What changed in this filing

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Item 1. Financial Statements

2022-07-29 compared with 2022-04-28 · 161 added, 70 removed, 388 unchanged (37% of the section changed)

5 unchanged sentences

(IN THOUSANDS, EXCEPT PER SHARE DATA )

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

Land $ 373,171 $ 322,623

11 unchanged sentences

Notes payable, net $ 497,135 $ 496,946

Mortgage notes payable, net 71,576 —

Accounts payable and other liabilities 39,890 40,585

10 unchanged sentences

150,000 and 100,000 shares authorized;

87,414 and 86,261 shares issued and outstanding, as of March 31, 2022 and December 31, 2021, respectively

87,392 and 86,261 shares issued and outstanding, as of June 30, 2022 and December 31, 2021, respectively

Additional paid in capital 1,727,031 1,697,477

9 unchanged sentences

(IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Real estate rental revenue $ 51,380 $ 41,297 $ 99,184 $ 81,904

6 unchanged sentences

54,098 43,638 104,362 82,683

Real estate operating (loss) income ( 2,460 ) 1,562

Real estate operating loss ( 2,718 ) ( 2,341 ) ( 5,178 ) ( 779 )

Other income (expense)

Interest expense ( 6,156 ) ( 10,158 ) ( 11,806 ) ( 20,281 )

Loss on interest rate derivatives — ( 5,760 ) — ( 5,760 )

Other income — 1,522 386 2,806

9 unchanged sentences

Basic net loss per common share $ ( 0.10 ) $ ( 0.08 ) $ ( 0.19 ) $ ( 0.10 )

$ ( 0.09 ) $ ( 0.02 )

Diluted net (loss) income per common share:

2 unchanged sentences

Diluted net loss per common share $ ( 0.10 ) $ ( 0.08 ) $ ( 0.19 ) $ ( 0.10 )

$ ( 0.09 ) $ ( 0.02 )

Weighted average shares outstanding – basic 87,392 84,461 87,303 84,437

4 unchanged sentences

(IN THOUSANDS)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Net loss $ ( 8,874 ) $ ( 6,992 ) $ ( 16,598 ) $ ( 8,139 )

11 unchanged sentences

Net loss — — — ( 16,598 ) — ( 16,598 ) — ( 16,598 )

Unrealized gain on interest rate hedges — — — — 1,925 1,925 — 1,925

Unrealized loss on interest rate hedges — — — — 2,842 2,842 — 2,842

Amortization of swap settlements — — — — 1,020 1,020 — 1,020

5 unchanged sentences

Share grants, net of forfeitures and tax withholdings 79 1 2,195 — — 2,196 — 2,196

Balance, March 31, 2022 87,414 $ 874 $ 1,725,828 $ ( 385,108 ) $ ( 16,656 ) $ 1,324,938 $ 305 $ 1,325,243

Balance, June 30, 2022 87,392 $ 874 $ 1,727,031 $ ( 408,882 ) $ ( 15,229 ) $ 1,303,794 $ 302 $ 1,304,096

Shares Issued and Out-standing Shares of Beneficial Interest at Par Value Additional Paid in Capital Distributions in Excess of

3 unchanged sentences

Unrealized loss on interest rate hedges — — — — 2,584 2,584 — 2,584

Loss on interest rate derivatives — — — — 5,760 5,760 — 5,760

Amortization of swap settlements — — — — 1,019 1,019 — 1,019

5 unchanged sentences

Share grants, net of forfeitures and tax withholdings 112 2 3,567 — — 3,569 — 3,569

Balance, June 30, 2021 84,590 $ 846 $ 1,654,409 $ ( 357,934 ) $ ( 21,200 ) $ 1,276,121 $ 314 $ 1,276,435

See accompanying notes to the consolidated financial statements.

