EX-99.1 2 jbgs-33119exhibit991.htm EXHIBIT 99.1 Exhibit
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May 7, 2019

To Our Fellow Shareholders:

We are pleased to report on our performance for the first quarter of 2019. For details regarding our financial and operating results, please see our first quarter earnings release and supplemental information, which follow this letter. In April, we held our first of two investor days for 2019 and posted the related presentation on our website. At the end of this letter are highlights from that presentation, including an updated estimated NOI bridge, Amazon’s potential NAV impact on our portfolio, and an illustrative timeline of important National Landing milestones.

Over the past five months, we executed definitive documentation for the initial Amazon leases and land sales, successfully closed a $472 million equity offering, completed the construction of 500 L’Enfant Plaza under budget and two quarters ahead of schedule, and closed a $115 million asset sale. We also reached an important milestone when Arlington County and the Commonwealth of Virginia enacted the Amazon-related incentive, infrastructure, and education legislation. In April, we announced a fourth lease with Amazon for approximately 48,000 square feet at 2345 Crystal Drive. This growth beyond their initial footprint demonstrates Amazon’s growing commitment to National Landing, as well as the strength of our public-private partnership with the County and the Commonwealth. Amazon’s decision to increase its footprint right on Crystal Drive also serves as further validation of our ongoing repositioning of this important retail main street in the submarket.

Equity Offering

In April, we successfully completed our first equity offering, issuing 11.5 million shares at $42.00 per share, and raising net proceeds of approximately $472 million, including an upsize and full exercise of the overallotment option. The positive investor response to our offering demonstrates a high level of support for JBG SMITH and our growth plans. The proceeds from the offering, combined with our ongoing capital recycling efforts, provide the capital to fund the approximately $457 million of estimated remaining investment in our nine Under Construction assets, as well as future development opportunities that we intend to accelerate as a result of Amazon’s presence in National Landing. Our strategy behind the timing, pricing, and sizing of the offering is detailed below.

Timing

The scale of Amazon-related internal investment opportunity in National Landing is significant and will require capital beyond our current 2019 capital recycling target of $400 million. Based on its strong growth during and after

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the last recession, and the subsequent rapid growth of Amazon Web Services (AWS), we expect Amazon to grow its presence irrespective of the economic cycle. We further expect that our existing concentrated holdings in National Landing will significantly benefit from the placemaking impact of new development in the submarket. To capitalize on these opportunities in a timely fashion with prudent leverage will require ample liquidity. While we intend to continue individual asset sales for as long as the window remains open, the capital sourced in our recent equity offering enables us to execute our near-term Amazon-related growth opportunities without taking extended cap rate risk on future asset sales as a primary funding source. Although some of these investment opportunities are still several quarters away, we believe it is prudent to raise capital when you can, rather than when it is needed. All told, the balance sheet capacity created by the equity offering puts us in a stronger position to unlock value sooner and drive greater long-term NAV per share growth without straining our balance sheet.

Pricing
We evaluate every capital allocation decision through the lens of maximizing long-term NAV per share, and our recent offering was no exception. We believe the modest dilution associated with selling shares at a discount to our estimate of NAV will more than pay for itself over the long term by funding substantial additional internal growth while maintaining a strong balance sheet. While asset sales offer the prospect of sourcing capital at NAV, tax implications and borrowing capacity frequently require selling a greater value of assets for each dollar of desired liquidity. In addition, asset sales take time and depend on cap rates remaining low for the foreseeable future. As long as market conditions are supportive, we intend to continue to capitalize on sale opportunities, but sustained favorable conditions are not a given. Combining our ongoing capital recycling efforts with the immediate liquidity provided by the offering is a more balanced, lower risk means of maintaining balance sheet strength while not missing a beat when it comes to unlocking the future NAV growth embedded in our National Landing development portfolio.

Sizing
We sized the offering to fund the remaining spend related to our nine current Under Construction assets in a leverage neutral manner, and with careful attention to the balance between future growth opportunities and the impact of near-term dilution. Net proceeds from the offering reduced our Net Debt/Total Enterprise Value by 620 basis points and our Net Debt/Adjusted EBITDA by 1.7x on a proforma basis as of March 31, 2019. This allows additional investment in future growth opportunities now without the need to wait for the borrowing capacity that will come from the delivery and stabilization of our current Under Construction assets. While we would “never say never” when it comes to accessing the public equity markets for additional funding, we deliberately sized the offering at a level that would allow us to execute our current business plans without the need to return to the public markets for the foreseeable future.

Leverage Profile
Given that a high percentage of our assets are not income producing, consisting primarily of our Under Construction assets and Future Development Pipeline, we believe the most meaningful metric to evaluate our leverage is Net

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Debt/Total Enterprise Value. We believe the appropriate stabilized range of Net Debt/Total Enterprise Value for JBG SMITH is between 25% and 35% and the appropriate stabilized Net Debt/Adjusted EBITDA is between 6x and 7x, with peak levels in the mid-8x’s during times of more active development. We have not changed our view on stabilized leverage levels, though we may operate at lower levels while building balance sheet capacity for future investment opportunities. At this point in the cycle, our bias is to operate at or below the low end of these ranges to ensure ample capacity for future investment opportunity when the cycle turns.

As of March 31, 2019, our pro forma Net Debt/Total Enterprise Value was 20.1% and our Net Debt/Adjusted EBITDA was 5.4x, adjusted for our recent equity offering. We expect our Net Debt/Adjusted EBITDA ratio to peak in the low 7.0x’s in the second half of this year, before declining, as we deliver our Under Construction assets. Future leverage levels will fluctuate based on the scale and timing of capital recycling and construction starts. That said, assuming the delivery of our nine Under Construction assets and 1900 Crystal Drive, as well as the successful execution of our $400 million capital recycling plan for 2019, we believe we have sufficient capacity to execute the entirety of our multifamily development pipeline in National Landing (approximately 4,000 to 5,000 units) over the next five years, while maintaining prudent leverage in accordance with our stated target levels.

Washington, DC Market Update
 
In the first quarter, the broad themes of office underperformance and positive multifamily momentum continued with little change. Looking forward, we expect continued downward momentum, particularly for commodity Class A office in DC proper, as more than 5 million square feet of new construction comes online over the next 12 to 24 months.

While it is still early days for Amazon’s impact in National Landing, signs of the submarket’s turnaround are here, and we maintain a bullish outlook on its long-term fundamentals. This view is shared by the brokerage community as evidenced by JLL’s recently increased estimate of average direct asking rents within National Landing to $43.97 per square foot - up from $37.66 per square foot in the fourth quarter, representing a 16.7% increase. Significantly, JLL’s estimate is also only slightly below the $44.60 per square foot average for the Rosslyn Ballston Corridor, which we believe indicates acceptance among the brokerage community that rent expectations for National Landing have reset in a post-Amazon environment.

Multifamily fundamentals remain more encouraging than office, showing positive rent growth over a trailing 12-month period with almost all JBG SMITH Class A submarkets posting above-inflationary same-store growth according to CoStar data. Half of the first quarter’s nearly 1,800 units of new deliveries were in the District - all in emerging markets. While it’s too early to speak definitively about the ultimate performance of these units, early signs are positive. In late April, CoStar reported that new deliveries (including some delivered after the close of the quarter) were nearly 40% leased on average, with only a half month of concessions, signaling continued strong demand for amenity-rich emerging markets even in the face of new supply.


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On the investment sales front, headlines indicate continued strong volume across office and multifamily, but some notable trends have begun to emerge. In office, despite strong transaction volume in 2018, JLL noted that foreign buyer volume fell dramatically and is now negative, indicating foreign investors were net sellers through the first quarter of 2019. Reports from brokers other than JLL indicate that bidder pools are thinning, and pricing is wide of expectations on some recently marketed deals of which there are an increasing number. As JLL noted, while trophy deals are relatively thin, there is a wide variety of core plus and value-add deals currently on the market, which should provide an indication of pricing and investor depth soon. While it is too early to identify a definitive trend, these data points may be symptomatic of a cooling of the investment sales market, with the possible exception of National Landing.

In National Landing, while there are still very few comparable transactions, one recent example indicates that there is more investor demand for office assets than we have previously seen. Presidential Tower, an office asset located further south from Amazon’s new headquarters than the bulk of our holdings and a half mile from the Metro, is rumored to be under contract at a mid-to-high 5% cap rate, having attracted a deep pool of largely institutional buyers. The rumored pricing for this asset is noticeably more favorable than anything National Landing has seen in years.

According to CoStar data, multifamily volume stayed strong through the end of 2018, but was driven almost entirely by value-add opportunities in the Class B space. Class A volume has been consistently dropping since 2015, driven by a lack of investor depth in the market and the unwillingness of sellers to capitulate. As with the office market, we have seen the opposite trend in National Landing. As we noted last quarter, the Meridian at Pentagon City, a 2001 vintage building, recently went under contract to a private buyer at a 3.7% cap rate - substantially below the 4.6% average Arlington cap rate over the past three years. We believe this aggressive pricing was driven by substantial investor depth and the expectation of outsized rent growth fueled by Amazon-related demand.

Operating Portfolio

Our 10.9 million square foot operating commercial portfolio (at share) generated $240.2 million of annualized NOI and was 90.2% leased and 85.6% occupied as of the end of the first quarter. The 4.6% delta between the leased and occupied metrics for the overall operating commercial portfolio represents an additional $28.9 million of annualized estimated rent from signed but not yet commenced leases that will come on line over the next few years. A more comprehensive discussion of our total operating portfolio NOI, including our defensive leasing strategy, the impacts of our capital recycling efforts, and our development investments can be found at the end of this letter.

During the quarter we completed 32 office lease transactions totaling 785,000 square feet (at share), including 511,000 square feet in our operating portfolio and 274,000 square feet in our Under Construction portfolio. These amounts include 537,000 square feet of leasing related to Amazon. For second-generation leases, the rental rate mark-to-market was negative 6.8% on a cash basis. Although some quarters will be lower, and others will be

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higher, this is in-line with our updated expectation of a negative 3.0% average mark-to-market through 2024, which we expect to be higher in the front-end of this time period and lower in the back-end.

Consistent with the expectations we outlined last year, same store NOI decreased 10.1% across our operating portfolio during the first quarter, predominately related to the previously discussed blend-and-extend lease renewals we executed in 2017 and 2018. These early blend-and-extend lease renewals significantly de-risk our DC assets at a time of increasing supply and downturn risk, as well as enhance the potential for asset sale or recapitalization on a more attractive basis. As a result of this defensive leasing strategy, we have significantly mitigated our renewal risk, with no private sector leases greater than 55,000 square feet rolling before the end of 2020. We expect the concessions associated with these early blend-and-extend lease renewals to result in negative same store NOI throughout 2019. As free rent in these leases burns off, we expect the temporary NOI decline associated with this strategy to reverse in the second half of 2019, with same store NOI turning positive again in 2020.

We are focusing on risk mitigation in our DC office holdings and positioning our commercial portfolio in National Landing for growth. In our DC portfolio, we have been aggressively reducing our rollover exposure as described above, executing on the lease-up of our Under Construction assets, which now stand at 82.1% pre-leased, and disposing of Commodity A office assets, generating proceeds at attractive pricing and reducing our exposure to this segment from 7% to 3% of our overall portfolio. In National Landing, we are positioning our portfolio to capture future rent growth through a combination of strategies, including shorter lease terms or longer-term leases with mid-term mark-to-market or fixed rent bump provisions on top of annual escalators. While still early, we have seen increased interest and inbound requests for tours from technology and higher education tenants interested in participating in the dynamic technology ecosystem we are creating. While Amazon’s growth will likely be gradual, we are encouraged by this increased level of interest.

Our operating multifamily portfolio, comprising approximately 4,531 units (at share), generated $81.4 million of annualized NOI and ended the first quarter at 97.0% leased.  We saw particularly strong occupancy gains at 1221 Van Street, which ended the first quarter at 89.2% leased. We believe this is a strong position to be in heading into the spring leasing market. In addition, our continued focus on customer service initiatives across our multifamily portfolio has produced an online customer review score that is 18% above the Reputation.com multifamily industry average.

Development Portfolio

Under Construction
At the end of the first quarter, we had nine assets under construction, all of which have guaranteed maximum price construction contracts in place. These assets have weighted average estimated completion and stabilization dates of the second quarter of 2020 and the second quarter of 2021, respectively, with a projected NOI yield based on

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Estimated Total Project Cost of 6.4%. Commercial assets represent approximately 927,000 square feet (at share), of which 82.1% is pre-leased.

In the first quarter, we completed construction on 500 L’Enfant Plaza, under budget and two quarters ahead of schedule. The building is 74.3% pre-leased, from the bottom up, to Urban Institute and Noblis. This asset will move into our recently delivered operating commercial portfolio next quarter.

Near-Term Development
We do not have any assets in the Near-Term Development Pipeline as of March 31, 2019. As a reminder, we only place assets into our Near-Term Development Pipeline when they have substantially completed the entitlement process and when we intend to commence construction within 18 months, subject to market conditions. Based on our current plans, we expect to place 1900 Crystal Drive into Near-Term Development by the end of this year. While our initial zoning application for this site calls for multifamily development, it may be developed as either multifamily or office depending upon potential tenant demand. We remain on track with our entitlement efforts, and we expect to commence construction on 1900 Crystal Drive in 2020. In addition, as other National Landing multifamily opportunities receive final entitlements, we expect them to transition from our Future Development Pipeline into Near-Term Development.

Future Development Pipeline
Our Future Development Pipeline comprises 18.7 million square feet (at share), with an Estimated Total Investment per square foot of approximately $38.38. At the end of the first quarter approximately 58.8% of this pipeline was in National Landing, 18.6% was in DC, 13.9% was in Reston, and the remaining 8.7% was in other Virginia and Maryland submarkets. 78% of this pipeline is within a 20-minute commute of National Landing, the geography that we believe will most directly benefit from Amazon’s growth over time. Our DC holdings are concentrated in the fast-growing emerging submarkets of Union Market and the Ballpark, and our Reston holdings include one of the best development sites on the Metro, adjacent to Reston Town Center.

Of the 18.7 million square feet in our Future Development Pipeline, 4.1 million square feet is held for sale to Amazon, 3.6 million square feet is fully entitled, and the remaining 11.0 million square feet is zoned for our planned use, but still requires the final stage of design and/or entitlement. Of the 11.0 million square feet requiring final entitlement, we are actively advancing 8.8 million square feet, which we expect to be fully entitled within the next two years. The remaining 2.2 million square feet is either encumbered with existing lease term or encompasses land that we do not believe suitable for new development in the near term.
    
Approximately 63% or 6.9 million square feet of the 11.0 million square feet requiring final entitlements is in National Landing. This amount excludes the 4.1 million square feet currently held for sale to Amazon. Based on our current plans, we expect 2.2 million square feet to be office, which can be pre-leased to Amazon or other tenants seeking to

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co-locate near Amazon, and 4.7 million square feet, totaling approximately 4,000 to 5,000 units, to be multifamily. Within the next year, we expect final entitlement approvals on the vast majority of these opportunities.

The following bar chart summarizes the data described above:
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We believe the value of these development opportunities as a whole exceeds the sum of the values of each project because our placemaking plans will benefit our surrounding holdings and the entire National Landing submarket. As a result, accelerating the execution of these development opportunities will better enable us to achieve our goal of maximizing long-term NAV per share growth.

Third-Party Asset Management and Real Estate Services Business

Our share of revenue from our third-party asset management and real estate services business was $13.8 million in the first quarter, primarily driven by $5.1 million in property management fees and $3.4 million in asset management fees. The portion of total revenues associated with the JBG Legacy Funds was $6.2 million. The Funds continued to focus on disposing of assets in accordance with their underlying business plans. We expect Amazon to pay third-

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party fees to JBG SMITH for development, construction management, retail leasing, and property management services at market rates, which we expect to offset the reduction in fees from the wind down of the JBG Legacy Fund business over the next 3-6 years. It is worth noting that we have been retained as the third-party property manager on approximately 23% (based on square feet at 100%) of the assets we have sold since the spin-off. This includes approximately 46% of all commercial assets sold.

Capital Allocation

Acquisitions
On the acquisition front, we remain cautious given aggressive pricing across asset classes. As part of the sale of Pen Place and Mets 6, 7, and 8 to Amazon, we preserved flexibility to facilitate 1031 exchange opportunities. We have already identified our first exchange candidate for the Mets sites - a stabilized DC multifamily asset which is expected to close later this year. We expect Pen Place to close in 2020, and we intend to seek a 1031 exchange with the proceeds from that sale. We are targeting acquisitions for these 1031 exchanges that will generate approximately $15 million of annualized NOI.

Dispositions
As we outlined earlier this year, we plan to continue to seek capital recycling opportunities where we can source capital at or above our estimated NAV. We are targeting approximately $400 million of asset sales and recapitalizations in 2019. In the first quarter, we closed the sale of Commerce Executive for $115 million, and we entered into firm contracts, subject to customary closing conditions, for the sale of 4.1 million square feet of land to Amazon for $294 million. Of the $294 million, we expect approximately $150 million associated with Mets 6, 7, and 8 to close in 2019. For low-basis sale candidates, such as the land we are selling to Amazon, we plan to seek 1031 exchanges that would allow us to trade out of low-return assets into higher-yielding development opportunities or acquisitions with better long-term growth profiles. In the current environment, these are more likely to be multifamily assets. We are also focused on additional opportunities to turn land assets into income streams via 1031 exchanges or ground leases.

Development
We continue to advance the entitlement and design of opportunities in our Future Development Pipeline. We expect multifamily development opportunities to remain attractive, particularly in light of potentially declining supply levels, especially in National Landing and other emerging growth submarkets with strong demand drivers. In these locations, we expect to be active developers in the face of new demand.


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Balance Sheet

As of March 31, 2019, we had $395.6 million of cash ($405.6 million of cash at share), excluding the $472million of net proceeds from our equity offering, and $1.1 billion available on our credit facility. Adjusted for the offering, and using our share price at March 31, 2019, our pro forma Net Debt/Total Enterprise value was 20.1% and our pro forma Net Debt/Adjusted EBITDA was 5.4x. As expressed at the beginning of this letter, our leverage metrics include the debt incurred to date to develop our nine Under Construction assets but not the estimated NOI from those assets. Therefore, we believe Net Debt/Total Enterprise Value is the most meaningful measure to evaluate our leverage. Our long-term leverage targets remain unchanged at 25% to 35% Net Debt/Total Enterprise Value and between 6x and 7x Net Debt/Adjusted EBITDA, with peak levels in the mid-8x’s during times of more active development. We plan to continue to execute our 2019 capital recycling program, which we expect will strengthen our ability to pursue long-term growth opportunities without incurring ongoing funding or leverage risk.

As of March 31, 2019, our average debt maturity was 3.8 years, with approximately $441.2 million (at our share) coming due in the next two years. Consistent with our strategy to finance our business primarily with non-recourse, asset-level financing, 88% of our consolidated and unconsolidated debt is mortgage debt, of which only approximately $8.3 million is recourse to JBG SMITH. Subsequent to the end of the first quarter, we repaid mortgage debt totaling approximately $293.6 million at The Bartlett and Fort Totten Square. After these repayments, our debt is 78% fixed rate, and we have caps in place for 49% of our floating rate debt.

Environmental, Social, and Governance

In mid-2018, we launched the Washington Housing Initiative (WHI) in partnership with the Federal City Council to preserve or build up to 3,000 units of affordable workforce housing in the Washington, DC region over the next decade. The WHI consists of a third-party non-profit, the Washington Housing Conservancy, and the Impact Pool, a JBG SMITH-managed debt financing vehicle. In April, the Washington Housing Conservancy announced its formation, and the Impact Pool has received significant investor interest. As a reminder, the Impact Pool has a targeted size of $150 million, of which we expect to contribute between $10 and $15 million. The first closing on the Impact Pool is expected within days, which should enable the initiative to begin making investments in late 2019.

We are proactive about succession planning and the cultivation of talent. As a reflection of that effort we are excited to announce that Elizabeth Morrison assumed leadership of our Debt Capital Markets team and is responsible for sourcing and managing all aspects of our debt portfolio. Elizabeth is a Senior Vice President and has been part of our team since 2014.
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As always, thank you for taking the time to read this letter and to better understand JBG SMITH. As significant shareholders, we are excited about the long-term value creation opportunities ahead of us, particularly in National Landing, and we will continue to work hard to maintain your trust and confidence as we execute our growth plans.

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W. Matthew Kelly
Chief Executive Officer

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Investor Day Highlights
Last month, we hosted our first of two investor days for 2019 and posted the related presentation on our website, which can be found at http://investors.jbgsmith.com/presentations.

In our investor day presentation, we detailed our strategy and our 2018 accomplishments, including the pursuit and win of Amazon’s new headquarters, our capital recycling strategy, the improved profile of our commercial operating portfolio, the accelerated monetization of our Under Construction assets and Future Development Pipeline, and our ESG efforts throughout the organization. Our presentation also describes our growth and capitalization plans through 2024, including an updated estimated NOI bridge and the potential NAV impact of Amazon’s arrival on our holdings in National Landing.

Estimated NOI Bridge
There are three main drivers of change in our updated estimated NOI bridge since it was last published - 1) improved portfolio composition from our capital recycling efforts and the delivery of four Under Construction assets; 2) the defensive leasing strategy we have pursued over the past two years in our commercial operating portfolio; and 3) the impact we expect from Amazon’s presence in National Landing given the significant concentration of our holdings around its new headquarters. We estimated our annualized NOI through the fourth quarter of 2024, which matches the estimated stabilization period of 1900 Crystal Drive. As detailed in our estimated NOI bridge, after adjusting for assets already sold, our fourth quarter 2018 annualized NOI was $320 million. We expect this to grow to $550 million by the fourth quarter of 2024, which is an implied 9.4% NOI CAGR over this period. We expect our estimated NOI growth to be back-end weighted and to come from the following three sources:

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$116 million of expected NOI growth from our operating portfolio, which represents a 5.3% NOI CAGR. As a reminder, we expect our NOI to decline during 2019, due to free rent associated with our defensive blend-and-extend leasing activity. We expect this to be a temporary NOI decline that will reverse in 2020 as concessions burn off. The $116 million of growth comprises the following:
$83 million (72%) from anticipated 3% base rental revenue growth across both the commercial and multifamily portfolios. This assumes a negative 3% weighted average mark-to-market on office rents for renewals and second-generation leases versus the negative 5% we previously assumed.
$33 million (28%) from the expected lease-lease-up
up of our operating portfolio. While our lease-up assumptions for the multifamily portfolio remain unchanged at 95% occupancy, our target lease-up assumption for the commercial portfolio has increased to 93% versus the 91.5% we previously assumed.
The primary driver behind these increases is anticipated Amazon-related demand in National Landing.
80% of our operating portfolio NOI growth is commercial, 20% is multifamily, and approximately 53% is from our assets in National Landing.


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2)
$99 million of expected NOI growth from the delivery and stabilization of our nine Under Construction assets and 1900 Crystal Drive, expected to commence construction in 2020. As of the fourth quarter of 2018, we plan to invest over $880 million in these 10 assets over the next four years. Assuming 1900 Crystal Drive is a multifamily project, the expected NOI from these 10 assets is 63% multifamily and 37% commercial, of which approximately 82.1% is pre-leased.

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$15 million of expected NOI growth from the exchange of proceeds from the Amazon land sale into stabilized multifamily assets. We have executed two Purchase and Sale Agreements with Amazon to purchase the Pen Place and Mets 6, 7, and 8 land for $294 million, subject to customary closing conditions. We have identified an exchange candidate for the proceeds from the expected sale of the Mets sites - a stabilized DC multifamily asset which is expected to close later this year. We anticipate closing on the sale of the Mets sites later this year and Pen Place by the second quarter of 2020.

It is important to note that our estimated annualized fourth quarter 2024 NOI does not account for any additional value we may create from monetizing the remaining 13.9 million square feet in our Future Development Pipeline, aside from the land held for sale to Amazon and 1900 Crystal Drive. It also does not take into consideration our $400 million capital recycling goal for 2019 or any additional asset sales. It is also important to note that there are numerous assumptions built into our estimated NOI bridge, which may or may not prove to be accurate, and we urge you to review the more detailed presentation of the assumptions, as well as cautionary disclosures about forward-looking statements, included in the investor presentation on our website.

NAV Impact from Amazon in National Landing
As outlined in our investor day presentation, we anticipate the potential NAV impact Amazon could have on our holdings in National Landing to range from $5.25 to $8.25 per share. This NAV impact is anticipated to come from two main drivers. First, we expect our operating portfolio NAV to increase by approximately $2.50 to $3.75 as a result of cap rate compression from Amazon-related demand in National Landing. Our expected cap rates are based on comparisons of assets located in Washington, DC, Seattle, and recent transactions in National Landing. As the data in our investor presentation demonstrates, assets in Washington, DC and Seattle have traded at lower cap rates than those in Northern Virginia, especially office assets, driven by greater depth of investor demand and higher expectations for growth. Recent transactions in National Landing have attracted deep buyer pools, underwriting higher growth, resulting in meaningful cap rate compression. For more detail on recent transactions see our Washington, DC Market Update on page 3 of this letter.

Second, we estimate increases in the per square foot land values and developable density of our Future Development Pipeline will contribute between $2.75 to $4.50 per share. Land comparisons for National Landing assets are harder to come by, as the only recent trades are our pending land sales to Amazon at $72 per square foot, which we believe is more reflective of pre-Amazon land values. Land values vary widely because locations with good views and proximity to the Metro command significant premiums to inferior locations. We have estimated

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a range of $70 to $100 per square foot, which could be conservative for the best sites. In addition to the per square foot increase in land value, we have also increased the square footage of our expected development potential for certain development sites. We only include the “in the money” density in our Future Development Pipeline, and we are realistic about the density we believe market demand will support, which is often less than what the maximum zoning density will allow. That said, with Amazon as a new demand driver, we have increased the planned density of certain sites in our development pipeline by an aggregate 2.1 million square feet.

Amazon’s arrival has not only increased the value of our assets in National Landing but may also drive increases in the value of assets in other nearby submarkets, especially those within a short commute of Amazon’s new headquarters. In addition to the 55% of JBG SMITH that sits within National Landing roughly 25% of our total assets sit within a 20-minute commute of the submarket. While we believe that many of these locations will realize value appreciation from their relative proximity to Amazon’s new headquarters, especially multifamily assets, we have not included any of that potential value increase in the potential NAV impact.

National Landing Milestones

The estimated development and delivery timeline for assets in National Landing, including the 4.1 million square feet of office assets we are developing for Amazon, our Under Construction and Future Development assets, and the third-party infrastructure investments is summarized below:



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FOR IMMEDIATE RELEASE            logovwhitebluergba01.jpg
CONTACT
Jaime Marcus
SVP, Investor Relations
(240) 333-3643
jmarcus@jbgsmith.com
JBG SMITH ANNOUNCES FIRST QUARTER 2019 RESULTS

Chevy Chase, MD (May 7, 2019) - JBG SMITH (NYSE: JBGS), a leading owner and developer of high-quality, mixed-use properties in the Washington, DC market, today filed its Form 10-Q for the quarter ended March 31, 2019 and reported its financial results.
Additional information regarding our results of operations, properties and tenants can be found in our First Quarter 2019 Investor Package, which is posted in the Investor Relations section of our website at www.jbgsmith.com.
First Quarter 2019 Financial Results
Net income attributable to common shareholders was $24.9 million, or $0.20 per diluted share.
Funds From Operations (“FFO”) attributable to common shareholders was $35.1 million, or $0.28 per diluted share.
Core Funds From Operations (“Core FFO”) attributable to common shareholders was $44.2 million, or $0.36 per diluted share.

