UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
OR
For the transition period from ___________ to ___________
Commission file number
________________________________________________________________________________
(Exact name of Registrant as specified in its charter)
Registrant's telephone number, including area code: (
_______________________________
Securities registered pursuant to Section 12(b) of the Act:
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes
As of July 29, 2022, JBG SMITH Properties had
JBG SMITH PROPERTIES
QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED JUNE 30, 2022
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION | |||
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Condensed Consolidated Balance Sheets (unaudited) as of June 30, 2022 and December 31, 2021 | 3 | ||
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6 | |||
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Notes to Condensed Consolidated Financial Statements (unaudited) | 10 | ||
Management's Discussion and Analysis of Financial Condition and Results of Operations | 30 | ||
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2
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
JBG SMITH PROPERTIES
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands, except par value amounts)
| June 30, 2022 |
| December 31, 2021 | |||
ASSETS |
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Real estate, at cost: |
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Land and improvements | $ | | $ | | ||
Buildings and improvements |
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Construction in progress, including land |
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Less: accumulated depreciation |
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Real estate, net |
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Cash and cash equivalents |
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Restricted cash |
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Tenant and other receivables |
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Deferred rent receivable |
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Investments in unconsolidated real estate ventures |
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Intangible assets, net | | | ||||
Other assets, net |
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Assets held for sale |
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TOTAL ASSETS | $ | | $ | | ||
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY |
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Liabilities: |
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Mortgages payable, net | $ | | $ | | ||
Revolving credit facility |
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Unsecured term loans, net |
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Accounts payable and accrued expenses |
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Other liabilities, net |
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Total liabilities |
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Commitments and contingencies |
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Redeemable noncontrolling interests |
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Shareholders' equity: |
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Preferred shares, $ |
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Common shares, $ |
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Additional paid-in capital |
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Accumulated deficit |
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Accumulated other comprehensive income (loss) |
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Total shareholders' equity of JBG SMITH Properties |
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Noncontrolling interests |
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Total equity |
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TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY | $ | | $ | |
See accompanying notes to the condensed consolidated financial statements (unaudited).
3
JBG SMITH PROPERTIES
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands, except per share data)
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
| 2022 |
| 2021 |
| 2022 |
| 2021 | |||||
REVENUE |
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Property rental | $ | | $ | | $ | | $ | | ||||
Third-party real estate services, including reimbursements |
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Other revenue |
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Total revenue |
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EXPENSES |
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Depreciation and amortization |
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Property operating |
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Real estate taxes |
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General and administrative: |
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Corporate and other |
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Third-party real estate services |
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Share-based compensation related to Formation Transaction and special equity awards |
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Transaction and other costs |
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Total expenses |
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OTHER INCOME (EXPENSE) |
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Income (loss) from unconsolidated real estate ventures, net |
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Interest and other income (loss), net |
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Interest expense |
| ( |
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Gain on the sale of real estate, net |
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Loss on the extinguishment of debt |
| ( |
| — |
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Total other income (expense) |
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INCOME (LOSS) BEFORE INCOME TAX (EXPENSE) BENEFIT |
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Income tax (expense) benefit |
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NET INCOME (LOSS) |
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Net (income) loss attributable to redeemable noncontrolling interests |
| ( |
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Net loss attributable to noncontrolling interests |
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NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ | | $ | ( | $ | | $ | ( | ||||
EARNINGS (LOSS) PER COMMON SHARE - BASIC AND DILUTED | | ( | | ( | ||||||||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED |
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See accompanying notes to the condensed consolidated financial statements (unaudited).