WASHINGTON REAL ESTATE INVESTMENT TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(IN THOUSANDS)

Shares Issued and Out-standing Shares of Beneficial Interest at Par Value Additional Paid in Capital Distributions in Excess of

Net Income Accumulated Other Comprehensive Loss Total Shareholders’ Equity Noncontrolling Interests in Subsidiaries Total Equity

Balance, March 31, 2022 87,414 $ 874 $ 1,725,828 $ ( 385,108 ) $ ( 16,656 ) $ 1,324,938 $ 305 $ 1,325,243

Net loss — — — ( 8,874 ) — ( 8,874 ) — ( 8,874 )

Unrealized loss on interest rate hedges — — — — 917 917 — 917

Amortization of swap settlements — — — — 510 510 — 510

Distributions to noncontrolling interests — — — — — — ( 3 ) ( 3 )

Dividends ($ 0.17 per common share)

— — — ( 14,900 ) — ( 14,900 ) — ( 14,900 )

Shares issued under Dividend Reinvestment Program 10 — 254 — — 254 — 254

Share grants, net of share grant amortization and forfeitures ( 32 ) — 949 — — 949 — 949

Balance, June 30, 2022 87,392 $ 874 $ 1,727,031 $ ( 408,882 ) $ ( 15,229 ) $ 1,303,794 $ 302 $ 1,304,096

Shares Issued and Out-standing Shares of Beneficial Interest at Par Value Additional Paid in Capital Distributions in Excess of

Net Income Accumulated Other Comprehensive Loss Total Shareholders’ Equity Noncontrolling Interests in Subsidiaries Total Equity

Balance, March 31, 2021 84,564 $ 846 $ 1,651,680 $ ( 325,469 ) $ ( 28,473 ) $ 1,298,584 $ 318 $ 1,298,902

Net loss — — — ( 6,992 ) — ( 6,992 ) — ( 6,992 )

Unrealized loss on interest rate hedges — — — — 1,004 1,004 — 1,004

Loss on interest rate derivatives — — — — 5,760 5,760 — 5,760

Amortization of swap settlements — — — — 509 509 — 509

Distributions to noncontrolling interests — — — — — — ( 4 ) ( 4 )

Dividends ($ 0.30 per common share)

— — — ( 25,473 ) — ( 25,473 ) — ( 25,473 )

Shares issued under Dividend Reinvestment Program 22 — 489 — — 489 — 489

Share grants, net of forfeitures and tax withholdings 4 — 2,240 — — 2,240 — 2,240

Balance, June 30, 2021 84,590 $ 846 $ 1,654,409 $ ( 357,934 ) $ ( 21,200 ) $ 1,276,121 $ 314 $ 1,276,435

See accompanying notes to the consolidated financial statements.

2 unchanged sentences

(IN THOUSANDS)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities

5 unchanged sentences

Net amortization of debt premiums, discounts and related financing costs 2,006 2,227

Loss on interest rate derivatives — 5,760

Changes in operating other assets ( 2,469 ) ( 6,071 )

5 unchanged sentences

Development in progress ( 659 ) ( 7,794 )

Real estate deposits, net ( 5,330 ) —

Non-real estate capital improvements ( 642 ) ( 31 )

8 unchanged sentences

Payment of tax withholdings for restricted share awards ( 2,100 ) ( 335 )

Net cash provided by (used in) financing activities 12,009 ( 33,749 )

Net cash used in financing activities ( 4,299 ) ( 48,687 )

Net decrease in cash, cash equivalents and restricted cash ( 187,449 ) ( 2,260 )

5 unchanged sentences

Dividend payable 14,916 25,474

Mortgage notes payable assumed in connection with the acquisition of real estate 76,554 —

Reconciliation of cash, cash equivalents and restricted cash:

5 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2022

June 30, 2022

NATURE OF BUSINESS

1 unchanged sentence

Our business primarily consists of the ownership of apartment communities in the greater Washington, DC metro and Southeastern regions.

Within these notes to the financial statements, we refer to the three months ended March 31, 2022 and March 31, 2021 as the “2022 Quarter” and the “2021 Quarter,” respectively.

Within these notes to the financial statements, we refer to the three months ended June 30, 2022 and June 30, 2021 as the “2022 Quarter” and the “2021 Quarter,” respectively, and the six months ended June 30, 2022 and June 30, 2021 as the “2022 Period” and the “2021 Period,” respectively.

Federal Income Taxes

4 unchanged sentences

Our TRS is subject to corporate federal and state income tax on its taxable income at regular statutory rates.

