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 October 25, 2024, JBG SMITH Properties had
JBG SMITH PROPERTIES
QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2024
TABLE OF CONTENTS
2
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
JBG SMITH PROPERTIES
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands, except par value amounts)
| September 30, 2024 |
| December 31, 2023 | |||
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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Deferred leasing costs, net | | | ||||
Intangible assets, net | | | ||||
Other assets, net |
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TOTAL ASSETS | $ | | $ | | ||
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY |
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Liabilities: |
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Mortgage loans, net | $ | | $ | | ||
Revolving credit facility |
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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 September 30, | Nine Months Ended September 30, | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
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, net |
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Interest expense |
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Gain (loss) on the sale of real estate, net |
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Gain (loss) on the extinguishment of debt |
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Impairment loss | — | ( | ( | ( | ||||||||
Total other income (expense) |
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LOSS BEFORE INCOME TAX (EXPENSE) BENEFIT |
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Income tax (expense) benefit |
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NET LOSS |
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Net loss attributable to redeemable noncontrolling interests |
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Net (income) loss attributable to noncontrolling interests |
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NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ | ( | $ | ( | $ | ( | $ | ( | ||||
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 Loss
(Unaudited)
(In thousands)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
NET LOSS | $ | ( | $ | ( | $ | ( | $ | ( | ||||
OTHER COMPREHENSIVE INCOME (LOSS): |
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Change in fair value of derivative financial instruments |
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Reclassification of net income on derivative financial instruments from accumulated other comprehensive income (loss) into interest expense |
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Total other comprehensive income (loss) |
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COMPREHENSIVE LOSS |
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Net loss attributable to redeemable noncontrolling interests |
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Net (income) loss attributable to noncontrolling interests | ( | | | | ||||||||
Other comprehensive (income) loss attributable to redeemable noncontrolling interests |
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Other comprehensive (income) loss attributable to noncontrolling interests | | ( | ( | ( | ||||||||
COMPREHENSIVE 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 | ||||||||||||||||||||
Additional | Other | |||||||||||||||||||
Common Shares | Paid-In | Accumulated |
| Comprehensive | Noncontrolling | Total | ||||||||||||||
Shares | Amount | Capital | Deficit |
| Income (Loss) | Interests | Equity | |||||||||||||
BALANCE AS OF JUNE 30, 2024 |
| | $ | | $ | | $ | ( | $ | | $ | | $ | | ||||||
Net income (loss) attributable to common shareholders and noncontrolling interests |
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Redemption of common limited partnership units ("OP Units") for 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 ($ | — | — | — | ( | — | — | ( | |||||||||||||
Distributions to noncontrolling interests, net |
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Redeemable noncontrolling interests redemption value adjustment and total other comprehensive loss allocation |
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Total other comprehensive loss |
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Other comprehensive loss attributable to noncontrolling interests | — | — | — | — | | ( | — | |||||||||||||
BALANCE AS OF SEPTEMBER 30, 2024 |
| | $ | | $ | | $ | ( | $ | ( | $ | | $ | | ||||||
BALANCE AS OF JUNE 30, 2023 |
| | $ | | $ | | $ | ( | $ | | $ | | $ | | ||||||
Net loss attributable to common shareholders and noncontrolling interests |
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Redemption of OP Units for common shares |
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Common shares repurchased | ( | ( | ( | — |
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Common shares issued pursuant to employee incentive compensation plan and ESPP | | — | | — | — | — | | |||||||||||||
Dividends declared on common shares | — | — | — | ( | — | — | ( | |||||||||||||
Distributions to 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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Other comprehensive income attributable to noncontrolling interests | — | — | — | — | ( | | — | |||||||||||||
BALANCE AS OF SEPTEMBER 30, 2023 |
| | $ | | $ | | $ | ( | $ | | $ | | $ | |
See accompanying notes to the condensed consolidated financial statements (unaudited).
6
JBG SMITH PROPERTIES
Condensed Consolidated Statements of Equity
(Unaudited)
(In thousands)
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Accumulated | ||||||||||||||||||||
Additional | Other | |||||||||||||||||||
Common Shares | Paid-In | Accumulated |
| Comprehensive | Noncontrolling | Total | ||||||||||||||
Shares | Amount | Capital | Deficit |
| Income (Loss) | Interests | Equity | |||||||||||||
BALANCE AS OF DECEMBER 31, 2023 |
| | $ | | $ | | $ | ( | $ | | $ | | $ | | ||||||
Net loss attributable to common shareholders and noncontrolling interests |
| — |
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| ( |
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Redemption of OP Units for 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 ($ | — | — | — | ( | — | — | ( | |||||||||||||
Acquisition of noncontrolling interests | — | — | ( | — | — | ( | ( | |||||||||||||
Contributions from noncontrolling interests, net |
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Redeemable noncontrolling interests redemption value adjustment and total other comprehensive loss allocation |
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Total other comprehensive loss |
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Other comprehensive income attributable to noncontrolling interests | — | — | — | — | ( | | — | |||||||||||||
BALANCE AS OF SEPTEMBER 30, 2024 |
| | $ | | $ | | $ | ( | $ | ( | $ | | $ | | ||||||
BALANCE AS OF DECEMBER 31, 2022 |
| | $ | | $ | | $ | ( | $ | | $ | | $ | | ||||||
Net loss attributable to common shareholders and noncontrolling interests |
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Redemption of OP Units for 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 ($ | — | — | — | ( | — | — | ( | |||||||||||||
Distributions to 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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Other comprehensive income attributable to noncontrolling interests | — | — | — | — | ( | | — | |||||||||||||
BALANCE AS OF SEPTEMBER 30, 2023 |
| | $ | | $ | | $ | ( | $ | | $ | | $ | |
See accompanying notes to the condensed consolidated financial statements (unaudited).
7
JBG SMITH PROPERTIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
Nine Months Ended September 30, | ||||||
| 2024 |
| 2023 | |||
OPERATING ACTIVITIES: |
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Net loss | $ | ( | $ | ( | ||
Adjustments to reconcile net loss to net cash provided by operating activities: |
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Share-based compensation expense |
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Depreciation and amortization expense, including amortization of deferred financing costs |
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Deferred rent |
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(Income) loss 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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(Gain) loss on the extinguishment of debt |
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Impairment loss | | | ||||
(Gain) loss on the sale of real estate, net |
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Loss (income) 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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Acquisition of real estate |
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Proceeds from the sale of real estate |
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Proceeds from derivative financial instruments | | | ||||
Payments on derivative financial instruments | ( | ( | ||||
Distributions of capital from unconsolidated real estate ventures and other investments |
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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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Borrowings under mortgage loans |
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Borrowings under revolving credit facility |
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Borrowings under term loans |
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Repayments of mortgage loans |
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Repayments of revolving credit facility |
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Proceeds from derivative financial instruments | — | | ||||
Payments on derivative financial instruments | ( | ( | ||||
Debt issuance and modification costs |
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Acquisition/redemption of noncontrolling interests |
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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 | ( | ( | ||||
Net cash used in financing activities |
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8