What changed in this filing

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Item 1. Financial Statements

2024-07-30 compared with 2024-04-30 · 235 added, 143 removed, 616 unchanged (38% of the section changed)

3 unchanged sentences

(In thousands, except par value amounts)

March 31, 2024

June 30, 2024

December 31, 2023

27 unchanged sentences

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

91,819 and 94,309 shares issued and outstanding as of March 31, 2024 and December 31, 2023

87,306 and 94,309 shares issued and outstanding as of June 30, 2024 and December 31, 2023

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)

Income from unconsolidated real estate ventures, net

Income (loss) from unconsolidated real estate ventures, net

Interest and other income, net

1 unchanged sentence

Gain on the sale of real estate, net

Loss on the extinguishment of debt

Impairment loss

Total other income (expense)

INCOME (LOSS) BEFORE INCOME TAX BENEFIT

Income tax benefit

INCOME (LOSS) BEFORE INCOME TAX (EXPENSE) BENEFIT

Income tax (expense) benefit

NET INCOME (LOSS)

8 unchanged sentences

(In thousands)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

NET INCOME (LOSS)

7 unchanged sentences

Other comprehensive (income) loss attributable to redeemable noncontrolling interests

Other comprehensive (income) loss attributable to noncontrolling interests

Other comprehensive income attributable to noncontrolling interests

COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO JBG SMITH PROPERTIES

6 unchanged sentences

Noncontrolling

BALANCE AS OF DECEMBER 31, 2023

BALANCE AS OF MARCH 31, 2024

Net loss attributable to common shareholders and noncontrolling interests

4 unchanged sentences

( $ 0.175 per common share)

Acquisition of noncontrolling interests

Contributions from noncontrolling interests, net

Redeemable noncontrolling interests redemption value adjustment and total other comprehensive loss allocation

Total other comprehensive loss

Other comprehensive income attributable to noncontrolling interest

BALANCE AS OF JUNE 30, 2024

BALANCE AS OF MARCH 31, 2023

Net loss attributable to common shareholders and noncontrolling interests

Redemption of OP Units for 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)

Distributions to noncontrolling interests, net

1 unchanged sentence

Total other comprehensive income

Other comprehensive income attributable to noncontrolling interest

BALANCE AS OF JUNE 30, 2023

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

JBG SMITH PROPERTIES

Condensed Consolidated Statements of Equity

(In thousands)

Common Shares

Comprehensive

Noncontrolling

BALANCE AS OF DECEMBER 31, 2023

Net loss attributable to common shareholders and noncontrolling interests

Redemption of OP Units for common shares

Common shares repurchased

Common shares issued pursuant to employee incentive compensation plan and ESPP

Dividends declared on common shares

( $ 0.35 per common share)

Acquisition of noncontrolling interests

Contributions from noncontrolling interests, net

Redeemable noncontrolling interests redemption value adjustment and total other comprehensive income allocation

Total other comprehensive income

Other comprehensive income attributable to noncontrolling interests

BALANCE AS OF MARCH 31, 2024

BALANCE AS OF JUNE 30, 2024

BALANCE AS OF DECEMBER 31, 2022

3 unchanged sentences

Common shares issued pursuant to employee incentive compensation plan and ESPP

Dividends declared on common shares

( $ 0.225 per common share)

Distributions to noncontrolling interests, net

1 unchanged sentence

Total other comprehensive loss

Other comprehensive loss attributable to noncontrolling interests

BALANCE AS OF MARCH 31, 2023

Other comprehensive income attributable to noncontrolling interests

BALANCE AS OF JUNE 30, 2023

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:

7 unchanged sentences

Amortization of lease incentives

Loss on the extinguishment of debt

Impairment loss

21 unchanged sentences

Borrowings under revolving credit facility

Borrowings under term loans

Repayments of mortgage loans

2 unchanged sentences

Debt issuance and modification costs

Redemption of partner's noncontrolling interest

Acquisition/redemption of noncontrolling interests

Proceeds from common shares issued pursuant to ESPP

3 unchanged sentences

Distributions to noncontrolling interests

Net cash (used in) provided by financing activities

Net cash used in financing activities

JBG SMITH PROPERTIES

1 unchanged sentence

(In thousands)

Three Months Ended March 31,

Net increase in cash and cash equivalents, and restricted cash

Six Months Ended June 30,

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

Cash and cash equivalents, and restricted cash, beginning of period

9 unchanged sentences

Redemption of OP Units for common shares

Recognition of operating lease right-of-use asset

Recognition of liabilities related to operating lease right-of-use asset

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

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

Cash paid for amounts included in the measurement of lease liabilities for operating leases

10 unchanged sentences

the submarket’s proximity to the Pentagon;

and our deployment of 5G digital infrastructure.

and our retail and digital placemaking initiatives and public infrastructure improvements.

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

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

As of March 31, 2024, JBG SMITH, as its sole general partner, controlled JBG SMITH LP and owned 87.6 % of its OP Units, after giving effect to the conversion of certain vested long-term incentive partnership units ("LTIP Units") that are convertible into OP Units.

As of June 30, 2024, JBG SMITH, as its sole general partner, controlled JBG SMITH LP and owned 86.4 % of its OP Units, after giving effect to the conversion of certain vested long-term incentive partnership units ("LTIP Units") that are convertible into OP Units.

JBG SMITH is referred to herein as "we," "us," "our" or other similar terms.

