Item 2. Management’s Discussion and Analysis
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Certain statements contained herein 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 future performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as "approximates," "believes," "expects," "anticipates," "estimates," "intends," "plans," "would," "may" or other similar expressions in this Quarterly Report on Form 10-Q. 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. For further discussion of factors that could materially affect the outcome of our forward-looking statements, see "Risk Factors" in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission on February 22, 2022 ("Annual Report") and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Quarterly Report on Form 10-Q and our Annual Report.
For these forward-looking 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, which speak only as of the date of this Quarterly Report on Form 10-Q. 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 date of this Quarterly Report on Form 10-Q.
Organization and Basis of Presentation
JBG SMITH Properties ("JBG SMITH"), a Maryland real estate investment trust ("REIT"), owns and operates a portfolio of commercial and multifamily assets amenitized with ancillary retail. JBG SMITH's portfolio reflects its longstanding strategy of owning and operating assets within Metro-served submarkets in the Washington, D.C. metropolitan area with high barriers to entry and vibrant urban amenities. Over half of our portfolio is in National Landing in Northern Virginia where we serve as the developer for Amazon.com, Inc.'s ("Amazon") new over five million square foot headquarters and where Virginia Tech's $1 billion Innovation Campus is under construction. In addition, our third-party asset management and real estate services business provides fee-based real estate services to Amazon, the Washington Housing Initiative ("WHI") Impact Pool, the legacy funds formerly organized by The JBG Companies ("JBG") (the "JBG Legacy Funds") and other third parties. Substantially all our assets are held by, and our operations are conducted through, JBG SMITH Properties LP ("JBG SMITH LP"), our operating partnership. JBG SMITH is referred to as "we," "us," "our" or other similar terms. References to "our share" refer to our ownership percentage of consolidated and unconsolidated assets in real estate ventures.
27
Table of Contents
We were organized 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, we acquired the management business, and certain assets and liabilities of JBG (the "Combination"). The Separation and the Combination are collectively referred to as the "Formation Transaction."
References to our financial statements refer to our unaudited condensed consolidated financial statements as of March 31, 2022 and December 31, 2021, and for the three months ended March 31, 2022 and 2021. References to our balance sheets refer to our condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021. References to our statements of operations refer to our condensed consolidated statements of operations for the three months ended March 31, 2022 and 2021. References to our statements of cash flows refer to our condensed consolidated statements of cash flows for the three months ended March 31, 2022 and 2021.
The accompanying financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"), which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates.
We have elected to be taxed as a REIT under sections 856-860 of the Internal Revenue Code of 1986, as amended (the "Code"). Under those sections, a REIT which distributes at least 90% of its REIT taxable income as dividends to its shareholders each year and which meets certain other conditions will not be taxed on that portion of its taxable income which is distributed to its shareholders. We currently adhere and intend to continue to adhere to these requirements and to maintain our REIT status in future periods. We also participate in the activities conducted by our subsidiary entities that have elected to be treated as taxable REIT subsidiaries under the Code. As such, we are subject to federal, state and local taxes on the income from these activities.
We aggregate our operating segments into three reportable segments (commercial, multifamily, and third-party asset management and real estate services) based on the economic characteristics and nature of our assets and services.
Our revenues and expenses are, to some extent, subject to seasonality during the year, which impacts quarterly net earnings, cash flows and funds from operations that affects the sequential comparison of our results in individual quarters over time. For instance, we have historically experienced higher utility costs in the first and third quarters of the year.
We compete with many property owners and developers. Our success depends upon, among other factors, trends affecting national and local economies, the financial condition and operating results of current and prospective tenants, the availability and cost of capital, interest rates, construction and renovation costs, taxes, governmental regulations and legislation, population trends, zoning laws, and our ability to lease, sublease or sell our assets at profitable levels. Our success is also subject to our ability to refinance existing debt on acceptable terms as it comes due.
Overview
As of March 31, 2022, our Operating Portfolio consisted of 62 operating assets comprising 41 commercial assets totaling 13.0 million square feet (11.3 million square feet at our share), 20 multifamily assets totaling 7,715 units (6,502 units at our share) and one wholly-owned land asset for which we are the ground lessor. Additionally, we have: (i) two under-construction multifamily assets with 1,583 units (1,583 units at our share); (ii) nine near-term development assets totaling 4.1 million square feet (3.9 million square feet at our share) of estimated potential development density; and (iii) 20 future development assets totaling 13.0 million square feet (10.5 million square feet at our share) of estimated potential development density.
We continue to focus on our comprehensive plan to reposition our holdings in National Landing in Northern Virginia by executing a broad array of Placemaking strategies. Our Placemaking includes the delivery of new multifamily and office developments, locally sourced amenity retail, and thoughtful improvements to the streetscape, sidewalks, parks and other outdoor gathering spaces. In keeping with our dedication to Placemaking, each new project is intended to contribute to authentic and distinct neighborhoods by creating a vibrant street environment with robust retail offerings and other amenities, including improved public spaces. Additionally, the cutting-edge digital infrastructure investments we are
28
Table of Contents
making, including the purchase of Citizens Broadband Radio Service wireless spectrum in National Landing and an agreement with AT&T, are advancing our efforts as we strive to make National Landing among the first 5G-operable submarkets in the nation.
In November 2018, Amazon announced it had selected sites in National Landing as the location of its new headquarters. We currently have leases with Amazon totaling 1.0 million square feet at six office buildings in National Landing. In March 2019, we executed purchase and sale agreements with Amazon for two of our National Landing development sites, Metropolitan Park and Pen Place. We are currently constructing two new office buildings for Amazon on Metropolitan Park, totaling 2.1 million square feet, inclusive of over 50,000 square feet of street-level retail with new shops and restaurants. The sale of Pen Place to Amazon is expected to close, subject to customary closing conditions, during the second quarter of 2022 for $198.0 million, and we expect Amazon to begin construction in 2022. We are the developer, property manager and retail leasing agent for Amazon's new headquarters at National Landing.
