What changed in this filing

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Item 1. Financial Statements

2023-08-01 compared with 2023-04-28 · 129 added, 66 removed, 330 unchanged (37% of the section changed)

5 unchanged sentences

(IN THOUSANDS, EXCEPT PER SHARE DATA )

March 31, 2023 December 31, 2022

June 30, 2023 December 31, 2022

Land $ 373,113 $ 373,171

24 unchanged sentences

150,000 shares authorized;

87,709 and 87,534 shares issued and outstanding, as of March 31, 2023 and December 31, 2022, respectively

87,809 and 87,534 shares issued and outstanding, as of June 30, 2023 and December 31, 2022, respectively

Additional paid in capital 1,733,388 1,729,854

8 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

Three Months Ended March 31,

(IN THOUSANDS, EXCEPT PER SHARE DATA)

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

2023 2022 2023 2022

Real estate rental revenue $ 56,599 $ 51,380 $ 112,408 $ 99,184

21 unchanged sentences

(IN THOUSANDS)

Three Months Ended March 31,

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

2023 2022 2023 2022

Net loss $ ( 2,611 ) $ ( 8,874 ) $ ( 6,254 ) $ ( 16,598 )

Other comprehensive (loss) income:

Unrealized (loss) gain on interest rate hedges ( 333 ) 1,925

Other comprehensive income:

Unrealized gain on interest rate hedges 854 917 521 2,842

Reclassification of unrealized loss on interest rate derivatives to earnings 509 510 1,019 1,020

8 unchanged sentences

Net loss — — — ( 6,254 ) — ( 6,254 ) — ( 6,254 )

Unrealized loss on interest rate hedges — — — — ( 333 ) ( 333 ) — ( 333 )

Unrealized gain on interest rate hedges — — — — 521 521 — 521

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

4 unchanged sentences

Share grants, net of forfeitures and tax withholdings 247 3 3,037 — — 3,040 — 3,040

Balance, March 31, 2023 87,709 $ 877 $ 1,731,701 $ ( 472,503 ) $ ( 14,056 ) $ 1,246,019 $ 296 $ 1,246,315

Balance, June 30, 2023 87,809 $ 878 $ 1,733,388 $ ( 490,939 ) $ ( 12,693 ) $ 1,230,634 $ 294 $ 1,230,928

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

10 unchanged sentences

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

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

See accompanying notes to the consolidated financial statements.

ELME COMMUNITIES 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, 2023 87,709 $ 877 $ 1,731,701 $ ( 472,503 ) $ ( 14,056 ) $ 1,246,019 $ 296 $ 1,246,315

Net loss — — — ( 2,611 ) — ( 2,611 ) — ( 2,611 )

Unrealized gain on interest rate hedges — — — — 854 854 — 854

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

Distributions to noncontrolling interests — — — — — — ( 2 ) ( 2 )

Dividends ($ 0.18 per common share)

— — — ( 15,825 ) — ( 15,825 ) — ( 15,825 )

Shares issued under Dividend Reinvestment Program 14 — 249 — — 249 — 249

Share grants, net of share grant amortization and forfeitures 86 1 1,438 — — 1,439 — 1,439

Balance, June 30, 2023 87,809 $ 878 $ 1,733,388 $ ( 490,939 ) $ ( 12,693 ) $ 1,230,634 $ 294 $ 1,230,928

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 income — — — ( 8,874 ) — ( 8,874 ) — ( 8,874 )

Unrealized gain 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 forfeitures and tax withholdings ( 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

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

13 unchanged sentences

Development in progress — ( 659 )

Real estate deposits, net — ( 5,330 )

Non-real estate capital improvements ( 293 ) ( 642 )

10 unchanged sentences

Payment of tax withholdings for restricted share awards ( 1,350 ) ( 2,100 )

Net cash (used in) provided by financing activities ( 11,819 ) 12,009

Net cash used in financing activities ( 38,478 ) ( 4,299 )

Net decrease in cash, cash equivalents and restricted cash ( 2,411 ) ( 187,449 )

4 unchanged sentences

(IN THOUSANDS)

Three Months Ended March 31,

Six Months Ended June 30,

Supplemental disclosure of cash flow information:

2 unchanged sentences

Dividend payable 15,834 14,916

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, 2023

June 30, 2023

NATURE OF BUSINESS

1 unchanged sentence

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

Within these notes to the financial statements, we refer to the three months ended March 31, 2023 and March 31, 2022 as the “2023 Quarter” and the “2022 Quarter,” respectively.