References to "our share" refer to our ownership percentage of consolidated and unconsolidated assets in real estate ventures, but exclude our:

(i) 10.0 % subordinated interest in one commercial building, (ii) 33.5 % subordinated interest in four commercial buildings (the "Fortress Assets"), (iii) 49.0 % interest in three commercial buildings (the "L'Enfant Plaza Assets") and (iv) 9.9 % interest in The Foundry, as well as the associated non-recourse mortgage loans, held through unconsolidated real estate ventures;

(i) 10.0 % subordinated interest in one commercial building, (ii) 33.5 % subordinated interest in four commercial buildings (the "Fortress Assets") and (iii) 49.0 % interest in three commercial buildings (the "L'Enfant Plaza Assets"), as well as the associated non-recourse mortgage loans, held through unconsolidated real estate ventures;

these interests and debt are excluded because our investment in each real estate venture is zero, we do not anticipate receiving any near-term cash flow distributions from the real estate ventures, and we have not guaranteed their obligations or otherwise committed to providing financial support.

2 unchanged sentences

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

As of March 31, 2024, our Operating Portfolio consisted of 41 operating assets comprising 15 multifamily assets totaling 6,318 units ( 6,318 units at our share), 24 commercial assets totaling 7.5 million square feet ( 7.2 million square feet at our share) and two wholly owned land assets for which we are the ground lessor.

As of June 30, 2024, our Operating Portfolio consisted of 40 operating assets comprising 15 multifamily assets totaling 6,318 units ( 6,318 units at our share), 23 commercial assets totaling 7.2 million square feet ( 6.9 million square feet at our share) and two wholly owned land assets for which we are the ground lessor.

Additionally, we have two under-construction multifamily assets totaling 1,583 units ( 1,583 units at our share) and 18 assets in the development pipeline totaling 11.4 million square feet ( 9.3 million square feet at our share) of estimated potential development density.

4 unchanged sentences

Accordingly, these condensed consolidated financial statements do not contain certain information required in annual financial statements and notes as required under GAAP.

In our opinion, all adjustments considered necessary for a fair presentation have been included, and all such adjustments

are of a normal recurring nature.

In our opinion, all adjustments considered necessary for a fair presentation have been included, and all such adjustments are of a normal recurring nature.

All intercompany transactions and balances have been eliminated.

The results of operations for the three months ended March 31, 2024 and 2023 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, 2024 and 2023 are not necessarily indicative of the results that may be expected for a full year.

These condensed consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission ("SEC") on February 20, 2024 ("Annual Report").

2 unchanged sentences

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

References to our financial statements refer to our unaudited condensed consolidated financial statements as of March 31, 2024 and December 31, 2023, and for the three months ended March 31, 2024 and 2023.

References to our balance sheets refer to our condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023.

References to our statements of operations refer to our condensed consolidated statements of operations for the three months ended March 31, 2024 and 2023.

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, 2024 and 2023.

References to our financial statements refer to our unaudited condensed consolidated financial statements as of June 30, 2024 and December 31, 2023, and for the three and six months ended June 30, 2024 and 2023.

References to our balance sheets refer to our condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023.

References to our statements of operations refer to our condensed consolidated statements of operations for the three and six months ended June 30, 2024 and 2023.

References to our statements of comprehensive income (loss) refer to our condensed consolidated statements of comprehensive income (loss) for the three and six months ended June 30, 2024 and 2023.

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

16 unchanged sentences

The rules are effective on a phased-in timeline beginning in the annual reports for the year ended December 31, 2025.

In April 2024, the SEC announced

a stay of these climate disclosure rules pending judicial review.

In April 2024, the SEC announced a stay of these climate disclosure rules pending judicial review.

We are currently evaluating the potential impact of adopting these new rules on our disclosures.

14 unchanged sentences

We are currently evaluating the potential impact of adopting this new guidance on our financial statement disclosures.

The following is a summary of activity for the three months ended March 31, 2024:

The following is a summary of activity for the six months ended June 30, 2024:

Date Disposed

4 unchanged sentences

See Note 4 for additional information.

We are under contract to sell a multifamily asset located in Washington D.C.

for $ 86.8 million that went firm on July 29, 2024.

Subject to customary closing conditions, we anticipate that this transaction will close in 2024;

however, we can make no assurances as to when or if the transaction will close .

Investments in Unconsolidated Real Estate Ventures

1 unchanged sentence

Real Estate Venture

March 31, 2024

June 30, 2024

December 31, 2023

7 unchanged sentences

Total investments in unconsolidated real estate ventures (6) (7)

(1) Reflects our effective ownership interests as of March 31, 2024.

(1) Reflects our effective ownership interests as of June 30, 2024.

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

1 unchanged sentence

Morgan is the advisor for an institutional investor.

(4) Excludes The Foundry for which we have a zero -investment balance and discontinued applying the equity method of accounting after September 30, 2023.

(4) Excludes The Foundry for which we had a zero -investment balance and discontinued applying the equity method of accounting after September 30, 2023.

In April 2024, the lender foreclosed on the loan secured by The Foundry and took possession of the property.

(5) Excludes the L'Enfant Plaza Assets for which we have a zero -investment balance and discontinued applying the equity method of accounting after September 30, 2022.

(6) Excludes (i) 10.0 % subordinated interest in one commercial building, (ii) the Fortress Assets, (iii) the L'Enfant Plaza Assets and (iv) The Foundry held through unconsolidated real estate ventures.

(6) Excludes (i) 10.0 % subordinated interest in one commercial building, (ii) the Fortress Assets, (iii) the L'Enfant Plaza Assets and (iv) The Foundry.

See Note 1 for more information.

1 unchanged sentence

further, we are not obligated to provide for losses, have not guaranteed its obligations or otherwise committed to provide financial support.

(7) As of March 31, 2024 and December 31, 2023, our total investments in unconsolidated real estate ventures were greater than our share of the net book value of the underlying assets by $ 9.0 million and $ 8.7 million, resulting principally from our zero -investment balance in certain real estate ventures and capitalized interest .

