JBG SMITH Properties
For the period ended Dec 31, 2024. Filed Feb 18, 2025.
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FY2024 · Filed Feb 18, 2025
Contents
Definitions
Defined terms used in this Annual Report on Form 10-K:
"2000/2001 South Bell Street" refers to 2000 South Bell Street and 2001 South Bell Street, an under-construction multifamily asset.
"2023 Term Loan" refers to the $120.0 million term loan maturing in June 2028.
"ADA" means the Americans with Disabilities Act.
"Amazon" refers to Amazon.com, Inc.
"Annualized rent" means: (i) for multifamily assets, or the multifamily component of a mixed-use asset, the in-place monthly base rent before free rent as of December 31, 2024, multiplied by 12, and (ii) 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 December 31, 2024, multiplied by 12. Annualized rent excludes rent from leases that have been signed but the tenant has not yet taken occupancy (not yet included in percent occupied metrics) and percentage rent.
**"At JBG SMITH Share"and"Our share"**refer to our ownership percentage of consolidated and unconsolidated assets in real estate ventures, but exclude our 10.0% subordinated interest in one commercial building and our 33.5% subordinated interest in four commercial buildings, as well as the associated non-recourse mortgage loans, held through unconsolidated real estate ventures; these interests and debt are excluded because our investment in each real estate venture is zero, we do not anticipate receiving any near-term cash flow distributions from the real estate ventures and we have not guaranteed their obligations or otherwise committed to providing financial support.
"BOMA" means Building Owners and Managers Association International.
"CBRS" means the Citizens Broadband Radio Service.
"CIRP" means cybersecurity incident response plan.
"Code" refers to the Internal Revenue Code of 1986, as amended.
"Combination" refers to our acquisition of the management business and certain assets and liabilities of JBG.
"Development pipeline" refers to assets that have the potential to commence construction subject to receipt of full entitlements, completion of design and/or market conditions 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.
"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 December 31, 2024. 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.
"Exchange Act" refers to the Securities Exchange Act of 1934, as amended.
"FATCA" means the Foreign Account Tax Compliance Act.
"FATCA withholding" refers to a FATCA withholding tax.
"FIRPTA" means the Foreign Investment in Real Property Tax Act of 1980, as amended.
"Falkland Chase" refers to Falkland Chase-South & West and Falkland Chase-North.
"Formation Transaction" refers to the Separation and the Combination.
**"Free rent"**means the amount of base rent and tenant reimbursements that are abated according to the applicable lease agreement(s).
**"FFO"means **funds from operations, a non-GAAP financial measure computed in accordance with the definition established by Nareit in the Nareit FFO White Paper - 2018 Restatement. See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations-FFO" for further discussion.
"GAAP" means accounting principles generally accepted in the United States of America.
"GSA" means the General Services Administration, the independent U.S. federal government agency that manages real estate procurement for the federal government and federal agencies.
"In-service" refers to multifamily or commercial operating assets that are at or above 90% leased or have been operating and collecting rent for more than 12 months as of December 31, 2024.
"IRS" means the Internal Revenue Service.
"ISO" means the International Organization for Standardization.
"JBG" refers to The JBG Companies.
"JBG Legacy Funds" refers to the legacy funds formerly organized by The JBG Companies.
"JBG SMITH" refers to JBG SMITH Properties together with its consolidated subsidiaries.
"JBG SMITH LP" refers to JBG SMITH Properties LP, our operating partnership, together with its consolidated subsidiaries.
"JBG Excluded Assets" refers to the assets of the JBG Legacy Funds that were not contributed to JBG SMITH LP in the Combination.
"LTIP Units" means long-term incentive partnership units.
"MAAL" means modeled average annual loss, which is the sum of climate-related expenses, decreased revenue, and/or business interruption over a fixed decadal period and expressed as an annual average within that decade.
"Metro" is the public transportation network serving the Washington, D.C. metropolitan area operated by the Washington Metropolitan Area Transit Authority.
"Metro-served" are locations, submarkets or assets that are within 0.5 miles of an existing or planned Metro station.
"MGCL" means the Maryland General Corporation Law.
"Nareit" means the National Association of Real Estate Investment Trusts.
"NAV" refers to net asset value.
**"NOI", "Same Store NOI"means **net operating income, a non-GAAP financial measure management uses to assess an asset's performance.