2022 Outlook
A fundamental component of our strategy to maximize long-term net asset value ("NAV") per share is active capital allocation. We evaluate development, acquisition, disposition, share repurchase and other investment decisions based on how they may impact long-term NAV per share. We intend to continue to opportunistically sell non-core office assets outside of National Landing as well as land sites where a ground lease or joint venture execution may represent the most attractive path to maximizing value. Successful execution of our capital allocation strategy enables us to source capital at NAV from the disposition of assets generating low cash yields and invest those proceeds in new acquisitions with higher cash yields and growth, as well as in development projects with significant yield spreads and profit potential. We view this strategy as a key tool to source capital and intend to continue disposing of assets where the disparity in public and private market valuations is greatest. Consequently, at any given time, we expect to be in various stages of discussions and negotiations with potential buyers, real estate venture partners, ground lessors and other counterparties with respect to sales, joint ventures and/or ground leases for certain of our assets, including portfolios thereof. These discussions and negotiations may or may not lead to definitive documentation or closed transactions. Redeploying the proceeds from these sales will not only help fund our planned growth, but will also further advance the strategic shift of our portfolio to majority multifamily.
Our office portfolio performance remained relatively stable in the first quarter. While the pandemic appears to be abating, and we are optimistic about the future, new leasing has been slow to recover and will likely continue to lag due to delayed return-to-the office plans and decision-making related to future office utilization. We expect this lag to continue to impact our occupancy levels through 2022. We have seen an increase in the number of employees returning to the office, with parking revenue in our commercial portfolio at approximately 65% of pre-pandemic levels of approximately $30 million annually, at our share.
Our multifamily portfolio has seen an improvement in occupancy as residents continue to return to urban environments, offices reinstate in-person mandates, and cities repopulate. Although asking rents in our portfolio ended the quarter above pre-pandemic levels, average in-place rents ended the quarter approximately 8.5% below asking rents. We expect in-place rents to increase as leases roll, resulting in incremental multifamily NOI growth.
Operating Results
Key highlights for the three months ended March 31, 2022 included:
● net loss attributable to common shareholders of $32,000, or $0.00 per diluted common share, for 2022 compared to $20.7 million, or $0.16 per diluted common share, for 2021;
● third-party real estate services revenue, including reimbursements, of $24.0 million for 2022 compared to $38.1 million for 2021;
● operating commercial portfolio leased and occupied percentages at our share of 85.2% and 83.3% as of March 31, 2022 compared to 84.9% and 82.9% as of December 31, 2021, and 87.3% and 86.9% as of March 31, 2021;
● operating multifamily portfolio leased and occupied percentages (1) at our share of 94.1% and 91.6% as of March 31, 2022 compared to 93.6% and 91.8% as of December 31, 2021, and 91.5% and 86.6% as of March 31, 2021.
29
Table of Contents
The in-service operating multifamily portfolio leased and occupied percentages at our share of 95.5% and 92.9% as of March 31, 2022, compared to 95.4% and 93.4% as of December 31, 2021, and 92.9% and 89.2% as of March 31, 2021;
● the leasing of 210,000 square feet at our share, at an initial rent (2) of $53.78 per square foot and a GAAP-basis weighted average rent per square foot (3) of $53.49 for 2022; and
● an increase in same store (4) NOI of 12.0% to $88.5 million for the three months ended March 31, 2022 compared to $79.0 million for the three months ended March 31, 2021.
(1) 2221 S. Clark Street - Residential and 900 W Street are excluded from leased and occupied percentages as they are operated as short-term rental properties
(2) Represents the cash basis weighted average starting rent per square foot at our share, which excludes free rent and fixed escalations .
(3) Represents the weighted average rent per square foot recognized over the term of the respective leases, including the effect of free rent and fixed escalations.
(4) 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.
Additionally, investing and financing activity during the three months ended March 31, 2022 included:
● the sale of a development parcel for a gross sales price of $3.3 million. See Note 3 to the financial statements for additional information;
● recognition of an aggregate gain of $5.2 million from the sale of various assets by one of our unconsolidated real estate ventures. See Note 4 to the financial statements for additional information;
● the sale of investments in equity securities, which had been carried at cost, resulting in a realized gain of $13.9 million;
● the amendment of a $200.0 million unsecured term loan, originally maturing in January 2023, to extend the maturity date to January 2025 with two one-year extension options, and to amend the interest rate to Secured Overnight Financing Rate ("SOFR") plus 1.15% to SOFR plus 1.75%, varying based on a ratio of our total outstanding indebtedness to a valuation of certain real property and assets;
● the payment of dividends totaling $28.7 million and distributions to our redeemable noncontrolling interests of $4.0 million;
● the repurchase and retirement of 3.3 million of our common shares for $93.1 million, a weighted average purchase price per share of $27.86; and
● the investment of $52.7 million in development, construction in progress and real estate additions.
Activity subsequent to March 31, 2022 included:
● the sale of the Universal Buildings for a gross sales price of $228.0 million;
● the formation of an unconsolidated real estate venture with affiliates of Fortress Investment Group LLC to recapitalize a 1.6 million square foot office portfolio and land parcels for a gross sales price of $580.0 million comprising four wholly owned commercial assets (7200 Wisconsin Avenue, 1730 M Street, RTC-West/RTC-West Trophy Office/RTC-West Land and Courthouse Plaza 1 and 2). See Note 3 to the financial statements for additional information;
● the repurchase and retirement of 707,000 common shares for $19.4 million, a weighted average purchase price per share of $27.39, pursuant to a repurchase plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended;
● repaid $210.0 million on our revolving credit facility; and
● the declaration of a quarterly dividend of $0.225 per common share, payable on May 27, 2022 to shareholders of record as of May 13, 2022.