Within these notes to the financial statements, we refer to the three months ended June 30, 2023 and June 30, 2022 as the “2023 Quarter” and the “2022 Quarter,” respectively, and the six months ended June 30, 2023 and June 30, 2022 as the “2023 Period” and the “2022 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, 2023 and December 31, 2022, our TRS had a deferred tax asset of $ 1.4 million that was fully reserved.

As of both June 30, 2023 and December 31, 2022, our TRS had a deferred tax asset of $ 1.4 million that was fully reserved.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATIONS

5 unchanged sentences

The guidance in Topic 848 is optional and may be elected through December 31, 2024 as reference rate reform activities occur.

During the 2023 Quarter, we executed an amendment to the $ 700.0 million unsecured revolving credit facility (“Revolving Credit Facility”) to convert the benchmark interest rate from LIBOR to an adjusted SOFR ("Secured Overnight Financing Rate").

During the first quarter of 2023, we executed an amendment to the $ 700.0 million unsecured revolving credit facility (“Revolving Credit Facility”) to convert the benchmark interest rate from LIBOR to an adjusted SOFR ("Secured Overnight Financing Rate").

We elected to apply the optional expedients in Topic 848 to (i) assert that the hedged interest payments remain probable regardless of any expected modification in terms related to reference rate reform, and (ii) continue the method of assessing effectiveness as documented in the original hedge documentation so that the reference rate on the hypothetical derivative matches the reference rate on the hedging instrument.

5 unchanged sentences

We have prepared the accompanying unaudited financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

Certain information and note disclosures normally included in annual financial statements prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) have been condensed or omitted pursuant to

those rules and regulations, although we believe that the disclosures made are adequate to make the information presented not misleading.

Certain information and note disclosures normally included in annual financial statements

prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information presented not misleading.

In addition, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for the periods presented have been included.

14 unchanged sentences

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

As of March 31, 2023, we have invested $ 30.4 million, including the cost of acquired land, in a residential development adjacent to Riverside Apartments.

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

As of June 30, 2023, 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.

3 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 2023 Quarter or in 2022.

As of March 31, 2023, we assessed our properties, including assets held for development, for impairment and did no t recognize any impairment charges during the 2023 Quarter.

We applied reasonable estimates and judgments in evaluating each of the properties as of March 31, 2023.

We did not sell or classify any properties as held for sale during the 2023 Period or in 2022.

As of June 30, 2023, we assessed our properties, including assets held for development, for impairment and did no t recognize any impairment charges during the 2023 Quarter.

We applied reasonable estimates and judgments in evaluating each of the properties as of June 30, 2023.

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.

3 unchanged sentences

The Credit Agreement has an accordion feature that allows us to increase the aggregate facility to $ 1.5 billion, subject to the lenders’ agreement to provide additional revolving loan commitments or term loans.

During the 2023 Quarter, we executed an amendment to the Revolving Credit Facility to convert the benchmark interest rate from LIBOR to an adjusted SOFR ("Secured Overnight Financing Rate"), with no change in the applicable interest rate margins.

During the first quarter of 2023, we executed an amendment to the Revolving Credit Facility to convert the benchmark interest rate from LIBOR to an adjusted SOFR, with no change in the applicable interest rate margins.

The Revolving Credit Facility bears interest at a rate of daily SOFR plus 0.10 % plus a margin ranging from 0.70 % to 1.40 %.

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

As of March 31, 2023, the interest rate on the Revolving Credit Facility is adjusted SOFR (inclusive of the 0.10 % credit spread adjustment) plus 0.85 %, the daily SOFR is 4.87% and the facility fee is 0.20 %.

As of June 30, 2023, the interest rate on the Revolving Credit Facility is adjusted SOFR (inclusive of the 0.10 % credit spread adjustment) plus 0.85 %, the daily SOFR is 5.09% 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.

Interest only payments are due and payable generally on a monthly basis.

