Elme Communities
For the period ended Dec 31, 2024. Filed Feb 14, 2025.
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FY2024 · Filed Feb 14, 2025
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A). The following documents are filed as part of this Form 10-K:
| 1 | Financial Statements | Page |
|---|---|---|
| Management's Report on Internal Control Over Financial Reporting | 79 | |
| Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) | 80 | |
| Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting | 82 | |
| Consolidated Balance Sheets as of December 31, 2024 and 2023 | 83 | |
| Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022 | 84 | |
| Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022 | 85 | |
| Consolidated Statements of Equity for the Years Ended December 31, 2024, 2023 and 2022 | 86 | |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022 | 87 | |
| Notes to Consolidated Financial Statements | 89 | |
| 2 | Financial Statement Schedules | |
| Schedule II – Valuation and Qualifying Accounts | 113 | |
| Schedule III – Consolidated Real Estate and Accumulated Depreciation | 114 | |
| All other schedules are omitted because they are either not required or the required information is shown in the financial statements or notes thereto. | ||
| 3 | Exhibits: | |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · Form · FileNumber · Exhibit · Filing Date · FiledHerewith | |||||
| 3.1 | Articles of Amendment and Restatement of Declaration of Trust of the Company, as amended | 10-K | 001-06622 | 3.1 | 2/17/2023 |
| 3.2 | Amended and Restated Bylaws of Elme Communities, as amended | 8-K | 001-06622 | 3.1 | 9/20/2023 |
| 4.1 | Indenture dated as of August 1, 1996 between Washington REIT and The First National Bank of Chicago | 8-K | 001-06622(c) | 8/13/1996 | |
| 4.2 | Form of 2028 Notes | 8-K | 001-06622 | 99.1 | 2/25/1998 |
| 4.3 | Supplemental Indenture by and between Washington REIT and the Bank of New York Trust Company, N.A. dated as of July 3, 2007 | 8-K | 001-06622 | 4.1 | 7/5/2007 |
| 4.4 | Description of Registrant's Securities | 10-K | 001-06622 | 4.4 | 2/17/2023 |
| 10.1* | Supplemental Executive Retirement Plan II dated January 1, 2008 | 10-K | 001-06622 | 10.1 | 2/17/2023 |
| 10.2* | Form of Indemnification Agreement by and between Washington REIT and the indemnitee | 8-K | 001-06622 | 10(nn) | 7/27/2009 |
| 10.3* | Deferred Compensation Plan for Officers, effective January 1, 2007, as amended and restated on January 1, 2011 | 10-K | 001-06622 | 10.3 | 2/17/2023 |
| 10.4* | Amendment to Amended and Restated Deferred Compensation Plan for Officers, adopted December 31, 2012 | 10-K | 001-06622 | 10.37 | 2/27/2013 |
| 10.5* | Amendment to Amended and Restated Deferred Compensation Plan for Officers, adopted February 13, 2013 | 10-Q | 001-06622 | 10.45 | 5/9/2013 |
| 10.6* | Amendment to Amended and Restated Deferred Compensation Plan for Officers, adopted February 18, 2014 | 10-K | 001-06622 | 10.45 | 3/3/2014 |
| 10.7* | Amended and Restated Trustee Deferred Compensation Plan, effective October 21, 2015 | 10-Q | 001-06622 | 10.61 | 11/4/2015 |
| 10.8* | 2016 Omnibus Incentive Plan | DEF 14A | 001-06622 | Annex A | 3/23/2016 |
| 10.9* | Long Term Incentive Plan (effective January 1, 2014) | 10-Q | 001-06622 | 10.50 | 8/5/2014 |
| 10.10* | Amendment to Long Term Incentive Plan | 10-Q | 001-06622 | 10.60 | 11/4/2015 |
| 10.11* | Amendment Number Two to Washington Real Estate Investment Trust 2014 Long-Term Incentive Plan (effective January 1, 2018) | 10-Q | 001-06622 | 10.54 | 4/30/2018 |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| ExhibitNumber | Exhibit Description | Form | FileNumber | Exhibit | Filing Date | FiledHerewith |
| 10.12* | Washington Real Estate Investment Trust Amended and Restated Executive Short-Term Incentive Plan, effective January 1, 2020 | 10-K | 001-06622 | 10.45 | 2/19/2020 | |
| 10.13* | Washington Real Estate Investment Trust Amended and Restated Executive Long-Term Incentive Plan, effective January 1, 2020 | 10-K | 001-06622 | 10.46 | 2/19/2020 | |