Critical Accounting Estimates
Our Annual Report contains a description of our critical accounting estimates, including asset acquisitions, real estate, investments in real estate ventures and revenue recognition. There have been no significant changes to our policies during the three months ended March 31, 2022.
30
Table of Contents
Recent Accounting Pronouncements
See Note 2 to the financial statements for a description of recent accounting pronouncements.
Results of Operations
Comparison of the Three Months Ended March 31, 2022 to 2021
The following summarizes certain line items from our statements of operations that we believe are important in understanding our operations and/or those items which significantly changed in the three months ended March 31, 2022 compared to the same period in 2021:
Three Months Ended March 31,
2022
2021
% Change
(Dollars in thousands)
Property rental revenue
$
131,598
$
122,241
7.7
%
Third-party real estate services revenue, including reimbursements
23,970
38,107
(37.1)
%
Depreciation and amortization expense
58,062
64,726
(10.3)
%
Property operating expense
40,644
34,731
17.0
%
Real estate taxes expense
18,186
18,310
(0.7)
%
General and administrative expense:
Corporate and other
15,815
12,475
26.8
%
Third-party real estate services
27,049
28,936
(6.5)
%
Share-based compensation related to Formation Transaction and special equity awards
2,244
4,945
(54.6)
%
Transaction and other costs
899
3,690
(75.6)
%
Income (loss) from unconsolidated real estate ventures, net
3,145
(943)
433.5
%
Interest and other income, net
14,246
9
*
Interest expense
16,278
16,296
(0.1)
%
* Not meaningful.
Property rental revenue increased by approximately $9.4 million, or 7.7%, to $131.6 million in 2022 from $122.2 million in 2021. The increase was primarily due to (i) a $4.5 million increase related to higher occupancy at several recently developed properties (4747 Bethesda Avenue, West Half, The Wren, 900 W Street and 901 W Street), (ii) a $2.8 million increase related to the commencement of a lease with Amazon at 2100 Crystal Drive, (iii) a $2.8 million increase related to The Batley, which we acquired in November 2021 and (iv) a $1.7 million increase due to cash basis tenants paying previously deferred rent in 2022 and to a decrease in uncollectible operating lease receivables. The increase in property rental revenue was partially offset by a $2.1 million decrease related to lower occupancy at the Universal Buildings.
Third-party real estate services revenue, including reimbursements, decreased by approximately $14.1 million, or 37.1%, to $24.0 million in 2022 from $38.1 million in 2021. The decrease was primarily due to a $10.7 million decrease in development fees related to the timing of development projects and a $2.9 million decrease in reimbursement revenue due to the termination of a management agreement.
Depreciation and amortization expense decreased by approximately $6.7 million, or 10.3%, to $58.1 million in 2022 from $64.7 million in 2021. The decrease was primarily due to a $12.1 million decrease related to the Universal Buildings, RTC-West, 7200 Wisconsin Avenue and 2345 Crystal Drive primarily due to the amortization and disposal of certain tenant improvements in 2021. The decrease in depreciation and amortization expense was partially offset by a $4.3 million increase related to The Batley.
Property operating expense increased by approximately $5.9 million, or 17.0%, to $40.6 million in 2022 from $34.7 million in 2021. The increase was primarily due to (i) a $1.7 million increase related to technology initiatives in National Landing, (ii) an $879,000 increase related to The Batley, (iii) a $614,000 increase related to higher occupancy at several recently developed properties (4747 Bethesda Avenue, West Half, The Wren and 900 W Street), (iv) a $555,000 increase related to 2451 Crystal Drive due to costs incurred for construction management services provided to tenants, (v) a $524,000 increase related to 2221 S. Clark Street – Residential due to higher property management and other operating expenses and (vi) a
31
Table of Contents
$512,000 increase related to higher operating costs associated with the commencement of a lease with Amazon at 2100 Crystal Drive.
Real estate tax expense decreased by approximately $124,000, or 0.7%, to $18.2 million in 2022 from $18.3 million in 2021. The decrease was primarily due to a decrease in real estate tax assessments for various properties throughout our portfolio, partially offset by a $179,000 increase related to The Batley.
General and administrative expense: corporate and other increased by approximately $3.3 million, or 26.8%, to $15.8 million in 2022 from $12.5 million in 2021. The increase was primarily due to an increase in compensation expense.
General and administrative expense: third-party real estate services decreased by approximately $1.9 million, or 6.5%, to $27.0 million in 2022 from $28.9 million in 2021. The decrease was primarily due to a decrease in reimbursable expenses, partially offset by an increase in compensation expense.
General and administrative expense: share-based compensation related to Formation Transaction and special equity awards decreased by approximately $2.7 million, or 54.6%, to $2.2 million in 2022 from $4.9 million in 2021. The decrease was primarily due to the graded vesting of certain awards issued in prior years, which resulted in lower expense as portions of the awards vested.
Transaction and other costs of $899,000 in 2022 primarily included $732,000 of expenses related to completed, potential and pursued transactions, and $145,000 of integration and severance costs. Transaction and other costs of $3.7 million in 2021 primarily included $2.4 million of expenses related to completed, potential and pursued transactions, and $1.0 million of demolition costs related to 2000/2001 South Bell Street.
Income from unconsolidated real estate ventures increased by approximately $4.1 million, or 433.5%, to $3.1 million for 2022 from a loss of $943,000 in 2021. The increase was primarily due to the recognition of our proportionate gain totaling $5.2 million from the sale of various assets.
Interest and other income of $14.2 million in 2022 was primarily related to a realized gain of $13.9 million from the sale of investments in equity securities, which had been carried at cost.