(7) As of June 30, 2024 and December 31, 2023, our total investments in unconsolidated real estate ventures were greater than our share of the net book value of the underlying assets by $ 9.6 million and $ 8.7 million, resulting principally from our zero -investment balance in certain real estate ventures and capitalized interest .

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

We recognized revenue, including expense reimbursements, of $ 4.5 million and $ 5.3 million for the three months ended March 31, 2024 and 2023 for such services.

We recognized revenue, including expense reimbursements, of $ 4.1 million and $ 8.7 million for the three and six months ended June 30, 2024, and $ 5.6 million and $ 10.8 million for the three and six months ended June 30, 2023 for such services.

The following is a summary of disposition activity by our unconsolidated real estate ventures:

8 unchanged sentences

Interest Rate (1)

March 31, 2024

June 30, 2024

December 31, 2023

5 unchanged sentences

Mortgage loans, net (4) (5)

(1) Weighted average effective interest rate as of March 31, 2024.

(1) Weighted average effective interest rate as of June 30, 2024.

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

1 unchanged sentence

(4) Excludes mortgage loans related to the Fortress Assets, the L'Enfant Plaza Assets and The Foundry.

In April 2024, the lender foreclosed on the loan secured by The Foundry and took possession of the property.

(5) See Note 17 for additional information on guarantees of the debt of certain of our unconsolidated real estate ventures.

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

March 31, 2024

June 30, 2024

December 31, 2023

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 (2)

Net income (loss) (2)

(1) Excludes amounts related to the Fortress Assets and the L'Enfant Plaza Assets.

Excludes combined balance sheet information for both periods presented and combined income statement information for the three months ended March 31, 2024 related to The Foundry as we discontinued applying the equity method of accounting after September 30, 2023.

(2) Includes the gain on the sale of Central Place Tower of $ 894,000 for the three months ended March 31, 2024.

Excludes combined balance sheet information for both periods presented and combined income statement information for the three and six months ended June 30, 2024 related to The Foundry as we discontinued applying the equity method of accounting after September 30, 2023.

(2) Includes the gain on the sale of Central Place Tower of $ 894,000 for the six months ended June 30, 2024.

Variable Interest Entities

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

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

We will consolidate a VIE if we are the primary beneficiary

of the VIE, which entails having the power to direct the activities that most significantly impact the VIE’s economic performance.

An entity is a VIE because it is in the development stage and/or does not hold sufficient equity at risk, or conducts substantially all its operations on

behalf of an investor with disproportionately few voting rights.

We will consolidate a VIE if we are the primary beneficiary of the VIE, which entails having the power to direct the activities that most significantly impact the VIE’s economic performance.

Certain criteria we assess in determining whether we are the primary beneficiary of the VIE include our influence over significant business activities, our voting rights and any noncontrolling interest kick-out or participating rights.

Unconsolidated VIEs

As of March 31, 2024 and December 31, 2023, we had interests in entities deemed to be VIEs.

As of June 30, 2024 and December 31, 2023, we had interests in entities deemed to be VIEs.

Although we may be responsible for managing the day-to-day operations of these investees, we are not the primary beneficiary of these VIEs, as we do not hold unilateral power over activities that, when taken together, most significantly impact the respective VIE's economic performance.

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

As of March 31, 2024 and December 31, 2023, the net carrying amounts of our investment in these entities were $ 88.1 million and $ 87.3 million, which were included in "Investments in unconsolidated real estate ventures" in our balance sheets.

Our equity in the income of unconsolidated VIEs was included in "Income from unconsolidated real estate ventures, net" in our statements of operations.

As of June 30, 2024 and December 31, 2023, the net carrying amounts of our investment in these entities were $ 88.4 million and $ 87.3 million, which were included in "Investments in unconsolidated real estate ventures" in our balance sheets.

Our equity in the income of unconsolidated VIEs was included in "Income (loss) from unconsolidated real estate ventures, net" in our statements of operations.

Our maximum loss exposure in these entities is limited to our investments, construction commitments and debt guarantees.

8 unchanged sentences

Because we conduct our business through JBG SMITH LP, its total assets and liabilities comprise substantially all our consolidated assets and liabilities.

As of March 31, 2024 and December 31, 2023, we also consolidated two VIEs (1900 Crystal Drive and 2000/2001 South Bell Street) with total assets of $ 543.1 million and $ 503.2 million, and liabilities of $ 339.0 million and $ 293.3 million, primarily consisting of construction in process and mortgage loans.

In March 2021, we leased the land underlying 1900 Crystal Drive located in National Landing to a lessee, which constructed an 808-unit multifamily asset comprising two towers, The Grace and Reva, with ground floor retail.

The ground lessee engaged us to be the development manager for the construction of 1900 Crystal Drive, and separately, we were the lessee in a master lease of the asset.

We determined that 1900 Crystal Drive was a VIE and that we were the primary beneficiary of the VIE.

Accordingly, we consolidated the VIE with the lessee's ownership interest shown as "Noncontrolling interests" in our consolidated balance sheet.

In June 2024, we acquired the ground lessee's interest in 1900 Crystal Drive for $ 26.6 million of which $ 4.7 million was a reduction of "Noncontrolling interests" in our balance sheet.

As a result of the transaction, 1900 Crystal Drive is no longer a VIE.

As of June 30, 2024, excluding JBG SMITH LP, we consolidated one VIE (2000/2001 South Bell Street) with total assets of $ 256.1 million and liabilities of $ 157.9 million, and as of December 31, 2023, excluding JBG SMITH LP, we consolidated two VIEs (1900 Crystal Drive and 2000/2001 South Bell Street) with total assets of $ 503.2 million and liabilities of $ 293.3 million.

