SEC Company Response from JBG SMITH Properties (JBGS) (CIK 0001689796) (JBGS) — Jun 5, 2017
JBG SMITH Properties (JBGS) (CIK 0001689796)
Date: June 5, 2017 · CIK: 0001689796 · Accession: 0001104659-17-037498
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-37994
Referenced dates: June 1, 2017
Letter
Via EDGAR Mr. Tom Kluck Legal Branch Chief Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 June 5, 2017 Re: JBG SMITH Properties Amendment No. 2 to Registration Statement on Form 10-12B Filed May 15, 2017 File No. 001-37994
Dear Mr. Kluck:
On behalf of our client, JBG SMITH Properties, a real estate investment trust organized in the State of Maryland (the “Company” or “JBG SMITH”), which is currently a wholly owned subsidiary of Vornado Realty Trust (“Vornado”), set forth below is the Company’s response to comment 3 of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) that you provided in your letter, dated June 1, 2017 (the “Comment Letter”), with respect to the filing referenced above. As discussed with the Staff, at this time the Company is submitting only its response to comment 3, and the Company will respond on or about June 9, 2017 to the remaining comments set forth in the Comment Letter by filing its response electronically via the EDGAR system, which response will be accompanied by Amendment No. 3 to the Registration Statement on Form 10-12B (File No. 001-37994).
This letter is being filed electronically via the EDGAR system.
For the Staff’s convenience, the text of the Staff’s comment 3 is set forth below in bold, followed by the Company’s response. Unless otherwise specified, all references to page numbers and captions in the Company’s responses below correspond to the pages of the preliminary information statement filed as Exhibit 99.1 to Amendment No. 2 (“Amendment No. 2”) to the Registration Statement on Form 10-12B (File No. 001-37994) filed on May 15, 2017. Terms not otherwise defined in this letter have the meaning set forth in Amendment No. 2.
Summary NOI Table, page 171
3. We note your response to prior comment 11. To the extent you wish to continue to disclose annualized NOI, please revise your filing to include the required disclosures outlined in item 10(b) of Regulation S-K pertaining to projections and forecasts. Your revised disclosure should also be presented in accordance with the AICPA’s Guide, Prospective Financial Information. We may have further comment.
Company’s Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that it does not believe that the presentation of annualized NOI constitutes a projection or forecast of its financial performance within the meaning of Item 10(b) of Regulation S-K. In particular, the Company notes that annualized NOI is simply the Company’s NOI from the first quarter of 2017 multiplied by four, and does not include assumptions for the next nine months regarding rental income, tenant expense recoveries, other operating revenue and operating expenses associated with our properties, all of which would be required to derive a financial projection. The Company has therefore concluded that annualized NOI is not a projection but rather a metric calculated based on current period results. Nonetheless, the Company will revise footnote 2 in each of the Summary NOI Tables to read as follows with respect to Annualized NOI:
Represents NOI multiplied by four. Annualized NOI is not a projection or forecast of JBG SMITH’s future performance. Management believes Annualized NOI provides useful information in understanding JBG SMITH’s financial performance over a period of 12 months. There can be no assurance that the Annualized NOI shown will reflect, and investors should not rely on Annualized NOI as a projection or forecast of, JBG SMITH’s actual results of operations over any 12-month period.
If you have any questions regarding the foregoing, or would like to discuss further any of the matters raised in this response letter, please feel free to contact the undersigned at (212) 558-4940.
Sincerely,
By:
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CORRESP 1 filename1.htm TELEPHONE: 1-212-558-4000 FACSIMILE: 1-212-558-3588 WWW.SULLCROM.COM 125 Broad Street New York, NY 10004-2498 LOS ANGELES · PALO ALTO · WASHINGTON, D.C. FRANKFURT · LONDON · PARIS BEIJING · HONG KONG · TOKYO MELBOURNE · SYDNEY Via EDGAR Mr. Tom Kluck Legal Branch Chief Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 June 5, 2017 Re: JBG SMITH Properties Amendment No. 2 to Registration Statement on Form 10-12B Filed May 15, 2017 File No. 001-37994 Dear Mr. Kluck: On behalf of our client, JBG SMITH Properties, a real estate investment trust organized in the State of Maryland (the “Company” or “JBG SMITH”), which is currently a wholly owned subsidiary of Vornado Realty Trust (“Vornado”), set forth below is the Company’s response to comment 3 of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) that you provided in your letter, dated June 1, 2017 (the “Comment Letter”), with respect to the filing referenced above. As discussed with the Staff, at this time the Company is submitting only its response to comment 3, and the Company will respond on or about June 9, 2017 to the remaining comments set forth in the Comment Letter by filing its response electronically via the EDGAR system, which response will be accompanied by Amendment No. 3 to the Registration Statement on Form 10-12B (File No. 001-37994). This letter is being filed electronically via the EDGAR system. For the Staff’s convenience, the text of the Staff’s comment 3 is set forth below in bold, followed by the Company’s response. Unless otherwise specified, all references to page numbers and captions in the Company’s responses below correspond to the pages of the preliminary information statement filed as Exhibit 99.1 to Amendment No. 2 (“Amendment No. 2”) to the Registration Statement on Form 10-12B (File No. 001-37994) filed on May 15, 2017. Terms not otherwise defined in this letter have the meaning set forth in Amendment No. 2. Summary NOI Table, page 171 3. We note your response to prior comment 11. To the extent you wish to continue to disclose annualized NOI, please revise your filing to include the required disclosures outlined in item 10(b) of Regulation S-K pertaining to projections and forecasts. Your revised disclosure should also be presented in accordance with the AICPA’s Guide, Prospective Financial Information. We may have further comment. Company’s Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it does not believe that the presentation of annualized NOI constitutes a projection or forecast of its financial performance within the meaning of Item 10(b) of Regulation S-K. In particular, the Company notes that annualized NOI is simply the Company’s NOI from the first quarter of 2017 multiplied by four, and does not include assumptions for the next nine months regarding rental income, tenant expense recoveries, other operating revenue and operating expenses associated with our properties, all of which would be required to derive a financial projection. The Company has therefore concluded that annualized NOI is not a projection but rather a metric calculated based on current period results. Nonetheless, the Company will revise footnote 2 in each of the Summary NOI Tables to read as follows with respect to Annualized NOI: Represents NOI multiplied by four. Annualized NOI is not a projection or forecast of JBG SMITH’s future performance. Management believes Annualized NOI provides useful information in understanding JBG SMITH’s financial performance over a period of 12 months. There can be no assurance that the Annualized NOI shown will reflect, and investors should not rely on Annualized NOI as a projection or forecast of, JBG SMITH’s actual results of operations over any 12-month period. 2 If you have any questions regarding the foregoing, or would like to discuss further any of the matters raised in this response letter, please feel free to contact the undersigned at (212) 558-4940. Sincerely, By: /s/ William G. Farrar William G. Farrar cc: Joseph Macnow Alan J. Rice Stephen W. Theriot (Vornado Realty Trust) W. Matthew Kelly Steven Museles (The JBG Companies®) David W. Bonser Abigail C. Smith (Hogan Lovells US LLP) 3