| 10.14* | Note Purchase Agreement, dated as of September 30, 2020, by and among Washington Real Estate Investment Trust and other parties named therein as Purchasers | 10-Q | 001-06622 | 10.1 | 10/30/2020 | |
| 10.15* | Employment Agreement dated August 19, 2013 with Paul T. McDermott | 10-Q | 001-06622 | 10.54 | 11/1/2013 | |
| 10.16* | Change in control agreement dated October 1, 2013 with Paul T. McDermott | 10-K | 001-06622 | 10.44 | 3/3/2014 | |
| 10.17* | Amendment No. 1 To Change in Control Agreement with Paul T. McDermott | 10-K | 001-06622 | 10.18 | 2/17/2023 | |
| 10.18* | Executive Officer Severance Pay Plan, adopted August 4, 2014 | 10-Q | 001-06622 | 10.54 | 10/30/2014 | |
| 10.19* | Change in control agreement dated February 2, 2022 with Susan L. Gerock | 10-Q | 001-06622 | 10.1 | 4/28/2022 | |
| 10.20* | Amendment No. 1 To Change in Control Agreement with Susan L. Gerock | 10-K | 001-06622 | 10.18 | 2/17/2023 | |
| 10.21* | Form of Change in Control Agreement | 10-K | 001-06622 | 10.28 | 2/17/2023 | |
| 10.22* | Amendment Number One to Washington Real Estate Investment Trust Amended and Restated Executive Officer Long-Term Incentive Plan | 10-K | 001-06622 | 10.29 | 2/17/2023 | |
| 10.23* | Amendment Number One to Washington Real Estate Investment Trust Amended and Restated Executive Officer Short-Term Incentive Plan | 10-K | 001-06622 | 10.3 | 2/17/2023 | |
| 10.24 | Second Amended and Restated Credit Agreement, dated August 26, 2021, by and among Washington Real Estate Investment Trust, as borrower, the financial institutions party thereto as lenders, and Wells Fargo Bank, National Association, as administrative agent | 10-Q | 001-06622 | 10.2 | 10/29/2021 | |
| 10.25 | First Amendment to Second Amended and Restated Credit Agreement, dated January 10, 2023, by and among Elme Communities, as borrower, the financial institutions party thereto as lenders, and Wells Fargo Bank, National Association, as administrative agent | 10-K | 001-06622 | 10.33 | 2/17/2023 | |
| 10.26* | Offer Letter to Tiffany Butcher | 10-Q | 001-06622 | 10.1 | 8/1/2023 | |
| 10.27 | Third Amended and Restated Credit Agreement, dated July 10, 2024, by and among Elme Communities, as borrower, the financial institutions party thereto as lenders, and Wells Fargo Bank, National Association, as administrative agent | 10-Q | 001-06622 | 10.1 | 8/2/2024 | |
| 10.28 | Elme Communities 2016 Omnibus Incentive Plan (as amended and restated effective as of May 30, 2024) | 8-K | 001-06622 | 10.1 | 6/4/2024 | |
| 10.29 | Elme Communities Compensation Recovery Policy | 10-K | 001-06622 | 97 | 2/16/2024 | |
| 19 | Elme Communities Policy on Inside Information and Insider Trading | X | ||||
| 21 | Subsidiaries of Registrant | X | ||||
| 23 | Consent of Independent Registered Public Accounting Firm | X | ||||
| 24 | Power of Attorney | X | ||||
| 31.1 | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (“the Exchange Act”) | X | ||||
| 31.2 | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act | X | ||||
| 31.3 | Certification of the Chief Administrative Officer pursuant to Rule 13a-14(a) of the Exchange Act | X | ||||
| 32 | Certification of the Chief Executive Officer, Chief Financial Officer and Chief Administrative Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 101 | INS-XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | X | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101) | |||||
- Management contracts or compensation plans or arrangements in which trustees or executive officers are eligible to participate.
In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K, copies of certain instruments defining the rights of holders of long-term debt of Elme Communities or its subsidiaries are not filed herewith. Pursuant to this regulation, we hereby agree to furnish a copy of any such instrument to the SEC upon request.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.