What changed in this filing

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Item 1. Financial Statements

2021-08-03 compared with 2021-05-04 · 276 added, 164 removed, 599 unchanged (42% of the section changed)

3 unchanged sentences

(In thousands, except par value amounts)

March 31, 2021

June 30, 2021

December 31, 2020

20 unchanged sentences

Other liabilities, net

Liabilities related to assets held for sale

Total liabilities

4 unchanged sentences

Common shares, $ 0.01 par value - 500,000 shares authorized;

131,277 and 131,778 shares issued and outstanding as of March 31, 2021 and December 31, 2020

131,841 and 131,778 shares issued and outstanding as of June 30, 2021 and December 31, 2020

Additional paid-in capital

8 unchanged sentences

(In thousands, except per share data)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Property rental

12 unchanged sentences

OTHER INCOME (EXPENSE)

Loss from unconsolidated real estate ventures, net

Interest and other income, net

Income (loss) from unconsolidated real estate ventures, net

Interest and other income (loss), net

Interest expense

9 unchanged sentences

EARNINGS (LOSS) PER COMMON SHARE - BASIC AND DILUTED

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED

See accompanying notes to the condensed consolidated financial statements (unaudited).

JBG SMITH PROPERTIES

Condensed Consolidated Statements of Comprehensive Income (Loss)

Condensed Consolidated Statements of Comprehensive Loss

(In thousands)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

NET INCOME (LOSS)

3 unchanged sentences

Other comprehensive income (loss)

COMPREHENSIVE INCOME (LOSS)

COMPREHENSIVE LOSS

Net (income) loss attributable to redeemable noncontrolling interests

1 unchanged sentence

Other comprehensive (income) loss attributable to redeemable noncontrolling interests

COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO JBG SMITH PROPERTIES

COMPREHENSIVE LOSS ATTRIBUTABLE TO JBG SMITH PROPERTIES

See accompanying notes to the condensed consolidated financial statements (unaudited).

5 unchanged sentences

Noncontrolling

BALANCE AS OF DECEMBER 31, 2020

BALANCE AS OF MARCH 31, 2021

Net loss attributable to common shareholders and noncontrolling interests

2 unchanged sentences

Common shares issued pursuant to employee incentive compensation plan and Employee Share Purchase Plan ("ESPP")

Contributions from noncontrolling interests, net

Dividends declared on common shares

($ 0.225 per common share)

Contributions from (distributions to) noncontrolling interests

Redeemable noncontrolling interests redemption value adjustment and other comprehensive income allocation

Other comprehensive income

BALANCE AS OF JUNE 30, 2021

BALANCE AS OF MARCH 31, 2020

Net loss attributable to common shareholders and noncontrolling interests

Conversion of common limited partnership units to common shares

Common shares repurchased

Common shares issued pursuant to ESPP

Dividends declared on common shares

($ 0.225 per common share)

Distributions to noncontrolling interests

Redeemable noncontrolling interests redemption value adjustment and other comprehensive loss allocation

Other comprehensive loss

BALANCE AS OF JUNE 30, 2020

JBG SMITH PROPERTIES

Condensed Consolidated Statements of Equity

(In thousands)

Common Shares

Comprehensive

Noncontrolling

BALANCE AS OF DECEMBER 31, 2020

Net loss attributable to common shareholders and noncontrolling interests

Conversion of common limited partnership units to common shares

Common shares repurchased

Common shares issued pursuant to employee incentive compensation plan and ESPP

Dividends declared on common shares

($ 0.225 per common share)

Contributions from noncontrolling interests

Redeemable noncontrolling interests redemption value adjustment and other comprehensive income allocation

Other comprehensive income

BALANCE AS OF JUNE 30, 2021

BALANCE AS OF DECEMBER 31, 2019

Net income attributable to common shareholders and noncontrolling interests

2 unchanged sentences

Common shares issued pursuant to ESPP

Contributions from noncontrolling interests

Dividends declared on common shares

($ 0.225 per common share)

Distributions to noncontrolling interests

Redeemable noncontrolling interests redemption value adjustment and other comprehensive loss allocation

Other comprehensive loss

BALANCE AS OF MARCH 31, 2020

BALANCE AS OF JUNE 30, 2020

See accompanying notes to the condensed consolidated financial statements (unaudited).

2 unchanged sentences

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

OPERATING ACTIVITIES:

2 unchanged sentences

Share-based compensation expense

Depreciation and amortization, including amortization of debt issuance costs

Depreciation and amortization, including amortization of deferred financing costs

Deferred rent

Loss from unconsolidated real estate ventures, net

(Income) loss from unconsolidated real estate ventures, net

Amortization of market lease intangibles, net

14 unchanged sentences

Proceeds from sale of real estate

Distributions of capital from unconsolidated real estate ventures

Investments in unconsolidated real estate ventures

1 unchanged sentence

FINANCING ACTIVITIES:

Finance lease payments

Borrowings under mortgages payable

Borrowings under revolving credit facility

Borrowings under unsecured term loans

Repayments of mortgages payable

1 unchanged sentence

Debt issuance costs

Finance lease payments

Proceeds from common shares issued pursuant to ESPP

Common shares repurchased

1 unchanged sentence

Distributions to redeemable noncontrolling interests

Distributions to noncontrolling interests

Contributions from noncontrolling interests

1 unchanged sentence

Net (decrease) increase in cash and cash equivalents and restricted cash

Cash and cash equivalents and restricted cash as of the beginning of the period

Cash and cash equivalents and restricted cash as of the end of the period

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AS OF END OF THE PERIOD:

Cash and cash equivalents and restricted cash, beginning of period

Cash and cash equivalents and restricted cash, end of period

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD:

Cash and cash equivalents

4 unchanged sentences

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

SUPPLEMENTAL DISCLOSURE OF CASH FLOW AND NON-CASH INFORMATION:

2 unchanged sentences

Write-off of fully depreciated assets

Deconsolidation of real estate asset

Conversion of common limited partnership units to common shares

Recognition (derecognition) of operating lease right-of-use assets

Recognition (derecognition) of liabilities related to operating lease right-of-use assets

Derecognition of operating lease right-of-use assets

Derecognition of liabilities related to operating lease right-of-use assets

Recognition of finance lease right-of-use assets

8 unchanged sentences

metropolitan area that have high barriers to entry and vibrant urban amenities.

Over half of our portfolio is in National Landing where we serve as the exclusive developer for Amazon.com, Inc.'s ("Amazon") new headquarters and where Virginia Tech's planned new $ 1 billion Innovation Campus is located.

Over half of our portfolio is in National Landing in Northern Virginia, where we serve as the exclusive developer for Amazon.com, Inc.'s ("Amazon") new headquarters and where Virginia Tech's planned new $ 1 billion Innovation Campus is located.