The most directly comparable GAAP measure is net income (loss) attributable to common shareholders. We use NOI internally as a performance measure and believe NOI and same store NOI provide useful information to investors regarding our financial condition and results of operations because it reflects only property related revenue (which includes base rent, tenant reimbursements and other operating revenue, net of free rent and payments associated with assumed lease liabilities) less operating expenses and ground rent for operating leases, if applicable. NOI and same store NOI exclude deferred rent, commercial lease termination revenue, related party management fees, interest expense, and certain other non-cash adjustments, including the accretion of acquired below-market leases and the amortization of acquired above-market leases and below-market ground lease intangibles. Management uses NOI, which includes our proportionate share of revenue and expenses attributable to real estate ventures, as a supplemental performance measure and believes it provides useful information to investors because it reflects only those revenue and expense items that are incurred at the asset level, excluding non-cash items. In addition, NOI is considered by many in the real estate industry to be a useful starting point for determining the value of a real estate asset or group of assets. However, because NOI excludes depreciation and amortization expense and captures neither the changes in the value of our assets that result from use or market conditions, nor the level of capital expenditures and capitalized leasing commissions necessary to maintain the operating performance of our assets, all of which have real economic effect and could materially impact the financial performance of our assets, the utility of NOI as a measure of the operating performance of our assets is limited. NOI presented by us may not be comparable to NOI reported by other REITs that define these measures differently. We believe that to facilitate a clear understanding of our operating results, NOI should be examined in conjunction with net income (loss) attributable to common shareholders as presented in our consolidated financial statements. NOI should not be considered as an alternative to net income (loss) attributable to common shareholders as an indication of our performance or to cash flows as a measure of liquidity or our ability to make distributions.
"NYSE" means the New York Stock Exchange.
"Non-same store" refers to all operating assets excluded from the same store pool.
"OP Units" refers to JBG SMITH LP common limited partnership units.
"Percent leased" is based on leases signed as of December 31, 2024, 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 occupied" is based on occupied rentable square feet/units as of December 31, 2024, and is calculated as: (i) for multifamily space, total units less unoccupied units divided by total units, expressed as a percentage, and (ii) for office and retail space, total rentable square feet less unoccupied square feet divided by total rentable square feet. Out-of-service square feet and units are excluded from this calculation.
"QRS" means qualified real estate investment trust subsidiaries.
"REC" means renewable energy credit.
**"Recently Delivered"**refers to multifamily and commercial assets that are below 90% leased and have been delivered within the 12 months ended December 31, 2024.
"REIT" means a real estate investment trust under Section 856 through 860 of the Code.
"REMIC" means a real estate mortgage investment conduit.
"SaaS" means software as a service.
"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.
"SEC" means the Securities and Exchange Commission.
"Separation" refers to the spin-off transaction on July 17, 2017 through which we received substantially all the assets and liabilities of Vornado's Washington, D.C. segment.
"Separation Agreement" refers to the Separation and Distribution Agreement.
"Signed but not yet commenced leases" means leases that, as of December 31, 2024, have been executed but for which rent has not commenced.
"SOC" means systems and organization controls.
"SOFR" means the Secured Overnight Financing Rate.
"Square feet" (**"SF")**refers to the area that can be rented to tenants, defined as: (i) for multifamily assets, management's estimate of approximate rentable square feet, (ii) 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, (iii) for under-construction assets, management's estimate of approximate rentable square feet based on current design plans as of December 31, 2024, and (iv) for assets in the development pipeline, management's estimate of developable gross square feet based on current business plans with respect to real estate owned or controlled as of December 31, 2024.
"STEM" means science, technology, engineering and mathematics.
"TCFD" means Task Force on Climate-Related Financial Disclosures.
"TIN" means taxpayer identification number.
"TMP" means taxable mortgage pool.
"Total annualized estimated rent" 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.
"Tranche A-1 Term Loan" refers to our $200.0 million term loan maturing in January 2026, as extended.
"Tranche A-2 Term Loan" refers to our $400.0 million term loan maturing in January 2028.
"Transaction and other costs" include costs related to completed, potential and pursued transactions, demolition costs, and severance and other costs.
"TRS" refers to taxable REIT subsidiaries.
"Under-construction" refers to assets that were under construction during the three months ended December 31, 2024.
"Vornado" means Vornado Realty Trust, a Maryland real estate investment trust.
"WHI" means the Washington Housing Initiative.
"WHI Impact Pool" is an investment vehicle managed by JBG SMITH on behalf of third-party investors that invests in affordable workforce housing.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.