Interest expense decreased by approximately $18,000, or 0.1%, to $16.3 million in 2022. The decrease in interest expense was due to a $3.2 million change in the fair value of our interest rate caps due to rising interest rates. The decrease in interest expense was partially offset by (i) a $1.4 million increase at Courthouse Plaza 1 and 2 due to a ground lease amendment in December 2021, which resulted in the ground lease being treated as a finance lease, (ii) an $894,000 increase related to our revolving credit facility as we drew on the revolver in November 2021 and (iii) an $830,000 increase due to new mortgage loans entered into in 2021 at 1225 S. Clark Street and 1215 S. Clark Street.
FFO
FFO is a non-GAAP financial measure computed in accordance with the definition established by the National Association of Real Estate Investment Trusts ("Nareit") in the Nareit FFO White Paper - 2018 Restatement. Nareit defines FFO as net income (loss) (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, including our share of such adjustments for unconsolidated real estate ventures.
We believe FFO is a meaningful non-GAAP financial measure useful in comparing our levered operating performance from period-to-period and as compared to similar real estate companies because FFO excludes 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 does not represent cash generated from operating activities and is 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 may not be comparable to similarly titled measures used by other companies.
32
Table of Contents
The following is the reconciliation of net loss attributable to common shareholders, the most directly comparable GAAP measure, to FFO:
Three Months Ended March 31,
X
2022
2021
(In thousands)
Net loss attributable to common shareholders
$
(32)
$
(20,731)
Net income (loss) attributable to redeemable noncontrolling interests
10
(2,230)
Net loss attributable to noncontrolling interests
(55)
(1,108)
Net loss
(77)
(24,069)
Loss on the sale of real estate
136
—
Gain on the sale of unconsolidated real estate assets
(5,243)
—
Real estate depreciation and amortization
55,517
62,500
Pro rata share of real estate depreciation and amortization from unconsolidated real estate ventures
6,870
7,311
FFO attributable to noncontrolling interests
(26)
1,071
FFO attributable to OP Units
57,177
46,813
FFO attributable to redeemable noncontrolling interests
(5,877)
(4,485)
FFO attributable to common shareholders
$
51,300
$
42,328
NOI and Same Store NOI
NOI is a non-GAAP financial measure management uses to assess a segment'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 provides 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 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 the amortization of acquired above-market leases and below-market ground lease intangibles. Management uses NOI as a supplemental performance measure of our assets 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 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 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.
Information provided on a same store basis includes the results of properties that are owned, operated and in-service for the entirety of both periods being compared, which excludes properties for which significant redevelopment, renovation or repositioning occurred during either of the periods being compared. During the three months ended March 31, 2022, our same store pool increased to 59 properties from 55 properties due to the inclusion of West Half, 901 W Street, 900 W Street 1770 Crystal Drive, 1900 N Street and 4747 Bethesda Avenue, and the exclusion of The Alaire and The Terano, which were sold during the period. While there is judgment surrounding changes in designations, a property is removed from the same store pool when the property is considered to be under-construction because it is undergoing significant redevelopment or renovation pursuant to a formal plan or is being repositioned in the market and such renovation or repositioning is expected to have a significant impact on property NOI. A development property or under-construction property is moved to the same store pool once a substantial portion of the growth expected from the development or redevelopment is reflected in both the current and comparable prior year period. Acquisitions are moved into the same store pool once we have owned the property for the entirety of the comparable periods and the property is not under significant development or redevelopment.
33
Table of Contents
Same store NOI increased $9.5 million, or 12.0%, to $88.5 million for the three months ended March 31, 2022 from $79.0 million for the same period in 2021. The increase was substantially attributable to (i) higher occupancy and rents, and lower concessions in our multifamily portfolio and (ii) cash basis tenants paying previously deferred rent, a decrease in uncollectible operating lease receivables and an increase in parking revenue in our commercial portfolio.
The following is the reconciliation of net loss attributable to common shareholders to NOI and same store NOI:
Three Months Ended March 31,
2022
2021
Net loss attributable to common shareholders
$
(32)
$
(20,731)
Add:
Depreciation and amortization expense
58,062
64,726
General and administrative expense:
Corporate and other
15,815
12,475
Third-party real estate services
27,049
28,936
Share-based compensation related to Formation Transaction and special equity awards
2,244
4,945
Transaction and other costs
899
3,690
Interest expense
16,278
16,296
Loss on the extinguishment of debt
591
—
Income tax expense (benefit)
(471)
4,315
Net income (loss) attributable to redeemable noncontrolling interests
10
(2,230)
Net loss attributable to noncontrolling interests
(55)
(1,108)
Less:
Third-party real estate services, including reimbursements revenue
23,970
38,107
Other revenue
2,196
2,186
Income (loss) from unconsolidated real estate ventures, net
3,145
(943)
Interest and other income, net
14,246
9
Loss on the sale of real estate
(136)
—
Consolidated NOI
76,969
71,955
NOI attributable to unconsolidated real estate ventures at our share
6,967
7,512
Non-cash rent adjustments (1)
(1,791)
(4,765)
Other adjustments (2)
8,760
4,738
Total adjustments
13,936
7,485
NOI
90,905
79,440
Less: out-of-service NOI loss (3)
(1,448)
(1,361)
Operating Portfolio NOI
92,353
80,801
Non-same store NOI (4)
3,814
1,767
Same store NOI (5)
$
88,539
$
79,034
Change in same store NOI
12.0%
Number of properties in same store pool
59
(1) Adjustment to exclude straight-line rent, above/below market lease amortization and lease incentive amortization.
(2) Adjustment to include other revenue and payments associated with assumed lease liabilities related to operating properties and to exclude commercial lease termination revenue and allocated corporate general and administrative expenses to operating properties.
(3) Includes the results of our under-construction assets, and near-term and future development pipelines.
(4) Includes the results of properties that were not 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.
(5) Includes the results of the properties that are owned, operated and in-service for the entirety of both periods being compared.
