JBG SMITH Announces Second Quarter 2022 Results

August 02, 2022 04:15 PM Eastern Daylight Time

BETHESDA, Md.--(BUSINESS WIRE)--JBG SMITH (NYSE: JBGS), a leading owner and developer of high-quality, mixed-use properties in the Washington, DC market, today filed its Form 10-Q for the quarter ended June 30, 2022 and reported its financial results.

Additional information regarding our results of operations, properties and tenants can be found in our Second Quarter 2022 Investor Package, which is posted in the Investor Relations section of our website at www.jbgsmith.com. We encourage investors to consider the information presented here with the information in that document.

Second Quarter 2022 Highlights

For the three and six months ended June 30, 2022, net income (loss), Funds From Operations ("FFO") and Core FFO attributable to common shareholders were:

	SECOND QUARTER AND FULL YEAR COMPARISON
in millions, except per share amounts		Three Months Ended								Six Months Ended
		June 30, 2022				June 30, 2021				June 30, 2022				June 30, 2021
		Amount		Per Diluted Share		Amount		Per Diluted Share		Amount		Per Diluted Share		Amount		Per Diluted Share
Net income (loss)		$	123.3	$	1.02	$	(3.0)	$	(0.03)	$	123.2	$	0.99	$	(23.7)	$	(0.19)
FFO		$	33.6	$	0.28	$	37.9	$	0.29	$	84.9	$	0.68	$	80.2	$	0.61
Core FFO		$	37.1	$	0.31	$	44.8	$	0.34	$	79.8	$	0.64	$	94.5	$	0.72

Annualized Net Operating Income ("NOI") for the three months ended June 30, 2022 was $337.1 million, compared to $370.7 million for the three months ended March 31, 2022, at our share. (Excluding the assets that were sold or recapitalized, Annualized NOI for the three months ended June 30, 2022 was $328.9 million, compared to $320.9 million for the three months ended March 31, 2022, at our share.)
Same Store NOI ("SSNOI") at our share increased 13.8% year-over-year to $79.3 million for the three months ended June 30, 2022. SSNOI at our share increased 13.9% year-over-year to $155.4 million for the six months ended June 30, 2022.
- The increase in SSNOI was substantially attributable to (i) higher occupancy and rents, and lower concessions and bad debt reserves in our multifamily portfolio, (ii) higher occupancy and average daily rates at the Crystal City Marriott, (iii) an increase in parking revenue in our commercial portfolio and (iv) the burn-off of rent abatement in our commercial portfolio.

Operating Portfolio

The operating commercial portfolio was 87.3% leased and 86.1% occupied as of June 30, 2022, compared to 85.2% and 83.3% as of March 31, 2022, at our share. (Excluding the assets that were sold or recapitalized, the operating commercial portfolio was 87.1% leased and 85.7% occupied as of March 31, 2022, at our share.)
The operating multifamily portfolio was 95.7% leased and 92.3% occupied as of June 30, 2022, compared to 94.1% and 91.6% as of March 31, 2022, at our share. Our multifamily portfolio in-service assets were 96.6% leased and 93.1% occupied as of June 30, 2022, compared to 95.5% and 92.9% as of March 31, 2022, at our share. (Excluding our newly delivered and acquired assets (8001 Woodmont, West Half, The Wren and The Batley), our portfolio ended the quarter at 97.7% leased and 94.7% occupied.)
Executed approximately 326,000 square feet of office leases at our share during the three months ended June 30, 2022, comprising approximately 28,000 square feet of first-generation leases and approximately 298,000 square feet of second-generation leases, which generated an 18.7% rental rate decrease on a GAAP basis and a 16.0% rental rate decrease on a cash basis. When we exclude non-core office assets intended for recycling, our mark-to-market in National Landing was negative 2.0%.
Executed approximately 536,000 square feet of office leases at our share during the six months ended June 30, 2022, comprising approximately 50,000 square feet of first-generation leases and approximately 486,000 square feet of second-generation leases, which generated a 7.4% rental rate decrease on a GAAP basis and a 9.7% rental rate decrease on a cash basis.

Development Portfolio

Under-Construction

As of June 30, 2022, we had two multifamily assets under construction consisting of 1,583 units at our share.

Near-Term Development Pipeline

As of June 30, 2022, we had eight near-term development pipeline assets consisting of 3.5 million square feet of estimated potential development density at our share.

Future Development Pipeline

As of June 30, 2022, we had 16 future development pipeline assets consisting of 6.3 million square feet of estimated potential development density at our share.

Third-Party Asset Management and Real Estate Services Business

For the three months ended June 30, 2022, revenue from third-party real estate services, including reimbursements, was $22.2 million. Excluding reimbursements and service revenue from our interests in consolidated and unconsolidated real estate ventures, revenue from our third-party asset management and real estate services business was $11.9 million, primarily driven by $6.0 million of property and asset management fees, $3.6 million of development fees, $1.3 million of other service revenue and $1.0 million of leasing fees.

