What changed in this filing

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Item 1. Financial Statements

2023-10-27 compared with 2023-08-01 · 100 added, 63 removed, 396 unchanged (29% of the section changed)

5 unchanged sentences

(IN THOUSANDS, EXCEPT PER SHARE DATA )

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Land $ 384,097 $ 373,171

24 unchanged sentences

150,000 shares authorized;

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

87,832 and 87,534 shares issued and outstanding, as of September 30, 2023 and December 31, 2022, respectively

Additional paid in capital 1,734,657 1,729,854

9 unchanged sentences

(IN THOUSANDS, EXCEPT PER SHARE DATA)

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

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

6 unchanged sentences

Depreciation and amortization 21,904 23,632 64,855 69,871

Real estate impairment 41,860 — 41,860 —

92,851 53,911 198,403 158,273

Real estate operating gain (loss) 3,614 ( 2,718 ) 6,856 ( 5,178 )

Real estate operating (loss) income ( 36,200 ) 692 ( 29,344 ) ( 4,486 )

Other income (expense)

12 unchanged sentences

(IN THOUSANDS)

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

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

1 unchanged sentence

Other comprehensive income:

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

Unrealized (loss) gain on interest rate hedges ( 149 ) 442 372 3,284

Reclassification of unrealized loss on interest rate derivatives to earnings 510 509 1,529 1,529

15 unchanged sentences

Share grants, net of forfeitures and tax withholdings 270 3 4,306 — — 4,309 — 4,309

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

Balance, September 30, 2023 87,832 $ 878 $ 1,734,657 $ ( 550,442 ) $ ( 12,332 ) $ 1,172,761 $ 292 $ 1,173,053

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 179 2 3,745 — — 3,747 — 3,747

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

Balance, September 30, 2022 87,504 $ 875 $ 1,728,840 $ ( 434,539 ) $ ( 14,278 ) $ 1,280,898 $ 301 $ 1,281,199

See accompanying notes to the consolidated financial statements.

4 unchanged sentences

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

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

Net loss — — — ( 43,618 ) — ( 43,618 ) — ( 43,618 )

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

Unrealized loss on interest rate hedges — — — — ( 149 ) ( 149 ) — ( 149 )

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

2 unchanged sentences

— — — ( 15,885 ) — ( 15,885 ) — ( 15,885 )

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

Share grants, net of share grant amortization and forfeitures 23 — 1,269 — — 1,269 — 1,269

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

Balance, September 30, 2023 87,832 $ 878 $ 1,734,657 $ ( 550,442 ) $ ( 12,332 ) $ 1,172,761 $ 292 $ 1,173,053

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 )

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

Net loss — — — ( 10,739 ) — ( 10,739 ) — ( 10,739 )

Unrealized gain on interest rate hedges — — — — 442 442 — 442

5 unchanged sentences

Share grants, net of forfeitures and tax withholdings 100 1 1,550 — — 1,551 — 1,551

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

Balance, September 30, 2022 87,504 $ 875 $ 1,728,840 $ ( 434,539 ) $ ( 14,278 ) $ 1,280,898 $ 301 $ 1,281,199

See accompanying notes to the consolidated financial statements.

2 unchanged sentences

(IN THOUSANDS)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities

3 unchanged sentences

Credit losses on lease related receivables 2,876 1,816

Real estate impairment 41,860 —

Share-based compensation expense 4,031 6,157

8 unchanged sentences

Development in progress — ( 671 )

Insurance proceeds — 2,224

Non-real estate capital improvements ( 395 ) ( 1,322 )

3 unchanged sentences

Dividends paid ( 48,495 ) ( 44,440 )

Repayments of mortgage notes payable — ( 76,598 )

Repayments of unsecured term loan debt ( 100,000 ) —

5 unchanged sentences

Payment of tax withholdings for restricted share awards ( 1,354 ) ( 2,100 )

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

Net cash provided by (used in) financing activities 68,798 ( 52,555 )

Net decrease in cash, cash equivalents and restricted cash 331 ( 224,347 )

4 unchanged sentences

(IN THOUSANDS)

Six Months Ended June 30,

Nine Months Ended September 30,

Supplemental disclosure of cash flow information:

10 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

September 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 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.