As of both March 31, 2022 and December 31, 2021, our TRS had a deferred tax asset of $ 1.4 million that was fully reserved.

As of both June 30, 2022 and December 31, 2021, our TRS had a deferred tax asset of $ 1.4 million that was fully reserved.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATIONS

23 unchanged sentences

Our borrowing rate is computed based on observable borrowing rates taking into consideration our credit quality and adjusting to a secured borrowing rate for similar assets and term.

As of March 31, 2022, our balance sheet included $ 3.7 million in right-of-use assets and liabilities, net of amortization.

Lease expense for the operating lease is recognized on a straight-line basis over the expected lease term and is included in “General and administrative expense.”

As of June 30, 2022, our balance sheet included $ 3.4 million in right-of-use assets and liabilities, net of amortization.

Lease expense for the operating lease is recognized on a straight-line basis over the expected lease term and is included in General and administrative expense on the consolidated statements of operations.

Restricted Cash

Restricted cash includes funds held in escrow for tenant security deposits.

Restricted cash includes funds held in escrow for tenant security deposits and mortgage escrows.

Transformation Costs

3 unchanged sentences

Actual results could differ from those estimates.

We acquired the following property during the 2022 Quarter (the “2022 acquisition”):

Acquisition Date Property Type # of homes Average Occupancy Contract

We acquired the following properties during the 2022 Period:

Acquisition Date Property Type # of homes Ending Occupancy (1)

Purchase Price

1 unchanged sentence

February 1, 2022 Carlyle of Sandy Springs Residential 389 94.3 % $ 105,586

The results of operations from the acquired operating property are included in the condensed consolidated statements of operations as of its acquisition date and were as follows (in thousands):

Three Months Ended March 31, 2022

May 5, 2022 Marietta Crossing Residential 420 91.2 % 107,900

May 5, 2022 Alder Park Residential 270 95.9 % 69,750

1,079 $ 283,236

______________________________

(1) As of June 30, 2022.

The results of operations from the acquired operating properties are included in the condensed consolidated statements of operations as of their acquisition date and were as follows (in thousands):

Three Months Ended June 30, 2022 Six Months Ended June 30, 2022

Real estate rental revenue $ 3,651 $ 4,726

Net loss ( 2,943 ) ( 3,607 )

We accounted for the 2022 acquisition as an asset acquisition.

We measured the value of the acquired physical assets (land and building) and in-place leases (absorption costs) by allocating the total cost of the acquisition on a relative fair value basis .

The total cost of the 2022 acquisition was as follows (in thousands):

We accounted for the 2022 acquisitions as asset acquisitions.

We measured the value of the acquired physical assets (land and building), in-place leases (absorption costs) and mortgage notes by allocating the total cost of the acquisition on a relative fair value basis .

The total cost of the 2022 acquisitions was as follows (in thousands):

Contract purchase price $ 283,236

1 unchanged sentence

Total $ 283,714

We have recorded the total cost of the 2022 acquisition as follows (in thousands):

We have recorded the 2022 acquisitions as follows (in thousands):

Land $ 50,547

1 unchanged sentence

Absorption costs 7,300

Total $ 105,720

Aggregate discount on assumed mortgages 5,042

Total acquisition cost 283,714

Outstanding balance on assumed mortgages ( 76,554 )

Total carrying amounts recorded $ 207,160

The weighted remaining average life for the absorption costs is four months .

The difference in the total acquisition cost of $ 283.7 million for the 2022 acquisitions and the cash paid for the acquisitions per the consolidated statements of cash flows of $ 204.4 million is due to the assumption of two mortgage notes secured by Marietta Crossing and Alder Park for an aggregate outstanding balance of $ 76.6 million and credits received at settlement totaling $ 2.8 million.

Development/Redevelopment

We have properties under development/redevelopment and held for current or future development.

As of March 31, 2022, we have invested $ 30.3 million, including the cost of acquired land, in a residential development adjacent to Riverside Apartments.

In addition, in our residential segment, we continue to capitalize qualifying costs on several other projects with minor development activity necessary to ready each project for its intended use.

As of June 30, 2022, we have invested $ 30.4 million, including the cost of acquired land, in a residential development adjacent to Riverside Apartments.