In addition, our third-party asset management and real estate services business provides fee-based real estate services to the Washington Housing Initiative ("WHI") Impact Pool, Amazon, the legacy funds formerly organized by The JBG Companies ("JBG") (the "JBG Legacy Funds") and other third parties.

Substantially all our assets are held by, and our operations are conducted through, JBG SMITH Properties LP ("JBG SMITH LP"), our operating partnership.

As of March 31, 2021, JBG SMITH, as its sole general partner, controlled JBG SMITH LP and owned 90.5 % of its common limited partnership units ("OP Units").

As of June 30, 2021, JBG SMITH, as its sole general partner, controlled JBG SMITH LP and owned 90.9 % of its common limited partnership units ("OP Units").

JBG SMITH is hereinafter referred to as "we,"

7 unchanged sentences

The Separation and the Combination are collectively referred to as the "Formation Transaction."

As of March 31, 2021, our Operating Portfolio consisted of 63 operating assets comprising 42 commercial assets totaling 13.3 million square feet ( 11.4 million square feet at our share) and 21 multifamily assets totaling 7,800 units ( 5,999 units at our share).

As of June 30, 2021, our Operating Portfolio consisted of 64 operating assets comprising 43 commercial assets totaling 13.3 million square feet ( 11.4 million square feet at our share) and 21 multifamily assets totaling 7,776 units ( 6,125 units at our share).

Additionally, we have:

(i) two under-construction multifamily assets totaling 1,130 units ( 969 units at our share);

(ii) nine wholly owned near-term development assets totaling 4.8 million square feet of estimated potential development density;

(i) one under-construction multifamily asset with 808 units ( 808 units at our share);

(ii) 11 near-term development assets totaling 5.2 million square feet ( 5.0 million square feet at our share) of estimated potential development density;

and (iii) 26 future development assets totaling 14.7 million square feet ( 11.9 million square feet at our share) of estimated potential development density.

6 unchanged sentences

All intercompany transactions and balances have been eliminated.

The results of operations for the three months ended March 31, 2021 and 2020 are not necessarily indicative of the results that may be expected for a full year.

The results of operations for the three and six months ended June 30, 2021 and 2020 are not necessarily indicative of the results that may be expected for a full year.

These condensed consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission.

The accompanying condensed consolidated financial statements include our accounts and those of our wholly owned subsidiaries and consolidated variable interest entities ("VIEs"), including JBG SMITH LP.

See Note 5 for additional information on our VIEs.

See Note 5 for additional

information on our VIEs.

The portions of the equity and net income (loss) of consolidated entities that are not attributable to us are presented separately as amounts attributable to noncontrolling interests in our condensed consolidated financial statements.

References to our financial statements refer to our condensed consolidated financial statements as of March 31, 2021 and December 31, 2020, and for the three months ended March 31, 2021 and 2020.

References to our balance sheets refer to our condensed consolidated balance sheets as of March 31, 2021 and December 31, 2020.

References to our statements of operations refer to our condensed consolidated statements of operations for the three months ended March 31, 2021 and 2020.

References to our statements of comprehensive income (loss) refer to our condensed consolidated statements of comprehensive income (loss) for the three months ended March 31, 2021 and 2020.

References to our statements of cash flows refer to our condensed consolidated statements of cash flows for the three months ended March 31, 2021 and 2020.

References to our financial statements refer to our condensed consolidated financial statements as of June 30, 2021 and December 31, 2020, and for the three and six months ended June 30, 2021 and 2020.

References to our balance sheets refer to our condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020.

References to our statements of operations refer to our condensed consolidated statements of operations for the three and six months ended June 30, 2021 and 2020.

References to our statements of comprehensive loss refer to our condensed consolidated statements of comprehensive loss for the three and six months ended June 30, 2021 and 2020.

References to our statements of cash flows refer to our condensed consolidated statements of cash flows for the six months ended June 30, 2021 and 2020.

We have elected to be taxed as a REIT under sections 856-860 of the Internal Revenue Code of 1986, as amended (the "Code").

12 unchanged sentences

and (iii) the assessment of the collectability of receivables, including deferred rent receivables.

Holding real estate assets over the long term directly decreases the likelihood of recording an impairment loss.

If there is a change in the strategy of an asset or market conditions dictate an earlier sale date, an impairment loss may be recognized, and such loss could be material.

In March 2020, the World Health Organization declared a global pandemic related to the novel coronavirus ("COVID-19").

The significance, extent and duration of the impact of COVID-19 on us and our tenants remains largely uncertain and dependent on near-term and future developments that cannot be accurately predicted at this time, such as the continued severity, duration, transmission rate and geographic spread of COVID-19, the roll-out, effectiveness and willingness of people to take COVID-19 vaccines, the extent and effectiveness of the containment measures taken, and the response of the overall economy, the financial markets and the population, particularly in the area in which we operate.

The significance, extent and duration of the impact of COVID-19 on us and our tenants remains largely uncertain and dependent on near-term and future developments that cannot be accurately predicted at this time, such as the continued severity, duration, transmission rate and geographic spread of COVID-19, the distribution, effectiveness and willingness of people to take COVID-19 vaccines, the extent and effectiveness of the containment measures taken, and the response of the overall economy, the financial markets and the population, particularly in the area in which we operate.

The ultimate adverse impact of COVID-19 is highly uncertain;

3 unchanged sentences

Due to the business disruptions and challenges caused by COVID-19, we have provided rent deferrals and other lease concessions to certain tenants.

We have entered into agreements with certain tenants, many of which have been placed on

the cash basis of accounting, resulting in the deferral to future periods or abatement of $ 1.9 million of rent that had been contractually due in the first quarter of 2021.

We are in the process of negotiating additional rent deferrals and other lease concessions with some of our tenants, which have been considered when establishing credit losses against billed and deferred rent receivables.

During 2020, we put substantially all co-working tenants and retailers except for grocers, pharmacies, essential businesses and certain national credit tenants on the cash basis of accounting.

We have entered into agreements with certain tenants, many of which have been placed on the cash basis of accounting, resulting in the deferral to future periods or abatement of $ 2.4 million of rent that had been

contractually due in the second quarter of 2021.

We are negotiating additional rent deferrals and other lease concessions with some of our tenants, which have been considered when establishing credit losses against billed and deferred rent receivables.

During 2020, we began recognizing revenue from substantially all co-working tenants and retailers except for grocers, pharmacies, essential businesses and certain national credit tenants on the cash basis of accounting.

Recent Accounting Pronouncements

2 unchanged sentences

Topic 848 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts.

The guidance in Topic 848 is optional and may be elected over the period March 12, 2020 through December 31, 2022 as reference rate reform activities occur.

During the three months ended March 31, 2021, no elections were made.

The guidance in Topic 848 is optional and may be elected over the period of March 12, 2020 through December 31, 2022 as reference rate reform activities occur.