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

As of both September 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

29 unchanged sentences

Actual results could differ from those estimates.

We acquired the following community during the 2023 Quarter (the “2023 Acquisition”):

Acquisition Date Community Type Number of Homes Ending Occupancy as of September 30, 2023 Contract Purchase Price (In thousands)

September 29, 2023 Elme Druid Hills Residential 500 93.4 % $ 108,000

The results of operations from the acquired operating property for our period of ownership is included in the condensed consolidated statements of operations as of its acquisition date and was as follows (in thousands):

Three and Nine Months Ended September 30, 2023

Real estate rental revenue $ 53

Net loss ( 403 )

We accounted for the 2023 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 2023 Acquisition was as follows (in thousands):

Contract purchase price $ 108,000

Capitalized acquisition costs 190

Total $ 108,190

We have recorded the 2023 Acquisition as follows (in thousands):

Land $ 25,249

Building 79,281

Absorption costs 3,660

Total carrying amount recorded $ 108,190

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

The difference in the total acquisition cost of $ 108.2 million for the 2023 Acquisition and the cash paid for the acquisition per the consolidated statements of cash flows of $ 107.6 million is due to net credits received at settlement totaling $ 0.6 million.

Development/Redevelopment

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

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.

As of September 30, 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.

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

4 unchanged sentences

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.

Real Estate Impairment

During the 2023 Quarter, we recognized an impairment charge of $ 41.9 million on Watergate 600 in order to reduce its carrying value to its estimated fair value, which declined due to changes in market conditions in the Washington DC metro region office market.

The estimated fair value is inherently subjective because there are few observable market transactions for similar office properties.

This fair valuation fell into Level 3 in the fair value hierarchy due to its reliance on significant unobservable inputs (see note 7).

In accordance with ASC 820, we estimated the fair value using a discounted cash flow model which required certain significant assumptions, including a discounted cash flow term of 5 years, an average economic occupancy of 80.5 %, and a terminal capitalization rate of 7.5 %.

No other properties, including assets held for development, had any recognized impairment charges during the 2023 Quarter.

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.

6 unchanged sentences

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 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 %.

As of September 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 5.31% 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 June 30, 2023 was as follows (in thousands):

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

Committed capacity $ 700,000

5 unchanged sentences

Repayments ( 200,000 )

Balance, June 30, 2023 $ 24,000

Balance, September 30, 2023 $ 149,000

NOTES PAYABLE

1 unchanged sentence

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

We used the proceeds to prepay the $ 100.0 million 2018 Term Loan in full and a portion of our borrowings under our unsecured credit facility.

We used the proceeds to prepay the $ 100.0 million 2018 Term Loan in full and a portion of our borrowings under our Revolving Credit Facility.

DERIVATIVE INSTRUMENTS

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.

We had 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 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.

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.

Subsequent to this transaction, the interest swap arrangement effectively fixed 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.

During the first quarter of 2023, we entered into two interest rate swap arrangements with an aggregate notional amount of $ 125.0 million that effectively fixed 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 June 30, 2023 and December 31, 2022, were as follows (in thousands):

The fair values of the interest rate swaps as of September 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

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

Interest rate swap $ 100,000 March 31, 2017 July 21, 2023 $ — $ 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 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,

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

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

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

Unrealized (loss) gain on interest rate hedges $ ( 149 ) $ 442 $ 372 $ 3,284

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.

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,

During the next twelve months, we estimate that an additional $ 2.0 million related to our two 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 nine months ended September 30, 2023 and 2022, were as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

2 unchanged sentences

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 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.

As of September 30, 2023, the fair value of derivative assets, including accrued interest, was $ 2.4 million and we did no t have any derivatives in a liability position.

As of September 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.