Balance Sheet

As of June 30, 2022, our total enterprise value was approximately $5.2 billion, comprising 131.1 million common shares and units valued at $3.1 billion, and debt (net of premium / (discount) and deferred financing costs) at our share of $2.3 billion, less cash and cash equivalents at our share of $181.9 million.
As of June 30, 2022, we had $162.3 million of cash and cash equivalents ($181.9 million of cash and cash equivalents at our share), and $999.5 million of capacity under our credit facility.
Net Debt to annualized Adjusted EBITDA at our share for the three months ended June 30, 2022 was 8.1x and our Net Debt / total enterprise value was 40.4% as of June 30, 2022. Net Debt to annualized Adjusted EBITDA would have been 7.6x for the three months ended June 30, 2022, and Net Debt / total enterprise value would have been 38.1% as of June 30, 2022 after including the net proceeds from the sales and recapitalizations that are held in escrow at a qualified intermediary to facilitate a potential like-kind exchange and removing the Adjusted EBITDA generated during the quarter from assets that were sold or recapitalized.

Investing and Financing Activities

On June 1, 2022, our unconsolidated real estate venture between us (55%) and Canadian Pension Plan Investment Board (45%) sold 1900 N Street, a 270,000 square feet commercial asset in Washington, DC for $145.8 million at our share.
On May 25, 2022, we sold Pen Place to Amazon for $198.0 million.
On April 29, 2022, we sold a 99-year term leasehold interest in a future development asset located in Reston, VA.
On April 13, 2022, we formed an unconsolidated real estate venture with affiliates of Fortress Investment Group LLC ("Fortress") to recapitalize a 1.6 million square foot office portfolio and land parcels valued at $580.0 million comprising four wholly owned commercial assets (7200 Wisconsin Avenue, 1730 M Street, RTC-West/RTC-West Trophy Office/RTC-West Land and Courthouse Plaza 1 and 2). Fortress contributed $131.0 million for a 66.5% interest in the venture. In connection with the transaction, the venture obtained mortgage loans totaling $458.0 million secured by the properties, of which $402.0 million was drawn at closing. We provide asset management, property management and leasing services to the venture.
On April 1, 2022, we sold the Universal Buildings, commercial assets located in Washington DC, for $228.0 million.
We repaid the outstanding balance on our revolving credit facility totaling $300.0 million.
We repurchased and retired 8.5 million common shares for $213.9 million, a weighted average purchase price per share of $25.15. In June 2022, our Board of Trustees increased our common share repurchase authorization by $500 million to $1 billion.

Subsequent to June 30, 2022:

In July 2022, we borrowed $100.0 million under our revolving credit facility.
In July 2022, our Tranche A‑2 Term Loan was amended to increase its borrowing capacity by $200.0 million. The incremental $200.0 million includes a one-year delayed draw feature, which was undrawn as of the date of this release. The amendment extends the maturity date of the term loan from July 2024 to January 2028 and amends the interest rate to SOFR plus 1.25% per annum based on our current leverage level with a resulting all-in interest rate of 2.59%, including our current interest rate swaps, as of the date of this release. We also entered into two forward-starting interest rate swaps with an effective date of July 2024 and a total notional value of $200.0 million, which will effectively fix SOFR at a weighted average interest rate of 2.25% through the maturity date, resulting in an all-in interest rate of 3.50% beginning in July 2024 based on our current leverage level.
On August 1, 2022, we acquired the remaining 36.0% ownership interest in Atlantic Plumbing, a multifamily asset owned by an unconsolidated real estate venture, for $19.7 million.
In July 2022, we repurchased and retired 1.5 million common shares for $36.0 million, a weighted average purchase price per share of $23.92.

Dividends

On July 29, 2022, our Board of Trustees declared a quarterly dividend of $0.225 per common share, payable on August 26, 2022 to shareholders of record as of August 12, 2022.

About JBG SMITH

JBG SMITH owns, operates, invests in and develops a dynamic portfolio of mixed-use properties in the high growth and high barrier-to-entry submarkets in and around Washington, DC. Through an intense focus on placemaking, JBG SMITH cultivates vibrant, amenity-rich, walkable neighborhoods throughout the Washington, DC metropolitan area. Over half of JBG SMITH’s holdings are in the National Landing submarket in Northern Virginia, where it serves as the developer for Amazon’s new headquarters, and where Virginia Tech’s $1 billion Innovation Campus is under construction. JBG SMITH's portfolio currently comprises 15.5 million square feet of high-growth office, multifamily and retail assets at share, 98% of which are metro-served. It also maintains a development pipeline encompassing 9.8 million square feet of mixed-use development opportunities. JBG SMITH is committed to the operation and development of green, smart, and healthy buildings and plans to maintain carbon neutral operations annually. For more information on JBG SMITH please visit www.jbgsmith.com.