The amount of the Revolving Credit Facility’s unsecured line of credit unused and available at March 31, 2023 was as follows (in thousands):

The amount of the Revolving Credit Facility’s unsecured line of credit unused and available at June 30, 2023 was as follows (in thousands):

Committed capacity $ 700,000

1 unchanged sentence

Unused and available $ 676,000

We executed borrowings and repayments on the Revolving Credit Facility during the 2023 Quarter as follows (in thousands):

We executed borrowings and repayments on the Revolving Credit Facility during the 2023 Period as follows (in thousands):

Balance, December 31, 2022 $ 55,000

1 unchanged sentence

Repayments ( 173,000 )

Balance, March 31, 2023 $ 35,000

Balance, June 30, 2023 $ 24,000

NOTES PAYABLE

During the 2023 Quarter, we entered into a $ 125.0 million unsecured term loan ("2023 Term Loan") with an interest rate of SOFR (subject to a credit spread adjustment of 10 basis points) plus a margin of 95 basis points (subject to adjustment depending on Elme Communities’ credit rating).

During the first quarter of 2023, we entered into a $ 125.0 million unsecured term loan ("2023 Term Loan") with an interest rate of SOFR (subject to a credit spread adjustment of 10 basis points) plus a margin of 95 basis points (subject to adjustment depending on Elme Communities’ credit rating).

The 2023 Term Loan has a two-year term ending in January 2025, with two one-year extension options.

2 unchanged sentences

We have an interest rate swap arrangement with a notional amount of $ 100.0 million that had effectively fixed the remaining $ 100.0 million portion of the 2018 Term Loan prior to the prepayment.

During the 2023 Quarter, we prepaid the 2018 Term Loan using proceeds from the $ 125.0 million 2023 Term Loan (see note 5).

During the first quarter of 2023, we prepaid the 2018 Term Loan using proceeds from the $ 125.0 million 2023 Term Loan (see note 5).

Subsequent to this transaction, the interest swap arrangement effectively fixes the interest rate on a $ 100.0 million portion of the 2023 Term Loan through the interest rate swap arrangement’s expiration date of July 21, 2023.

In March 2023, we entered into two interest rate swap arrangements with an aggregate notional amount of $ 125.0 million that will effectively fix the interest of the 2023 Term Loan beginning on July 21, 2023 through the 2023 Term Loan’s maturity date of January 10, 2025.

During the first quarter of 2023, we entered into two interest rate swap arrangements with an aggregate notional amount of $ 125.0 million that will effectively fix the interest at 4.73 % for the 2023 Term Loan beginning on July 21, 2023 through the 2023 Term Loan’s maturity date of January 10, 2025.

The interest rate swap arrangements are recorded at fair value in accordance with GAAP, based on discounted cash flow methodologies and observable inputs.

3 unchanged sentences

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

The fair values of the interest rate swaps as of March 31, 2023 and December 31, 2022, were as follows (in thousands):

Derivative Assets (Liabilities)

Derivative Instrument Aggregate Notional Amount Effective Date Maturity Date March 31, 2023 December 31, 2022

The fair values of the interest rate swaps as of June 30, 2023 and December 31, 2022, were as follows (in thousands):

Derivative Assets

Derivative Instrument Aggregate Notional Amount Effective Date Maturity Date June 30, 2023 December 31, 2022

Interest rate swap $ 100,000 March 31, 2017 July 21, 2023 $ 219 $ 1,998

3 unchanged sentences

We record interest rate swaps on our consolidated balance sheets within Prepaid expenses and other assets when in a net asset position and within Accounts payable and other liabilities when in a net liability position.

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,

Unrealized (loss) gain on interest rate hedges $ ( 333 ) $ 1,925

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

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

2023 2022 2023 2022

Unrealized gain on interest rate hedges $ 854 $ 917 $ 521 $ 2,842

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, 2023 and 2022, were as follows (in thousands):

Three Months Ended March 31,

During the next twelve months, we estimate that an additional $ 2.0 million related to our three outstanding interest rate swap arrangements will be reclassified as a decrease to interest expense.

The losses reclassified from Accumulated other comprehensive loss into interest expense for the three and six months ended June 30, 2023 and 2022, were as follows (in thousands):

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

2023 2022 2023 2022

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

During the next twelve months, we estimate that an additional $ 1.8 million will be reclassified as a decrease to interest expense.

During the next twelve months, we estimate that an additional $ 2.0 million related to the previously settled interest rate swap arrangements will be reclassified as an increase 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, 2023, the fair value of derivative assets, including accrued interest, was $ 1.7 million and we did no t have any derivatives in a liability position.

As of March 31, 2023, we have not posted any collateral related to these agreements.

As of June 30, 2023, the fair value of derivative assets, including accrued interest, was $ 2.5 million and we did no t have any derivatives in a liability position.

As of June 30, 2023, 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, 2023 and December 31, 2022 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).

The only assets or liabilities we had at June 30, 2023 and December 31, 2022 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 at March 31, 2023 and December 31, 2022 were as follows (in thousands):

March 31, 2023 December 31, 2022

The fair values of these assets at June 30, 2023 and December 31, 2022 were as follows (in thousands):

June 30, 2023 December 31, 2022

Value Level 1 Level 2 Level 3 Fair

7 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, 2023 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, 2023 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, 2023 and December 31, 2022, the carrying values and estimated fair values of our financial instruments were as follows (in thousands):

March 31, 2023 December 31, 2022

As of June 30, 2023 and December 31, 2022, the carrying values and estimated fair values of our financial instruments were as follows (in thousands):

June 30, 2023 December 31, 2022

Carrying Value Fair Value Carrying Value Fair Value

8 unchanged sentences

Total Compensation Expense

Total compensation expense recognized in the consolidated financial statements for all outstanding share-based awards was $ 1.2 million and $ 2.1 million for the 2023 Quarter and 2022 Quarter, respectively.

Total compensation expense recognized in the consolidated financial statements for all outstanding share-based awards was $ 1.4 million and $ 2.1 million for the 2023 Quarter and 2022 Quarter, respectively, and $ 2.6 million and $ 4.2 million for the 2023 and 2022 Period, respectively.

Restricted Share Awards

The total fair values of restricted share awards vested was $ 3.4 million and $ 1.2 million for the 2023 Quarter and 2022 Quarter, respectively.

The total unvested restricted share awards at March 31, 2023 was 388,984 shares, which had a weighted average grant date fair value of $ 20.16 per share.

As of March 31, 2023, the total compensation cost related to unvested restricted share awards was $ 7.0 million, which we expect to recognize over a weighted average period of 30 months.

The total fair values of restricted share awards vested was $ 4.0 million and $ 4.8 million for the 2023 Period and 2022 Period, respectively.

The total unvested restricted share awards at June 30, 2023 was 377,725 shares, which had a weighted average grant date fair value of $ 20.07 per share.

As of June 30, 2023, the total compensation cost related to unvested restricted share awards was $ 5.9 million, which we expect to recognize over a weighted average period of 28 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, 2023 and 2022 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, 2023 and 2022 were as follows (in thousands, except per share data):

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

2023 2022 2023 2022

Net loss $ ( 2,611 ) $ ( 8,874 ) $ ( 6,254 ) $ ( 16,598 )

16 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, 2023 and 2022 from our Residential segment as well as Other, and reconcile NOI to net loss as reported (in thousands):

Three Months Ended March 31, 2023

The following tables present revenues, NOI, capital expenditures and total assets for the three and six months ended June 30, 2023 and 2022 from our Residential segment as well as Other, and reconcile NOI to net loss as reported (in thousands):

Three Months Ended June 30, 2023

Residential Other (1)

8 unchanged sentences

Interest expense ( 6,794 )

Loss on extinguishment of debt ( 54 )

Other income 569

Net loss $ ( 2,611 )

1 unchanged sentence

Total assets $ 1,664,947 $ 173,552 $ 1,838,499

Three Months Ended March 31, 2022

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

Six Months Ended June 30, 2023

Residential Other (1)

Real estate rental revenue $ 103,091 9,317 $ 112,408

Real estate expenses 37,198 2,581 39,779

Net operating income $ 65,893 $ 6,736 $ 72,629

Other income (expense):

Property management expenses ( 3,947 )

General and administrative expenses ( 13,521 )

Transformation costs ( 5,354 )

Depreciation and amortization ( 42,951 )

Interest expense ( 13,625 )

Loss on extinguishment of debt ( 54 )

Other income 569

Net loss $ ( 6,254 )

Capital expenditures $ 9,547 $ 636 $ 10,183

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

______________________________

9 unchanged sentences

Issuances of our common shares are made at market prices prevailing at the time of issuance.

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.

We did not issue common shares under the Equity Distribution Agreements during the 2023 Quarter.

Our issuances and net proceeds on the Equity Distribution Agreements for the 2022 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 2023 Period and 2022 Quarter.

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

Six Months Ended June 30,

Issuance of common shares 1,032

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, 2023 and 2022 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, 2023 and 2022 were as follows ($ in thousands, except per share data):

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

2023 2022 2023 2022

Issuance of common shares 14 10 28 20

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