Reportable Segments
We review operating and financial data for each property on an individual basis; therefore, each of our individual properties is a separate operating segment. We define our reportable segments to be aligned with our method of internal reporting and the way our Chief Executive Officer, who is also our Chief Operating Decision Maker ("CODM"), makes key operating decisions, evaluates financial results, allocates resources and manages our business. Accordingly, we aggregate our operating segments into three reportable segments (commercial, multifamily, and third-party asset management and real estate services) based on the economic characteristics and nature of our assets and services.
34
Table of Contents
The CODM measures and evaluates the performance of our operating segments, with the exception of the third-party asset management and real estate services business, based on the NOI of properties within each segment.
With respect to the third-party asset management and real estate services business, the CODM reviews revenue streams generated by this segment ("Third-party real estate services, including reimbursements"), as well as the expenses attributable to the segment ("General and administrative: third-party real estate services"), which are both disclosed separately in our statements of operations. The following represents the components of revenue from our third-party asset management and real estate services business:
Three Months Ended March 31,
X
2022
2021
Property management fees
$
4,808
$
4,942
Asset management fees
1,771
2,228
Development fees (1)
3,539
14,250
Leasing fees
1,839
860
Construction management fees
150
172
Other service revenue
816
1,698
Third-party real estate services revenue, excluding reimbursements
12,923
24,150
Reimbursement revenue (2)
11,047
13,957
Third-party real estate services revenue, including reimbursements
23,970
38,107
Third-party real estate services expenses
27,049
28,936
Third-party real estate services revenue less expenses
$
(3,079)
$
9,171
(1) As of March 31, 2022, we had estimated unrecognized development fee revenue totaling $45.2 million, of which $10.4 million, $12.0 million and $6.3 million is expected to be recognized during the remainder of 2022, 2023 and 2024, and $16.5 million is expected to be recognized thereafter through 2027 as unsatisfied performance obligations are completed.
(2) Represents reimbursements of expenses incurred by us on behalf of third parties, including allocated payroll costs and amounts paid to third-party contractors for construction management projects.
See discussion of third-party real estate services revenue, including reimbursements, and third-party real estate services expenses for the three months ended March 31, 2022 in the preceding pages under "Results of Operations."
Consistent with internal reporting presented to our CODM and our definition of NOI, the third-party asset management and real estate services operating results are excluded from the NOI data below.
35
Table of Contents
Property revenue is calculated as property rental revenue plus parking revenue. Property expense is calculated as property operating expenses plus real estate taxes. Consolidated NOI is calculated as property revenue less property expense. See Note 16 to the financial statements for the reconciliation of net loss attributable to common shareholders to consolidated NOI for the three months ended March 31, 2022 and 2021. The following is a summary of NOI by segment:
Three Months Ended March 31,
X
2022
2021
Property revenue:
Commercial
$
91,633
$
89,871
Multifamily
42,242
32,651
Other (1)
1,924
2,474
Total property revenue
135,799
124,996
Property expense:
Commercial
37,979
35,736
Multifamily
18,976
17,440
Other (1)
1,875
(135)
Total property expense
58,830
53,041
Consolidated NOI:
Commercial
53,654
54,135
Multifamily
23,266
15,211
Other (1)
49
2,609
Consolidated NOI
$
76,969
$
71,955
(1) Includes activity related to future development assets and corporate entities and the elimination of inter-segment activity.
Comparison of the Three Months Ended March 31, 2022 to 2021
Commercial: Property rental revenue increased by $1.8 million, or 2.0%, to $91.6 million in 2022 from $89.9 million in 2021. Consolidated NOI decreased by $481,000, or 0.9%, to $53.7 million in 2022 from $54.1 million in 2021. The increase in property revenue was due to an increase in occupancy at 2100 Crystal Drive, cash basis tenants paying previously deferred rent in 2022, a decrease in uncollectible operating lease receivables and an increase in parking revenue as tenants returned to the office. The increase in property rental revenue was partially offset by a decrease in occupancy at the Universal Buildings and 2221 South Clark – Office. The decrease in consolidated NOI was due to higher cleaning expenses as tenants returned to the office and lower occupancy at the Universal Buildings and 2221 South Clark – Office resulting in higher non-reimbursable expenses, partially offset by the increase in property rental revenue.
Multifamily: Property rental revenue increased by $9.6 million, or 29.4%, to $42.2 million in 2022 from $32.7 million in 2021. Consolidated NOI increased by $8.1 million, or 53.0%, to $23.3 million in 2022 from $15.2 million in 2021. The increases in property revenue and consolidated NOI were due to the acquisition of The Batley in November 2021 and higher occupancy and rental rates, and lower operating costs across the portfolio. The increases in property rental revenue and consolidated NOI were partially offset by a decrease in occupancy at 2221 South Clark – Residential.
Liquidity and Capital Resources
Property rental income is our primary source of operating cash flow and depends on many factors including occupancy levels and rental rates, as well as our tenants' ability to pay rent. In addition, our third-party asset management and real estate services business provides fee-based real estate services to Amazon, the WHI Impact Pool, the JBG Legacy Funds and other third parties. Our assets provide a relatively consistent level of cash flow that enables us to pay operating expenses, debt service, recurring capital expenditures, dividends to shareholders and distributions to holders of OP Units and LTIP Units. Other sources of liquidity to fund cash requirements include proceeds from financings, recapitalizations, asset sales and the issuance and sale of securities. We anticipate that cash flows from continuing operations and proceeds from financings, recapitalizations and asset sales, together with existing cash balances, will be adequate to fund our business operations, debt amortization, capital expenditures, any dividends to shareholders and distributions to holders of OP Units and LTIP Units over the next 12 months.