Forward-Looking Statements

Certain statements contained herein may constitute "forward-looking statements" as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Consequently, the future results, financial condition and business of JBG SMITH Properties ("JBG SMITH", the "Company", "we", "us", "our" or similar terms) may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as "approximate", "hypothetical", "potential", "believes", "expects", "anticipates", "estimates", "intends", "plans", "would", "may" or similar expressions in this earnings release. One of the most significant factors that could cause actual outcomes to differ materially from our forward-looking statements is the adverse effect of the current pandemic of the novel coronavirus, or COVID-19, and the ensuing economic turmoil on the Company, our financial condition, results of operations, cash flows, performance, our tenants, the real estate market, and the global economy and financial markets. The extent to which COVID-19 continues to impact us and our tenants depends on future developments, many of which are highly uncertain and cannot be predicted with confidence. These developments include: the continued severity, duration, transmission rate and geographic spread of COVID-19 in the United States, the duration of associated immunity and vaccine efficacy against variants of COVID-19, the extent and effectiveness of other containment measures taken, and the response of the overall economy, the financial markets and the population (including the potential effects of inflation), particularly in areas in which we operate, and whether the residential market in the Washington, DC area and any of our properties will be materially impacted by the various moratoriums on residential evictions, among others. Moreover, investors are cautioned to interpret many of the risks identified under the section titled "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 as being heightened as a result of the ongoing and numerous adverse impacts of the COVID-19 pandemic. We also note the following forward-looking statements: the impact of COVID-19 and the ensuing economic turmoil on our Company, NOI, SSNOI, net asset value, share price, occupancy rates, revenue from our multifamily and commercial portfolios, operating costs, deferrals of rent, uncollectible operating lease receivables, parking revenue, and burn-off of rent abatement; the impact of disruptions to the credit and capital markets on our ability to access capital, including refinancing maturing debt; changes to the amount and manner in which tenants use space; whether we incur additional costs or make additional concessions or offer other incentives to existing or prospective tenants to reconfigure space; whether the Washington, DC area will be more resilient than other parts of the country in any recession resulting from COVID-19; whether we will recognize currently estimated unrecognized development fee revenue on the anticipated timing or at all; our annual dividend per share and dividend yield; whether in the case of our under-construction and near-term development pipeline assets, estimated square feet, estimated number of units and in the case of our future development pipeline assets, estimated potential development density are accurate; expected key Amazon transaction terms and timeframes for closing any Amazon transactions not yet closed; planned infrastructure and educational improvements related to Amazon's additional headquarters and the Virginia Tech Innovation Campus; the economic impact, job growth, expansion of public transportation and related demand for multifamily and commercial properties of Amazon's additional headquarters on the DC area and National Landing and the speed with which such impact occurs and Amazon’s plans for accelerated hiring and in-person work requirements; the impact of our role as the developer, property manager and retail leasing agent in connection with Amazon's new headquarters; our development plans related to National Landing; our ability to satisfy environmental, social or governance standards set by various constituencies; whether we can access agency debt secured by our currently unencumbered multifamily assets timely, on reasonable terms or at all; and whether the allocation of capital to our share repurchase plan has any impact on our share price.

Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict. These factors include, among others: adverse economic conditions in the Washington, DC metropolitan area, including in relation to COVID-19, the timing of and costs associated with development and property improvements, financing commitments, and general competitive factors. For further discussion of factors that could materially affect the outcome of our forward-looking statements and other risks and uncertainties, see "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Cautionary Statement Concerning Forward-Looking Statements in the Company's Annual Report on Form 10‑K for the year ended December 31, 2021 and other periodic reports the Company files with the Securities and Exchange Commission. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the date hereof.

Pro Rata Information

We present certain financial information and metrics in this release "at JBG SMITH Share," which refers to our ownership percentage of consolidated and unconsolidated assets in real estate ventures (collectively, "real estate ventures") as applied to these financial measures and metrics. Financial information "at JBG SMITH Share" is calculated on an asset-by-asset basis by applying our percentage economic interest to each applicable line item of that asset's financial information. "At JBG SMITH Share" information, which we also refer to as being "at share," "our pro rata share" or "our share," is not, and is not intended to be, a presentation in accordance with GAAP. Given that a substantial portion of our assets are held through real estate ventures, we believe this form of presentation, which presents our economic interests in the partially owned entities, provides investors valuable information regarding a significant component of our portfolio, its composition, performance and capitalization.

We do not control the unconsolidated real estate ventures and do not have a legal claim to our co-venturers' share of assets, liabilities, revenue and expenses. The operating agreements of the unconsolidated real estate ventures generally allow each co-venturer to receive cash distributions to the extent there is available cash from operations. The amount of cash each investor receives is based upon specific provisions of each operating agreement and varies depending on certain factors including the amount of capital contributed by each investor and whether any investors are entitled to preferential distributions.

With respect to any such third-party arrangement, we would not be in a position to exercise sole decision-making authority regarding the property, real estate venture or other entity, and may, under certain circumstances, be exposed to economic risks not present were a third-party not involved. We and our respective co-venturers may each have the right to trigger a buy-sell or forced sale arrangement, which could cause us to sell our interest, or acquire our co-venturers' interests, or to sell the underlying asset, either on unfavorable terms or at a time when we otherwise would not have initiated such a transaction. Our real estate ventures may be subject to debt, and the repayment or refinancing of such debt may require equity capital calls. To the extent our co-venturers do not meet their obligations to us or our real estate ventures or they act inconsistent with the interests of the real estate venture, we may be adversely affected. Because of these limitations, the non-GAAP "at JBG SMITH Share" financial information should not be considered in isolation or as a substitute for our financial statements as reported under GAAP.

Occupancy, non-GAAP financial measures and leverage metrics presented in our investor package exclude our 10.0% subordinated interest in one commercial building and our 33.5% subordinated interest in four commercial buildings, as well as the associated non-recourse mortgages payable, held through unconsolidated real estate ventures, as our investment in each real estate venture is zero, we do not anticipate receiving any near-term cash flow distributions from the real estate ventures and have not guaranteed their obligations or otherwise committed to providing financial support.