Operating Portfolio Highlights
Annualized Net Operating Income (“NOI”) for the three months ended March 31, 2019 was $321.6 million, compared to $341.8 million for the three months ended December 31, 2018, at our share. The decrease in NOI is primarily attributable to lost income from disposed assets and increased rental abatements.
The operating commercial portfolio was 90.2% leased and 85.6% occupied as of March 31, 2019, compared to 89.6% and 85.5% as of December 31, 2018, at our share.
The operating multifamily portfolio was 97.0% leased and 94.8% occupied as of March 31, 2019, compared to 95.7% and 93.9% as of December 31, 2018, at our share.
Executed approximately 785,000 square feet of office leases at our share in the first quarter, comprising approximately 555,000 square feet of new leases, and approximately 230,000 square feet of second generation leases, which generated a 3.9% rental rate decrease on a GAAP basis and a 6.8% rental rate decrease on a cash basis. The new leases primarily resulted from Amazon.com, Inc. ("Amazon") executing three initial leases during the quarter totaling 537,000 square feet at three of our existing office buildings in National Landing. The leases encompass approximately 88,000 square feet at 241 18th Street South, approximately 191,000 square feet at 1800 South Bell Street, and approximately 258,000 square feet at 1770 Crystal Drive. We expect Amazon to begin moving into 241 18th Street South and 1800 South Bell in 2019 and 1770 Crystal Drive by the end of 2020. Also, in April 2019, we executed an agreement with Amazon to lease an additional approximately 48,000 square feet of office space at 2345 Crystal Drive in National Landing in conjunction with the creation of Amazon's additional headquarters.
Same Store Net Operating Income (“SSNOI”) decreased 10.1% to $73.6 million for the three months ended March 31, 2019, compared to $81.9 million for the three months ended March 31, 2018. The decrease in SSNOI for the three months ended March 31, 2019 is largely attributable to rental abatements and lower base

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rent. The reported same store pool as of March 31, 2019 includes only the assets that were in service for the entirety of both periods being compared.
 
Development Portfolio Highlights
Under Construction
During the quarter ended March 31, 2019, there were nine assets under construction (five commercial assets and four multifamily assets), consisting of 926,530 square feet and 1,298 units, both at our share.

Near-Term Development
As of March 31, 2019, there were no assets in near-term development.

Future Development Pipeline
As of March 31, 2019, there were 40 future development assets consisting of 18.7 million square feet of estimated potential density at our share, including the 4.1 million square feet held for sale to Amazon.

Third-Party Asset Management and Real Estate Services Business
For the three months ended March 31, 2019, revenue from third-party real estate services, including reimbursements, was $27.7 million. Excluding reimbursements and service revenue from our interests in consolidated and unconsolidated real estate ventures, revenue from our third-party asset management and real estate services business was $13.8 million, of which $5.1 million came from property management fees, $3.4 million came from asset management fees, $2.2 million came from leasing fees, $1.6 million came from development fees, $0.6 million came from construction management fees and $0.8 million came from other service revenue.
The general and administrative expenses allocated to the third-party asset management and real estate services business were $12.5 million for the three months ended March 31, 2019.

Balance Sheet
We had $2.1 billion of debt ($2.4 billion including our share of debt of unconsolidated real estate ventures) as of March 31, 2019. Of the $2.4 billion of debt at our share, approximately 68% was fixed-rate, and rate caps were in place for approximately 2%.
The weighted average interest rate of our debt at share was 4.28% as of March 31, 2019.
At March 31, 2019, our total enterprise value was approximately $7.7 billion, comprising 137.8 million common shares and units valued at $5.7 billion and debt (net of premium / (discount) and deferred financing costs) at our share of $2.4 billion, less cash and cash equivalents at our share of $405.6 million.
As of March 31, 2019, we had $395.6 million of cash and cash equivalents on a GAAP basis and $405.6 million of cash and cash equivalents at our share, and $1.1 billion of capacity under our credit facility.
Net Debt to Annualized Adjusted EBITDA at our share for the three months ended March 31, 2019 was 7.1x and our Net Debt / Total Enterprise Value was 26.3% as of March 31, 2019. Pro forma Net Debt to Annualized Adjusted EBITDA at our share would have been 5.4x for the three months ended March 31, 2019, including the $472.3 million of net proceeds from the underwritten public offering completed in April 2019.

Financing and Investing Activities
Sold Commerce Executive/Commerce Metro Land, an operating commercial/future development asset located in Reston, Virginia, for $115.0 million. The sale also included approximately 894,000 square feet of estimated potential development density.
Executed purchase and sale agreements with Amazon for two of our National Landing Future Development assets, Pen Place and Mets 6, 7 and 8, which will serve as the initial phase of new construction associated with Amazon's additional headquarters. Subject to customary closing conditions, Amazon is expected to pay $293.9

2



million for the sites, or $72.00 per square foot based on their combined estimated potential development density of up to approximately 4.1 million square feet. We expect to close on the Mets land sale as early as 2019 and on Pen Place as early as 2020.
Executed a contract to purchase a stabilized multifamily asset located in Washington, DC, which we intend to use as a replacement property in a 1031 like-kind exchange for the expected proceeds from the sale of the Mets 6, 7 and 8 land parcels to Amazon.
Redeemed 1.7 million common limited partnership units ("OP Units") for an equivalent number of our common shares.

Subsequent to March 31, 2019:

Closed an underwritten public offering of 11.5 million common shares (including 1.5 million common shares related to the exercise of the underwriters' option to cover overallotments) at $42.00 per share, which generated net proceeds, after deducting the underwriting discounts and commissions and other estimated offering expenses, of approximately $472.3 million. We intend to use the net proceeds to fund development opportunities and for general corporate purposes.
Repaid mortgage debt totaling approximately $293.6 million at The Bartlett and Fort Totten Square.
Dividends
In May 2019, our Board of Trustees declared a quarterly dividend of $0.225 per common share, payable on May 24, 2019 to shareholders of record on May 13, 2019.
About JBG SMITH
JBG SMITH is an S&P 400 company that owns, operates, invests in and develops a dynamic portfolio of high-quality mixed-use properties in and around Washington, DC. Through an intense focus on placemaking, JBG SMITH cultivates vibrant, amenity-rich, walkable neighborhoods throughout the Capital region, including National Landing where it now serves as the exclusive developer for Amazon’s new headquarters. JBG SMITH’s operating portfolio currently comprises approximately 18 million square feet of high-quality office, multifamily and retail assets, 98% at our share of which are Metro-served. It also maintains a robust future pipeline encompassing approximately 18.7 million square feet of mixed-use development opportunities. For more information on JBG SMITH please visit www.jbgsmith.com. 
Forward Looking Statements
Certain statements contained herein may constitute “forward-looking statements” as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Consequently, the future results of JBG SMITH Properties (“JBG SMITH” or the “Company”) may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as “approximate”, "hypothetical", "potential", “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans”, “would”, “may” or similar expressions in this earnings release. We also note the following forward-looking statements: our anticipated dispositions, our indicated annual dividend per share and dividend yield, annualized net operating income; in the case of our construction and near-term development assets, estimated square feet, estimated number of units and in the case of our future development assets, estimated potential development density. Expected key Amazon transaction terms and timeframes for closing, planned infrastructure improvements related to Amazon's additional headquarters; the economic impacts of Amazon's additional headquarters on the DC region and National Landing; our development plans related to Amazon's additional headquarters; the expected accretion to our net asset value ("NAV") as a result of the Amazon transaction and our future NAV growth rate; in the case of our Amazon lease transaction and our new development opportunities in National Landing, the total square feet to be leased to Amazon and the expected net effective rent, estimated square feet, estimated number of units, the estimated construction start and occupancy dates, estimated incremental investment, targeted NOI yield; and in the case of our future development opportunities, estimated potential development density. Many of the

3



factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict. These factors include, among others: adverse economic conditions in the Washington, DC metropolitan area, the timing of and costs associated with development and property improvements, financing commitments, and general competitive factors. For further discussion of factors that could materially affect the outcome of our forward-looking statements and other risks and uncertainties, see “Risk Factors” and the Cautionary Statement Concerning Forward-Looking Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 and other periodic reports the Company files with the Securities and Exchange Commission. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements after the date hereof.
Pro Rata Information
We present certain financial information and metrics in this release “at JBG SMITH Share,” which refers to our ownership percentage of consolidated and unconsolidated assets in real estate ventures (collectively, “real estate ventures”) as applied to these financial measures and metrics. Financial information “at JBG SMITH Share” is calculated on an asset-by-asset basis by applying our percentage economic interest to each applicable line item of that asset’s financial information. “At JBG SMITH Share” information, which we also refer to as being “at share,” “our pro rata share” or “our share,” is not, and is not intended to be, a presentation in accordance with GAAP. Given that a substantial portion of our assets are held through real estate ventures, we believe this form of presentation, which presents our economic interests in the partially owned entities, provides investors valuable information regarding a significant component of our portfolio, its composition, performance and capitalization.
We do not control the unconsolidated real estate ventures and do not have a legal claim to our co-venturers’ share of assets, liabilities, revenue and expenses. The operating agreements of the unconsolidated real estate ventures generally allow each co-venturer to receive cash distributions to the extent there is available cash from operations. The amount of cash each investor receives is based upon specific provisions of each operating agreement and varies depending on certain factors including the amount of capital contributed by each investor and whether any investors are entitled to preferential distributions.
With respect to any such third-party arrangement, we would not be in a position to exercise sole decision-making authority regarding the property, real estate venture or other entity, and may, under certain circumstances, be exposed to economic risks not present were a third-party not involved. We and our respective co-venturers may each have the right to trigger a buy-sell or forced sale arrangement, which could cause us to sell our interest, or acquire our co-venturers’ interests, or to sell the underlying asset, either on unfavorable terms or at a time when we otherwise would not have initiated such a transaction. Our real estate ventures may be subject to debt, and the repayment or refinancing of such debt may require equity capital calls. To the extent our co-venturers do not meet their obligations to us or our real estate ventures or they act inconsistent with the interests of the real estate venture, we may be adversely affected. Because of these limitations, the non-GAAP “at JBG SMITH Share” financial information should not be considered in isolation or as a substitute for our financial statements as reported under GAAP.
Non-GAAP Financial Measures
This release includes non-GAAP financial measures. For these measures, we have provided an explanation of how these non-GAAP measures are calculated and why JBG SMITH’s management believes that the presentation of these measures provides useful information to investors regarding JBG SMITH’s financial condition and results of operations. Reconciliations of certain non-GAAP measures to the most directly comparable GAAP financial measure are included in this earnings release. Our presentation of non-GAAP financial measures may not be comparable to similar non-GAAP measures used by other companies. In addition to "at share" financial information, the following non-GAAP measures are included in this release:

4



Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"), EBITDA for Real Estate ("EBITDAre") and Adjusted EBITDA
Management uses EBITDA and EBITDAre, non-GAAP financial measures, as supplemental operating performance measures and believes they help investors and lenders meaningfully evaluate and compare our operating performance from period-to-period by removing from our operating results the impact of our capital structure (primarily interest charges from our consolidated outstanding debt and the impact of our interest rate swaps) and certain non-cash expenses (primarily depreciation and amortization on our assets). EBITDAre is computed in accordance with the definition established by the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines EBITDAre as GAAP net income (loss) adjusted to exclude interest expense, income taxes, depreciation and amortization expenses, gains on sales of real estate and impairment losses of real estate, including our share of such adjustments of unconsolidated real estate ventures. These supplemental measures may help investors and lenders understand our ability to incur and service debt and to make capital expenditures. EBITDA and EBITDAre are not substitutes for net income (loss) (computed in accordance with GAAP) and may not be comparable to similarly titled measures used by other companies.
“Adjusted EBITDA,” a non-GAAP financial measure, represents EBITDAre adjusted for items we believe are not representative of ongoing operating results, such as transaction and other costs, gain (loss) on the extinguishment of debt, distributions in excess of our investment in consolidated real estate ventures, gain on the bargain purchase of a business, lease liability adjustments and share-based compensation expense related to the Formation Transaction and special equity awards. We believe that adjusting such items not considered part of our comparable operations, provides a meaningful measure to evaluate and compare our performance from period-to-period.
Because EBITDA, EBITDAre and Adjusted EBITDA have limitations as analytical tools, we use EBITDA, EBITDAre and Adjusted EBITDA to supplement GAAP financial measures. Additionally, we believe that users of these measures should consider EBITDA, EBITDAre and Adjusted EBITDA in conjunction with net income (loss) and other GAAP measures in understanding our operating results.
Funds from Operations ("FFO"), Core FFO and Funds Available for Distribution (“FAD")
FFO is a non-GAAP financial measure computed in accordance with the definition established by NAREIT in the NAREIT FFO White Paper - 2018 Restatement issued in 2018. NAREIT defines FFO as “net income (computed in accordance with GAAP), excluding depreciation and amortization related to real estate, gains and losses from the sale of certain real estate assets, gains and losses from change in control and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity."
"Core FFO" represents FFO adjusted to exclude items (net of tax) which we believe are not representative of ongoing operating results, such as transaction and other costs, gains (or losses) on extinguishment of debt, gain on the bargain purchase of a business, distributions in excess of our investment in consolidated real estate ventures, share-based compensation expense related to the Formation Transaction and special equity awards, lease liability adjustments, amortization of the management contracts intangible and the mark-to-market of derivative instruments.
"FAD" is a non-GAAP financial measure and represents FFO less recurring tenant improvements, leasing commissions and other capital expenditures, net deferred rent activity, third-party lease liability assumption payments, recurring share-based compensation expense, accretion of acquired below-market leases, net of amortization of acquired above-market leases, amortization of debt issuance costs and other non-cash income and charges. FAD is presented solely as a supplemental disclosure that management believes provides useful information as it relates to our ability to fund dividends.
We believe FFO, Core FFO and FAD are meaningful non‑GAAP financial measures useful in comparing our levered operating performance from period-to-period and as compared to similar real estate companies because these non‑GAAP measures exclude real estate depreciation and amortization expense and other non-comparable income and expenses, which implicitly assumes that the value of real estate diminishes predictably over time rather than fluctuating based on market conditions. FFO, Core FFO and FAD do not represent cash generated from operating activities and are not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income (loss) (computed in accordance with GAAP) as a performance measure or cash flow as a liquidity measure. FFO, Core FFO and FAD may not be comparable to similarly titled measures used by other companies.

5



Net Operating Income ("NOI") and Annualized NOI
“NOI” is a non-GAAP financial measure management uses to measure the operating performance of our assets and consists of property-related revenue (which includes base rent, tenant reimbursements and other operating revenue, net of free rent and payments associated with assumed lease liabilities) less operating expenses and ground rent, if applicable. NOI also excludes deferred rent, related party management fees, interest expense, and certain other non-cash adjustments, including the accretion of acquired below-market leases and amortization of acquired above-market leases and below-market ground lease intangibles. Annualized NOI, for all assets except Crystal City Marriott, represents NOI for the three months ended March 31, 2019 multiplied by four. Due to seasonality in the hospitality business, annualized NOI for Crystal City Marriott represents the trailing twelve-month NOI as of March 31, 2019. Management believes Annualized NOI provides useful information in understanding JBG SMITH’s financial performance over a 12-month period, however, investors and other users are cautioned against attributing undue certainty to our calculation of Annualized NOI. Actual NOI for any 12-month period will depend on a number of factors beyond our ability to control or predict, including general capital markets and economic conditions, any bankruptcy, insolvency, default or other failure to pay rent by one or more of our tenants and the destruction of one or more of our assets due to terrorist attack, natural disaster or other casualty, among others. We do not undertake any obligation to update our calculation to reflect events or circumstances occurring after the date of this earnings release. There can be no assurance that the annualized NOI shown will reflect JBG SMITH’s actual results of operations over any 12-month period.
Management uses each of these measures as supplemental performance measures for its assets and believes they provide useful information to investors because they reflect only those revenue and expense items that are incurred at the asset level, excluding non-cash items. In addition, NOI is considered by many in the real estate industry to be a useful starting point for determining the value of a real estate asset or group of assets.
However, because NOI excludes depreciation and amortization and captures neither the changes in the value of our assets that result from use or market conditions, nor the level of capital expenditures and capitalized leasing commissions necessary to maintain the operating performance of our assets, all of which have real economic effect and could materially impact the financial performance of our assets, the utility of this measure of the operating performance of our assets is limited. Moreover, our method of calculating NOI may differ from other real estate companies and, accordingly, may not be comparable. NOI should be considered only as a supplement to net operating income (loss) (computed in accordance with GAAP) as a measure of the operating performance of our assets.

Same Store and Non-Same Store
“Same store” refers to the pool of assets that were in service for the entirety of both periods being compared, except for assets for which significant redevelopment, renovation, or repositioning occurred during either of the periods being compared.
“Non-same store” refers to all operating assets excluded from the same store pool.

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

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



6



CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
in thousands
March 31, 2019
 
December 31, 2018
 
 
 
 
ASSETS
 
Real estate, at cost:
 
 
 
Land and improvements
$
1,227,255

 
$
1,371,874

Buildings and improvements
3,717,906

 
3,722,930

Construction in progress, including land
751,730

 
697,930

 
5,696,891

 
5,792,734

Less accumulated depreciation
(1,075,309
)
 
(1,051,875
)
Real estate, net
4,621,582

 
4,740,859

Cash and cash equivalents
395,584

 
260,553

Restricted cash
17,877

 
138,979

Tenant and other receivables, net
49,979

 
46,568

Deferred rent receivable, net
152,323

 
143,473

Investments in and advances to unconsolidated real estate ventures
321,366

 
322,878

Other assets, net
297,525

 
264,994

Assets held for sale
168,458

 
78,981

TOTAL ASSETS
$
6,024,694

 
$
5,997,285

 
 
 
 
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
 
 
 
Liabilities:
 
 
 
Mortgages payable, net
$
1,835,842

 
$
1,838,381

Unsecured term loans, net
297,277

 
297,129

Accounts payable and accrued expenses
134,776

 
130,960

Other liabilities, net
174,434

 
181,606

Liabilities related to assets held for sale
486

 
3,717

Total liabilities
2,442,815

 
2,451,793

Commitments and contingencies

 

Redeemable noncontrolling interests
584,763

 
558,140

Total equity
2,997,116

 
2,987,352

TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
$
6,024,694

 
$
5,997,285

_______________

Note: For complete financial statements, please refer to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.


7



CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
in thousands, except per share data
Three Months Ended March 31,
 
2019
 
2018
REVENUE
 
 
 
Property rentals
$
119,413

 
$
131,228

Third-party real estate services, including reimbursements
27,691

 
24,330

Other income
8,095

 
7,479

Total revenue
155,199

 
163,037

EXPENSES
 
 
 
Depreciation and amortization
48,719

 
49,160

Property operating
32,174

 
35,158

Real estate taxes
17,235

 
19,610

General and administrative:
 
 
 
Corporate and other
12,314

 
8,414

Third-party real estate services
28,066

 
22,609

Share-based compensation related to Formation Transaction and
special equity awards
11,131

 
9,428

Transaction and other costs
4,895

 
4,221

Total expenses
154,534

 
148,600

OTHER INCOME (EXPENSE)

 

Income (loss) from unconsolidated real estate ventures, net
3,601

 
(1,902
)
Interest and other income, net
951

 
573

Interest expense
(17,174
)
 
(19,257
)
Gain on sale of real estate
39,033

 
455

Total other income (expense)
26,411

 
(20,131
)
INCOME (LOSS) BEFORE INCOME TAX BENEFIT (EXPENSE)
27,076

 
(5,694
)
Income tax benefit
1,172

 
908

NET INCOME (LOSS)
28,248

 
(4,786
)
Net (income) loss attributable to redeemable noncontrolling interests
(3,387
)
 
594

Net loss attributable to noncontrolling interests

 
2

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS
$
24,861

 
$
(4,190
)
EARNINGS (LOSS) PER COMMON SHARE:
 
 
 
Basic
$
0.20

 
$
(0.04
)
Diluted
$
0.20

 
$
(0.04
)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING :
 
 
 
Basic
122,573

 
117,955

Diluted
123,423

 
117,955

___________________
Note: For complete financial statements, please refer to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.



8



EBITDA, EBITDAre AND ADJUSTED EBITDA (NON-GAAP)
(Unaudited)
dollars in thousands
 
Three Months Ended March 31,
 
 
2019
 
2018
 
 
 
 
 
EBITDA, EBITDAre and Adjusted EBITDA
 
 
 
 
Net income (loss)
 
$
28,248

 
$
(4,786
)
Depreciation and amortization expense
 
48,719

 
49,160

Interest expense (1)
 
17,174

 
19,257

Income tax benefit
 
(1,172
)
 
(908
)
Unconsolidated real estate ventures allocated share of above adjustments
 
7,806

 
10,175

Allocated share of above adjustments to noncontrolling interests in consolidated real estate ventures
 
(1
)
 

EBITDA (2)
 
$
100,774

 
$
72,898

Gain on sale of real estate
 
(39,033
)
 
(455
)
EBITDAre (2)
 
$
61,741

 
$
72,443

Transaction and other costs (3)
 
4,895

 
4,221

Share-based compensation related to Formation Transaction and special equity awards
 
11,131

 
9,428

Net distributions in excess of our investment in unconsolidated real estate venture (4)
 
(6,441
)
 

Unconsolidated real estate ventures allocated share of above adjustments
 

 
30

Adjusted EBITDA (2)
 
$
71,326

 
$
86,122

 
 
 
 
 
Net Debt to Annualized Adjusted EBITDA (5)
 
7.1x

 
6.9x

 
 
 
 
 
 
 
March 31, 2019
 
March 31, 2018
Net Debt (at JBG SMITH Share)
 
 
 
 
Consolidated indebtedness (6)
 
$
2,128,803

 
$
2,185,461

Unconsolidated indebtedness (6)
 
303,397

 
419,476

Total consolidated and unconsolidated indebtedness
2,432,200

 
2,604,937

Less: cash and cash equivalents
 
405,646

 
238,519

Net Debt (at JBG SMITH Share)
 
$
2,026,554

 
$
2,366,418

 
 
$
(0.41
)
 
 

____________________
Note: EBITDAre for the three months ended March 31, 2018 was restated in compliance with the definition established by NAREIT in the NAREIT FFO White Paper - 2018 Restatement issued in 2018.

(1)
Interest expense includes the amortization of deferred financing costs and the ineffective portion of any interest rate swaps or caps, net of capitalized interest.
(2)
Due to our adoption of the new accounting standard for leases, beginning in 2019, we no longer capitalize internal leasing costs and expense these costs as incurred (such costs were $1.3 million for the three months ended March 31, 2018).
(3)
Includes fees and expenses incurred in connection with the Formation Transaction (including transition services provided by our former parent, integration costs and severance costs), demolition costs and costs related to other completed, potential and pursued transactions.
(4)
As of June 30, 2018, we suspended the equity method of accounting for our investment in the real estate venture that owns 1101 17th Street as our investment had been reduced to zero and we did not have an obligation to provide further financial support to the venture. All subsequent net distributions from the venture have been recognized as income, which will continue until our share of unrecorded earnings and contributions exceed the cumulative excess distributions previously recognized.
(5)
Pro forma Net Debt to Annualized Adjusted EBITDA would have been 5.4x for the three months ended March 31, 2019, including the $472.3 million of net proceeds from the underwritten public offering completed in April 2019.
(6)
Net of premium/discount and deferred financing costs.




9



FFO, CORE FFO AND FAD (NON-GAAP)
(Unaudited)
in thousands, except per share data
Three Months Ended March 31,
 
2019
 
2018
 
 
 
 
FFO and Core FFO
 
 
 
Net income (loss) attributable to common shareholders
$
24,861

 
$
(4,190
)
Net income (loss) attributable to redeemable noncontrolling interests
3,387

 
(594
)
Net loss attributable to noncontrolling interests

 
(2
)
Net income (loss)
28,248

 
(4,786
)
Gain on sale of real estate
(39,033
)
 
(455
)
Real estate depreciation and amortization
46,035

 
46,639

Pro rata share of real estate depreciation and amortization from unconsolidated real estate ventures
4,653

 
6,436

Net (income) loss attributable to noncontrolling interests in consolidated real estate ventures
(1
)
 
2

FFO Attributable to Operating Partnership Common Units (1)
$
39,902

 
$
47,836

FFO attributable to redeemable noncontrolling interests
(4,783
)
 
(7,127
)
FFO attributable to common shareholders (1)
$
35,119

 
$
40,709

 
 
 
 
FFO attributable to the operating partnership common units
$
39,902

 
$
47,836

Transaction and other costs, net of tax (2)
4,626

 
4,136

Mark-to-market on derivative instruments
(476
)
 
(1,119
)
Share of gain from mark-to-market on derivative instruments held by unconsolidated real estate ventures
227

 
(342
)
Net distributions in excess of our investment in unconsolidated real estate venture (3)
(6,441
)
 

Share-based compensation related to Formation Transaction and special equity awards
11,131

 
9,428

Amortization of management contracts intangible, net of tax
1,287

 
1,286

Core FFO Attributable to Operating Partnership Common Units (1)
$
50,256

 
$
61,225

Core FFO attributable to redeemable noncontrolling interests
(6,024
)
 
(9,037
)
Core FFO attributable to common shareholders (1)
$
44,232

 
$
52,188

FFO per diluted common share
$
0.28

 
$
0.35

Core FFO per diluted common share
$
0.36

 
$
0.44

Weighted average diluted shares
123,423

 
117,955

 
 
 
 



See footnotes on page 11.