VIE assets primarily consisted of construction in progress and VIE liabilities primarily consisted of mortgage loans.

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

1 unchanged sentence

The following is a summary of other assets, net:

March 31, 2024

June 30, 2024

December 31, 2023

7 unchanged sentences

Total other assets, net

(1) Includes our corporate office lease at 4747 Bethesda Avenue.

(1) Consists of investments in real estate-focused technology companies, which are recorded at their fair value based on their reported net asset value.

During the three months ended March 31, 2024 and 2023, unrealized gains related to these investments were $ 497,000 and $ 2.0 million .

During the three months ended March 31, 2024 and 2023, realized losses related to these investments

were $ 439,000 and $ 129,000 .

Unrealized gains and realized losses were included in "Interest and other income, net" in our statements of operations.

During the three and six months ended June 30, 2024, unrealized gains related to these investments were $ 797,000 and $ 1.3 million .

During the three and six months ended June 30, 2023, unrealized gains (losses) related to these investments were ($ 338,000 ) and $ 1.7 million.

During the three and six months ended June 30, 2024, realized losses related to these investments were $ 183,000 and $ 622,000 .

During the three and six months ended June 30, 2023, realized losses related to these investments were $ 189,000 and $ 318,000 .

Unrealized gains (losses) and realized losses were included in "Interest and other income, net" in our statements of operations.

(2) Primarily consists of equity investments that are carried at cost.

3 unchanged sentences

Interest Rate (1)

March 31, 2024

June 30, 2024

December 31, 2023

5 unchanged sentences

Mortgage loans, net

(1) Weighted average effective interest rate as of March 31, 2024.

(1) Weighted average effective interest rate as of June 30, 2024.

(2) Includes variable rate mortgage loans with interest rate cap agreements.

For mortgage loans with interest rate caps, the weighted average interest rate cap strike was 3.41 % , and the weighted average maturity date of the interest rate caps was April 2025.

For mortgage loans with interest rate caps, the weighted average interest rate cap strike was 3.52 % , and the weighted average maturity date of the interest rate caps was June 2025.

In July 2024, a new interest rate cap was executed that extended the weighted average maturity date of the interest rate caps to October 2025.

The interest rate cap strike is exclusive of the credit spreads associated with the mortgage loans.

As of March 31, 2024, one-month term Secured Overnight Financing Rate ("SOFR") was 5.33 % .

As of June 30, 2024, one-month term Secured Overnight Financing Rate ("SOFR") was 5.34 % .

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

As of March 31, 2024 and December 31, 2023, the net carrying value of real estate collateralizing our mortgage loans totaled $ 2.2 billion.

As of June 30, 2024 and December 31, 2023, the net carrying value of real estate collateralizing our mortgage loans totaled $ 2.2 billion.

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

1 unchanged sentence

See Note 17 for additional information.

As of March 31, 2024 and December 31, 2023, we had various interest rate swap and cap agreements on certain mortgage loans with an aggregate notional value of $ 1.6 billion and $ 1.7 billion.

As of June 30, 2024 and December 31, 2023, we had various interest rate swap and cap agreements on certain mortgage loans with an aggregate notional value of $ 1.6 billion and $ 1.7 billion.

See Note 15 for additional information.

Revolving Credit Facility and Term Loans

As of March 31, 2024 and December 31, 2023, our unsecured revolving credit facility and term loans totaling $ 1.5 billion consisted of a $ 750.0 million revolving credit facility maturing in June 2027, a $ 200.0 million term loan ("Tranche A-1 Term Loan") maturing in January 2025, a $ 400.0 million term loan ("Tranche A-2 Term Loan") maturing in January 2028 and a $ 120.0 million term loan ("2023 Term Loan") maturing in June 2028.

As of June 30, 2024 and December 31, 2023, our unsecured revolving credit facility and term loans totaling $ 1.5 billion consisted of a $ 750.0 million revolving credit facility maturing in June 2027, a $ 200.0 million term loan ("Tranche A-1 Term Loan") maturing in January 2025, a $ 400.0 million term loan ("Tranche A-2 Term Loan") maturing in January 2028 and a $ 120.0 million term loan ("2023 Term Loan") maturing in June 2028.

The revolving credit facility has two six-month extension options, and the Tranche A-1 Term Loan has two one-year extension options.

1 unchanged sentence

Interest Rate (1)

March 31, 2024

June 30, 2024

December 31, 2023

6 unchanged sentences

Term loans, net

(1) Effective interest rate as of March 31, 2024.

(1) Effective interest rate as of June 30, 2024.

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

(2) As of March 31, 2024, daily SOFR was 5.34 % .

As of March 31, 2024 and December 31, 2023, letters of credit with an aggregate face amount of $ 467,000 were outstanding under our revolving credit facility.

(3) As of March 31, 2024 and December 31, 2023, excludes $ 9.5 million and $ 10.2 million of net deferred financing costs related to our revolving credit facility that were included in "Other assets, net" in our balance sheets.

(4) As of March 31, 2024 and December 31, 2023, the interest rate swaps fix SOFR at a weighted average interest rate of 1.46 % .

Interest rate swaps with a total notional value of $ 200.0 million mature in July 2024.

We have two forward-starting interest rate swaps that will be effective July 2024 with a total notional value of $ 200.0 million, which will effectively fix SOFR at a weighted average interest rate of 4.00 % through January 2027.

(5) As of March 31, 2024 and December 31, 2023, the interest rate swaps fix SOFR at a weighted average interest rate of 2.29 % .

Interest rate swaps with a total notional value of $ 200.0 million mature in July 2024 and with a total notional value of $ 200.0 million mature in January 2028.