Non-GAAP Financial Measures

This release includes non-GAAP financial measures. For these measures, we have provided an explanation of how these non-GAAP measures are calculated and why JBG SMITH's management believes that the presentation of these measures provides useful information to investors regarding JBG SMITH's financial condition and results of operations. Reconciliations of certain non-GAAP measures to the most directly comparable GAAP financial measure are included in this earnings release. Our presentation of non-GAAP financial measures may not be comparable to similar non-GAAP measures used by other companies. In addition to "at share" financial information, the following non-GAAP measures are included in this release:

Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"), EBITDA for Real Estate ("EBITDAre") and "Adjusted EBITDA" are non-GAAP financial measures. EBITDA and EBITDAre are used by management as supplemental operating performance measures, which we believe help investors and lenders meaningfully evaluate and compare our operating performance from period-to-period by removing from our operating results the impact of our capital structure (primarily interest charges from our outstanding debt and the impact of our interest rate swaps) and certain non-cash expenses (primarily depreciation and amortization on our assets). EBITDAre is computed in accordance with the definition established by the National Association of Real Estate Investment Trusts ("Nareit"). Nareit defines EBITDAre as GAAP net income (loss) adjusted to exclude interest expense, income taxes, depreciation and amortization expenses, gains and losses on sales of real estate and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, including our share of such adjustments of unconsolidated real estate ventures. These supplemental measures may help investors and lenders understand our ability to incur and service debt and to make capital expenditures. EBITDA and EBITDAre are not substitutes for net income (loss) (computed in accordance with GAAP) and may not be comparable to similarly titled measures used by other companies.

Adjusted EBITDA represents EBITDAre adjusted for items we believe are not representative of ongoing operating results, such as Transaction and Other Costs, impairment write-downs of right-of-use assets associated with leases in which we are a lessee, gain (loss) on the extinguishment of debt, earnings (losses) and distributions in excess of our investment in unconsolidated real estate ventures, lease liability adjustments, income from investments, business interruption insurance proceeds and share-based compensation expense related to the Formation Transaction and special equity awards. We believe that adjusting such items not considered part of our comparable operations, provides a meaningful measure to evaluate and compare our performance from period-to-period.

Because EBITDA, EBITDAre and Adjusted EBITDA have limitations as analytical tools, we use EBITDA, EBITDAre and Adjusted EBITDA to supplement GAAP financial measures. Additionally, we believe that users of these measures should consider EBITDA, EBITDAre and Adjusted EBITDA in conjunction with net income (loss) and other GAAP measures in understanding our operating results.

Funds from Operations ("FFO"), "Core FFO" and Funds Available for Distribution ("FAD") are non-GAAP financial measures. FFO is computed in accordance with the definition established by Nareit in the Nareit FFO White Paper - 2018 Restatement. Nareit defines FFO as net income (loss) (computed in accordance with GAAP), excluding depreciation and amortization related to real estate, gains and losses from the sale of certain real estate assets, gains and losses from change in control and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, including our share of such adjustments for unconsolidated real estate ventures.

Core FFO represents FFO adjusted to exclude items (net of tax) which we believe are not representative of ongoing operating results, such as Transaction and Other Costs, impairment write-downs of right-of-use assets associated with leases in which we are a lessee, gains (or losses) on the extinguishment of debt, earnings (losses) and distributions in excess of our investment in unconsolidated real estate ventures, share-based compensation expense related to the Formation Transaction and special equity awards, lease liability adjustments, income from investments, business interruption insurance proceeds, amortization of the management contracts intangible and the mark-to-market of derivative instruments including our share of such adjustments for unconsolidated real estate ventures.

FAD represents Core FFO less recurring tenant improvements, leasing commissions and other capital expenditures, net deferred rent activity, third-party lease liability assumption payments, recurring share-based compensation expense, accretion of acquired below-market leases, net of amortization of acquired above-market leases, amortization of debt issuance costs and other non-cash income and charges, including our share of such adjustments for unconsolidated real estate ventures. FAD is presented solely as a supplemental disclosure that management believes provides useful information as it relates to our ability to fund dividends.

We believe FFO, Core FFO and FAD are meaningful non‑GAAP financial measures useful in comparing our levered operating performance from period-to-period and as compared to similar real estate companies because these non‑GAAP measures exclude real estate depreciation and amortization expense and other non-comparable income and expenses, which implicitly assumes that the value of real estate diminishes predictably over time rather than fluctuating based on market conditions. FFO, Core FFO and FAD do not represent cash generated from operating activities and are not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income (loss) (computed in accordance with GAAP) as a performance measure or cash flow as a liquidity measure. FFO, Core FFO and FAD may not be comparable to similarly titled measures used by other companies.

"Net Debt" is a non-GAAP financial measurement. Net Debt represents our total consolidated and unconsolidated indebtedness less cash and cash equivalents at our share. Net Debt is an important component in the calculations of Net Debt to Annualized Adjusted EBITDA and Net Debt / total enterprise value. We believe that Net Debt is a meaningful non-GAAP financial measure useful to investors because we review Net Debt as part of the management of our overall financial flexibility, capital structure and leverage. We may utilize a considerable portion of our cash and cash equivalents at any given time for purposes other than debt reduction. In addition, cash and cash equivalents at our share may not be solely controlled by us. The deduction of cash and cash equivalents at our share from consolidated and unconsolidated indebtedness in the calculation of Net Debt, therefore, should not be understood to mean that it is available exclusively for debt reduction at any given time.