During the six months ended June 30, 2021, we did not make any elections.

During the year ended December 31, 2020, we elected to apply the hedge accounting expedients related to (i) the assertion that our hedged forecasted transactions remain probable and (ii) the assessments of effectiveness for future London Interbank Offered Rate ("LIBOR") indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives.

1 unchanged sentence

We will continue to evaluate the impact of the guidance and may apply other elections, as applicable.

Dispositions and Assets Held for Sale

In April 2021, we invested cash in and contributed land to two real estate ventures and recognized an $ 11.3 million gain, which is included in "Gain on sale of real estate"

in our statements of operations for the three and six months ended June 30, 2021.

See Note 4 for additional information.

In May 2021, we recognized an aggregate gain of $ 5.2 million from the sale of various assets by our unconsolidated real estate ventures, which is included in "Income (loss) from unconsolidated real estate ventures, net"

in our statements of operations for the three and six months ended June 30, 2021.

See Note 4 for additional information.

Assets Held for Sale

As of March 31, 2021 and December 31, 2020, we had a real estate property that was classified as held for sale.

The amounts included in "Assets held for sale"

1 unchanged sentence

The following is a summary of assets held for sale:

Liabilities Related

to Assets Held

Square Feet (1)

(In thousands)

March 31, 2021

June 30, 2021

Pen Place (2)

4 unchanged sentences

(1) Represents estimated or approved potential development density.

(2) In March 2019, we entered into an agreement for the sale of Pen Place to Amazon, which we expect to close in 2021.

(2) In March 2019, we entered into an agreement for the sale of Pen Place to Amazon, which we expect to close in late 2021.

Investments in Unconsolidated Real Estate Ventures

1 unchanged sentence

Real Estate Venture Partners

March 31, 2021

June 30, 2021

December 31, 2020

5 unchanged sentences

Canadian Pension Plan Investment Board ("CPPIB")

Morgan Global Alternatives ("J.P.

Morgan") (2)

Berkshire Group

1 unchanged sentence

Total investments in unconsolidated real estate ventures (3)

(1) Reflects our effective ownership interests in the underlying real estate as of March 31, 2021.

(1) Reflects our effective ownership interests in the underlying real estate as of June 30, 2021.

We have multiple investments with certain venture partners with varying ownership interests in the underlying real estate.

(2) As of March 31, 2021 and December 31, 2020, our total investments in unconsolidated real estate ventures are greater than the net book value of the underlying assets by $ 19.5 million and $ 18.9 million, resulting principally from capitalized interest, partially offset by our zero investment balance in the real estate venture with CPPIB that owns 1101 17th Street .

Morgan is the advisor for an institutional investor.

(3) As of June 30, 2021 and December 31, 2020, our total investments in unconsolidated real estate ventures are greater than the net book value of the underlying assets by $ 20.0 million and $ 18.9 million, resulting principally from capitalized interest, partially offset by our zero investment balance in the real estate venture with CPPIB that owns 1101 17th Street .

In April 2021, we entered into two real estate ventures with an institutional investor advised by J.P.

Morgan, in which we have 50 % ownership interests, to design, develop, manage and own approximately 2.0 million square feet of new mixed-use development located in Potomac Yard, the southern portion of National Landing.

Our venture partner contributed a land site that is entitled for 1.3 million square feet of development at Potomac Yard Landbay F, while we contributed adjacent land with over 700,000 square feet of estimated development capacity at Potomac Yard Landbay G.

We will also act as pre-developer, developer, property manager and leasing agent for all future commercial and residential properties on the site.

We have determined the ventures are VIEs, but we are not the primary beneficiary of the VIEs and, accordingly, we have not consolidated either venture.

We recognized an $ 11.3 million gain on the land contributed to one of the real estate ventures based on the cash received and the remeasurement of our retained interest in the asset, which was included in "Gain on sale of real estate"

in our statements of operations for the three and six months ended June 30, 2021.

As part of the transaction, our venture partner elected to accelerate the monetization of a 2013 promote interest in the land contributed by it to the ventures.

During the three months ended June 30, 2021, the total amount of the promote paid was $ 17.5 million, of which $ 4.2 million was paid to certain of our non-employee trustees and certain of our executives.

In May 2021, our unconsolidated real estate venture with Landmark sold Courthouse Metro Land/Courthouse Metro Land – Option ("Courthouse Metro"), two future development assets located in Arlington, Virginia, for $ 3.0 million, and 5615 Fishers Lane, a future development asset located in Rockville, Maryland, for $ 6.5 million.

In connection with the sales, we recognized our proportionate share of the aggregate gain totaling $ 3.1 million, which is included in "Income (loss) from unconsolidated real estate ventures, net"

in our statements of operations for the three and six months ended June 30, 2021.

In May 2021, our unconsolidated real estate venture with CBREI Venture sold Fairway Apartments/Fairway Land ("Fairway"), multifamily and future development assets located in Reston, Virginia, for $ 93.0 million.

In connection with the sale, we recognized our proportionate share of the gain of $ 2.1 million, which is included in "Income (loss) from unconsolidated real estate ventures, net"

in our statements of operations for the three and six months ended June 30, 2021.

Additionally, the venture repaid a related mortgage payable of $ 45.3 million.

We provide leasing, property management and other real estate services to our unconsolidated real estate ventures.

We recognized revenue, including expense reimbursements, of $ 5.9 million and $ 6.7 million for the three months ended March 31, 2021 and 2020 for such services.

Reconsideration events could cause us to consolidate these unconsolidated real estate ventures in the future or deconsolidate a consolidated entity.

We recognized revenue, including expense reimbursements, of $ 5.9 million and $ 11.8 million for the three and six months ended June 30, 2021, and $ 6.3 million and $ 13.0 million for the three and six months ended June 30, 2020, for such services.

A reconsideration event could cause us to consolidate an unconsolidated real estate venture in the future or deconsolidate a consolidated entity.

We evaluate reconsideration events as we become aware of them.

4 unchanged sentences

Interest Rate (1)

March 31, 2021

June 30, 2021

December 31, 2020

5 unchanged sentences

Mortgages payable, net (4)

(1) Weighted average effective interest rate as of March 31, 2021.

(1) Weighted average effective interest rate as of June 30, 2021.

(2) Includes variable rate mortgages payable with interest rate cap agreements.

2 unchanged sentences

The following is a summary of the financial information for our unconsolidated real estate ventures:

March 31, 2021

June 30, 2021

December 31, 2020

7 unchanged sentences

Total liabilities and equity

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(In thousands)

2 unchanged sentences

Operating income (loss) (1)

Net income (loss) (1)

(1) Includes the gain from the sale of Courthouse Metro, 5615 Fishers Lane and Fairway totaling $ 38.1 million during the three and six months ended June 30, 2021.

Includes the loss from the sale of Woodglen of $ 16.4 million during the three and six months ended June 30, 2020.