(6) As of March 31, 2024 and December 31, 2023, the outstanding balance was fixed by an interest rate swap agreement, which fixes SOFR at an interest rate of 4.01 % through the maturity date.

(2) As of June 30, 2024, daily SOFR was 5.33 % .

As of June 30, 2024 and December 31, 2023, letters of credit with an aggregate face amount of $ 15.7 million and $ 467,000 were outstanding under our revolving credit facility.

(3) As of June 30, 2024 and December 31, 2023, excludes $ 8.7 million and $ 10.2 million of net deferred financing costs related to our revolving credit facility that were included in "Other assets, net" in our balance sheets.

(4) As of June 30, 2024 and December 31, 2023, the interest rate swaps fix SOFR at a weighted average interest rate of 1.46 % .

Interest rate swaps with a total notional value of $ 200.0 million matured in July 2024.

We have two forward-starting interest rate swaps that became effective in July 2024 with a total notional value of $ 200.0 million, which effectively fix SOFR at a weighted average interest rate of 4.00 % through January 2027.

(5) As of June 30, 2024 and December 31, 2023, the interest rate swaps fix SOFR at a weighted average interest rate of 2.29 % .

Interest rate swaps with a total notional value of $ 200.0 million matured in July 2024 and with a total notional value of $ 200.0 million will mature in January 2028.

(6) As of June 30, 2024 and December 31, 2023, the outstanding balance was fixed by an interest rate swap agreement, which fixes SOFR at an interest rate of 4.01 % through the maturity date.

Other Liabilities, Net

The following is a summary of other liabilities, net:

March 31, 2024

June 30, 2024

December 31, 2023

8 unchanged sentences

Total other liabilities, net

(1) Includes our corporate office lease at 4747 Bethesda Avenue.

Redeemable Noncontrolling Interests

1 unchanged sentence

Vested LTIP Units are redeemable into OP Units.

During the three months ended March 31, 2024 and 2023, unitholders redeemed 468,081 and 756,356 OP Units, which we elected to redeem for an equivalent number of our common shares.

As of March 31, 2024, outstanding OP Units and redeemable LTIP Units totaled 13.0 million, representing a 12.4 % ownership interest in JBG SMITH LP.

During the six months ended June 30, 2024 and 2023, unitholders redeemed 625,166 and 1.6 million OP Units, which we elected to redeem for an equivalent number of our common shares.

As of June 30, 2024, outstanding OP Units and redeemable LTIP Units totaled 13.8 million, representing a 13.6 % ownership interest in JBG SMITH LP.

Our OP Units and certain vested LTIP Units are presented at the higher of their redemption value or their carrying value, with adjustments to the redemption value recognized in "Additional paid-in capital" in our balance sheets.

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

In April 2024, unitholders redeemed 83,887 OP Units and LTIP Units, which we elected to redeem for an equivalent number of our common shares.

In July 2024, unitholders redeemed 100,972 OP Units and LTIP Units, which we elected to redeem for an equivalent number of our common shares.

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

Three Months Ended March 31,

Three Months Ended June 30,

(In thousands)

1 unchanged sentence

LTIP Units issued in lieu of cash compensation (1)

Other comprehensive income (loss)

Distributions

Share-based compensation expense

Adjustment to redemption value

Balance, end of period

Six Months Ended June 30,

(In thousands)

Balance, beginning of period

LTIP Units issued in lieu of cash compensation (1)

Net income (loss)

4 unchanged sentences

Balance, end of period

(1) See Note 11 for additional information.

(2) As of December 31, 2022, we held a 99.7 % ownership interest in a real estate venture that owned The Wren, a multifamily asset.

In February 2023, the partner redeemed its 0.3 % interest, increasing our ownership interest to 100.0 % .

(2) See Note 11 for additional information.

Property Rental Revenue

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)

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Compensation expense totaling $ 3.0 million for these LTIP Units was recognized in 2023.

The aggregate grant-date fair value of the Time-Based LTIP Units and the LTIP Units granted during the three months ended March 31, 2024 was $ 18.5 million.

In April 2024, as part of their annual compensation, we granted to non-employee trustees a total of 141,422 fully vested LTIP Units with a grant-date fair value of $ 12.40 per unit, which includes LTIP Units elected in lieu of cash retainers.

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

The aggregate grant-date fair value of the Time-Based LTIP Units and the LTIP Units granted during the six months ended June 30, 2024 was $ 20.3 million.

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

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Expected volatility

33.0 % to 35.0 %

Risk-free interest rate

1 unchanged sentence

Post-grant restriction periods

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

Appreciation-Only LTIP Units ("AO LTIP Units")

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The AO LTIP Units expire on the ten th anniversary of their grant date.

The aggregate grant-date fair value of the AO LTIP Units granted during the three months ended March 31, 2024 was $ 7.1 million, valued using Monte Carlo simulations based on the following significant assumptions:

The aggregate grant-date fair value of the AO LTIP Units granted during the six months ended June 30, 2024 was $ 7.1 million, valued using Monte Carlo simulations based on the following significant assumptions:

Expected volatility

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Vesting requirements and compensation expense recognition for the Time-Based RSUs are primarily consistent with those of the Time-Based LTIP Units granted in 2024.

The aggregate grant-date fair value of the RSUs granted during the three months ended March 31, 2024 was $ 1.3 million.

The aggregate grant-date fair value of the RSUs granted during the six months ended June 30, 2024 was $ 1.3 million.

The Time-Based RSUs were valued based on the closing common share price on the date of grant.