4
JBG SMITH PROPERTIES
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
(In thousands)
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
| 2022 |
| 2021 |
| 2022 |
| 2021 | |||||
NET INCOME (LOSS) | $ | | $ | ( | $ | | $ | ( | ||||
OTHER COMPREHENSIVE INCOME: |
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Change in fair value of derivative financial instruments |
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Reclassification of net loss on derivative financial instruments from accumulated other comprehensive income (loss) into interest expense |
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Total other comprehensive income |
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COMPREHENSIVE INCOME (LOSS) |
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Net (income) loss attributable to redeemable noncontrolling interests |
| ( |
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Net loss attributable to noncontrolling interests | | — | | | ||||||||
Other comprehensive income attributable to redeemable noncontrolling interests |
| ( |
| ( |
| ( |
| ( | ||||
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO JBG SMITH PROPERTIES | $ | | $ | ( | $ | | $ | ( |
See accompanying notes to the condensed consolidated financial statements (unaudited).
5
JBG SMITH PROPERTIES
Condensed Consolidated Statements of Equity
(Unaudited)
(In thousands)
Accumulated | ||||||||||||||||||||
Other | ||||||||||||||||||||
Additional | Comprehensive | |||||||||||||||||||
Common Shares | Paid-In | Accumulated |
| Income | Noncontrolling | Total | ||||||||||||||
Shares | Amount | Capital | Deficit |
| (Loss) | Interests | Equity | |||||||||||||
BALANCE AS OF MARCH 31, 2022 |
| | $ | | $ | | $ | ( | $ | | $ | | $ | | ||||||
Net income (loss) attributable to common shareholders and noncontrolling interests |
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Conversion of common limited partnership units ("OP Units") to common shares |
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Common shares repurchased | ( | ( | ( | — | — | — | ( | |||||||||||||
Common shares issued pursuant to employee incentive compensation plan and Employee Share Purchase Plan ("ESPP") | | — | | — | — | — | | |||||||||||||
Dividends declared on common shares | — | — | — | ( | — | — | ( | |||||||||||||
Contributions from noncontrolling interests, net |
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Redeemable noncontrolling interests redemption value adjustment and total other comprehensive income allocation |
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Total other comprehensive income |
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BALANCE AS OF JUNE 30, 2022 |
| | $ | | $ | | $ | ( | $ | | $ | | $ | | ||||||
BALANCE AS OF MARCH 31, 2021 |
| | $ | | $ | | $ | ( | $ | ( | $ | | $ | | ||||||
Net loss attributable to common shareholders and noncontrolling interests |
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| ( |
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Conversion of OP Units to common shares |
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Common shares issued pursuant to employee incentive compensation plan and ESPP | | — | | — | — | — | | |||||||||||||
Dividends declared on common shares | — | — | — | ( | — | — | ( | |||||||||||||
Contributions from noncontrolling interests, net |
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Redeemable noncontrolling interests redemption value adjustment and total other comprehensive income allocation |
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Total other comprehensive income |
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BALANCE AS OF JUNE 30, 2021 |
| | $ | | $ | | $ | ( | $ | ( | $ | | $ | |
See accompanying notes to the condensed consolidated financial statements (unaudited).