Variable Interest Entities

We hold various interests in entities deemed to be VIEs, which we evaluate at acquisition, formation, after a change in the ownership agreement, after a change in the entity's economics or after any other reconsideration event to determine if the VIE should be consolidated in our financial statements or should no longer be considered a VIE.

VIE should be consolidated in our financial statements or should no longer be considered a VIE.

An entity is a VIE because it is in the development stage and/or does not hold sufficient equity at risk, or conducts substantially all its operations on behalf of an investor with disproportionately few voting rights.

2 unchanged sentences

Unconsolidated VIEs

As of March 31, 2021 and December 31, 2020, we had interests in entities deemed to be VIEs.

Although we are engaged to act as the managing partner in charge of day-to-day operations of these investees, we are not the primary beneficiary of these VIEs, as we do not hold unilateral power over activities that, when taken together, most significantly impact the respective VIE's performance.

As of June 30, 2021 and December 31, 2020, we had interests in entities deemed to be VIEs.

We account for our investment in these entities under the equity method.

As of March 31, 2021 and December 31, 2020, the net carrying amounts of our investment in these entities were $ 116.3 million and $ 116.2 million, which are included in "Investments in unconsolidated real estate ventures"

As of June 30, 2021 and December 31, 2020, the net carrying amount of our investment in these entities was $ 162.9 million and $ 116.2 million, which are included in "Investments in unconsolidated real estate ventures"

in our balance sheets.

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Because the noncontrolling interest holders do not have these rights, JBG SMITH LP is a VIE.

As general partner, we have the power to direct the activities of JBG SMITH LP that most

significantly affect its performance, and through our majority interest, we have both the right to receive benefits from and the obligation to absorb losses of JBG SMITH LP.

As general partner, we have the power to direct the activities of JBG SMITH LP that most significantly affect its economic performance, and through our majority interest, we have both the right to receive benefits from and the obligation to absorb losses of JBG SMITH LP.

Accordingly, we are the primary beneficiary of JBG SMITH LP and consolidate it in our financial statements.

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In March 2021, the ground lessee entered into a mortgage loan collateralized by the leasehold interest with a maximum principal balance of $ 227.0 million and an interest rate of LIBOR plus 3.0 % per annum.

As of March 31, 2021, no proceeds had been received from the mortgage loan.

As of June 30, 2021, no proceeds had been received from the mortgage loan.

In connection with the mortgage loan, we have guaranteed the completion of the asset and provided certain carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy).

The ground lessee is obligated to invest $ 17.5 million of equity funding, and we are obligated to provide the additional project funding through a mezzanine loan to the ground lessee.

As of March 31, 2021, the balance of the ground lessee’s equity contribution was $ 9.7 million.

The ground lessee was obligated to invest $ 17.5 million of equity funding, all of which was funded as of June 30, 2021, and we are obligated to provide the additional project funding through a mezzanine loan to the ground lessee.

We determined that 1900 Crystal Drive is a VIE and that we are the primary beneficiary of the VIE.

Accordingly, we consolidated the VIE with the lessee's ownership interest shown as "Noncontrolling interests"

in our balance sheet as of March 31, 2021.

Accordingly, we consolidate the VIE with the lessee's ownership interest shown as "Noncontrolling interests"

in our balance sheet.

The ground lease, the mezzanine loan and the master lease described above are eliminated in consolidation.

As of March 31, 2021, the VIE had total assets and liabilities totaling $ 5.7 million and $ 585,000 .

As of June 30, 2021, the VIE had total assets and liabilities of $ 20.3 million and $ 6.9 million.

The assets can only be used to settle the obligations of the VIE, and the liabilities include third-party liabilities of the VIE for which the creditors or beneficial interest holders do not have recourse against us.

1 unchanged sentence

The following is a summary of other assets, net:

March 31, 2021

June 30, 2021

December 31, 2020

18 unchanged sentences

Interest Rate (1)

March 31, 2021

June 30, 2021

December 31, 2020

5 unchanged sentences

Mortgages payable, net

(1) Weighted average effective interest rate as of March 31, 2021.

(1) Weighted average effective interest rate as of June 30, 2021.

(2) Includes variable rate mortgages payable with interest rate cap agreements.

(3) Includes variable rate mortgages payable with interest rates fixed by interest rate swap agreements.

(4) As of March 31, 2021, net deferred financing costs related to an unfunded mortgage loan totaling $ 4.6 million were included in "Other assets, net."

As of March 31, 2021 and December 31, 2020, the net carrying value of real estate collateralizing our mortgages payable totaled $ 1.8 billion.

(4) As of June 30, 2021, net deferred financing costs related to an unfunded mortgage loan totaling $ 4.2 million were included in "Other assets, net."

As of June 30, 2021 and December 31, 2020, the net carrying value of real estate collateralizing our mortgages payable totaled $ 1.7 billion and $ 1.8 billion.

Our mortgages payable contain covenants that limit our ability to incur additional indebtedness on these properties and, in certain circumstances, require lender approval of tenant leases and/or yield maintenance upon repayment prior to maturity.

1 unchanged sentence

See Note 17 for additional information.

As of March 31, 2021 and December 31, 2020, we had various interest rate swap and cap agreements on certain mortgages payable with an aggregate notional value of $ 1.3 billion.

In July 2021, we entered into a mortgage loan with a principal balance of $ 85.0 million, collateralized by 1225 S.

Clark Street.

The mortgage loan has a seven-year term and an interest rate of LIBOR plus 1.60 % per annum.

As of June 30, 2021 and December 31, 2020, we had various interest rate swap and cap agreements on certain mortgages payable with an aggregate notional value of $ 1.3 billion.

See Note 15 for additional information.

Credit Facility

As of March 31, 2021 and December 31, 2020, our $ 1.4 billion credit facility consisted of a $ 1.0 billion revolving credit facility maturing in January 2025, a $ 200.0 million unsecured term loan ("Tranche A-1 Term Loan") maturing in January 2023 and a $ 200.0 million unsecured term loan ("Tranche A-2 Term Loan") maturing in July 2024.

As of June 30, 2021 and December 31, 2020, our $ 1.4 billion credit facility consisted of a $ 1.0 billion revolving credit facility maturing in January 2025, a $ 200.0 million unsecured term loan ("Tranche A-1 Term Loan") maturing in January 2023 and a $ 200.0 million unsecured term loan ("Tranche A-2 Term Loan") maturing in July 2024.

The following is a summary of amounts outstanding under the credit facility:

Interest Rate (1)

March 31, 2021

June 30, 2021

December 31, 2020

6 unchanged sentences

Unsecured term loans, net

(1) Effective interest rate as of March 31, 2021.

(2) As of March 31, 2021 and December 31, 2020, letters of credit with an aggregate face amount of $ 1.5 million were outstanding under our revolving credit facility.