Pursuant to the ESPP, employees purchased 21,401 common shares for $ 292,000 during the three months ended March 31, 2024, valued using the Black-Scholes model based on the following significant assumptions:

Pursuant to the ESPP, employees purchased 44,569 common shares for $ 592,000 during the six months ended June 30, 2024, valued using the Black-Scholes model based on the following significant assumptions:

Expected volatility

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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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Includes share-based compensation expense for awards issued in connection with the Formation Transaction and with our successful pursuit of Amazon's additional headquarters in National Landing all of which were fully expensed as of December 31, 2023.

As of March 31, 2024, we had $ 40.8 million of total unrecognized compensation expense related to unvested share-based payment arrangements, which is expected to be recognized over a weighted average period of 2.4 years.

As of June 30, 2024, we had $ 32.6 million of total unrecognized compensation expense related to unvested share-based payment arrangements, which is expected to be recognized over a weighted average period of 2.5 years.

In April 2024, our shareholders approved an amendment to the JBG SMITH 2017 Omnibus Share Plan, as amended, (the "Plan") to increase the common shares reserved for issuance under the Plan by 7.5 million common shares.

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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)

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Our Board of Trustees has authorized the repurchase of up to $ 1.5 billion of our outstanding common shares.

During the three months ended March 31, 2024, we repurchased and retired 3.0 million common shares for $ 49.4 million, a weighted average purchase price per share of $ 16.50 .

During the three months ended March 31, 2023, we repurchased and retired 1.2 million common shares for $ 20.1 million, a weighted average purchase price per share of $ 16.66 .

Since we began the share repurchase program through March 31, 2024, we have repurchased and retired 48.9 million common shares for $ 1.0 billion, a weighted average purchase price per share of $ 20.61 .

During the three and six months ended June 30, 2024, we repurchased and retired 4.7 million and 7.7 million common shares for $ 68.7 million and $ 118.1 million, a weighted average purchase price per share of $ 14.62 and $ 15.35 .

During the three and six months ended June 30, 2023, we repurchased and retired 9.3 million and 10.5 million common shares for $ 135.7 million and $ 155.8 million, a weighted average purchase price per share of $ 14.54 and $ 14.79 .

Since we began the share repurchase program through June 30, 2024, we have repurchased and retired 53.6 million common shares for $ 1.1 billion, a weighted average purchase price per share of $ 20.09 .

During July 2024, through the date of this filing, we repurchased and retired 897,531 common shares for $ 14.0 million, a weighted average purchase price per share of $ 15.55 , pursuant to a repurchase plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

Earnings (Loss) Per Common Share

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During periods of net loss, losses are allocated only to the extent the participating securities are required to absorb their share of such losses.

Distributions to participating securities in excess of their allocated income or loss are shown as a reduction to net income (loss) attributable to common shareholders.

Distributions to

participating securities in excess of their allocated income or loss are shown as a reduction to net income (loss) attributable to common shareholders.

Diluted earnings (loss) per common share reflects the potential dilution of the assumed exchange of various unit and share-based compensation awards into common shares to the extent they are dilutive.

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(In thousands, except per share amounts)

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Earnings (loss) per common share - basic and diluted

The effect of the redemption of OP Units, Time-Based LTIP Units, fully vested LTIP Units and special equity awards that were outstanding as of March 31, 2024 and 2023 is excluded in the computation of diluted earnings (loss) per common share as the assumed exchange of such units for common shares on a one-for-one basis was antidilutive (the assumed redemption of these units would have no impact on the determination of diluted earnings (loss) per share).

The effect of the redemption of OP Units, Time-Based LTIP Units, fully vested LTIP Units and special equity awards that were outstanding as of June 30, 2024 and 2023 is excluded in the computation of diluted earnings (loss) per common share as the assumed exchange of such units for common shares on a one-for-one basis was antidilutive (the assumed redemption of these units would have no impact on the determination of diluted earnings (loss) per share).

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

AO LTIP Units, Performance-Based LTIP Units, formation awards and RSUs, which totaled 7.9 million and 5.5 million for the three months ended March 31, 2024 and 2023, were excluded from the calculation of diluted earnings (loss) per common share as they were antidilutive, but potentially could be dilutive in the future.

Dividends Declared in April 2024

On April 25, 2024, our Board of Trustees declared a quarterly dividend of $ 0.175 per common share, payable on May 24, 2024 to shareholders of record as of May 10, 2024.

AO LTIP Units, Performance-Based LTIP Units, formation awards and RSUs, which totaled 7.9 million for the three and six months ended June 30, 2024, and 5.2 million and 5.3 million for the three and six months ended June 30, 2023, were excluded from the calculation of diluted earnings (loss) per common share as they were antidilutive, but potentially could be dilutive in the future.

Dividends Declared in July 2024

On July 24, 2024 , our Board of Trustees declared a quarterly dividend of $ 0.175 per common share, payable on August 21, 2024 to shareholders of record as of August 7, 2024 .

Fair Value Measurements

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To manage or hedge our exposure to interest rate risk, we follow established risk management policies and procedures, including the use of a variety of derivative financial instruments.

As of March 31, 2024 and December 31, 2023, we had various derivative financial instruments consisting of interest rate swap and cap agreements that are measured at fair value on a recurring basis.

The net unrealized gain on our derivative financial instruments designated as effective hedges was $ 36.0 million and $ 22.7 million as of March 31, 2024 and December 31, 2023 and was recorded in "Accumulated other comprehensive income" in our balance sheets, of which a portion was allocated to "Redeemable noncontrolling interests." Within the next 12 months, we expect to reclassify $ 25.0 million of the net unrealized gain as a decrease to interest expense.

As of June 30, 2024 and December 31, 2023, we had various derivative financial instruments consisting of interest rate swap and cap agreements that are measured at fair value on a recurring basis.

The net unrealized gain on our derivative financial instruments designated as effective hedges was $ 33.1 million and $ 22.7 million as of June 30, 2024 and December 31, 2023 and was recorded in "Accumulated other comprehensive income" in our balance sheets, of which a portion was allocated to "Redeemable noncontrolling interests." Within the next 12 months, we expect to reclassify $ 20.7 million of the net unrealized gain as a decrease to interest expense.

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

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(In thousands)

March 31, 2024

June 30, 2024

Derivative financial instruments designated as effective hedges:

Classified as assets in "Other assets, net"

Classified as liabilities in "Other liabilities, net"

Non-designated derivatives:

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

However, as of March 31, 2024 and December 31, 2023, the significance of the impact of the credit valuation adjustments on the overall valuation of the derivative financial instruments was assessed, and it was determined that these adjustments were not significant to the overall valuation of the derivative financial instruments.

However, as of June 30, 2024 and December 31, 2023, the significance of the impact of the credit valuation adjustments on the overall valuation of the derivative financial instruments was assessed, and it was determined that these adjustments were not significant to the overall valuation of the derivative financial instruments.

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

The net unrealized gains (losses) included in "Other comprehensive income (loss)" in our statements of comprehensive income (loss) for the three months ended March 31, 2024 and 2023 were attributable to the net change in unrealized gains or losses related to effective derivative financial instruments that were outstanding during those periods, none of which were reported in our statements of operations as the derivative financial instruments were documented and qualified as hedging instruments.

Realized and unrealized gains related to non-designated hedges are included in "Interest expense" in our statements of operations.

The net unrealized gains (losses) included in "Other comprehensive income (loss)" in our statements of comprehensive income (loss) for the three and six months ended June 30, 2024 and 2023 were attributable to the net change in unrealized gains or losses related to effective derivative financial instruments that were outstanding during those periods, none of which were reported in our statements of operations as the derivative financial instruments were documented and qualified as hedging instruments.

Realized and unrealized gains (losses) related to non-designated hedges are included in "Interest expense" in our statements of operations.

Fair Value Measurements on a Nonrecurring Basis

Our real estate assets are reviewed for impairment whenever there are changes in circumstances or indicators that the carrying amount of the assets may not be recoverable.

During the three months ended March 31, 2024, this assessment resulted in the impairment of a development parcel, which had an estimated fair value of $ 19.5 million based on a market approach and was classified as Level 2 in the fair value hierarchy.

The impairment loss totaled $ 17.2 million, which was included in "Impairment loss" in our consolidated statement of operations for the three months ended March 31, 2024.

This assessment resulted in the impairment of two development parcels, which had an estimated fair value of $ 24.7 million based on a market approach and were classified as Level 2 in the fair value hierarchy.

The impairment loss totaled $ 1.0 million and $ 18.2 million, which was included in "Impairment loss" in our consolidated statements of operations for the three and six months ended June 30, 2024.

Financial Assets and Liabilities Not Measured at Fair Value

As of March 31, 2024 and December 31, 2023, all financial assets and liabilities were reflected in our balance sheets at amounts which, in our estimation, reasonably approximated their fair values, except for the following:

March 31, 2024

As of June 30, 2024 and December 31, 2023, all financial assets and liabilities were reflected in our balance sheets at amounts which, in our estimation, reasonably approximated their fair values, except for the following:

June 30, 2024

December 31, 2023

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(In thousands)

10 unchanged sentences

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

Management company assets primarily consist of management and leasing contracts with a net book value of $ 6.7 million and $ 8.1 million as of March 31, 2024 and December 31, 2023, which were included in "Intangible assets, net" in our balance sheets.

Management company assets primarily consist of management and leasing contracts with a net book value of $ 5.4 million and $ 8.1 million as of June 30, 2024 and December 31, 2023, which were included in "Intangible assets, net" in our balance sheets.

Consistent with internal reporting presented to our CODM and our definition of NOI, the third-party asset management and real estate services operating results are excluded from the NOI data below.

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(In thousands)

Net income (loss) attributable to common shareholders

Net income (loss) attributable to redeemable noncontrolling interests

Net loss attributable to noncontrolling interests

Net income (loss)

Depreciation and amortization expense

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Interest expense

Loss on the extinguishment of debt

Impairment loss

Income tax benefit

Net income (loss) attributable to redeemable noncontrolling interests

Net loss attributable to noncontrolling interests

Income tax expense (benefit)

Third-party real estate services, including reimbursements revenue

Other revenue

Income from unconsolidated real estate ventures, net

Income (loss) from unconsolidated real estate ventures, net

Interest and other income, net

3 unchanged sentences

Items classified in the Other column include development assets, corporate entities, land assets for which we are the ground lessor and the elimination of inter-segment activity.

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

(In thousands)

7 unchanged sentences

Consolidated NOI

Three Months Ended March 31, 2023

Three Months Ended June 30, 2023

(In thousands)

7 unchanged sentences

Consolidated NOI

Six Months Ended June 30, 2024

(In thousands)

March 31, 2024

Property rental revenue (1)

Parking revenue

Total property revenue

Property expense:

Property operating

Real estate taxes

Total property expense

Consolidated NOI

Six Months Ended June 30, 2023

(In thousands)

Property rental revenue

Parking revenue

Total property revenue

Property expense:

Property operating

Real estate taxes

Total property expense

Consolidated NOI

(In thousands)

June 30, 2024

Real estate, at cost

3 unchanged sentences

Investments in unconsolidated real estate ventures

(1) Property rental revenue excludes $ 10.3 million of lease termination revenue.

(1) Property rental revenue excludes $ 738,000 and $ 11.1 million of other revenue including lease termination revenue for the three and six months ended June 30, 2024.