Net Operating Income ("NOI") and "Annualized NOI" are non-GAAP financial measures management uses to assess a segment's performance. The most directly comparable GAAP measure is net income (loss) attributable to common shareholders. We use NOI internally as a performance measure and believe NOI provides useful information to investors regarding our financial condition and results of operations because it reflects only property related revenue (which includes base rent, tenant reimbursements and other operating revenue, net of Free Rent and payments associated with assumed lease liabilities) less operating expenses and ground rent for operating leases, if applicable. NOI also excludes deferred rent, related party management fees, interest expense, and certain other non-cash adjustments, including the accretion of acquired below-market leases and the amortization of acquired above-market leases and below-market ground lease intangibles. Management uses NOI as a supplemental performance measure of our assets and believes it provides useful information to investors because it reflects only those revenue and expense items that are incurred at the asset level, excluding non-cash items. In addition, NOI is considered by many in the real estate industry to be a useful starting point for determining the value of a real estate asset or group of assets. However, because NOI excludes depreciation and amortization and captures neither the changes in the value of our assets that result from use or market conditions, nor the level of capital expenditures and capitalized leasing commissions necessary to maintain the operating performance of our assets, all of which have real economic effect and could materially impact the financial performance of our assets, the utility of NOI as a measure of the operating performance of our assets is limited. NOI presented by us may not be comparable to NOI reported by other REITs that define these measures differently. We believe to facilitate a clear understanding of our operating results, NOI should be examined in conjunction with net income (loss) attributable to common shareholders as presented in our financial statements. NOI should not be considered as an alternative to net income (loss) attributable to common shareholders as an indication of our performance or to cash flows as a measure of liquidity or our ability to make distributions. Annualized NOI, for all assets except Crystal City Marriott, represents NOI for the three months ended June 30, 2022 multiplied by four. Due to seasonality in the hospitality business, Annualized NOI for Crystal City Marriott represents the trailing 12‑month NOI as of June 30, 2022. Management believes Annualized NOI provides useful information in understanding our financial performance over a 12‑month period, however, investors and other users are cautioned against attributing undue certainty to our calculation of Annualized NOI. Actual NOI for any 12‑month period will depend on a number of factors beyond our ability to control or predict, including general capital markets and economic conditions, any bankruptcy, insolvency, default or other failure to pay rent by one or more of our tenants and the destruction of one or more of our assets due to terrorist attack, natural disaster or other casualty, among others. We do not undertake any obligation to update our calculation to reflect events or circumstances occurring after the date of this earnings release. There can be no assurance that the Annualized NOI shown will reflect our actual results of operations over any 12‑month period.

"Non-Same Store" refers to all operating assets excluded from the same store pool.

"Same Store" refers to the pool of assets that were in-service for the entirety of both periods being compared, which excludes assets for which significant redevelopment, renovation, or repositioning occurred during either of the periods being compared.

Definitions

"Estimated Potential Development Density" reflects management's estimate of developable gross square feet based on our current business plans with respect to real estate owned or controlled as of June 30, 2022. Our current business plans may contemplate development of less than the maximum potential development density for individual assets. As market conditions change, our business plans, and therefore, the Estimated Potential Development Density, could change accordingly. Given timing, zoning requirements and other factors, we make no assurance that Estimated Potential Development Density amounts will become actual density to the extent we complete development of assets for which we have made such estimates.

"First-generation" is a lease on space that had been vacant for at least nine months or a lease on newly delivered space.

"Formation Transaction" refers collectively to the spin-off on July 17, 2017 of substantially all of the assets and liabilities of Vornado Realty Trust's Washington, DC segment, which operated as Vornado / Charles E. Smith, and the acquisition of the management business and certain assets and liabilities of The JBG Companies.

"Free Rent" means the amount of base rent and tenant reimbursements that are abated according to the applicable lease agreement(s).

"Future Development Pipeline" refers to assets that are development opportunities on which we do not intend to commence construction within the next three years where we (i) own land or control the land through a ground lease or (ii) are under a long-term conditional contract to purchase, or enter into, a leasehold interest with respect to land.

"GAAP" refers to accounting principles generally accepted in the United States of America.

"In-Service" refers to commercial or multifamily assets that are at or above 90% leased or have been operating and collecting rent for more than 12 months as of June 30, 2022.

"Near-Term Development Pipeline" refers to select assets that have the potential to commence construction over the next three years, subject to receipt of full entitlements, completion of design and market conditions.

"Second-generation" is a lease on space that had been vacant for less than nine months.

"Transaction and Other Costs" include demolition costs, integration and severance costs, pursuit costs related to other completed, potential and pursued transactions, as well as other expenses.