(3) As of March 31, 2021 and December 31, 2020, net deferred financing costs related to our revolving credit facility totaling $ 6.2 million and $ 6.7 million were included in "Other assets, net."

(1) Effective interest rate as of June 30, 2021.

(2) As of June 30, 2021 and December 31, 2020, letters of credit with an aggregate face amount of $ 1.5 million were outstanding under our revolving credit facility.

(3) As of June 30, 2021 and December 31, 2020, net deferred financing costs related to our revolving credit facility totaling $ 5.8 million and $ 6.7 million were included in "Other assets, net."

(4) The interest rate for our revolving credit facility excludes a 0.15 % facility fee.

(5) As of March 31, 2021 and December 31, 2020, the outstanding balance was fixed by interest rate swap agreements.

The interest rate swaps mature concurrently with the term loan and provide a weighted average interest rate of 1.39 % .

(6) As of March 31, 2021 and December 31, 2020, the outstanding balance was fixed by interest rate swap agreements.

The interest rate swaps mature concurrently with the term loan and provide a weighted average interest rate of 1.34 % .

(5) As of June 30, 2021 and December 31, 2020, the outstanding balance was fixed by interest rate swap agreements.

The interest rate swaps mature concurrently with the respective term loan and provide a weighted average interest rate of 1.39 % for the Tranche A-1 Term Loan and 1.34 % for the Tranche A-2 Term Loan .

Other Liabilities, Net

The following is a summary of other liabilities, net:

March 31, 2021

June 30, 2021

December 31, 2020

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OP Units held by persons other than JBG SMITH are redeemable for cash or, at our election, our common shares, subject to certain limitations.

During the three months ended March 31, 2021 and 2020, unitholders redeemed 119,178 and 787,253 OP Units, which we elected to redeem for an equivalent number of our common shares.

As of March 31, 2021, outstanding OP Units totaled 13.7 million, representing a 9.5 % ownership interest in JBG SMITH LP.

During the six months ended June 30, 2021 and 2020, unitholders redeemed 648,752 and 942,940 OP Units, which we elected to redeem for an equivalent number of our common shares.

As of June 30, 2021, outstanding OP Units totaled 13.2 million, representing a 9.1 % ownership interest in JBG SMITH LP.

On our balance sheets, our OP Units and certain vested long-term incentive partnership units ("LTIP Units") are presented at the higher of their redemption value or their carrying value, with such adjustments recognized in "Additional paid-in capital."

Redemption value per OP Unit is equivalent to the market value of one of our common shares at the end of the period.

In April 2021, unitholders redeemed 171,978 OP Units, which we elected to redeem for an equivalent number of our common shares.

In July 2021, unitholders redeemed 99,838 OP Units, which we elected to redeem for an equivalent number of our common shares.

Consolidated Real Estate Venture

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Our partner can redeem its interest for cash under certain conditions.

As of March 31, 2021, we held a 96.0 % ownership interest in the real estate venture.

As of June 30, 2021, we held a 96.0 % ownership interest in the real estate venture.

The following is a summary of the activity of redeemable noncontrolling interests:

Three Months Ended March 31,

Three Months Ended June 30,

(In thousands)

2 unchanged sentences

LTIP Units issued in lieu of cash bonuses (1)

Net loss attributable to redeemable noncontrolling interests

Other comprehensive income (loss)

Distributions

Share-based compensation expense

Adjustment to redemption value

Balance as of the end of the period

Six Months Ended June 30,

(In thousands)

Balance as of the beginning of the period

OP Unit redemptions

LTIP Units issued in lieu of cash bonuses (1)

Net income (loss) attributable to redeemable noncontrolling interests

Other comprehensive income (loss)

Contributions (distributions)

Distributions

Share-based compensation expense

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The following is a summary of property rental revenue from our non-cancellable leases:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(In thousands)

2 unchanged sentences

LTIP Units and Time-Based LTIP Units

In January 2021, we granted 485,753 LTIP Units with time-based vesting requirements ("Time-Based LTIP Units") to management and other employees with a weighted average grant-date fair value of $ 29.21 per unit that vest ratably over four years subject to continued employment.

During the six months ended June 30, 2021, certain employees were granted 486,908 LTIP Units with time-based vesting requirements ("Time-Based LTIP Units") with a weighted average grant-date fair value of $ 29.21 per unit that vest ratably over four years subject to continued employment.

Compensation expense for these units is being recognized over a four-year period.

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Compensation expense totaling $ 4.8 million for these LTIP Units was recognized in 2020.

The aggregate grant-date fair value of these Time-Based LTIP Units and LTIP Units granted during the three months ended March 31, 2021 was $ 19.0 million.

The LTIP Units were valued based on the closing common share price on the date of grant and the Time-Based LTIP Units were valued using Monte Carlo simulations.

In April 2021, as part of their annual compensation, we granted a total of 71,792 fully vested LTIP Units to non-employee trustees with an aggregate grant-date fair value of $ 1.9 million.

The LTIP Units may not be sold while such trustee is serving on the Board of Trustees.

The aggregate grant-date fair value of these Time-Based LTIP Units and LTIP Units granted during the six months ended June 30, 2021 was $ 20.9 million.

The LTIP Units were valued based on the closing common share price on the date of grant, less a discount for post-grant restrictions, and the Time-Based LTIP Units were valued using Monte Carlo simulations.

The following is a summary of the significant assumptions used to value the Time-Based LTIP Units:

Expected volatility

34.0 % to 39 %

Risk-free interest rate

0.1 % to 0.4 %

Post-grant restriction periods

In April 2021, as part of their annual compensation, we granted a total of 71,792 fully vested LTIP Units to non-employee trustees with an aggregate grant-date fair value of $ 1.9 million.

The LTIP Units may not be sold while such trustee is serving on the Board of Trustees.

Performance-Based LTIP Units

In January 2021, we granted 627,874 LTIP Units with performance-based vesting requirements ("Performance-Based LTIP Units") to management and other employees with a weighted average grant-date fair value of $ 15.14 per unit.

In January 2021, certain employees were granted 627,874 LTIP Units with performance-based vesting requirements ("Performance-Based LTIP Units") with a weighted average grant-date fair value of $ 15.14 per unit.

Our Performance-Based LTIP Units have a three-year performance period.

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Based on our relative performance and absolute TSR over the three-year performance period, 100 % of the units granted were earned.

The aggregate grant-date fair value of the Performance-Based LTIP Units granted during the three months ended March 31, 2021 was $ 9.5 million, valued using Monte Carlo simulations.

Compensation expense for the Performance-Based LTIP Units is being recognized over a four-year period.

The aggregate grant-date fair value of the Performance-Based LTIP Units granted during the six months ended June 30, 2021 was $ 9.5 million, valued using Monte Carlo simulations.