6
JBG SMITH PROPERTIES
Condensed Consolidated Statements of Equity
(Unaudited)
(In thousands)
| Accumulated | |||||||||||||||||||
Other | ||||||||||||||||||||
Additional | Comprehensive | |||||||||||||||||||
Common Shares | Paid-In | Accumulated |
| Income | Noncontrolling | Total | ||||||||||||||
Shares | Amount | Capital | Deficit |
| (Loss) | Interests | Equity | |||||||||||||
BALANCE AS OF DECEMBER 31, 2021 |
| | $ | | $ | | $ | ( | $ | ( | $ | | $ | | ||||||
Net income (loss) attributable to common shareholders and noncontrolling interests |
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| ( |
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Conversion of OP Units to common shares |
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Common shares repurchased | ( | ( | ( | — | — | — | ( | |||||||||||||
Common shares issued pursuant to employee incentive compensation plan and ESPP | | — | | — | — | — | | |||||||||||||
Dividends declared on common shares | — | — | — | ( | — | — | ( | |||||||||||||
Contributions from noncontrolling interests, net |
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Redeemable noncontrolling interests redemption value adjustment and total other comprehensive income allocation |
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Total other comprehensive income |
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BALANCE AS OF JUNE 30, 2022 |
| | $ | | $ | | $ | ( | $ | | $ | | $ | | ||||||
BALANCE AS OF DECEMBER 31, 2020 |
| | $ | | $ | | $ | ( | $ | ( | $ | | $ | | ||||||
Net loss attributable to common shareholders and noncontrolling interests |
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| ( |
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Conversion of OP Units to common shares |
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Common shares repurchased | ( | ( | ( | — | — | — | ( | |||||||||||||
Common shares issued pursuant to employee incentive compensation plan and ESPP | | — | | — | — | — | | |||||||||||||
Dividends declared on common shares | — | — | — | ( | — | — | ( | |||||||||||||
Contributions from noncontrolling interests, net |
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Redeemable noncontrolling interests redemption value adjustment and total other comprehensive income allocation |
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Total other comprehensive income |
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BALANCE AS OF JUNE 30, 2021 |
| | $ | | $ | | $ | ( | $ | ( | $ | | $ | |
See accompanying notes to the condensed consolidated financial statements (unaudited).
7
JBG SMITH PROPERTIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
Six Months Ended June 30, | ||||||
| 2022 |
| 2021 | |||
OPERATING ACTIVITIES: |
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Net income (loss) | $ | | $ | ( | ||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
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Share-based compensation expense |
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Depreciation and amortization, including amortization of deferred financing costs |
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Deferred rent |
| ( |
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Income from unconsolidated real estate ventures, net |
| ( |
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Amortization of market lease intangibles, net |
| ( |
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Amortization of lease incentives |
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Loss on extinguishment of debt |
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Gain on the sale of real estate, net |
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Loss on operating lease and other receivables |
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Income from investments, net | ( | — | ||||
Return on capital from unconsolidated real estate ventures |
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Other non-cash items |
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Changes in operating assets and liabilities: |
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Tenant and other receivables |
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Other assets, net |
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Accounts payable and accrued expenses |
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Other liabilities, net |
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Net cash provided by operating activities |
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INVESTING ACTIVITIES: |
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Development costs, construction in progress and real estate additions |
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Proceeds from the sale of real estate |
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Proceeds from the sale of investments | | — | ||||
Distributions of capital from unconsolidated real estate ventures |
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Investments in unconsolidated real estate ventures and other investments |
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Net cash provided by (used in) investing activities |
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FINANCING ACTIVITIES: |
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Repayments of mortgages payable |
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Repayments of revolving credit facility |
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Debt issuance costs |
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Proceeds from common shares issued pursuant to ESPP |
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Common shares repurchased | ( | ( | ||||
Dividends paid to common shareholders |
| ( |
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Distributions to redeemable noncontrolling interests |
| ( |
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Distributions to noncontrolling interests | ( | ( | ||||
Contributions from noncontrolling interests | | | ||||
Net cash used in financing activities |
| ( |
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Net increase (decrease) in cash and cash equivalents, and restricted cash |
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Cash and cash equivalents, and restricted cash, beginning of period |
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Cash and cash equivalents, and restricted cash, end of period | $ | | $ | |
See accompanying notes to the condensed consolidated financial statements (unaudited).
8
JBG SMITH PROPERTIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
Six Months Ended June 30, | ||||||
| 2022 |
| 2021 | |||
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD: |
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Cash and cash equivalents | $ | | $ | | ||
Restricted cash |
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Cash and cash equivalents, and restricted cash | $ | | $ | | ||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW AND NON-CASH INFORMATION: |
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Cash paid for interest (net of capitalized interest of $ | $ | | $ | | ||
Accrued capital expenditures included in accounts payable and accrued expenses |
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Write-off of fully depreciated assets |
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Deconsolidation of real estate asset |
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Conversion of OP Units to common shares |
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Cash paid for amounts included in the measurement of lease liabilities for operating leases |
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