"Under-Construction" refers to assets that were under construction during the three months ended June 30, 2022.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

	in thousands	June 30, 2022		December 31, 2021

	ASSETS
	Real estate, at cost:
	Land and improvements	$	1,217,216	$	1,378,218
	Buildings and improvements		4,004,286		4,513,606
	Construction in progress, including land		385,085		344,652
			5,606,587		6,236,476
	Less: accumulated depreciation		(1,257,871)		(1,368,003)
	Real estate, net		4,348,716		4,868,473
	Cash and cash equivalents		162,270		264,356
	Restricted cash		212,848		37,739
	Tenant and other receivables		46,605		44,496
	Deferred rent receivable		154,487		192,265
	Investments in unconsolidated real estate ventures		414,349		462,885
	Intangible assets, net		157,819		201,956
	Other assets, net		82,808		240,160
	Assets held for sale		—		73,876
	TOTAL ASSETS	$	5,579,902	$	6,386,206

	LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
	Liabilities:
	Mortgages payable, net	$	1,612,169	$	1,777,699
	Revolving credit facility		—		300,000
	Unsecured term loans, net		398,500		398,664
	Accounts payable and accrued expenses		112,784		106,136
	Other liabilities, net		111,852		342,565
	Total liabilities		2,235,305		2,925,064
	Commitments and contingencies
	Redeemable noncontrolling interests		521,392		522,725
	Total equity		2,823,205		2,938,417
	TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY	$	5,579,902	$	6,386,206

_________________ Note: For complete financial statements, please refer to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

in thousands, except per share data	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
REVENUE
Property rental	$	117,036	$	122,819	$	248,634	$	245,060
Third-party real estate services, including reimbursements		22,157		26,745		46,127		64,852
Other revenue		6,312		5,080		12,709		10,021
Total revenue		145,505		154,644		307,470		319,933
EXPENSES
Depreciation and amortization		49,479		56,678		107,541		121,404
Property operating		35,445		35,000		76,089		69,731
Real estate taxes		14,946		18,558		33,132		36,868
General and administrative:
Corporate and other		14,782		13,895		30,597		26,370
Third-party real estate services		24,143		25,557		51,192		54,493
Share-based compensation related to Formation Transaction and special equity awards		1,577		4,441		3,821		9,386
Transaction and other costs		1,987		2,270		2,886		5,960
Total expenses		142,359		156,399		305,258		324,212
OTHER INCOME (EXPENSE)
Income (loss) from unconsolidated real estate ventures, net		(2,107)		3,953		1,038		3,010
Interest and other income (loss), net		1,672		(38)		15,918		(29)
Interest expense		(16,041)		(16,773)		(32,319)		(33,069)
Gain on the sale of real estate, net		158,767		11,290		158,631		11,290
Loss on the extinguishment of debt		(1,038)		—		(1,629)		—
Total other income (expense)		141,253		(1,568)		141,639		(18,798)
INCOME (LOSS) BEFORE INCOME TAX (EXPENSE) BENEFIT		144,399		(3,323)		143,851		(23,077)
Income tax (expense) benefit		(2,905)		5		(2,434)		(4,310)
NET INCOME (LOSS)		141,494		(3,318)		141,417		(27,387)
Net (income) loss attributable to redeemable noncontrolling interests		(18,248)		345		(18,258)		2,575
Net loss attributable to noncontrolling interests		29		—		84		1,108
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)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED		121,316		131,480		123,984		131,510

_________________ Note: For complete financial statements, please refer to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022.

EBITDA, EBITDAre AND ADJUSTED EBITDA RECONCILIATIONS (NON-GAAP) (Unaudited)

	dollars in thousands	Three Months Ended June 30,						Six Months Ended June 30,
		2022			2021			2022			2021

	EBITDA, EBITDAre and Adjusted EBITDA
	Net income (loss)	$	141,494		$	(3,318)		$	141,417		$	(27,387)
	Depreciation and amortization expense		49,479			56,678			107,541			121,404
	Interest expense		16,041			16,773			32,319			33,069
	Income tax expense (benefit)		2,905			(5)			2,434			4,310
	Unconsolidated real estate ventures allocated share of above adjustments		9,494			10,581			19,323			20,745
	EBITDA attributable to noncontrolling interests		(47)			(41)			(73)			1,030
	EBITDA	$	219,366		$	80,668		$	302,961		$	153,171
	Gain on the sale of real estate, net		(158,767)			(11,290)			(158,631)			(11,290)
	Gain on the sale of unconsolidated real estate assets		(936)			(5,189)			(6,179)			(5,189)

	EBITDAre	$	59,663		$	64,189		$	138,151		$	136,692
	Transaction and other costs ⁽¹⁾		1,987			2,270			2,852			4,852
	Income from investments, net		(1,217)			—			(15,288)			—
	Loss on the extinguishment of debt		1,038			—			1,629			—
	Share-based compensation related to Formation Transaction and special equity awards		1,577			4,441			3,821			9,386
	Earnings and distributions in excess of our investment in unconsolidated real estate venture		(124)			(92)			(565)			(422)
	Unconsolidated real estate ventures allocated share of above adjustments		1,841			9			2,045			40

	Adjusted EBITDA	$	64,765		$	70,817		$	132,645		$	150,548

	Net Debt to Annualized Adjusted EBITDA ⁽²⁾		8.1	x		7.6	x		7.9	x		7.2	x

								June 30, 2022			June 30, 2021
	Net Debt (at JBG SMITH Share)
	Consolidated indebtedness ⁽³⁾							$	2,000,762		$	1,979,494
	Unconsolidated indebtedness ⁽³⁾								279,534			399,262
	Total consolidated and unconsolidated indebtedness								2,280,296			2,378,756
	Less: cash and cash equivalents								181,882			217,543
	Net Debt (at JBG SMITH Share)							$	2,098,414		$	2,161,213