10



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

in thousands, except per share data
Three Months Ended March 31,
 
2019
 
2018
 
 
 
 
FAD
 
 
 
Core FFO attributable to the operating partnership common units
$
50,256

 
$
61,225

Recurring capital expenditures and second generation tenant improvements and leasing commissions
(22,297
)
 
(6,097
)
Straight-line and other rent adjustments (4)
(6,808
)
 
(1,075
)
Share of straight-line rent from unconsolidated real estate ventures
(135
)
 
159

Third-party lease liability assumption payments
(1,136
)
 
(472
)
Share of third party lease liability assumption payments for unconsolidated real estate ventures

 
(50
)
Share-based compensation expense
5,330

 
4,276

Amortization of debt issuance costs
970

 
1,164

Share of amortization of debt issuance costs from unconsolidated real estate ventures
48

 
69

Non-real estate depreciation and amortization
912

 
749

FAD available to the Operating Partnership Common Units (A) (5)
$
27,140

 
$
59,948

Distributions to common shareholders and unitholders (6) (B)
$
31,284

 
$
31,423

FAD Payout Ratio (B÷A) (7)
115.3
%
 
52.4
%
Capital Expenditures
 
 
 
Maintenance and recurring capital expenditures
$
5,495

 
$
2,683

Share of maintenance and recurring capital expenditures from unconsolidated real estate ventures
88

 
1,149

Second generation tenant improvements and leasing commissions
16,155

 
1,893

Share of second generation tenant improvements and leasing commissions from unconsolidated real estate ventures
559

 
372

Recurring capital expenditures and second generation tenant improvements and leasing commissions
22,297

 
6,097

First generation tenant improvements and leasing commissions
6,197

 
4,185

Share of first generation tenant improvements and leasing commissions from unconsolidated real estate ventures
233

 
995

Non-recurring capital expenditures
6,722

 
3,366

Share of non-recurring capital expenditures from unconsolidated joint ventures

 
620

Non-recurring capital expenditures
13,152

 
9,166

Total JBG SMITH Share of Capital Expenditures
$
35,449

 
$
15,263


_______________

Note: FFO attributable to operating partnership common units and FFO attributable to common shareholders for the three months ended March 31, 2018 were restated in compliance with the definition established by NAREIT in the NAREIT FFO White Paper - 2018 Restatement issued in 2018.
(1)
Due to our adoption of the new accounting standard for leases, beginning in 2019, we no longer capitalize internal leasing costs and expense these costs as incurred (such costs were $1.3 million for the three months ended March 31, 2018).
(2)
Includes fees and expenses incurred in connection with the Formation Transaction (including transition services provided by our former parent, integration costs, and severance costs), demolition costs and costs related to other completed, potential and pursued transactions.
(3)
As of June 30, 2018, we suspended the equity method of accounting for our investment in the real estate venture that owns 1101 17th Street as our investment had been reduced to zero and we did not have an obligation to provide further financial support to the venture. All subsequent net distributions from the venture have been recognized as income, which will continue until our share of unrecorded earnings and contributions exceed the cumulative excess distributions previously recognized.
(4)
Includes straight-line rent, above/below market lease amortization and lease incentive amortization.
(5)
The decline in FAD available to the Operating Partnership Common Units was attributable to a significant increase in second generation tenant improvements and leasing commissions from the early renewal of several leases during the quarter.
(6)
The distribution for the three months ended March 31, 2019 excludes a special dividend of $0.10 per common share that was paid in January 2019.
(7)
The FAD payout ratio on a quarterly basis is not necessarily indicative of an amount for the full year due to fluctuation in timing of capital expenditures, the commencement of new leases and the seasonality of our operations.


11



NOI RECONCILIATIONS (NON-GAAP)
(Unaudited)

dollars in thousands
Three Months Ended March 31,
 
2019
 
2018
 
 
Net income (loss) attributable to common shareholders
$
24,861

 
$
(4,190
)
Add:
 
 
 
Depreciation and amortization expense
48,719

 
49,160

General and administrative expense:
 
 
 
Corporate and other
12,314

 
8,414

Third-party real estate services
28,066

 
22,609

Share-based compensation related to Formation Transaction and
special equity awards
11,131

 
9,428

Transaction and other costs
4,895

 
4,221

Interest expense
17,174

 
19,257

Income tax benefit
(1,172
)
 
(908
)
Net income (loss) attributable to redeemable noncontrolling interests
3,387

 
(594
)
Less:
 
 
 
Third-party real estate services, including reimbursements
27,691

 
24,330

Other income (excluding parking income of $6,455 and $6,363 in 2019 and 2018)
1,640

 
1,116

Income (loss) from unconsolidated real estate ventures, net
3,601

 
(1,902
)
Interest and other income, net
951

 
573

Gain on sale of real estate
39,033

 
455

Net loss attributable to noncontrolling interests

 
2

Consolidated NOI
76,459

 
82,823

Proportionate NOI attributable to unconsolidated real estate ventures
5,386

 
9,207

Non-cash rent adjustments (1)
(6,808
)
 
(1,096
)
Other adjustments (2)
3,353

 
4,252

Total adjustments
1,931

 
12,363

NOI
$
78,390

 
$
95,186

Less: out-of-service NOI loss (3)
(1,271
)
 
(834
)
Operating portfolio NOI
$
79,661

 
$
96,020

Non-same store NOI (4)
6,088

 
14,147

Same store NOI (5)
$
73,573

 
$
81,873

 
 
 
 
Growth in same store NOI
(10.1
)%
 
 
Number of properties in same store pool
56

 
 

___________________

(1)
Adjustment to exclude straight-line rent, above/below market lease amortization and lease incentive amortization.
(2)
Adjustment to include other income and payments associated with assumed lease liabilities related to operating properties and to exclude commercial lease termination revenue.
(3)
Includes the results for our Under Construction assets and Future Development Pipeline.
(4)
Includes the results for properties that were not owned, operated and in service for the entirety of both periods being compared and properties for which significant redevelopment, renovation or repositioning occurred during either of the periods being compared. The decrease in non-same store NOI is primarily attributable to lost income from disposed assets.
(5)
Includes the results of the properties that are owned, operated and in service for the entirety of both periods being compared except for properties for which significant redevelopment, renovation or repositioning occurred during either of the periods being compared.




12



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TABLE OF CONTENTS
MARCH 31, 2019


 
Page
Overview
 
Disclosures
3-4
Company Profile
5-6
Financial Highlights
Financial Highlights - Trends
8-9
Portfolio Overview
Financial Information
 
Condensed Consolidated Balance Sheets
Condensed Consolidated Statements of Operations
Unconsolidated Real Estate Ventures - Balance Sheet and Operating Information
Other Tangible Assets and Liabilities, Net
EBITDA, EBITDAre and Adjusted EBITDA (Non-GAAP)
FFO, Core FFO and FAD (Non-GAAP)
16-17
Third-Party Asset Management and Real Estate Services Business (Non-GAAP)
Pro Rata Adjusted General and Administrative Expenses (Non-GAAP)
Operating Assets
Summary & Same Store NOI (Non-GAAP)
Summary NOI (Non-GAAP)
Summary NOI - Commercial (Non-GAAP)
Summary NOI - Multifamily (Non-GAAP)
NOI Reconciliations (Non-GAAP)
Leasing Activity
 
Leasing Activity - Office
Net Effective Rent - Office
Lease Expirations
Signed But Not Yet Commenced Leases
Tenant Concentration
Industry Diversity

Property Data
 
Portfolio Summary
Property Tables:
 
Commercial
33-36
Multifamily
37-39
Under Construction
Future Development
Disposition Activity
Debt
 
Debt Summary
Debt by Instrument
44-45
Real Estate Ventures
 
Consolidated Real Estate Ventures
Unconsolidated Real Estate Ventures
47-48
Definitions
49-52
Appendices - Reconciliations of Non-GAAP Financial Highlights
53-56

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Page 2


DISCLOSURES
MARCH 31, 2019




Forward-Looking Statements
Certain statements contained herein may constitute “forward-looking statements” as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Consequently, the future results of JBG SMITH Properties (“JBG SMITH” or the “Company”) may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as “approximate”, “hypothetical”, “potential”, “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans”, “would”, “may” or similar expressions in this document. We also note the following forward-looking statements: our potential net operating income ("NOI") growth and the assumptions on which such growth is premised, our estimated future leverage (Debt/EBITDA) profile, the potential effect of Amazon.com, Inc. ("Amazon") on job growth, rent growth and cap rates in the Washington, DC metropolitan area and National Landing, in particular, our anticipated dispositions and 1031 exchanges, our indicated annual dividend per share and dividend yield, annualized NOI; adjusted annualized NOI; in the case of our construction assets, estimated square feet, estimated number of units, the estimated completion date, estimated stabilization date, estimated incremental investment, estimated total investment, projected NOI yield, weighted average projected NOI yield, NOI yield or estimated total project cost, estimated total NOI weighted average completion date, weighted average stabilization date and estimated incremental investment, intended type of asset use and potential tenants, and estimated stabilized NOI; and in the case of our future development assets, estimated potential development density, estimated commercial SF/multifamily units to be replaced, estimated remaining acquisition cost, estimated capitalized cost, estimated total investment, expected key Amazon transaction terms, our anticipated role as developer, property manager and retail leasing agent in connection with Amazon’s new headquarters, planned infrastructure and education improvements related to Amazon’s new headquarters; the economic impacts of Amazon’s new headquarters on the DC region and National Landing, our development planned related to Amazon’s new headquarters, the expected accretion to our net asset value ("NAV") as a result of the Amazon transaction and our future net asset value ("NAV") growth rate; in the case of our Amazon lease transactions and our development opportunities in National Landing, the total square feet to be leased to Amazon and the expected net effective rent, estimated square feet, estimated number of units, the estimated construction start and occupancy dates, estimated incremental investment, and targeted NOI yield; and in the case of our future development opportunities, estimated potential development density. Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict. These factors include, among others: adverse economic conditions in the Washington, DC metropolitan area, the timing of and costs associated with development and property improvements, financing commitments, and general competitive factors. For further discussion of factors that could materially affect the outcome of our forward-looking statements and other risks and uncertainties, see “Risk Factors” and the Cautionary Statement Concerning Forward-Looking Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 and other periodic reports the Company files with the Securities and Exchange Commission. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the issuance of this Investor Package.

Organization and Basis of Presentation
JBG SMITH Properties ("JBG SMITH") was organized as a Maryland real estate investment trust ("REIT") on October 27, 2016 for the purpose of receiving, via the spin-off on July 17, 2017 (the "Separation"), substantially all of the assets and liabilities of Vornado Realty Trust's ("Vornado") Washington, D.C. segment. On July 18, 2017, JBG SMITH acquired the management business and certain assets and liabilities of The JBG Companies ("JBG") (the "Combination"). The Separation and the Combination are collectively referred to as the "Formation Transaction."

The information contained in this Investor Package does not purport to disclose all items required by the accounting principles generally accepted in the United States of America (“GAAP”) and is unaudited information, unless otherwise indicated.

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

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Page 3


DISCLOSURES
MARCH 31, 2019




We do not control the unconsolidated real estate ventures and do not have a legal claim to our co-venturers’ share of assets, liabilities, revenue and expenses. The operating agreements of the unconsolidated real estate ventures generally allow each co-venturer to receive cash distributions to the extent there is available cash from operations. The amount of cash each investor receives is based upon specific provisions of each operating agreement and varies depending on certain factors including the amount of capital contributed by each investor and whether any investors are entitled to preferential distributions.
With respect to any such third-party arrangement, we would not be in a position to exercise sole decision-making authority regarding the property, real estate venture or other entity, and may, under certain circumstances, be exposed to economic risks not present were a third-party not involved. We and our respective co-venturers may each have the right to trigger a buy-sell or forced sale arrangement, which could cause us to sell our interest, or acquire our co-venturers’ interests, or to sell the underlying asset, either on unfavorable terms or at a time when we otherwise would not have initiated such a transaction. Our real estate ventures may be subject to debt, and the repayment or refinancing of such debt may require equity capital calls. To the extent our co-venturers do not meet their obligations to us or our real estate ventures or they act inconsistent with the interests of the real estate venture, we may be adversely affected. Because of these limitations, the non-GAAP “at JBG SMITH Share” financial information should not be considered in isolation or as a substitute for our financial statements as reported under GAAP.
Definitions
See pages 49-52 for definitions of terms used in this Investor Package.

Information herein with respect to the proposed transaction with Amazon is based on executed leases and purchase and sale agreements between us and Amazon. Closing under these agreements is subject to customary closing conditions.

Non-GAAP Measures
This Investor Package includes non-GAAP measures. For these measures, we have provided an explanation of how these non-GAAP measures are calculated and why JBG SMITH’s management believes that the presentation of these measures provides useful information to investors regarding JBG SMITH’s financial condition and results of operations. Reconciliations of certain non-GAAP measures to the most directly comparable GAAP financial measure are included in this Investor Package. Our presentation of non-GAAP financial measures may not be comparable to similar non-GAAP measures used by other companies.

In addition to "at share" financial information, the following non-GAAP measures are included in this Investor Package:
Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA")
EBITDA for Real Estate ("EBITDAre")
Adjusted EBITDA
Funds from Operations ("FFO")
Core FFO
Funds Available for Distribution ("FAD")
Net Operating Income ("NOI")
Annualized NOI
Adjusted Annualized NOI
Estimated Stabilized NOI
Projected NOI Yield
Same Store NOI
Adjusted Consolidated and Unconsolidated Indebtedness
Net Debt
Pro Rata Adjusted General and Administrative Expenses


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Page 4


COMPANY PROFILE
MARCH 31, 2019
(Unaudited)




Company Overview

JBG SMITH is an S&P 400 company that owns, operates, invests in and develops assets concentrated in leading urban infill submarkets in and around Washington, DC. We own and operate a portfolio of high-quality commercial and multifamily assets, many of which are amenitized with ancillary retail. Our portfolio reflects our longstanding strategy of owning and operating assets within the Metro-served submarkets in the Washington, DC metropolitan area that have high barriers to entry and key urban amenities, including being within walking distance of a Metro station. Our revenues are derived primarily from leases with commercial and multifamily tenants, including fixed rents and reimbursements from tenants for certain expenses such as real estate taxes, property operating expenses, and repairs and maintenance. In addition to our portfolio, we have a third-party asset management and real estate services business that provides fee-based real estate services to third parties, our real estate ventures and the legacy funds formerly organized by JBG ("JBG Legacy Funds").

Q1 2019 Financial Results

Net income attributable to common shareholders was $24.9 million, or $0.20 per diluted share.
FFO attributable to common shareholders was $35.1 million, or $0.28 per diluted share.
Core FFO attributable to common shareholders was $44.2 million, or $0.36 per diluted share.

Q1 2019 to Q4 2018 Comparison

Below are the key highlights regarding quarter over quarter changes in the JBG SMITH portfolio.

Operating Assets
Annualized NOI for the operating portfolio for the three months ended March 31, 2019 was $321.6 million, compared to $341.8 million for the three months ended December 31, 2018, at our share. The decrease in NOI is primarily attributable to lost income from disposed assets and increased rental abatements.
The operating commercial portfolio was 90.2% leased and 85.6% occupied as of March 31, 2019, compared to 89.6% and 85.5% as of December 31, 2018 at our share.
The operating multifamily portfolio was 97.0% leased and 94.8% occupied as of March 31, 2019, compared to 95.7% and 93.9% as of December 31, 2018 at our share.
Same store NOI decreased 10.1% to $73.6 million for the three months ended March 31, 2019, compared to $81.9 million for the three months ended March 31, 2018. The decrease in same store NOI for the three months ended March 31, 2019 is largely attributable to rental abatements and lower base rent. The reported same store pool as of March 31, 2019 includes only the assets that were in service for the entirety of both periods being compared. See page 51 for the definition of same store.

Under Construction
During the quarter ended March 31, 2019, there were nine assets under construction (five commercial assets and four multifamily assets), consisting of 926,530 square feet and 1,298 units, both at our share.

Near-Term Development
As of March 31, 2019, there were no assets in near-term development.

Future Development
As of March 31, 2019, there were 40 future development assets consisting of 18.7 million square feet of estimated potential density at our share, including the 4.1 million square feet held for sale to Amazon.


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Page 5


COMPANY PROFILE
MARCH 31, 2019
(Unaudited)





Company Overview

Acquisition and Disposition Activity During the Quarter
Sold Commerce Executive/Commerce Metro Land, an operating commercial/future development asset located in Reston, Virginia, for $115.0 million. The sale also included approximately 894,000 square feet of estimated potential development density.
Executed purchase and sale agreements with Amazon for two of our National Landing Future Development assets, Pen Place and Mets 6, 7 and 8, which will serve as the initial phase of new construction associated with Amazon’s additional headquarters. Subject to customary closing conditions, Amazon is expected to pay $293.9 million for the sites, or $72.00 per square foot based on their combined estimated potential development density of up to approximately 4.1 million square feet. We expect to close on the Mets land sale as early as 2019 and on Pen Place as early as 2020.
Executed a contract to purchase a stabilized multifamily asset located in Washington, DC, which we intend to use a replacement property in a 1031 like-kind exchange for the expected proceeds from the sale of the Mets 6, 7 and 8 land parcels to Amazon, which is expected to close later this year.

Equity Offering
In April 2019, we closed an underwritten public offering of 11.5 million common shares (including 1.5 million common shares related to the exercise of the underwriters' option to cover overallotments) at $42.00 per share, which generated net proceeds, after deducting the underwriting discounts and commissions and other estimated offering expenses, of approximately $472.3 million. We intend to use the net proceeds to fund development opportunities and for general corporate purposes.

In April 2019, we repaid the mortgage debt totaling approximately $293.6 million at The Bartlett and Fort Totten Square.
Executive Officers
 
Company Snapshot as of March 31, 2019
 
 
 
 
 
W. Matthew Kelly
Chief Executive Officer and Trustee
 
Exchange/ticker
NYSE: JBGS
David P. Paul
President and Chief Operating Officer
 
Insider ownership (1)
approximately 8%
Stephen W. Theriot
Chief Financial Officer
 
Indicated annual dividend per share
$0.90
Kevin P. Reynolds
Chief Development Officer
 
Dividend yield
2.2%
Steven A. Museles
Chief Legal Officer
 
 
 
M. Moina Banerjee
Executive Vice President, Head of Capital Markets
 
Total Enterprise Value (dollars in billions, except share price)
 
 
 
 
Common share price
$41.35
 
 
 
Common shares and common limited partnership units ("OP Units")
   outstanding (in millions)
137.76
 
 
 
Total market capitalization
$5.70
 
 
 
Total consolidated and unconsolidated indebtedness at JBG SMITH share
2.43
 
 
 
Less: cash and cash equivalents at JBG SMITH share
(0.41)
 
 
 
Net debt
$2.02
 
 
 
Total Enterprise Value
$7.72
 
 
 
 
 
 
 
 
Net Debt / Total Enterprise Value (2)
26.3%
 
 
 
 
 
 
(1)
Represents the percentage of all outstanding common shares of JBG SMITH Properties owned or represented by the Company’s trustees and executive officers as of March 31, 2019 assuming that all OP Units are redeemed for shares and including the 11.5 million shares issued in the underwritten public offering completed in April 2019.
.


 
 
 
(2)
Pro forma Net Debt / Total Enterprise Value would have been 20.1% as of March 31, 2019, including the $472.3 million of net proceeds from the underwritten public offering completed in April 2019.

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Page 6


FINANCIAL HIGHLIGHTS
MARCH 31, 2019
(Unaudited)



dollars in thousands, except per share data
Three Months Ended March 31, 2019
 
 
Summary Financial Results
 
Total revenue
$
155,199

Net income attributable to common shareholders
$
24,861

Per diluted common share
$
0.20

Operating portfolio NOI
$
79,661

FFO attributable to operating partnership common units (including units owned by JBG SMITH Properties)
$
39,902

Per operating partnership common unit
$
0.28

Core FFO attributable to operating partnership common units (including units owned by JBG SMITH Properties)
$
50,256

Per operating partnership common unit
$
0.36

FAD attributable to the operating partnership common units (including units owned by JBG SMITH Properties)
$
27,140

FAD payout ratio
115.3
%
EBITDA attributable to operating partnership common units (including units owned by JBG SMITH Properties)
$
100,774

EBITDAre attributable to operating partnership common units (including units owned by JBG SMITH Properties)
$
61,741

Adjusted EBITDA attributable to operating partnership common units (including units owned by JBG SMITH Properties)
$
71,326

Net debt to annualized adjusted EBITDA (1)
7.1x

 
 
 
March 31, 2019
 
 
Debt Summary and Key Ratios (at JBG SMITH Share)
 
Total consolidated indebtedness (2)
$
2,128,803

Total consolidated and unconsolidated indebtedness (2)
$
2,432,200

Weighted average interest rates:
 
Variable rate debt
4.53
%
Fixed rate debt
4.16
%
Total debt
4.28
%
Cash and cash equivalents
$
405,646

____________________
(1)
Pro forma Net Debt to Annualized Adjusted EBITDA would have been 5.4x for the three months ended March 31, 2019, including the $472.3 million of net proceeds from the underwritten public offering completed in April 2019.
(2)
Net of premium/discount and deferred financing costs.


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Page 7


FINANCIAL HIGHLIGHTS - TRENDS
MARCH 31, 2019
(Unaudited)


 
 
Three Months Ended
dollars in thousands, except per share data, at JBG SMITH share
 
Q1 2019
Q4 2018
Q3 2018
Q2 2018
Q1 2018
Commercial NOI (1)
 
$
59,304

$
65,462

$
71,314

$
75,311

$
73,764

Multifamily NOI (2)
 
20,357

20,078

19,615

19,324

19,059

Operating portfolio NOI (3)
 
$
79,661

$
85,540

$
90,929

$
94,635

$
92,823

Total Annualized NOI (4)
 
$
321,583

$
341,849

$
364,915

$
378,540

$
371,292

 
 
 
 
 
 
 
Net income (loss) attributable to common shareholders
 
$
24,861

$
710

$
22,830

$
20,574

$
(4,190
)
Per diluted common share
 
$
0.20

$
(0.01
)
$
0.19

$
0.17

$
(0.04
)
FFO attributable to operating partnership common units (3) (5)
 
$
39,902

$
44,834

$
49,246

$
42,522

$
47,836

Per operating partnership common unit
 
$
0.28

$
0.32

$
0.36

$
0.31

$
0.35

Core FFO attributable to operating partnership common units (3) (5)
$
50,256

$
56,948

$
59,256

$
62,305

$
61,225

Per operating partnership common unit
 
$
0.36

$
0.41

$
0.43

$
0.45

$
0.44

FAD attributable to operating partnership common units (5) (6)
 
$
27,140

$
20,736

$
45,019

$
57,568

$
59,948

FAD payout ratio
 
115.3
%
150.9
%
69.3
%
54.2
%
52.4
%
EBITDA attributable to operating partnership common units (3) (5)
 
$
100,774

$
97,503

$
102,109

$
101,211

$
72,898

EBITDAre attributable to operating partnership common units (3) (5)
$
61,741

$
70,555

$
74,683

$
67,815

$
72,443

Adjusted EBITDA attributable to operating partnership common units (3) (5)
 
$
71,326

$
82,608

$
83,842

$
87,226

$
86,122

Net debt to annualized adjusted EBITDA (7)
 
7.1x

6.5x

6.7x

6.3x

6.9x

 
 
 
 
 
 
 
 
 
Q1 2019
Q4 2018
Q3 2018
Q2 2018
Q1 2018
 
 
 
 
 
 
 
Number of Operating Assets
 
 
 
 
 
 
Commercial (1)
 
45

46

49

51

53

Multifamily (2)
 
16

16

16

16

15

Total
 
61

62

65

67

68

 
 
 
 
 
 
 
Operating Portfolio % Leased (8)
 
 
 
 
 
 
Commercial (1) (9)
 
90.2
%
89.6
%
87.1
%
87.5
%
87.9
%
Multifamily (2)
 
97.0
%
95.7
%
96.1
%
95.9
%
96.1
%
Weighted Average
 
92.0
%
91.2
%
89.4
%
89.5
%
89.8
%
 
 
 
 
 
 
 
Operating Portfolio % Occupied (10)
 
 
 
 
 
 
Commercial (1) (9)
 
85.6
%
85.5
%
85.4
%
86.0
%
87.0
%
Multifamily (2)
 
94.8
%
93.9
%
94.3
%
92.6
%
94.2
%
Weighted Average
 
88.1
%
87.7
%
87.6
%
87.7
%
88.7
%

See footnotes on page 9.

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Page 8


FINANCIAL HIGHLIGHTS - TRENDS
MARCH 31, 2019
(Unaudited)


Footnotes
Note: See appendices for reconciliations of non-GAAP financial measures to their respective comparable GAAP financial measures. FFO attributable to operating partnership common units for Q1 2018 was restated in compliance with the definition established by the National Association of Real Estate Investment Trusts (“NAREIT”) in the NAREIT FFO White Paper - 2018 Restatement issued in 2018.

(1)
Beginning in Q4 2018, JBG SMITH renamed the Office portfolio to the Commercial portfolio and reclassified Vienna Retail, Stonebridge at Potomac Town Center and Crystal City Marriott from the Other portfolio to the Commercial portfolio.
(2)
Beginning in Q4 2018, JBG SMITH reclassified North End Retail from the Other portfolio to the Multifamily portfolio.
(3)
Due to our adoption of the new accounting standard for leases, beginning in 2019, we no longer capitalize internal leasing costs and expense these costs as incurred (such costs were $2.2 million, $1.5 million, $1.5 million and $1.3 million for Q4 2018, Q3 2018, Q2 2018 and Q1 2018).
(4)
Beginning in Q3 2018, JBG SMITH revised the presentation of annualized NOI for Crystal City Marriott to reflect the trailing twelve-month NOI due to the seasonality in the hospitality business.
(5)
Operating partnership common units include units owned by JBG SMITH Properties.
(6)
The Q1 2019 and Q4 2018 declines in FAD available to the Operating Partnership Common Units were attributable to significant increases in second generation tenant improvements and leasing commissions from the early renewal of several leases during the quarters. Additionally, Q4 2018 was further impacted by increases in recurring capital expenditures, which is consistent with historical seasonality trends.
(7)
Pro forma Net Debt to Annualized Adjusted EBITDA would have been 5.4x for the three months ended March 31, 2019, including the $472.3 million of net proceeds from the underwritten public offering completed in April 2019.
(8)
Beginning in Q3 2018, JBG SMITH excludes storage square feet from the percent leased metric.
(9)
Crystal City Marriott and 1700 M Street are excluded from the percent leased and the percent occupied metrics.
(10)
Percent occupied excludes occupied retail square feet.



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Page 9


PORTFOLIO OVERVIEW

MARCH 31, 2019
(Unaudited)




 
 
 
 
100% Share
 
At JBG SMITH Share
 
 
Number of Assets
 
Square Feet/Units
 
Square Feet/Units
 
   %
Leased
 
% Occupied
 
Annualized
Rent
(in thousands)
 
Annualized Rent per Square Foot/Monthly Rent Per Unit (1)
Annualized NOI
(in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial (2)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
In service
 
45

 
12,542,688

 
10,904,102

 
90.2
%
 
85.6
%
 
$
404,881

 
$
44.57

$
240,155

Multifamily
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
In service
 
15

 
6,024

 
4,240

 
97.5
%
 
95.3
%
 
$
106,995

 
$
2,121

$
76,760

Recently delivered
 
1

 
291

 
291

 
89.2
%
 
86.9
%
 
8,432

 
2,422

4,668

Total / weighted average
 
16

 
6,315

 
4,531

 
97.0
%
 
94.8
%
 
$
115,427

 
$
2,139

$
81,428

 
 
 
 
 
 
 
 
 
 
88.1
%
 
 
 
 
 
Operating - Total / Weighted Average
 
61

 
12,542,688 SF/ 6,315 Units

 
10,904,102 SF/ 4,531 Units

 
92.0
%
 
88.1
%
 
$
520,308

 
$44.57 per SF/ $2,139 per unit

$
321,583

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Development (3)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Under Construction
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial (4)
 
5

 
1,158,429

 
926,530

 
82.1
%
 
 
 
 
 
 
 
Multifamily
 
4

 
1,476

 
1,298

 
N/A

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Development - Total
 
9

 
1,158,429 SF/
1,476 Units

 
926,530 SF/
1,298 Units

 
82.1
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Future Development
 
40

 
22,131,000

 
18,688,300

 
 
 
 
 
 
 
 
 

_______________

(1)
For commercial assets, represents annualized office rent divided by occupied office square feet; annualized retail rent and retail square feet are excluded from this metric. For multifamily assets, represents monthly multifamily rent divided by occupied units; retail rent is excluded from this metric. Crystal City Marriott and 1700 M Street are excluded from annualized rent per square foot metrics. Occupied square footage may differ from leased square footage because leased square footage includes leases that have been signed but have not yet commenced.
(2)
Crystal City Marriott and 1700 M Street are excluded from percent leased, percent occupied, annualized rent, and annualized rent per square foot metrics.
(3)
Refer to pages 40-41 for detail on under construction and future development assets.
(4)
Includes JBG SMITH’s lease for approximately 84,400 square feet at 4747 Bethesda Avenue.


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Page 10


CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 2019
(Unaudited)







in thousands
March 31,
2019
 
December 31,
2018
 
 
 
 
ASSETS
 
Real estate, at cost:
 
 
 
Land and improvements
$
1,227,255

 
$
1,371,874

Buildings and improvements
3,717,906

 
3,722,930

Construction in progress, including land
751,730

 
697,930

 
5,696,891

 
5,792,734

Less accumulated depreciation
(1,075,309
)
 
(1,051,875
)
Real estate, net
4,621,582

 
4,740,859

Cash and cash equivalents
395,584

 
260,553

Restricted cash
17,877

 
138,979

Tenant and other receivables, net
49,979

 
46,568

Deferred rent receivable, net
152,323

 
143,473

Investments in and advances to unconsolidated real estate ventures
321,366

 
322,878

Other assets, net
297,525

 
264,994

Assets held for sale
168,458

 
78,981

TOTAL ASSETS
$
6,024,694

 
$
5,997,285

 
 
 
 
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
 
 
 
Liabilities:
 
 
 
Mortgages payable, net
$
1,835,842

 
$
1,838,381

Unsecured term loans, net
297,277

 
297,129

Accounts payable and accrued expenses
134,776

 
130,960

Other liabilities, net
174,434

 
181,606

Liabilities related to assets held for sale
486

 
3,717

Total liabilities
2,442,815

 
2,451,793

Commitments and contingencies
 
 
 
Redeemable noncontrolling interests
584,763

 
558,140

Total equity
2,997,116

 
2,987,352

TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
$
6,024,694

 
$
5,997,285


_______________

Note: For complete financial statements, please refer to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.


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Page 11


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
MARCH 31, 2019
(Unaudited)




(Unaudited)
(In thousands)


in thousands, except per share data
Three Months Ended March 31,
 
2019
 
2018
REVENUE
 
 
 
Property rentals
$
119,413

 
$
131,228

Third-party real estate services, including reimbursements
27,691

 
24,330

Other income
8,095

 
7,479

Total revenue
155,199

 
163,037

EXPENSES
 
 
 
Depreciation and amortization
48,719

 
49,160

Property operating
32,174

 
35,158

Real estate taxes
17,235

 
19,610

General and administrative:
 
 
 
Corporate and other
12,314

 
8,414

Third-party real estate services
28,066

 
22,609

Share-based compensation related to Formation Transaction and
special equity awards
11,131

 
9,428

Transaction and other costs
4,895

 
4,221

Total expenses
154,534

 
148,600

OTHER INCOME (EXPENSE)

 

Income (loss) from unconsolidated real estate ventures, net
3,601

 
(1,902
)
Interest and other income, net
951

 
573

Interest expense
(17,174
)
 
(19,257
)
Gain on sale of real estate
39,033

 
455

Total other income (expense)
26,411

 
(20,131
)
INCOME (LOSS) BEFORE INCOME TAX BENEFIT (EXPENSE)
27,076

 
(5,694
)
Income tax benefit
1,172

 
908

NET INCOME (LOSS)
28,248

 
(4,786
)
Net (income) loss attributable to redeemable noncontrolling interests
(3,387
)
 
594

Net loss attributable to noncontrolling interests

 
2

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS
$
24,861

 
$
(4,190
)
EARNINGS (LOSS) PER COMMON SHARE:
 
 
 
Basic
$
0.20

 
$
(0.04
)
Diluted
$
0.20

 
$
(0.04
)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING :
 
 
 
Basic
122,573

 
117,955

Diluted
123,423

 
117,955

___________________
Note: For complete financial statements, please refer to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.

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Page 12


UNCONSOLIDATED REAL ESTATE VENTURES
 
MARCH 31, 2019
(Unaudited)






in thousands, at JBG SMITH share
 
BALANCE SHEET INFORMATION
March 31, 2019
 
 
Total real estate, at cost
$
638,728

Less accumulated depreciation
(29,840
)
Real estate, net
608,888

Cash and cash equivalents
10,090

Other assets, net
40,478

Total assets
$
659,456

Borrowings, net
$
303,397

Other liabilities, net
44,629

Total liabilities
$
348,026


OPERATING INFORMATION
Three Months Ended March 31, 2019
Total revenue
$
13,767

Expenses:
 
Depreciation and amortization
4,677

Property operating
7,697

Real estate taxes
1,307

Total expenses
13,681

Other income (expense):

Interest expense
(3,676
)
Interest and other income, net
3

Loss before income tax expense
(3,587
)
Income tax expense
(1
)
Net loss
$
(3,588
)
Net distributions in excess of our investment in unconsolidated real estate venture
6,441

Other
748

Income from unconsolidated real estate ventures, net
$
3,601



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Page 13


OTHER TANGIBLE ASSETS AND LIABILITIES, NET
MARCH 31, 2019
(Unaudited)



in thousands, at JBG SMITH share
March 31, 2019
 
 
Other Tangible Assets, Net (1) (2)
 
Restricted cash
$
20,642

Tenant and other receivables, net
52,878

Other assets, net
33,598

Total Other Tangible Assets, Net
$
107,118

 
 
Other Tangible Liabilities, Net (2) (3)
 
Accounts payable and accrued liabilities
$
157,121

Other liabilities, net
129,967

Total Other Tangible Liabilities, Net
$
287,088


____________________
(1)
Excludes cash and cash equivalents.
(2)
Excludes assets held for sale and liabilities related to assets held for sale.
(3)
Excludes debt.


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Page 14


EBITDA, EBITDAre AND ADJUSTED EBITDA (NON-GAAP)
MARCH 31, 2019
(Unaudited)





dollars in thousands
 
Three Months Ended March 31,
 
 
2019
 
2018
 
 
 
 
 
EBITDA, EBITDAre and Adjusted EBITDA
 
 
 
 
Net income (loss)

$
28,248

 
$
(4,786
)
Depreciation and amortization expense
 
48,719

 
49,160

Interest expense (1)
 
17,174

 
19,257

Income tax benefit
 
(1,172
)
 
(908
)
Unconsolidated real estate ventures allocated share of above adjustments
 
7,806

 
10,175

Allocated share of above adjustments to noncontrolling interests in consolidated real estate ventures
 
(1
)
 

EBITDA (2)
 
$
100,774

 
$
72,898

Gain on sale of real estate
 
(39,033
)
 
(455
)
EBITDAre (2)
 
$
61,741

 
$
72,443

Transaction and other costs (3)
 
4,895

 
4,221

Share-based compensation related to Formation Transaction and special equity awards
 
11,131

 
9,428

Net distributions in excess of our investment in unconsolidated real estate venture (4)
 
(6,441
)
 

Unconsolidated real estate ventures allocated share of above adjustments
 

 
30

Adjusted EBITDA (2)
 
$
71,326

 
$
86,122

 
 
 
 
 
Net Debt to Annualized Adjusted EBITDA (5)
 
7.1x

 
6.9x

 
 
 
 
 
 
 
March 31, 2019
 
March 31, 2018
Net Debt (at JBG SMITH Share)
 
 
 
 
Consolidated indebtedness (6)
 
$
2,128,803

 
$
2,185,461

Unconsolidated indebtedness (6)
 
303,397

 
419,476

Total consolidated and unconsolidated indebtedness
2,432,200

 
2,604,937

Less: cash and cash equivalents
 
405,646

 
238,519

Net Debt (at JBG SMITH Share)
 
$
2,026,554

 
$
2,366,418

 
 
$
(0.41
)
 
 
____________________
Note: EBITDAre for the three months ended March 31, 2018 was restated in compliance with the definition established by NAREIT in the NAREIT FFO White Paper - 2018 Restatement issued in 2018.
(1)
Interest expense includes the amortization of deferred financing costs and the ineffective portion of any interest rate swaps or caps, net of capitalized interest.
(2)
Due to our adoption of the new accounting standard for leases, beginning in 2019, we no longer capitalize internal leasing costs and expense these costs as incurred (such costs were $1.3 million for the three months ended March 31, 2018).
(3)
Includes fees and expenses incurred in connection with the Formation Transaction (including transition services provided by our former parent, integration costs and severance costs), demolition costs and costs related to other completed, potential and pursued transactions.
(4)
As of June 30, 2018, we suspended the equity method of accounting for our investment in the real estate venture that owns 1101 17th Street as our investment had been reduced to zero and we did not have an obligation to provide further financial support to the venture. All subsequent net distributions from the venture have been recognized as income, which will continue until our share of unrecorded earnings and contributions exceed the cumulative excess distributions previously recognized.
(5)
Pro forma Net Debt to Annualized Adjusted EBITDA would have been 5.4x for the three months ended March 31, 2019, including the $472.3 million of net proceeds from the underwritten public offering completed in April 2019.
(6)
Net of premium/discount and deferred financing costs.

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Page 15


FFO, CORE FFO AND FAD (NON-GAAP)
MARCH 31, 2019
(Unaudited)





in thousands, except per share data
Three Months Ended March 31,
 
2019
 
2018
 
 
 
 
FFO and Core FFO
 
 
 
Net income (loss) attributable to common shareholders
$
24,861

 
$
(4,190
)
Net income (loss) attributable to redeemable noncontrolling interests
3,387

 
(594
)
Net loss attributable to noncontrolling interests

 
(2
)
Net income (loss)
28,248

 
(4,786
)
Gain on sale of real estate
(39,033
)
 
(455
)
Real estate depreciation and amortization
46,035

 
46,639

Pro rata share of real estate depreciation and amortization from unconsolidated real estate ventures
4,653

 
6,436

Net (income) loss attributable to noncontrolling interests in consolidated real estate ventures
(1
)
 
2

FFO Attributable to Operating Partnership Common Units (1)
$
39,902

 
$
47,836

FFO attributable to redeemable noncontrolling interests
(4,783
)
 
(7,127
)
FFO attributable to common shareholders (1)
$
35,119

 
$
40,709

 
 
 
 
FFO attributable to the operating partnership common units
$
39,902

 
$
47,836

Transaction and other costs, net of tax (2)
4,626

 
4,136

Mark-to-market on derivative instruments
(476
)
 
(1,119
)
Share of gain from mark-to-market on derivative instruments held by unconsolidated real estate ventures
227

 
(342
)
Net distributions in excess of our investment in unconsolidated real estate venture (3)
(6,441
)
 

Share-based compensation related to Formation Transaction and special equity awards
11,131

 
9,428

Amortization of management contracts intangible, net of tax
1,287

 
1,286

Core FFO Attributable to Operating Partnership Common Units (1)
$
50,256

 
$
61,225

Core FFO attributable to redeemable noncontrolling interests
(6,024
)
 
(9,037
)
Core FFO attributable to common shareholders (1)
$
44,232

 
$
52,188

FFO per diluted common share
$
0.28

 
$
0.35

Core FFO per diluted common share
$
0.36

 
$
0.44

Weighted average diluted shares
123,423

 
117,955

FAD
 
 
 
Core FFO attributable to the operating partnership common units
$
50,256

 
$
61,225

Recurring capital expenditures and second generation tenant improvements and leasing commissions
(22,297
)
 
(6,097
)
Straight-line and other rent adjustments (4)
(6,808
)
 
(1,075
)
Share of straight-line rent from unconsolidated real estate ventures
(135
)
 
159

Third-party lease liability assumption payments
(1,136
)
 
(472
)
Share of third party lease liability assumption payments for unconsolidated real estate ventures

 
(50
)
Share-based compensation expense
5,330

 
4,276

Amortization of debt issuance costs
970

 
1,164

Share of amortization of debt issuance costs from unconsolidated real estate ventures
48

 
69

Non-real estate depreciation and amortization
912

 
749

FAD available to the Operating Partnership Common Units (A) (5)
$
27,140

 
$
59,948

Distributions to common shareholders and unitholders (6) (B)
$
31,284

 
$
31,423

FAD Payout Ratio (B÷A) (7)
115.3
%
 
52.4
%
See footnotes on page 17.

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Page 16


FFO, CORE FFO AND FAD (NON-GAAP)
MARCH 31, 2019
(Unaudited)





in thousands, except per share data
Three Months Ended March 31,
 
2019
 
2018
 
 
 
 
Capital Expenditures
 
 
 
Maintenance and recurring capital expenditures
$
5,495

 
$
2,683

Share of maintenance and recurring capital expenditures from unconsolidated real estate ventures
88

 
1,149

Second generation tenant improvements and leasing commissions
16,155

 
1,893

Share of second generation tenant improvements and leasing commissions from unconsolidated real estate ventures
559

 
372

Recurring capital expenditures and second generation tenant improvements and leasing commissions
22,297

 
6,097

First generation tenant improvements and leasing commissions
6,197

 
4,185

Share of first generation tenant improvements and leasing commissions from unconsolidated real estate ventures
233

 
995

Non-recurring capital expenditures
6,722

 
3,366

Share of non-recurring capital expenditures from unconsolidated joint ventures

 
620

Non-recurring capital expenditures
13,152

 
9,166

Total JBG SMITH Share of Capital Expenditures
$
35,449

 
$
15,263


_______________
Note: FFO attributable to operating partnership common units and FFO attributable to common shareholders for the three months ended March 31, 2018 were restated in compliance with the definition established by NAREIT in the NAREIT FFO White Paper - 2018 Restatement issued in 2018.
(1)
Due to our adoption of the new accounting standard for leases, beginning in 2019, we no longer capitalize internal leasing costs and expense these costs as incurred (such costs were $1.3 million for the three months ended March 31, 2018).
(2)
Includes fees and expenses incurred in connection with the Formation Transaction (including transition services provided by our former parent, integration costs, and severance costs), demolition costs and costs related to other completed, potential and pursued transactions.
(3)
As of June 30, 2018, we suspended the equity method of accounting for our investment in the real estate venture that owns 1101 17th Street as our investment had been reduced to zero and we did not have an obligation to provide further financial support to the venture. All subsequent net distributions from the venture have been recognized as income, which will continue until our share of unrecorded earnings and contributions exceed the cumulative excess distributions previously recognized.
(4)
Includes straight-line rent, above/below market lease amortization and lease incentive amortization.
(5)
The decline in FAD available to the Operating Partnership Common Units was attributable to a significant increase in second generation tenant improvements and leasing commissions from the early renewal of several leases during the quarter.
(6)
The distribution for the three months ended March 31, 2019 excludes a special dividend of $0.10 per common share that was paid in January 2019.
(7)
The FAD payout ratio on a quarterly basis is not necessarily indicative of an amount for the full year due to fluctuation in timing of capital expenditures, the commencement of new leases and the seasonality of our operations.

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Page 17


THIRD-PARTY ASSET MANAGEMENT AND REAL ESTATE
   SERVICES BUSINESS (NON-GAAP)
MARCH 31, 2019
(Unaudited)




dollars in thousands, at JBG SMITH share

Three Months Ended March 31, 2019
 
Source of Revenue
 
 
Third-Party Management

JBG SMITH
JV Partner (1)
JBG Legacy
Funds
Total
 
 
 
 
 
Service Revenue
 
 
 
 
Property management fees
$
2,782

$
1,096

$
1,230

$
5,108

Asset management fees

548

2,864

3,412

Leasing fees
939

154

1,117

2,210

Development fees
487

378

754

1,619

Construction management fees
279

241

120

640

Other service revenue
391

253

141

785

Total Revenue (2)
$
4,878

$
2,670

$
6,226

$
13,774

Pro Rata adjusted general and administrative expense: third-party real estate services (3)
 
 
 
(12,509
)
Total Services Revenue Less Allocated General and Administrative Expenses (4) 
 




$
1,265


____________________
(1)
Service revenues from joint ventures are calculated on an asset-by-asset basis by applying our real estate venture partners’ respective economic interests to the fees we earned from each consolidated and unconsolidated real estate venture.
(2)
Included in “Third-party real estate services, including reimbursements” in our consolidated statement of operations are $13.4 million of reimbursement revenue and $0.5 million of service revenue from our economic interest in consolidated and unconsolidated real estate ventures that are excluded from this table.
(3)
Our personnel perform services for wholly owned properties and properties we manage on behalf of third parties, real estate ventures and JBG Legacy Funds.
We allocate personnel and other costs to wholly owned properties (included in "Property operating expenses" and "General and administrative expense: corporate and other" in our consolidated statement of operations) and to properties owned by the third parties, real estate ventures and JBG Legacy Funds (included in "General and administrative expense: third-party real estate services" in our consolidated statement of operations) using estimates of the time spent performing services related to properties in the respective portfolios and other allocation methodologies.
Allocated general and administrative expenses related to real estate ventures are calculated on an asset-by-asset basis by applying our real estate venture partners’ respective economic interests to the total general and administrative expenses allocated to each asset. See "pro rata adjusted general and administrative expenses" on the next page for a reconciliation of "G&A: third-party real estate services" to "Pro Rata adjusted general and administrative expense: third-party real estate services."
(4)
Services revenue, excluding reimbursement revenue and service revenue from our economic interest in consolidated and unconsolidated real estate ventures, less allocated general and administrative expenses. Management uses this measure as a supplemental performance measure for its third-party asset management and real estate services business and believes it provides useful information to investors because it reflects only those revenue and expense items incurred by the Company and can be used to assess the profitability of the third-party asset management and real estate services business.




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Page 18


PRO RATA ADJUSTED GENERAL AND ADMINISTRATIVE EXPENSES
   (NON-GAAP)
MARCH 31, 2019
(Unaudited)




dollars in thousands
Three Months Ended March 31, 2019
 
Per Statement of Operations
Adjustments (1)
Pro Rata Adjusted
 
A
B
C
 
 
 
 
 
 
General and Administrative Expenses
 
 
 
 
 
Corporate and other
$
12,314

$

$

$
2,154

$
14,468

Third-party real estate services
28,066


(13,403
)
(2,154
)
12,509

Share-based compensation related to Formation Transaction
and special equity awards
11,131

(11,131
)



Total
$
51,511

$
(11,131
)
$
(13,403
)
$

$
26,977


_______________

(1)
Adjustments:
A - Removes share-based compensation related to the Formation Transaction and special equity awards.
B - Removes $13.4 million of G&A expenses reimbursed by third-party owners of real estate we manage related to revenue which has been excluded from Service Revenue on page 18. Revenue from reimbursements is included in "Third-party real estate services, including reimbursements" in our consolidated statement of operations.
C - Reflects an adjustment to allocate our share of G&A expenses of unconsolidated real estate ventures from "Third-party real estate services" to "Corporate and other" and our consolidated real estate venture partners' share of G&A expenses from "Corporate and other" to "Third-party real estate services."


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Page 19


OPERATING ASSETS

MARCH 31, 2019
(Unaudited)





dollars in thousands, at JBG SMITH share
 
 
 
 
Plus: Signed But Not Yet Commenced Leases
Plus: Lease Up of Recently Delivered Assets (1)
Adjusted
Annualized NOI
 
 
 
Q1 2019
NOI
Annualized NOI
 
% Occupied
 
 
 
 
 
 
 
 
 
Commercial (2)
 
 
 
 
 
 
 
DC
90.9
%
 
$
12,601

$
50,404

$
3,009

$

$
53,413

VA
84.3
%
 
44,538

181,091

25,602


206,693

MD
86.7
%
 
2,165

8,660

289


8,949

Total / weighted average
85.6
%
 
$
59,304

$
240,155

$
28,900

$

$
269,055

 
 
 
 
 
 
 
 
Multifamily
 
 
 
 
 
 
 
DC
92.6
%
 
$
6,305

$
25,220

$
95

$
682

$
25,997

VA
95.5
%
 
12,368

49,472



49,472

MD
96.0
%
 
1,684

6,736



6,736

Total / weighted average
94.8
%
 
$
20,357

$
81,428

$
95

$
682

$
82,205

 
 
 
 
 
 
 
 
Total / Weighted Average
88.1
%
 
$
79,661

$
321,583

$
28,995

$
682

$
351,260


____________________
(1)
Incremental multifamily revenue of a recently delivered multifamily asset calculated as the product of units available for occupancy up to 95.0% occupancy and the weighted average monthly market rent per unit as of March 31, 2019, multiplied by 12. Excludes potential revenue from vacant retail space in recently delivered multifamily assets.
(2)
Crystal City Marriott and 1700 M Street are excluded from the percent occupied metric.











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Page 20


SUMMARY & SAME STORE NOI (NON-GAAP)
MARCH 31, 2019
(Unaudited)






dollars in thousands
 
100% Share
 
At JBG SMITH Share
 
 
 
 
 
 
 
 
 
 
 
 
NOI for the Three Months Ended March 31,
 
 
Number of Assets
 
Square Feet/Units
 
Square Feet/Units
 
%
Leased (1)
 
%
Occupied
(1)
 
2019
 
2018
 
% Change
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Same Store (2)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DC
 
14

 
 2,574,335 SF/
1,541 Units

 
 1,863,696 SF/
857 Units

 
95.1
%
 
92.0
%
 
$
17,294

 
$
20,212

 
(14.4
)%
VA
 
33

 
 8,720,798 SF/
3,196 Units

 
 7,844,224 SF/
2,885 Units

 
91.2
%
 
86.6
%
 
52,430

 
57,522

 
(8.9
)%
MD
 
9

 
 551,369 SF/
1,287 Units

 
 499,996 SF/
498 Units

 
91.4
%
 
90.9
%
 
3,849

 
4,139

 
(7.0
)%
Total / weighted average
56

 
 11,846,502 SF/
6,024 Units

 
 10,207,916 SF/
4,240 Units

 
92.0
%
 
87.9
%
 
$
73,573

 
$
81,873

 
(10.1
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-Same Store (3)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DC
 
2

 
 34,000 SF/
291 Units

 
 34,000 SF/
291 Units

 
89.2
%
 
86.9
%
 
$
1,612

 
$
6,615

 
(75.6
)%
VA
 
3

 
 662,186 SF

 
 662,186 SF

 
93.2
%
 
92.6
%
 
4,476

 
7,532

 
(40.6
)%
MD
 

 

 

 

 

 

 

 

Total / weighted average
5

 
 696,186 SF/
291 Units

 
 696,186 SF/
291 Units

 
92.2
%
 
91.1
%
 
$
6,088

 
$
14,147

 
(57.0
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Operating Portfolio
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DC
 
16

 
 2,608,335 SF/
1,832 Units

 
 1,897,696 SF/
1,148 Units

 
94.6
%
 
91.6
%
 
$
18,906

 
$
26,827

 
(29.5
)%
VA
 
36

 
 9,382,984 SF/
3,196 Units

 
 8,506,410 SF/
2,885 Units

 
91.3
%
 
87.0
%
 
56,906

 
65,054

 
(12.5
)%
MD
 
9

 
 551,369 SF/
1,287 Units

 
 499,996 SF/
498 Units

 
91.4
%
 
90.9
%
 
3,849

 
4,139

 
(7.0
)%
Operating Portfolio -
   Total / Weighted Average
61

 
 12,542,688 SF/
6,315 Units

 
 10,904,102 SF/
4,531 Units

 
92.0
%
 
88.1
%
 
$
79,661

 
$
96,020

 
(17.0
)%
_______________

(1)
Crystal City Marriott and 1700 M Street are excluded from the percent leased and percent occupied metrics.
(2)
Same store refers to the pool of assets that were in service for the entirety of both periods being compared, except for assets for which significant redevelopment, renovation, or repositioning occurred during either of the periods being compared.
(3)
The decrease in non-same store NOI is primarily attributable to lost income from disposed assets.

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Page 21


SUMMARY NOI (NON-GAAP)
MARCH 31, 2019
(Unaudited)





dollars in thousands
NOI for the Three Months Ended March 31, 2019 at JBG SMITH Share
 
Consolidated (6)
Unconsolidated
 
Commercial (6)
Multifamily
Total
Number of operating assets
45

16

 
45

16

61

Property rentals (1)
$
104,682

$
8,015

 
$
84,596

$
28,101

$
112,697

Tenant expense reimbursement
11,372

705

 
10,173

1,904

12,077

Other revenue
8,716

694

 
7,768

1,642

9,410

Total revenue
124,770

9,414

 
102,537

31,647

134,184

 
 
 
 
 
 
 
Operating expenses
(49,809
)
(4,020
)
 
(42,544
)
(11,285
)
(53,829
)
Ground rent expense
(689
)
(5
)
 
(689
)
(5
)
(694
)
Total expenses
(50,498
)
(4,025
)
 
(43,233
)
(11,290
)
(54,523
)
 
 
 
 
 
 
 
NOI (1)
$
74,272

$
5,389

 
$
59,304

$
20,357

$
79,661

 
 
 
 
 
 
 
Annualized NOI
$
300,027

$
21,556

 
$
240,155

$
81,428

$
321,583

Additional Information
 
 
 
 
 
 
Free rent (at 100% share)
$
8,012

$
957

 
$
8,588

$
381

$
8,969

Free rent (at JBG SMITH share)
$
8,012

$
173

 
$
7,995

$
190

$
8,185

Annualized free rent (at JBG SMITH share) (2)
$
32,048

$
692

 
$
31,980

$
760

$
32,740

Payments associated with assumed lease liabilities (at 100% share)
$
1,136

$

 
$
1,136

$

$
1,136

Payments associated with assumed lease liabilities (at JBG SMITH share)
$
1,136

$

 
$
1,136

$

$
1,136

Annualized payments associated with assumed lease liabilities (at JBG SMITH share)(3)
$
4,544

$

 
$
4,544

$

$
4,544

% occupied (at JBG SMITH share) (4)
88.0
%
89.2
%
 
85.6
%
94.8
%
88.1
%
Annualized base rent of signed leases, not commenced (at 100% share) (5)
$
27,689

$
2,701

 
$
30,295

$
95

$
30,390

Annualized base rent of signed leases, not commenced (at JBG SMITH share) (5)
$
27,689

$
1,306

 
$
28,900

$
95

$
28,995

___________________

(1)
Property rentals excludes straight-line rent adjustments, and other GAAP adjustments, and include payments associated with assumed lease liabilities. NOI excludes approximately $4.0 million of related party management fees at JBG SMITH's share. See definition of NOI on page 50.
(2)
Represents JBG SMITH's share of free rent for the three months ended March 31, 2019 multiplied by four.
(3)
Represents JBG SMITH's share of payments associated with assumed lease liabilities for the three months ended March 31, 2019 multiplied by four.
(4)
Crystal City Marriott and 1700 M Street are excluded from the percent occupied metric.
(5)
Represents monthly base rent before free rent and straight line rent adjustments, plus estimated tenant reimbursements for the month in which the lease commences, multiplied by 12. Triple net leases are converted to a gross basis by adding estimated tenant reimbursements to monthly base rent. Includes only leases for office and retail spaces that were vacant as of March 31, 2019.
(6)
Includes $2.1 million of annualized NOI from Commerce Executive, which was sold in February 2019.
 


                                

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Page 22


SUMMARY NOI - COMMERCIAL (NON-GAAP)

MARCH 31, 2019
(Unaudited)




dollars in thousands
NOI for the Three Months Ended March 31, 2019 at JBG SMITH Share
 
Consolidated (6)
Unconsolidated
 
DC
VA (6)
MD
Total
Number of operating assets
35

10

 
10

31

4

45

Property rentals (1)
$
78,789

$
5,807

 
$
18,461

$
62,688

$
3,447

$
84,596

Tenant expense reimbursement
9,598

575

 
2,539

7,345

289

10,173

Other revenue
7,200

568

 
1,503

5,591

674

7,768

Total revenue
95,587

6,950

 
22,503

75,624

4,410

102,537

 
 
 
 
 
 
 
 
Operating expenses
(39,339
)
(3,205
)
 
(9,702
)
(30,744
)
(2,098
)
(42,544
)
Ground rent expense
(689
)

 
(200
)
(342
)
(147
)
(689
)
Total expenses
(40,028
)
(3,205
)
 
(9,902
)
(31,086
)
(2,245
)
(43,233
)
 
 
 
 
 
 
 
 
NOI (1)
$
55,559

$
3,745

 
$
12,601

$
44,538

$
2,165

$
59,304

 
 
 
 
 
 
 
 
Annualized NOI
$
225,175

$
14,980

 
$
50,404

$
181,091

$
8,660

$
240,155

Additional Information
 
 
 
 
 
 
 
Free rent (at 100% share)
$
7,851

$
737

 
$
1,962

$
6,228

$
398

$
8,588

Free rent (at JBG SMITH share)
$
7,851

$
144

 
$
1,419

$
6,198

$
378

$
7,995

Annualized free rent (at JBG SMITH share) (2)
$
31,404

$
576

 
$
5,676

$
24,792

$
1,512

$
31,980

Payments associated with assumed lease liabilities (at 100% share)
$
1,136

$

 
$

$
1,136

$

$
1,136

Payments associated with assumed lease liabilities (at JBG SMITH share)
$
1,136

$

 
$

$
1,136

$

$
1,136

Annualized payments associated with assumed lease liabilities (at JBG SMITH share) (3)
$
4,544

$

 
$

$
4,544

$

$
4,544

% occupied (at JBG SMITH share) (4)
85.5
%
86.8
%
 
90.9
%
84.3
%
86.7
%
85.6
%
Annualized base rent of signed leases, not commenced (at 100% share) (5)
$
27,594

$
2,701

 
$
4,190

$
25,816

$
289

$
30,295

Annualized base rent of signed leases, not commenced (at JBG SMITH share) (5)
$
27,594

$
1,306

 
$
3,009

$
25,602

$
289

$
28,900

___________________

(1)
Property rentals excludes straight-line rent adjustments, and other GAAP adjustments, and include payments associated with assumed lease liabilities. NOI excludes approximately $3.0 million of related party management fees at JBG SMITH's share. See definition of NOI on page 50.
(2)
Represents JBG SMITH's share of free rent for the three months ended March 31, 2019 multiplied by four.
(3)
Represents JBG SMITH's share of payments associated with assumed lease liabilities for the three months ended March 31, 2019 multiplied by four.
(4)
Crystal City Marriott and 1700 M Street are excluded from the percent occupied metric.
(5)
Represents monthly base rent before free rent and straight-line rent adjustments, plus estimated tenant reimbursements for the month in which the lease commences, multiplied by 12. Triple net leases are converted to a gross basis by adding estimated tenant reimbursements to monthly base rent. Includes only leases for office and retail spaces that were vacant as of March 31, 2019.
(6)
Includes $2.1 million of annualized NOI from Commerce Executive, which was sold in February 2019.



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Page 23


SUMMARY NOI - MULTIFAMILY (NON-GAAP)
MARCH 31, 2019
(Unaudited)





dollars in thousands
NOI for the Three Months Ended March 31, 2019 at JBG SMITH Share
 
Consolidated
Unconsolidated
 
DC
VA
MD
Total
Number of operating assets
10

6

 
6

5

5

16

Property rentals (1)
$
25,893

$
2,208

 
$
8,679

$
16,988

$
2,434

$
28,101

Tenant expense reimbursement
1,774

130

 
728

1,103

73

1,904

Other revenue
1,516

126

 
326

1,159

157

1,642

Total revenue
29,183

2,464

 
9,733

19,250

2,664

31,647

 
 
 
 
 
 
 
 
Operating expenses
(10,470
)
(815
)
 
(3,428
)
(6,882
)
(975
)
(11,285
)
Ground rent expense

(5
)
 


(5
)
(5
)
Total expenses
(10,470
)
(820
)
 
(3,428
)
(6,882
)
(980
)
(11,290
)
 
 
 
 
 
 
 
 
NOI (1)
$
18,713

$
1,644

 
$
6,305

$
12,368

$
1,684

$
20,357

 
 
 
 
 
 
 
 
Annualized NOI
$
74,852

$
6,576

 
$
25,220

$
49,472

$
6,736

$
81,428

Additional Information
 
 
 
 
 
 
 
Free rent (at 100% share)
$
161

$
220

 
$
137

$
131

$
113

$
381

Free rent (at JBG SMITH share)
$
161

$
29

 
$
63

$
113

$
14

$
190

Annualized free rent (at JBG SMITH share) (2)
$
644

$
116

 
$
252

$
452

$
56

$
760

Payments associated with assumed lease liabilities (at 100% share)
$

$

 
$

$

$

$

Payments associated with assumed lease liabilities (at JBG SMITH share)
$

$

 
$

$

$

$

Annualized payments associated with assumed lease liabilities (at JBG SMITH share) (3)
$

$

 
$

$

$

$

% occupied (at JBG SMITH share) 
94.8
%
94.5
%
 
92.6
%
95.5
%
96.0
%
94.8
%
Annualized base rent of signed leases, not commenced (at 100% share) (4)
$
95


 
$
95



$
95

Annualized base rent of signed leases, not commenced (at JBG SMITH share) (4)
$
95


 
$
95



$
95

___________________

(1)
Property rentals excludes straight-line rent adjustments, and other GAAP adjustments, and include payments associated with assumed lease liabilities. NOI excludes approximately $1.0 million of related party management fees at JBG SMITH's share. See definition of NOI on page 50.
(2)
Represents JBG SMITH's share of free rent for the three months ended March 31, 2019 multiplied by four.
(3)
Represents JBG SMITH's share of payments associated with assumed lease liabilities for the three months ended March 31, 2019 multiplied by four.
(4)
Represents monthly base rent before free rent and straight line rent adjustments, plus estimated tenant reimbursements for the month in which the lease commences, multiplied by 12. Triple net leases are converted to a gross basis by adding estimated tenant reimbursements to monthly base rent. Includes only leases for office and retail spaces that were vacant as of March 31, 2019.



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Page 24


NOI RECONCILIATIONS (NON-GAAP)
MARCH 31, 2019
(Unaudited)






dollars in thousands
Three Months Ended March 31,
 
2019
 
2018
 
 
Net income (loss) attributable to common shareholders
$
24,861

 
$
(4,190
)
Add:
 
 
 
Depreciation and amortization expense
48,719

 
49,160

General and administrative expense:
 
 
 
Corporate and other
12,314

 
8,414

Third-party real estate services
28,066

 
22,609

Share-based compensation related to Formation Transaction and
special equity awards
11,131

 
9,428

Transaction and other costs
4,895

 
4,221

Interest expense
17,174

 
19,257

Income tax benefit
(1,172
)
 
(908
)
Net income (loss) attributable to redeemable noncontrolling interests
3,387

 
(594
)
Less:
 
 
 
Third-party real estate services, including reimbursements
27,691

 
24,330

Other income (excluding parking income of $6,455 and $6,363 in 2019 and 2018)
1,640

 
1,116

Income (loss) from unconsolidated real estate ventures, net
3,601

 
(1,902
)
Interest and other income, net
951

 
573

Gain on sale of real estate
39,033

 
455

Net loss attributable to noncontrolling interests

 
2

Consolidated NOI
76,459

 
82,823

Proportionate NOI attributable to unconsolidated real estate ventures
5,386

 
9,207

Non-cash rent adjustments (1)
(6,808
)
 
(1,096
)
Other adjustments (2)
3,353

 
4,252

Total adjustments
1,931

 
12,363

NOI
$
78,390

 
$
95,186

Less: out-of-service NOI loss (3)
(1,271
)
 
(834
)
Operating portfolio NOI
$
79,661

 
$
96,020

Non-same store NOI (4)
6,088

 
14,147

Same store NOI (5)
$
73,573

 
$
81,873

 
 
 
 
Growth in same store NOI
(10.1
)%
 
 
Number of properties in same store pool
56

 
 
___________________

(1)
Adjustment to exclude straight-line rent, above/below market lease amortization and lease incentive amortization.
(2)
Adjustment to include other income and payments associated with assumed lease liabilities related to operating properties and to exclude commercial lease termination revenue.
(3)
Includes the results for our Under Construction assets and Future Development Pipeline.
(4)
Includes the results for properties that were not owned, operated and in service for the entirety of both periods being compared and properties for which significant redevelopment, renovation or repositioning occurred during either of the periods being compared. The decrease in non-same store NOI is primarily attributable to lost income from disposed assets.
(5)
Includes the results of the properties that are owned, operated and in service for the entirety of both periods being compared except for properties for which significant redevelopment, renovation or repositioning occurred during either of the periods being compared.

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Page 25


LEASING ACTIVITY - OFFICE
MARCH 31, 2019
(Unaudited)




square feet in thousands
Three Months Ended March 31, 2019
Square feet leased:
 
At 100% share
807

At JBG SMITH share
785

Initial rent (1)
$
44.97

Straight-line rent (2)
$
45.91

Weighted average lease term (years)
5.4

Weighted average free rent period (months)
2.7

Second generation space:
555

Square feet
230

Cash basis:
 
Initial rent (1)
$
45.04

Prior escalated rent
$
48.32

% change
(6.8
)%
GAAP basis:
 
Straight-line rent (2)
$
46.19

Prior straight-line rent
$
48.07

% change
(3.9
)%
Tenant improvements:
 
Per square foot
$
39.31

Per square foot per annum
$
7.32

% of initial rent
16.3
 %
Leasing commissions:
 
Per square foot
$
4.25

Per square foot per annum
$
0.79

% of initial rent
1.8
 %
___________________
Note: At JBG SMITH share, unless otherwise indicated. The leasing activity and related statistics are based on leases signed during the period and are not intended to coincide with the commencement of rental revenue in accordance with GAAP. Second generation space represents square footage that was vacant for less than nine months.
(1)
Represents the cash basis weighted average starting rent per square foot, which is generally indicative of market rents. Triple net leases are converted to a gross basis by adding estimated tenant reimbursements to monthly base rent. Most leases include free rent and periodic step-ups in rent which are not included in the initial cash basis rent per square foot but are included in the GAAP basis deferred rent per square foot.
(2)
Represents the GAAP basis weighted average rent per square foot that is recognized over the term of the respective leases, and includes the effect of free rent and fixed step-ups in rent.

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Page 26


NET EFFECTIVE RENT - OFFICE
MARCH 31, 2019
(Unaudited)




square feet in thousands, dollars per square feet, at JBG SMITH share
Trailing Five Quarter Average
 
Three Months Ended
 
 
March 31, 2019
 
December 31, 2018
 
September 30, 2018
 
June 30, 2018
 
March 31, 2018
Square feet
509

 
785

 
741

 
378

 
319

 
322

Weighted average lease term (years)
7.7

 
5.4

 
10.2

 
7.0

 
8.6

 
7.3

Initial rent (1)
$
46.86

 
$
44.97

 
$
45.08

 
$
42.89

 
$
54.01

 
$
47.35

Base rent per annum (2)
$
54.70

 
$
49.34

 
$
57.48

 
$
44.43

 
$
67.89

 
$
54.38

Tenant improvements per annum
(6.27
)
 
(7.32
)
 
(6.54
)
 
(3.77
)
 
(7.46
)
 
(6.27
)
Leasing commissions per annum
(1.43
)
 
(0.79
)
 
(1.93
)
 
(0.61
)
 
(2.03
)
 
(1.80
)
Free rent per annum
(3.81
)
 
(1.89
)
 
(3.69
)
 
(3.55
)
 
(4.05
)
 
(5.89
)
Net Effective Rent
$
43.19

 
$
39.34

 
$
45.32

 
$
36.50

 
$
54.35

 
$
40.42

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DC
 
 
 
 
 
 
 
 
 
 
 
Square feet
84

 
33

 
72

 
88

 
175

 
50

Initial rent (1)
$
59.96

 
$
53.40

 
$
76.45

 
$
49.73

 
$
66.29

 
$
53.92

Net effective rent
$
52.60

 
$
39.41

 
$
70.85

 
$
42.34

 
$
64.65

 
$
45.76

 
 
 
 
 
 
 
 
 
 
 
 
VA
 
 
 
 
 
 
 
 
 
 
 
Square feet
404

 
717

 
658

 
282

 
115

 
250

Initial rent (1)
$
41.85

 
$
44.03

 
$
41.83

 
$
41.08

 
$
38.20

 
$
44.08

Net effective rent
$
35.96

 
$
38.18

 
$
41.85

 
$
33.86

 
$
30.61

 
$
35.28

 
 
 
 
 
 
 
 
 
 
 
 
MD
 
 
 
 
 
 
 
 
 
 
 
Square feet
21

 
35

 
10

 
8

 
28

 
22

Initial rent (1)
$
46.46

 
$
56.36

 
$
32.24

 
$
31.75

 
$
42.70

 
$
69.26

Net effective rent
$
41.68

 
$
58.53

 
$
27.21

 
$
20.30

 
$
37.38

 
$
64.96

____________________
Note: Leasing activity and related statistics are based on leases signed during the period and are not intended to coincide with the commencement of rental revenue in accordance with GAAP. Second generation space represents square footage that was vacant for less than nine months.
(1)
Represents the cash basis weighted average starting rent per square foot, which is generally indicative of market rents. Triple net leases are converted to a gross basis by adding estimated tenant reimbursements to monthly base rent. Most leases include free rent and periodic step-ups in rent which are not included in the initial cash basis rent per square foot.
(2)
Represents the weighted average base rent before free rent, plus estimated tenant reimbursements that is recognized over the term of the respective leases, including the effect of fixed step-ups in rent, divided by square feet, and divided by years of lease term. Triple net leases are converted to a gross basis by adding estimated tenant reimbursements to base rent. Tenant reimbursements are estimated by escalating tenant reimbursements as of the respective reporting period, or management’s estimate thereof, by 2.75% annually through the lease expiration year.

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Page 27


LEASE EXPIRATIONS
MARCH 31, 2019
(Unaudited)




 
 
 
 
At JBG SMITH Share
Year of Lease Expiration
 
Number
of Leases
 

Square Feet
 
% of
Total
Square Feet
 
Annualized
Rent
(in thousands)
 
% of
Total
Annualized
Rent
 
Annualized
Rent Per
Square Foot
 
Estimated
Annualized
Rent Per
Square Foot at
Expiration
(1)
Month-to-Month
 
52

 
269,764

 
2.9
%
 
$
9,505

 
2.3
%
 
$
35.23

 
$
35.23

2019
 
107

 
565,467

 
6.0
%
 
24,511

 
5.9
%
 
43.35

 
43.62

2020
 
152

 
1,106,872

 
11.8
%
 
45,683

 
11.1
%
 
41.27

 
42.16

2021
 
116

 
904,151

 
9.7
%
 
42,324

 
10.3
%
 
46.81

 
47.87

2022
 
100

 
1,324,332

 
14.1
%
 
57,829

 
14.0
%
 
43.67

 
45.42

2023
 
90

 
520,455

 
5.6
%
 
22,368

 
5.4
%
 
42.98

 
47.16

2024
 
82

 
836,660

 
8.9
%
 
38,714

 
9.4
%
 
46.27

 
51.42

2025
 
47

 
333,428

 
3.6
%
 
12,999

 
3.2
%
 
38.98

 
43.17

2026
 
57

 
314,354

 
3.4
%
 
13,667

 
3.3
%
 
43.48

 
51.83

2027
 
45

 
431,891

 
4.6
%
 
18,662

 
4.5
%
 
43.21

 
51.61

Thereafter
 
109

 
2,756,180

 
29.4
%
 
125,810

 
30.6
%
 
45.65

 
57.80

 Total / Weighted Average
 
957

 
9,363,554

 
100.0
%
 
$
412,072

 
100.0
%
 
$
44.01

 
$
49.57

____________________
Note: Includes all in-place leases as of March 31, 2019 for office and retail space within JBG SMITH's operating portfolio and assuming no exercise of renewal options or early termination rights. The weighted average remaining lease term for the entire portfolio is 6.2 years.
(1)
Represents monthly base rent before free rent, plus tenant reimbursements, as of lease expiration multiplied by 12 and divided by square feet. Triple net leases are converted to a gross basis by adding tenant reimbursements to monthly base rent. Tenant reimbursements at lease expiration are estimated by escalating tenant reimbursements as of March 31, 2019, or management’s estimate thereof, by 2.75% annually through the lease expiration year.

 





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Page 28


SIGNED BUT NOT YET COMMENCED LEASES
MARCH 31, 2019
(Unaudited)





dollars in thousands, at JBG SMITH share
 
 
 
 
 
 
 
 
 
 
Total Annualized Estimated Rent (3)
 
Estimated Rent (1) for the Quarter Ending
Assets
 

C/U
(2)
 
 
June 30, 2019
 
September 30, 2019
 
December 31, 2019
 
March 31, 2020
 
June 30, 2020
 
September 30, 2020
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating
 
C
 
$
27,594

 
$
2,044

 
$
2,973

 
$
3,949

 
$
5,864

 
$
6,209

 
$
6,898

Operating
 
U
 
1,306

 
171

 
179

 
224

 
327

 
327

 
327

Under construction (4) 
 
C
 
30,403

 

 
314

 
3,056

 
4,211

 
4,211

 
4,211

Under construction
 
U
 
12,624

 

 
1,069

 
1,389

 
2,244

 
2,679

 
2,679

Total
 
 
 
$
71,927

 
$
2,215

 
$
4,535

 
$
8,618

 
$
12,646

 
$
13,426

 
$
14,115

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Multifamily
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating
 
C
 
$
95

 
$
24

 
$
24

 
$
24

 
$
24

 
$
24

 
$
24

Under construction
 
C
 
3,130

 
48

 
202

 
292

 
637

 
783

 
783

Under construction
 
U
 
499

 

 

 

 

 
24

 
36

Total
 
 
 
$
3,724

 
$
72

 
$
226

 
$
316

 
$
661

 
$
831

 
$
843

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
 
 
$
75,651

 
$
2,287

 
$
4,761

 
$
8,934

 
$
13,307

 
$
14,257

 
$
14,958


____________________
Note: Includes only leases for office and retail spaces that were vacant as of March 31, 2019.
(1)
Represents contractual monthly base rent before free rent, plus estimated tenant reimbursements for the month in which the lease is estimated to commence, multiplied by the applicable number of months for each quarter based on the lease’s estimated commencement date. Triple net leases are converted to a gross basis by adding estimated tenant reimbursements to monthly base rent.
(2)
“C” denotes a consolidated interest. “U” denotes an unconsolidated interest.
(3)
Represents contractual monthly base rent before free rent, plus estimated tenant reimbursements for the month in which the lease is expected to commence, multiplied by 12. Triple net leases are converted to a gross basis by adding estimated tenant reimbursements to monthly base rent.
(4)
Commercial under construction consolidated includes annualized estimated rent of $4.8 million from JBG SMITH's lease at 4747 Bethesda Avenue, estimated to commence in Q4 2019.

logoverticaltransbluea04.jpg
 
Page 29


TENANT CONCENTRATION
MARCH 31, 2019
(Unaudited)




dollars in thousands
 
 
 
At JBG SMITH Share
 
Tenant
 
Number of Leases
 

Square Feet
 
% of Total Square Feet
 
Annualized Rent
 
% of Total Annualized Rent
1

U.S. Government (GSA)
 
64

 
2,422,091

 
25.9
%
 
$
96,162

 
23.3
%
2

Gartner, Inc
 
1

 
348,847

 
3.7
%
 
22,169

 
5.4
%
3

Family Health International
 
3

 
295,977

 
3.2
%
 
15,287

 
3.7
%
4

Lockheed Martin Corporation
 
3

 
274,361

 
2.9
%
 
13,195

 
3.2
%
5

WeWork (1)
 
2

 
205,565

 
2.2
%
 
11,053

 
2.7
%
6

Arlington County
 
3

 
237,001

 
2.5
%
 
9,907

 
2.4
%
7

Accenture LLP
 
2

 
130,716

 
1.4
%
 
7,450

 
1.8
%
8

Greenberg Traurig LLP
 
1

 
101,602

 
1.1
%
 
7,056

 
1.7
%
9

Public Broadcasting Service
 
1

 
140,885

 
1.5
%
 
5,968

 
1.4
%
10

Chemonics International
 
2

 
111,520

 
1.2
%
 
4,421

 
1.1
%
11

Evolent Health LLC
 
1

 
90,905

 
1.0
%
 
4,328

 
1.1
%
12

U.S. Green Building Council
 
1

 
54,675

 
0.6
%
 
4,026

 
1.0
%
13

Conservation International Foundation
 
1

 
86,981

 
0.9
%
 
3,983

 
1.0
%
14

Booz Allen Hamilton Inc
 
2

 
94,794

 
1.0
%
 
3,860

 
0.9
%
15

The International Justice Mission
 
1

 
74,481

 
0.8
%
 
3,802

 
0.9
%
16

Cushman & Wakefield U.S. Inc
 
1

 
58,641

 
0.6
%
 
3,784

 
0.9
%
17

DRS Tech Inc dba Finmeccanica
 
2

 
82,852

 
0.9
%
 
3,762

 
0.9
%
18

American Diabetes Association
 
1

 
80,998

 
0.9
%
 
3,355

 
0.8
%
19

Willis Towers Watson US LLC
 
1

 
61,653

 
0.7
%
 
2,923

 
0.7
%
20

National Consumer Cooperative
 
2

 
86,814

 
0.9
%
 
2,892

 
0.7
%
 
Other
 
862

 
4,322,195

 
46.1
%
 
182,689

 
44.4
%
 
Total
 
957

 
9,363,554

 
100.0
%
 
$
412,072

 
100.0
%
_______________
Note: Includes all in-place leases as of March 31, 2019 for office and retail space within JBG SMITH's operating portfolio. As signed but not yet commenced leases commence and tenants take occupancy, our tenant concentration will change.
(1) Excludes the WeLive lease at 2221 S. Clark Street.








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Page 30


INDUSTRY DIVERSITY
MARCH 31, 2019
(Unaudited)




dollars in thousands
 
 
 
At JBG SMITH Share
 
Industry
 
Number of Leases
 

Square Feet
 
% of Total
Square Feet
 
Annualized Rent
 
% of Total
Annualized Rent
1

Government
 
80

 
2,723,876

 
29.1
%
 
$
109,086

 
26.5
%
2

Government Contractors
 
102

 
1,680,646

 
17.9
%
 
75,943

 
18.4
%
3

Business Services
 
134

 
1,248,285

 
13.3
%
 
61,755

 
15.0
%
4

Member Organizations
 
78

 
922,213

 
9.8
%
 
43,786

 
10.6
%
5

Real Estate
 
46

 
446,241

 
4.8
%
 
21,935

 
5.3
%
6

Legal Services
 
38

 
267,775

 
2.9
%
 
14,635

 
3.6
%
7

Food and Beverage
 
117

 
258,635

 
2.8
%
 
14,053

 
3.4
%
8

Health Services
 
47

 
351,791

 
3.8
%
 
13,912

 
3.4
%
9

Communications
 
14

 
201,793

 
2.2
%
 
8,487

 
2.1
%
10

Educational Services
 
19

 
152,801

 
1.6
%
 
6,687

 
1.6
%
 
Other
 
282

 
1,109,498

 
11.8
%
 
41,793

 
10.1
%
 
Total
 
957

 
9,363,554

 
100.0
%
 
$
412,072

 
100.0
%
_______________
Note: Includes all in-place leases as of March 31, 2019 for office and retail space within JBG SMITH's operating portfolio.





logoverticaltransbluea04.jpg
 
Page 31


PORTFOLIO SUMMARY
MARCH 31, 2019
(Unaudited)




 
 
Number
of Assets
 
Rentable
Square Feet
 
Number of
Units
(1)
 
Estimated
Potential Development
Density
(2)
 
 
 
 
 
 
 
 
 
Wholly Owned
 
 
 
 
 
 
 
 
Operating
 
45

 
13,859,350

 
4,207

 

Under construction
 
5

 
1,285,516

 
721

 

Future development
 
24

 

 

 
17,913,500

Total
 
74

 
15,144,866

 
4,928

 
17,913,500

 
 
 
 
 
 
 
 
 
Real Estate Ventures
 
 
 
 
 
 
 
 
Operating
 
16

 
4,243,297

 
2,108

 

Under construction
 
4

 
1,181,735

 
755

 

Future development
 
16

 

 

 
4,217,500

Total
 
36

 
5,425,032

 
2,863

 
4,217,500

 
 
 
 
 
 
 
 
 
Total Portfolio
 
110

 
20,569,898

 
7,791

 
22,131,000

 
 
 
 
 
 
 
 
 
Total Portfolio (at JBG SMITH Share)
 
110

 
16,846,773

 
5,829

 
18,688,300


____________________
Note: At 100% share, unless otherwise indicated.
(1)
For assets under construction, represents estimated number of units based on current design plans.
(2)
Includes estimated potential office, multifamily and retail development density.










logoverticaltransbluea04.jpg
 
Page 32


PROPERTY TABLE - COMMERCIAL
MARCH 31, 2019
(Unaudited)




Commercial Assets
Submarket
%
Ownership

C/U
(1)
Same Store (2):
Q1 2018-2019 / YTD 2018-2019
Year Built /
Renovated
Total
Square Feet
Office
Square Feet
Retail
Square Feet
%
Leased
Office % Occupied
Retail % Occupied
Annualized
Rent
(in thousands)
Office
Annualized
Rent Per
Square
Foot (3)
Retail
Annualized
Rent Per
Square Foot (4)















DC














Universal Buildings
Uptown
100.0
%
C
Y / Y
1956 / 1990
659,896

568,821

91,075

98.2
%
97.1
%
99.6
%
$
32,610

$
50.07

$
54.72

2101 L Street
CBD
100.0
%
C
Y / Y
1975 / 2007
378,869

347,549

31,320

94.6
%
87.3
%
92.6
%
20,567

62.32

56.90

1730 M Street (5)
CBD
100.0
%
C
Y / Y
1964 / 1998
204,741

196,723

8,018

87.8
%
87.0
%
100.0
%
8,539

47.55

49.50

1600 K Street
CBD
100.0
%
C
Y / Y
1950 / 2000
82,299

69,908

12,391

100.0
%
100.0
%
100.0
%
4,265

49.06

67.39

1700 M Street
CBD
100.0
%
C
N / N
N/A
34,000









L’Enfant Plaza Office-East (5)
Southwest
49.0
%
U
Y / Y
1972 / 2012
397,296

397,296


89.5
%
89.5
%

17,582

49.46


L’Enfant Plaza Office-North
Southwest
49.0
%
U
Y / Y
1969 / 2014
299,476

280,002

19,474

95.7
%
85.4
%
85.9
%
11,613

47.42

16.38

L’Enfant Plaza Retail (5)
Southwest
49.0
%
U
Y / Y
1968 / 2014
119,361

16,596

102,765

76.3
%
100.0
%
72.5
%
4,641

36.50

54.19

The Foundry
Georgetown
9.9
%
U
Y / Y
1973 / 2017
221,204

214,350

6,854

84.0
%
83.5
%
100.0
%
8,780

47.47

41.24

1101 17th Street
CBD
55.0
%
U
Y / Y
1964 / 1999
211,193

201,435

9,758

90.6
%
80.9
%
82.7
%
8,861

50.93

69.29
















VA














Courthouse Plaza 1 and 2 (5)
Clarendon/Courthouse
100.0
%
C
Y / Y
1989 / 2013
633,256

576,063

57,193

83.8
%
82.2
%
99.6
%
$
22,814

$
43.97

$
35.02

Central Place Tower (5) (6)
Rosslyn
100.0
%
C
N / N
2018 / N/A
552,540

524,537

28,003

92.4
%
92.0
%
100.0
%
31,342

62.90

35.17

2121 Crystal Drive
National Landing
100.0
%
C
Y / Y
1985 / 2006
505,754

505,349

405

94.2
%
94.3
%

22,809

47.88


2345 Crystal Drive
National Landing
100.0
%
C
Y / Y
1988 / N/A
502,526

498,320

4,206

77.7
%
77.5
%
100.0
%
17,754

45.63

30.24

2231 Crystal Drive
National Landing
100.0
%
C
Y / Y
1987 / 2009
467,043

416,083

50,960

88.7
%
86.1
%
100.0
%
17,605

43.96

36.57

1550 Crystal Drive (7)
National Landing
100.0
%
C
Y / Y
1980 / 2001
451,673

451,673


96.0
%
87.7
%

15,726

39.69


RTC-West (7)
Reston
100.0
%
C
Y / Y
1988 / 2014
431,021

431,021


92.3
%
90.3
%

14,362

36.91


RTC-West Retail
Reston
100.0
%
C
N / N
2017 / N/A
40,025


40,025

91.9
%

91.9
%
2,362


64.20

2011 Crystal Drive
National Landing
100.0
%
C
Y / Y
1984 / 2006
440,046

433,284

6,762

90.9
%
90.8
%
49.7
%
16,852

42.36

56.74

2451 Crystal Drive
National Landing
100.0
%
C
Y / Y
1990 / N/A
398,329

386,639

11,690

70.7
%
69.8
%
100.0
%
11,948

42.72

35.59

1235 S. Clark Street
National Landing
100.0
%
C
Y / Y
1981 / 2007
384,187

335,841

48,346

88.9
%
81.5
%
100.0
%
12,382

41.71

20.05

241 18th Street S.
National Landing
100.0
%
C
Y / Y
1977 / 2013
359,509

333,019

26,490

90.1
%
62.1
%
91.5
%
8,494

38.06

25.58

251 18th Street S.
National Landing
100.0
%
C
Y / Y
1975 / 2013
342,155

292,984

49,171

99.2
%
100.0
%
94.7
%
13,869

41.91

34.13

1215 S. Clark Street
National Landing
100.0
%
C
Y / Y
1983 / 2002
336,159

333,546

2,613

100.0
%
100.0
%
100.0
%
10,862

32.31

32.80

201 12th Street S.
National Landing
100.0
%
C
Y / Y
1987 / N/A
329,813

318,688

11,125

91.4
%
91.1
%
100.0
%
10,828

35.73

40.79

800 North Glebe Road
Ballston
100.0
%
C
Y / Y
2012 / N/A
303,644

277,397

26,247

100.0
%
100.0
%
100.0
%
15,451

51.11

48.51

2200 Crystal Drive
National Landing
100.0
%
C
Y / Y
1968 / 2006
282,920

282,920


71.5
%
45.6
%

5,803

44.94


1901 South Bell Street
National Landing
100.0
%
C
Y / Y
1968 / 2008
276,987

275,063

1,924

100.0
%
100.0
%
100.0
%
10,621

38.58

4.48

1225 S. Clark Street
National Landing
100.0
%
C
Y / Y
1982 / 2013
276,952

264,102

12,850

92.4
%
47.1
%
100.0
%
4,929

37.68

19.11


logoverticaltransbluea04.jpg
 
Page 33


PROPERTY TABLE - COMMERCIAL
MARCH 31, 2019
(Unaudited)




Commercial Assets
Submarket
%
Ownership

C/U
(1)
Same Store (2):
Q1 2018-2019 / YTD 2018-2019
Year Built /
Renovated
Total
Square Feet
Office
Square Feet
Retail
Square Feet
%
Leased
Office % Occupied
Retail % Occupied
Annualized
Rent
(in thousands)
Office
Annualized
Rent Per
Square
Foot (3)
Retail
Annualized
Rent Per
Square Foot (4)
Crystal City Marriott (345 Rooms)
National Landing
100.0
%
C
Y / Y
1968 / 2013
266,000






$

$

$

2100 Crystal Drive
National Landing
100.0
%
C
Y / Y
1968 / 2006
249,281

249,281


98.8
%
98.8
%

10,345

42.02


200 12th Street S.
National Landing
100.0
%
C
Y / Y
1985 / 2013
202,736

202,736


86.7
%
86.7
%

7,779

44.26


2001 Jefferson Davis Highway
National Landing
100.0
%
C
Y / Y
1967 / N/A
159,838

159,838


65.7
%
65.7
%

3,503

33.34


1800 South Bell Street (7)
National Landing
100.0
%
C
N / N
1969 / 2007
69,621

45,142

24,479

100.0
%
100.0
%
100.0
%
2,425

48.66

9.33

Crystal City Shops at 2100
National Landing
100.0
%
C
Y / Y
1968 / 2006
59,574


59,574

86.3
%

86.3
%
785


15.28

Crystal Drive Retail
National Landing
100.0
%
C
Y / Y
2003 / N/A
56,965


56,965

97.3
%

97.3
%
3,046


54.98

Vienna Retail*
Vienna
100.0
%
C
Y / Y
1981 / N/A
8,584


8,584

100.0
%

100.0
%
468


54.58

Stonebridge at Potomac Town Center*
Prince William County
10.0
%
U
Y / Y
2012 / N/A
503,613


503,613

94.4
%

94.4
%
15,768


33.18

Pickett Industrial Park
Eisenhower Avenue
10.0
%
U
Y / Y
1973 / N/A
246,145

246,145


100.0
%
100.0
%

3,948

16.04


Rosslyn Gateway-North
Rosslyn
18.0
%
U
Y / Y
1996 / 2014
144,024

131,270

12,754

83.8
%
79.1
%
96.0
%
4,667

41.46

29.60

Rosslyn Gateway-South
Rosslyn
18.0
%
U
Y / Y
1961 / N/A
102,064

94,480

7,584

86.2
%
88.4
%
40.4
%
2,336

26.31

45.10


























MD














7200 Wisconsin Avenue
Bethesda CBD
100.0
%
C
Y / Y
1986 / 2015
267,826

250,874

16,952

79.0
%
77.6
%
100.0
%
$
10,133

$
47.02

$
57.57

One Democracy Plaza* (5)
Bethesda‑Rock Spring
100.0
%
C
Y / Y
1987 / 2013
212,894

210,756

2,138

96.9
%
96.9
%
100.0
%
6,626

32.13

29.60

4749 Bethesda Avenue Retail
Bethesda CBD
100.0
%
C
Y / Y
2016 / N/A
7,999


7,999

47.9
%

47.9
%
1,011


264.00

11333 Woodglen Drive
Rockville Pike Corridor
18.0
%
U
Y / Y
2004 / N/A
62,650

54,077

8,573

97.6
%
97.2
%
100.0
%
2,303

36.67

43.82


























Operating - Total / Weighted Average




12,542,688

10,873,808

1,368,880

90.3
%
85.9
%
93.1
%
$
459,414

$
43.92

$
38.78
















Under Construction














DC



















1900 N Street (5) (8)
CBD
55.0
%
U


271,433

258,931

12,502

65.2
%





500 L’Enfant Plaza (9)
Southwest
49.0
%
U


215,185

215,185


74.3
%





VA
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1770 Crystal Drive
National Landing
100.0
%
C
 
 
271,572

258,299

13,273

97.8
%
 
 
 
 
 
Central District Retail
National Landing
100.0
%
C
 
 
108,825


108,825

70.7
%
 
 
 
 
 

logoverticaltransbluea04.jpg
 
Page 34


PROPERTY TABLE - COMMERCIAL
MARCH 31, 2019
(Unaudited)




Commercial Assets
Submarket
%
Ownership

C/U
(1)
Same Store (2):
Q1 2018-2019 / YTD 2018-2019
Year Built /
Renovated
Total
Square Feet
Office
Square Feet
Retail
Square Feet
%
Leased
Office % Occupied
Retail % Occupied
Annualized
Rent
(in thousands)
Office
Annualized
Rent Per
Square
Foot (3)
Retail
Annualized
Rent Per
Square Foot (4)
MD



















4747 Bethesda Avenue (10)
Bethesda CBD
100.0
%
C


291,414

285,251

6,163

83.3
%





Under Construction - Total / Weighted Average




1,158,429

1,017,666

140,763

79.6
%




























Total / Weighted Average




13,701,117

11,891,474

1,509,643

89.4
%
























Totals at JBG SMITH Share














Operating assets





10,904,102

9,785,096

819,006

90.2
%
85.6
%
94.1
%
$
404,881

$
44.57

$
41.26

Under construction assets





926,530

791,392

135,137

82.1
%




















1,068,602.0




Number of Assets and Total Square Feet Reconciliation
 
 
 
 
Number of Assets
 
At 100% Share
 
At JBG SMITH Share
Operating Assets
 
 
Square Feet
 
Square Feet
Q4 2018
 
46

 
12,934,467

 
11,294,489

Placed into service
 

 

 

Dispositions (11)
 
(1
)
 
(388,562
)
 
(388,562
)
Out-of-service adjustment
 

 

 

Building re-measurements
 

 
(3,217
)
 
(1,825
)
Q1 2019
 
45

 
12,542,688

 
10,904,102




See footnotes on page 36.

logoverticaltransbluea04.jpg
 
Page 35


PROPERTY TABLE - COMMERCIAL
MARCH 31, 2019
(Unaudited)




Footnotes
Note: At 100% share, unless otherwise noted. Excludes our 10% subordinated interest in three commercial buildings held through a real estate venture in which we have no economic interest.
* Not Metro-Served.

(1)
“C” denotes a consolidated interest. “U” denotes an unconsolidated interest.
(2)
“Y” denotes an asset as same store and “N” denotes an asset as non-same store.
(3)
Represents annualized office rent divided by occupied office square feet; annualized retail rent and retail square feet are excluded from this metric. Occupied office square footage may differ from leased office square footage because leased office square footage includes leases that have been signed but have not yet commenced.
(4)
Represents annualized retail rent divided by occupied retail square feet. Occupied retail square footage may differ from leased retail square footage because leased retail square footage includes leases that have been signed but have not yet commenced.
(5)
The following assets are subject to ground leases:
    
Commercial Asset
 
Ground Lease Expiration Date
1730 M Street
 
4/30/2061
L'Enfant Plaza Office - East
 
11/23/2064
L'Enfant Plaza Retail
 
11/23/2064
Courthouse Plaza 1 and 2
 
1/19/2062
Central Place Tower*
 
6/2/2102
One Democracy Plaza
 
11/17/2084
1900 N Street**
 
5/31/2106
* We have an option to purchase the ground lease at a fixed price.
** Only a portion of the asset is subject to a ground lease.
(6)
In Q1 2019, CEB Tower at Central Place was renamed Central Place Tower.
(7)
The following assets contain space that is held for development or not otherwise available for lease. This out-of-service square footage is excluded from area, leased, and occupancy metrics.
    
Commercial Asset
 
In-Service
Not Available
for Lease
1550 Crystal Drive
 
451,673

43,655

RTC - West
 
431,021

17,988

1800 South Bell Street
 
69,621

150,321


(8)
Ownership percentage reflects expected dilution of JBG SMITH as contributions are funded during the construction of the asset. As of March 31, 2019, JBG SMITH's ownership interest was 63.7%.
(9)
In Q1 2019, L'Enfant Plaza Office-Southeast was renamed to 500 L'Enfant Plaza.
(10)
Includes JBG SMITH’s lease for approximately 84,400 square feet.
(11)
In February 2019, we sold Commerce Executive.


logoverticaltransbluea04.jpg
 
Page 36


PROPERTY TABLE - MULTIFAMILY
MARCH 31, 2019
(Unaudited)




Multifamily Assets
Submarket
%
Ownership

C/U
(1)
Same Store (2):
Q1 2018-2019 / YTD 2018-2019
Year Built /
Renovated
Number
of
Units
Total
Square
Feet
Multifamily
Square
Feet
Retail
Square
Feet
% Leased
Multifamily
%
Occupied
Retail
%
Occupied
Annualized
Rent
(in thousands)

Monthly
Rent Per
Unit (3) (4)

Monthly
Rent Per
Square
Foot (4) (5)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DC
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fort Totten Square
Brookland/Fort Totten
100.0
%
C
Y / Y
2015 / N/A
345

384,956

254,292

130,664

97.6
%
93.0
%
100.0
%
$
8,972

$
1,759

$
2.39

WestEnd25
West End
100.0
%
C
Y / Y
2009 / N/A
283

273,264

273,264


96.6
%
95.8
%

11,259

3,462

3.59

North End Retail
U Street/Shaw
100.0
%
C
Y / Y
2015 / N/A

27,355


27,355

100.0
%
N/A

100.0
%
1,493

N/A

N/A

The Gale Eckington
H Street/NoMa
5.0
%
U
Y / Y
2013 / 2017
603

466,716

465,516

1,200

95.7
%
91.7
%
100.0
%
13,596

2,043

2.65

Atlantic Plumbing
U Street/Shaw
64.0
%
U
Y / Y
2015 / N/A
310

245,527

221,788

23,739

98.3
%
95.5
%
100.0
%
10,120

2,533

3.54

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
VA
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
RiverHouse Apartments
National Landing
100.0
%
C
Y / Y
1960 / 2013
1,670

1,321,966

1,319,304

2,662

97.7
%
95.3
%
100.0
%
$
34,025

$
1,777

$
2.25

The Bartlett
National Landing
100.0
%
C
Y / Y
2016 / N/A
699

619,372

577,295

42,077

96.3
%
93.8
%
100.0
%
22,340

2,658

3.22

220 20th Street
National Landing
100.0
%
C
Y / Y
2009 / N/A
265

271,476

269,913

1,563

97.9
%
97.4
%
100.0
%
8,089

2,596

2.55

2221 S. Clark Street
National Landing
100.0
%
C
Y / Y
1964 / 2016
216

164,743

164,743


100.0
%
100.0
%

3,516

N/A

N/A

Fairway Apartments*
Reston
10.0
%
U
Y / Y
1969 / 2005
346

370,850

370,850


94.0
%
92.5
%

6,397

1,666

1.55

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
MD
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Falkland Chase-South & West
Downtown Silver Spring
100.0
%
C
Y / Y
1938 / 2011
268

222,797

222,797


97.7
%
95.9
%

$
5,230

$
1,696

$
2.04

Falkland Chase-North
Downtown Silver Spring
100.0
%
C
Y / Y
1938 / 1986
170

112,229

112,229


98.2
%
97.1
%

2,924

1,477

2.24

Galvan
Rockville Pike Corridor
1.8
%
U
Y / Y
2015 / N/A
356

390,641

295,033

95,608

95.9
%
92.7
%
96.8
%
10,629

1,784

2.15

The Alaire (6)
Rockville Pike Corridor
18.0
%
U
Y / Y
2010 / N/A
279

266,673

251,691

14,982

94.9
%
93.9
%
100.0
%
5,989

1,729

1.92

The Terano (6) (7)
Rockville Pike Corridor
1.8
%
U
Y / Y
2015 / N/A
214

195,864

183,496

12,368

95.8
%
94.4
%
76.2
%
4,494

1,739

2.03

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total / Weighted Average
 
 
 
 
6,024

5,334,429

4,982,211

352,218

96.8
%
94.6
%
98.3
%
$
149,073

$
2,048

$
2.47

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Recently Delivered 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DC
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1221 Van Street
Ballpark/Southeast
100.0
%
C
N / N
2018 / N/A
291

225,530

202,715

22,815

89.2
%
86.9
%
93.1
%
$
8,432

$
2,422

$
3.48

Operating - Total / Weighted Average
 
 
 
 
6,315

5,559,959

5,184,926

375,033

96.5
%
94.3
%
98.0
%
$
157,505

$
2,065

$
2.51

 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
Under Construction
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DC
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
West Half
Ballpark/Southeast
100.0
%
C
 
 
465

388,174

346,415

41,759

 
 
 
 
 
 
965 Florida Avenue (8)
U Street/Shaw
96.1
%
C
 
 
433

336,092

290,296

45,796

 
 
 
 
 
 
Atlantic Plumbing C
U Street/Shaw
100.0
%
C
 
 
256

225,531

206,057

19,474

 
 
 
 
 
 

logoverticaltransbluea04.jpg
 
Page 37


PROPERTY TABLE - MULTIFAMILY
MARCH 31, 2019
(Unaudited)




Multifamily Assets
Submarket
%
Ownership

C/U
(1)
Same Store (2):
Q1 2018-2019 / YTD 2018-2019
Year Built /
Renovated
Number
of
Units
Total
Square
Feet
Multifamily
Square
Feet
Retail
Square
Feet
% Leased
Multifamily
%
Occupied
Retail
%
Occupied
Annualized
Rent
(in thousands)

Monthly
Rent Per
Unit (3) (4)

Monthly
Rent Per
Square
Foot (4) (5)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
MD
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
7900 Wisconsin Avenue
Bethesda CBD
50.0
%
U
 
 
322

359,025

338,990

20,035

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Under Construction - Total
 
 
 
 
1,476

1,308,822

1,181,758

127,064

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
 
 
 
7,791

6,868,781

6,366,684

502,097

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Totals at JBG SMITH Share
 
 
 
 
 
 
 
 
 
 
 
 
 
 
In service assets
 
 
 
 
 
4,240

3,674,275

3,450,060

224,214

97.5
%
95.3
%
100.0
%
$
106,995

$
2,121

$
2.60

Recently delivered assets
 
 
 
 
 
291

225,530

202,715

22,815

89.2
%
86.9
%
93.1
%
8,432

2,422

3.48

Operating assets
 
 
 
 
 
4,531

3,899,805

3,652,775

247,029

97.0
%
94.8
%
99.3
%
115,427

2,139

2.64

Under construction assets
 
 
 
 
 
1,298

1,116,337

1,001,058

115,279

 
 
 
 
 
 
Number of Assets and Total Square Feet/Units Reconciliation
 
 
 
 
Number of Assets
 
At 100% Share
 
At JBG SMITH Share
Operating Assets
 
 
Square Feet/Units
 
Square Feet/Units
Q4 2018
 
16

 
 5,559,307 SF/ 6,315 Units

 
 3,899,297 SF/
4,531 Units

Placed into service
 

 

 

Out-of-service adjustment
 

 

 

Building re-measurements
 

 
 652 SF

 
 508 SF

Q1 2019
 
16

 
 5,559,959 SF/ 6,315 Units

 
 3,899,805 SF/
4,531 Units

Leasing Activity - Multifamily
 
Number of Assets
Number of Units
Monthly Rent Per Unit (3)
 
 Multifamily % Occupied
 
 Annualized Rent (in thousands)
 
Q1 2019
Q1 2018
% Change
 
Q1 2019
Q1 2018
% Change
 
Q1 2019
Q1 2018
% Change
DC
4

857

$
2,520

$
2,587

(2.6
)%
 
94.5
%
92.8
%
1.7
%
 
$
24,470

$
24,688

(0.9
)%
VA
4

2,669

2,087

2,087


 
95.1
%
94.0
%
1.1
%
 
63,560

62,820

1.2
 %
MD
5

498

1,625

1,655

(1.8
)%
 
96.0
%
95.0
%
1.0
%
 
9,336

9,258

0.8
 %
Total / Weighted Average
13

4,024

$
2,121

$
2,139

(0.8
)%
 
95.1
%
93.7
%
1.4
%
 
$
97,366

$
96,766

0.6
 %
Note: At JBG SMITH share. Includes assets placed in service prior to January 1, 2018. Excludes North End Retail and 2221 S. Clark Street (WeLive).

See footnotes on page 39.

logoverticaltransbluea04.jpg
 
Page 38


PROPERTY TABLE - MULTIFAMILY
MARCH 31, 2019
(Unaudited)




Footnotes

Note: At 100% share.
* Not Metro-Served.

(1)
“C” denotes a consolidated interest. “U” denotes an unconsolidated interest.
(2)
“Y” denotes an asset as same store and “N” denotes an asset as non-same store.
(3)
Represents multifamily rent divided by occupied multifamily units; retail rent is excluded from this metric. Occupied units may differ from leased units because leased units include leases that have been signed but have not yet commenced.
(4)
Excludes North End Retail and 2221 S. Clark Street (WeLive).
(5)
Represents multifamily rent divided by occupied multifamily square feet; retail rent and retail square feet are excluded from this metric. Occupied multifamily square footage may differ from leased multifamily square footage because leased multifamily square footage includes leases that have been signed but have not yet commenced.
(6)
The following assets are subject to ground leases:
    
Multifamily Asset
 
Ground Lease Expiration Date
The Alaire
 
3/27/2107
The Terano
 
8/5/2112
(7)
The following asset contains space that is held for development or not otherwise available for lease. This out-of-service square footage is excluded from area, leased, and occupancy metrics.
Multifamily Asset
 
In-Service
Not Available
for Lease
The Terano
 
195,864

3,904


(8)
Ownership percentage reflects expected dilution of JBG SMITH's real estate venture partner as contributions are funded during the construction of the asset. As of March 31, 2019, JBG SMITH's ownership interest was 90.2%.






logoverticaltransbluea04.jpg
 
Page 39


PROPERTY TABLE - UNDER CONSTRUCTION
MARCH 31, 2019
(Unaudited)




dollars in thousands, except per square foot data
%
Ownership
Estimated Square
Feet
% Pre-Leased

Pre-Lease Rent Per Square
Foot (1)
Estimated Number of Units
 
Schedule (2)
 
 
At JBG SMITH Share
 
 
Construction Start Date
Estimated Completion Date
Estimated Stabilization Date
 
Historical
Cost (3)
Estimated
Incremental
Investment
Estimated Total
Investment
Asset
Submarket
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
 
DC
 
 
 
 
 
 
 
 
 
 
 
 
 
1900 N Street (4)
CBD
55.0%
271,433

65.2
%
$
85.80

Q2 2017
Q2 2020
Q4 2022
 
$
99,752

$
24,137

$
123,889

500 L'Enfant Plaza
Southwest
49.0%
215,185

74.3
%
54.58

Q1 2017
Q1 2019
Q2 2021
 
43,366

3,876

47,242

VA
 
 
 
 
 
 
 
 
 
 
 
 
 
1770 Crystal Drive (5)
National Landing
100.0%
271,572

97.8
%
46.05

Q4 2018
Q2 2021
Q2 2021
 
44,467

75,475

119,942

Central District Retail (5)
National Landing
100.0%
108,825

70.7
%
47.35

Q4 2018
Q2 2021
Q4 2021
 
18,681

98,445

117,126

MD
 
 
 
 
 
 
 
 
 
 
 
 
 
4747 Bethesda Avenue (6)
Bethesda CBD
100.0%
291,414

83.3
%
61.78

Q2 2017
Q4 2019
Q2 2021
 
111,203

49,417

160,620

Total/weighted average
 
 
1,158,429

79.6
%
$
59.40

Q4 2017
Q3 2020
Q3 2021
 
$
317,469

$
251,350

$
568,819

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Multifamily
 
 
 
 
 
 
 
 
 
 
 
 
 
DC
 
 
 
 
 
 
 
 
 
 
 
 
 
West Half
Ballpark/Southeast
100.0%
388,174



465
Q1 2017
Q1 2020
Q1 2021
 
$
180,415

$
47,954

$
228,369

965 Florida Avenue (7)
U Street/Shaw
96.1%
336,092



433
Q4 2017
Q4 2020
Q1 2022
 
64,837

87,782

152,619

Atlantic Plumbing C
U Street/Shaw
100.0%
225,531



256
Q1 2017
Q4 2019
Q3 2020
 
131,834

26,819

158,653

MD
 
 
 
 
 
 
 
 
 
 
 
 
 
7900 Wisconsin Avenue
Bethesda CBD
50.0%
359,025



322
Q2 2017
Q3 2020
Q4 2021
 
51,382

43,033

94,415

Total/weighted average
 
1,308,822



1,476
Q2 2017
Q2 2020
Q2 2021
 
$
428,468

$
205,588

$
634,056

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Under Construction - Total / Weighted Average (8)
2,467,251

79.6
%
$
59.40

1,476
Q3 2017
Q2 2020
Q2 2021
 
$
745,937

$
456,938

$
1,202,875

Under Construction - Total / Weighted Average at JBG SMITH Share (8)
2,042,866

82.1
%
$
57.16

1,298
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
Multifamily
Total
 
 
 
 
 
 
 
Weighted average projected NOI yield at JBG SMITH share:
 
 
 
 
 
 
 
 
 
 
 
Estimated total project cost (9)
6.5
%
6.4
%
6.4
%
 
 
 
 
Consol
385,892

 
Estimated total investment
6.4
%
6.0
%
6.2
%
 
 
 
 
Unconsol
71,146

 
Estimated incremental investment
14.4
%
18.5
%
16.2
%
 
 
 
 
 
 
 
Estimated Stabilized NOI at JBG SMITH Share (dollars in millions)
$
36.3

$
37.9

$
74.2


 
 
 
 
 
 
____________________
Note: At 100% share, unless otherwise noted.
(1)
Based on leases signed as of March 31, 2019 and calculated as contractual monthly base rent before free rent, plus estimated tenant reimbursements for the month in which the lease commences, multiplied by 12. Triple net leases are converted to a gross basis by adding estimated tenant reimbursements to contractual monthly base rent.
(2)
Average dates are weighted by JBG SMITH share of estimated square feet.
(3)
Historical cost excludes certain GAAP adjustments, such as capitalized payroll, interest and ground lease costs. See definition of historical cost on page 50.
(4)
Ownership percentage reflects expected dilution of JBG SMITH as contributions are funded during the construction of the asset. As of March 31, 2019, JBG SMITH's ownership interest was 63.7%.
(5)
Historical cost of 1770 Crystal Drive and Central District Retail includes $4.4 million and $4.3 million of prior design costs not related to the current planned development.
(6)
Includes JBG SMITH’s lease for approximately 84,400 square feet.
(7)
Ownership percentage reflects expected dilution of JBG SMITH's real estate venture partner as contributions are funded during the construction of the asset. As of March 31, 2019, JBG SMITH's ownership interest was 90.2%.
(8)
Multifamily assets are excluded from the weighted average percent pre-leased and pre-lease rent per square foot metrics.
(9)
Estimated total project cost is estimated total investment excluding purchase price allocation adjustments recognized as a result of the Formation Transaction.

logoverticaltransbluea04.jpg
 
Page 40


PROPERTY TABLE - FUTURE DEVELOPMENT
MARCH 31, 2019
(Unaudited)

(Unaudited)



dollars in thousands, except per square foot data, at JBG SMITH share
 
Estimated Commercial SF / Multifamily Units to be Replaced (1)
 
 
 
 
 
Estimated Capitalized Cost of SF / Units to Be Replaced (4)
 
Estimated Capitalized Cost of Ground Rent Payments (5)
 
 
 
Estimated Total Investment per SF
 
 
Number of Assets
 
 
 
 
 
 
 
 
 
 
 
 
Estimated
Remaining Acquisition Cost
(3)
 
 
 
Estimated Total Investment
 
 
 
 
Estimated Potential Development Density (SF)
 
 
Historical Cost (2)
 
 
 
 
 
Region
 
 
Total
 
Office
 
Multifamily
 
Retail
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Owned
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DC
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DC
 
8

 
1,678,400

 
312,100

 
1,357,300

 
9,000

 

 
$
106,445

 
N/A
 
$

 
$

 
$
106,445

 
$
63.42

VA
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
National Landing
 
11

 
6,910,400

 
2,135,000

 
4,655,700

 
119,700

 
 229,459 SF

 
152,099

 
 N/A
 
36,600

 

 
188,699

 
27.31

Reston
 
4

 
2,589,200

 
924,800

 
1,462,400

 
202,000

 
 15 units

 
72,702

 
 N/A
 
2,760

 

 
75,462

 
29.14

Other VA
 
4

 
220,600

 
88,200

 
121,300

 
11,100

 
 21,544 SF

 
2,086

 
 N/A
 
5,024

 
2,480

 
9,590

 
43.47

 
 
19

 
9,720,200

 
3,148,000

 
6,239,400

 
332,800

 
 251,003 SF / 15 units

 
226,887

 
N/A
 
44,384

 
2,480

 
273,751

 
28.16

MD
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Silver Spring
 
1

 
1,276,300

 

 
1,156,300

 
120,000

 
 170 units

 
15,060

 
 N/A
 
35,133

 

 
50,193

 
39.33

Greater Rockville
 
4

 
126,500

 
19,200

 
88,600

 
18,700

 

 
3,256

 
 N/A
 

 
664

 
3,920

 
30.99

 
 
5

 
1,402,800

 
19,200

 
1,244,900

 
138,700

 
 170 units

 
18,316

 
 N/A
 
35,133

 
664

 
54,113

 
38.57

Total / weighted average
 
32

 
12,801,400

 
3,479,300

 
8,841,600

 
480,500

 
251,003 SF / 185 units

 
$
351,648

 
 N/A
 
$
79,517

 
$
3,144

 
$
434,309

 
$
33.93

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Optioned (6)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DC
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DC
 
3

 
1,793,600

 
78,800

 
1,498,900

 
215,900

 

 
$
18,730

 
$
25,051

 
$

 
$
71,113

 
$
114,894

 
$
64.06

VA
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other VA
 
1

 
11,300

 

 
10,400

 
900

 

 
87

 
995

 

 

 
1,082

 
95.75

Total / weighted average
 
4

 
1,804,900

 
78,800

 
1,509,300

 
216,800

 

 
$
18,817

 
$
26,046

 
$

 
$
71,113

 
$
115,976

 
$
64.26

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Held for Sale
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
VA
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
National Landing (7)
 
4

 
4,082,000

 
4,082,000

 

 

 

 
$
167,046

 
 N/A
 
$

 
$

 
$
167,046

 
$
40.92

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total / Weighted Average
 
40

 
18,688,300

 
7,640,100

 
10,350,900

 
697,300

 
251,003 SF / 185 units

 
$
537,511

 
$
26,046

 
$
79,517

 
$
74,257

 
$
717,331

 
$
38.38

____________________
(1)
Represents management's estimate of the total office and/or retail rentable square feet and multifamily units that would need to be redeveloped to access some of the estimated potential development density.
(2)
Historical cost includes certain intangible assets, such as option and transferable density rights values; and excludes certain GAAP adjustments, such as capitalized payroll, interest and ground lease costs. See definition of historical cost on page 50.
(3)
Represents management's estimate of remaining deposits, option payments, and option strike prices as of March 31, 2019.
(4)
Capitalized value of estimated commercial square feet / multifamily units to be replaced, which generated approximately $1.2 million of NOI for the three months ended March 31, 2019 (included in the NOI of the applicable operating segment), at a 6.0% capitalization rate. The annualized NOI for 1800 South Bell Street is excluded from this calculation.
(5)
Capitalized value of stabilized annual ground rent payments associated with leasehold assets at a 5.0% capitalization rate. Two owned parcels and one optioned parcel are leasehold interests with estimated annual stabilized ground rent payments totaling $3.7 million.
(6)
March 31, 2019, the weighted average remaining term for the optioned future development assets is 5.4 years.
(7)
Includes 4.1 million square feet of estimated potential development density that JBG SMITH has sold to Amazon pursuant to executed purchase and sale agreements. Subject to customary closing conditions, Amazon is expected to pay $293.9 million for the assets.


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Page 41


DISPOSITION ACTIVITY
MARCH 31, 2019
(Unaudited)




Disposition Activity (1):
dollars in thousands, at JBG SMITH share
 
 
 
 
Total Square Feet/
Estimated Potential Development Density
Gross Sales Price
Net Cash Proceeds
Book Gain
Assets
Ownership Percentage
Asset Type
 
Location
Date Disposed
 
 
 
 
 
 
 
 
 
 
 
Q1 2019
 
 
 
 
 
 
 
 
 
Commerce Executive / Commerce Metro Land (2)
100.0%
Commercial / Future Development
 
Reston, VA
February 4, 2019
 388,562 / 894,000
$
114,950

$
117,676

$
39,033


_______________
Note: For the three months ended March 31, 2019, the disposed asset generated $0.5 million of NOI.
(1)
As of March 31, 2019, Pen Place and Mets 6, 7 and 8 were classified as held for sale in our condensed consolidated balance sheet. In March 2019, we entered into agreements for the sale of Pen Place and Mets 6, 7 and 8, Future Development assets having an aggregate estimated potential development density of up to approximately 4.1 million square feet, with Amazon for its additional headquarters.
(2)
Cash proceeds include the reimbursement of $4.0 million of tenant improvement costs and leasing commissions paid by us prior to the closing.



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Page 42


DEBT SUMMARY
MARCH 31, 2019
(Unaudited)




dollars in thousands, at JBG SMITH share
 
2019
 
2020
 
2021
 
2022
 
2023
 
Thereafter
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated and Unconsolidated Principal Balance
 
 
 
 
 
 
 
 
 
 
 
Unsecured Debt:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revolving credit facility ($1 billion commitment)
 
$

 
$

 
$

 
$

 
$

 
$

 
$

 
Term loans ($400 million commitment)
 

 

 

 

 
100,000

 
200,000

 
300,000

Total unsecured debt
 

 

 

 

 
100,000

 
200,000

 
300,000

 
Secured Debt:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated principal balance
 
181,898

 
97,141

 
331,459

 
327,500

 
176,804

 
726,784

 
1,841,586

 
Unconsolidated principal balance
 
118,851

 
43,336

 

 
74,253

 
20,941

 
46,770

 
304,151

Total secured debt
 
300,749

 
140,477

 
331,459

 
401,753

 
197,745

 
773,554

 
2,145,737

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Consolidated and Unconsolidated Principal
   Balance
 
$
300,749

 
$
140,477

 
$
331,459

 
$
401,753

 
$
297,745

 
$
973,554

 
$
2,445,737

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
% of total debt maturing
 
12.3
%
 
5.7
%
 
13.6
%
 
16.4
%
 
12.2
%
 
39.8
%
 
100.0
%
 
% floating rate (1)
 
100.0
%
 
21.8
%
 
4.2
%
 
54.8
%
 

 
21.4
%
 
31.6
%
 
% fixed rate (2)
 

 
78.2
%
 
95.8
%
 
45.2
%
 
100.0
%
 
78.6
%
 
68.4
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted Average Interest Rates
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Variable rate
 
4.99
%
 
6.13
%
 
3.76
%
 
4.19
%
 

 
4.05
%
 
4.53
%
 
Fixed rate
 

 
3.32
%
 
4.11
%
 
4.12
%
 
4.49
%
 
4.19
%
 
4.16
%
Total Weighted Average Interest Rates
 
4.99
%
 
3.93
%
 
4.09
%
 
4.16
%
 
4.49
%
 
4.16
%
 
4.28
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Credit Facility
 
 
 
 
 
 
 
 
 
Revolving Credit
Facility
 
Tranche A-1 Term Loan
 
Tranche A-2 Term Loan
 
Total/Weighted Average
 
 
 
 
 
2,141,586

Credit limit
 
$
1,000,000

 
$
200,000

 
$
200,000

 
$
1,400,000

 
 
 
 
 
2.12
%
Outstanding principal balance
 
$

 
$
100,000

 
$
200,000

 
$
300,000

 
 
 
 
 
 
Letters of credit
 
$
5,794

 
$

 
$

 
$
5,794

 
 
 
 
 
 
Undrawn capacity
 
$
994,206

 
$
100,000

 
$

 
$
1,094,206

 
 
 
 
 
 
Interest rate spread (3)
 
1.10
%
 
1.20
%
 
1.55
%
 
1.43
%
 
 
 
 
 
 
All-In interest rate (4)
 
3.59
%
 
3.32
%
 
4.04
%
 
3.80
%
 
 
 
 
 
 
Initial maturity date
 
Jul-21

 
Jan-23

 
Jul-24

 

 
 
 
 
 
 
Delayed draw availability period

 
Jul-19

 

 

 
 
 
 
 
 
____________________
(1)
Floating rate debt includes floating rate loans with interest rate caps.
(2)
Fixed rate debt includes floating rate loans with interest rate swaps.
(3)
The interest rate for the revolving credit facility excludes a 0.15% facility fee.
(4)
The all-in interest rate is inclusive of interest rate swaps. As of March 31, 2019, only the $100 million outstanding balance on the Tranche A-1 Term Loan had been swapped.



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Page 43


DEBT BY INSTRUMENT
MARCH 31, 2019
(Unaudited)




dollars in thousands


Asset

% Ownership

Principal
Balance
Stated
Interest
Rate
Interest
Rate
Hedge
Current
Annual
Interest Rate (1)
Initial
Maturity
Date
Extended
Maturity
Date (2)
 
 
 
 
 
 
 
 
Consolidated
 
 
 
 
 
 
 
Courthouse Plaza 1 and 2
100.0
%

L + 1.60%
4.09
%
05/10/19
05/10/20
RTC - West
100.0
%
97,141

L + 1.50%
Swap
3.33
%
04/12/20
04/12/21
WestEnd25
100.0
%
97,459

4.88%
Fixed
4.88
%
06/01/21
06/01/21
Universal Buildings
100.0
%
181,898

L + 1.90%
Cap
4.39
%
08/12/19
08/12/21
The Bartlett (3)
100.0
%
220,000

L + 1.70%
4.19
%
06/20/22
06/20/22
Credit Facility - Revolving Credit Facility
100.0
%

L + 1.10%
3.59
%
07/16/21
07/16/22
Credit Facility -Tranche A-1 Term Loan
100.0
%
100,000

L + 1.20%
Swap
3.32
%
01/18/23
01/18/23
2121 Crystal Drive
100.0
%
136,050

5.51%
Fixed
5.51
%
03/01/23
03/01/23
Falkland Chase - South & West
100.0
%
40,754

3.78%
Fixed
3.78
%
06/01/23
06/01/23
Central Place Tower (4)
100.0
%
234,000

L + 1.65%
Swap
3.76
%
11/07/21
11/07/23
800 North Glebe Road
100.0
%
107,500

L + 1.60%
Swap
3.60
%
06/30/22
06/30/24
Credit Facility - Tranche A-2 Term Loan (5)
100.0
%
200,000

L + 1.55%
Swap
4.39
%
07/18/24
07/18/24
2101 L Street
100.0
%
136,655

3.97%
Fixed
3.97
%
08/15/24
08/15/24
201 12th Street S., 200 12th Street S., and 251 18th Street S.
100.0
%
83,319

7.94%
Fixed
7.94
%
01/01/25
01/01/25
RiverHouse Apartments
100.0
%
307,710

L + 1.28%
Swap
3.47
%
04/01/25
04/01/25
Fort Totten Square (3)
100.0
%
73,600

L + 1.35%
Swap
3.77
%
05/18/25
05/18/25
1730 M Street
100.0
%
47,500

L + 1.25%
Swap
3.92
%
12/21/25
12/21/25
1235 S. Clark Street
100.0
%
78,000

3.94%
Fixed
3.94
%
11/01/27
11/01/27
Total Consolidated Principal Balance
 
2,141,586

 
 
 
 
 
Premium / (discount) recognized as a result of the Formation Transaction
1,214

 



 
Deferred financing costs - mortgage loans
 
(6,958
)
 
1,569,349

 
 
 
Deferred financing costs - credit facility (6)
 
(7,039
)
 
1,060,951

 
 
 
Total Consolidated Indebtedness
 
$
2,128,803

 
1,369,349

 
 
 
 
 
 
 
 
 
 
 
Total Consolidated Indebtedness (net of premium / (discount) and deferred financing costs)
 
 
 
 
 
Mortgages payable
 
$
1,835,842

 
 
 
 
 
Revolving credit facility
 


4,316

 
 
 
Deferred financing costs, net - credit facility (included in other assets)
(4,316
)
 
 
 
 
 
Unsecured term loan
 
297,277

 
 
 
 
 
Total Consolidated Indebtedness
 
$
2,128,803


 
 
 
 
 
 
 
 
 
 
 
 

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Page 44


DEBT BY INSTRUMENT
MARCH 31, 2019
(Unaudited)




dollars in thousands


Asset

% Ownership

Principal
Balance
Stated
Interest
Rate
Interest
Rate
Hedge
Current
Annual
Interest Rate (1)
Initial
Maturity
Date
Extended
Maturity
Date (2)
 
 
 
 
 
 
 
 
Unconsolidated
 
 
 
 
 
 
 
11333 Woodglen Drive
18.0
%
12,695

L + 1.90%
Swap
3.52
%
01/01/20
01/01/20
Galvan
1.8
%
89,500

L + 1.75%
Cap
4.24
%
03/06/20
03/06/21
Rosslyn Gateway - North, Rosslyn Gateway - South
18.0
%
49,666

L + 2.00%
Cap
3.00
%
11/17/19
11/17/21
The Foundry
9.9
%
58,000

L + 1.85%
Cap
4.34
%
12/12/19
12/12/21
L'Enfant Plaza Office - North, L'Enfant Plaza Office - East, L'Enfant
   Plaza Retail (7)
49.0
%
212,626

L + 3.65%
6.25
%
05/08/19
05/08/22
500 L'Enfant Plaza
49.0
%
59,146

L + 3.75%
Cap
6.24
%
05/08/20
05/08/22
Atlantic Plumbing
64.0
%
100,000

L + 1.50%
3.99
%
11/08/22
11/08/22
Stonebridge at Potomac Town Center
10.0
%
104,611

L + 1.70%
Swap
3.25
%
12/10/20
12/10/22
The Alaire
18.0
%
48,000

L + 1.82%
Cap
4.31
%
03/01/25
03/01/25
1101 17th Street
55.0
%
60,000

L + 1.25%
Swap
4.13
%
06/13/25
06/13/25
Fairway Apartments
10.0
%
47,115

L + 1.50%
Swap
3.60
%
07/01/22
07/01/25
7900 Wisconsin Avenue
50.0
%
4,316

4.82%
Fixed
4.82
%
07/15/25
07/15/25
The Gale Eckington
5.0
%
110,813

L + 1.60%
Swap
3.56
%
07/31/22
07/31/25
Pickett Industrial Park
10.0
%
23,600

L + 1.45%
Swap
3.56
%
09/04/25
09/04/25
The Terano
1.8
%
$
34,000

L + 1.35%
Swap
4.45
%
11/09/25
11/09/25
Wardman Park
16.7
%
125,644

4.77%
Fixed
4.77
%
02/01/23
02/01/28
Total Unconsolidated Principal Balance
 
1,139,732

 
 
 
 
 
Deferred financing costs
 
(1,858
)
 
 
 
 
 
Total Unconsolidated Indebtedness
 
$
1,137,874

 
 
 
 
 
 
 
 
 
 
 
 
 
Principal Balance at JBG SMITH Share
 
 
 
 
 
 
 
Consolidated principal balance at JBG SMITH share
 
$
2,141,586

 
 
 
 
 
Unconsolidated principal balance at JBG SMITH share
 
304,151

2
%
 
 
 
 
Total Consolidated and Unconsolidated Principal Balance at JBG SMITH Share
$
2,445,737

 
 
 
 
 
 
 
 
 
 
 
 
 
Indebtedness at JBG SMITH Share (net of premium / (discount) and deferred financing costs)
 
 
 
 
 
Consolidated indebtedness at JBG SMITH Share
 
$
2,128,803


 
 
 
 
Unconsolidated indebtedness at JBG SMITH Share
 
303,397

 
 
 
 
 
Total Consolidated and Unconsolidated Indebtedness at JBG SMITH Share
$
2,432,200

2.43

 
 
 
 
____________________
(1)
March 31, 2019 one-month LIBOR of 2.49% applied to loans which are denoted as floating (no swap) or floating with a cap, except as otherwise noted.
(2)
Represents the maturity date based on execution of all extension options. Many of these extensions are subject to lender covenant tests.
(3)
In April 2019, we repaid the mortgage debt at The Bartlett and Fort Totten Square.
(4)
The notional amount of the Central Place Tower interest rate swap as of March 31, 2019 was $220.0 million.
(5)
The notional amount of the Tranche A-2 Term Loan interest rate swap as of March 31, 2019 was $64.0 million.
(6)
As of March 31, 2019, net deferred financing costs related to our revolving credit facility totaling $4.3 million were included in "Other assets, net" in our condensed consolidated balance sheet.
(7)
The base rate for this loan is three-month LIBOR, which was 2.60% as of March 31, 2019.

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Page 45


CONSOLIDATED REAL ESTATE VENTURES
MARCH 31, 2019
(Unaudited)




 
 Asset Type
City
 Submarket
% Ownership

Total Square Feet
MRP Realty
 
 
 
 
 
965 Florida Avenue (1)
Multifamily
Washington, DC
U Street/Shaw
96.1
%
336,092

 
 
 
 
 
 
Total Consolidated Real Estate Ventures
 
 
 
 
336,092


____________________

Note: Total square feet at 100% share.

(1)
Ownership percentage reflects expected dilution of JBG SMITH's real estate venture partner as contributions are funded during the construction of the asset. As of March 31, 2019, JBG SMITH's ownership interest was 90.2%.




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Page 46


UNCONSOLIDATED REAL ESTATE VENTURES
 
MARCH 31, 2019
(Unaudited)





 
 Asset Type
City
 Submarket
% Ownership

Total Square Feet
Landmark
 
 
 
 
 
L'Enfant Plaza Office - East
Commercial
Washington, DC
Southwest
49.0
%
397,296

L'Enfant Plaza Office - North
Commercial
Washington, DC
Southwest
49.0
%
299,476

500 L'Enfant Plaza
Commercial
Washington, DC
Southwest
49.0
%
215,185

L'Enfant Plaza Retail
Commercial
Washington, DC
Southwest
49.0
%
119,361

Rosslyn Gateway - North
Commercial
Arlington, VA
Rosslyn
18.0
%
144,024

Rosslyn Gateway - South
Commercial
Arlington, VA
Rosslyn
18.0
%
102,064

11333 Woodglen Drive
Commercial
Rockville, MD
Rockville Pike Corridor
18.0
%
62,650

Galvan
Multifamily
Rockville, MD
Rockville Pike Corridor
1.8
%
390,641

The Alaire
Multifamily
Rockville, MD
Rockville Pike Corridor
18.0
%
266,673

The Terano
Multifamily
Rockville, MD
Rockville Pike Corridor
1.8
%
195,864

NoBe II Land
Future Development
Rockville, MD
Rockville Pike Corridor
18.0
%
589,000

Rosslyn Gateway - South Land
Future Development
Arlington, VA
Rosslyn
18.0
%
498,500

Rosslyn Gateway - North Land
Future Development
Arlington, VA
Rosslyn
18.0
%
311,000

L'Enfant Plaza Office - Center
Future Development
Washington, DC
Southwest
49.0
%
350,000

Courthouse Metro Land
Future Development
Arlington, VA
Clarendon/Courthouse
18.0
%
286,500

Courthouse Metro Land - Option
Future Development
Arlington, VA
Clarendon/Courthouse
18.0
%
62,500

5615 Fishers Drive
Future Development
Rockville, MD
Rockville Pike Corridor
18.0
%
106,500

12511 Parklawn Drive
Future Development
Rockville, MD
Rockville Pike Corridor
18.0
%
6,500

Woodglen
Future Development
Rockville, MD
Rockville Pike Corridor
18.0
%

 
 
 
 
 
4,403,734

 
 
 
 
 
 
CBREI Venture
 
 
 
 
 
Stonebridge at Potomac Town Center
Commercial
Woodbridge, VA
Prince William County
10.0
%
503,613

Pickett Industrial Park
Commercial
Alexandria, VA
Eisenhower Avenue
10.0
%
246,145

The Foundry
Commercial
Washington, DC
Georgetown
9.9
%
221,204

The Gale Eckington
Multifamily
Washington, DC
H Street/NoMa
5.0
%
466,716

Fairway Apartments
Multifamily
Reston, VA
Reston
10.0
%
370,850

Atlantic Plumbing
Multifamily
Washington, DC
U Street/Shaw
64.0
%
245,527

Fairway Land
Future Development
Reston, VA
Reston
10.0
%
526,200

Stonebridge at Potomac Town Center - Land
Future Development
Woodbridge, VA
Prince William County
10.0
%
232,700

 
 
 
 
 
2,812,955

 
 
 
 
 
 

logoverticaltransbluea04.jpg
 
Page 47


UNCONSOLIDATED REAL ESTATE VENTURES
 
MARCH 31, 2019
(Unaudited)





 
 Asset Type
City
 Submarket
% Ownership

Total Square Feet
Canadian Pension Plan Investment Board
 
 
 
 
 
1900 N Street (1)
Commercial
Washington, DC
CBD
55.0
%
271,433

1101 17th Street
Commercial
Washington, DC
CBD
55.0
%
211,193

 
 
 
 
 
482,626

 
 
 
 
 
 
Forest City
 
 
 
 
 
Waterfront Station
Future Development
Washington, DC
Southwest
2.5
%
662,600

 
 
 
 
 
 
Brandywine
 
 
 
 
 
1250 1st Street
Future Development
Washington, DC
NoMa
30.0
%
265,800

51 N Street
Future Development
Washington, DC
NoMa
30.0
%
177,500

50 Patterson Street
Future Development
Washington, DC
NoMa
30.0
%
142,200

 
 
 
 
 
585,500

 
 
 
 
 
 
Berkshire Group
 
 
 
 
 
7900 Wisconsin Avenue
Multifamily
Bethesda, MD
Bethesda CBD
50.0
%
359,025

 
 
 
 
 
 
CIM Group / Pacific Life Insurance Company
 
 
 
 
 
Wardman Park
Future Development
Washington, DC
Woodley Park
16.7
%

 
 
 
 
 
 
Total Unconsolidated Real Estate Ventures
 
 
 
 
9,306,440

 
 
 
 
 
 
____________________

Note: Total square feet at 100% share.

(1)
Ownership percentage reflects expected dilution of JBG SMITH as contributions are funded during the construction of the asset. As of March 31, 2019, JBG SMITH's ownership interest was 63.7%.




logoverticaltransbluea04.jpg
 
Page 48


DEFINITIONS
MARCH 31, 2019



Annualized Rent
“Annualized rent” is defined as (i) for commercial assets, or the retail component of a mixed-use asset, the in-place monthly base rent before free rent, plus tenant reimbursements as of March 31, 2019, multiplied by 12, with triple net leases converted to a gross basis by adding estimated tenant reimbursements to monthly base rent, and (ii) for multifamily assets, or the multifamily component of a mixed-use asset, the in-place monthly base rent before free rent as of March 31, 2019, multiplied by 12. Annualized rent excludes rent from signed but not yet commenced leases.
Annualized Rent Per Square Foot
“Annualized rent per square foot” is defined as (i) for commercial assets, annualized office rent divided by occupied office square feet and annualized retail rent divided by occupied retail square feet; and (ii) for multifamily assets, monthly multifamily rent divided by occupied multifamily square feet; annualized retail rent and retail square feet are excluded from this metric. Occupied square footage may differ from leased square footage because leased square footage includes leases that have been signed but have not yet commenced.
Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"), EBITDA for Real Estate ("EBITDAre") and Adjusted EBITDA
Management uses EBITDA and EBITDAre, non-GAAP financial measures, as supplemental operating performance measures and believes they help investors and lenders meaningfully evaluate and compare our operating performance from period-to-period by removing from our operating results the impact of our capital structure (primarily interest charges from our consolidated outstanding debt and the impact of our interest rate swaps) and certain non-cash expenses (primarily depreciation and amortization on our assets). EBITDAre is computed in accordance with the definition established by NAREIT. NAREIT defines EBITDAre as GAAP net income (loss) adjusted to exclude interest expense, income taxes, depreciation and amortization expenses, gains on sales of real estate and impairment losses of real estate, including our share of such adjustments of unconsolidated real estate ventures. These supplemental measures may help investors and lenders understand our ability to incur and service debt and to make capital expenditures. EBITDA and EBITDAre are not substitutes for net income (loss) (computed in accordance with GAAP) and may not be comparable to similarly titled measures used by other companies.
“Adjusted EBITDA,” a non-GAAP financial measure, represents EBITDAre adjusted for items we believe are not representative of ongoing operating results, such as transaction and other costs, gain (loss) on the extinguishment of debt, distributions in excess of our investment in consolidated real estate ventures, gain on the bargain purchase of a business, lease liability adjustments and share-based compensation expense related to the Formation Transaction and special equity awards. We believe that adjusting such items not considered part of our comparable operations, provides a meaningful measure to evaluate and compare our performance from period-to-period.
Because EBITDA, EBITDAre and Adjusted EBITDA have limitations as analytical tools, we use EBITDA, EBITDAre and Adjusted EBITDA to supplement GAAP financial measures. Additionally, we believe that users of these measures should consider EBITDA, EBITDAre and Adjusted EBITDA in conjunction with net income (loss) and other GAAP measures in understanding our operating results. A reconciliation of net income (loss) to EBITDA, EBITDAre and Adjusted EBITDA is presented on page 15.
Estimated Potential Development Density
‘‘Estimated potential development density’’ reflects management’s estimate of developable gross square feet based on our current business plans with respect to real estate owned or controlled as of March 31, 2019. Our current business plans may contemplate development of less than the maximum potential development density for individual assets. As market conditions change, our business plans, and therefore, the Estimated Potential Development Density, could change accordingly. Given timing, zoning requirements and other factors, we make no assurance that estimated potential development density amounts will become actual density to the extent we complete development of assets for which we have made such estimates.
Free Rent
‘‘Free rent’’ means the amount of base rent and tenant reimbursements that are abated according to the applicable lease agreement(s).
Funds from Operations ("FFO"), Core FFO and Funds Available for Distribution ("FAD")
FFO is a non-GAAP financial measure computed in accordance with the definition established by NAREIT in the NAREIT FFO White Paper - 2018 Restatement issued in 2018. NAREIT defines FFO as “net income (computed in accordance with GAAP), excluding depreciation and amortization related to real estate, gains and losses from the sale of certain real estate assets, gains and losses from change in control and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity."
"Core FFO" represents FFO adjusted to exclude items (net of tax) which we believe are not representative of ongoing operating results, such as transaction and other costs, gains (or losses) on extinguishment of debt, gain on the bargain purchase of a business, distributions in excess of our investment in consolidated real estate ventures, share-based compensation expense related to the Formation Transaction and special equity awards, lease liability adjustments, amortization of the management contracts intangible and the mark-to-market of derivative instruments.
"FAD" is a non-GAAP financial measure and represents FFO less recurring tenant improvements, leasing commissions and other capital expenditures, net deferred rent activity, third-party lease liability assumption payments, recurring share-based compensation expense, accretion of acquired below-market leases, net of amortization of acquired above-market leases, amortization of debt issuance costs and other non-cash income and charges. FAD is presented solely as a supplemental disclosure that management believes provides useful information as it relates to our ability to fund dividends.
We believe FFO, Core FFO and FAD are meaningful non‑GAAP financial measures useful in comparing our levered operating performance from period-to-period and as compared to similar real estate companies because these non‑GAAP measures exclude real estate depreciation and amortization expense and other non-comparable income and expenses, which implicitly assumes that the value of real estate diminishes predictably over time rather than fluctuating based on market conditions. FFO, Core FFO and FAD do not represent cash generated from operating activities and