During the 2022 Quarter, we paused development activities at the aforementioned property and ceased associated capitalization of interest on spending and real estate taxes.

However, we continue to capitalize qualifying costs on several other projects with minor development activity necessary to ready each project for its intended use.

Properties Sold and Held for Sale

2 unchanged sentences

Depreciation on these properties is discontinued at the time they are classified as held for sale, but operating revenues, operating expenses and interest expense continue to be recognized until the date of sale.

We did not sell or classify any properties as held for sale during the 2022 Period.

We sold the following properties during 2021 ($ in thousands):

13 unchanged sentences

The dispositions of the Office Portfolio and the Retail Portfolio represent a strategic shift that had a major effect on our financial results and we have accordingly reported the Office Portfolio and Retail Portfolio as discontinued operations.

As of March 31, 2022, we assessed our properties for impairment and did no t recognize any impairment charges during the 2022 Quarter.

We applied reasonable estimates and judgments in evaluating each of the properties as of March 31, 2022.

As of June 30, 2022, we assessed our properties, including assets held for development, for impairment and did no t recognize any impairment charges during the 2022 Period.

We applied reasonable estimates and judgments in evaluating each of the properties as of June 30, 2022.

Should external or internal circumstances change requiring the need to shorten holding periods or adjust future estimated cash flows from our properties, we could be required to record impairment charges in the future.

1 unchanged sentence

The results of the Office Portfolio and Retail Portfolio are classified as discontinued operations and are summarized as follows (amounts in thousands, except for share data):

Three Months Ended March 31, 2021

Three Months Ended June 30, 2021 Six Months Ended June 30, 2021

Real estate rental revenue $ 30,561 $ 59,587

15 unchanged sentences

In addition, the Revolving Credit Facility requires the payment of a facility fee ranging from 0.10 % to 0.30 % (depending on WashREIT’s credit rating) on the $ 700.0 million committed revolving loan capacity, without regard to usage.

As of March 31, 2022, the interest rate on the Revolving Credit Facility is one month LIBOR plus 0.85 %, the one month LIBOR is 0.45 % and the facility fee is 0.20 %.

As of June 30, 2022, the interest rate on the Revolving Credit Facility is one month LIBOR plus 1.79 %, the one month LIBOR is 0.85 % and the facility fee is 0.20 %.

All outstanding advances for the Revolving Credit Facility are due and payable upon maturity in August 2025, unless extended pursuant to one or both of the two six-month extension options.

1 unchanged sentence

The 2018 Term Loan increased and replaced the $ 150.0 million unsecured term loan, initially entered into on July 22, 2016 (“2016 Term Loan”), that was scheduled to mature in July 2023.

The 2018 Term Loan is scheduled to mature in July 2023 and bears interest at a rate of either one month LIBOR plus a margin ranging from 0.85 % to 1.75 % or the base rate plus a margin

ranging from 0.0 % to 0.75 % (in each case depending upon WashREIT’s credit rating).

The 2018 Term Loan is scheduled to mature in July 2023 and bears interest at a rate of either one month LIBOR plus a margin ranging from 0.85 % to 1.75 % or the base rate plus a margin ranging from 0.0 % to 0.75 % (in each case depending upon WashREIT’s credit rating).

We used the $ 100.0 million of additional proceeds from the 2018 Term Loan primarily to repay outstanding borrowings on the Revolving Credit Facility.

1 unchanged sentence

We currently expect to hold the remaining $ 100.0 million portion of the 2018 Term Loan until maturity.

The amount of the Revolving Credit Facility’s unsecured line of credit unused and available at March 31, 2022 was as follows (in thousands):

The amount of the Revolving Credit Facility’s unsecured line of credit unused and available at June 30, 2022 was as follows (in thousands):

Committed capacity $ 700,000

1 unchanged sentence

Unused and available $ 700,000

There were no borrowings or repayments on the Revolving Credit Facility during the 2022 Quarter.

There were no borrowings or repayments on the Revolving Credit Facility during the 2022 Period.

MORTGAGE NOTES PAYABLE

In May 2022, we assumed a $ 42.8 million mortgage note in connection with the acquisition of Marietta Crossing.

This mortgage note bears interest at 3.36 % per annum.

The effective interest rate on this mortgage note is 4.50 % based on quotes obtained for similar loans.

We recorded the mortgage note at its estimated fair value of $ 40.0 million.

Principal and interest are payable monthly until May 1, 2030, at which time all unpaid principal and interest are payable in full.

In May 2022, we assumed a $ 33.7 million mortgage note in connection with the acquisition of Alder Park.

This mortgage note bears interest at 2.93 % per annum.

The effective interest rate on this mortgage note is 4.00 % based on quotes obtained for similar loans.

We recorded the mortgage note at its estimated fair value of $ 31.5 million.

Principal and interest are payable monthly until May 1, 2030, at which time all unpaid principal and interest are payable in full.

DERIVATIVE INSTRUMENTS

5 unchanged sentences

Hedge ineffectiveness of our cash flow hedges is recorded in earnings.

The fair values of the interest rate swap as of March 31, 2022 and December 31, 2021, were as follows (in thousands):

The fair values of the interest rate swap as of June 30, 2022 and December 31, 2021, were as follows (in thousands):

Derivative Assets (Liabilities)

Derivative Instrument Aggregate Notional Amount Effective Date Maturity Date March 31, 2022 December 31, 2021

Derivative Instrument Aggregate Notional Amount Effective Date Maturity Date June 30, 2022 December 31, 2021

Interest rate swap $ 100,000 March 31, 2017 July 21, 2023 $ 2,021 $ ( 821 )

1 unchanged sentence

The net unrealized gains or losses on the effective swaps were recognized in Other comprehensive income (loss), as follows (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Unrealized gain on interest rate hedges $ 917 $ 1,004 $ 2,842 $ 2,584

Amounts reported in Accumulated other comprehensive loss related to effective cash flow hedges will be reclassified to interest expense as interest payments are made on our variable-rate debt.

The gains or losses reclassified from Accumulated other comprehensive loss into interest expense for the three months ended March 31, 2022 and 2021, were as follows (in thousands):

Three Months Ended March 31,

The gains or losses reclassified from Accumulated other comprehensive loss into interest expense for the three and six months ended June 30, 2022 and 2021, were as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Loss reclassified from accumulated other comprehensive loss into interest expense $ 510 $ 509 $ 1,020 $ 1,019

During the next twelve months, we estimate that an additional $ 0.6 million will be reclassified as an increase to interest expense.

During the next twelve months, we estimate that an additional $ 1.9 million will be reclassified as a decrease to interest expense.

We have agreements with each of our derivative counterparties that contain a provision whereby we could be declared in default on our derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to our default on the indebtedness.

As of March 31, 2022, the fair value of derivative assets, including accrued interest, was $ 1.1 million and

we did no t have any derivatives in a liability position.

As of March 31, 2022, we have not posted any collateral related to these agreements.

As of June 30, 2022, the fair value of derivative assets, including accrued interest, was $ 2.0 million and we did no t have any derivatives in a liability position.

As of June 30, 2022, we have not posted any collateral related to these agreements.

Derivative instruments expose us to credit risk in the event of non-performance by the counterparty under the terms of the interest rate hedge agreements.

7 unchanged sentences

Significant unobservable inputs

The only assets or liabilities we had at March 31, 2022 and December 31, 2021 that are recorded at fair value on a recurring basis are the assets held in the Supplemental Executive Retirement Plan (“SERP”), which primarily consist of investments in mutual funds, and the interest rate derivatives (see note 5).

The only assets or liabilities we had at June 30, 2022 and December 31, 2021 that are recorded at fair value on a recurring basis are the assets held in the Supplemental Executive Retirement Plan (“SERP”), which primarily consist of investments in mutual funds, and the interest rate derivatives (see note 6).

We base the valuations related to the SERP on assumptions derived from significant other observable inputs and accordingly these valuations fall into Level 2 in the fair value hierarchy.

7 unchanged sentences

The valuation of interest rate derivatives fall into Level 2 in the fair value hierarchy.

The fair values of these assets and liabilities at March 31, 2022 and December 31, 2021 were as follows (in thousands):

March 31, 2022 December 31, 2021

The fair values of these assets and liabilities at June 30, 2022 and December 31, 2021 were as follows (in thousands):

June 30, 2022 December 31, 2021

Value Level 1 Level 2 Level 3 Fair

8 unchanged sentences

The use of different market assumptions or estimation methodologies could have an effect on the estimated fair value amounts.

In addition, fair value estimates are made at a point in time and thus, estimates of fair value

subsequent to March 31, 2022 may differ significantly from the amounts presented.

In addition, fair value estimates are made at a point in time and thus, estimates of fair value subsequent to June 30, 2022 may differ significantly from the amounts presented.

The valuations of cash and cash equivalents and restricted cash fall into Level 1 in the fair value hierarchy and the valuations of debt instruments fall into Level 3 in the fair value hierarchy.

As of March 31, 2022 and December 31, 2021, the carrying values and estimated fair values of our financial instruments were as follows (in thousands):

March 31, 2022 December 31, 2021

As of June 30, 2022 and December 31, 2021, the carrying values and estimated fair values of our financial instruments were as follows (in thousands):

June 30, 2022 December 31, 2021

Carrying Value Fair Value Carrying Value Fair Value

1 unchanged sentence

Restricted cash 1,984 1,984 620 620

Mortgage notes payable, net 71,576 68,079 — —

Notes payable, net 497,135 471,730 496,946 515,341

4 unchanged sentences

Total Compensation Expense

Total compensation expense recognized in the consolidated financial statements for all outstanding share based awards was $ 2.1 million and $ 1.7 million for the 2022 Quarter and 2021 Quarter, respectively.

Total compensation expense recognized in the consolidated financial statements for all outstanding share based awards was $ 2.1 million and $ 2.2 million for the 2022 Quarter and 2021 Quarter, respectively and $ 4.2 million and $ 3.8 million for the 2022 and 2021 Period, respectively.

Restricted Share Awards

The total fair values of restricted share awards vested was $ 1.2 million and $ 1.0 million for the 2022 Quarter and 2021 Quarter, respectively.

The total unvested restricted share awards at March 31, 2022 was 421,017 shares, which had a weighted average grant date fair value of $ 27.26 per share.

As of March 31, 2022, the total compensation cost related to unvested restricted share awards was $ 6.9 million, which we expect to recognize over a weighted average period of 23 months.

The total fair values of restricted share awards vested was $ 4.8 million and $ 2.0 million for the 2022 Period and 2021 Period, respectively.

The total unvested restricted share awards at June 30, 2022 was 301,211 shares, which had a weighted average grant date fair value of $ 25.60 per share.

As of June 30, 2022, the total compensation cost related to unvested restricted share awards was $ 5.2 million, which we expect to recognize over a weighted average period of 22 months.

EARNINGS PER COMMON SHARE

4 unchanged sentences

Our dilutive earnings per share calculation includes the dilutive impact of operating partnership units under the if-converted method and our share based awards with performance conditions prior to the grant date and all market condition awards under the contingently issuable method.

The computations of basic and diluted earnings per share for the three months ended March 31, 2022 and 2021 were as follows (in thousands, except per share data):

Three Months Ended March 31,

The computations of basic and diluted earnings per share for the three and six months ended June 30, 2022 and 2021 were as follows (in thousands, except per share data):

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Loss from continuing operations $ ( 8,874 ) $ ( 16,737 ) $ ( 16,598 ) $ ( 24,014 )

8 unchanged sentences

Basic net loss per common share $ ( 0.10 ) $ ( 0.08 ) $ ( 0.19 ) $ ( 0.10 )

$ ( 0.09 ) $ ( 0.02 )

Earnings per common share, diluted:

2 unchanged sentences

Diluted net loss per common share $ ( 0.10 ) $ ( 0.08 ) $ ( 0.19 ) $ ( 0.10 )

$ ( 0.09 ) $ ( 0.02 )

Dividends declared per common share $ 0.17 $ 0.30 $ 0.34 $ 0.60

3 unchanged sentences

We do not distinguish or group our consolidated operations based on size, type or geography.

All but three communities are within the Washington, DC metro region and one community, Riverside Apartments, comprises more than 10% of consolidated revenues.

All but five communities are within the Washington, DC metro region and one community, Riverside Apartments, comprises more than 10% of consolidated revenues.