_________________ Note: All EBITDA measures as shown above are attributable to common limited partnership units ("OP Units").
(1)		Includes demolition costs, integration and severance costs, pursuit costs related to other completed, potential and pursued transactions, as well as other expenses. For the six months ended June 30, 2022 and 2021, excludes $34,000 and $1.1 million of transaction costs attributable to noncontrolling interests.
(2)		Calculated using the Net Debt below. Quarterly Adjusted EBITDA is annualized by multiplying by four. Adjusted EBITDA for the six months ended June 30, 2022 and 2021 is annualized by multiplying by two. Net Debt to annualized Adjusted EBITDA would have been 7.6x and 8.0x for the three and six months ended June 30, 2022, after including the net proceeds from the sales and recapitalizations that are held in escrow at a qualified intermediary to facilitate a potential like-kind exchange and removing the Adjusted EBITDA generated during the quarter from assets that were sold or recapitalized.
(3)		Net of premium/discount and deferred financing costs.

FFO, CORE FFO AND FAD RECONCILIATIONS (NON-GAAP) (Unaudited)

	in thousands, except per share data	Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021

	FFO and Core FFO
	Net income (loss) attributable to common shareholders	$	123,275	$	(2,973)	$	123,243	$	(23,704)
	Net income (loss) attributable to redeemable noncontrolling interests		18,248		(345)		18,258		(2,575)
	Net loss attributable to noncontrolling interests		(29)		—		(84)		(1,108)
	Net income (loss)		141,494		(3,318)		141,417		(27,387)
	Gain on the sale of real estate, net of tax		(155,642)		(11,290)		(155,506)		(11,290)
	Gain on the sale of unconsolidated real estate assets		(936)		(5,189)		(6,179)		(5,189)
	Real estate depreciation and amortization		47,242		54,475		102,759		116,975
	Pro rata share of real estate depreciation and amortization from unconsolidated real estate ventures		6,416		7,277		13,286		14,588
	FFO attributable to noncontrolling interests		(47)		(41)		(73)		1,030
	FFO Attributable to OP Units	$	38,527	$	41,914	$	95,704	$	88,727
	FFO attributable to redeemable noncontrolling interests		(4,966)		(4,054)		(10,843)		(8,539)
	FFO Attributable to Common Shareholders	$	33,561	$	37,860	$	84,861	$	80,188

	FFO attributable to OP Units	$	38,527	$	41,914	$	95,704	$	88,727
	Transaction and other costs, net of tax ⁽¹⁾		1,892		2,241		2,735		4,793
	Income from investments, net		(957)		—		(11,495)		—
	(Gain) loss from mark-to-market on derivative instruments		(2,027)		46		(5,394)		(87)
	Loss on the extinguishment of debt		1,038		—		1,629		—
	Earnings and distributions in excess of our investment in unconsolidated real estate venture		(124)		(92)		(565)		(422)
	Share-based compensation related to Formation Transaction and special equity awards		1,577		4,441		3,821		9,386
	Amortization of management contracts intangible, net of tax		1,106		1,073		2,211		2,145
	Unconsolidated real estate ventures allocated share of above adjustments		1,593		6		1,545		(4)
	Core FFO Attributable to OP Units	$	42,625	$	49,629	$	90,191	$	104,538
	Core FFO attributable to redeemable noncontrolling interests		(5,494)		(4,800)		(10,383)		(10,060)
	Core FFO Attributable to Common Shareholders	$	37,131	$	44,829	$	79,808	$	94,478
	FFO per common share - diluted	$	0.28	$	0.29	$	0.68	$	0.61
	Core FFO per common share - diluted	$	0.31	$	0.34	$	0.64	$	0.72
	Weighted average shares - diluted (FFO and Core FFO)		121,327		131,485		123,990		131,513

See footnotes under table below.

FFO, CORE FFO AND FAD RECONCILIATIONS (NON-GAAP) (Unaudited)

	in thousands, except per share data	Three Months Ended June 30,						Six Months Ended June 30,
		2022			2021			2022			2021

	FAD
	Core FFO attributable to OP Units	$	42,625		$	49,629		$	90,191		$	104,538
	Recurring capital expenditures and Second-generation tenant improvements and leasing commissions ⁽²⁾		(13,300)			(12,226)			(27,002)			(22,657)
	Straight-line and other rent adjustments ⁽³⁾		(1,978)			(4,088)			(3,769)			(8,853)
	Third-party lease liability assumption payments		(25)			(703)			(25)			(1,381)
	Share-based compensation expense		10,171			9,045			20,664			17,115
	Amortization of debt issuance costs		1,135			1,096			2,311			2,201
	Unconsolidated real estate ventures allocated share of above adjustments		(289)			(1,333)			(937)			(2,659)
	Non-real estate depreciation and amortization		760			727			1,828			1,477
	FAD available to OP Units (A)	$	39,099		$	42,147		$	83,261		$	89,781
	Distributions to common shareholders and unitholders(B)	$	31,768		$	33,511		$	64,371		$	68,946
	FAD Payout Ratio (B÷A) ⁽⁴⁾		81.3	%		79.5	%		77.3	%		76.8	%