Commitments and Contingencies

We maintain general liability insurance with limits of $ 150.0 million per occurrence and in the aggregate, and property and rental value insurance coverage with limits of $ 1.0 billion per occurrence, with sub-limits for certain perils such as floods and earthquakes on each of our properties.

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

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

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

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

6 unchanged sentences

Construction Commitments

As of March 31, 2024, we had assets under construction that, based on our current plans and estimates, require an additional $ 134.4 million to complete, which we anticipate will be primarily expended over the next two years .

As of June 30, 2024, we had assets under construction that, based on our current plans and estimates, require an additional $ 98.5 million to complete, which we anticipate will be primarily expended over the next two years .

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

5 unchanged sentences

In each case where the environmental assessments have identified conditions requiring remedial actions required by law, we have initiated appropriate actions.

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

The environmental assessments have not revealed any material environmental contamination that we believe would have a material adverse effect on our

overall business, financial condition or results of operations, or that have not been anticipated and remediated during site redevelopment as required by law.

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

Environmental liabilities totaled $ 17.6 million as of March 31, 2024 and December 31, 2023, and are included in "Other liabilities, net" in our balance sheets.

As of March 31, 2024, we had committed tenant-related obligations totaling $ 33.4 million ($ 33.3 million related to our consolidated entities and $ 113,000 related to our unconsolidated real estate ventures at our share).

Environmental liabilities totaled $ 17.5 million and $ 17.6 million as of June 30, 2024 and December 31, 2023, and are included in "Other liabilities, net" in our balance sheets.

As of June 30, 2024, we had committed tenant-related obligations totaling $ 44.4 million ($ 44.3 million related to our consolidated entities and $ 144,000 related to our unconsolidated real estate ventures at our share).

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

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We customarily have agreements with our outside venture partners whereby the partners agree to reimburse the real estate venture or us for their share of any payments made under certain of these guarantees.

At times, we also have agreements with certain of our outside venture partners

whereby we agree to either indemnify the partners and/or the associated ventures with respect to certain contingent liabilities associated with operating assets or to reimburse our partner for its share of any payments made by them under certain guarantees.

At times, we also have agreements with certain of our outside venture partners whereby we agree to either indemnify the partners and/or the associated ventures with respect to certain contingent liabilities associated with operating assets or to reimburse our partner for its share of any payments made by them under certain guarantees.

Guarantees (excluding environmental) customarily terminate either upon the satisfaction of specified circumstances or repayment of the underlying debt.

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

As of March 31, 2024, we had additional capital commitments and certain recorded guarantees to our unconsolidated real estate ventures and other investments totaling $ 58.7 million.

As of March 31, 2024, we had no debt principal payment guarantees related to our unconsolidated real estate ventures.

As of June 30, 2024, we had additional capital commitments and certain recorded guarantees to our unconsolidated real estate ventures and other investments totaling $ 58.0 million.

As of June 30, 2024, we had no debt principal payment guarantees related to our unconsolidated real estate ventures.

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

As of March 31, 2024, the aggregate amount of debt principal payment guarantees was $ 8.3 million for our consolidated entities.

As of June 30, 2024, the aggregate amount of debt 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.

6 unchanged sentences

The WHI Impact Pool completed fundraising in 2020 with capital commitments totaling $ 114.4 million, which included a commitment from us of $ 11.2 million.

As of March 31, 2024, our remaining unfunded commitment was $ 2.9 million.

The third-party real estate services revenue, including expense reimbursements, from the JBG Legacy Funds and the WHI Impact Pool and its affiliates was $ 4.0 million and $ 5.0 million for the three months ended March 31, 2024 and 2023.

As of March 31, 2024 and December 31, 2023, we had receivables from the JBG Legacy Funds and the WHI Impact Pool and its affiliates totaling $ 3.3 million and $ 3.5 million for such services.

Commencing in March 2023, in connection with the sale of an 80.0 % interest in 4747 Bethesda Avenue in 2023, we leased our corporate offices from an unconsolidated real estate venture and incurred $ 1.5 million and $ 158,000 of rent expense for the three months ended March 31, 2024 and 2023, which was included in "General and administrative expense" in our statements of operations.

As of June 30, 2024, our remaining unfunded commitment was $ 2.9 million.

During the second quarter of 2024, we combined our existing impact investing activities, including WHI, with the newly formed LEO Impact Capital ("LEO"), our workforce housing investment management platform.

LEO aims to acquire, operate and preserve middle income housing in rapidly growing neighborhoods vulnerable to rising housing costs.

The third-party real estate services revenue, including expense reimbursements, from the JBG Legacy Funds and the WHI Impact Pool and its affiliates was $ 3.2 million and $ 7.2 million for the three and six months ended June 30, 2024, and $ 5.9 million and $ 10.8 million for the three and six months ended June 30, 2023.

As of June 30, 2024 and December 31, 2023, we had receivables from the JBG Legacy Funds and the WHI Impact Pool and its affiliates totaling $ 2.3 million and $ 3.5 million for such services.

Commencing in March 2023, in connection with the sale of an 80.0 % interest in 4747 Bethesda Avenue in 2023, we leased our corporate offices from an unconsolidated real estate venture and incurred $ 1.3 million and $ 2.8 million of rent expense for the three and six months ended June 30, 2024, and $ 1.6 million and $ 1.8 million of rent expense for the three and six months ended June 30, 2023,which was included in "General and administrative expense" in our statements of operations.

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

We paid BMS $ 2.5 million and $ 2.4 million for the three months ended March 31, 2024 and 2023, which was included in "Property operating expenses" in our statements of operations.

We paid BMS $ 2.2 million and $ 4.7 million for the three and six months ended June 30, 2024, and $ 2.3 million and $ 4.6 million for the three and six months ended June 30, 2023, which was included in "Property operating expenses" in our statements of operations.

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