Further, our apartment communities have similar long-term economic characteristics and provide similar products and services to our residents.

7 unchanged sentences

NOI is a key measurement of our segment profit and loss and is defined as real estate rental revenue less real estate expenses.

The following tables present revenues, NOI, capital expenditures and total assets for the three months ended March 31, 2022 and 2021 from our Residential segment as well as Other, and reconcile NOI to net income (loss) as reported (in thousands):

Three Months Ended March 31, 2022

The following tables present revenues, NOI, capital expenditures and total assets for the three and six months ended June 30, 2022 and 2021 from our Residential segment as well as Other, and reconcile NOI to net income (loss) as reported (in thousands):

Three Months Ended June 30, 2022

Residential Other (1)

8 unchanged sentences

Interest expense ( 6,156 )

Other income 386

Net loss $ ( 8,874 )

1 unchanged sentence

Total assets $ 1,706,088 $ 228,785 $ 1,934,873

Three Months Ended March 31, 2021

Three Months Ended June 30, 2021

Residential Other (1), (2)

5 unchanged sentences

General and administrative expenses ( 6,325 )

Transformation costs ( 3,780 )

Depreciation and amortization ( 17,303 )

Interest expense ( 10,158 )

Loss on interest rate derivatives ( 5,760 )

Other income 1,522

7 unchanged sentences

(2) Total assets and capital expenditures include office and retail properties classified as discontinued operations.

Six Months Ended June 30, 2022

Residential Other (1)

Real estate rental revenue $ 89,980 9,204 $ 99,184

Real estate expenses 33,213 2,523 35,736

Net operating income $ 56,767 $ 6,681 $ 63,448

Other income (expense):

Property management expenses ( 3,546 )

General and administrative expenses ( 14,595 )

Transformation costs ( 4,246 )

Depreciation and amortization ( 46,239 )

Interest expense ( 11,806 )

Other income 386

Net loss $ ( 16,598 )

Capital expenditures $ 9,859 $ 2,178 $ 12,037

Six Months Ended June 30, 2021

Residential Other (1), (2)

Real estate rental revenue 73,029 8,875 $ 81,904

Real estate expenses 27,294 2,441 29,735

Net operating income $ 45,735 $ 6,434 $ 52,169

Other income (expense):

Property management expenses ( 2,949 )

General and administrative expenses ( 11,929 )

Transformation costs ( 3,780 )

Depreciation and amortization ( 34,290 )

Interest expense ( 20,281 )

Other income 2,806

Loss on interest rate derivatives ( 5,760 )

Discontinued operations:

Income from operations of properties sold or held for sale 15,875

Net loss $ ( 8,139 )

Capital expenditures $ 7,799 $ 2,602 $ 10,401

______________________________

(1) Other represents Watergate 600, an office property that does not meet the qualitative or quantitative criteria for a reportable segment.

(2) Total assets and capital expenditures include office and retail properties classified as discontinued operations.

SHAREHOLDERS' EQUITY

8 unchanged sentences

We may use net proceeds from the issuance of common shares under this program for general business purposes, including, without limitation, working capital, the acquisition, renovation, expansion, improvement, development or redevelopment of income producing properties or the repayment of debt.

Our issuances and net proceeds on the Equity Distribution Agreements for the 2022 Quarter and 2021 Quarter were as follows ($ in thousands, except per share data):

Three Months Ended March 31,

We did not issue common shares under the Equity Distribution Agreements during the 2022 Quarter or 2021 Quarter.

Our issuances and net proceeds on the Equity Distribution Agreements for the 2022 Period and 2021 Period were as follows ($ in thousands, except per share data):

Six Months Ended June 30,

Issuance of common shares 1,032 24

4 unchanged sentences

Net proceeds under this program are used for general corporate purposes.

Our issuances and net proceeds on the dividend reinvestment program for the three months ended March 31, 2022 and 2021 were as follows ($ in thousands, except per share data):

Three Months Ended March 31,

Our issuances and net proceeds on the dividend reinvestment program for the three and six months ended June 30, 2022 and 2021 were as follows ($ in thousands, except per share data):

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Issuance of common shares 10 22 20 45

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements