=223&type=chunk) - During the second quarter of 2023, through the date of filing, the company repurchased and retired an additional **2.8 million** common shares for **$40.1 million**[222](index=222&type=chunk) [ITEM 3. Defaults Upon Senior Securities](index=70&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section explicitly states that there were no defaults upon senior securities during the reporting period - There were no defaults upon senior securities[224](index=224&type=chunk) [ITEM 4. Mine Safety Disclosures](index=70&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section indicates that the disclosure requirements for mine safety are not applicable to the company's operations - Mine safety disclosures are not applicable to the registrant[225](index=225&type=chunk) [ITEM 5. Other Information](index=70&type=section&id=Item%205.%20Other%20Information) This section reports the voting results from the 2023 Annual Meeting of Shareholders, covering the election of trustees, the advisory vote on executive compensation, and the ratification of the independent registered public accounting firm - Shareholders voted to elect **10** trustees to the Board of Trustees[230](index=230&type=chunk) - Shareholders approved, on a non-binding advisory basis, the compensation of the named executive officers[231](index=231&type=chunk) - Shareholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2023[231](index=231&type=chunk) [ITEM 6. Exhibits](index=73&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of the Form 10-Q, including organizational documents, certifications, and XBRL data files - The exhibits include certifications from the Chief Executive Officer and Chief Financial Officer (31.1, 31.2, 32.1)[233](index=233&type=chunk) - XBRL Instance Document and Taxonomy Extension files (101.INS, 101.SCH, 101.CAL, 101.LAB, 101.PRE, 101.DEF) are included[233](index=233&type=chunk) [Signatures](index=74&type=section&id=Signatures) This section contains the required signatures of the company's principal financial and accounting officers, certifying the accuracy and completeness of the quarterly report - The report was signed by M. Moina Banerjee, Chief Financial Officer, and Angela Valdes, Chief Accounting Officer, on May 9, 2023[237](index=237&type=chunk)[238](index=238&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission file number 001-37994 JBG SMITH PROPERTIES (Exact name of Registrant as specified in its charter) Maryland 81-4307010 ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission file number 001-37994 JBG SMITH PROPERTIES ___________________________________________________________________ ...

PART I – FINANCIAL INFORMATION [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for JBG SMITH Properties as of June 30, 2022, and for the three and six-month periods then ended, including the Balance Sheets, Statements of Operations, Statements of Comprehensive Income (Loss), Statements of Equity, and Statements of Cash Flows, along with detailed notes [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet shows a decrease in total assets from $6.39 billion at year-end 2021 to $5.58 billion as of June 30, 2022, primarily due to a reduction in real estate assets, while total liabilities also decreased significantly from $2.93 billion to $2.24 billion, largely driven by repayments of the revolving credit facility and mortgages Condensed Consolidated Balance Sheets (in thousands) | | June 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Total Assets** | **$5,579,902** | **$6,386,206** | | Real estate, net | $4,348,716 | $4,868,473 | | Cash and cash equivalents | $162,270 | $264,356 | | **Total Liabilities** | **$2,235,305** | **$2,925,064** | | Mortgages payable, net | $1,612,169 | $1,777,699 | | Revolving credit facility | $— | $300,000 | | **Total Equity** | **$2,823,205** | **$2,938,417** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For Q2 2022, the company reported a net income of $141.5 million, a significant turnaround from a $3.3 million loss in Q2 2021, primarily due to a $158.8 million gain on real estate sales, while total revenue slightly declined year-over-year Key Operating Results (in thousands, except per share data) | | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenue** | $145,505 | $154,644 | $307,470 | $319,933 | | **Gain on the sale of real estate, net** | $158,767 | $11,290 | $158,631 | $11,290 | | **Net Income (Loss)** | $141,494 | $(3,318) | $141,417 | $(27,387) | | **Net Income (Loss) Attributable to Common Shareholders** | $123,275 | $(2,973) | $123,243 | $(23,704) | | **Earnings (Loss) Per Common Share - Basic and Diluted** | $1.02 | $(0.03) | $0.99 | $(0.19) | [Condensed Consolidated Statements of Comprehensive Income (Loss)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20%28Loss%29) Comprehensive income reached $151.5 million for Q2 2022, a positive shift from a $0.9 million loss in Q2 2021, driven by net income and a $10.0 million gain from derivative financial instruments Comprehensive Income (Loss) (in thousands) | | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | :--- | :--- | | **Net Income (Loss)** | $141,494 | $(3,318) | $141,417 | $(27,387) | | **Total Other Comprehensive Income** | $10,016 | $2,430 | $38,867 | $12,582 | | **Comprehensive Income (Loss)** | $151,510 | $(888) | $180,284 | $(14,805) | [Condensed Consolidated Statements of Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Equity) Total equity decreased from $2.94 billion at year-end 2021 to $2.82 billion as of June 30, 2022, primarily due to $307.0 million in common share repurchases, partially offset by $123.2 million in net income attributable to common shareholders - For the six months ended June 30, 2022, the company repurchased **11.84 million common shares** for **$307.0 million**[18](index=18&type=chunk) - Dividends declared on common shares were **$0.225 per share** for the quarter, totaling **$27.7 million**[18](index=18&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2022, net cash from operating activities was $107.6 million, while investing activities provided $785.3 million, largely from real estate sales, and financing activities used $819.9 million, resulting in a net cash increase of $73.0 million Summary of Cash Flows (in thousands) | | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $107,649 | $123,556 | | **Net cash provided by (used in) investing activities** | $785,304 | $(70,445) | | **Net cash used in financing activities** | $(819,930) | $(77,754) | | **Net increase (decrease) in cash** | $73,023 | $(24,643) | [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section details accounting policies and financial figures, covering the company's organization, dispositions, unconsolidated ventures, debt, share-based compensation, segment information, and commitments [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=42&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's Q2 and H1 2022 financial performance, strategic portfolio repositioning, capital recycling, strong multifamily segment, slower office recovery, non-GAAP measures, financing, and liquidity - The company's strategy focuses on maximizing long-term net asset value (NAV) per share through active capital allocation, including opportunistically selling non-core office assets and reinvesting proceeds into higher-yield acquisitions and development projects[143](index=143&type=chunk) - The multifamily portfolio occupancy improved to **92.3%** (at our share) as of June 30, 2022, with asking rents above pre-pandemic levels and renewal rates increasing by approximately **8.6%** for Q2 expirations[145](index=145&type=chunk) - The office portfolio occupancy improved to **86.1%** (at our share) as of June 30, 2022, but new leasing has been slow to recover from the pandemic, which is expected to impact occupancy levels for the foreseeable future[144](index=144&type=chunk) Key Operating Highlights - Q2 2022 | Metric | Q2 2022 | Q2 2021 | | :--- | :--- | :--- | | Net Income (Loss) Attributable to Common Shareholders | $123.3M | $(3.0)M | | Diluted EPS | $1.02 | $(0.03) | | Same Store NOI Increase | 13.8% | N/A | [Results of Operations](index=50&type=section&id=Results%20of%20Operations) This subsection compares Q2 and H1 2022 operating results to prior periods, highlighting a significant net income increase driven by a $158.8 million gain on real estate sales, while property rental revenue slightly decreased and third-party services declined Comparison of Operations (Three Months Ended June 30) | (in thousands) | 2022 | 2021 | % Change | | :--- | :--- | :--- | :--- | | Property rental revenue | $117,036 | $122,819 | (4.7)% | | Third-party real estate services revenue | $22,157 | $26,745 | (17.2)% | | Gain on the sale of real estate, net | $158,767 | $11,290 | * | | Income (loss) from unconsolidated ventures | $(2,107) | $3,953 | (153.3)% | Comparison of Operations (Six Months Ended June 30) | (in thousands) | 2022 | 2021 | % Change | | :--- | :--- | :--- | :--- | | Property rental revenue | $248,634 | $245,060 | 1.5% | | Third-party real estate services revenue | $46,127 | $64,852 | (28.9)% | | Interest and other income (loss), net | $15,918 | $(29) | * | | Gain on the sale of real estate, net | $158,631 | $11,290 | * | [FFO and Same Store NOI](index=56&type=section&id=FFO%20and%20Same%20Store%20NOI) This section details non-GAAP performance, showing FFO attributable to common shareholders at $33.6 million for Q2 2022 and $84.9 million for the six-month period, with Same Store NOI growing by 13.8% in Q2 and 13.9% in H1, driven by multifamily and hotel performance FFO Attributable to Common Shareholders (in thousands) | | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | :--- | :--- | | **FFO** | $33,561 | $37,860 | $84,861 | $80,188 | Same Store NOI (in thousands) | | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | :--- | :--- | | **Same Store NOI** | $79,328 | $69,721 | $155,416 | $136,478 | | **Change in Same Store NOI** | 13.8% | | 13.9% | | [Liquidity and Capital Resources](index=66&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains liquidity