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DEFINITIONS
MARCH 31, 2019



are not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income (loss) (computed in accordance with GAAP) as a performance measure or cash flow as a liquidity measure. FFO, Core FFO and FAD may not be comparable to similarly titled measures used by other companies. A reconciliation of net income to FFO, Core FFO and FAD is presented on pages 16-17.
Future Development
“Future development” refers to assets that are development opportunities on which we do not intend to commence construction within 18 months of March 31, 2019 where we (i) own land or control the land through a ground lease or (ii) are under a long-term conditional contract to purchase, or enter into a leasehold interest with respect to land.
Historical Cost, Estimated Incremental Investment, Estimated Total Investment and Estimated Total Project Cost
“Historical cost” is a non-GAAP measure which includes the total historical cost incurred by JBG SMITH with respect to the development of an asset, including any acquisition costs, hard costs, soft costs, tenant improvements (excluding free rent converted to tenant improvement allowances), leasing costs and other similar costs, but excluding any financing costs, ground rent expenses and capitalized payroll costs incurred as of March 31, 2019.
“Estimated incremental investment” means management’s estimate of the remaining cost to be incurred in connection with the development of an asset as of March 31, 2019, including all remaining acquisition costs, hard costs, soft costs, tenant improvements (excluding free rent converted to tenant improvement allowances), leasing costs and other similar costs to develop and stabilize the asset but excluding any financing costs, ground rent expenses and capitalized payroll costs.
“Estimated total investment” means, with respect to the development of an asset, the sum of the historical cost in such asset and the estimated incremental investment for such asset.
"Estimated total project cost" is estimated total investment excluding purchase price allocation adjustments recognized as a result of the Formation Transaction.
Actual incremental investment, actual total investment and actual total project cost may differ substantially from our estimates due to numerous factors, including unanticipated expenses, delays in the estimated start and/or completion date, changes in design and other contingencies.
In Service
‘‘In service’’ refers to commercial or multifamily assets that are at or above 90% leased or have been operating and collecting rent for more than 12 months as of March 31, 2019.
Metro-Served
Metro-served means locations, submarkets or assets that are generally nearby and within walking distance of a Metro station, defined as being within 0.5 miles of an existing or planned Metro station.
Monthly Rent Per Unit
For multifamily assets, represents multifamily rent for the month ended March 31, 2019 divided by occupied units; retail rent is excluded from this metric.
Near-Term Development
‘‘Near-term development’’ refers to assets that have substantially completed the entitlement process and on which we intend to commence construction within 18 months following March 31, 2019, subject to market conditions.
Net Operating Income ("NOI"), Adjusted Annualized NOI, Estimated Stabilized NOI and Projected NOI Yield
“NOI” is a non-GAAP financial measure management uses to measure the operating performance of our assets and consists of property-related revenue (which includes base rent, tenant reimbursements and other operating revenue, net of free rent and payments associated with assumed lease liabilities) less operating expenses and ground rent, if applicable. NOI also excludes deferred rent, related party management fees, interest expense, and certain other non-cash adjustments, including the accretion of acquired below-market leases and amortization of acquired above-market leases and below-market ground lease intangibles. Annualized NOI, for all assets except Crystal City Marriott, represents NOI for the three months ended March 31, 2019 multiplied by four. Due to seasonality in the hospitality business, annualized NOI for Crystal City Marriott represents the trailing twelve-month NOI as of March 31, 2019. Management believes Annualized NOI provides useful information in understanding JBG SMITH’s financial performance over a 12-month period, however, investors and other users are cautioned against attributing undue certainty to our calculation of Annualized NOI. Actual NOI for any 12-month period will depend on a number of factors beyond our ability to control or predict, including general capital markets and economic conditions, any bankruptcy, insolvency, default or other failure to pay rent by one or more of our tenants and the destruction of one or more of our assets due to terrorist attack, natural disaster or other casualty, among others. We do not undertake any obligation to update our calculation to reflect events or circumstances occurring after the date of this Investor Package. There can be no assurance that the annualized NOI shown will reflect JBG SMITH’s actual results of operations over any 12-month period. We also report adjusted annualized NOI which includes signed but not yet commenced leases and incremental revenue from recently delivered assets assuming stabilization. While we believe adjusted annualized NOI provides useful information regarding potential future NOI from our assets, it does not account for any decrease in NOI for lease terminations, defaults or other negative events that could affect NOI and therefore, should not be relied upon as indicative of future NOI.
This Investor Package also contains management’s estimate of stabilized NOI and projections of NOI yield for under construction and near-term development assets, which are based on management’s estimates of property-related revenue and operating expenses for each asset. These estimates are inherently uncertain and represent management’s plans, expectations and beliefs and are subject

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DEFINITIONS
MARCH 31, 2019



to numerous assumptions, risks and uncertainties. The property-related revenues and operating expenses for our assets may differ materially from the estimates included in this Investor Package. Management’s projections of NOI yield are not projections of JBG SMITH’s overall financial performance or cash flow, and there can be no assurance that the projected NOI yield set forth in this Investor Package will be achieved.
“Projected NOI yield” means our estimated stabilized NOI reported as a percentage of (i) estimated total project costs, (ii) estimated total investment and (iii) estimated incremental investment. Actual initial full year stabilized NOI yield may vary from the projected NOI yield based on the actual incremental investment to complete the asset and its actual initial full year stabilized NOI, and there can be no assurance that we will achieve the projected NOI yields described in this Investor Package.

The Company does not provide reconciliations for non-GAAP estimates on a future basis, including adjusted annualized NOI and estimated stabilized NOI because it is unable to provide a meaningful or accurate calculation or estimate of reconciling items and the information is not available without unreasonable effort. This inability is due to the inherent difficulty of forecasting the timing and/or amounts of various items that would impact net income. Additionally, no reconciliation of projected NOI yield to the most directly comparable GAAP measure is included in this Investor Package because we are unable to quantify certain amounts that would be required to be included in the comparable GAAP financial measures without unreasonable efforts because such data is not currently available or cannot be currently estimated with confidence. Accordingly, we believe such reconciliations would imply a degree of precision that would be confusing or misleading to investors.

Management uses each of these measures as supplemental performance measures for its assets and believes they provide useful information to investors because they reflect only those revenue and expense items that are incurred at the asset level, excluding non-cash items. In addition, NOI is considered by many in the real estate industry to be a useful starting point for determining the value of a real estate asset or group of assets.

However, because NOI excludes depreciation and amortization and captures neither the changes in the value of our assets that result from use or market conditions, nor the level of capital expenditures and capitalized leasing commissions necessary to maintain the operating performance of our assets, all of which have real economic effect and could materially impact the financial performance of our assets, the utility of this measure of the operating performance of our assets is limited. Moreover, our method of calculating NOI may differ from other real estate companies and, accordingly, may not be comparable. NOI should be considered only as a supplement to net operating income (loss) (computed in accordance with GAAP) as a measure of the operating performance of our assets.
Percent Leased
‘‘Percent leased’’ is based on leases signed as of March 31, 2019, and is calculated as total rentable square feet less rentable square feet available for lease divided by total rentable square feet expressed as a percentage. Out-of-service square feet are excluded from this calculation.
Percent Pre-Leased
‘‘Percent pre-leased’’ is based on leases signed as of March 31, 2019, and is calculated as the estimated rentable square feet leased divided by estimated total rentable square feet expressed as a percentage.
Percent Occupied
‘‘Percent occupied’’ is based on occupied rentable square feet/units as of March 31, 2019, and is calculated as (i) for office and retail space, total rentable square feet less unoccupied square feet divided by total rentable square feet, (ii) for multifamily space, total units less unoccupied units divided by total units, expressed as a percentage. Out-of-service square feet are excluded from this calculation.
Pro Rata Adjusted General and Administrative (“G&A”) Expenses
"Pro Rata Adjusted G&A expenses", a non-GAAP financial measure, represents G&A expenses adjusted for share-based compensation expense related to the Formation Transaction and special equity awards and the G&A expenses of our third-party asset management and real estate services business that are directly reimbursed. We believe that adjusting such items not considered part of our comparable operations provides a meaningful measure to assess our G&A expenses as compared to similar real estate companies and in general.
Recently Delivered
“Recently delivered” refers to commercial and multifamily assets that are below 90% leased and have been delivered within the 12 months ended March 31, 2019.
Same Store and Non-Same Store
“Same store” refers to the pool of assets that were in service for the entirety of both periods being compared, except for assets for which significant redevelopment, renovation, or repositioning occurred during either of the periods being compared.

“Non-same store” refers to all operating assets excluded from the same store pool.
Second Generation Lease
“Second generation lease” is a lease on space that had been vacant for less than nine months.

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DEFINITIONS
MARCH 31, 2019



Signed But Not Yet Commenced Leases
“Signed but not yet commenced leases” means leases for assets in JBG SMITH’s portfolio that, as of March 31, 2019, have been executed but for which the contractual lease term had not yet begun, and no rental payments had yet been charged to the tenant.
Square Feet
‘‘Square feet’’ or ‘‘SF’’ refers to the area that can be rented to tenants, defined as (i) for commercial assets, rentable square footage defined in the current lease and for vacant space the rentable square footage defined in the previous lease for that space, (ii) for multifamily assets, management’s estimate of approximate rentable square feet, (iii) for assets under construction and near-term development assets, management’s estimate of approximate rentable square feet based on current design plans as of March 31, 2019, or (iv) for future development assets, management’s estimate of developable gross square feet based on its current business plans with respect to real estate owned or controlled as of March 31, 2019.
Transaction and Other Costs
Transaction and other costs include amounts incurred for transition services provided by our former parent, integration costs, severance costs, costs incurred in connection with recapitalization transactions and disposition costs and costs related to other completed, potential and pursued transactions.
Under Construction
‘‘Under construction’’ refers to assets that were under construction during the three months ended March 31, 2019.

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Page 52


APPENDIX - EBITDA, EBITDAre AND ADJUSTED EBITDA (NON-GAAP)

MARCH 31, 2019
(Unaudited)
)


 
 
Three Months Ended
dollars in thousands
 
Q1 2019
Q4 2018
Q3 2018
Q2 2018
Q1 2018
 
 
 
 
 
 
 
EBITDA, EBITDAre and Adjusted EBITDA
 
 
 
 
 
 
Net income (loss)

$
28,248

$
994

$
26,382

$
24,023

$
(4,786
)
Depreciation and amortization expense
 
48,719

67,556

46,603

48,117

49,160

Interest expense (1)
 
17,174

18,184

18,979

18,027

19,257

Income tax benefit
 
(1,172
)
698

(841
)
313

(908
)
Unconsolidated real estate ventures allocated share of above adjustments
 
7,806

10,253

10,986

10,602

10,175

Allocated share of above adjustments to noncontrolling interests in consolidated real estate ventures
 
(1
)
(182
)

129


EBITDA (2)
 
$
100,774

$
97,503

$
102,109

$
101,211

$
72,898

Gain on sale of real estate
 
(39,033
)
(6,394
)
(11,938
)
(33,396
)
(455
)
Gain on sale of unconsolidated real estate assets
 

(20,554
)
(15,488
)


EBITDAre (2)
 
$
61,741

$
70,555

$
74,683

$
67,815

$
72,443

Transaction and other costs (3)
 
4,895

15,572

4,126

3,787

4,221

Loss on extinguishment of debt
 

617

79

4,457


Reduction of gain on bargain purchase
 



7,606


Share-based compensation related to Formation Transaction and special equity awards
 
11,131

9,118

8,387

9,097

9,428

Net distributions in excess of our investment in unconsolidated real estate venture (4)
 
(6,441
)
(7,374
)
(890
)
(5,412
)

Unconsolidated real estate ventures allocated share of above adjustments
 

1,542



30

Lease liability adjustments
 

(7,422
)
(2,543
)


Allocated share of above adjustments to noncontrolling interests in consolidated real estate ventures
 



(124
)

Adjusted EBITDA (2)
 
$
71,326

$
82,608

$
83,842

$
87,226

$
86,122

 
 
 
 
 
 
 
Net Debt to Annualized Adjusted EBITDA (5)
 
7.1x

6.5x

6.7x

6.3x

6.9x

 
 
 
 
 
 
 
 
 
March 31, 2019
December 31, 2018
September 30, 2018
June 30, 2018
March 31, 2018
Net Debt (at JBG SMITH Share)
 
 
 
 
 
 
Consolidated indebtedness (6)
 
$
2,128,803

$
2,130,704

$
2,103,589

$
2,033,183

$
2,185,461

Unconsolidated indebtedness (6)
 
303,397

298,588

442,669

440,177

419,476

Total consolidated and unconsolidated indebtedness
2,432,200

2,429,292

2,546,258

2,473,360

2,604,937

Less: cash and cash equivalents
 
405,646

273,611

284,012

276,629

238,519

Net Debt (at JBG SMITH Share)
 
$
2,026,554

$
2,155,681

$
2,262,246

$
2,196,731

$
2,366,418

____________________

Note: EBITDAre for Q1 2018 was restated in compliance with the definition established by NAREIT in the NARIET FFO White Paper - 2018 Restatement issued in 2018.
(1)
Interest expense includes the amortization of deferred financing costs and the ineffective portion of any interest rate swaps or caps, net of capitalized interest.
(2)
Due to our adoption of the new accounting standard for leases, beginning in 2019, we no longer capitalize internal leasing costs and expense these costs as incurred (such costs were $2.2 million, $1.5 million, $1.5 million and $1.3 million for Q4 2018, Q3 2018, Q2 2018 and Q1 2018).
(3)
Includes fees and expenses incurred in connection with the Formation Transaction (including transition services provided by our former parent, integration costs and severance costs), costs related to the pursuit of Amazon's additional headquarters, demolition costs and costs related to other completed, potential and pursued transactions.
(4)
As of June 30, 2018, we suspended the equity method of accounting for our investment in the real estate venture that owns 1101 17th Street as our investment had been reduced to zero and we did not have an obligation to provide further financial support to the venture. All subsequent net distributions from the venture have been recognized as income, which will continue until our share of unrecorded earnings and contributions exceed the cumulative excess distributions previously recognized.
(5)
Pro forma Net Debt to Annualized Adjusted EBITDA would have been 5.4x for Q1 2019, including the $472.3 million of net proceeds from the underwritten public offering completed in April 2019.
(6)
Net of premium/discount and deferred financing costs.

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APPENDIX - FFO, CORE FFO AND FAD (NON-GAAP)

MARCH 31, 2019
(Unaudited)



 
Three Months Ended
in thousands, except per share data
Q1 2019
Q4 2018
Q3 2018
Q2 2018
Q1 2018
 
 
 
 
 
 
FFO and Core FFO
 
 
 
 
 
Net income (loss) attributable to common shareholders
$
24,861

$
710

$
22,830

$
20,574

$
(4,190
)
Net income (loss) attributable to redeemable noncontrolling interests
3,387

178

3,552

3,574

(594
)
Net loss attributable to noncontrolling interests

106


(125
)
(2
)
Net income (loss)
28,248

994

26,382

24,023

(4,786
)
Gain on sale of real estate
(39,033
)
(6,394
)
(11,938
)
(33,396
)
(455
)
Gain on sale of unconsolidated real estate assets

(20,554
)
(15,488
)


Real estate depreciation and amortization
46,035

64,891

43,945

45,587

46,639

Pro rata share of real estate depreciation and amortization from unconsolidated real estate ventures
4,653

6,079

6,345

6,179

6,436

Net (income) attributable to noncontrolling interests in consolidated real estate ventures
(1
)
(182
)

129

2

FFO Attributable to Operating Partnership Common Units (1)
$
39,902

$
44,834

$
49,246

$
42,522

$
47,836

FFO attributable to redeemable noncontrolling interests
(4,783
)
(5,741
)
(6,631
)
(6,299
)
(7,127
)
FFO attributable to common shareholders (1)
$
35,119

$
39,093

$
42,615

$
36,223

$
40,709

 
 
 
 
 
 
FFO attributable to the operating partnership common units
$
39,902

$
44,834

$
49,246

$
42,522

$
47,836

Transaction and other costs, net of tax (2)
4,626

14,509

3,586

3,394

4,136

Mark-to-market on derivative instruments
(476
)
(542
)
152

(432
)
(1,119
)
Share of gain from mark-to-market on derivative instruments held by unconsolidated real estate ventures
227

379

(49
)
(90
)
(342
)
Loss on extinguishment of debt, net of noncontrolling interests

2,159

79

4,333


Net distributions in excess of our investment in unconsolidated real estate venture (3)
(6,441
)
(7,374
)
(890
)
(5,412
)

Reduction of gain on bargain purchase



7,606


Share-based compensation related to Formation Transaction and special equity awards
11,131

9,118

8,387

9,097

9,428

Lease liability adjustments

(7,422
)
(2,543
)


Amortization of management contracts intangible, net of tax
1,287

1,287

1,288

1,287

1,286

Core FFO Attributable to Operating Partnership Common Units (1)
$
50,256

$
56,948

$
59,256

$
62,305

$
61,225

Core FFO attributable to redeemable noncontrolling interests
(6,024
)
(7,292
)
(7,978
)
(9,229
)
(9,037
)
Core FFO attributable to common shareholders (1)
$
44,232

$
49,656

$
51,278

$
53,076

$
52,188

FFO per diluted common share
$
0.28

$
0.32

$
0.36

$
0.31

$
0.35

Core FFO per diluted common share
$
0.36

$
0.41

$
0.43

$
0.45

$
0.44

Weighted average diluted shares
123,423

120,917

119,835

117,955

117,955


See footnotes on page 55.

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Page 54


APPENDIX - FFO, CORE FFO AND FAD (NON-GAAP)

MARCH 31, 2019
(Unaudited)



 
Three Months Ended
in thousands, except per share data
Q1 2019
Q4 2018
Q3 2018
Q2 2018
Q1 2018
 
 
 
 
 
 
FAD
 
 
 
 
 
Core FFO attributable to the operating partnership common units
$
50,256

$
56,948

$
59,256

$
62,305

$
61,225

Recurring capital expenditures and second generation tenant improvements and leasing commissions
(22,297
)
(35,836
)
(19,123
)
(11,057
)
(6,097
)
Straight-line and other rent adjustments (4)
(6,808
)
(6,692
)
(1,368
)
(1,216
)
(1,075
)
Share of straight-line rent from unconsolidated real estate ventures
(135
)
680

180

189

159

Third-party lease liability assumption payments
(1,136
)
(1,130
)
(912
)
(619
)
(472
)
Share of third party lease liability assumption payments for unconsolidated real estate ventures




(50
)
Share-based compensation expense
5,330

4,666

4,879

5,941

4,276

Amortization of debt issuance costs
970

1,140

1,155

1,201

1,164

Share of amortization of debt issuance costs from unconsolidated real estate ventures
48

67

66

66

69

Non-real estate depreciation and amortization
912

893

886

758

749

FAD available to the Operating Partnership Common Units (A) (5)
$
27,140

$
20,736

$
45,019

$
57,568

$
59,948

Distributions to common shareholders and unitholders (6) (B)
$
31,284

$
31,284

$
31,196

$
31,197

$
31,423

FAD Payout Ratio (B÷A)
115.3
%
150.9
%
69.3
%
54.2
%
52.4
%
Capital Expenditures
 
 
 
 
 
Maintenance and recurring capital expenditures
$
5,495

$
14,445

$
7,113

$
3,989

$
2,683

Share of maintenance and recurring capital expenditures from unconsolidated real estate ventures
88

978

444

250

1,149

Second generation tenant improvements and leasing commissions
16,155

19,211

10,603

6,273

1,893

Share of second generation tenant improvements and leasing commissions from unconsolidated real estate ventures
559

1,202

963

545

372

Recurring capital expenditures and second generation tenant improvements and leasing commissions
22,297

35,836

19,123

11,057

6,097

First generation tenant improvements and leasing commissions
6,197

8,215

4,443

6,676

4,185

Share of first generation tenant improvements and leasing commissions from unconsolidated real estate ventures
233

17

169

1,391

995

Non-recurring capital expenditures
6,722

15,375

2,895

3,765

3,366

Share of non-recurring capital expenditures from unconsolidated joint ventures

112

300

142

620

Non-recurring capital expenditures
13,152

23,719

7,807

11,974

9,166

Total JBG SMITH Share of Capital Expenditures
$
35,449

$
59,555

$
26,930

$
23,031

$
15,263

_______________
Note: FFO attributable to operating partnership common units and FFO attributable to common shareholders for Q1 2018 was restated in compliance with the definition established by NAREIT in the NARIET FFO White Paper - 2018 Restatement issued in 2018.
(1)
Due to our adoption of the new accounting standard for leases, beginning in 2019, we no longer capitalize internal leasing costs and expense these costs as incurred (such costs were $2.2 million, $1.5 million, $1.5 million and $1.3 million for Q4 2018, Q3 2018, Q2 2018 and Q1 2018).
(2)
Includes fees and expenses incurred in connection with the Formation Transaction (including transition services provided by our former parent, integration costs, and severance costs), costs related to the pursuit of Amazon's additional headquarters, demolition costs and costs related to other completed, potential and pursued transactions.
(3)
As of June 30, 2018, we suspended the equity method of accounting for our investment in the real estate venture that owns 1101 17th Street as our investment had been reduced to zero and we did not have an obligation to provide further financial support to the venture. All subsequent net distributions from the venture have been recognized as income, which will continue until our share of unrecorded earnings and contributions exceed the cumulative excess distributions previously recognized.
(4)
Includes straight-line rent, above/below market lease amortization and lease incentive amortization.
(5)
The Q1 2019 and Q4 2018 declines in FAD available to the Operating Partnership Common Units were attributable to significant increases in second generation tenant improvements and leasing commissions from the early renewal of several leases during the quarters. Additionally, Q4 2018 was further impacted by increases in recurring capital expenditures, which is consistent with historical seasonality trends.
(6)
The distribution for Q1 2019 excludes a special dividend of $0.10 per common share that was paid in January 2019.

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APPENDIX - NOI RECONCILIATIONS (NON-GAAP)

MARCH 31, 2019
(Unaudited)



dollars in thousands
Three Months Ended
 
Q1 2019
Q4 2018
Q3 2018
Q2 2018
Q1 2018
Net income (loss) attributable to common shareholders
$
24,861

$
710

$
22,830

$
20,574

$
(4,190
)
Add:
 
 
 
 
 
Depreciation and amortization expense
48,719

67,556

46,603

48,117

49,160

General and administrative expense:
 
 
 
 
 
Corporate and other (1)
12,314

8,512

8,219

8,603

8,414

Third-party real estate services
28,066

25,274

20,754

21,189

22,609

Share-based compensation related to Formation Transaction and
special equity awards
11,131

9,118

8,387

9,097

9,428

Transaction and other costs
4,895

15,572

4,126

3,787

4,221

Interest expense
17,174

18,184

18,979

18,027

19,257

Loss on extinguishment of debt

617

79

4,457


Reduction of gain on bargain purchase



7,606


Income tax benefit
(1,172
)
698

(841
)
313

(908
)
Net income (loss) attributable to redeemable noncontrolling interests
3,387

178

3,552

3,574

(594
)
Less:
 
 
 
 
 
Third-party real estate services, including reimbursements
27,691

26,421

23,788

24,160

24,330

Other income (2)
1,640

1,454

1,708

2,080

1,116

Income (loss) from unconsolidated real estate ventures, net
3,601

23,991

13,484

3,836

(1,902
)
Interest and other income, net
951

9,991

4,091

513

573

Gain on sale of real estate
39,033

6,394

11,938

33,396

455

Net (income) loss attributable to noncontrolling interests

(106
)

125

2

Consolidated NOI (3)
76,459

78,274

77,679

81,234

82,823

Proportionate NOI attributable to unconsolidated real estate ventures
5,386

8,847

9,722

9,011

9,207

Non-cash rent adjustments (4)
(6,808
)
(6,691
)
(1,369
)
(1,237
)
(1,096
)
Other adjustments (1) (5)
3,353

3,915

3,205

3,635

4,252

Total adjustments
1,931

6,071

11,558

11,409

12,363

NOI (3)
$
78,390

$
84,345

$
89,237

$
92,643

$
95,186

Less: out-of-service NOI loss (6)
(1,271
)
(1,195
)
$
(1,692
)
$
(1,992
)
$
2,363

Operating portfolio NOI (3)
$
79,661

$
85,540

$
90,929

$
94,635

$
92,823

Non-same store NOI (7)
6,088

8,742

20,910

24,449

21,419

Same store NOI (8)
$
73,573

$
76,798

$
70,019

$
70,186

$
71,404

 
 
 
 
 
 
___________________
Note: NOI, non-same store NOI and same store NOI are presented as originally reported in the respective quarter.
(1)
Adjusted for property management fees of $4.2 million, $4.0 million and $4.3 million for Q3 2018, Q2 2018 and Q1 2018.
(2)
Excludes operating parking income of $6.5 million, $6.3 million, $6.4 million, $6.6 million, $6.4 million in Q1 2019, Q4 2018, Q3 2018, Q2 2018 and Q1 2018.
(3)
Due to our adoption of the new accounting standard for leases, beginning in 2019, we no longer capitalize internal leasing costs and expense these costs as incurred (such costs were $2.2 million, $1.5 million, $1.5 million and $1.3 million for Q4 2018, Q3 2018, Q2 2018 and Q1 2018).
(4)
Adjustment to exclude straight-line rent, above/below market lease amortization and lease incentive amortization.
(5)
Adjustment to include other income and payments associated with assumed lease liabilities related to operating properties and to exclude commercial lease termination revenue.
(6)
Includes the results for our Under Construction assets and Future Development Pipeline.
(7)
Includes the results for properties that were not owned, operated and in service for the entirety of both periods being compared and properties for which significant redevelopment, renovation or repositioning occurred during either of the periods being compared. The decrease in non-same store NOI in Q1 2019 and Q4 2018 is primarily attributable to lost income from disposed assets.
(8)
Includes the results of the properties that are owned, operated and in service for the entirety of both periods being compared except for properties for which significant redevelopment, renovation or repositioning occurred during either of the periods being compared.

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APPENDIX - NOI RECONCILIATIONS (NON-GAAP)

MARCH 31, 2019
(Unaudited)



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