Compensation expense for the Performance-Based

LTIP Units is being recognized over a four-year period.

The following is a summary of the significant assumptions used to value the Performance-Based LTIP Units:

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Vesting requirements and compensation expense recognition for the Time-Based RSUs and the Performance-Based RSUs are identical to those of the Time-Based LTIP Units and Performance-Based LTIP Units.

In January 2021, we granted 18,343 Time-Based RSUs with a weighted average grant-date fair value of $ 31.33 per unit, and 11,886 Performance-Based RSUs with a grant-date fair value of $ 15.14 per unit.

The aggregate grant-date fair value of the RSUs granted during the three months ended March 31, 2021 was $ 755,000 .

The Time-Based RSUs were valued based on the closing price on the date of grant and the Performance-Based RSUs were valued using Monte Carlo simulations with the same significant assumptions used to value the Performance-Based LTIP Units above.

During the six months ended June 30, 2021, we granted 22,194 Time-Based RSUs with a weighted average grant-date fair value of $ 31.52 per unit, and 13,516 Performance-Based RSUs with a weighted average grant-date fair value of $ 15.16 per unit.

The aggregate grant-date fair value of the RSUs granted during the six months ended June 30, 2021 was $ 905,000 .

The Time-Based RSUs were valued based on the closing common share price on the date of grant and the Performance-Based RSUs were valued using Monte Carlo simulations with the same significant assumptions used to value the Performance-Based LTIP Units above.

Pursuant to the ESPP, employees purchased 34,320 common shares for $ 880,000 during the six months ended June 30, 2021.

The following is a summary of the significant assumptions used to value the ESPP common shares using the Black-Scholes model:

Expected volatility

Dividend yield

Risk-free interest rate

Expected life

Share-Based Compensation Expense

The following is a summary of share-based compensation expense:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(In thousands)

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in the accompanying statements of operations .

As of March 31, 2021, we had $ 57.3 million of total unrecognized compensation expense related to unvested share-based payment arrangements, which is expected to be recognized over a weighted average period of 1.9 years.

As of June 30, 2021, we had $ 45.2 million of total unrecognized compensation expense related to unvested share-based payment arrangements, which is expected to be recognized over a weighted average period of 1.8 years.

In April 2021, our shareholders approved an amendment to the JBG SMITH 2017 Omnibus Share Plan (the "Plan") to increase the common shares reserved under the Plan by 8.0 million.

July 2021 Grants

On July 29, 2021, certain employees were granted 624,116 Time-Based LTIP Units with an estimated grant-date fair value of $ 19.8 million and 865,773 Performance-Based LTIP Units with an estimated grant-date fair value of $ 20.0 million.

The Time-Based LTIP Units and Performance-Based LTIP Units vest 50 % on the fifth anniversary of the grant date and 25 % on each of the six th and seven th anniversaries of the grant date, subject to continued employment.

The Performance-Based LTIP Units earn based on our achievement of four share price targets during the performance period commencing on the first anniversary of the grant date and ending on the six th anniversary of the grant date.

Transaction and Other Costs

The following is a summary of transaction and other costs:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(In thousands)

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The following is a summary of interest expense:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(In thousands)

2 unchanged sentences

Interest expense related to finance lease right-of-use assets

Net unrealized gain on derivative financial instruments not designated as cash flow hedges

Net unrealized (gain) loss on derivative financial instruments not designated as cash flow hedges

Capitalized interest

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In March 2020, our Board of Trustees authorized the repurchase of up to $ 500 million of our outstanding common shares.

During the three months ended March 31, 2021, we repurchased and retired 619,749 common shares for $ 19.2 million, an average purchase price of $ 30.96 per share.

During the three months ended March 31, 2020, we repurchased and retired 1.4 million common shares for $ 41.2 million, an average purchase price of $ 29.01 per share.

During the six months ended June 30, 2021, we repurchased and retired 619,749 common shares for $ 19.2 million, an average purchase price of $ 30.96 per share.

During the six months ended June 30, 2020, we repurchased and retired 1.4 million common shares for $ 41.2 million, an average purchase price of $ 29.01 per share.

Since we began the share repurchase program, we have repurchased and retired 4.4 million common shares for $ 124.0 million, an average purchase price of $ 28.18 per share.

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The following is a summary of the calculation of basic and diluted earnings (loss) per common share and a reconciliation of the amounts of net income (loss) available to common shareholders used in calculating basic and diluted earnings per common share to net income (loss):

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(In thousands, except per share amounts)

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Net income (loss) attributable to common shareholders

Weighted average number of common shares outstanding - basic

Effect of dilutive securities

Weighted average number of common shares outstanding — diluted

Distributions to participating securities

Net income (loss) available to common shareholders - basic and diluted

Weighted average number of common shares outstanding - basic and diluted

Earnings (loss) per common share - basic and diluted

The effect of the redemption of OP Units and Time-Based LTIP Units that were outstanding as of March 31, 2021 and 2020 is excluded in the computation of diluted earnings per common share as the assumed exchange of such units for common shares on a one-for-one basis was antidilutive (the assumed redemption of these units would have no impact on the determination of diluted earnings per share).

Since OP Units and Time-Based LTIP Units, which are held by noncontrolling interests, are attributed gains at an identical proportion to the common shareholders, the gains attributable and their equivalent weighted average OP Unit and Time-Based LTIP Unit impact are excluded from net income (loss) available to common shareholders and from the weighted average number of common shares outstanding in calculating diluted earnings

per common share.

Performance-Based LTIP Units, Special Performance-Based LTIP Units, Formation Awards and RSUs, which totaled 3.9 million and 4.1 million for the three months ended March 31, 2021 and 2020, were excluded from the calculation of diluted earnings per common share as they were antidilutive, but potentially could be dilutive in the future.

The effect of the redemption of OP Units and Time-Based LTIP Units that were outstanding as of June 30, 2021 and 2020 is excluded in the computation of diluted earnings per common share as the assumed exchange of such units for common shares on a one-for-one basis was antidilutive (the assumed redemption of these units would have no impact on the determination of diluted earnings per share).

Performance-Based LTIP Units, Special Performance-Based LTIP Units, Formation Awards and RSUs, which totaled 3.9 million for the three and six months ended June 30, 2021, and 5.2 million and 5.1 million for the three and six months ended June 30, 2020, were excluded from the calculation of diluted earnings per common share as they were antidilutive, but potentially could be dilutive in the future.

July 2021 Dividends

On July 29, 2021, our Board of Trustees declared a quarterly dividend of $ 0.225 per common share, payable on August 27, 2021 to shareholders of record as of August 13, 2021.

Fair Value Measurements

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We do not enter into derivative financial instruments for speculative purposes.

As of March 31, 2021 and December 31, 2020, we had various derivative financial instruments consisting of interest rate swap and cap agreements that are measured at fair value on a recurring basis.

The net unrealized loss on our derivative financial instruments designated as cash flow hedges was $ 33.8 million and $ 43.9 million as of March 31, 2021 and December 31, 2020 and was recorded in "Accumulated other comprehensive loss"

As of June 30, 2021 and December 31, 2020, we had various derivative financial instruments consisting of interest rate swap and cap agreements that are measured at fair value on a recurring basis.

The net unrealized loss on our derivative financial instruments designated as cash flow hedges was $ 31.4 million and $ 43.9 million as of June 30, 2021 and December 31, 2020 and was recorded in "Accumulated other comprehensive loss"

in our balance sheets, of which a portion was reclassified to "Redeemable noncontrolling interests."

Within the next 12 months, we expect to reclassify $ 14.9 million as an increase to interest expense.

Within the next 12 months, we expect to reclassify $ 15.0 million of net unrealized loss as an increase to interest expense.

Accounting Standards Codification 820 ("Topic 820"), Fair Value Measurement and Disclosures, defines fair value and establishes a framework for measuring fair value.

9 unchanged sentences

(In thousands)

March 31, 2021

June 30, 2021

Derivative financial instruments designated as cash flow hedges:

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This analysis reflected the contractual terms of the derivative, including the period to maturity, and used observable market-based inputs, including interest rate market data and implied volatilities in such interest rates.

While it was determined that the majority of the inputs used to value the derivatives fall within Level 2 of the fair value hierarchy under authoritative accounting

guidance, the credit valuation adjustments associated with the derivatives also utilized Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default.

However, as of March 31, 2021 and December 31, 2020, the significance of the impact of the credit valuation adjustments on the overall valuation of the derivative financial instruments was assessed, and it was determined that these adjustments were not significant to the overall valuation of the derivative financial instruments.

As a result, it was determined that the derivative financial instruments in their entirety should be classified in Level 2 of the fair value hierarchy.

While it was determined that the majority of the inputs used to value the derivatives fall within Level 2 of the fair value hierarchy under authoritative accounting guidance, the credit valuation adjustments associated with the derivatives also utilized Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default.

However, as of June 30, 2021 and December 31, 2020, the significance of the impact of the credit valuation adjustments on the overall valuation of the derivative financial instruments was assessed, and it was determined that these adjustments were not significant to the overall valuation of the derivative financial instruments.

As a result, it was determined that the derivative financial instruments in their entirety should be

classified in Level 2 of the fair value hierarchy.

The net unrealized gains and losses included in "Other comprehensive income (loss)"

in our statements of comprehensive income (loss) for the three months ended March 31, 2021 and 2020 were attributable to the net change in unrealized gains or losses related to the interest rate swaps that were outstanding during those periods, none of which were reported in our statements of operations as the interest rate swaps were documented and qualified as hedging instruments.

in our statements of comprehensive loss for the three and six months ended June 30, 2021 and 2020 were attributable to the net change in unrealized gains or losses related to the interest rate swaps that were outstanding during those periods, none of which were reported in our statements of operations as the interest rate swaps were documented and qualified as hedging instruments.

Financial Assets and Liabilities Not Measured at Fair Value

As of March 31, 2021 and December 31, 2020, all financial assets and liabilities were reflected in our balance sheets at amounts which, in our estimation, reasonably approximated their fair values, except for the following:

March 31, 2021

As of June 30, 2021 and December 31, 2020, all financial assets and liabilities were reflected in our balance sheets at amounts which, in our estimation, reasonably approximated their fair values, except for the following:

June 30, 2021

December 31, 2020

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With respect to the third-party asset management and real estate services business, the CODM reviews revenue streams generated by this segment ("Third-party real estate services, including reimbursements"), as well as the expenses attributable to the segment ("General and administrative:

third-party real estate services"), which are both disclosed

separately in our statements of operations.

third-party real estate services"), which are both disclosed separately in our statements of operations.

The following represents the components of revenue from our third-party real estate services business:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(In thousands)

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Third-party real estate services revenue less expenses

(1) Estimated development fee revenue totaling $ 55.9 million as of March 31, 2021 is expected to be recognized over the next six years as unsatisfied performance obligations are completed.

(1) Estimated development fee revenue totaling $ 55.1 million as of June 30, 2021 is expected to be recognized over the next six years as unsatisfied performance obligations are completed.

(2) Represents reimbursement of expenses incurred by us on behalf of third parties, including allocated payroll costs and amounts paid to third-party contractors for construction management projects.

Management company assets primarily consist of management and leasing contracts with a net book value of $ 24.0 million and $ 25.5 million as of March 31, 2021 and December 31, 2020, which are classified in "Other assets, net"

Management company assets primarily consist of management and leasing contracts with a net book value of $ 22.6 million and $ 25.5 million as of June 30, 2021 and December 31, 2020, which are classified in "Other assets, net"

in our balance sheets.

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The following is the reconciliation of net income (loss) attributable to common shareholders to consolidated NOI:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(In thousands)

13 unchanged sentences

Other revenue

Loss from unconsolidated real estate ventures, net

Interest and other income, net

Income (loss) from unconsolidated real estate ventures, net

Interest and other income (loss), net

Gain on sale of real estate

2 unchanged sentences

Items classified in the Other column include future development assets, corporate entities and the elimination of intersegment activity.

Three Months Ended March 31, 2021

Three Months Ended June 30, 2021

(In thousands)

7 unchanged sentences

Consolidated NOI

Three Months Ended March 31, 2020

Three Months Ended June 30, 2020

(In thousands)

7 unchanged sentences

Consolidated NOI

Six Months Ended June 30, 2021

(In thousands)

Property rental revenue

Parking revenue

Total property revenue

Property expense:

Property operating

Real estate taxes

Total property expense

Consolidated NOI

Six Months Ended June 30, 2020

(In thousands)

Property rental revenue

Parking revenue

Total property revenue

Property expense:

Property operating

Real estate taxes

Total property expense

Consolidated NOI

The following is a summary of certain balance sheet data by segment:

(In thousands)

March 31, 2021

June 30, 2021

Real estate, at cost

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We maintain general liability insurance with limits of $ 150.0 million per occurrence and in the aggregate, and property and rental value insurance coverage with limits of $ 1.5 billion per occurrence, with sub-limits for certain perils such as floods and earthquakes on each of our properties.

We also maintain coverage, through our wholly owned captive insurance subsidiary, for a portion of the first loss on the above limits and for both terrorist acts and for nuclear, biological, chemical

or radiological terrorism events with limits of $ 2.0 billion per occurrence.

We also maintain coverage, through our wholly owned captive insurance subsidiary, for a portion of the first loss on the above limits and for both terrorist acts and for nuclear, biological, chemical or radiological terrorism events with limits of $ 2.0 billion per occurrence.

These policies are partially reinsured by third-party insurance providers.