36
Table of Contents
Financing Activities
The following is a summary of mortgages payable:
Weighted Average
Effective
Interest Rate (1)
March 31, 2022
December 31, 2021
(In thousands)
Variable rate (2)
2.38%
$
749,946
$
867,246
Fixed rate (3)
4.35%
872,335
921,013
Mortgages payable
1,622,281
1,788,259
Unamortized deferred financing costs and premium/discount, net (4)
(9,199)
(10,560)
Mortgages payable, net
1,613,082
$
1,777,699
Mortgages payable, net, related to assets held for sale
2.45%
163,897
—
Mortgages payable, net, including mortgages payable related to assets held for sale
$
1,776,979
$
1,777,699
(1) Weighted average effective interest rate as of March 31, 2022.
(2) Includes variable rate mortgages payable with interest rate cap agreements.
(3) Includes variable rate mortgages payable with interest rates fixed by interest rate swap agreements.
(4) As of March 31, 2022 and December 31, 2021, excludes $6.1 million and $6.4 million of net deferred financing costs related to unfunded mortgage loans that were included in "Other assets, net."
As of March 31, 2022 and December 31, 2021, the net carrying value of real estate collateralizing our mortgages payable, including mortgages payable related to assets held for sale, totaled $1.8 billion. Our mortgages payable contain covenants that limit our ability to incur additional indebtedness on these properties and, in certain circumstances, require lender approval of tenant leases and/or yield maintenance upon repayment prior to maturity. Certain mortgages payable are recourse to us. See Note 17 to the financial statements for additional information.
As of March 31, 2022 and December 31, 2021, we had various interest rate swap and cap agreements on certain mortgages payable with an aggregate notional value of $1.3 billion. See Note 15 to the financial statements for additional information.
Credit Facility
Our $1.4 billion credit facility consists of a $1.0 billion revolving credit facility maturing in January 2025, a $200.0 million unsecured term loan ("Tranche A-1 Term Loan") maturing in January 2025 and a $200.0 million unsecured term loan ("Tranche A-2 Term Loan") maturing in July 2024. Effective as of January 14, 2022, the Tranche A-1 Term Loan was amended to extend the maturity date to January 2025 with two one-year extension options, and to amend the interest rate to SOFR plus 1.15% to SOFR plus 1.75%, varying based on a ratio of our total outstanding indebtedness to a valuation of certain real property and assets. In connection with the loan amendment, we amended the related interest rate swaps, extending the maturity to July 2024 and converting the hedged rate from one-month LIBOR to one-month SOFR. The following is a summary of amounts outstanding under the credit facility:
Effective
Interest Rate (1)
March 31, 2022
December 31, 2021
(In thousands)
Revolving credit facility (2) (3) (4)
1.50%
$
300,000
$
300,000
Tranche A-1 Term Loan (5)
2.61%
$
200,000
$
200,000
Tranche A-2 Term Loan (5)
2.49%
200,000
200,000
Unsecured term loans
400,000
400,000
Unamortized deferred financing costs, net
(1,668)
(1,336)
Unsecured term loans, net
$
398,332
$
398,664
(1) Effective interest rate as of March 31, 2022.
(2) As of March 31, 2022 and December 31, 2021, letters of credit with an aggregate face amount of $467,000 and $911,000 were outstanding under our revolving credit facility.
37
Table of Contents
(3) As of March 31, 2022 and December 31, 2021, excludes $4.6 million and $5.0 million of net deferred financing costs related to our revolving credit facility that were included in "Other assets, net."
(4) The interest rate for our revolving credit facility excludes a 0.15% facility fee. In April 2022, we repaid $210.0 million on our revolving credit facility.
(5) As of March 31, 2022 and December 31, 2021, the outstanding balance was fixed by interest rate swap agreements. As of March, 31, 2022, the interest rate swaps mature in July 2024, and fix SOFR at a weighted average interest rate of 1.46% for the Tranche A-1 Term Loan and fix LIBOR at a weighted average interest rate of 1.34% for the Tranche A-2 Term Loan.
As of March 31, 2022, we had floating rate debt with a principal balance totaling $1.7 billion and hedging arrangements with a notional value totaling $1.4 billion that use LIBOR as a reference rate, including mortgages payable related to assets held for sale. On November 30, 2020, the United Kingdom regulator announced its intentions, subject to confirmation following an early December consultation, to cease the publication of the one-week and two-month USD-LIBOR immediately following the December 31, 2021 publications, and the remaining USD-LIBOR tenors immediately following the June 30, 2023 publications. Though an alternative reference rate for LIBOR, SOFR, exists, significant uncertainties still remain. We can provide no assurance regarding the future of LIBOR and when our LIBOR-based instruments will transition from LIBOR as a reference rate to SOFR or another reference rate. The discontinuation of a benchmark rate or other financial metric, changes in a benchmark rate or other financial metric, or changes in market perceptions of the acceptability of a benchmark rate or other financial metric, including LIBOR, could, among other things, result in increased interest payments, changes to our risk exposures, or require renegotiation of previous transactions. In addition, any such discontinuation or changes, whether actual or anticipated, could result in market volatility, adverse tax or accounting effects, increased compliance, legal and operational costs, and risks associated with contract negotiations.
Common Shares Repurchased
In March 2020, our Board of Trustees authorized the repurchase of up to $500.0 million of our outstanding common shares. During the three months ended March 31, 2022, we repurchased and retired 3.3 million common shares for $93.1 million, a weighted average purchase price per share of $27.86. During the three months ended March 31, 2021, we repurchased and retired 619,749 common shares for $19.2 million, a weighted average purchase price per share of $30.96. Since we began the share repurchase program, we have repurchased and retired 12.5 million common shares for $355.6 million, a weighted average purchase price per share of $28.45.
In April 2022, we repurchased and retired 707,000 common shares for $19.4 million, a weighted average purchase price per share of $27.39, pursuant to a repurchase plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
Purchases under the program are made either in the open market or in privately negotiated transactions from time to time as permitted by federal securities laws and other legal requirements. The timing, manner, price and amount of any repurchases will be determined by us at our discretion and will be subject to economic and market conditions, share price, applicable legal requirements and other factors. The program may be suspended or discontinued at our discretion without prior notice.
Material Cash Requirements
Our material cash requirements for the next 12 months and beyond include:
● normal recurring expenses;
● debt service and principal repayment obligations, including balloon payments on maturing debt — As of March 31, 2022, we had mortgages payable totaling $107.5 million on a consolidated basis and $194.1 million at our share scheduled to mature in 2022. In April 2022, we repaid $210.0 million on our revolving credit facility;
● capital expenditures, including major renovations, tenant improvements and leasing costs — As of March 31, 2022, we had committed tenant-related obligations totaling $78.6 million ($73.2 million related to our consolidated entities and $5.4 million related to our unconsolidated real estate ventures at our share);
● development expenditures — As of March 31, 2022, we had assets under construction that will, based on our current plans and estimates, require an additional $569.0 million to complete, which we anticipate will be primarily expended over the next two to three years;
38
Table of Contents
● dividends to shareholders and distributions to holders of OP Units and LTIP Units — On April 29, 2022, our Board of Trustees declared a quarterly dividend of $0.225 per common share;
● common share repurchases — In April 2022, we repurchased and retired 707,000 common shares for $19.4 million; and
● possible acquisitions of properties, either directly or indirectly through the acquisition of equity interests therein.
We expect to satisfy these needs using one or more of the following:
● cash and cash equivalents — As of March 31, 2022, we had cash and cash equivalents of $189.1 million;
● cash flows from operations;
● distributions from real estate ventures;
● borrowing capacity under our current credit facility — As of March 31, 2022, we had $699.5 million of availability under our credit facility; and
● proceeds from financings, recapitalizations and asset sales.
While we do not expect the need to do so during the next 12 months, we also can issue securities to raise funds.
During the three months ended March 31, 2022, there were no material changes to the material cash requirements information presented in Item 7 of Part II of our Annual Report.
See additional information in the following pages under "Commitments and Contingencies."
Summary of Cash Flows
The following summary discussion of our cash flows is based on our statements of cash flows and is not meant to be an all-inclusive discussion of the changes in our cash flows:
Three Months Ended March 31,
2022
2021
(In thousands)
Net cash provided by operating activities
$
69,598
$
66,502
Net cash used in investing activities
(32,951)
(29,515)
Net cash used in financing activities
(119,529)
(51,776)
Cash Flows for the Three Months Ended March 31, 2022
Cash and cash equivalents, and restricted cash decreased $82.9 million to $219.2 million as of March 31, 2022, compared to $302.1 million as of December 31, 2021. This decrease resulted from $119.5 million of net cash used in financing activities and $33.0 million of net cash used in investing activities, partially offset by $69.6 million of net cash provided by operating activities. Our outstanding debt was $2.5 billion as of March 31, 2022 and December 31, 2021.
Net cash provided by operating activities of $69.6 million primarily comprised: (i) $50.7 million of net income (before $50.6 million of non-cash items and a $136,000 loss on the sale of real estate), (ii) $2.9 million of return on capital from unconsolidated real estate ventures and (iii) $16.0 million of net change in operating assets and liabilities. Non-cash income adjustments of $50.6 million primarily include depreciation and amortization expense, net income from investments, share-based compensation expense, deferred rent, net income from unconsolidated real estate ventures, amortization of lease incentives and other non-cash items.
Net cash used in investing activities of $33.0 million comprised: (i) $52.7 million of development costs, construction in progress and real estate additions and (ii) $7.2 million of investments in unconsolidated real estate ventures and other investments, partially offset by (iii) $17.8 million of proceeds from the sale of investments, (iv) $6.0 million of distributions of capital from unconsolidated real estate ventures and (v) $3.1 million of proceeds from the sale of real estate.
39
Table of Contents
Net cash used in financing activities of $119.5 million primarily comprised: (i) $91.1 million of common shares repurchased, (ii) $28.7 million of dividends paid to common shareholders, (iii) $4.0 million of distributions to our redeemable noncontrolling interests and (iv) $1.2 million of repayments of mortgages payable, partially offset by (v) $6.0 million of contributions from noncontrolling interests.
Unconsolidated Real Estate Ventures
We consolidate entities in which we have a controlling interest or are the primary beneficiary in a variable interest entity. From time to time, we may have off-balance-sheet unconsolidated real estate ventures and other unconsolidated arrangements with varying structures.
As of March 31, 2022, we had investments in unconsolidated real estate ventures totaling $461.4 million. For these investments, we exercise significant influence over but do not control these entities and, therefore, account for these investments using the equity method of accounting. For a more complete description of our real estate ventures, see Note 4 to the financial statements.
From time to time, we (or ventures in which we have an ownership interest) have agreed, and may in the future agree with respect to unconsolidated real estate ventures, to (i) guarantee portions of the principal, interest and other amounts in connection with borrowings, (ii) provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) in connection with borrowings or (iii) provide guarantees to lenders and other third parties for the completion of development projects. We customarily have agreements with our outside venture partners whereby the partners agree to reimburse the real estate venture or us for their share of any payments made under certain of these guarantees. At times, we also have agreements with certain of our outside venture partners whereby we agree to either indemnify the partners and/or the associated ventures with respect to certain contingent liabilities associated with operating assets or to reimburse our partner for its share of any payments made by them under certain guarantees. Guarantees (excluding environmental) customarily terminate either upon the satisfaction of specified circumstances or repayment of the underlying debt. Amounts that we may be required to pay in future periods in relation to guarantees associated with budget overruns or operating losses are not estimable.
As of March 31, 2022, we had additional capital commitments and certain recorded guarantees to our unconsolidated real estate ventures totaling $68.6 million. As of March 31, 2022, we had no principal payment guarantees related to our unconsolidated real estate ventures.
We evaluate reconsideration events as we become aware of them. Reconsideration events include amendments to real estate venture agreements or changes in our partner's ability to make contributions to the venture. Under certain circumstances, we may purchase our partner's interest. A reconsideration event could cause us to consolidate an unconsolidated real estate venture in the future or deconsolidate a consolidated entity.
Commitments and Contingencies
Insurance
We maintain general liability insurance with limits of $150.0 million per occurrence and in the aggregate, and property and rental value insurance coverage with limits of $1.5 billion per occurrence, with sub-limits for certain perils such as floods and earthquakes on each of our properties. We also maintain coverage, through our wholly owned captive insurance subsidiary, for a portion of the first loss on the above limits and for both terrorist acts and for nuclear, biological, chemical or radiological terrorism events with limits of $2.0 billion per occurrence. These policies are partially reinsured by third-party insurance providers.
We will continue to monitor the state of the insurance market, and the scope and costs of coverage for acts of terrorism. We cannot anticipate what coverage will be available on commercially reasonable terms in the future. We are responsible for deductibles and losses in excess of the insurance coverage, which could be material.
40
Table of Contents
Our debt, consisting of mortgages payable secured by our properties, a revolving credit facility and unsecured term loans, contains customary covenants requiring adequate insurance coverage. Although we believe that we currently have adequate insurance coverage, we may not be able to obtain an equivalent amount of coverage at a reasonable cost in the future. If lenders insist on greater coverage than we are able to obtain, it could adversely affect our ability to finance or refinance our properties.
Construction Commitments
As of March 31, 2022, we had assets under construction that will, based on our current plans and estimates, require an additional $569.0 million to complete, which we anticipate will be primarily expended over the next two to three years. These capital expenditures are generally due as the work is performed, and we expect to finance them with debt proceeds, proceeds from asset recapitalizations and sales, and available cash.
Other
As of March 31, 2022, we had committed tenant-related obligations totaling $78.6 million ($73.2 million related to our consolidated entities and $5.4 million related to our unconsolidated real estate ventures at our share). The timing and amounts of payments for tenant-related obligations are uncertain and may only be due upon satisfactory performance of certain conditions.
There are various legal actions against us in the ordinary course of business. In our opinion, the outcome of such matters will not have a material adverse effect on our financial condition, results of operations or cash flows.
With respect to borrowings of our consolidated entities, we have agreed, and may in the future agree, to (i) guarantee portions of the principal, interest and other amounts, (ii) provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) or (iii) provide guarantees to lenders, tenants and other third parties for the completion of development projects. As of March 31, 2022, the aggregate amount of principal payment guarantees was $8.3 million for our consolidated entities.
In connection with the Formation Transaction, we have an agreement with Vornado regarding tax matters (the "Tax Matters Agreement") that provides special rules that allocate tax liabilities if the distribution of JBG SMITH shares by Vornado, together with certain related transactions, is determined not to be tax-free. Under the Tax Matters Agreement, we may be required to indemnify Vornado against any taxes and related amounts and costs resulting from a violation by us of the Tax Matters Agreement
Environmental Matters
Under various federal, state and local laws, ordinances and regulations, an owner of real estate is liable for the costs of removal or remediation of certain hazardous or toxic substances on such real estate. These laws often impose such liability without regard to whether the owner knew of, or was responsible for, the presence of such hazardous or toxic substances. The costs of remediation or removal of such substances may be substantial and the presence of such substances, or the failure to promptly remediate such substances, may adversely affect the owner's ability to sell such real estate or to borrow using such real estate as collateral. In connection with the ownership and operation of our assets, we may be potentially liable for such costs. The operations of current and former tenants at our assets have involved, or may have involved, the use of hazardous materials or generated hazardous waste. The release of such hazardous materials and waste could result in us incurring liabilities to remediate any resulting contamination. The presence of contamination or the failure to remediate contamination at our properties may (i) expose us to third-party liability (e.g., for cleanup costs, natural resource damages, bodily injury or property damage), (ii) subject our properties to liens in favor of the government for damages and costs the government incurs in connection with the contamination, (iii) impose restrictions on the manner in which a property may be used or which businesses may be operated, or (iv) materially adversely affect our ability to sell, lease or develop the real estate or to borrow using the real estate as collateral. In addition, our assets are exposed to the risk of contamination originating from other sources. While a property owner may not be responsible for remediating contamination that has migrated onsite from an identifiable and viable offsite source, the contaminant's presence can have adverse effects on operations and the redevelopment of our assets. To the extent we send contaminated materials to other locations for treatment or disposal, we may be liable for cleanup of those sites if they become contaminated.
41
Table of Contents
Most of our assets have been subject, at some point, to environmental assessments that are intended to evaluate the environmental condition of the assets. These environmental assessments generally have included a historical review, a public records review, a visual inspection of the site and surrounding assets, visual or historical evidence of underground storage tanks, and the preparation and issuance of a written report. Soil and/or groundwater subsurface testing is conducted at our assets, when necessary, to further investigate any issues raised by the initial assessment that could reasonably be expected to pose a material concern to the property or result in us incurring material environmental liabilities as a result of redevelopment. They may not, however, have included extensive sampling or subsurface investigations. In each case where the environmental assessments have identified conditions requiring remedial actions required by law, we have initiated appropriate actions. The environmental assessments did not reveal any material environmental contamination that we believe would have a material adverse effect on our overall business, financial condition or results of operations, or that have not been anticipated and remediated during site redevelopment as required by law. Nevertheless, there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites or changes in cleanup requirements would not result in significant cost to us. As disclosed in Note 17 to the financial statements, environmental liabilities totaled $18.2 million as of March 31, 2022 and December 31, 2021 and are included in "Other liabilities, net" in our balance sheets.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.