	Capital Expenditures
	Maintenance and recurring capital expenditures	$	6,091		$	4,376		$	10,911		$	8,302
	Share of maintenance and recurring capital expenditures from unconsolidated real estate ventures		312			324			394			371
	Second-generation tenant improvements and leasing commissions		6,713			7,454			15,307			13,518
	Share of Second-generation tenant improvements and leasing commissions from unconsolidated real estate ventures		184			72			390			466
	Recurring capital expenditures and Second-generation tenant improvements and leasing commissions		13,300			12,226			27,002			22,657
	Non-recurring capital expenditures		13,552			4,352			26,362			7,188
	Share of non-recurring capital expenditures from unconsolidated real estate ventures		37			56			49			107
	First-generation tenant improvements and leasing commissions		4,197			1,703			8,647			2,538
	Share of First-generation tenant improvements and leasing commissions from unconsolidated real estate ventures		244			199			717			1,391
	Non-recurring capital expenditures		18,030			6,310			35,775			11,224
	Total JBG SMITH Share of Capital Expenditures	$	31,330		$	18,536		$	62,777		$	33,881

_________________
(1)		Includes demolition costs, integration and severance costs, pursuit costs related to other completed, potential and pursued transactions, as well as other expenses. For the six months ended June 30, 2022 and 2021, excludes $34,000 and $1.1 million of transaction costs attributable to noncontrolling interests.
(2)		Includes amounts, at JBG SMITH Share, related to unconsolidated real estate ventures.
(3)		Includes straight-line rent, above/below market lease amortization and lease incentive amortization.
(4)		The quarterly FAD payout ratio is not necessarily indicative of an amount for the full year due to fluctuation in the timing of capital expenditures, the commencement of new leases and the seasonality of our operations.

NOI RECONCILIATIONS (NON-GAAP) (Unaudited)

	dollars in thousands	Three Months Ended June 30,					Six Months Ended June 30,
		2022			2021		2022			2021

	Net income (loss) attributable to common shareholders	$	123,275		$	(2,973)	$	123,243		$	(23,704)
	Add:
	Depreciation and amortization expense		49,479			56,678		107,541			121,404
	General and administrative expense:
	Corporate and other		14,782			13,895		30,597			26,370
	Third-party real estate services		24,143			25,557		51,192			54,493
	Share-based compensation related to Formation Transaction and special equity awards		1,577			4,441		3,821			9,386
	Transaction and other costs		1,987			2,270		2,886			5,960
	Interest expense		16,041			16,773		32,319			33,069
	Loss on the extinguishment of debt		1,038			—		1,629			—
	Income tax expense (benefit)		2,905			(5)		2,434			4,310
	Net income (loss) attributable to redeemable noncontrolling interests		18,248			(345)		18,258			(2,575)
	Net loss attributable to noncontrolling interests		(29)			—		(84)			(1,108)
	Less:
	Third-party real estate services, including reimbursements revenue		22,157			26,745		46,127			64,852
	Other revenue		1,798			1,904		3,994			4,090
	Income (loss) from unconsolidated real estate ventures, net		(2,107)			3,953		1,038			3,010
	Interest and other income (loss), net		1,672			(38)		15,918			(29)
	Gain on the sale of real estate, net		158,767			11,290		158,631			11,290

	Consolidated NOI		71,159			72,437		148,128			144,392
	NOI attributable to unconsolidated real estate ventures at our share		8,321			8,109		15,268			15,613
	Non-cash rent adjustments ⁽¹⁾		(1,978)			(4,088)		(3,769)			(8,853)
	Other adjustments ⁽²⁾		5,695			5,191		14,443			9,933
	Total adjustments		12,038			9,212		25,942			16,693
	NOI	$	83,197		$	81,649	$	174,070		$	161,085
	Less: out-of-service NOI loss ⁽³⁾		(2,046)			(1,329)		(3,498)			(2,619)
	Operating Portfolio NOI	$	85,243		$	82,978	$	177,568		$	163,704
	Non-Same Store NOI ⁽⁴⁾		5,915			13,257		22,152			27,226
	Same Store NOI ⁽⁵⁾	$	79,328		$	69,721	$	155,416		$	136,478

	Change in Same Store NOI		13.8	%				13.9	%
	Number of properties in Same Store pool		52					52

_________________
(1)		Adjustment to exclude straight-line rent, above/below market lease amortization and lease incentive amortization.
(2)		Adjustment to include other revenue and payments associated with assumed lease liabilities related to operating properties and to exclude commercial lease termination revenue and allocated corporate general and administrative expenses to operating properties.
(3)		Includes the results of our Under-Construction assets, and Near-Term and Future Development Pipelines.
(4)		Includes the results of properties that were not In-Service for the entirety of both periods being compared and properties for which significant redevelopment, renovation or repositioning occurred during either of the periods being compared.
(5)		Includes the results of the properties that are owned, operated and In-Service for the entirety of both periods being compared.

Contacts

Barbat Rodgers
Senior Vice President, Investor Relations
(240) 333‑3805
brodgers@jbgsmith.com

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