2 unchanged sentences

FAIR VALUE DISCLOSURES

Assets and Liabilities Measured at Fair Value

Assets and Liabilities Measured at Fair Value on a Recurring Basis

For assets and liabilities measured at fair value on a recurring basis, quantitative disclosures about the fair value measurements are required to be disclosed separately for each major category of assets and liabilities, as follows:

2 unchanged sentences

Significant unobservable inputs

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).

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

June 30, 2023 December 31, 2022

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

September 30, 2023 December 31, 2022

Value Level 1 Level 2 Level 3 Fair

2 unchanged sentences

Interest rate derivatives 2,370 — 2,370 — 1,998 — 1,998 —

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain assets not measured at fair value on an ongoing basis but subject to fair value adjustments only in certain circumstances, such as when there is evidence of impairment, are measured at fair value on a nonrecurring basis.

In the 2023 Quarter, we measured the fair value of Watergate 600 as there was evidence of impairment (see note 3).

Financial Assets and Liabilities Not Measured at Fair Value

3 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 June 30, 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 September 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 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

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

September 30, 2023 December 31, 2022

Carrying Value Fair Value Carrying Value Fair Value

11 unchanged sentences

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.

The total unvested restricted share awards at September 30, 2023 was 391,777 shares, which had a weighted average grant date fair value of $ 19.78 per share.

As of September 30, 2023, the total compensation cost related to unvested restricted share awards was $ 5.3 million, which we expect to recognize over a weighted average period of 26 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 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,

The computations of basic and diluted earnings per share for the three and nine months ended September 30, 2023 and 2022 were as follows (in thousands, except per share data):

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

9 unchanged sentences

None of our operating properties meet the criteria to be considered separate operating segments on a stand-alone basis.

Within the residential segment, we do not distinguish or group our consolidated operations based on size (only one community, Riverside Apartments, comprises more than 10% of consolidated revenues), type (all assets in the segment are residential) or geography (all but five communities are within the Washington, DC metro region).

Within the residential segment, we do not distinguish or group our consolidated operations based on size (only one community, Riverside Apartments, comprises more than 10 % of consolidated revenues), type (all assets in the segment are residential) or geography (all but six communities are within the Washington, DC metro region).

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

5 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 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

The following tables present revenues, NOI, capital expenditures and total assets for the three and nine months ended September 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 September 30, 2023

Residential Other (1)

8 unchanged sentences

Interest expense ( 7,418 )

Other income 569

Real estate impairment ( 41,860 )

Net loss $ ( 43,618 )

Net income attributable to noncontrolling interests in subsidiaries —

Net loss attributable to the controlling interests $ ( 43,618 )

Capital expenditures $ 11,900 $ 605 $ 12,505

Total assets $ 1,770,921 $ 139,352 $ 1,910,273

Three Months Ended June 30, 2022

Three Months Ended September 30, 2022

Residential Other (1)

8 unchanged sentences

Interest expense ( 6,582 )

Loss on extinguishment of debt ( 4,917 )

Other income 68

Net loss $ ( 10,739 )

1 unchanged sentence

Total assets $ 1,694,750 $ 184,784 $ 1,879,534

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

Residential Other (1)

10 unchanged sentences

Other income 569

Real estate impairment ( 41,860 )

Net loss $ ( 49,872 )

Capital expenditures $ 21,447 $ 1,241 $ 22,688

Six Months Ended June 30, 2022

Nine Months Ended September 30, 2022

Residential Other (1)

8 unchanged sentences

Interest expense ( 18,388 )

Loss on extinguishment of debt ( 4,917 )

Other income 454

15 unchanged sentences

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,

Nine Months Ended September 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 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,

We did no t issue common shares under the dividend reinvestment program during the 2023 Quarter.

Our issuances and net proceeds on the dividend reinvestment program for the three months ended September 30, 2022 and nine months ended September 30, 2023 and 2022 were as follows ($ in thousands, except per share data):

Three Months Ended September 30, Nine Months Ended September 30,

2022 2023 2022

3 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