through operating cash flow, asset sales, and its credit facility, with $162.3 million in cash and $999.5 million available as of June 30, 2022, funding debt repayment, share repurchases, and development expenditures - As of June 30, 2022, the company had **$162.3 million** in cash and cash equivalents and **$999.5 million** of availability under its credit facility[222](index=222&type=chunk) - In H1 2022, the company repurchased **11.8 million common shares** for **$307.0 million**. The Board increased the repurchase authorization by **$500.0 million** in June 2022 to a total of **$1.0 billion**[219](index=219&type=chunk) - Future material cash requirements include **$528.5 million** for assets under construction, **$74.3 million** in committed tenant-related obligations, and ongoing dividends[222](index=222&type=chunk) - Subsequent to quarter-end, in July 2022, the company amended its Tranche A-2 Term Loan, increasing its borrowing capacity by **$200.0 million** and extending the maturity to January 2028[216](index=216&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=49&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section details the company's interest rate risk exposure from variable-rate debt, where a 1% rate change would impact consolidated debt by $8.7 million annually, with derivative instruments used for hedging and consolidated debt fair value estimated at $2.0 billion Interest Rate Risk Exposure (as of June 30, 2022) | Debt Category | Balance (in thousands) | Annual Effect of 1% Rate Change (in thousands) | | :--- | :--- | :--- | | **Consolidated Debt** | | | | Mortgages payable - Variable rate | $857,446 | $8,694 | | **Pro Rata Share of Unconsolidated Debt** | | | | Variable rate | $189,136 | $1,918 | - The company utilizes interest rate swap and cap agreements to manage interest rate risk. As of June 30, 2022, it had agreements with an aggregate notional value of **$930.2 million** designated as effective hedges and **$692.7 million** designated as ineffective hedges[255](index=255&type=chunk)[256](index=256&type=chunk) [Controls and Procedures](index=50&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of June 30, 2022, with no material changes in internal control over financial reporting during the quarter - The Chief Executive Officer and Chief Financial Officer concluded that as of June 30, 2022, the company's disclosure controls and procedures were effective[257](index=257&type=chunk) - No changes in internal control over financial reporting occurred during the quarter ended June 30, 2022, that have materially affected, or are reasonably likely to materially affect, internal controls[258](index=258&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=50&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal actions in the ordinary course of business but does not expect the outcomes to have a material adverse effect on its financial position, results, or cash flows - The company states that the outcome of ordinary course legal actions is not expected to have a material adverse effect on its financial condition[259](index=259&type=chunk) [Risk Factors](index=50&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K - No material changes to risk factors were reported since the last Annual Report[260](index=260&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=51&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the company's common share repurchases, with approximately 8.5 million shares bought back for $213.9 million in Q2 2022, and the Board increasing the total repurchase authorization to $1.0 billion in June 2022 Issuer Purchases of Equity Securities (Q2 2022) | Period | Total Common Shares Purchased | Average Price Paid Per Share | | :--- | :--- | :--- | | April 2022 | 706,598 | $27.39 | | May 2022 | 3,465,029 | $25.31 | | June 2022 | 4,326,740 | $24.66 | | **Total Q2** | **8,498,367** | **$25.15** | - In June 2022, the Board of Trustees increased the authorized share repurchase amount by **$500.0 million** to an aggregate of **$1.0 billion**[263](index=263&type=chunk) [Other Information](index=51&type=section&id=Item%205.%20Other%20Information) This section discloses significant post-quarter events, including a new $400.0 million delayed draw term loan facility on July 29, 2022, increasing borrowing capacity by $200.0 million, and the retirement announcement of President and COO David P. Paul effective December 31, 2022 - On July 29, 2022, JBG SMITH LP entered into a new **$400.0 million** Delayed Draw Term Credit Agreement, maturing in January 2028. This increased overall borrowing capacity by **$200.0 million**[266](index=266&type=chunk)[269](index=269&type=chunk) - David P. Paul, President and Chief Operating Officer, announced his retirement effective December 31, 2022. He will continue as a Senior Advisor for a transition period[277](index=277&type=chunk)[278](index=278&type=chunk) [Exhibits](index=54&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including new credit agreements, an executive retirement agreement, and CEO/CFO certifications