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Although we believe that we currently have adequate insurance coverage, we may not be able to obtain an equivalent amount of coverage at reasonable costs in the future.

If lenders insist on greater coverage than we are able to obtain, it could adversely affect the ability to finance or refinance our properties.

If lenders insist on greater coverage than we are able to obtain, it could adversely affect our ability to finance or refinance our properties.

Construction Commitments

As of March 31, 2021, we had construction in progress that will require an additional $ 351.3 million to complete ($ 345.9 million related to a consolidated entity and $ 5.4 million related to an unconsolidated real estate venture at our share), based on our current plans and estimates, which we anticipate will be primarily expended over the next four years .

As of June 30, 2021, we had assets under construction that will, based on our current plans and estimates, require an additional $ 330.7 million to complete, which we anticipate will be primarily expended over the next three years .

These capital expenditures are generally due as the work is performed, and we expect to finance them with debt proceeds, proceeds from asset recapitalizations and sales, issuance and sale of securities, and available cash.

Environmental Matters

Most of our assets have been subject, at some point, to environmental assessments that are intended to evaluate the environmental condition of the subject and surrounding assets.

Most of our assets have been subject, at some point, to environmental assessments that are intended to evaluate the environmental condition of the assets.

The environmental assessments did not reveal any material environmental contamination that we believe would have a material adverse effect on our overall business, financial condition or results of operations, or that have not been anticipated and remediated during site redevelopment as required by law.

Nevertheless, there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites or changes in cleanup requirements would not result in significant cost to us.

Environmental liabilities totaled $ 18.2 million as of March 31, 2021 and December 31, 2020 and are included in "Other liabilities, net"

Environmental liabilities totaled $ 18.2 million as of June 30, 2021 and December 31, 2020 and are included in "Other liabilities, net"

in our balance sheets.

As of March 31, 2021, we had committed tenant-related obligations totaling $ 58.2 million ($ 54.6 million related to our consolidated entities and $ 3.6 million related to our unconsolidated real estate ventures at our share).

As of June 30, 2021, we had committed tenant-related obligations totaling $ 68.9 million ($ 65.0 million related to our consolidated entities and $ 3.9 million related to our unconsolidated real estate ventures at our share).

The timing and amounts of payments for tenant-related obligations are uncertain and may only be due upon satisfactory performance of certain conditions.

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Amounts that we may be required to pay in future periods in relation to guarantees associated with budget overruns or operating losses are not estimable.

As of March 31, 2021, we had additional capital commitments and certain recorded guarantees to our unconsolidated real estate ventures totaling $ 53.8 million.

As of March 31, 2021, we had no principal payment guarantees related to our unconsolidated real estate ventures.

As of June 30, 2021, we had additional capital commitments and certain recorded guarantees to our unconsolidated real estate ventures totaling $ 62.7 million.

As of June 30, 2021, we had no principal payment guarantees related to our unconsolidated real estate ventures.

Additionally, with respect to borrowings of our consolidated entities, we have agreed, and may in the future agree, to (i) guarantee portions of the principal, interest and other amounts, (ii) provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) or (iii) provide guarantees to lenders, tenants and other third parties for the completion of development projects.

As of March 31, 2021, the aggregate amount of principal payment guarantees was $ 8.3 million for our consolidated entities.

As of June 30, 2021, the aggregate amount of principal payment guarantees was $ 8.3 million for our consolidated entities.

In connection with the Formation Transaction, we have an agreement with Vornado regarding tax matters (the "Tax Matters Agreement") that provides special rules that allocate tax liabilities if the distribution of JBG SMITH shares by Vornado, together with certain related transactions, is determined not to be tax-free.

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We are the manager for the WHI Impact Pool, which is the social impact debt financing vehicle of the WHI.

As of March 31, 2021, the WHI Impact Pool closed on capital commitments totaling $ 114.4 million, which includes a commitment from us of $ 11.2 million.

The third-party real estate services revenue, including expense reimbursements, from the JBG Legacy Funds and the WHI Impact Pool was $ 5.8 million and $ 8.0 million for the three months ended March 31, 2021 and 2020.

As of March 31, 2021 and December 31, 2020, we had receivables from the JBG Legacy Funds and the WHI Impact Pool totaling $ 7.9 million and $ 7.5 million for such services.

We rented our former corporate offices from an unconsolidated real estate venture and made payments totaling $ 271,000 and $ 1.3 million for the three months ended March 31, 2021 and 2020.

As of June 30, 2021, the WHI Impact Pool had completed

closings of capital commitments totaling $ 114.4 million, which included a commitment from us of $ 11.2 million.

As of June 30, 2021, our remaining commitment was $ 8.3 million.

The third-party real estate services revenue, including expense reimbursements, from the JBG Legacy Funds and the WHI Impact Pool was $ 5.8 million and $ 11.6 million for the three and six months ended June 30, 2021, and $ 4.7 million and $ 12.7 million for the three and six months ended June 30, 2020.

As of June 30, 2021 and December 31, 2020, we had receivables from the JBG Legacy Funds and the WHI Impact Pool totaling $ 2.8 million and $ 7.5 million for such services.

We rented our former corporate offices from an unconsolidated real estate venture and made payments totaling $ 495,000 and $ 766,000 for the three and six months ended June 30, 2021, and $ 2.4 million and $ 3.7 million for the three and six months ended June 30, 2020.

We have agreements with Building Maintenance Services ("BMS"), an entity in which we have a minor preferred interest, to supervise cleaning, engineering and security services at our properties.

We paid BMS $ 4.3 million and $ 5.3 million during the three months ended March 31, 2021 and 2020, which is included in "Property operating expenses"

We paid BMS $ 4.1 million and $ 8.5 million during the three and six months ended June 30, 2021, and $ 3.3 million and $ 8.6 million for the three and six months ended June 30, 2020, which is included in "Property operating expenses"

in our statements of operations.

Subsequent Events

On April 29, 2021, our Board of Trustees declared a quarterly dividend of $ 0.225 per common share, payable on May 27, 2021 to shareholders of record as of May 13, 2021.

In April 2021, we entered into two real estate ventures, in which we have 50 % ownership interests, to design, develop, manage and own approximately 2.0 million square feet of new mixed-use development located in Potomac Yard, the southern portion of National Landing.

Our venture partner contributed a land site that is entitled for 1.3 million square feet

of development it controls at Potomac Yard Landbay F, while we contributed the adjacent land with over 700,000 square feet of estimated development capacity at Potomac Yard Landbay G.

We will also act as pre-developer, developer, property manager and leasing agent for all future commercial and residential properties on the site.

As part of the transaction, our venture partner elected to accelerate the monetization of a 2013 promote interest in the land contributed by it to the ventures.

The total amount of the promote expected to be paid is approximately $ 17.5 million, of which $ 4.3 million will be paid to certain of our non-employee trustees and certain of our executives.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements