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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the quarterly period ended September 30, 2023
or 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission File Number 001-35624
CENTERSPACE
(Exact name of registrant as specified in its charter)
North Dakota45-0311232
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
3100 10th Street SWPost Office Box 1988MinotND58702-1988
(Address of principal executive offices)(Zip code)
(701) 837-4738
(Registrant’s telephone number, including area code)
    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for at least the past 90 days.
YesNo
    Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YesNo
    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 
Large Accelerated FilerAccelerated filer Non-accelerated filer
Smaller Reporting CompanyEmerging growth company
    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
    Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YesNo
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Shares of Beneficial Interest, no par valueCSRNew York Stock Exchange
Series C Cumulative Redeemable Preferred SharesCSR-PRCNew York Stock Exchange
    The number of common shares of beneficial interest outstanding as of October 23, 2023, was 15,052,549.


TABLE OF CONTENTS
 Page
 
  
 
2

PART I
Item 1. Financial Statements.

CENTERSPACE AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 (in thousands, except per share data)
 September 30, 2023December 31, 2022
ASSETS(Unaudited)
Real estate investments  
Property owned$2,326,408 $2,534,124 
Less accumulated depreciation(516,673)(535,401)
Total real estate investments1,809,735 1,998,723 
Cash and cash equivalents29,701 10,458 
Restricted cash22,496 1,433 
Other assets16,349 22,687 
TOTAL ASSETS$1,878,281 $2,033,301 
LIABILITIES, MEZZANINE EQUITY, AND EQUITY  
LIABILITIES  
Accounts payable and accrued expenses$62,674 $58,812 
Revolving lines of credit 113,500 
Notes payable, net of unamortized loan costs of $557 and $993, respectively
299,443 399,007 
Mortgages payable, net of unamortized loan costs of $3,314 and $3,615, respectively
539,245 495,126 
TOTAL LIABILITIES$901,362 $1,066,445 
COMMITMENTS AND CONTINGENCIES (NOTE 10)
SERIES D PREFERRED UNITS (Cumulative convertible preferred units, $100 par value, 166 units issued and outstanding at September 30, 2023 and December 31, 2022, aggregate liquidation preference of $16,560)
$16,560 $16,560 
EQUITY  
Series C Preferred Shares of Beneficial Interest (Cumulative redeemable preferred shares, no par value, $25 per share liquidation preference, 3,881 shares issued and outstanding at September 30, 2023 and December 31, 2022, aggregate liquidation preference of $97,036)
93,530 93,530 
Common Shares of Beneficial Interest (Unlimited authorization, no par value, 15,052 shares issued and outstanding at September 30, 2023 and 15,020 shares issued and outstanding at December 31, 2022)
1,169,025 1,177,484 
Accumulated distributions in excess of net income(527,586)(539,422)
Accumulated other comprehensive loss(1,434)(2,055)
Total shareholders’ equity$733,535 $729,537 
Noncontrolling interests – Operating Partnership and Series E preferred units226,205 220,132 
Noncontrolling interests – consolidated real estate entities619 627 
TOTAL EQUITY$960,359 $950,296 
TOTAL LIABILITIES, MEZZANINE EQUITY, AND EQUITY$1,878,281 $2,033,301 
See accompanying Notes to Condensed Consolidated Financial Statements.
3

CENTERSPACE AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

 (in thousands, except per share data)
 Three Months Ended September 30,Nine Months Ended September 30,
 2023202220232022
REVENUE$64,568 $65,438 $197,241 $188,868 
EXPENSES    
Property operating expenses, excluding real estate taxes19,602 20,290 58,816 58,315 
Real estate taxes7,143 7,039 21,898 21,103 
Property management expense2,197 2,563 7,012 7,537 
Casualty loss
937 276 1,242 1,256 
Depreciation and amortization24,697 23,720 75,061 79,489 
General and administrative expenses3,832 4,519 15,717 14,240 
TOTAL EXPENSES$58,408 $58,407 $179,746 $181,940 
Gain on sale of real estate and other investments
11,235  71,327 27 
Loss on litigation settlement  (2,864) 
Operating income
17,395 7,031 85,958 6,955 
Interest expense(8,556)(7,871)(27,516)(23,147)
Interest and other income
330 70 674 1,116 
NET INCOME (LOSS)
$9,169 $(770)$59,116 $(15,076)
Dividends to Series D preferred unitholders(160)(160)(480)(480)
Net (income) loss attributable to noncontrolling interests – Operating Partnership and Series E preferred units
(1,204)439 (9,058)3,546 
Net income attributable to noncontrolling interests – consolidated real estate entities
(31)(32)(96)(93)
Net income (loss) attributable to controlling interests
7,774 (523)49,482 (12,103)
Dividends to preferred shareholders(1,607)(1,607)(4,821)(4,821)
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS
$6,167 $(2,130)$44,661 $(16,924)
NET INCOME (LOSS) PER COMMON SHARE – BASIC
$0.41 $(0.14)$2.98 $(1.11)
NET INCOME (LOSS) PER COMMON SHARE – DILUTED
$0.41 $(0.14)$2.96 $(1.11)
See accompanying Notes to Condensed Consolidated Financial Statements.
4

CENTERSPACE AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited)


(in thousands)
Three Months Ended September 30,Nine Months Ended September 30,
 2023202220232022
Net income (loss)
$9,169 $(770)$59,116 $(15,076)
Other comprehensive income (loss):
Unrealized gain from derivative instrument
   1,581 
Loss on derivative instrument reclassified into earnings
324 204 621 696 
Total comprehensive income (loss)
$9,493 $(566)$59,737 $(12,799)
Net comprehensive (income) loss attributable to noncontrolling interests – Operating Partnership and Series E preferred units
(1,151)473 (8,954)3,937 
Net income attributable to noncontrolling interests – consolidated real estate entities
(31)(32)(96)(93)
Comprehensive income (loss) attributable to controlling interests
$8,311 $(125)$50,687 $(8,955)

See accompanying Notes to Condensed Consolidated Financial Statements.

5

CENTERSPACE AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (unaudited)

 (in thousands, except per share data)
Nine Months Ended September 30, 2022PREFERRED
SHARES
NUMBER
OF
COMMON
SHARES
COMMON
SHARES
ACCUMULATED
DISTRIBUTIONS
IN EXCESS OF
NET INCOME (LOSS)
ACCUMULATED OTHER COMPREHENSIVE LOSS
NONCONTROLLING
INTERESTS
TOTAL
EQUITY
Balance at December 31, 2021$93,530 15,016 $1,157,255 $(474,318)$(4,435)$224,248 $996,280 
Net (loss) attributable to controlling interests and noncontrolling interests
   (12,103)(3,453)(15,556)
Change in fair value of derivatives and amortization of swap settlements   2,277 2,277 
Distributions - common shares and Units ($2.19 per share and Unit)
   (33,663)(2,169)(35,832)
Distributions - Series C preferred shares ($1.2421875 per Series C share)
(4,821)(4,821)
Distributions - Series E preferred units ($2.90625 per unit)
(5,272)(5,272)
Share-based compensation, net of forfeitures 25 1,908   1,908 
Sale of common shares, net321 31,499 31,499 
Issuance of Units13,023 9,859 22,882 
Redemption of Units for common shares19 (831)831  
Redemption of Units for cash  (3,837)(3,837)
Shares repurchased— (5)(359)— (359)
Change in redemption value of Series D preferred units8,771 8,771 
Shares withheld for taxes(1,280)(1,280)
Other (254) (120)(374)
Balance at September 30, 2022$93,530 15,376 $1,209,732 $(524,905)$(2,158)$220,087 $996,286 
Nine Months Ended September 30, 2023
Balance at December 31, 2022$93,530 15,020 $1,177,484 $(539,422)$(2,055)$220,759 $950,296 
Net income attributable to controlling interests and noncontrolling interests
   49,482 9,154 58,636 
Amortization of swap settlements621 621 
Distributions - common shares and Units ($2.19 per share and unit)
   (32,825)(2,066)(34,891)
Distributions - Series C preferred shares ($1.2421875 per Series C share)
   (4,821) (4,821)
Distributions - Series E preferred units ($2.90625 per unit)
(5,076)(5,076)
Share-based compensation, net of forfeitures 19 2,712   2,712 
Redemption of Units for common shares107 (1,919)1,919  
Redemption of Series E preferred units for common shares31 (2,296)2,296  
Shares repurchased(124)(6,718) (6,718)
Shares withheld for taxes(182)(182)
Other (1)(56) (162)(218)
Balance at September 30, 2023$93,530 15,052 $1,169,025 $(527,586)$(1,434)$226,824 $960,359 

See accompanying Notes to Condensed Consolidated Financial Statements.


6

CENTERSPACE AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (unaudited)

 (in thousands, except per share data)
Three Months Ended September 30, 2022PREFERRED
SHARES
NUMBER
OF
COMMON
SHARES
COMMON
SHARES
ACCUMULATED
DISTRIBUTIONS
IN EXCESS OF
NET INCOME (LOSS)
ACCUMULATED OTHER COMPREHENSIVE LOSS
NONCONTROLLING
INTERESTS
TOTAL
EQUITY
Balance at June 30, 2022$93,530 15,373 $1,207,849 $(511,552)$(2,362)$223,153 $1,010,618 
Net (loss) attributable to controlling interests and noncontrolling interests
   (523)(407)(930)
Change in fair value of derivatives and amortization of swap settlements   204 204 
Distributions - common shares and units ($0.73 per share and unit)
   (11,223)(715)(11,938)
Distributions - Series C preferred shares ($0.4140625 per Series C share)
  (1,607) (1,607)
Distributions - Series E preferred units ($0.96875 per unit)
(1,757)(1,757)
Share-based compensation, net of forfeitures — 709   709 
Redemption of Units for common shares8 (456)456  
Redemption of Units for cash  (607)(607)
Shares repurchased— (5)(359)— (359)
Change in redemption value of Series D preferred units2,067 2,067 
Other (78) (36)(114)
Balance at September 30, 2022$93,530 15,376 $1,209,732 $(524,905)$(2,158)$220,087 $996,286 
Three Months Ended September 30, 2023
Balance at June 30, 2023$93,530 14,949 $1,169,501 $(522,796)$(1,758)$226,931 $965,408 
Net income attributable to controlling interests and noncontrolling interests
   7,774 1,235 9,009 
Amortization of swap settlements324 324 
Distributions - common shares and units ($0.73 per share and unit)
   (10,957)(658)(11,615)
Distributions - Series C preferred shares ($0.4140625 per Series C share)
   (1,607) (1,607)
Distributions - Series E preferred units ($0.96875 per unit)
(1,682)(1,682)
Share-based compensation, net of forfeitures — 602   602 
Redemption of Units for common shares97 (898)898  
Redemption of Series E preferred units for common shares6 (176)176  
Other (4) (76)(80)
Balance at September 30, 2023$93,530 15,052 $1,169,025 $(527,586)$(1,434)$226,824 $960,359 
See accompanying Notes to Condensed Consolidated Financial Statements.
7

CENTERSPACE AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
 (in thousands)
 Nine Months Ended September 30,
 20232022
CASH FLOWS FROM OPERATING ACTIVITIES  
Net income (loss)
$59,116 $(15,076)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
  
Depreciation and amortization, including amortization of capitalized loan costs76,265 80,104 
Gain on sale of real estate and other investments(71,323) 
Loss on litigation settlement2,864  
Share-based compensation expense2,712 1,908 
(Gain) loss on interest rate swap mark-to-market and settlement amortization
621 (221)
Other, net802 660 
Changes in other assets and liabilities:  
Other assets3,834 4,158 
Accounts payable and accrued expenses2,529 (2,560)
Net cash provided by operating activities
$77,420 $68,973 
CASH FLOWS FROM INVESTING ACTIVITIES  
Proceeds from repayment of mortgage loans and notes receivable430 353 
Net proceeds from sale of real estate and other investments
223,259  
Payments for acquisitions of real estate investments (104,666)
Payments for improvements of real estate investments(39,404)(33,625)
Other investing activities1,086 798 
Net cash provided by (used by) investing activities
$185,371 $(137,140)
CASH FLOWS FROM FINANCING ACTIVITIES  
Proceeds from mortgages payable90,000  
Principal payments on mortgages payable(46,770)(27,426)
Proceeds from revolving lines of credit75,907 150,000 
Principal payments on revolving lines of credit(189,407)(54,500)
Principal payments on notes payable(100,000) 
Payment for termination of interest rate swap (3,209)
Net proceeds from issuance of common shares 31,499 
Repurchase of common shares(6,718)(359)
Redemption of partnership units(38)(3,837)
Distributions paid to common shareholders(32,785)(33,252)
Distributions paid to preferred shareholders(4,821)(4,821)
Distributions paid to Series D preferred unitholders(480)(480)
Distributions paid to noncontrolling interests – Operating Partnership and Series E preferred units(7,194)(7,325)
Other financing activities(179)(374)
Net cash provided by (used by) financing activities
$(222,485)$45,916 
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
40,306 (22,251)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD11,891 38,625 
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD$52,197 $16,374 
SUPPLEMENTARY SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES  
Accrued capital expenditures$4,369 $2,458 
Operating partnership units converted to shares(1,919)(831)
Distributions declared but not paid to common shareholders11,615 11,938 
Series E preferred units converted to common shares(2,296) 
Retirement of shares withheld for taxes182 1,280 
Loss on litigation settlement2,864  
Involuntary conversion of assets(1,986) 
Real estate assets acquired through assumption of debt 41,623 
Fair value adjustment to debt 1,224 
Real estate assets acquired through exchange of note receivable 43,276 
Note receivable exchanged through real estate acquisition (43,276)
Real estate assets acquired through issuance of operating partnership units 22,882 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION  
Cash paid for interest$26,190 $21,856 
See accompanying Notes to Condensed Consolidated Financial Statements.
8

CENTERSPACE AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(in thousands)
Balance sheet descriptionSeptember 30, 2023December 31, 2022September 30, 2022
Cash and cash equivalents$29,701 $10,458 $14,957 
Restricted cash22,496 1,433 1,417 
Total cash, cash equivalents and restricted cash$52,197 $11,891 $16,374 
See accompanying Notes to Condensed Consolidated Financial Statements.
9

CENTERSPACE AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
September 30, 2023
NOTE 1 • ORGANIZATION 
Centerspace, collectively with its consolidated subsidiaries (“Centerspace,” “the Company,” “we,” “us,” or “our”), is a North Dakota real estate investment trust (“REIT”) focused on the ownership, management, acquisition, redevelopment, and development of apartment communities. As of September 30, 2023, Centerspace owned interests in 71 apartment communities consisting of 12,785 apartment homes.
NOTE 2 • BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES 
BASIS OF PRESENTATION
Centerspace conducts a majority of its business activities through a consolidated operating partnership, Centerspace, LP, a North Dakota limited partnership (the “Operating Partnership”), as well as through a number of other consolidated subsidiary entities. The accompanying Condensed Consolidated Financial Statements include the Company’s accounts and the accounts of all its subsidiaries in which it maintains a controlling interest, including the Operating Partnership. All intercompany balances and transactions are eliminated in consolidation.
The Condensed Consolidated Financial Statements also reflect the Operating Partnership’s ownership of a joint venture entity in which the Operating Partnership has a general partner or controlling interest. This entity is consolidated into the Company’s operations, with noncontrolling interests reflecting the noncontrolling partners’ share of ownership, income, and expenses.
UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Centerspace’s interim Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain disclosures accompanying annual consolidated financial statements prepared in accordance with GAAP are omitted. The year-end balance sheet data was derived from audited consolidated financial statements, but does not include all disclosures required by GAAP. In the opinion of management, all adjustments, consisting solely of normal recurring adjustments necessary for the fair presentation of financial position, results of operations, and cash flows for the interim periods, have been included.
The current period’s results of operations are not necessarily indicative of results which ultimately may be achieved for the year. The interim Condensed Consolidated Financial Statements and accompanying notes thereto should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on February 21, 2023.
USE OF ESTIMATES
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
RECENT ACCOUNTING PRONOUNCEMENTS
The following table provides a brief description of Financial Accounting Standards Board (“FASB”) recent accounting standards updates (“ASU”).
StandardDescriptionDate of AdoptionEffect on the Financial Statements or Other Significant Matters
ASU 2022-06, Reference Rate Reform (Topic 848) - Deferral of the Sunset Date of Topic 848
This ASU extends the sunset date of Reference Rate Reform (Topic 848): Facilitation of Reference Rate Reform to December 31, 2024.This ASU is effective immediately for all companies.The ASU will not have a material impact on the Condensed Consolidated Financial Statements.
10

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
Cash and cash equivalents include all cash and highly liquid investments purchased with maturities of three months or less. Cash and cash equivalents consist of our bank deposits and our deposits in a money market mutual fund. As of September 30, 2023 restricted cash consisted primarily of net tax-deferred exchange proceeds remaining from a portion of our dispositions, real estate deposits, and escrows held by lenders. As of December 31, 2022, restricted cash consisted primarily of escrows held by lenders for real estate taxes, insurance, and capital additions. We are potentially exposed to credit risk for cash deposited with FDIC-insured financial institutions in accounts which, at times, may exceed federally insured limits. Although recent bank failures have increased the risk of loss in such accounts, we have not experienced any losses in such accounts.
LEASES
As a lessor, Centerspace primarily leases multifamily apartment homes which qualify as operating leases with terms that are generally one year or less. Rental revenues are recognized in accordance with FASB Accounting Standards Codification (“ASC”) ASC 842, Leases, using a method that represents a straight-line basis over the term of the lease. For the three months ended September 30, 2023 and 2022, rental income represented approximately 98.1% and 97.4% of total revenues, respectively, and included gross market rent less adjustments for gain or loss to lease, concessions, vacancy loss, and bad debt. For the three months ended September 30, 2023 and 2022, other property revenues represented the remaining 1.9% and 2.6% of total revenues, respectively, and were primarily driven by other fee income, which is typically recognized when earned, at a point in time. For the nine months ended September 30, 2023 and 2022, rental income represented approximately 98.2% and 97.8% of total revenues, respectively. For the nine months ended September 30, 2023 and 2022, other property revenues represented the remaining 1.8% and 2.2% of total revenues, respectively.
Some of the Company’s apartment communities have commercial spaces available for lease. Lease terms for these spaces typically range from three to fifteen years. The leases for commercial spaces generally include options to extend the lease for additional terms.
Many of the leases contain non-lease components for utility reimbursement from residents and common area maintenance from commercial tenants. Centerspace has elected the practical expedient to combine lease and non-lease components for all asset classes. The combined components are included in lease income and are accounted for under ASC 842.
The aggregate amount of future scheduled lease income on commercial operating leases, excluding any variable lease income and non-lease components, as of September 30, 2023, was as follows:
(in thousands)
2023 (remainder)
$539 
20242,130 
20252,076 
20261,908 
20271,444 
Thereafter6,170 
Total scheduled lease income - commercial operating leases$14,267 
REVENUES AND GAINS ON SALE OF REAL ESTATE
Revenue is recognized in accordance with the transfer of goods and services to customers at an amount that reflects the consideration to which the Company expects to be entitled for those goods and services.
Revenue streams that are included in revenues from contracts with customers include other property revenue such as application fees and other miscellaneous items. Centerspace recognizes revenue for these rental related items not included as a component of a lease as earned.
The following table presents the disaggregation of revenue streams for the three and nine months ended September 30, 2023 and 2022:
11

(in thousands)
Three Months Ended September 30,Nine Months Ended September 30,
Revenue StreamApplicable Standard2023202220232022
Fixed lease income - operating leasesLeases$60,324 $60,851 $184,256 $176,911 
Variable lease income - operating leasesLeases3,006 2,905 9,523 7,728 
Other property revenueRevenue from contracts with customers1,238 1,682 3,462 4,229 
Total revenue$64,568 $65,438 $197,241 $188,868 
In addition to lease income and other property revenue, the Company recognizes gains or losses on the sale of real estate when the criteria for derecognition of an asset are met, including when (1) a contract exists and (2) the buyer obtained control of the nonfinancial asset that was sold. For the three months ended September 30, 2023, the Company recognized $11.2 million as a gain on the sale of real estate and other investments. For the three months ended September 30, 2022, the Company did not recognize any gain on the sale of real estate and other investments. For the nine months ended September 30, 2023 and 2022, the Company recognized $71.3 million and $27,000, respectively, as a gain on the sale of real estate and other investments.

MARKET CONCENTRATION RISK
We are subject to increased exposure from economic and other competitive factors specific to markets where we hold a significant percentage of the carrying value of our real estate portfolio. As of September 30, 2023, we held more than 10% of the carrying value of our real estate portfolio in each of the following markets: Minneapolis, Minnesota and Denver, Colorado.
IMPAIRMENT OF LONG-LIVED ASSETS
The Company evaluates long-lived assets, including investments in real estate, for impairment indicators at least quarterly. The judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions, expected holding period of each property, and legal and environmental concerns. If indicators exist, the Company compares the expected future undiscounted cash flows for the property against the carrying amount of that property. If the sum of the estimated undiscounted cash flows is less than the carrying amount, an impairment loss is generally recorded for the difference between the estimated fair value and the carrying amount. If the anticipated holding period for properties, the estimated fair value of properties, or other factors change based on market conditions or otherwise, the evaluation of impairment charges may be different and such differences could be material to the consolidated financial statements. The evaluation of anticipated cash flows is subjective and is based, in part, on assumptions regarding future occupancy, rental rates, and capital requirements that could differ materially from actual results. Reducing planned property holding periods may increase the likelihood of recording impairment losses.
During the three and nine months ended September 30, 2023 and 2022, the Company recorded no impairment charges.
NOTES RECEIVABLE
The Company has a tax increment financing note receivable (“TIF”) with a principal balance of $5.7 million and $6.1 million at September 30, 2023 and December 31, 2022, respectively, which appears within other assets in the Condensed Consolidated Balance Sheets at fair value. The note bears an interest rate of 4.5% with payments due in February and August of each year.
Centerspace originated a $29.9 million construction loan and a $15.3 million mezzanine loan for the development of a multifamily community located in Minneapolis, Minnesota. The construction and mezzanine loans bore and accrued interest at 4.5% and 11.5%, respectively. The Company exercised its option to purchase the apartment community in exchange for the loans and cash, during the nine months ended September 30, 2022. As of September 30, 2023 and December 31, 2022, the loans had no remaining balance.
ADVERTISING COSTS
Advertising costs are expensed as incurred and reported on the Condensed Consolidated Statements of Operations within the Property operating expenses, excluding real estate taxes line item. During the three months ended September 30, 2023 and 2022, total advertising expense was $878,000 and $795,000, respectively. During the nine months ended September 30, 2023 and 2022, total advertising expense was $2.3 million and $2.4 million, respectively.
12

SEVERANCE AND TRANSITION
On March 23, 2023, the Company entered into a Separation and General Release Agreement (the “Separation Agreement”) in connection with the departure of former CEO, Mark Decker, Jr. During the nine months ended September 30, 2023, the Company incurred total severance costs of $2.2 million for the cash severance and benefits for Mr. Decker, $737,000 in share-based compensation expense for the acceleration of certain equity awards, and $306,000 in other CEO transition related expenses. Refer to Note 11 for additional information on the share-based compensation expense.
INVOLUNTARY CONVERSION OF ASSETS
In April 2023, a portion of an apartment community was destroyed by fire. The Company recorded a write-down of the apartment community asset, in accordance with ASC 610-30 on involuntary conversion of non-monetary assets, totaling $1.0 million with an offsetting insurance receivable recorded within other assets on the Condensed Consolidated Balance Sheets. As of September 30, 2023, the estimated insurance claim was $1.3 million. Any amounts received in excess of the write-down will be recognized when received.
During the three months ended September 30, 2023, Centerspace recorded a $695,000 write-down to an apartment community asset as a result of extensive damage to the pool. Any insurance funds received will be recognized when received in accordance with ASC 610-30.
LITIGATION SETTLEMENT
During the nine months ended, September 30, 2023, the Company recorded a loss on litigation settlement of $2.9 million due to a trial judgment entered against Centerspace on May 8, 2023 for property damage, resulting in monetary losses. Centerspace was the named defendant in a lawsuit where the owner of a neighboring property claimed a retaining wall at one of the Company’s properties was causing water damage to the neighboring property. Subsequent to September 30, 2023, the judgement was ordered and the Company paid the settlement of $2.9 million. The Company cannot, with any level of certainty, predict or estimate if there will be additional costs incurred as a result of the lawsuit.
VARIABLE INTEREST ENTITIES
Centerspace has determined that its Operating Partnership and each of its less-than-wholly owned real estate partnerships are variable interest entities (each, a “VIE”), as the limited partners or the functional equivalent of limited partners lack substantive kick-out rights and substantive participating rights. The Company is the primary beneficiary of the VIEs, and the VIEs are required to be consolidated on the balance sheet because the Company has a controlling financial interest in the VIEs and has both the power to direct the activities of the VIEs that most significantly impact the economic performance of the VIEs as well as the obligation to absorb losses or the right to receive benefits from the VIEs that could potentially be significant to the VIEs. Because the Operating Partnership is a VIE, all of the Company’s assets and liabilities are held through a VIE.
NOTE 3 • EARNINGS PER SHARE
Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares of beneficial interest (“common shares”) outstanding during the period. Centerspace has issued restricted stock units (“RSUs”) and incentive stock options (“ISOs”) under the 2015 Incentive Plan, Series D Convertible Preferred Units (“Series D preferred units”), and Series E Convertible Preferred Units (“Series E preferred units”), which could have a dilutive effect on the earnings per share upon the vesting of the RSUs or exercise of the ISOs or upon conversion of the Series D or Series E preferred units (refer to Note 4 for further discussion of the Series D and the Series E preferred units). Other than the issuance of RSUs, ISOs, Series D preferred units, and Series E preferred units, there are no outstanding options, warrants, convertible stock or other contractual obligations requiring issuance of additional shares that would result in dilution of earnings. Under the terms of the Operating Partnership’s Agreement of Limited Partnership, limited partners have the right to require the Operating Partnership to redeem their limited partnership units (“Units”) any time following the first anniversary of the date they acquired such Units (“Exchange Right”). Upon the exercise of Exchange Rights, and in Centerspace’s sole discretion, it may issue common shares in exchange for Units on a one-for-one basis.
The following table presents a reconciliation of the numerator and denominator used to calculate basic and diluted earnings per share reported in the Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2023 and 2022.  
13

 (in thousands, except per share data)
 Three Months Ended September 30,Nine Months Ended September 30,
 2023202220232022
NUMERATOR  
Net income (loss) attributable to controlling interests
$7,774 $(523)$49,482 $(12,103)
Dividends to preferred shareholders(1,607)(1,607)(4,821)(4,821)
Numerator for basic earnings (loss) per share – net income (loss) available to common shareholders
6,167 (2,130)44,661 (16,924)
Noncontrolling interests – Operating Partnership and Series E preferred units(1)
1,204 (439)6,233 (3,546)
Dividends to preferred unitholders(2)
 160 480 480 
Numerator for diluted earnings (loss) per share
$7,371 $(2,409)$51,374 $(19,990)
DENOMINATOR    
Denominator for basic earnings per share weighted average shares14,989 15,373 14,988 15,280 
Effect of redeemable operating partnership units(1)
908    
Effect of Series D preferred units(2)
  228  
Effect of Series E preferred units2,093  2,105  
Effect of dilutive restricted stock units and stock options28  23  
Denominator for diluted earnings per share18,018 15,373 17,344 15,280 
NET INCOME (LOSS) PER COMMON SHARE – BASIC
$0.41 $(0.14)$2.98 $(1.11)
NET INCOME (LOSS) PER COMMON SHARE – DILUTED
$0.41 $(0.14)$2.96 $(1.11)
(1)For the nine months ended September 30, 2023, the impact of Units was excluded from the calculation of calculation of net income (loss) per common share - diluted as they were anti-dilutive.
(2)For the three months ended September 30, 2023, dividends to preferred unitholders and the effect of Series D preferred units are excluded in the calculation of net income (loss) per common share - diluted as they were anti-dilutive.
For the three months ended September 30, 2023, Series D preferred units of 228,000, as converted and performance-based RSUs of 26,000 were excluded from the calculation of diluted earnings per share because they were anti-dilutive.
For the three months ended September 30, 2022, operating partnership units of 984,000, Series D preferred units of 228,000, as converted, Series E preferred units of 2.2 million, as converted, time-based RSUs of 7,000, weighted average stock options of 23,000, and performance-based RSUs of 30,000 were excluded from the calculation of diluted earnings per share because they were anti-dilutive.
For the nine months ended September 30, 2023, operating partnership units of 943,000 and performance-based RSUs of 26,000 were excluded from the calculation of diluted earnings per share because they were anti-dilutive.
For the nine months ended September 30, 2022, operating partnership units of 980,000, Series D preferred units of 228,000, as converted, Series E preferred units of 2.2 million, as converted, time-based RSUs of 10,000, weighted average stock options of 38,000, and performance-based RSUs of 33,000 were excluded from the calculation of diluted earnings per share because they were anti-dilutive.
NOTE 4 • EQUITY AND MEZZANINE EQUITY
Operating Partnership Units. The Operating Partnership had 864,000 and 971,000 outstanding Units at September 30, 2023 and December 31, 2022, respectively. During the nine months ended September 30, 2022, we issued 209,000 Units as partial consideration for the acquisition of three apartment communities.
Exchange Rights. Centerspace redeemed Units in exchange for common shares in connection with Unitholders exercising their exchange rights during the three and nine months ended September 30, 2023 and 2022 as detailed in the table below.
14

(in thousands)
Three Months Ended September 30,Number of UnitsNet Book Basis
202397 $898 
20228 $456 
Nine Months Ended September 30,
2023107 $1,919 
202219 $831 
Pursuant to the exercise of exchange rights, the Company redeemed Units for cash during the three and nine months ended September 30, 2023 and 2022 as detailed in the table below.
(in thousands, except per Unit data)
Three Months Ended September 30,Number of UnitsAggregate CostAverage Price Per Unit
2023 $28 $63.37 
20227 $607 $81.18 
Nine Months Ended September 30,
20231 $38 $61.40 
202242 $3,837 $90.93 
Series E Preferred Units (Noncontrolling Interests). Centerspace had 1.7 million and 1.8 million Series E preferred units outstanding on September 30, 2023 and December 31, 2022, respectively. Each Series E preferred unit has a par value of $100. The Series E preferred unit holders receive a preferred distribution at the rate of 3.875% per year. Each Series E preferred unit is convertible, at the holder’s option, into 1.2048 Units. The Series E preferred units have an aggregate liquidation preference of $173.3 million. The holders of the Series E preferred units do not have voting rights.
(in thousands)
Number of Series ENumber ofTotal
Three Months Ended September 30,Preferred Units RedeemedCommon Shares IssuedValue
20235 6 $176 
Nine Months Ended September 30,
202325 31 $2,296 
Common Shares and Equity Awards. Common shares outstanding on September 30, 2023 and December 31, 2022, totaled 15.1 million and 15.0 million, respectively. There were 64 and 19,014 shares issued upon the vesting of equity awards under the 2015 Incentive Plan during the three and nine months ended September 30, 2023, respectively, with a total grant-date fair value of $5,000 and $1.7 million, respectively. There were 199 and 24,296 shares issued upon the vesting of equity awards under the 2015 Incentive Plan during the three and nine months ended September 30, 2022, respectively, with a total grant-date fair value of $18,000 and $637,000, respectively. These shares vested based on performance and service criteria. Refer to Note 11 for additional details on share-based compensation.
Equity Distribution Agreement. Centerspace has an equity distribution agreement in connection with an at-the-market offering (“2021 ATM Program”) through which it may offer and sell common shares having an aggregate sales price of up to $250.0 million, in amounts and at times determined by management. Under the 2021 ATM Program, the Company may enter into separate forward sale agreements. The proceeds from the sale of common shares under the 2021 ATM Program may be used for general corporate purposes, including the funding of acquisitions, construction or mezzanine loans, community renovations, and the repayment of indebtedness. The table below provides details on the sale of common shares during the nine months ended September 30, 2023 and 2022 under the 2021 ATM Program. There were no sales of common shares under the 2021 ATM Program during the three months ended September 30, 2023 and 2022. As of September 30, 2023, common shares having an aggregate offering price of up to $126.6 million remained available under the 2021 ATM Program.
(in thousands, except per share amounts)
Nine Months Ended September 30,Number of Common Shares
Net Consideration(1)
Average Net Price Per Share
2023 $ $ 
2022321 $31,732 $98.89 
(1)Consideration is net of $338 in commissions and issuance costs during the nine months ended September 30, 2022.
15

Share Repurchase Program. On March 10, 2022, the Board of Trustees approved a new share repurchase program (the “Share Repurchase Program”), providing for the repurchase of up to an aggregate of $50.0 million of the Company’s outstanding common shares. Under the Share Repurchase Program, the Company is authorized to repurchase common shares through open market purchases, privately-negotiated transactions, block trades or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Securities and Exchange Act of 1934, as amended. The repurchases have no time limit and may be suspended or discontinued completely at any time. The specific timing and amount of repurchases will vary based on available capital resources or other financial and operational performance, market conditions, securities law limitations, and other factors. The table below provides details on the shares repurchased during the three and nine months ended September 30, 2023 and 2022. As of September 30, 2023, the Company had $14.2 million remaining authorized for purchase under this program.
(in thousands, except per share amounts)
Three Months Ended September 30,Number of Common Shares
Aggregate Cost(1)
Average Price Per Share(1)
2023 $ $ 
20225 $359 $65.97 
Nine Months Ended September 30,
2023124 $6,718 $54.19 
20225 $359 $65.97 
(1)Amount includes commissions.
Series C Preferred Shares. Series C preferred shares outstanding were 3.9 million shares at September 30, 2023 and December 31, 2022. The Series C preferred shares are nonvoting and redeemable for cash at $25.00 per share at Centerspace’s option after October 2, 2022. Holders of these shares are entitled to cumulative distributions, payable quarterly (as and if declared by the Board of Trustees). Distributions accrue at an annual rate of $1.65625 per share, which is equal to 6.625% of the $25.00 per share liquidation preference ($97.0 million liquidation preference in the aggregate).
Series D Preferred Units (Mezzanine Equity). Series D preferred units outstanding were 165,600 preferred units at September 30, 2023 and December 31, 2022. The Series D preferred units have a par value price of $100 per preferred unit. The Series D preferred unit holders receive a preferred distribution at the rate of 3.862% per year. The Series D preferred units have a put option which allows the holder to redeem any or all of the Series D preferred units for cash equal to the issuance price. Each Series D preferred unit is convertible, at the holder’s option, into 1.37931 Units. The Series D preferred units have an aggregate liquidation preference of $16.6 million. Changes in the redemption value are charged to common shares on the Condensed Consolidated Balance Sheets from period to period. The holders of the Series D preferred units do not have voting rights. Distributions to Series D unitholders are presented in the Condensed Consolidated Statements of Equity within net income (loss) attributable to controlling interests and noncontrolling interests.
NOTE 5 • DEBT
The following is a summary of our secured and unsecured debt at September 30, 2023 and December 31, 2022.
(in thousands)
September 30, 2023December 31, 2022
Carrying AmountWeighted Average Interest RateCarrying AmountWeighted Average Interest RateWeighted Average Maturity in Years at September 30, 2023
Lines of credit (1)
$ $113,500 4.12 %— 
Term loans 100,000 5.57 %— 
Unsecured senior notes (2)(5)
300,0003.12 %300,000 3.12 %6.88
Unsecured debt300,000513,500 6.88
Mortgages payable - Fannie Mae credit facility (5)
198,8502.78 %198,850 2.78 %7.81
Mortgages payable - other (3)(5)
343,7094.14 %299,427 3.85 %6.53
Total debt (4)
$842,5593.46 %$1,011,777 3.62 %6.96
(1)The interest rate swap was terminated in February 2022. Refer to Note 6 - Derivative Instruments for additional information. Interest rates on lines of credit are variable.
(2)Included within notes payable on the Condensed Consolidated Balance Sheets.
(3)Represents apartment communities encumbered by mortgages; 13 at September 30, 2023 and 15 at December 31, 2022.
(4)Excludes deferred financing costs and premiums or discounts.
(5)Interest rate is fixed.
16

As of September 30, 2023, 46 apartment communities were not encumbered by mortgages and were available to provide credit support for the unsecured borrowings. The Company’s primary unsecured credit facility (“unsecured credit facility” or “Facility”) is a revolving, multi-bank line of credit, with the Bank of Montreal serving as administrative agent. The line of credit has total commitments and borrowing capacity of $250.0 million, based on the value of unencumbered properties. As of September 30, 2023, there was no outstanding balance on this line of credit, therefore the additional borrowing availability was $250.0 million. This unsecured credit facility was amended on September 30, 2021 to extend the maturity date to September 2025 and to provide for an accordion option to increase borrowing capacity up to $400.0 million.
On May 31, 2023, the unsecured credit facility was further amended to replace the London Interbank Offered Rate (“LIBOR”) with the Secured Overnight Financing Rate (“SOFR”) as the benchmark alternative reference rate under the Facility. Loans under the Facility outstanding as of the effective date of the Amendment that accrue interest at a rate determined by reference to LIBOR will continue to accrue interest at a rate determined by reference to LIBOR for the interest period applicable to such loans. The line of credit has an interest rate equal to daily SOFR plus a margin of 135 basis points and a spread adjustment of 10 basis points. The interest rates on the line of credit are based, at the Company’s option, on either the lender’s base rate plus a margin, ranging from 25-80 basis points, or daily or term SOFR, plus a margin that ranges from 125-180 basis points based on the consolidated leverage ratio, as defined under the First Amendment to Third Amended and Restated Credit Agreement. Prior to the amendment, interest rates on the line of credit were based, at the Company’s option, on either the lender’s base rate plus a margin, ranging from 25-80 basis points, or LIBOR , plus a margin that ranges from 125-180 basis points based on the consolidated leverage ratio, as defined under the Third Amended and Restated Credit Agreement. The unsecured credit facility and unsecured senior notes are subject to customary financial covenants and limitations. The Company believes that it was in compliance with all such financial covenants and limitations as of September 30, 2023.
Centerspace also has a $6.0 million operating line of credit. As of September 30, 2023, there was no outstanding balance on this line of credit. This operating line of credit is designed to enhance treasury management activities and more effectively manage cash balances. This operating line matures on September 30, 2024, with pricing based on SOFR.
Centerspace has a private shelf agreement with PGIM, Inc., an affiliate of Prudential Financial, Inc., and certain affiliates of PGIM, Inc. (collectively, “PGIM”) with an aggregate amount of $225.0 million of unsecured senior promissory notes (“unsecured senior notes”) available for issuance. The Company also has a separate note purchase agreement for the issuance of $125.0 million senior unsecured promissory notes, of which $25.0 million was issued under the private shelf agreement with PGIM. Under the private shelf agreement with PGIM, the Company has issued $200.0 million unsecured senior notes with $25.0 million remaining available as of September 30, 2023. The following table shows the notes issued under both private shelf agreements.
(in thousands)
AmountMaturity DateInterest Rate
Series A$75,000 September 13, 20293.84 %
Series B$50,000 September 30, 20283.69 %
Series C$50,000 June 6, 20302.70 %
Series 2021-A$35,000 September 17, 20302.50 %
Series 2021-B$50,000 September 17, 20312.62 %
Series 2021-C$25,000 September 17, 20322.68 %
Series 2021-D$15,000 September 17, 20342.78 %
In November 2022, the Company entered into a $100.0 million term loan agreement (“Term Loan”) with PNC Bank, National Association as administrative agent. The interest rate on the Term Loan was based on SOFR, plus a margin that ranged from 120 to 175 basis points based on the consolidated leverage ratio. The Term Loan had a 364-day term with an option for an additional 364-day term. As of September 30, 2023, the term loan was paid in full. As of December 31, 2022, the term loan had a balance of $100.0 million.
Centerspace has a $198.9 million Fannie Mae Credit Facility Agreement (the “FMCF”). The FMCF is secured by mortgages on 12 apartment communities. The notes are interest-only, with varying maturity dates of 7, 10, and 12 years, and a blended, weighted average interest rate of 2.78%. As of September 30, 2023 and December 31, 2022, the FMCF had a balance of $198.9 million. The FMCF is included within mortgages payable on the Condensed Consolidated Balance Sheets.
As of September 30, 2023, Centerspace owned 13 apartment communities that served as collateral for mortgage loans, in addition to the apartment communities secured by the FMCF. All of these mortgage loans were non-recourse to the Company other than for standard carve-out obligations. As of September 30, 2023, the Company believes that there were no material defaults or instances of noncompliance in regards to any of these mortgages payable.
17

On April 26, 2023, Centerspace closed on a $90.0 million secured note payable, which is included in the mortgages payable discussion above, with an interest rate of 5.04% and a term of 12 years.
The aggregate amount of required future principal payments on all debt as of September 30, 2023, was as follows:
(in thousands)
2023 (remainder)$1,486 
20246,369 
202535,277 
202651,590 
202748,666 
Thereafter699,171 
Total payments$842,559 
NOTE 6 • DERIVATIVE INSTRUMENTS
Centerspace used interest rate derivatives to stabilize interest expense and to manage its exposure to interest rate fluctuations. To accomplish this objective, the Company primarily used interest rate swap contracts to fix variable interest rate debt.
Changes in the fair value of derivatives designated and that qualified as cash flow hedges were recorded in accumulated other comprehensive income (loss) (“OCI”). Amounts recorded in accumulated other comprehensive income (loss) will be reclassified to interest expense in the periods in which interest payments are incurred on variable rate debt. During the next twelve months, the Company estimates an additional $857,000 will be reclassified as an increase to interest expense.
In February 2022, the Company paid $3.2 million to terminate its $75.0 million interest rate swap and its $70.0 million forward swap. As of September 30, 2023 and December 31, 2022 the Company had no remaining interest rate swaps.
Derivatives not designated as hedges were not speculative and were used to manage the Company’s exposure to interest rate movements and other identified risks but did not meet the strict hedge accounting requirements. Changes in fair value of derivatives not designated in hedging relationships were recorded directly to earnings within interest and other income (loss) in the Condensed Consolidated Statements of Operations. During the nine months ended September 30, 2022, the Company recorded a gain of $582,000, related to the interest rate swap not designated in a hedging relationship, prior to its termination.
The table below presents the effect of the Company’s derivative financial instruments on the Condensed Consolidated Statements of Operations as of September 30, 2023 and 2022.
(in thousands)
Gain Recognized in OCI Location of Gain (Loss) Reclassified from Accumulated OCI into IncomeLoss Reclassified from Accumulated OCI into Income (Loss)
Three months ended September 30,2023202220232022
Total derivatives in cash flow hedging relationships - Interest rate contracts$ $ Interest expense$(324)$(204)
Nine months ended September 30,
Total derivatives in cash flow hedging relationships - Interest rate contracts$ $1,581 Interest expense$(621)$(696)
NOTE 7 • FAIR VALUE MEASUREMENTS
Cash and cash equivalents, restricted cash, other assets, accounts payable, accrued expenses, and other liabilities are carried at amounts that reasonably approximate their fair value due to their short-term nature. For variable rate line of credit debt that re-prices frequently, fair values are based on carrying values.
In determining the fair value of other financial instruments, Centerspace applies FASB ASC 820, “Fair Value Measurement and Disclosures.” Fair value hierarchy under ASC 820 distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (Levels 1 and 2) and the reporting entity’s own assumptions about market participant assumptions (Level 3). Fair value estimates may differ from the amounts that may ultimately be realized upon sale or disposition of the assets and liabilities.
18

Fair Value Measurements on a Recurring Basis
(in thousands)
Balance Sheet LocationTotalLevel 1Level 2Level 3
September 30, 2023
Assets
Notes receivableOther assets$5,455   $5,455 
December 31, 2022    
Assets
Notes receivableOther assets$5,871   $5,871 
Centerspace utilizes an income approach with Level 3 inputs based on expected future cash flows to value the notes receivable. The inputs include market transactions for similar instruments, management estimates of comparable interest rates (range of 3.75% to 5.50%), and instrument specific credit risk of 0.5%. Changes in the fair value of these receivables from period to period are reported in interest and other income on the Condensed Consolidated Statements of Operations.
(in thousands)
Fair Value MeasurementOther GainsInterest IncomeTotal Changes in Fair Value Included in Current-Period Earnings
Nine months ended September 30, 2023
Notes receivable$5,455 $14 $197 $211 
Nine months ended September 30, 2022
Notes receivable$5,865 $11 $600 $611 
As of September 30, 2023 and December 31, 2022, Centerspace had investments totaling $1.8 million and $1.6 million, respectively, in real estate technology venture funds consisting of privately held entities that develop technology related to the real estate industry. These investments appear within other assets on our Condensed Consolidated Balance Sheets. The investments are measured at net asset value (“NAV”) as a practical expedient under ASC 820. As of September 30, 2023, the Company had total unfunded commitments of $1.2 million.
Fair Value Measurements on a Nonrecurring Basis
There were no non-financial assets or liabilities measured at fair value on a nonrecurring basis at September 30, 2023 and December 31, 2022.
Financial Assets and Liabilities Not Measured at Fair Value
The fair value of unsecured senior notes and mortgages payable are estimated based on the discounted cash flows of the loans using market research and management estimates of comparable interest rates, excluding any prepayment penalties (Level 3).
The estimated fair values of the Company’s financial instruments as of September 30, 2023 and December 31, 2022, respectively, are as follows:
(in thousands)
September 30, 2023December 31, 2022
Balance Sheet LocationCarrying AmountFair ValueCarrying AmountFair Value
FINANCIAL ASSETS    
Cash and cash equivalentsCash and cash equivalents$29,701 $29,701 $10,458 $10,458 
Restricted cashRestricted cash$22,496 $22,496 $1,433 $1,433 
FINANCIAL LIABILITIES    
Revolving lines of creditRevolving lines of credit$ $ $113,500 $113,500 
Term loansNotes payable$ $ $100,000 $100,000 
Unsecured senior notesNotes payable$300,000 $234,675 $300,000 $238,446 
Mortgages payable - Fannie MaeMortgages payable$198,850 $157,180 $198,850 $161,297 
Mortgages payable - otherMortgages payable$343,709 $306,678 $299,427 $274,029 
19

NOTE 8 • ACQUISITIONS AND DISPOSITIONS
ACQUISITIONS
Centerspace did not acquire new real estate during the three months ended September 30, 2023 compared to acquisitions of $95.0 million during the three months ended September 30, 2022. Centerspace did not acquire new real estate during the nine months ended September 30, 2023 compared to acquisitions of $211.9 million during the nine months ended September 30, 2022. The acquisitions during the nine months ended September 30, 2022 are detailed below.
Nine Months Ended September 30, 2022
Date
Acquired
(in thousands)
Total
Acquisition
Cost(1)
Form of ConsiderationInvestment Allocation
AcquisitionsCash
Units(2)
Other(3)
LandBuilding
Intangible
Assets(4)
Other(5)
191 homes - Martin Blu - Minneapolis, MN
January 4, 2022$49,825 $3,031 $18,885 $27,909 $3,547 $45,212 $1,813 $(747)
31 homes - Elements - Minneapolis, MN
January 4, 20229,066 1,290 1,748 6,028 941 7,853 335 (63)
45 homes - Zest - Minneapolis, MN
January 4, 202211,364 1,429 2,249 7,686 936 10,261 574 (407)
130 homes - Noko Apartments - Minneapolis, MN
January 26, 202246,619 3,343  43,276 1,915 42,754 1,950  
215 homes - Lyra Apartments - Centennial, CO
September 30, 202295,000 95,000   6,473 86,149 2,378  
Total Acquisitions$211,874 $104,093 $22,882 $84,899 $13,812 $192,229 $7,050 $(1,217)
(1)Excludes transaction costs.
(2)Fair value of operating partnership units issued on acquisition.
(3)Assumption of seller’s debt upon closing for Martin Blu, Zest, and Elements. Mezzanine and construction loans, financed by Centerspace, exchanged as partial consideration for the acquisition of Noko Apartments.
(4)Intangible assets consist of in-place leases valued at the time of acquisition. During the nine months ended September 30, 2023 and 2022, Centerspace recognized $941,000 and $11.1 million, respectively, of amortization expense related to intangibles, included within depreciation and amortization in the Condensed Consolidated Statement of Operations.
(5)Debt discount on assumed mortgage.
DISPOSITIONS
During the three months ended September 30, 2023, Centerspace disposed of four apartment communities and associated commercial space, in one transaction for an aggregate sales price of $82.5 million. Centerspace did not dispose of any real estate during the three months ended September 30, 2022. During the nine months ended September 30, 2023, Centerspace disposed of 13 apartment communities and associated commercial space, in five transactions for an aggregate sales price of $226.8 million. Centerspace did not dispose of any real estate during the nine months ended September 30, 2022. The dispositions for the nine months ended September 30, 2023 are detailed below.
Nine Months Ended September 30, 2023
(in thousands)
DispositionsDate
Disposed
Sale Price
Net Book Value and Transaction Cost
Gain/(Loss)
115 homes - Boulder Court - Eagan, MN
March 8, 2023$14,605 $4,970 $9,635 
498 homes - 2 Nebraska apartment communities
March 14, 2023$48,500 $14,975 $33,525 
892 homes - 5 Minnesota apartment communities
March 15, 2023$74,500 $55,053 $19,447 
62 homes - Portage - Minneapolis, MN
March 15, 2023$6,650 $9,098 $(2,448)
712 homes - 4 North Dakota apartment communities
September 14, 2023$82,500 $71,218 $11,282 
Total Dispositions$226,755 $155,314 $71,441 
20

NOTE 9 • SEGMENTS 
Centerspace operates in a single reportable segment which includes the ownership, management, development, redevelopment, and acquisition of apartment communities. Each of the operating properties is considered a separate operating segment because each property earns revenues, incurs expenses, and has discrete financial information. The chief operating decision-makers evaluate each property’s operating results to make decisions about resources to be allocated and to assess performance and do not group the properties based on geography, size, or type for this purpose. The apartment communities have similar long-term economic characteristics and provide similar products and services to residents. No apartment community comprises more than 10% of consolidated revenues, profits, or assets. Accordingly, the apartment communities are aggregated into a single reportable segment. “All other” includes non-multifamily components of mixed-use properties and apartment communities the Company has disposed or designated as held for sale. During the nine months ended September 30, 2023, 13 sold apartment communities were reclassified from the multifamily segment to all other for all periods presented.
The members of the executive management team are the chief operating decision-makers. This team measures the performance of the reportable segment based on net operating income (“NOI”), a non-GAAP measure, which the Company defines as total real estate revenues less property operating expenses, including real estate taxes. Centerspace believes that NOI is an important supplemental measure of operating performance for real estate because it provides a measure of operations that excludes gain (loss) on the same of real estate and other assets, depreciation, amortization, financing, property management overhead, casualty losses, and general and administrative expense. NOI does not represent cash generated by operating activities in accordance with GAAP and should not be considered an alternative to net income (loss), net income (loss) available for common shareholders, or cash flow from operating activities as a measure of financial performance.
The following tables present NOI for the three and nine months ended September 30, 2023 and 2022, respectively, along with reconciliations to net income in the Condensed Consolidated Financial Statements. Segment assets are also reconciled to total assets as reported in the Condensed Consolidated Financial Statements.
 (in thousands)
Three Months Ended September 30, 2023MultifamilyAll OtherTotal
Revenue$61,505 $3,063 $64,568 
Property operating expenses, including real estate taxes25,375 1,370 26,745 
Net operating income $36,130 $1,693 $37,823 
Property management (2,197)
Casualty loss
(937)
Depreciation and amortization(24,697)
General and administrative expenses(3,832)
Gain on sale of real estate and other investments
11,235 
Interest expense(8,556)
Interest and other income330 
Net income
$9,169 
 (in thousands)
Three Months Ended September 30, 2022MultifamilyAll OtherTotal
Revenue$57,057 $8,381 $65,438 
Property operating expenses, including real estate taxes23,339 3,990 27,329 
Net operating income$33,718 $4,391 $38,109 
Property management (2,563)
Casualty loss
(276)
Depreciation and amortization(23,720)
General and administrative expenses(4,519)
Interest expense(7,871)
Interest and other income
70 
Net loss
$(770)
21

(in thousands)
Nine Months Ended September 30, 2023MultifamilyAll OtherTotal
Revenue$182,893 $14,348 $197,241 
Property operating expenses, including real estate taxes73,917 6,797 80,714 
Net operating income$108,976 $7,551 $116,527 
Property management(7,012)
Casualty loss
(1,242)
Depreciation and amortization(75,061)
General and administrative expenses(15,717)
Gain on sale of real estate and other investments
71,327 
Loss on litigation settlement
(2,864)
Interest expense(27,516)
Interest and other income674 
Net income
$59,116 
(in thousands)
Nine Months Ended September 30, 2022MultifamilyAll OtherTotal
Revenue$164,823 $24,045 $188,868 
Property operating expenses, including real estate taxes67,747 11,671 79,418 
Net operating income$97,076 $12,374 $109,450 
Property management(7,537)
Casualty loss
(1,256)
Depreciation and amortization(79,489)
General and administrative expenses(14,240)
Gain on sale of real estate and other investments
27 
Interest expense(23,147)
Interest and other income1,116 
Net loss
$(15,076)
Segment Assets and Accumulated Depreciation
Segment assets are summarized as follows as of September 30, 2023, and December 31, 2022, respectively, along with reconciliations to the Condensed Consolidated Financial Statements:
 (in thousands)
As of September 30, 2023MultifamilyAll OtherTotal
Segment assets   
Property owned$2,308,818 $17,590 $2,326,408 
Less accumulated depreciation(512,688)(3,985)(516,673)
Total property owned$1,796,130 $13,605 $1,809,735 
Cash and cash equivalents29,701 
Restricted cash22,496 
Other assets16,349 
Total Assets$1,878,281 
 (in thousands)
As of December 31, 2022MultifamilyAll OtherTotal
Segment assets   
Property owned$2,274,202 $259,922 $2,534,124 
Less accumulated depreciation(443,828)(91,573)(535,401)
Total property owned$1,830,374 $168,349 $1,998,723 
Cash and cash equivalents10,458 
Restricted cash1,433 
Other assets22,687 
Total Assets$2,033,301 
22

NOTE 10 • COMMITMENTS AND CONTINGENCIES
Litigation.  Centerspace was the named defendant in a lawsuit where the owner of a neighboring property claims a retaining wall at one of its properties is causing water damage to the neighboring property. The claim was for damage to the property and monetary losses. The Company recorded a loss on litigation settlement of $2.9 million due to a trial judgment against Centerspace for property damage and monetary losses. Subsequent to September 30, 2023, the judgement was ordered and the Company paid the settlement of $2.9 million. The Company cannot, with any level of certainty, predict or estimate if there will be additional costs incurred as a result of the lawsuit. Centerspace is involved in various lawsuits arising in the normal course of business and believes that such matters will not have a material adverse effect on the condensed consolidated financial statements.
Environmental Matters.  Under various federal, state, and local laws, ordinances, and regulations, a current or previous owner or operator of real estate may be liable for the costs of removal of, or remediation of, certain hazardous or toxic substances in, on, around, or under the property. While the Company currently has no knowledge of any material violation of environmental laws, ordinances, or regulations at any of the properties, there can be no assurance that areas of contamination will not be identified at any of its properties or that changes in environmental laws, regulations, or cleanup requirements would not result in material costs.
Restrictions on Taxable Dispositions.  Twenty-eight properties, consisting of 4,935 apartment homes, are subject to restrictions on taxable dispositions under agreements entered into with certain of the sellers or contributors of the properties and are effective for varying periods. Centerspace does not believe that the agreements materially affect the conduct of its business or its decisions whether to dispose of restricted properties during the restriction period because it generally holds these and other properties for investment purposes rather than for sale. In addition, where the Company deems it to be in the shareholders’ best interests to dispose of such properties, it generally seeks to structure sales of such properties as tax-deferred transactions under Section 1031 of the Internal Revenue Code. Otherwise, the Company may be required to provide tax indemnification payments to the parties to these agreements.
Unfunded Commitments. Centerspace has unfunded commitments of $1.2 million in two real estate technology venture funds. Refer to Note 7 - Fair Value Measurements for additional information regarding these investments.
NOTE 11 • SHARE-BASED COMPENSATION
Share-based awards are provided to officers, non-officer employees, and trustees under the 2015 Incentive Plan approved by shareholders on September 15, 2015, as amended and restated on May 18, 2021 (the “2015 Incentive Plan”) which allows for awards in the form of cash, unrestricted and restricted common shares, stock options, stock appreciation rights, and RSUs up to an aggregate of 775,000 shares over the ten-year period in which the plan is in effect. Under the 2015 Incentive Plan, officers and non-officer employees may earn share awards under a long-term incentive plan (“LTIP”), which is a forward-looking program that measures long-term performance over the stated performance period. These awards are payable to the extent deemed earned in shares. The terms of the long-term incentive awards granted under the revised program may vary from year to year. Through September 30, 2023, awards under the 2015 Incentive Plan consisted of restricted and unrestricted common shares, RSUs, and stock options. We account for forfeitures of restricted and unrestricted common shares, RSUs, and stock options when they occur instead of estimating the forfeitures.
2023 LTIP Awards
Awards granted to employees on January 1, 2023, consisted of an aggregate of 14,256 time-based RSU awards, 20,497 performance RSUs based on total shareholder return (“TSR”), and 45,955 stock options. The time-based awards vest as to one-third of the shares on each of January 1, 2024, January 1, 2025, and January 1, 2026. The stock options vest as to 25% on each of January 1, 2024, January 1, 2025, January 1, 2026, and January 1, 2027. The fair value of stock options was $11.086 per share and was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:
2023
Exercise price$58.67 
Risk-free rate3.97 %
Expected term6.25 years
Expected volatility28.7 %
Dividend yield4.977 %
23

The performance RSUs are earned based on the Company’s TSR as compared to the FTSE Nareit Equity Index over a forward looking three-year period. The maximum number of performance RSUs eligible to be earned is 40,994 RSUs, which is 200% of the performance RSUs granted. Earned awards (if any) will fully vest as of the last day of the measurement period. These awards have market conditions in addition to service conditions that must be met for the awards to vest. Compensation expense is recognized ratably based on the grant date fair value, as determined using the Monte Carlo valuation model, regardless of whether the market conditions are achieved and the awards ultimately vest. Therefore, previously recorded compensation expense is not adjusted in the event that the market conditions are not achieved. The Company based the expected volatility on a weighted average of the historical volatility of the Company’s daily closing share price and a select peer average volatility, the risk-free interest rate on the interest rates on U.S. treasury bonds with a maturity equal to the remaining performance period of the award, and the expected term on the performance period of the award. The assumptions used to value the TSR performance RSUs were an expected volatility of 37.20%, a risk-free interest rate of 4.22%, and an expected life of 3 years. The share price at the grant date, January 1, 2023, was $58.67 per share.
On March 31, 2023, in connection with her appointment to President and Chief Executive Officer, Anne Olson received a one-time stock award of 5,492 RSUs, which will vest in full on March 31, 2026.
On March 31, 2023, in connection with the change in executive management, Bhairav Patel, CFO, received a one-time stock award of 2,746 RSUs. One-third of the RSUs will vest on March 31, 2025 and the remaining two-thirds will vest on March 31, 2026.
Awards granted to trustees on May 16, 2023 consist of 9,200 time-based RSUs, which vest on May 16, 2024. These awards are classified as equity awards.
Share-Based Compensation Expense
Share-based compensation expense recognized in the condensed consolidated financial statements for all outstanding share-based awards was $602,000 and $709,000 for the three months ended September 30, 2023 and 2022, respectively, and $2.7 million and $1.9 million for the nine months ended September 30, 2023 and 2022, respectively.
On March 31, 2023, the Company accelerated the vesting of all unvested time-based RSUs and stock options in connection with the Separation Agreement with Mr. Decker. This resulted in the acceleration of share-based compensation expense for those awards resulting in an additional $737,000 in expense during the nine months ended September 30, 2023. Any performance-based RSUs were prorated, in accordance with the award agreement, and will vest at the end of performance period based on actual performance. The remaining performance-based RSUs were forfeited. Mr. Decker exercised stock options, prior to their expiration on June 30, 2023, in a cashless exercise with a net 425 shares issued.
NOTE 12 • SUBSEQUENT EVENTS
On October 11, 2023, the Company acquired Lake Vista Apartment Homes in Loveland, Colorado, for an aggregate purchase price of $94.5 million, which was financed through the assumption of $52.7 million in mortgage debt and cash.
Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations
The following discussion and analysis should be read in conjunction with the unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (the “Report”), the audited financial statements for the year ended December 31, 2022, which are included in our Annual Report on Form 10-K filed with the SEC on February 21, 2023, and the risk factors in Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2022 and our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023.
This discussion and analysis, and other sections of this Report contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the expectations for future periods. Forward-looking statements do not discuss historical fact, but instead include statements related to expectations, projections, intentions or other items related to the future. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” “assumes,” “may,” “projects,” “outlook,” “future,” and variations of those words and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements to be materially different from the results of operations, financial condition, or plans expressed or implied by the forward-looking statements. Although we believe the expectations reflected in these forward-looking statements are based upon reasonable assumptions, we can give no assurance that our expectations will be achieved. Any statements contained herein that are not statements of historical fact should be deemed forward-looking statements. As a
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result, reliance should not be placed on these forward-looking statements, as these statements are subject to known and unknown risks, uncertainties, and other factors beyond our control and could differ materially from actual results and performance.
The following factors, among others, could cause our future results to differ materially from those expressed in the forward-looking statements:
inflation and price volatility in the global economy;
uncertain global macro-economic and political conditions;
deteriorating economic conditions, including rising unemployment rates, energy costs, and inflation, in the markets where we own apartment communities or in which we may invest in the future;
rental conditions in our markets, including occupancy levels and rental rates, potential inability to renew residents or obtain new residents upon expiration of existing leases, changes in tax and housing laws, include rent control laws, or other factors;
timely access to material and labor required to renovate and maintain apartment communities;
adverse changes in our markets, including future demand for apartment homes in those markets, barriers of entry into new markets, limitations on the ability to increase rental rates, inability to identify and consummate attractive acquisitions and dispositions on favorable terms, our ability to reinvest sales proceeds successfully, and inability to accommodate any significant decline in the market value of real estate serving as collateral for mortgage obligations;
pandemics or epidemics, including the COVID-19 pandemic, and any effects on our business, financial condition, and results of operation;
the impact of the Russian invasion of Ukraine, including sanctions imposed on Russia by the U.S. and other countries, on inflation, trade, and general economic conditions;
reliance on a single asset class (multifamily) and certain geographic areas (Midwest and Mountain West regions) of the U.S.;
inability to expand operations into new or existing markets successfully;
failure of new acquisitions to achieve anticipated results or be efficiently integrated;
inability to complete lease-up of projects on schedule and on budget;
inability to sell our non-core properties on terms that are acceptable;
failure to reinvest proceeds from sales of properties into tax-deferred exchanges, which could necessitate special dividend and/or tax protection payments;
inability to fund capital expenditures out of cash flow;
inability to pay, or need to reduce, dividends on common shares;
financing risks, including the potential inability to meet existing covenants in existing credit facilities or to obtain new debt or equity financing on favorable terms, or at all;
level and volatility of interest or capitalization rates or capital market conditions;
uninsured losses due to insurance deductibles, uninsured claims or casualties or losses in excess of applicable coverage;
loss contingencies and the availability and cost of casualty insurance for losses;
inability to continue to satisfy complex tax rules in order to maintain status as a REIT for federal income tax purposes, inability of the Operating Partnership to satisfy the rules to maintain its status as a partnership for federal income tax purposes, and the risk of changes in laws affecting REITs;
inability to attract and retain qualified personnel;
cyber liability or potential liability for breaches of privacy or information security systems;
recent developments in artificial intelligence, including software used to price rent in apartment communities;
inability to address catastrophic weather, natural events, and climate change;
inability to comply with laws and regulations, including those related to the environment, applicable to the business and any related investigations or litigation; and
other risks identified in this Report, in other SEC reports, or in other documents that we publicly disseminate.
New factors may also arise from time to time that could have an adverse effect on our business and results of operations. Except as otherwise required by law, we undertake no obligation to publicly update or revise these forward-looking statements to reflect events, circumstances, or changes in expectations after the date on which this Report is filed. Readers also should review the risks and uncertainties detailed from time to time in filings with the SEC, including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” contained in our Annual Report on Form 10-K for the year ended December 31, 2022 and contained in our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023.
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Executive Summary
We are a real estate investment trust, or REIT, that owns, manages, acquires, redevelops, and develops apartment communities. We primarily focus on investing in markets characterized by stable and growing economies, strong employment, and an attractive quality of life that we believe, in combination, lead to higher demand for apartment homes and retention of our residents. As of September 30, 2023, we owned interests in 71 apartment communities consisting of 12,785 apartment homes. Property owned, as presented in our Condensed Consolidated Balance Sheets at historical cost, was $2.3 billion at September 30, 2023, compared to $2.5 billion at December 31, 2022.
Renting apartment homes is our primary source of revenue, and our business objective is to provide great homes for our residents. We strive to maximize resident satisfaction and retention by investing in high-quality assets in desirable locations and creating vibrant apartment communities through resident-centered operations. We believe that delivering superior resident experiences will enhance resident satisfaction while also driving profitability for our business and shareholders. We have paid quarterly distributions continuously since our first distribution in 1971.
Overview of the Three Months Ended September 30, 2023
During the three months ended September 30, 2023, we sold four non-core apartment communities and associated commercial space for an aggregate sales price of $82.5 million and realized a gain on sale of $11.3 million. See Note 8 of the Notes to the Condensed Consolidated Financial Statements in the report for more details.
For the three months ended September 30, 2023, revenue decreased by $870,000 or 1.3% to $64.6 million, compared to $65.4 million for the three months ended September 30, 2022, due to decreased revenue from dispositions, offset by a 5.7% increase from same-store communities and an increase from non-same-store communities. 
Total expenses remained substantially flat at $58.4 million for the three months ended September 30, 2023 and 2022.
Net income was $0.41 per diluted share for the three months ended September 30, 2023, compared to net loss of $0.14 per diluted share for the same period of 2022.
Non-GAAP Core Funds from Operations (“Core FFO”) applicable to common shares and Units for the three months ended September 30, 2023 increased by $262,000 to $21.7 million compared to $21.5 million for the three months ended September 30, 2022. See the description of Core FFO on page 31 and the reconciliation of net income (loss) available to common shareholders to FFO and Core FFO on page 33. This increase was primarily due to increased NOI from same-store and non-same-store communities and expense savings in property management and general and administrative expenses, offset by increased interest expense and decreased NOI from dispositions. The drivers of these changes are discussed in more detail in the “Results of Operations” section below.
Results of Operations
GAAP and Non-GAAP Financial Measures
Net operating income (“NOI”) is a non-GAAP financial measure, which we define as total real estate revenues less property operating expenses, including real estate taxes and is reconciled to operating income below. We believe that NOI is an important supplemental measure of operating performance for real estate because it provides a measure of operations that excludes gain (loss) on the sale of real estate and other investments, depreciation, amortization, financing costs, property management expenses, casualty losses, and general and administrative expenses. NOI does not represent cash generated by operating activities in accordance with GAAP and should not be considered an alternative to net income (loss), net income (loss) available for common shareholders, or cash flow from operating activities as a measure of financial performance.
We have provided certain information on a same-store and non-same-store basis. Same-store apartment communities are owned or in service for substantially all of the periods being compared, and, in the case of newly-constructed properties, have achieved a target level of physical occupancy of 90%. On the first day of each calendar year, we determine the composition of our same-store pool for that year as well as adjust the previous year, which allows us to evaluate the performance of existing apartment communities and their contribution to net income. We believe that measuring performance on a same-store basis is useful to investors because it enables evaluation of how a fixed pool of communities are performing year-over-year. We use this measure to assess whether or not we have been successful in increasing NOI, raising average rental revenue, renewing the leases with existing residents, controlling operating costs, and making prudent capital improvements. The discussion below focuses on the main factors affecting real estate revenue and expenses from same-store apartment communities because changes from one year to another in real estate revenue and expenses from non-same-store apartment communities are generally due to the addition of those properties to the real estate portfolio, and accordingly provide less useful information for evaluating ongoing operational performance of the real estate portfolio.
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For the comparison of the nine months ended September 30, 2023 and 2022, five apartment communities were non-same-store. Sold communities are included in “Dispositions,” while “Other properties” includes non-multifamily properties and the non-multifamily components of mixed-use properties.
Reconciliation of Operating Income to Net Operating Income (non-GAAP)
The following table provides a reconciliation of operating income to NOI (non-GAAP), which is defined above.
 (in thousands, except percentages)
 Three Months Ended September 30,Nine Months Ended September 30,
20232022$ Change% Change20232022$ Change% Change
Operating income
$17,395 $7,031 $10,364 147.4 %$85,958 $6,955 $79,003 *
Adjustments:
Property management expenses2,197 2,563 (366)(14.3)%7,012 7,537 (525)(7.0)%
Casualty loss
937 276 661 239.5 %1,242 1,256 (14)(1.1)%
Depreciation and amortization24,697 23,720 977 4.1 %75,061 79,489 (4,428)(5.6)%
General and administrative expenses3,832 4,519 (687)(15.2)%15,717 14,240 1,477 10.4 %
Gain on sale of real estate and other investments
(11,235)— (11,235)*(71,327)(27)(71,300)*
Loss on litigation settlement— — — — 2,864 — 2,864 N/A
Net operating income$37,823 $38,109 $(286)(0.8)%$116,527 $109,450 $7,077 6.5 %
* Not a meaningful percentage.
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The following consolidated results of operations, including GAAP and non-GAAP metrics, cover the three and nine months ended September 30, 2023 and 2022.
 (in thousands, except percentages)
 Three Months Ended September 30,Nine Months Ended September 30,
 20232022$ Change% Change20232022$ Change% Change
Revenue
Same-store(1)
$57,949 $54,838 $3,111 5.7 %$172,071 $158,886 $13,185 8.3 %
Non-same-store(1)
3,556 2,219 1,337 60.3 %10,822 5,937 4,885 82.3 %
Other properties(1)
676 685 (9)(1.3)%2,014 1,885 129 6.8 %
Dispositions(1)
2,387 7,696 (5,309)(69.0)%12,334 22,160 (9,826)(44.3)%
Total64,568 65,438 (870)(1.3)%197,241 188,868 8,373 4.4 %
Property operating expenses, including real estate taxes
Same-store(1)
23,906 22,533 1,373 6.1 %69,791 65,461 4,330 6.6 %
Non-same-store(1)
1,469 806 663 82.3 %4,126 2,286 1,840 80.5 %
Other properties(1)
270 267 1.1 %546 691 (145)(21.0)%
Dispositions(1)
1,100 3,723 (2,623)(70.5)%6,251 10,980 (4,729)(43.1)%
Total26,745 27,329 (584)(2.1)%80,714 79,418 1,296 1.6 %
Net operating income(1)
Same-store(1)
34,043 32,305 1,738 5.4 %102,280 93,425 8,855 9.5 %
Non-same-store(1)
2,087 1,413 674 47.7 %6,696 3,651 3,045 83.4 %
Other properties(1)
406 418 (12)(2.9)%1,468 1,194 274 22.9 %
Dispositions(1)
1,287 3,973 (2,686)(67.6)%6,083 11,180 (5,097)(45.6)%
Total$37,823 $38,109 $(286)(0.8)%$116,527 $109,450 $7,077 6.5 %
Property management expenses(2,197)(2,563)(366)(14.3)%(7,012)(7,537)(525)(7.0)%
Casualty loss
(937)(276)661 239.5 %(1,242)(1,256)(14)(1.1)%
Depreciation and amortization(24,697)(23,720)977 4.1 %(75,061)(79,489)(4,428)(5.6)%
General and administrative expenses(3,832)(4,519)(687)(15.2)%(15,717)(14,240)1,477 10.4 %
Gain on sale of real estate and other investments
11,235 — 11,235 N/A71,327 27 71,300 *
Loss on litigation settlement— — — — (2,864)— (2,864)N/A
Interest expense(8,556)(7,871)685 8.7 %(27,516)(23,147)4,369 18.9 %
Interest and other income
330 70 260 *674 1,116 (442)(39.6)%
NET INCOME (LOSS)
$9,169 $(770)$9,939 *$59,116 $(15,076)$74,192 *
Dividends to Series D preferred unitholders(160)(160)— — (480)(480)— — 
Net (income) loss attributable to noncontrolling interests – Operating Partnership and Series E preferred units
(1,204)439 (1,643)*(9,058)3,546 (12,604)*
Net income attributable to noncontrolling interests – consolidated real estate entities
(31)(32)(3.1)%(96)(93)(3)3.2 %
Net income (loss) attributable to controlling interests
7,774 (523)8,297 *49,482 (12,103)61,585 *
Dividends to preferred shareholders(1,607)(1,607)— — (4,821)(4,821)— — 
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS
$6,167 $(2,130)$8,297 *$44,661 $(16,924)$61,585 *
(1)This is a Non-GAAP financial measure which is a component of NOI (non-GAAP), as defined above. Refer to the reconciliation of Operating Income (Loss) to Net Operating Income above. Non-GAAP financial measures should not be considered an alternative to net income (loss), net income (loss) available for common shareholders, or cash flow from operating activities as a measure of financial performance.
* Not a meaningful percentage.
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Three Months Ended September 30,Nine Months Ended September 30,
Weighted Average Occupancy(1)
2023202220232022
Same-store94.7 %94.5 %94.9 %94.5 %
Non-same-store93.5 %94.5 %94.9 %92.8 %
Total94.6 %94.5 %94.9 %94.5 %
(1)Weighted average occupancy is defined as the percentage resulting from dividing actual rental revenue by scheduled rental revenue. Scheduled rental revenue represents the value of all apartment homes, with occupied homes valued at contractual rental rates pursuant to leases and vacant apartment homes valued at estimated market rents. When calculating actual rents for occupied apartment homes and market rents for vacant homes, delinquencies and concessions are not taken into account. Market rates are determined using the currently offered effective rates on new leases at the community and are used as the starting point in determination of the market rates of vacant apartment homes. Centerspace believes that weighted average occupancy is a meaningful measure of occupancy because it considers the value of each vacant unit at its estimated market rate. Weighted average occupancy may not completely reflect short-term trends in physical occupancy, and the calculation of weighted average occupancy may not be comparable to that disclosed by other REITs.
Number of Apartment HomesSeptember 30, 2023September 30, 2022
Same-store12,173 12,173 
Non-same-store612 612 
Total12,785 12,785 
Same-store analysis.  Revenue from same-store communities increased 5.7% or $3.1 million in the three months ended September 30, 2023, compared to the same period in the prior year. The increase was attributable to 5.5% growth in average monthly revenue per occupied home for the three months ended September 30, 2023 and an increase of 0.2% in occupancy as weighted average occupancy increased from 94.5% in the three months ended September 30, 2022 to 94.7% for the three months ended September 30, 2023. Property operating expenses, including real estate taxes, at same-store communities increased by 6.1% or $1.4 million in the three months ended September 30, 2023, compared to the same period in the prior year. At same-store communities, controllable expenses (which exclude insurance and real estate taxes) increased by $501,000, primarily due to compensation costs and offset by decreases in repairs and maintenance and utilities. Non-controllable expenses at same-store communities increased by $872,000, due to real estate taxes and higher insurance premiums and claims. Same-store NOI increased by $1.7 million to $34.0 million for the three months ended September 30, 2023 compared to $32.3 million in the same period of the prior year.
Revenue from same-store communities increased 8.3% or $13.2 million in the nine months ended September 30, 2023, compared to the same period in the prior year. The increase was attributable to 7.9% growth in average monthly revenue per occupied home for the nine months ended September 30, 2023 and an increase of 0.4% in occupancy as weighted average occupancy increased from 94.5% in the nine months ended September 30, 2022 to 94.9% for the nine months ended September 30, 2023. Property operating expenses, including real estate taxes, at same-store communities increased by 6.6% or $4.3 million in the nine months ended September 30, 2023, compared to the same period in the prior year. At same-store communities, controllable expenses (which exclude insurance and real estate taxes) increased by $1.9 million, primarily due to compensation costs. Non-controllable expenses at same-store communities increased by $2.4 million, primarily due to real estate taxes and higher insurance premiums and claims. Same-store NOI increased by $8.9 million to $102.3 million for the nine months ended September 30, 2023 compared to $93.4 million in the same period of the prior year.
Non-same-store analysis. Revenue from non-same-store communities increased by $1.3 million in the three months ended September 30, 2023, compared to the same period in the prior year. Property operating expenses, including real estate taxes at non-same-store communities increased by $663,000. NOI at non-same-store communities increased by $674,000 to $2.1 million for the three months ended September 30, 2023 compared to $1.4 million in the same period of the prior year. The increase in revenue, property operating expenses, and NOI from non-same-store communities is primarily due to the addition of an apartment community at the end of the third quarter of the prior year.
Revenue from non-same-store communities increased by $4.9 million in the nine months ended September 30, 2023, compared to the same period in the prior year. Property operating expenses, including real estate taxes at non-same-store communities increased by $1.8 million. NOI at non-same-store communities increased by $3.0 million to $6.7 million for the nine months ended September 30, 2023 compared to $3.7 million in the same period of the prior year. The increase in revenue, property operating expenses, and NOI from non-same-store communities is primarily due to the addition of four apartment communities in the first quarter of the prior year and one apartment community at the end of the third quarter of the prior year.
Other properties and dispositions analysis. Revenue from other properties decreased by $9,000 while revenue from dispositions decreased by $5.3 million in the three months ended September 30, 2023, compared to the same period in the prior year. Property operating expenses, including real estate taxes at other properties increased by $3,000 while they decreased by $2.6 million for dispositions, compared to the same period in the prior year. NOI at other properties decreased by $12,000 and NOI
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on dispositions decreased $2.7 million, compared to the same period in the prior year. We disposed of nine apartment communities in the first quarter of 2023 and an additional four apartment communities and associated commercial space in the third quarter of 2023.
Revenue from other properties increased by $129,000 while revenue from dispositions decreased by $9.8 million in the nine months ended September 30, 2023, compared to the same period in the prior year. Property operating expenses, including real estate taxes at other properties decreased by $145,000 and $4.7 million for dispositions, compared to the same period in the prior year. NOI at other properties increased by $274,000 while NOI on dispositions decreased $5.1 million, compared to the same period in the prior year. We disposed of nine apartment communities in the first quarter of 2023 and an additional four apartment communities and associated commercial space in the third quarter of 2023.
Property management expenses. Property management expense, consisting of property management overhead and property management fees paid to third parties decreased by 14.3% to $2.2 million in the three months ended September 30, 2023, compared to $2.6 million in the same period of the prior year. The decrease is primarily due to decreased costs for technology initiatives and compensation costs combined with fewer properties due to dispositions.
Property management expense, consisting of property management overhead and property management fees paid to third parties decreased by 7.0% to $7.0 million in the nine months ended September 30, 2023, compared to $7.5 million in the same period of the prior year. The decrease is primarily due to decreased contract labor and technology initiatives, offset by increased compensation.
Casualty loss. Casualty loss increased to $937,000 in the three months ended September 30, 2023, compared to $276,000 in the same period of the prior year. The increase is primarily due to extensive damage to a pool at one apartment community. See Note 2 of the Notes to the Condensed Consolidated Financial Statements in the report for more details.
Casualty loss decreased to $1.2 million in the nine months ended September 30, 2023, compared to $1.3 million in the same period of the prior year. The decrease is due to larger casualty loss activity in the prior year.
Depreciation and amortization. Depreciation and amortization increased by 4.1% to $24.7 million in the three months ended September 30, 2023, compared to $23.7 million in the same period of the prior year, primarily attributable to an increase in depreciation on same-store and non-same-store apartment communities driven by the addition of an apartment community at the end of the third quarter of the prior year and value add and acquisition capital projects; offset by a decrease in depreciation from sold properties.
Depreciation and amortization decreased by 5.6% to $75.1 million in the nine months ended September 30, 2023, compared to $79.5 million in the same period of the prior year, primarily attributable to a decrease in amortization of in-place leases from the prior year and a decrease in depreciation from sold properties, offset by an increase in depreciation on same-store and non-same-store apartment communities driven by the addition of four apartment communities in the first quarter of the prior year and one apartment community at the end of the third quarter of the prior year along with value add and acquisition capital projects.
General and administrative expenses.  General and administrative expenses decreased by 15.2% to $3.8 million in the three months ended September 30, 2023, compared to $4.5 million in the same period of the prior year, primarily attributable to technology implementation costs from the prior year that did not occur in the current year and a decrease in compensation costs and legal fees.
General and administrative expenses increased by 10.4% to $15.7 million in the nine months ended September 30, 2023, compared to $14.2 million in the same period of the prior year, primarily attributable to $3.2 million in executive severance and transition costs related to the CEO departure and $371,000 in legal fees related to the loss on litigation settlement, offset by $1.1 million in abandoned pursuit costs and $784,000 in technology implementation costs from the prior year that did not occur in the current year.
Gain on sale of real estate and other investments. Gain on sale of real estate and other investments increased to a gain of $11.2 million in the three months ended September 30, 2023, compared to no gain in the same period of the prior year. The increase was primarily due to the sale of four apartment communities and associated commercial space in the current quarter that did not occur in the prior quarter. Refer to Note 8 in the Notes to the Condensed Consolidated Financial Statements.
Gain on sale of real estate and other investments increased to $71.3 million in the nine months ended September 30, 2023, compared to $27,000 in the same period of the prior year, primarily due to the sale of 13 apartment communities and associated commercial space in the current year that did not occur in the prior year. Refer to Note 8 in the Notes to the Condensed Consolidated Financial Statements.
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Loss on Litigation Settlement. Loss on litigation settlement was $2.9 million for the nine months ended September 30, 2023 due to a trial judgment against Centerspace for property damage and monetary losses to a neighboring property. Refer to Note 2 in the Notes to the Condensed Consolidated Financial Statements.
Interest expense.  Interest expense increased by 8.7% to $8.6 million in the three months ended September 30, 2023, compared to $7.9 million in the same period of the prior year, primarily due to higher interest rates.
Interest expense increased by 18.9% to $27.5 million in the nine months ended September 30, 2023, compared to $23.1 million in the same period of the prior year, primarily due to higher interest rates.
Interest and other income. Interest and other income increased to income of $330,000 in the three months ended September 30, 2023, compared to $70,000 in the same period of the prior year. The increase was primarily due to interest income on escrow funds and other cash balances and a gain on investments in the current quarter compared to a loss on investments in the same period of the prior year.
Interest and other income decreased to income of $674,000 in the nine months ended September 30, 2023, compared to $1.1 million in the same period of the prior year. The decrease was primarily due to interest income on mortgages receivable that were outstanding in the prior year and a prior year gain on the mark to market adjustment for an interest rate swap contract, offset by interest income on escrow funds and other cash balances and a gain on investments in the current year.
Net income (loss) available to common shareholders. Net income available to common shareholders increased $8.3 million to a net income of $6.2 million for the three months ended September 30, 2023, compared to a net loss of $2.1 million in the three months ended September 30, 2022.
Net income (loss) available to common shareholders increased $61.6 million to income of $44.7 million for the nine months ended September 30, 2023, compared to a net loss of $16.9 million in the nine months ended September 30, 2022.
Funds from Operations and Core Funds from Operations.
We believe that Funds from Operations (“FFO”), which is a non-GAAP financial measure used as a standard supplemental measure for equity real estate investment trusts, is helpful to investors in understanding operating performance, primarily because its calculation does not assume the value of real estate assets diminishes predictably over time, as implied by the historical cost convention of GAAP and the recording of depreciation and amortization.
We use the definition of FFO adopted by the National Association of Real Estate Investment Trusts, Inc. (“Nareit”). Nareit defines FFO as net income or loss calculated in accordance with GAAP, excluding:
depreciation and amortization related to real estate;
gains and losses from the sale of certain real estate assets;
impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity; and
similar adjustments for partially owned consolidated real estate entities.
The exclusion in Nareit’s definition of FFO of gains and losses from the sale of real estate assets and impairment write-downs helps to identify the operating results of the long-term assets that form the base of investments, and assists management and investors in comparing those operating results between periods.
Due to limitations of the Nareit FFO definition, we have made certain interpretations in applying this definition. We believe that all such interpretations not specifically provided for in the Nareit definition are consistent with this definition. Nareit’s FFO White Paper 2018 Restatement clarified that impairment write-downs of land related to a REIT’s main business are excluded from FFO and a REIT has the option to exclude impairment write-downs of assets that are incidental to the main business.
While FFO is widely used by us as a primary performance metric, not all real estate companies use the same definition of FFO or calculate FFO the same way. Accordingly, FFO presented here is not necessarily comparable to FFO presented by other real estate companies. FFO should not be considered as an alternative to net income or any other GAAP measurement of performance, but rather should be considered as an additional, supplemental measure. FFO also does not represent cash generated from operating activities in accordance with GAAP, nor is it indicative of funds available to fund all of the our needs, including our ability to service indebtedness or make distributions to shareholders.
Core Funds from Operations (“Core FFO”), a non-GAAP measure, is FFO adjusted for non-routine items or items not considered core to business operations. By further adjusting for items that are not considered part of core business operations,
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we believe that Core FFO provides investors with additional information to compare core operating and financial performance between periods. Core FFO should not be considered as an alternative to net income or as any other GAAP measurement of performance, but rather should be considered an additional supplemental measure. Core FFO also does not represent cash generated from operating activities in accordance with GAAP, nor is it indicative of funds available to fund all cash needs, including the ability to service indebtedness or make distributions to shareholders. Core FFO is a non-GAAP and non-standardized financial measure that may be calculated differently by other REITs and that should not be considered a substitute for operating results determined in accordance with GAAP.
Net income available to common shareholders for the three months ended September 30, 2023, increased to a net income of $6.2 million compared to a net loss of $2.1 million for the same period of the prior year. FFO applicable to common shares and Units for the three months ended September 30, 2023, decreased to $20.8 million compared to $21.0 million for the comparable period of the prior year, a decrease of 1.3%. This decrease was primarily due to decreased NOI from dispositions, increased casualty loss and interest expense, offset by increased NOI from same-store communities and non-same-store communities, and decreases in property management and general and administrative expenses.
Net income (loss) available to common shareholders for the nine months ended September 30, 2023, increased to net income of $44.7 million compared to a net loss of $16.9 million for the same period of the prior year. FFO applicable to common shares and Units for the nine months ended September 30, 2023, decreased to $57.2 million compared to $58.7 million for the comparable period of the prior year, a decrease of 2.5%. This decrease was primarily due to $3.2 million in severance and transition expenses related to the departure of Mark Decker, former CEO, increased interest expense, loss on litigation settlement, decreased NOI from dispositions, less interest and other income including a mark to market gain on an interest rate swap from the prior year, offset by increased NOI from same-store communities and non-same-store communities and $1.1 million in pursuit costs from the prior year that did not occur in the nine months ended September 30, 2023.
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Reconciliation of Net Income (Loss) Available to Common Shareholders to Funds from Operations and Core Funds from Operations
 (in thousands, except per share and unit amounts)
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Net income (loss) available to common shareholders
$6,167 $(2,130)$44,661 $(16,924)
Adjustments:    
Noncontrolling interests – Operating Partnership and Series E preferred units1,204 (439)9,058 (3,546)
Depreciation and amortization24,697 23,720 75,061 79,489 
Less depreciation – non real estate(56)(94)(236)(296)
Less depreciation – partially owned entities(20)(18)(58)(46)
Gain on sale of real estate and other assets
(11,235)— (71,323)(27)
FFO applicable to common shares and Units$20,757 $21,039 $57,163 $58,650 
Adjustments to Core FFO:
Non-cash casualty loss
854 46 815 234 
Loss on extinguishment of debt— — — 
Technology implementation costs(1)
— 234 — 784 
Interest rate swap termination, amortization, and mark-to-market324 204 621 (204)
Amortization of assumed debt(116)(116)(348)(347)
Pursuit costs— 38 1,165 
Severance and transition related costs— — 3,180 — 
Loss on litigation settlement and one-time trial costs(2)
34 — 3,235 — 
Other miscellaneous items(3)
(129)17 (102)113 
Core FFO applicable to common shares and Units$21,724 $21,462 $64,569 $60,400 
FFO applicable to common shares and Units$20,757 $21,039 $57,163 $58,650 
Dividends to preferred unitholders160 160 480 480 
FFO applicable to common shares and Units - diluted$20,917 $21,199 $57,643 $59,130 
Core FFO applicable to common shares and Units$21,724 $21,462 $64,569 $60,400 
Dividends to preferred unitholders160 160 480 480 
Core FFO applicable to common shares and Units - diluted$21,884 $21,622 $65,049 $60,880 
Per Share Data
Net income (loss) per common share - diluted$0.41 $(0.14)$2.96 $(1.11)
FFO per share and Unit - diluted$1.15 $1.13 $3.15 $3.16 
Core FFO per share and Unit - diluted$1.20 $1.15 $3.56 $3.25 
Weighted average shares - basic14,989 15,373 14,988 15,280 
Effect of redeemable operating partnership Units908 984 943 980 
Effect of Series D preferred units228 228 228 228 
Effect of Series E preferred units2,093 2,186 2,105 2,186 
Effect of dilutive restricted stock units and stock options28 30 23 48 
Weighted average shares and Units - diluted18,246 18,801 18,287 18,722 
(1)Costs are related to a two-year implementation.
(2)Consists of a $2.9 million loss on litigation settlement for a trial judgment entered against the Company and $371,000 in one-time trial costs related to the litigation matter during the nine months ended September 30, 2023.
(3)Consists of (gain) loss on investments.
Acquisitions and Dispositions
During the nine months ended September 30, 2023, we disposed of 13 apartment communities and associated commercial space in five transactions located in Minnesota, Nebraska, and North Dakota for an aggregate sales price of $226.8 million. We had no acquisitions during the nine months ended September 30, 2023.
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Distributions Declared
Distributions of $0.73 per common share and Unit were declared during the three months ended September 30, 2023 and 2022 and $2.19 per common share and Unit during the nine months ended September 30, 2023 and 2022. Distributions of $0.4140625 per Series C preferred share were declared during the three months ended September 30, 2023 and 2022 and $1.2421875 per Series C shares for the nine months ended September 30, 2023 and 2022. Distributions of $0.9655 per Series D preferred unit were declared during the three months ended September 30, 2023 and 2022 and $2.8965 per Series D preferred unit for the nine months ended September 30, 2023 and 2022. Distributions of $0.96875 per Series E preferred unit were declared during the three months ended September 30, 2023 and 2022 and 2.90625 per Series E preferred unit for the nine months ended September 30, 2023 and 2022.
Liquidity and Capital Resources
Overview
We strive to maintain a strong balance sheet and preserve financial flexibility, which we believe should enhance our ability to capitalize on appropriate investment opportunities as they may arise. We intend to continue to focus on core fundamentals, which include generating positive cash flows from operations, maintaining appropriate debt levels and leverage ratios, and controlling overhead costs.
Our primary sources of liquidity are cash and cash equivalents on hand and cash flows generated from operations. Other sources include availability under the unsecured lines of credit, proceeds from property dispositions, including restricted cash related to net tax deferred proceeds, offerings of preferred and common shares under the shelf registration statement, including offerings of common shares under a 2021 at-the-market offering (“2021 ATM Program”), and long-term unsecured debt and secured mortgages.
Our primary liquidity demands are normally-recurring operating and overhead expenses, debt service and repayments, capital improvements to communities, distributions to the holders of preferred shares, common shares, Series D and Series E preferred units, and Units, value-add redevelopment, common and preferred share buybacks and Unit redemptions, and acquisitions of additional communities.
Although we believe that our financial condition and liquidity are sufficient to meet our reasonably anticipated liquidity demands, factors that could impact our future liquidity include, but are not limited to, volatility in capital and credit markets, interest rate increases, the ability to access capital and credit markets, the minimum REIT dividend requirements, and our ability to complete asset purchases, sales, or developments.
As of September 30, 2023, we had total liquidity of approximately $285.7 million, which included $256.0 million available on the lines of credit and $29.7 million of cash and cash equivalents. As of December 31, 2022, we had total liquidity of approximately $153.0 million, which included $142.5 million on the lines of credit and $10.5 million of cash and cash equivalents.
Debt
As of September 30, 2023, we had a multibank, revolving line of credit with total commitments and borrowing capacity of $250.0 million, based on the value of unencumbered properties. As of September 30, 2023, there was no outstanding balance on this line of credit, therefore the additional borrowing availability was $250.0 million. At December 31, 2022, the line of credit borrowing capacity was $250.0 million based on the value of unencumbered properties, of which $113.5 million was drawn on the line. This credit facility matures in September 2025 and has an accordion option to increase borrowing capacity up to $400.0 million.
On May 31, 2023, this unsecured credit facility was further amended to replace the London Interbank Offered Rate (“LIBOR”) with the Secured Overnight Financing Rate (“SOFR”) as the benchmark alternative reference rate under the credit facility. Loans under the credit facility outstanding as of the effective date of the Amendment that accrue interest at a rate determined by reference to LIBOR will continue to accrue interest at a rate determined by reference to LIBOR for the interest period applicable to such loans. The line of credit has an interest rate equal to daily SOFR plus a margin of 135 basis points and a spread adjustment of 10 basis points. The interest rates on the line of credit are based, at the Company’s option, on either the lender’s base rate plus a margin, ranging from 25-80 basis points, or daily or term SOFR, plus a margin that ranges from 125-180 basis points based on the consolidated leverage ratio, as defined under the First Amendment to Third Amended and Restated Credit Agreement. Prior to the amendment, interest rates on the line of credit is based, at the Company’s option, on either the lender’s base rate plus a margin, ranging from 25-80 basis points, or LIBOR, plus a margin that ranges from 125-180 basis points based on the consolidated leverage ratio, as defined under the Third Amended and Restated Credit Agreement.
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We also have a $6.0 million operating line of credit. As of September 30, 2023, there was no outstanding balance on this line of credit. This operating line of credit is designed to enhance treasury management activities and more effectively manage cash balances. This operating line matures on September 30, 2024, with pricing based on SOFR.
Centerspace has a private shelf agreement with PGIM, Inc., an affiliate of Prudential Financial, Inc., and certain affiliates of PGIM, Inc. (collectively, “PGIM”) with an aggregate amount of $225.0 million of unsecured senior promissory notes (“unsecured senior notes”) available for issuance. The Company also has a separate note purchase agreement for the issuance of $125.0 million senior unsecured promissory notes, of which $25.0 million was issued under the private shelf agreement with PGIM. Under the private shelf agreement with PGIM, the Company has issued $200.0 million unsecured senior notes with $25.0 million remaining available as of September 30, 2023. The following table shows the notes issued under both private shelf agreements.
(in thousands)
AmountMaturity DateInterest Rate
Series A$75,000 September 13, 20293.84 %
Series B$50,000 September 30, 20283.69 %
Series C$50,000 June 6, 20302.70 %
Series 2021-A$35,000 September 17, 20302.50 %
Series 2021-B$50,000 September 17, 20312.62 %
Series 2021-C$25,000 September 17, 20322.68 %
Series 2021-D$15,000 September 17, 20342.78 %
In November 2022, the Company entered into a $100.0 million term loan agreement (“Term Loan”) with PNC Bank, National Association as administrative agent. The interest rate on the Term Loan was based on SOFR, plus a margin that ranged from 120 to 175 basis points based on the consolidated leverage ratio. The Term Loan had a 364-day term with an option for an additional 364-day term. As of September 30, 2023, the term loan was paid in full. As of December 31, 2022, the term loan had a balance of $100.0 million.
We have a $198.9 million Fannie Mae Credit Facility Agreement (the “FMCF”). The FMCF is currently secured by mortgages on 12 apartment communities. The notes are interest-only, have varying maturity dates of 7, 10, and 12 years, and a blended, weighted average interest rate of 2.78%. As of September 30, 2023 and December 31, 2022, the FMCF had a balance of $198.9 million. The FMCF is included within mortgages payable on the Condensed Consolidated Balance Sheets.
Mortgage loan indebtedness, excluding the FMCF, was $343.7 million and $299.4 million at September 30, 2023 and December 31, 2022, respectively, on 13 and 15 apartment communities, respectively. All of our mortgage debt is collateralized by apartment communities and is non-recourse at fixed rates of interest, with staggered maturities. This decreases the exposure to changes in interest rates, which reduces the effect of interest rate fluctuations on our results of operations and cash flows. As of September 30, 2023 and December 31, 2022, the weighted average interest rate on mortgage debt was 4.14% and 3.85%, respectively.
On April 26, 2023, Centerspace closed on a $90.0 million secured note payable, which is included in the mortgages payable discussion above, with an interest rate of 5.04% and a term of 12 years.
Equity
We have an equity distribution agreement in connection with the 2021 ATM Program through which we may offer and sell common shares having an aggregate gross sales price of up to $250.0 million, in amounts and at times determined by management. The proceeds from the sale of common shares under the 2021 ATM program may be used for general corporate purposes, including the funding of acquisitions, construction or mezzanine loans, community renovations, and the repayment of indebtedness. As of September 30, 2023, common shares having an aggregate offering price of up to $126.6 million remained available under the 2021 ATM Program. Further information can be found in Note 4 - Equity and Mezzanine Equity in the Condensed Consolidated notes.
On March 10, 2022, the Board of Trustees approved a new share repurchase program (the “Share Repurchase Program”), providing for the repurchase of up to an aggregate of $50.0 million of the Company’s outstanding common shares. Under the Share Repurchase Program, the Company is authorized to repurchase common shares through open market purchases, privately-negotiated transactions, block trades or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Securities and Exchange Act of 1934, as amended. The repurchases have no time limit and may be suspended or discontinued completely at any time. The specific timing and amount of repurchases will vary based on available capital resources or other financial and operational performance, market conditions,
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securities law limitations, and other factors. The table below provides details on the shares repurchased during the three and nine months ended September 30, 2023. As of September 30, 2023, the Company had $14.2 million remaining authorized for purchase under this program.
(in thousands, except per share amounts)
Three Months Ended September 30,Number of Common Shares
Aggregate Cost(1)
Average Price Per Share(1)
2023— $— $— 
2022359 $65.97 
Nine Months Ended September 30,
2023124 $6,718 $54.19 
2022359 $65.97 
(1)Amount includes commissions.
Changes in Cash, Cash Equivalents, and Restricted Cash
The following discussion relates to changes in consolidated cash, cash equivalents, and restricted cash which are presented in the Condensed Consolidated Statements of Cash Flows in Part I, Item 1 above.
In addition to cash flow from operations, during the nine months ended September 30, 2023, we generated capital from various activities, including:
Receiving $223.3 million in net proceeds from the sale of 13 apartment communities and associated commercial space; and
Receiving $90.0 million in proceeds from a new mortgage on Parkhouse.
During the nine months ended September 30, 2023, we used capital for various activities, including:
Repaying $100.0 million on a variable rate term loan;
Net repayments of $113.5 million on the line of credit;
Repaying $46.8 million of mortgage principal;
Paying distributions on common shares, Series E preferred units, Units, and Series C preferred shares of $44.8 million;
Repurchasing 124,000 common shares for $6.7 million; and
Funding capital improvements for apartment communities of approximately $39.4 million.
Contractual Obligations and Other Commitments
Contractual obligations and other commitments were disclosed in our Form 10-K for the year ended December 31, 2022. Refer to Note 10 of the Notes to the Condensed Consolidated Financial Statements for additional details. There have been no material changes to our contractual obligations and other commitments since that report was filed.
Inflation and Supply Chain
Our apartment leases generally have terms of one year or less, which means that, in an inflationary environment, we would have the ability, subject to market conditions, to increase rents upon the commencement of new leases or renewal of existing leases to manage the impact of inflation on our business. However, the cost to operate and maintain communities could increase at a rate greater than our ability to increase rents, which could adversely affect our results of operations. High inflation could have a negative impact on our residents and their ability to absorb rent increases.
We also continue to monitor pressures surrounding supply chain challenges. Supply chain and inflationary pressures are likely to result in increasing operating expenses, specifically, increases in energy costs, salary related costs, and construction materials for repairs and maintenance or capital projects. A worsening of the current environment could contribute to delays in obtaining construction materials and result in higher than anticipated costs, which could prevent us from obtaining expected returns on value add projects.
We continue to have access to the financial markets; however, a prolonged disruption of the markets or a decline in credit and financing conditions could negatively affect our ability to access capital necessary to fund our operations or refinance maturing
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debt in the future. Additionally, rising interest rates could negatively impact our borrowing costs for any variable rate borrowings or refinancing activity.
Off-Balance Sheet Arrangements
As of September 30, 2023, we had no significant off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.
Critical Accounting Policies
In preparing the Condensed Consolidated Financial Statements, management has made estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. A summary of critical accounting policies is included in our Form 10-K for the year ended December 31, 2022, filed with the SEC on February 21, 2023 under the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Refer to Note 2 of the Notes to Condensed Consolidated Financial Statements in this report for additional information. There have been no other significant changes to the critical accounting policies during the nine months ended September 30, 2023.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk refers to the risk of loss from adverse changes in market prices and interest rates. The Company’s future revenue, cash flows, and fair values of certain financial instruments are dependent upon prevailing market prices and interest rates.
Centerspace’s exposure to market risk is primarily related to fluctuations in the general level of interest rates on the current and future fixed and variable rate debt obligations. Our operating results are, therefore, affected by changes in interest rates, including LIBOR and SOFR. The Company does not enter into derivative instruments for trading or speculative purposes.
See our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 21, 2023, under the heading “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” for a more complete discussion of the Company’s interest rate sensitivity.
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Item 4. Controls and Procedures
Disclosure Controls and Procedures:  
Management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Report. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2023, such disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Internal Control Over Financial Reporting:  
In connection with the evaluation required by Rule 13a-15(d), management, with the participation of the Chief Executive Officer and Chief Financial Officer, has identified no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2023 and that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings
In the ordinary course of the Company’s operations, the Company becomes involved in litigation. At this time, the Company knows of no material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the Company or any of its subsidiaries is a party or of which any of the Company’s property is the subject.
Item 1A. Risk Factors
There have been no material changes to the Risk Factors previously disclosed in Item 1A in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and disclosed in Item 1A in our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 
Sales of Securities
The Company issued 8,553 unregistered Common Shares to limited partners of the Operating Partnership in exchange for their Units, on July 31, 2023, in reliance on the private offering exemption under Section 4(a)(2) of the Securities Act of 1933, as amended, in part because the issuances were made to a limited number of limited partners through privately negotiated transactions not involving any public offer or solicitation.
Issuer Purchases of Equity Securities
    Maximum Dollar
   Total Number of SharesAmount of Shares That
 Total Number of Average PricePurchased as Part ofMay Yet Be Purchased 
 Shares and UnitsPaid perPublicly AnnouncedUnder the Plans or
Period
Purchased(1)
Share and Unit(2)
Plans or Programs
Programs(3)
July 1 - 31, 2023— $— — $14,234,010 
August 1 - 31, 202360 61.27 — 14,234,010 
September 1 - 30, 2023380 63.70 — 14,234,010 
Total440 $63.37 —  
(1)Includes Units redeemed for cash pursuant to the exercise of exchange rights.
(2)Amount is based on market prices and includes commissions paid.
(3)On March 10, 2022, the board authorized a new $50.0 million share repurchase program.
Item 3. Defaults Upon Senior Securities 
None
Item 4. Mine Safety Disclosures
Not Applicable
Item 5. Other Information
During the fiscal quarter ended September 30, 2023, none of our trustees or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
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Item 6. Exhibits
The following exhibits are filed as part of this Report.
 
EXHIBIT INDEX
Exhibit No.Description
3.1
3.2
3.3
101 INS**INSTANCE DOCUMENT
101 SCH**SCHEMA DOCUMENT
101 CAL**CALCULATION LINKBASE DOCUMENT
101 LAB**LABELS LINKBASE DOCUMENT
101 PRE**PRESENTATION LINKBASE DOCUMENT
101 DEF**DEFINITION LINKBASE DOCUMENT
104**COVER PAGE INTERACTIVE DATA FILE - THE COVER PAGE XBRL TAGS ARE EMBEDDED WITHIN THE INLINE XBRL DOCUMENT
*    Filed herewith
**    Submitted electronically herewith. Attached as Exhibit 101 are the following materials from Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in Inline eXtensible Business Reporting Language (“iXBRL”): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Operations; (iii) the Condensed Consolidated Statements of Equity; (iv) the Condensed Consolidated Statements of Cash Flows; (v) notes to these Condensed Consolidated Financial Statements; and (vi) the Cover Page to Quarterly Report on our Form 10-Q.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Centerspace
(Registrant)
/s/ Anne Olson 
Anne Olson 
President and Chief Executive Officer 
  
/s/ Bhairav Patel 
Bhairav Patel 
Executive Vice President and Chief Financial Officer 
  
Date: October 30, 2023 
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Exhibit 31.1
Certifications
I, Anne Olson, certify that:
1I have reviewed this quarterly report on Form 10-Q of Centerspace;
2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 30, 2023
By:/s/ Anne Olson 
 Anne Olson,  President and Chief Executive Officer 


Exhibit 31.2
Certifications
I, Bhairav Patel, certify that:
1I have reviewed this quarterly report on Form 10-Q of Centerspace;
2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 30, 2023
By:/s/ Bhairav Patel 
 Bhairav Patel, Executive Vice President and Chief Financial Officer 
   



Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Centerspace (the “Company”) on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anne Olson, Jr., President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1.    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 /s/ Anne Olson
 Anne Olson
 President and Chief Executive Officer
 October 30, 2023
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
This certification is furnished, and shall not be deemed filed, as provided by Rule 13a-14(b) promulgated under the Securities Act of 1934 and Item 601(b) (32) (ii) of Regulation S-K.


Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Centerspace (the “Company”) on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bhairav Patel, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1.    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 /s/ Bhairav Patel
 Bhairav Patel
 Executive Vice President and Chief Financial Officer
 October 30, 2023
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
This certification is furnished, and shall not be deemed filed, as provided by Rule 13a-14(b) promulgated under the Securities Act of 1934 and Item 601(b) (32) (ii) of Regulation S-K.

v3.23.3
Cover Page - shares
9 Months Ended
Sep. 30, 2023
Oct. 23, 2023
Entity Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2023  
Document Transition Report false  
Entity File Number 001-35624  
Entity Registrant Name CENTERSPACE  
Entity Incorporation, State or Country Code ND  
Entity Tax Identification Number 45-0311232  
Entity Address, Address Line One 3100 10th Street SW  
Entity Address, Address Line Two Post Office Box 1988  
Entity Address, City or Town Minot  
Entity Address, State or Province ND  
Entity Address, Postal Zip Code 58702-1988  
City Area Code 701  
Local Phone Number 837-4738  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   15,052,549
Entity Central Index Key 0000798359  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q3  
Amendment Flag false  
Common Shares of Beneficial Interest, no par value    
Entity Information [Line Items]    
Title of 12(b) Security Common Shares of Beneficial Interest, no par value  
Trading Symbol CSR  
Security Exchange Name NYSE  
Series C Cumulative Redeemable Preferred Shares    
Entity Information [Line Items]    
Title of 12(b) Security Series C Cumulative Redeemable Preferred Shares  
Trading Symbol CSR-PRC  
Security Exchange Name NYSE  
v3.23.3
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Real estate investments    
Property owned $ 2,326,408 $ 2,534,124
Less accumulated depreciation (516,673) (535,401)
Total real estate investments 1,809,735 1,998,723
Cash and cash equivalents 29,701 10,458
Restricted cash 22,496 1,433
Other assets 16,349 22,687
TOTAL ASSETS 1,878,281 2,033,301
LIABILITIES    
Accounts payable and accrued expenses 62,674 58,812
Revolving lines of credit 0 113,500
Notes payable, net of unamortized loan costs of $557 and $993, respectively 299,443 399,007
Mortgages payable, net of unamortized loan costs of $3,314 and $3,615, respectively 539,245 495,126
TOTAL LIABILITIES 901,362 1,066,445
COMMITMENTS AND CONTINGENCIES (NOTE 10)
SERIES D PREFERRED UNITS (Cumulative convertible preferred units, $100 par value, 166 units issued and outstanding at September 30, 2023 and December 31, 2022, aggregate liquidation preference of $16,560) 16,560 16,560
EQUITY    
Series C Preferred Shares of Beneficial Interest (Cumulative redeemable preferred shares, no par value, $25 per share liquidation preference, 3,881 shares issued and outstanding at September 30, 2023 and December 31, 2022, aggregate liquidation preference of $97,036) 93,530 93,530
Common Shares of Beneficial Interest (Unlimited authorization, no par value, 15,052 shares issued and outstanding at September 30, 2023 and 15,020 shares issued and outstanding at December 31, 2022) 1,169,025 1,177,484
Accumulated distributions in excess of net income (527,586) (539,422)
Accumulated other comprehensive loss (1,434) (2,055)
Total shareholders’ equity 733,535 729,537
Noncontrolling interests – Operating Partnership and Series E preferred units 226,205 220,132
Noncontrolling interests – consolidated real estate entities 619 627
TOTAL EQUITY 960,359 950,296
TOTAL LIABILITIES, MEZZANINE EQUITY, AND EQUITY $ 1,878,281 $ 2,033,301
v3.23.3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
shares in Thousands, $ in Thousands
Sep. 30, 2023
Dec. 31, 2022
EQUITY    
Preferred units, par value (in dollars per share) $ 100 $ 100
Preferred units, shares issued (in shares) 166 166
Preferred units, shares outstanding (in shares) 166 166
Preferred units, liquidation preference $ 16,560 $ 16,560
Preferred shares, liquidation preference (in dollars per share) $ 25 $ 25
Preferred shares of beneficial interest, shares issued (in shares) 3,881 3,881
Preferred shares of beneficial interest, shares outstanding (in shares) 3,881 3,881
Preferred shares of beneficial interest, liquidation preference $ 97,036 $ 97,036
Common shares of beneficial interest, shares issued (in shares) 15,052 15,020
Common shares of beneficial interest, shares outstanding (in shares) 15,052 15,020
Term Loans    
LIABILITIES    
Unamortized loan costs $ 557 $ 993
Mortgages    
LIABILITIES    
Unamortized loan costs $ 3,314 $ 3,615
v3.23.3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Income Statement [Abstract]        
REVENUE $ 64,568,000 $ 65,438,000 $ 197,241,000 $ 188,868,000
EXPENSES        
Property operating expenses, excluding real estate taxes 19,602,000 20,290,000 58,816,000 58,315,000
Real estate taxes 7,143,000 7,039,000 21,898,000 21,103,000
Property management expense 2,197,000 2,563,000 7,012,000 7,537,000
Casualty loss 937,000 276,000 1,242,000 1,256,000
Depreciation and amortization 24,697,000 23,720,000 75,061,000 79,489,000
General and administrative expenses 3,832,000 4,519,000 15,717,000 14,240,000
TOTAL EXPENSES 58,408,000 58,407,000 179,746,000 181,940,000
Gain on sale of real estate and other investments 11,235,000 0 71,327,000 27,000
Loss on litigation settlement 0 0 (2,864,000) 0
Operating income 17,395,000 7,031,000 85,958,000 6,955,000
Interest expense (8,556,000) (7,871,000) (27,516,000) (23,147,000)
Interest and other income 330,000 70,000 674,000 1,116,000
NET INCOME (LOSS) 9,169,000 (770,000) 59,116,000 (15,076,000)
Dividends to Series D preferred unitholders (160,000) (160,000) (480,000) (480,000)
Net (income) loss attributable to noncontrolling interests – Operating Partnership and Series E preferred units (1,204,000) 439,000 (9,058,000) 3,546,000
Net income attributable to noncontrolling interests – consolidated real estate entities (31,000) (32,000) (96,000) (93,000)
Net income (loss) attributable to controlling interests 7,774,000 (523,000) 49,482,000 (12,103,000)
Dividends to preferred shareholders (1,607,000) (1,607,000) (4,821,000) (4,821,000)
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS $ 6,167,000 $ (2,130,000) $ 44,661,000 $ (16,924,000)
NET INCOME (LOSS) PER COMMON SHARE - BASIC (in dollars per share) $ 0.41 $ (0.14) $ 2.98 $ (1.11)
NET INCOME (LOSS) PER COMMON SHARE - DILUTED (in dollars per share) $ 0.41 $ (0.14) $ 2.96 $ (1.11)
v3.23.3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Statement of Comprehensive Income [Abstract]        
Net income (loss) $ 9,169 $ (770) $ 59,116 $ (15,076)
Other comprehensive income (loss):        
Unrealized gain from derivative instrument 0 0 0 1,581
Loss on derivative instrument reclassified into earnings 324 204 621 696
Total comprehensive income (loss) 9,493 (566) 59,737 (12,799)
Net comprehensive (income) loss attributable to noncontrolling interests – Operating Partnership and Series E preferred units (1,151) 473 (8,954) 3,937
Net income attributable to noncontrolling interests – consolidated real estate entities (31) (32) (96) (93)
Comprehensive income (loss) attributable to controlling interests $ 8,311 $ (125) $ 50,687 $ (8,955)
v3.23.3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (unaudited) - USD ($)
shares in Thousands, $ in Thousands
Total
Series C Preferred Stock
Series E Preferred Units
Series D Preferred Units
PREFERRED SHARES
COMMON SHARES
COMMON SHARES
Series E Preferred Units
COMMON SHARES
Series D Preferred Units
ACCUMULATED DISTRIBUTIONS IN EXCESS OF NET INCOME (LOSS)
ACCUMULATED DISTRIBUTIONS IN EXCESS OF NET INCOME (LOSS)
Series C Preferred Stock
ACCUMULATED OTHER COMPREHENSIVE LOSS
NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS
Series E Preferred Units
Beginning balance at Dec. 31, 2021 $ 996,280       $ 93,530 $ 1,157,255     $ (474,318)   $ (4,435) $ 224,248  
Beginning balance (in shares) at Dec. 31, 2021           15,016              
Increase (Decrease) in Stockholders' Equity [Roll Forward]                          
Net (loss) income attributable to controlling interests and noncontrolling interests (15,556)               (12,103)     (3,453)  
Change in fair value of derivatives and amortization of swap settlements 2,277                   2,277    
Distributions - common shares and units (35,832)               (33,663)     (2,169)  
Distributions - Series C preferred shares (4,821) $ (4,821)               $ (4,821)      
Distributions - Series E preferred stock     $ (5,272)                   $ (5,272)
Share-based compensation, net of forfeitures (in shares)           25              
Share-based compensation, net of forfeitures 1,908         $ 1,908              
Sale of common shares, net (in shares)           321              
Sale of common shares, net 31,499         $ 31,499              
Issuance of Units 22,882         $ 13,023           9,859  
Redemption of Units for common shares (in shares)           19              
Redemption of Units for common shares 0         $ (831)           831  
Redemption of units for cash (3,837)                     (3,837)  
Shares repurchased (in shares)           (5)              
Shares repurchased (359)         $ (359)              
Change in redemption value of Series D preferred units       $ 8,771       $ 8,771          
Shares withheld for taxes (1,280)         (1,280)              
Other (374)         (254)           (120)  
Ending balance at Sep. 30, 2022 996,286       93,530 $ 1,209,732     (524,905)   (2,158) 220,087  
Ending balance (in shares) at Sep. 30, 2022           15,376              
Beginning balance at Jun. 30, 2022 1,010,618       93,530 $ 1,207,849     (511,552)   (2,362) 223,153  
Beginning balance (in shares) at Jun. 30, 2022           15,373              
Increase (Decrease) in Stockholders' Equity [Roll Forward]                          
Net (loss) income attributable to controlling interests and noncontrolling interests (930)               (523)     (407)  
Change in fair value of derivatives and amortization of swap settlements 204                   204    
Distributions - common shares and units (11,938)               (11,223)     (715)  
Distributions - Series C preferred shares (1,607) (1,607)               (1,607)      
Distributions - Series E preferred stock     (1,757)                   (1,757)
Share-based compensation, net of forfeitures 709         $ 709              
Redemption of Units for common shares (in shares)           8              
Redemption of Units for common shares 0         $ (456)           456  
Redemption of units for cash (607)                     (607)  
Shares repurchased (in shares)           (5)              
Shares repurchased (359)         $ (359)              
Change in redemption value of Series D preferred units 2,067         2,067              
Other (114)         (78)           (36)  
Ending balance at Sep. 30, 2022 996,286       93,530 $ 1,209,732     (524,905)   (2,158) 220,087  
Ending balance (in shares) at Sep. 30, 2022           15,376              
Beginning balance at Dec. 31, 2022 950,296       93,530 $ 1,177,484     (539,422)   (2,055) 220,759  
Beginning balance (in shares) at Dec. 31, 2022           15,020              
Increase (Decrease) in Stockholders' Equity [Roll Forward]                          
Net (loss) income attributable to controlling interests and noncontrolling interests 58,636               49,482     9,154  
Change in fair value of derivatives and amortization of swap settlements 621                   621    
Distributions - common shares and units (34,891)               (32,825)     (2,066)  
Distributions - Series C preferred shares (4,821) (4,821)               (4,821)      
Distributions - Series E preferred stock     (5,076)                   (5,076)
Share-based compensation, net of forfeitures (in shares)           19              
Share-based compensation, net of forfeitures 2,712         $ 2,712              
Redemption of Units for common shares (in shares)           107 31            
Redemption of Units for common shares 0   0     $ (1,919) $ (2,296)         1,919 2,296
Shares repurchased (in shares)           (124)              
Shares repurchased (6,718)         $ (6,718)              
Shares withheld for taxes (182)         $ (182)              
Other (in shares)           (1)              
Other (218)         $ (56)           (162)  
Ending balance at Sep. 30, 2023 960,359       93,530 $ 1,169,025     (527,586)   (1,434) 226,824  
Ending balance (in shares) at Sep. 30, 2023           15,052              
Beginning balance at Jun. 30, 2023 965,408       93,530 $ 1,169,501     (522,796)   (1,758) 226,931  
Beginning balance (in shares) at Jun. 30, 2023           14,949              
Increase (Decrease) in Stockholders' Equity [Roll Forward]                          
Net (loss) income attributable to controlling interests and noncontrolling interests 9,009               7,774     1,235  
Change in fair value of derivatives and amortization of swap settlements 324                   324    
Distributions - common shares and units (11,615)               (10,957)     (658)  
Distributions - Series C preferred shares (1,607) $ (1,607)               $ (1,607)      
Distributions - Series E preferred stock     (1,682)                   (1,682)
Share-based compensation, net of forfeitures 602         $ 602              
Redemption of Units for common shares (in shares)           97 6            
Redemption of Units for common shares 0   $ 0     $ (898) $ (176)         898 $ 176
Other (80)         (4)           (76)  
Ending balance at Sep. 30, 2023 $ 960,359       $ 93,530 $ 1,169,025     $ (527,586)   $ (1,434) $ 226,824  
Ending balance (in shares) at Sep. 30, 2023           15,052              
v3.23.3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (unaudited) (Parenthetical) - $ / shares
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Distributions - common shares and units (in dollars per share) $ 0.73 $ 0.73 $ 2.19 $ 2.19
Series C Preferred Stock        
Distributions - preferred shares and units (in dollars per share) 0.4140625 0.4140625 1.2421875 1.2421875
Series E Preferred Units        
Distributions - preferred shares and units (in dollars per share) $ 0.96875 $ 0.96875 $ 2.90625 $ 2.90625
v3.23.3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES    
Net income (loss) $ 59,116 $ (15,076)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:    
Depreciation and amortization, including amortization of capitalized loan costs 76,265 80,104
Gain on sale of real estate and other investments (71,323) 0
Loss on litigation settlement 2,864  
Share-based compensation expense 2,712 1,908
(Gain) loss on interest rate swap mark-to-market and settlement amortization 621 (221)
Other, net 802 660
Changes in other assets and liabilities:    
Other assets 3,834 4,158
Accounts payable and accrued expenses 2,529 (2,560)
Net cash provided by operating activities 77,420 68,973
CASH FLOWS FROM INVESTING ACTIVITIES    
Proceeds from repayment of mortgage loans and notes receivable 430 353
Net proceeds from sale of real estate and other investments 223,259 0
Payments for acquisitions of real estate investments 0 (104,666)
Payments for improvements of real estate investments (39,404) (33,625)
Other investing activities 1,086 798
Net cash provided by (used by) investing activities 185,371 (137,140)
CASH FLOWS FROM FINANCING ACTIVITIES    
Proceeds from mortgages payable 90,000 0
Principal payments on mortgages payable (46,770) (27,426)
Proceeds from revolving lines of credit 75,907 150,000
Principal payments on revolving lines of credit (189,407) (54,500)
Principal payments on notes payable (100,000) 0
Payment for termination of interest rate swap 0 (3,209)
Net proceeds from issuance of common shares 0 31,499
Repurchase of common shares (6,718) (359)
Redemption of partnership units (38) (3,837)
Distributions paid to common shareholders (32,785) (33,252)
Distributions paid to preferred shareholders (4,821) (4,821)
Distributions paid to Series D preferred unitholders (480) (480)
Distributions paid to noncontrolling interests – Operating Partnership and Series E preferred units (7,194) (7,325)
Other financing activities (179) (374)
Net cash provided by (used by) financing activities (222,485) 45,916
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 40,306 (22,251)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD 11,891 38,625
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD 52,197 16,374
SUPPLEMENTARY SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES    
Accrued capital expenditures 4,369 2,458
Operating partnership units converted to shares (1,919) (831)
Distributions declared but not paid to common shareholders 11,615 11,938
Series E preferred units converted to common shares (2,296) 0
Retirement of shares withheld for taxes 182 1,280
Loss on litigation settlement 2,864 0
Involuntary conversion of assets (1,986) 0
Real estate assets acquired through assumption of debt 0 41,623
Fair value adjustment to debt 0 1,224
Real estate assets acquired through exchange of note receivable 0 43,276
Note receivable exchanged through real estate acquisition 0 (43,276)
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION    
Cash paid for interest 26,190 21,856
Cash and cash equivalents 29,701 14,957
Restricted cash 22,496 1,417
Total cash, cash equivalents and restricted cash 52,197 16,374
Operating Partnership Units    
SUPPLEMENTARY SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES    
Real estate assets acquired through issuance of operating partnership units $ 0 $ 22,882
v3.23.3
ORGANIZATION
9 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
ORGANIZATION ORGANIZATION Centerspace, collectively with its consolidated subsidiaries (“Centerspace,” “the Company,” “we,” “us,” or “our”), is a North Dakota real estate investment trust (“REIT”) focused on the ownership, management, acquisition, redevelopment, and development of apartment communities. As of September 30, 2023, Centerspace owned interests in 71 apartment communities consisting of 12,785 apartment homes.
v3.23.3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES 
BASIS OF PRESENTATION
Centerspace conducts a majority of its business activities through a consolidated operating partnership, Centerspace, LP, a North Dakota limited partnership (the “Operating Partnership”), as well as through a number of other consolidated subsidiary entities. The accompanying Condensed Consolidated Financial Statements include the Company’s accounts and the accounts of all its subsidiaries in which it maintains a controlling interest, including the Operating Partnership. All intercompany balances and transactions are eliminated in consolidation.
The Condensed Consolidated Financial Statements also reflect the Operating Partnership’s ownership of a joint venture entity in which the Operating Partnership has a general partner or controlling interest. This entity is consolidated into the Company’s operations, with noncontrolling interests reflecting the noncontrolling partners’ share of ownership, income, and expenses.
UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Centerspace’s interim Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain disclosures accompanying annual consolidated financial statements prepared in accordance with GAAP are omitted. The year-end balance sheet data was derived from audited consolidated financial statements, but does not include all disclosures required by GAAP. In the opinion of management, all adjustments, consisting solely of normal recurring adjustments necessary for the fair presentation of financial position, results of operations, and cash flows for the interim periods, have been included.
The current period’s results of operations are not necessarily indicative of results which ultimately may be achieved for the year. The interim Condensed Consolidated Financial Statements and accompanying notes thereto should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on February 21, 2023.
USE OF ESTIMATES
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
RECENT ACCOUNTING PRONOUNCEMENTS
The following table provides a brief description of Financial Accounting Standards Board (“FASB”) recent accounting standards updates (“ASU”).
StandardDescriptionDate of AdoptionEffect on the Financial Statements or Other Significant Matters
ASU 2022-06, Reference Rate Reform (Topic 848) - Deferral of the Sunset Date of Topic 848
This ASU extends the sunset date of Reference Rate Reform (Topic 848): Facilitation of Reference Rate Reform to December 31, 2024.This ASU is effective immediately for all companies.The ASU will not have a material impact on the Condensed Consolidated Financial Statements.
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
Cash and cash equivalents include all cash and highly liquid investments purchased with maturities of three months or less. Cash and cash equivalents consist of our bank deposits and our deposits in a money market mutual fund. As of September 30, 2023 restricted cash consisted primarily of net tax-deferred exchange proceeds remaining from a portion of our dispositions, real estate deposits, and escrows held by lenders. As of December 31, 2022, restricted cash consisted primarily of escrows held by lenders for real estate taxes, insurance, and capital additions. We are potentially exposed to credit risk for cash deposited with FDIC-insured financial institutions in accounts which, at times, may exceed federally insured limits. Although recent bank failures have increased the risk of loss in such accounts, we have not experienced any losses in such accounts.
LEASES
As a lessor, Centerspace primarily leases multifamily apartment homes which qualify as operating leases with terms that are generally one year or less. Rental revenues are recognized in accordance with FASB Accounting Standards Codification (“ASC”) ASC 842, Leases, using a method that represents a straight-line basis over the term of the lease. For the three months ended September 30, 2023 and 2022, rental income represented approximately 98.1% and 97.4% of total revenues, respectively, and included gross market rent less adjustments for gain or loss to lease, concessions, vacancy loss, and bad debt. For the three months ended September 30, 2023 and 2022, other property revenues represented the remaining 1.9% and 2.6% of total revenues, respectively, and were primarily driven by other fee income, which is typically recognized when earned, at a point in time. For the nine months ended September 30, 2023 and 2022, rental income represented approximately 98.2% and 97.8% of total revenues, respectively. For the nine months ended September 30, 2023 and 2022, other property revenues represented the remaining 1.8% and 2.2% of total revenues, respectively.
Some of the Company’s apartment communities have commercial spaces available for lease. Lease terms for these spaces typically range from three to fifteen years. The leases for commercial spaces generally include options to extend the lease for additional terms.
Many of the leases contain non-lease components for utility reimbursement from residents and common area maintenance from commercial tenants. Centerspace has elected the practical expedient to combine lease and non-lease components for all asset classes. The combined components are included in lease income and are accounted for under ASC 842.
The aggregate amount of future scheduled lease income on commercial operating leases, excluding any variable lease income and non-lease components, as of September 30, 2023, was as follows:
(in thousands)
2023 (remainder)
$539 
20242,130 
20252,076 
20261,908 
20271,444 
Thereafter6,170 
Total scheduled lease income - commercial operating leases$14,267 
REVENUES AND GAINS ON SALE OF REAL ESTATE
Revenue is recognized in accordance with the transfer of goods and services to customers at an amount that reflects the consideration to which the Company expects to be entitled for those goods and services.
Revenue streams that are included in revenues from contracts with customers include other property revenue such as application fees and other miscellaneous items. Centerspace recognizes revenue for these rental related items not included as a component of a lease as earned.
The following table presents the disaggregation of revenue streams for the three and nine months ended September 30, 2023 and 2022:
(in thousands)
Three Months Ended September 30,Nine Months Ended September 30,
Revenue StreamApplicable Standard2023202220232022
Fixed lease income - operating leasesLeases$60,324 $60,851 $184,256 $176,911 
Variable lease income - operating leasesLeases3,006 2,905 9,523 7,728 
Other property revenueRevenue from contracts with customers1,238 1,682 3,462 4,229 
Total revenue$64,568 $65,438 $197,241 $188,868 
In addition to lease income and other property revenue, the Company recognizes gains or losses on the sale of real estate when the criteria for derecognition of an asset are met, including when (1) a contract exists and (2) the buyer obtained control of the nonfinancial asset that was sold. For the three months ended September 30, 2023, the Company recognized $11.2 million as a gain on the sale of real estate and other investments. For the three months ended September 30, 2022, the Company did not recognize any gain on the sale of real estate and other investments. For the nine months ended September 30, 2023 and 2022, the Company recognized $71.3 million and $27,000, respectively, as a gain on the sale of real estate and other investments.

MARKET CONCENTRATION RISK
We are subject to increased exposure from economic and other competitive factors specific to markets where we hold a significant percentage of the carrying value of our real estate portfolio. As of September 30, 2023, we held more than 10% of the carrying value of our real estate portfolio in each of the following markets: Minneapolis, Minnesota and Denver, Colorado.
IMPAIRMENT OF LONG-LIVED ASSETS
The Company evaluates long-lived assets, including investments in real estate, for impairment indicators at least quarterly. The judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions, expected holding period of each property, and legal and environmental concerns. If indicators exist, the Company compares the expected future undiscounted cash flows for the property against the carrying amount of that property. If the sum of the estimated undiscounted cash flows is less than the carrying amount, an impairment loss is generally recorded for the difference between the estimated fair value and the carrying amount. If the anticipated holding period for properties, the estimated fair value of properties, or other factors change based on market conditions or otherwise, the evaluation of impairment charges may be different and such differences could be material to the consolidated financial statements. The evaluation of anticipated cash flows is subjective and is based, in part, on assumptions regarding future occupancy, rental rates, and capital requirements that could differ materially from actual results. Reducing planned property holding periods may increase the likelihood of recording impairment losses.
During the three and nine months ended September 30, 2023 and 2022, the Company recorded no impairment charges.
NOTES RECEIVABLE
The Company has a tax increment financing note receivable (“TIF”) with a principal balance of $5.7 million and $6.1 million at September 30, 2023 and December 31, 2022, respectively, which appears within other assets in the Condensed Consolidated Balance Sheets at fair value. The note bears an interest rate of 4.5% with payments due in February and August of each year.
Centerspace originated a $29.9 million construction loan and a $15.3 million mezzanine loan for the development of a multifamily community located in Minneapolis, Minnesota. The construction and mezzanine loans bore and accrued interest at 4.5% and 11.5%, respectively. The Company exercised its option to purchase the apartment community in exchange for the loans and cash, during the nine months ended September 30, 2022. As of September 30, 2023 and December 31, 2022, the loans had no remaining balance.
ADVERTISING COSTS
Advertising costs are expensed as incurred and reported on the Condensed Consolidated Statements of Operations within the Property operating expenses, excluding real estate taxes line item. During the three months ended September 30, 2023 and 2022, total advertising expense was $878,000 and $795,000, respectively. During the nine months ended September 30, 2023 and 2022, total advertising expense was $2.3 million and $2.4 million, respectively.
SEVERANCE AND TRANSITION
On March 23, 2023, the Company entered into a Separation and General Release Agreement (the “Separation Agreement”) in connection with the departure of former CEO, Mark Decker, Jr. During the nine months ended September 30, 2023, the Company incurred total severance costs of $2.2 million for the cash severance and benefits for Mr. Decker, $737,000 in share-based compensation expense for the acceleration of certain equity awards, and $306,000 in other CEO transition related expenses. Refer to Note 11 for additional information on the share-based compensation expense.
INVOLUNTARY CONVERSION OF ASSETS
In April 2023, a portion of an apartment community was destroyed by fire. The Company recorded a write-down of the apartment community asset, in accordance with ASC 610-30 on involuntary conversion of non-monetary assets, totaling $1.0 million with an offsetting insurance receivable recorded within other assets on the Condensed Consolidated Balance Sheets. As of September 30, 2023, the estimated insurance claim was $1.3 million. Any amounts received in excess of the write-down will be recognized when received.
During the three months ended September 30, 2023, Centerspace recorded a $695,000 write-down to an apartment community asset as a result of extensive damage to the pool. Any insurance funds received will be recognized when received in accordance with ASC 610-30.
LITIGATION SETTLEMENT
During the nine months ended, September 30, 2023, the Company recorded a loss on litigation settlement of $2.9 million due to a trial judgment entered against Centerspace on May 8, 2023 for property damage, resulting in monetary losses. Centerspace was the named defendant in a lawsuit where the owner of a neighboring property claimed a retaining wall at one of the Company’s properties was causing water damage to the neighboring property. Subsequent to September 30, 2023, the judgement was ordered and the Company paid the settlement of $2.9 million. The Company cannot, with any level of certainty, predict or estimate if there will be additional costs incurred as a result of the lawsuit.
VARIABLE INTEREST ENTITIES
Centerspace has determined that its Operating Partnership and each of its less-than-wholly owned real estate partnerships are variable interest entities (each, a “VIE”), as the limited partners or the functional equivalent of limited partners lack substantive kick-out rights and substantive participating rights. The Company is the primary beneficiary of the VIEs, and the VIEs are required to be consolidated on the balance sheet because the Company has a controlling financial interest in the VIEs and has both the power to direct the activities of the VIEs that most significantly impact the economic performance of the VIEs as well as the obligation to absorb losses or the right to receive benefits from the VIEs that could potentially be significant to the VIEs. Because the Operating Partnership is a VIE, all of the Company’s assets and liabilities are held through a VIE.
v3.23.3
EARNINGS PER SHARE
9 Months Ended
Sep. 30, 2023
Earnings Per Share [Abstract]  
EARNINGS PER SHARE EARNINGS PER SHARE
Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares of beneficial interest (“common shares”) outstanding during the period. Centerspace has issued restricted stock units (“RSUs”) and incentive stock options (“ISOs”) under the 2015 Incentive Plan, Series D Convertible Preferred Units (“Series D preferred units”), and Series E Convertible Preferred Units (“Series E preferred units”), which could have a dilutive effect on the earnings per share upon the vesting of the RSUs or exercise of the ISOs or upon conversion of the Series D or Series E preferred units (refer to Note 4 for further discussion of the Series D and the Series E preferred units). Other than the issuance of RSUs, ISOs, Series D preferred units, and Series E preferred units, there are no outstanding options, warrants, convertible stock or other contractual obligations requiring issuance of additional shares that would result in dilution of earnings. Under the terms of the Operating Partnership’s Agreement of Limited Partnership, limited partners have the right to require the Operating Partnership to redeem their limited partnership units (“Units”) any time following the first anniversary of the date they acquired such Units (“Exchange Right”). Upon the exercise of Exchange Rights, and in Centerspace’s sole discretion, it may issue common shares in exchange for Units on a one-for-one basis.
The following table presents a reconciliation of the numerator and denominator used to calculate basic and diluted earnings per share reported in the Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2023 and 2022.  
 (in thousands, except per share data)
 Three Months Ended September 30,Nine Months Ended September 30,
 2023202220232022
NUMERATOR  
Net income (loss) attributable to controlling interests
$7,774 $(523)$49,482 $(12,103)
Dividends to preferred shareholders(1,607)(1,607)(4,821)(4,821)
Numerator for basic earnings (loss) per share – net income (loss) available to common shareholders
6,167 (2,130)44,661 (16,924)
Noncontrolling interests – Operating Partnership and Series E preferred units(1)
1,204 (439)6,233 (3,546)
Dividends to preferred unitholders(2)
— 160 480 480 
Numerator for diluted earnings (loss) per share
$7,371 $(2,409)$51,374 $(19,990)
DENOMINATOR    
Denominator for basic earnings per share weighted average shares14,989 15,373 14,988 15,280 
Effect of redeemable operating partnership units(1)
908 — — — 
Effect of Series D preferred units(2)
— — 228 — 
Effect of Series E preferred units2,093 — 2,105 — 
Effect of dilutive restricted stock units and stock options28 — 23 — 
Denominator for diluted earnings per share18,018 15,373 17,344 15,280 
NET INCOME (LOSS) PER COMMON SHARE – BASIC
$0.41 $(0.14)$2.98 $(1.11)
NET INCOME (LOSS) PER COMMON SHARE – DILUTED
$0.41 $(0.14)$2.96 $(1.11)
(1)For the nine months ended September 30, 2023, the impact of Units was excluded from the calculation of calculation of net income (loss) per common share - diluted as they were anti-dilutive.
(2)For the three months ended September 30, 2023, dividends to preferred unitholders and the effect of Series D preferred units are excluded in the calculation of net income (loss) per common share - diluted as they were anti-dilutive.
For the three months ended September 30, 2023, Series D preferred units of 228,000, as converted and performance-based RSUs of 26,000 were excluded from the calculation of diluted earnings per share because they were anti-dilutive.
For the three months ended September 30, 2022, operating partnership units of 984,000, Series D preferred units of 228,000, as converted, Series E preferred units of 2.2 million, as converted, time-based RSUs of 7,000, weighted average stock options of 23,000, and performance-based RSUs of 30,000 were excluded from the calculation of diluted earnings per share because they were anti-dilutive.
For the nine months ended September 30, 2023, operating partnership units of 943,000 and performance-based RSUs of 26,000 were excluded from the calculation of diluted earnings per share because they were anti-dilutive.
For the nine months ended September 30, 2022, operating partnership units of 980,000, Series D preferred units of 228,000, as converted, Series E preferred units of 2.2 million, as converted, time-based RSUs of 10,000, weighted average stock options of 38,000, and performance-based RSUs of 33,000 were excluded from the calculation of diluted earnings per share because they were anti-dilutive.
v3.23.3
EQUITY AND MEZZANINE EQUITY
9 Months Ended
Sep. 30, 2023
Equity [Abstract]  
EQUITY AND MEZZANINE EQUITY EQUITY AND MEZZANINE EQUITY
Operating Partnership Units. The Operating Partnership had 864,000 and 971,000 outstanding Units at September 30, 2023 and December 31, 2022, respectively. During the nine months ended September 30, 2022, we issued 209,000 Units as partial consideration for the acquisition of three apartment communities.
Exchange Rights. Centerspace redeemed Units in exchange for common shares in connection with Unitholders exercising their exchange rights during the three and nine months ended September 30, 2023 and 2022 as detailed in the table below.
(in thousands)
Three Months Ended September 30,Number of UnitsNet Book Basis
202397 $898 
2022$456 
Nine Months Ended September 30,
2023107 $1,919 
202219 $831 
Pursuant to the exercise of exchange rights, the Company redeemed Units for cash during the three and nine months ended September 30, 2023 and 2022 as detailed in the table below.
(in thousands, except per Unit data)
Three Months Ended September 30,Number of UnitsAggregate CostAverage Price Per Unit
2023— $28 $63.37 
2022$607 $81.18 
Nine Months Ended September 30,
2023$38 $61.40 
202242 $3,837 $90.93 
Series E Preferred Units (Noncontrolling Interests). Centerspace had 1.7 million and 1.8 million Series E preferred units outstanding on September 30, 2023 and December 31, 2022, respectively. Each Series E preferred unit has a par value of $100. The Series E preferred unit holders receive a preferred distribution at the rate of 3.875% per year. Each Series E preferred unit is convertible, at the holder’s option, into 1.2048 Units. The Series E preferred units have an aggregate liquidation preference of $173.3 million. The holders of the Series E preferred units do not have voting rights.
(in thousands)
Number of Series ENumber ofTotal
Three Months Ended September 30,Preferred Units RedeemedCommon Shares IssuedValue
2023$176 
Nine Months Ended September 30,
202325 31 $2,296 
Common Shares and Equity Awards. Common shares outstanding on September 30, 2023 and December 31, 2022, totaled 15.1 million and 15.0 million, respectively. There were 64 and 19,014 shares issued upon the vesting of equity awards under the 2015 Incentive Plan during the three and nine months ended September 30, 2023, respectively, with a total grant-date fair value of $5,000 and $1.7 million, respectively. There were 199 and 24,296 shares issued upon the vesting of equity awards under the 2015 Incentive Plan during the three and nine months ended September 30, 2022, respectively, with a total grant-date fair value of $18,000 and $637,000, respectively. These shares vested based on performance and service criteria. Refer to Note 11 for additional details on share-based compensation.
Equity Distribution Agreement. Centerspace has an equity distribution agreement in connection with an at-the-market offering (“2021 ATM Program”) through which it may offer and sell common shares having an aggregate sales price of up to $250.0 million, in amounts and at times determined by management. Under the 2021 ATM Program, the Company may enter into separate forward sale agreements. The proceeds from the sale of common shares under the 2021 ATM Program may be used for general corporate purposes, including the funding of acquisitions, construction or mezzanine loans, community renovations, and the repayment of indebtedness. The table below provides details on the sale of common shares during the nine months ended September 30, 2023 and 2022 under the 2021 ATM Program. There were no sales of common shares under the 2021 ATM Program during the three months ended September 30, 2023 and 2022. As of September 30, 2023, common shares having an aggregate offering price of up to $126.6 million remained available under the 2021 ATM Program.
(in thousands, except per share amounts)
Nine Months Ended September 30,Number of Common Shares
Net Consideration(1)
Average Net Price Per Share
2023— $— $— 
2022321 $31,732 $98.89 
(1)Consideration is net of $338 in commissions and issuance costs during the nine months ended September 30, 2022.
Share Repurchase Program. On March 10, 2022, the Board of Trustees approved a new share repurchase program (the “Share Repurchase Program”), providing for the repurchase of up to an aggregate of $50.0 million of the Company’s outstanding common shares. Under the Share Repurchase Program, the Company is authorized to repurchase common shares through open market purchases, privately-negotiated transactions, block trades or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Securities and Exchange Act of 1934, as amended. The repurchases have no time limit and may be suspended or discontinued completely at any time. The specific timing and amount of repurchases will vary based on available capital resources or other financial and operational performance, market conditions, securities law limitations, and other factors. The table below provides details on the shares repurchased during the three and nine months ended September 30, 2023 and 2022. As of September 30, 2023, the Company had $14.2 million remaining authorized for purchase under this program.
(in thousands, except per share amounts)
Three Months Ended September 30,Number of Common Shares
Aggregate Cost(1)
Average Price Per Share(1)
2023— $— $— 
2022$359 $65.97 
Nine Months Ended September 30,
2023124 $6,718 $54.19 
2022$359 $65.97 
(1)Amount includes commissions.
Series C Preferred Shares. Series C preferred shares outstanding were 3.9 million shares at September 30, 2023 and December 31, 2022. The Series C preferred shares are nonvoting and redeemable for cash at $25.00 per share at Centerspace’s option after October 2, 2022. Holders of these shares are entitled to cumulative distributions, payable quarterly (as and if declared by the Board of Trustees). Distributions accrue at an annual rate of $1.65625 per share, which is equal to 6.625% of the $25.00 per share liquidation preference ($97.0 million liquidation preference in the aggregate).
Series D Preferred Units (Mezzanine Equity). Series D preferred units outstanding were 165,600 preferred units at September 30, 2023 and December 31, 2022. The Series D preferred units have a par value price of $100 per preferred unit. The Series D preferred unit holders receive a preferred distribution at the rate of 3.862% per year. The Series D preferred units have a put option which allows the holder to redeem any or all of the Series D preferred units for cash equal to the issuance price. Each Series D preferred unit is convertible, at the holder’s option, into 1.37931 Units. The Series D preferred units have an aggregate liquidation preference of $16.6 million. Changes in the redemption value are charged to common shares on the Condensed Consolidated Balance Sheets from period to period. The holders of the Series D preferred units do not have voting rights. Distributions to Series D unitholders are presented in the Condensed Consolidated Statements of Equity within net income (loss) attributable to controlling interests and noncontrolling interests.
v3.23.3
DEBT
9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
DEBT DEBT
The following is a summary of our secured and unsecured debt at September 30, 2023 and December 31, 2022.
(in thousands)
September 30, 2023December 31, 2022
Carrying AmountWeighted Average Interest RateCarrying AmountWeighted Average Interest RateWeighted Average Maturity in Years at September 30, 2023
Lines of credit (1)
$— $113,500 4.12 %— 
Term loans— 100,000 5.57 %— 
Unsecured senior notes (2)(5)
300,0003.12 %300,000 3.12 %6.88
Unsecured debt300,000513,500 6.88
Mortgages payable - Fannie Mae credit facility (5)
198,8502.78 %198,850 2.78 %7.81
Mortgages payable - other (3)(5)
343,7094.14 %299,427 3.85 %6.53
Total debt (4)
$842,5593.46 %$1,011,777 3.62 %6.96
(1)The interest rate swap was terminated in February 2022. Refer to Note 6 - Derivative Instruments for additional information. Interest rates on lines of credit are variable.
(2)Included within notes payable on the Condensed Consolidated Balance Sheets.
(3)Represents apartment communities encumbered by mortgages; 13 at September 30, 2023 and 15 at December 31, 2022.
(4)Excludes deferred financing costs and premiums or discounts.
(5)Interest rate is fixed.
As of September 30, 2023, 46 apartment communities were not encumbered by mortgages and were available to provide credit support for the unsecured borrowings. The Company’s primary unsecured credit facility (“unsecured credit facility” or “Facility”) is a revolving, multi-bank line of credit, with the Bank of Montreal serving as administrative agent. The line of credit has total commitments and borrowing capacity of $250.0 million, based on the value of unencumbered properties. As of September 30, 2023, there was no outstanding balance on this line of credit, therefore the additional borrowing availability was $250.0 million. This unsecured credit facility was amended on September 30, 2021 to extend the maturity date to September 2025 and to provide for an accordion option to increase borrowing capacity up to $400.0 million.
On May 31, 2023, the unsecured credit facility was further amended to replace the London Interbank Offered Rate (“LIBOR”) with the Secured Overnight Financing Rate (“SOFR”) as the benchmark alternative reference rate under the Facility. Loans under the Facility outstanding as of the effective date of the Amendment that accrue interest at a rate determined by reference to LIBOR will continue to accrue interest at a rate determined by reference to LIBOR for the interest period applicable to such loans. The line of credit has an interest rate equal to daily SOFR plus a margin of 135 basis points and a spread adjustment of 10 basis points. The interest rates on the line of credit are based, at the Company’s option, on either the lender’s base rate plus a margin, ranging from 25-80 basis points, or daily or term SOFR, plus a margin that ranges from 125-180 basis points based on the consolidated leverage ratio, as defined under the First Amendment to Third Amended and Restated Credit Agreement. Prior to the amendment, interest rates on the line of credit were based, at the Company’s option, on either the lender’s base rate plus a margin, ranging from 25-80 basis points, or LIBOR , plus a margin that ranges from 125-180 basis points based on the consolidated leverage ratio, as defined under the Third Amended and Restated Credit Agreement. The unsecured credit facility and unsecured senior notes are subject to customary financial covenants and limitations. The Company believes that it was in compliance with all such financial covenants and limitations as of September 30, 2023.
Centerspace also has a $6.0 million operating line of credit. As of September 30, 2023, there was no outstanding balance on this line of credit. This operating line of credit is designed to enhance treasury management activities and more effectively manage cash balances. This operating line matures on September 30, 2024, with pricing based on SOFR.
Centerspace has a private shelf agreement with PGIM, Inc., an affiliate of Prudential Financial, Inc., and certain affiliates of PGIM, Inc. (collectively, “PGIM”) with an aggregate amount of $225.0 million of unsecured senior promissory notes (“unsecured senior notes”) available for issuance. The Company also has a separate note purchase agreement for the issuance of $125.0 million senior unsecured promissory notes, of which $25.0 million was issued under the private shelf agreement with PGIM. Under the private shelf agreement with PGIM, the Company has issued $200.0 million unsecured senior notes with $25.0 million remaining available as of September 30, 2023. The following table shows the notes issued under both private shelf agreements.
(in thousands)
AmountMaturity DateInterest Rate
Series A$75,000 September 13, 20293.84 %
Series B$50,000 September 30, 20283.69 %
Series C$50,000 June 6, 20302.70 %
Series 2021-A$35,000 September 17, 20302.50 %
Series 2021-B$50,000 September 17, 20312.62 %
Series 2021-C$25,000 September 17, 20322.68 %
Series 2021-D$15,000 September 17, 20342.78 %
In November 2022, the Company entered into a $100.0 million term loan agreement (“Term Loan”) with PNC Bank, National Association as administrative agent. The interest rate on the Term Loan was based on SOFR, plus a margin that ranged from 120 to 175 basis points based on the consolidated leverage ratio. The Term Loan had a 364-day term with an option for an additional 364-day term. As of September 30, 2023, the term loan was paid in full. As of December 31, 2022, the term loan had a balance of $100.0 million.
Centerspace has a $198.9 million Fannie Mae Credit Facility Agreement (the “FMCF”). The FMCF is secured by mortgages on 12 apartment communities. The notes are interest-only, with varying maturity dates of 7, 10, and 12 years, and a blended, weighted average interest rate of 2.78%. As of September 30, 2023 and December 31, 2022, the FMCF had a balance of $198.9 million. The FMCF is included within mortgages payable on the Condensed Consolidated Balance Sheets.
As of September 30, 2023, Centerspace owned 13 apartment communities that served as collateral for mortgage loans, in addition to the apartment communities secured by the FMCF. All of these mortgage loans were non-recourse to the Company other than for standard carve-out obligations. As of September 30, 2023, the Company believes that there were no material defaults or instances of noncompliance in regards to any of these mortgages payable.
On April 26, 2023, Centerspace closed on a $90.0 million secured note payable, which is included in the mortgages payable discussion above, with an interest rate of 5.04% and a term of 12 years.
The aggregate amount of required future principal payments on all debt as of September 30, 2023, was as follows:
(in thousands)
2023 (remainder)$1,486 
20246,369 
202535,277 
202651,590 
202748,666 
Thereafter699,171 
Total payments$842,559 
v3.23.3
DERIVATIVE INSTRUMENTS
9 Months Ended
Sep. 30, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
DERIVATIVE INSTRUMENTS DERIVATIVE INSTRUMENTS
Centerspace used interest rate derivatives to stabilize interest expense and to manage its exposure to interest rate fluctuations. To accomplish this objective, the Company primarily used interest rate swap contracts to fix variable interest rate debt.
Changes in the fair value of derivatives designated and that qualified as cash flow hedges were recorded in accumulated other comprehensive income (loss) (“OCI”). Amounts recorded in accumulated other comprehensive income (loss) will be reclassified to interest expense in the periods in which interest payments are incurred on variable rate debt. During the next twelve months, the Company estimates an additional $857,000 will be reclassified as an increase to interest expense.
In February 2022, the Company paid $3.2 million to terminate its $75.0 million interest rate swap and its $70.0 million forward swap. As of September 30, 2023 and December 31, 2022 the Company had no remaining interest rate swaps.
Derivatives not designated as hedges were not speculative and were used to manage the Company’s exposure to interest rate movements and other identified risks but did not meet the strict hedge accounting requirements. Changes in fair value of derivatives not designated in hedging relationships were recorded directly to earnings within interest and other income (loss) in the Condensed Consolidated Statements of Operations. During the nine months ended September 30, 2022, the Company recorded a gain of $582,000, related to the interest rate swap not designated in a hedging relationship, prior to its termination.
The table below presents the effect of the Company’s derivative financial instruments on the Condensed Consolidated Statements of Operations as of September 30, 2023 and 2022.
(in thousands)
Gain Recognized in OCI Location of Gain (Loss) Reclassified from Accumulated OCI into IncomeLoss Reclassified from Accumulated OCI into Income (Loss)
Three months ended September 30,2023202220232022
Total derivatives in cash flow hedging relationships - Interest rate contracts$— $— Interest expense$(324)$(204)
Nine months ended September 30,
Total derivatives in cash flow hedging relationships - Interest rate contracts$— $1,581 Interest expense$(621)$(696)
v3.23.3
FAIR VALUE MEASUREMENTS
9 Months Ended
Sep. 30, 2023
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS
Cash and cash equivalents, restricted cash, other assets, accounts payable, accrued expenses, and other liabilities are carried at amounts that reasonably approximate their fair value due to their short-term nature. For variable rate line of credit debt that re-prices frequently, fair values are based on carrying values.
In determining the fair value of other financial instruments, Centerspace applies FASB ASC 820, “Fair Value Measurement and Disclosures.” Fair value hierarchy under ASC 820 distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (Levels 1 and 2) and the reporting entity’s own assumptions about market participant assumptions (Level 3). Fair value estimates may differ from the amounts that may ultimately be realized upon sale or disposition of the assets and liabilities.
Fair Value Measurements on a Recurring Basis
(in thousands)
Balance Sheet LocationTotalLevel 1Level 2Level 3
September 30, 2023
Assets
Notes receivableOther assets$5,455 — — $5,455 
December 31, 2022    
Assets
Notes receivableOther assets$5,871 — — $5,871 
Centerspace utilizes an income approach with Level 3 inputs based on expected future cash flows to value the notes receivable. The inputs include market transactions for similar instruments, management estimates of comparable interest rates (range of 3.75% to 5.50%), and instrument specific credit risk of 0.5%. Changes in the fair value of these receivables from period to period are reported in interest and other income on the Condensed Consolidated Statements of Operations.
(in thousands)
Fair Value MeasurementOther GainsInterest IncomeTotal Changes in Fair Value Included in Current-Period Earnings
Nine months ended September 30, 2023
Notes receivable$5,455 $14 $197 $211 
Nine months ended September 30, 2022
Notes receivable$5,865 $11 $600 $611 
As of September 30, 2023 and December 31, 2022, Centerspace had investments totaling $1.8 million and $1.6 million, respectively, in real estate technology venture funds consisting of privately held entities that develop technology related to the real estate industry. These investments appear within other assets on our Condensed Consolidated Balance Sheets. The investments are measured at net asset value (“NAV”) as a practical expedient under ASC 820. As of September 30, 2023, the Company had total unfunded commitments of $1.2 million.
Fair Value Measurements on a Nonrecurring Basis
There were no non-financial assets or liabilities measured at fair value on a nonrecurring basis at September 30, 2023 and December 31, 2022.
Financial Assets and Liabilities Not Measured at Fair Value
The fair value of unsecured senior notes and mortgages payable are estimated based on the discounted cash flows of the loans using market research and management estimates of comparable interest rates, excluding any prepayment penalties (Level 3).
The estimated fair values of the Company’s financial instruments as of September 30, 2023 and December 31, 2022, respectively, are as follows:
(in thousands)
September 30, 2023December 31, 2022
Balance Sheet LocationCarrying AmountFair ValueCarrying AmountFair Value
FINANCIAL ASSETS    
Cash and cash equivalentsCash and cash equivalents$29,701 $29,701 $10,458 $10,458 
Restricted cashRestricted cash$22,496 $22,496 $1,433 $1,433 
FINANCIAL LIABILITIES    
Revolving lines of creditRevolving lines of credit$— $— $113,500 $113,500 
Term loansNotes payable$— $— $100,000 $100,000 
Unsecured senior notesNotes payable$300,000 $234,675 $300,000 $238,446 
Mortgages payable - Fannie MaeMortgages payable$198,850 $157,180 $198,850 $161,297 
Mortgages payable - otherMortgages payable$343,709 $306,678 $299,427 $274,029 
v3.23.3
ACQUISITIONS AND DISPOSITIONS
9 Months Ended
Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
ACQUISITIONS AND DISPOSITIONS ACQUISITIONS AND DISPOSITIONS
ACQUISITIONS
Centerspace did not acquire new real estate during the three months ended September 30, 2023 compared to acquisitions of $95.0 million during the three months ended September 30, 2022. Centerspace did not acquire new real estate during the nine months ended September 30, 2023 compared to acquisitions of $211.9 million during the nine months ended September 30, 2022. The acquisitions during the nine months ended September 30, 2022 are detailed below.
Nine Months Ended September 30, 2022
Date
Acquired
(in thousands)
Total
Acquisition
Cost(1)
Form of ConsiderationInvestment Allocation
AcquisitionsCash
Units(2)
Other(3)
LandBuilding
Intangible
Assets(4)
Other(5)
191 homes - Martin Blu - Minneapolis, MN
January 4, 2022$49,825 $3,031 $18,885 $27,909 $3,547 $45,212 $1,813 $(747)
31 homes - Elements - Minneapolis, MN
January 4, 20229,066 1,290 1,748 6,028 941 7,853 335 (63)
45 homes - Zest - Minneapolis, MN
January 4, 202211,364 1,429 2,249 7,686 936 10,261 574 (407)
130 homes - Noko Apartments - Minneapolis, MN
January 26, 202246,619 3,343 — 43,276 1,915 42,754 1,950 — 
215 homes - Lyra Apartments - Centennial, CO
September 30, 202295,000 95,000 — — 6,473 86,149 2,378 — 
Total Acquisitions$211,874 $104,093 $22,882 $84,899 $13,812 $192,229 $7,050 $(1,217)
(1)Excludes transaction costs.
(2)Fair value of operating partnership units issued on acquisition.
(3)Assumption of seller’s debt upon closing for Martin Blu, Zest, and Elements. Mezzanine and construction loans, financed by Centerspace, exchanged as partial consideration for the acquisition of Noko Apartments.
(4)Intangible assets consist of in-place leases valued at the time of acquisition. During the nine months ended September 30, 2023 and 2022, Centerspace recognized $941,000 and $11.1 million, respectively, of amortization expense related to intangibles, included within depreciation and amortization in the Condensed Consolidated Statement of Operations.
(5)Debt discount on assumed mortgage.
DISPOSITIONS
During the three months ended September 30, 2023, Centerspace disposed of four apartment communities and associated commercial space, in one transaction for an aggregate sales price of $82.5 million. Centerspace did not dispose of any real estate during the three months ended September 30, 2022. During the nine months ended September 30, 2023, Centerspace disposed of 13 apartment communities and associated commercial space, in five transactions for an aggregate sales price of $226.8 million. Centerspace did not dispose of any real estate during the nine months ended September 30, 2022. The dispositions for the nine months ended September 30, 2023 are detailed below.
Nine Months Ended September 30, 2023
(in thousands)
DispositionsDate
Disposed
Sale Price
Net Book Value and Transaction Cost
Gain/(Loss)
115 homes - Boulder Court - Eagan, MN
March 8, 2023$14,605 $4,970 $9,635 
498 homes - 2 Nebraska apartment communities
March 14, 2023$48,500 $14,975 $33,525 
892 homes - 5 Minnesota apartment communities
March 15, 2023$74,500 $55,053 $19,447 
62 homes - Portage - Minneapolis, MN
March 15, 2023$6,650 $9,098 $(2,448)
712 homes - 4 North Dakota apartment communities
September 14, 2023$82,500 $71,218 $11,282 
Total Dispositions$226,755 $155,314 $71,441 
v3.23.3
SEGMENTS
9 Months Ended
Sep. 30, 2023
Segment Reporting [Abstract]  
SEGMENTS SEGMENTS 
Centerspace operates in a single reportable segment which includes the ownership, management, development, redevelopment, and acquisition of apartment communities. Each of the operating properties is considered a separate operating segment because each property earns revenues, incurs expenses, and has discrete financial information. The chief operating decision-makers evaluate each property’s operating results to make decisions about resources to be allocated and to assess performance and do not group the properties based on geography, size, or type for this purpose. The apartment communities have similar long-term economic characteristics and provide similar products and services to residents. No apartment community comprises more than 10% of consolidated revenues, profits, or assets. Accordingly, the apartment communities are aggregated into a single reportable segment. “All other” includes non-multifamily components of mixed-use properties and apartment communities the Company has disposed or designated as held for sale. During the nine months ended September 30, 2023, 13 sold apartment communities were reclassified from the multifamily segment to all other for all periods presented.
The members of the executive management team are the chief operating decision-makers. This team measures the performance of the reportable segment based on net operating income (“NOI”), a non-GAAP measure, which the Company defines as total real estate revenues less property operating expenses, including real estate taxes. Centerspace believes that NOI is an important supplemental measure of operating performance for real estate because it provides a measure of operations that excludes gain (loss) on the same of real estate and other assets, depreciation, amortization, financing, property management overhead, casualty losses, and general and administrative expense. NOI does not represent cash generated by operating activities in accordance with GAAP and should not be considered an alternative to net income (loss), net income (loss) available for common shareholders, or cash flow from operating activities as a measure of financial performance.
The following tables present NOI for the three and nine months ended September 30, 2023 and 2022, respectively, along with reconciliations to net income in the Condensed Consolidated Financial Statements. Segment assets are also reconciled to total assets as reported in the Condensed Consolidated Financial Statements.
 (in thousands)
Three Months Ended September 30, 2023MultifamilyAll OtherTotal
Revenue$61,505 $3,063 $64,568 
Property operating expenses, including real estate taxes25,375 1,370 26,745 
Net operating income $36,130 $1,693 $37,823 
Property management (2,197)
Casualty loss
(937)
Depreciation and amortization(24,697)
General and administrative expenses(3,832)
Gain on sale of real estate and other investments
11,235 
Interest expense(8,556)
Interest and other income330 
Net income
$9,169 
 (in thousands)
Three Months Ended September 30, 2022MultifamilyAll OtherTotal
Revenue$57,057 $8,381 $65,438 
Property operating expenses, including real estate taxes23,339 3,990 27,329 
Net operating income$33,718 $4,391 $38,109 
Property management (2,563)
Casualty loss
(276)
Depreciation and amortization(23,720)
General and administrative expenses(4,519)
Interest expense(7,871)
Interest and other income
70 
Net loss
$(770)
(in thousands)
Nine Months Ended September 30, 2023MultifamilyAll OtherTotal
Revenue$182,893 $14,348 $197,241 
Property operating expenses, including real estate taxes73,917 6,797 80,714 
Net operating income$108,976 $7,551 $116,527 
Property management(7,012)
Casualty loss
(1,242)
Depreciation and amortization(75,061)
General and administrative expenses(15,717)
Gain on sale of real estate and other investments
71,327 
Loss on litigation settlement
(2,864)
Interest expense(27,516)
Interest and other income674 
Net income
$59,116 
(in thousands)
Nine Months Ended September 30, 2022MultifamilyAll OtherTotal
Revenue$164,823 $24,045 $188,868 
Property operating expenses, including real estate taxes67,747 11,671 79,418 
Net operating income$97,076 $12,374 $109,450 
Property management(7,537)
Casualty loss
(1,256)
Depreciation and amortization(79,489)
General and administrative expenses(14,240)
Gain on sale of real estate and other investments
27 
Interest expense(23,147)
Interest and other income1,116 
Net loss
$(15,076)
Segment Assets and Accumulated Depreciation
Segment assets are summarized as follows as of September 30, 2023, and December 31, 2022, respectively, along with reconciliations to the Condensed Consolidated Financial Statements:
 (in thousands)
As of September 30, 2023MultifamilyAll OtherTotal
Segment assets   
Property owned$2,308,818 $17,590 $2,326,408 
Less accumulated depreciation(512,688)(3,985)(516,673)
Total property owned$1,796,130 $13,605 $1,809,735 
Cash and cash equivalents29,701 
Restricted cash22,496 
Other assets16,349 
Total Assets$1,878,281 
 (in thousands)
As of December 31, 2022MultifamilyAll OtherTotal
Segment assets   
Property owned$2,274,202 $259,922 $2,534,124 
Less accumulated depreciation(443,828)(91,573)(535,401)
Total property owned$1,830,374 $168,349 $1,998,723 
Cash and cash equivalents10,458 
Restricted cash1,433 
Other assets22,687 
Total Assets$2,033,301 
v3.23.3
COMMITMENTS AND CONTINGENCIES
9 Months Ended
Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES
Litigation.  Centerspace was the named defendant in a lawsuit where the owner of a neighboring property claims a retaining wall at one of its properties is causing water damage to the neighboring property. The claim was for damage to the property and monetary losses. The Company recorded a loss on litigation settlement of $2.9 million due to a trial judgment against Centerspace for property damage and monetary losses. Subsequent to September 30, 2023, the judgement was ordered and the Company paid the settlement of $2.9 million. The Company cannot, with any level of certainty, predict or estimate if there will be additional costs incurred as a result of the lawsuit. Centerspace is involved in various lawsuits arising in the normal course of business and believes that such matters will not have a material adverse effect on the condensed consolidated financial statements.
Environmental Matters.  Under various federal, state, and local laws, ordinances, and regulations, a current or previous owner or operator of real estate may be liable for the costs of removal of, or remediation of, certain hazardous or toxic substances in, on, around, or under the property. While the Company currently has no knowledge of any material violation of environmental laws, ordinances, or regulations at any of the properties, there can be no assurance that areas of contamination will not be identified at any of its properties or that changes in environmental laws, regulations, or cleanup requirements would not result in material costs.
Restrictions on Taxable Dispositions.  Twenty-eight properties, consisting of 4,935 apartment homes, are subject to restrictions on taxable dispositions under agreements entered into with certain of the sellers or contributors of the properties and are effective for varying periods. Centerspace does not believe that the agreements materially affect the conduct of its business or its decisions whether to dispose of restricted properties during the restriction period because it generally holds these and other properties for investment purposes rather than for sale. In addition, where the Company deems it to be in the shareholders’ best interests to dispose of such properties, it generally seeks to structure sales of such properties as tax-deferred transactions under Section 1031 of the Internal Revenue Code. Otherwise, the Company may be required to provide tax indemnification payments to the parties to these agreements.
Unfunded Commitments. Centerspace has unfunded commitments of $1.2 million in two real estate technology venture funds. Refer to Note 7 - Fair Value Measurements for additional information regarding these investments.
v3.23.3
SHARE-BASED COMPENSATION
9 Months Ended
Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]  
SHARE-BASED COMPENSATION SHARE-BASED COMPENSATION
Share-based awards are provided to officers, non-officer employees, and trustees under the 2015 Incentive Plan approved by shareholders on September 15, 2015, as amended and restated on May 18, 2021 (the “2015 Incentive Plan”) which allows for awards in the form of cash, unrestricted and restricted common shares, stock options, stock appreciation rights, and RSUs up to an aggregate of 775,000 shares over the ten-year period in which the plan is in effect. Under the 2015 Incentive Plan, officers and non-officer employees may earn share awards under a long-term incentive plan (“LTIP”), which is a forward-looking program that measures long-term performance over the stated performance period. These awards are payable to the extent deemed earned in shares. The terms of the long-term incentive awards granted under the revised program may vary from year to year. Through September 30, 2023, awards under the 2015 Incentive Plan consisted of restricted and unrestricted common shares, RSUs, and stock options. We account for forfeitures of restricted and unrestricted common shares, RSUs, and stock options when they occur instead of estimating the forfeitures.
2023 LTIP Awards
Awards granted to employees on January 1, 2023, consisted of an aggregate of 14,256 time-based RSU awards, 20,497 performance RSUs based on total shareholder return (“TSR”), and 45,955 stock options. The time-based awards vest as to one-third of the shares on each of January 1, 2024, January 1, 2025, and January 1, 2026. The stock options vest as to 25% on each of January 1, 2024, January 1, 2025, January 1, 2026, and January 1, 2027. The fair value of stock options was $11.086 per share and was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:
2023
Exercise price$58.67 
Risk-free rate3.97 %
Expected term6.25 years
Expected volatility28.7 %
Dividend yield4.977 %
The performance RSUs are earned based on the Company’s TSR as compared to the FTSE Nareit Equity Index over a forward looking three-year period. The maximum number of performance RSUs eligible to be earned is 40,994 RSUs, which is 200% of the performance RSUs granted. Earned awards (if any) will fully vest as of the last day of the measurement period. These awards have market conditions in addition to service conditions that must be met for the awards to vest. Compensation expense is recognized ratably based on the grant date fair value, as determined using the Monte Carlo valuation model, regardless of whether the market conditions are achieved and the awards ultimately vest. Therefore, previously recorded compensation expense is not adjusted in the event that the market conditions are not achieved. The Company based the expected volatility on a weighted average of the historical volatility of the Company’s daily closing share price and a select peer average volatility, the risk-free interest rate on the interest rates on U.S. treasury bonds with a maturity equal to the remaining performance period of the award, and the expected term on the performance period of the award. The assumptions used to value the TSR performance RSUs were an expected volatility of 37.20%, a risk-free interest rate of 4.22%, and an expected life of 3 years. The share price at the grant date, January 1, 2023, was $58.67 per share.
On March 31, 2023, in connection with her appointment to President and Chief Executive Officer, Anne Olson received a one-time stock award of 5,492 RSUs, which will vest in full on March 31, 2026.
On March 31, 2023, in connection with the change in executive management, Bhairav Patel, CFO, received a one-time stock award of 2,746 RSUs. One-third of the RSUs will vest on March 31, 2025 and the remaining two-thirds will vest on March 31, 2026.
Awards granted to trustees on May 16, 2023 consist of 9,200 time-based RSUs, which vest on May 16, 2024. These awards are classified as equity awards.
Share-Based Compensation Expense
Share-based compensation expense recognized in the condensed consolidated financial statements for all outstanding share-based awards was $602,000 and $709,000 for the three months ended September 30, 2023 and 2022, respectively, and $2.7 million and $1.9 million for the nine months ended September 30, 2023 and 2022, respectively.
On March 31, 2023, the Company accelerated the vesting of all unvested time-based RSUs and stock options in connection with the Separation Agreement with Mr. Decker. This resulted in the acceleration of share-based compensation expense for those awards resulting in an additional $737,000 in expense during the nine months ended September 30, 2023. Any performance-based RSUs were prorated, in accordance with the award agreement, and will vest at the end of performance period based on actual performance. The remaining performance-based RSUs were forfeited. Mr. Decker exercised stock options, prior to their expiration on June 30, 2023, in a cashless exercise with a net 425 shares issued.
v3.23.3
SUBSEQUENT EVENTS
9 Months Ended
Sep. 30, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS SUBSEQUENT EVENTSOn October 11, 2023, the Company acquired Lake Vista Apartment Homes in Loveland, Colorado, for an aggregate purchase price of $94.5 million, which was financed through the assumption of $52.7 million in mortgage debt and cash.
v3.23.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Pay vs Performance Disclosure        
Net income (loss) attributable to controlling interests $ 7,774 $ (523) $ 49,482 $ (12,103)
v3.23.3
Insider Trading Arrangements
3 Months Ended
Sep. 30, 2023
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.23.3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)
9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
BASIS OF PRESENTATION
BASIS OF PRESENTATION
Centerspace conducts a majority of its business activities through a consolidated operating partnership, Centerspace, LP, a North Dakota limited partnership (the “Operating Partnership”), as well as through a number of other consolidated subsidiary entities. The accompanying Condensed Consolidated Financial Statements include the Company’s accounts and the accounts of all its subsidiaries in which it maintains a controlling interest, including the Operating Partnership. All intercompany balances and transactions are eliminated in consolidation.
The Condensed Consolidated Financial Statements also reflect the Operating Partnership’s ownership of a joint venture entity in which the Operating Partnership has a general partner or controlling interest. This entity is consolidated into the Company’s operations, with noncontrolling interests reflecting the noncontrolling partners’ share of ownership, income, and expenses.
UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Centerspace’s interim Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain disclosures accompanying annual consolidated financial statements prepared in accordance with GAAP are omitted. The year-end balance sheet data was derived from audited consolidated financial statements, but does not include all disclosures required by GAAP. In the opinion of management, all adjustments, consisting solely of normal recurring adjustments necessary for the fair presentation of financial position, results of operations, and cash flows for the interim periods, have been included.
The current period’s results of operations are not necessarily indicative of results which ultimately may be achieved for the year. The interim Condensed Consolidated Financial Statements and accompanying notes thereto should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on February 21, 2023.
USE OF ESTIMATES
USE OF ESTIMATES
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
RECENT ACCOUNTING PRONOUNCEMENTS
RECENT ACCOUNTING PRONOUNCEMENTS
The following table provides a brief description of Financial Accounting Standards Board (“FASB”) recent accounting standards updates (“ASU”).
StandardDescriptionDate of AdoptionEffect on the Financial Statements or Other Significant Matters
ASU 2022-06, Reference Rate Reform (Topic 848) - Deferral of the Sunset Date of Topic 848
This ASU extends the sunset date of Reference Rate Reform (Topic 848): Facilitation of Reference Rate Reform to December 31, 2024.This ASU is effective immediately for all companies.The ASU will not have a material impact on the Condensed Consolidated Financial Statements.
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
Cash and cash equivalents include all cash and highly liquid investments purchased with maturities of three months or less. Cash and cash equivalents consist of our bank deposits and our deposits in a money market mutual fund. As of September 30, 2023 restricted cash consisted primarily of net tax-deferred exchange proceeds remaining from a portion of our dispositions, real estate deposits, and escrows held by lenders. As of December 31, 2022, restricted cash consisted primarily of escrows held by lenders for real estate taxes, insurance, and capital additions. We are potentially exposed to credit risk for cash deposited with FDIC-insured financial institutions in accounts which, at times, may exceed federally insured limits. Although recent bank failures have increased the risk of loss in such accounts, we have not experienced any losses in such accounts.
LEASES
LEASES
As a lessor, Centerspace primarily leases multifamily apartment homes which qualify as operating leases with terms that are generally one year or less. Rental revenues are recognized in accordance with FASB Accounting Standards Codification (“ASC”) ASC 842, Leases, using a method that represents a straight-line basis over the term of the lease. For the three months ended September 30, 2023 and 2022, rental income represented approximately 98.1% and 97.4% of total revenues, respectively, and included gross market rent less adjustments for gain or loss to lease, concessions, vacancy loss, and bad debt. For the three months ended September 30, 2023 and 2022, other property revenues represented the remaining 1.9% and 2.6% of total revenues, respectively, and were primarily driven by other fee income, which is typically recognized when earned, at a point in time. For the nine months ended September 30, 2023 and 2022, rental income represented approximately 98.2% and 97.8% of total revenues, respectively. For the nine months ended September 30, 2023 and 2022, other property revenues represented the remaining 1.8% and 2.2% of total revenues, respectively.
Some of the Company’s apartment communities have commercial spaces available for lease. Lease terms for these spaces typically range from three to fifteen years. The leases for commercial spaces generally include options to extend the lease for additional terms.
Many of the leases contain non-lease components for utility reimbursement from residents and common area maintenance from commercial tenants. Centerspace has elected the practical expedient to combine lease and non-lease components for all asset classes. The combined components are included in lease income and are accounted for under ASC 842.
REVENUES AND GAINS ON SALE OF REAL ESTATE
REVENUES AND GAINS ON SALE OF REAL ESTATE
Revenue is recognized in accordance with the transfer of goods and services to customers at an amount that reflects the consideration to which the Company expects to be entitled for those goods and services.
Revenue streams that are included in revenues from contracts with customers include other property revenue such as application fees and other miscellaneous items. Centerspace recognizes revenue for these rental related items not included as a component of a lease as earned.
In addition to lease income and other property revenue, the Company recognizes gains or losses on the sale of real estate when the criteria for derecognition of an asset are met, including when (1) a contract exists and (2) the buyer obtained control of the nonfinancial asset that was sold. For the three months ended September 30, 2023, the Company recognized $11.2 million as a gain on the sale of real estate and other investments. For the three months ended September 30, 2022, the Company did not recognize any gain on the sale of real estate and other investments. For the nine months ended September 30, 2023 and 2022, the Company recognized $71.3 million and $27,000, respectively, as a gain on the sale of real estate and other investments.
MARKET CONCENTRATION RISK
MARKET CONCENTRATION RISK
We are subject to increased exposure from economic and other competitive factors specific to markets where we hold a significant percentage of the carrying value of our real estate portfolio. As of September 30, 2023, we held more than 10% of the carrying value of our real estate portfolio in each of the following markets: Minneapolis, Minnesota and Denver, Colorado.
IMPAIRMENT OF LONG-LIVED ASSETS
IMPAIRMENT OF LONG-LIVED ASSETS
The Company evaluates long-lived assets, including investments in real estate, for impairment indicators at least quarterly. The judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions, expected holding period of each property, and legal and environmental concerns. If indicators exist, the Company compares the expected future undiscounted cash flows for the property against the carrying amount of that property. If the sum of the estimated undiscounted cash flows is less than the carrying amount, an impairment loss is generally recorded for the difference between the estimated fair value and the carrying amount. If the anticipated holding period for properties, the estimated fair value of properties, or other factors change based on market conditions or otherwise, the evaluation of impairment charges may be different and such differences could be material to the consolidated financial statements. The evaluation of anticipated cash flows is subjective and is based, in part, on assumptions regarding future occupancy, rental rates, and capital requirements that could differ materially from actual results. Reducing planned property holding periods may increase the likelihood of recording impairment losses.
ADVERTISING COSTS ADVERTISING COSTSAdvertising costs are expensed as incurred and reported on the Condensed Consolidated Statements of Operations within the Property operating expenses, excluding real estate taxes line item.
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES
Centerspace has determined that its Operating Partnership and each of its less-than-wholly owned real estate partnerships are variable interest entities (each, a “VIE”), as the limited partners or the functional equivalent of limited partners lack substantive kick-out rights and substantive participating rights. The Company is the primary beneficiary of the VIEs, and the VIEs are required to be consolidated on the balance sheet because the Company has a controlling financial interest in the VIEs and has both the power to direct the activities of the VIEs that most significantly impact the economic performance of the VIEs as well as the obligation to absorb losses or the right to receive benefits from the VIEs that could potentially be significant to the VIEs. Because the Operating Partnership is a VIE, all of the Company’s assets and liabilities are held through a VIE.
v3.23.3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables)
9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Schedule of Recent Accounting Pronouncements
The following table provides a brief description of Financial Accounting Standards Board (“FASB”) recent accounting standards updates (“ASU”).
StandardDescriptionDate of AdoptionEffect on the Financial Statements or Other Significant Matters
ASU 2022-06, Reference Rate Reform (Topic 848) - Deferral of the Sunset Date of Topic 848
This ASU extends the sunset date of Reference Rate Reform (Topic 848): Facilitation of Reference Rate Reform to December 31, 2024.This ASU is effective immediately for all companies.The ASU will not have a material impact on the Condensed Consolidated Financial Statements.
Schedule of Future Lease Income for Operating Leases
The aggregate amount of future scheduled lease income on commercial operating leases, excluding any variable lease income and non-lease components, as of September 30, 2023, was as follows:
(in thousands)
2023 (remainder)
$539 
20242,130 
20252,076 
20261,908 
20271,444 
Thereafter6,170 
Total scheduled lease income - commercial operating leases$14,267 
Schedule of Disaggregation of Revenue The following table presents the disaggregation of revenue streams for the three and nine months ended September 30, 2023 and 2022:
(in thousands)
Three Months Ended September 30,Nine Months Ended September 30,
Revenue StreamApplicable Standard2023202220232022
Fixed lease income - operating leasesLeases$60,324 $60,851 $184,256 $176,911 
Variable lease income - operating leasesLeases3,006 2,905 9,523 7,728 
Other property revenueRevenue from contracts with customers1,238 1,682 3,462 4,229 
Total revenue$64,568 $65,438 $197,241 $188,868 
v3.23.3
EARNINGS PER SHARE (Tables)
9 Months Ended
Sep. 30, 2023
Earnings Per Share [Abstract]  
Schedule of Reconciliation of Numerator and Denominator Used To Calculate Basic and Diluted EPS The following table presents a reconciliation of the numerator and denominator used to calculate basic and diluted earnings per share reported in the Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2023 and 2022.  
 (in thousands, except per share data)
 Three Months Ended September 30,Nine Months Ended September 30,
 2023202220232022
NUMERATOR  
Net income (loss) attributable to controlling interests
$7,774 $(523)$49,482 $(12,103)
Dividends to preferred shareholders(1,607)(1,607)(4,821)(4,821)
Numerator for basic earnings (loss) per share – net income (loss) available to common shareholders
6,167 (2,130)44,661 (16,924)
Noncontrolling interests – Operating Partnership and Series E preferred units(1)
1,204 (439)6,233 (3,546)
Dividends to preferred unitholders(2)
— 160 480 480 
Numerator for diluted earnings (loss) per share
$7,371 $(2,409)$51,374 $(19,990)
DENOMINATOR    
Denominator for basic earnings per share weighted average shares14,989 15,373 14,988 15,280 
Effect of redeemable operating partnership units(1)
908 — — — 
Effect of Series D preferred units(2)
— — 228 — 
Effect of Series E preferred units2,093 — 2,105 — 
Effect of dilutive restricted stock units and stock options28 — 23 — 
Denominator for diluted earnings per share18,018 15,373 17,344 15,280 
NET INCOME (LOSS) PER COMMON SHARE – BASIC
$0.41 $(0.14)$2.98 $(1.11)
NET INCOME (LOSS) PER COMMON SHARE – DILUTED
$0.41 $(0.14)$2.96 $(1.11)
(1)For the nine months ended September 30, 2023, the impact of Units was excluded from the calculation of calculation of net income (loss) per common share - diluted as they were anti-dilutive.
(2)For the three months ended September 30, 2023, dividends to preferred unitholders and the effect of Series D preferred units are excluded in the calculation of net income (loss) per common share - diluted as they were anti-dilutive.
v3.23.3
EQUITY AND MEZZANINE EQUITY (Tables)
9 Months Ended
Sep. 30, 2023
Equity [Abstract]  
Schedule of Conversions of Stock Centerspace redeemed Units in exchange for common shares in connection with Unitholders exercising their exchange rights during the three and nine months ended September 30, 2023 and 2022 as detailed in the table below.
(in thousands)
Three Months Ended September 30,Number of UnitsNet Book Basis
202397 $898 
2022$456 
Nine Months Ended September 30,
2023107 $1,919 
202219 $831 
Pursuant to the exercise of exchange rights, the Company redeemed Units for cash during the three and nine months ended September 30, 2023 and 2022 as detailed in the table below.
(in thousands, except per Unit data)
Three Months Ended September 30,Number of UnitsAggregate CostAverage Price Per Unit
2023— $28 $63.37 
2022$607 $81.18 
Nine Months Ended September 30,
2023$38 $61.40 
202242 $3,837 $90.93 
(in thousands)
Number of Series ENumber ofTotal
Three Months Ended September 30,Preferred Units RedeemedCommon Shares IssuedValue
2023$176 
Nine Months Ended September 30,
202325 31 $2,296 
Schedule of Sale of Common Shares The table below provides details on the sale of common shares during the nine months ended September 30, 2023 and 2022 under the 2021 ATM Program. There were no sales of common shares under the 2021 ATM Program during the three months ended September 30, 2023 and 2022. As of September 30, 2023, common shares having an aggregate offering price of up to $126.6 million remained available under the 2021 ATM Program.
(in thousands, except per share amounts)
Nine Months Ended September 30,Number of Common Shares
Net Consideration(1)
Average Net Price Per Share
2023— $— $— 
2022321 $31,732 $98.89 
(1)Consideration is net of $338 in commissions and issuance costs during the nine months ended September 30, 2022.
Schedule of Repurchased Shares The table below provides details on the shares repurchased during the three and nine months ended September 30, 2023 and 2022. As of September 30, 2023, the Company had $14.2 million remaining authorized for purchase under this program.
(in thousands, except per share amounts)
Three Months Ended September 30,Number of Common Shares
Aggregate Cost(1)
Average Price Per Share(1)
2023— $— $— 
2022$359 $65.97 
Nine Months Ended September 30,
2023124 $6,718 $54.19 
2022$359 $65.97 
(1)Amount includes commissions.
v3.23.3
DEBT (Tables)
9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Schedule of Debt
The following is a summary of our secured and unsecured debt at September 30, 2023 and December 31, 2022.
(in thousands)
September 30, 2023December 31, 2022
Carrying AmountWeighted Average Interest RateCarrying AmountWeighted Average Interest RateWeighted Average Maturity in Years at September 30, 2023
Lines of credit (1)
$— $113,500 4.12 %— 
Term loans— 100,000 5.57 %— 
Unsecured senior notes (2)(5)
300,0003.12 %300,000 3.12 %6.88
Unsecured debt300,000513,500 6.88
Mortgages payable - Fannie Mae credit facility (5)
198,8502.78 %198,850 2.78 %7.81
Mortgages payable - other (3)(5)
343,7094.14 %299,427 3.85 %6.53
Total debt (4)
$842,5593.46 %$1,011,777 3.62 %6.96
(1)The interest rate swap was terminated in February 2022. Refer to Note 6 - Derivative Instruments for additional information. Interest rates on lines of credit are variable.
(2)Included within notes payable on the Condensed Consolidated Balance Sheets.
(3)Represents apartment communities encumbered by mortgages; 13 at September 30, 2023 and 15 at December 31, 2022.
(4)Excludes deferred financing costs and premiums or discounts.
(5)Interest rate is fixed.
The following table shows the notes issued under both private shelf agreements.
(in thousands)
AmountMaturity DateInterest Rate
Series A$75,000 September 13, 20293.84 %
Series B$50,000 September 30, 20283.69 %
Series C$50,000 June 6, 20302.70 %
Series 2021-A$35,000 September 17, 20302.50 %
Series 2021-B$50,000 September 17, 20312.62 %
Series 2021-C$25,000 September 17, 20322.68 %
Series 2021-D$15,000 September 17, 20342.78 %
Schedule of Aggregate Amount of Required Future Principal Payments on Mortgages Payable
The aggregate amount of required future principal payments on all debt as of September 30, 2023, was as follows:
(in thousands)
2023 (remainder)$1,486 
20246,369 
202535,277 
202651,590 
202748,666 
Thereafter699,171 
Total payments$842,559 
v3.23.3
DERIVATIVE INSTRUMENTS (Tables)
9 Months Ended
Sep. 30, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of Derivative Instruments
The table below presents the effect of the Company’s derivative financial instruments on the Condensed Consolidated Statements of Operations as of September 30, 2023 and 2022.
(in thousands)
Gain Recognized in OCI Location of Gain (Loss) Reclassified from Accumulated OCI into IncomeLoss Reclassified from Accumulated OCI into Income (Loss)
Three months ended September 30,2023202220232022
Total derivatives in cash flow hedging relationships - Interest rate contracts$— $— Interest expense$(324)$(204)
Nine months ended September 30,
Total derivatives in cash flow hedging relationships - Interest rate contracts$— $1,581 Interest expense$(621)$(696)
v3.23.3
FAIR VALUE MEASUREMENTS (Tables)
9 Months Ended
Sep. 30, 2023
Fair Value Disclosures [Abstract]  
Schedule of Estimated Fair Values of Financial Instruments
Fair Value Measurements on a Recurring Basis
(in thousands)
Balance Sheet LocationTotalLevel 1Level 2Level 3
September 30, 2023
Assets
Notes receivableOther assets$5,455 — — $5,455 
December 31, 2022    
Assets
Notes receivableOther assets$5,871 — — $5,871 
The estimated fair values of the Company’s financial instruments as of September 30, 2023 and December 31, 2022, respectively, are as follows:
(in thousands)
September 30, 2023December 31, 2022
Balance Sheet LocationCarrying AmountFair ValueCarrying AmountFair Value
FINANCIAL ASSETS    
Cash and cash equivalentsCash and cash equivalents$29,701 $29,701 $10,458 $10,458 
Restricted cashRestricted cash$22,496 $22,496 $1,433 $1,433 
FINANCIAL LIABILITIES    
Revolving lines of creditRevolving lines of credit$— $— $113,500 $113,500 
Term loansNotes payable$— $— $100,000 $100,000 
Unsecured senior notesNotes payable$300,000 $234,675 $300,000 $238,446 
Mortgages payable - Fannie MaeMortgages payable$198,850 $157,180 $198,850 $161,297 
Mortgages payable - otherMortgages payable$343,709 $306,678 $299,427 $274,029 
Schedule of Changes in Fair Value Receivables Changes in the fair value of these receivables from period to period are reported in interest and other income on the Condensed Consolidated Statements of Operations.
(in thousands)
Fair Value MeasurementOther GainsInterest IncomeTotal Changes in Fair Value Included in Current-Period Earnings
Nine months ended September 30, 2023
Notes receivable$5,455 $14 $197 $211 
Nine months ended September 30, 2022
Notes receivable$5,865 $11 $600 $611 
v3.23.3
ACQUISITIONS AND DISPOSITIONS (Tables)
9 Months Ended
Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
Schedule of Acquisitions The acquisitions during the nine months ended September 30, 2022 are detailed below.
Nine Months Ended September 30, 2022
Date
Acquired
(in thousands)
Total
Acquisition
Cost(1)
Form of ConsiderationInvestment Allocation
AcquisitionsCash
Units(2)
Other(3)
LandBuilding
Intangible
Assets(4)
Other(5)
191 homes - Martin Blu - Minneapolis, MN
January 4, 2022$49,825 $3,031 $18,885 $27,909 $3,547 $45,212 $1,813 $(747)
31 homes - Elements - Minneapolis, MN
January 4, 20229,066 1,290 1,748 6,028 941 7,853 335 (63)
45 homes - Zest - Minneapolis, MN
January 4, 202211,364 1,429 2,249 7,686 936 10,261 574 (407)
130 homes - Noko Apartments - Minneapolis, MN
January 26, 202246,619 3,343 — 43,276 1,915 42,754 1,950 — 
215 homes - Lyra Apartments - Centennial, CO
September 30, 202295,000 95,000 — — 6,473 86,149 2,378 — 
Total Acquisitions$211,874 $104,093 $22,882 $84,899 $13,812 $192,229 $7,050 $(1,217)
(1)Excludes transaction costs.
(2)Fair value of operating partnership units issued on acquisition.
(3)Assumption of seller’s debt upon closing for Martin Blu, Zest, and Elements. Mezzanine and construction loans, financed by Centerspace, exchanged as partial consideration for the acquisition of Noko Apartments.
(4)Intangible assets consist of in-place leases valued at the time of acquisition. During the nine months ended September 30, 2023 and 2022, Centerspace recognized $941,000 and $11.1 million, respectively, of amortization expense related to intangibles, included within depreciation and amortization in the Condensed Consolidated Statement of Operations.
(5)Debt discount on assumed mortgage.
Schedule of Dispositions The dispositions for the nine months ended September 30, 2023 are detailed below. Nine Months Ended September 30, 2023
(in thousands)
DispositionsDate
Disposed
Sale Price
Net Book Value and Transaction Cost
Gain/(Loss)
115 homes - Boulder Court - Eagan, MN
March 8, 2023$14,605 $4,970 $9,635 
498 homes - 2 Nebraska apartment communities
March 14, 2023$48,500 $14,975 $33,525 
892 homes - 5 Minnesota apartment communities
March 15, 2023$74,500 $55,053 $19,447 
62 homes - Portage - Minneapolis, MN
March 15, 2023$6,650 $9,098 $(2,448)
712 homes - 4 North Dakota apartment communities
September 14, 2023$82,500 $71,218 $11,282 
Total Dispositions$226,755 $155,314 $71,441 
v3.23.3
SEGMENTS (Tables)
9 Months Ended
Sep. 30, 2023
Segment Reporting [Abstract]  
Schedule of Revenues and Net Operating Income for Reportable Segments
The following tables present NOI for the three and nine months ended September 30, 2023 and 2022, respectively, along with reconciliations to net income in the Condensed Consolidated Financial Statements. Segment assets are also reconciled to total assets as reported in the Condensed Consolidated Financial Statements.
 (in thousands)
Three Months Ended September 30, 2023MultifamilyAll OtherTotal
Revenue$61,505 $3,063 $64,568 
Property operating expenses, including real estate taxes25,375 1,370 26,745 
Net operating income $36,130 $1,693 $37,823 
Property management (2,197)
Casualty loss
(937)
Depreciation and amortization(24,697)
General and administrative expenses(3,832)
Gain on sale of real estate and other investments
11,235 
Interest expense(8,556)
Interest and other income330 
Net income
$9,169 
 (in thousands)
Three Months Ended September 30, 2022MultifamilyAll OtherTotal
Revenue$57,057 $8,381 $65,438 
Property operating expenses, including real estate taxes23,339 3,990 27,329 
Net operating income$33,718 $4,391 $38,109 
Property management (2,563)
Casualty loss
(276)
Depreciation and amortization(23,720)
General and administrative expenses(4,519)
Interest expense(7,871)
Interest and other income
70 
Net loss
$(770)
(in thousands)
Nine Months Ended September 30, 2023MultifamilyAll OtherTotal
Revenue$182,893 $14,348 $197,241 
Property operating expenses, including real estate taxes73,917 6,797 80,714 
Net operating income$108,976 $7,551 $116,527 
Property management(7,012)
Casualty loss
(1,242)
Depreciation and amortization(75,061)
General and administrative expenses(15,717)
Gain on sale of real estate and other investments
71,327 
Loss on litigation settlement
(2,864)
Interest expense(27,516)
Interest and other income674 
Net income
$59,116 
(in thousands)
Nine Months Ended September 30, 2022MultifamilyAll OtherTotal
Revenue$164,823 $24,045 $188,868 
Property operating expenses, including real estate taxes67,747 11,671 79,418 
Net operating income$97,076 $12,374 $109,450 
Property management(7,537)
Casualty loss
(1,256)
Depreciation and amortization(79,489)
General and administrative expenses(14,240)
Gain on sale of real estate and other investments
27 
Interest expense(23,147)
Interest and other income1,116 
Net loss
$(15,076)
Schedule of Segment Assets and Accumulated Depreciation
Segment assets are summarized as follows as of September 30, 2023, and December 31, 2022, respectively, along with reconciliations to the Condensed Consolidated Financial Statements:
 (in thousands)
As of September 30, 2023MultifamilyAll OtherTotal
Segment assets   
Property owned$2,308,818 $17,590 $2,326,408 
Less accumulated depreciation(512,688)(3,985)(516,673)
Total property owned$1,796,130 $13,605 $1,809,735 
Cash and cash equivalents29,701 
Restricted cash22,496 
Other assets16,349 
Total Assets$1,878,281 
 (in thousands)
As of December 31, 2022MultifamilyAll OtherTotal
Segment assets   
Property owned$2,274,202 $259,922 $2,534,124 
Less accumulated depreciation(443,828)(91,573)(535,401)
Total property owned$1,830,374 $168,349 $1,998,723 
Cash and cash equivalents10,458 
Restricted cash1,433 
Other assets22,687 
Total Assets$2,033,301 
v3.23.3
SHARE-BASED COMPENSATION (Tables)
9 Months Ended
Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]  
Schedule of Fair Value of Stock Options The fair value of stock options was $11.086 per share and was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:
2023
Exercise price$58.67 
Risk-free rate3.97 %
Expected term6.25 years
Expected volatility28.7 %
Dividend yield4.977 %
v3.23.3
ORGANIZATION (Details) - Residential Real Estate
Sep. 30, 2023
apartmentCommunity
apartmentHome
Real Estate Properties [Line Items]  
Number of real estate properties | apartmentCommunity 71
Number of apartment units | apartmentHome 12,785
v3.23.3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Leases (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Lessor, Operating Lease, Payments, Fiscal Year Maturity [Abstract]        
2023 $ 539   $ 539  
2024 2,130   2,130  
2025 2,076   2,076  
2026 1,908   1,908  
2027 1,444   1,444  
Thereafter 6,170   6,170  
Total scheduled lease income - commercial operating leases $ 14,267   $ 14,267  
Minimum        
Lessor, Lease, Description [Line Items]        
Lease terms 3 years   3 years  
Maximum        
Lessor, Lease, Description [Line Items]        
Lease terms 15 years   15 years  
Rental Income | Revenue | Product Concentration Risk        
Lessor, Lease, Description [Line Items]        
Concentration risk 98.10% 97.40% 98.20% 97.80%
Fee Income | Revenue | Product Concentration Risk        
Lessor, Lease, Description [Line Items]        
Concentration risk 1.90% 2.60% 1.80% 2.20%
v3.23.3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Revenue (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Accounting Policies [Abstract]        
Fixed lease income - operating leases $ 60,324,000 $ 60,851,000 $ 184,256,000 $ 176,911,000
Variable lease income - operating leases 3,006,000 2,905,000 9,523,000 7,728,000
Other property revenue 1,238,000 1,682,000 3,462,000 4,229,000
Total revenue 64,568,000 65,438,000 197,241,000 188,868,000
Gain on sale of real estate and other investments $ 11,235,000 $ 0 $ 71,327,000 $ 27,000
v3.23.3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Impairment of Long-Lived Assets (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Accounting Policies [Abstract]        
Impairment of real estate investments $ 0 $ 0 $ 0 $ 0
v3.23.3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Mortgage Receivable and Notes Receivable (Details) - USD ($)
$ in Millions
9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Multi Family Same-Store | Ironwood Apartments - New Hope, MN | Tax Increment Financing      
MORTGAGE RECEIVABLE AND NOTES RECEIVABLE      
Loan commitment $ 5.7   $ 6.1
Multi-Family Residential | Ironwood Apartments - New Hope, MN | Tax Increment Financing      
MORTGAGE RECEIVABLE AND NOTES RECEIVABLE      
Interest rate 4.50%    
Multi-Family Residential | Minneapolis, Minnesota | Construction Loans      
MORTGAGE RECEIVABLE AND NOTES RECEIVABLE      
Interest rate   4.50%  
Mortgage loans receivable at fair value $ 0.0 $ 29.9  
Multi-Family Residential | Minneapolis, Minnesota | Mezzanine Loan      
MORTGAGE RECEIVABLE AND NOTES RECEIVABLE      
Interest rate   11.50%  
Mortgage loans receivable at fair value   $ 15.3 $ 0.0
v3.23.3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Advertising Costs (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Accounting Policies [Abstract]        
Advertising expense $ 878 $ 795 $ 2,300 $ 2,400
v3.23.3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Severance and Transition (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Stock-based compensation expense $ 602 $ 709 $ 2,700 $ 1,900
Chief Executive Officer        
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Severance costs     2,200  
Stock-based compensation expense     737  
Transition related expenses     $ 306  
v3.23.3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Involuntary Conversion of Assets (Details) - USD ($)
$ in Thousands
1 Months Ended 3 Months Ended 9 Months Ended
Apr. 30, 2023
Sep. 30, 2023
Sep. 30, 2023
Sep. 30, 2022
Accounting Policies [Abstract]        
Involuntary conversion of assets $ 1,000 $ 695 $ 1,986 $ 0
Estimated insurance claim $ 1,300      
v3.23.3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Litigation Settlement (Details) - USD ($)
$ in Thousands
1 Months Ended 3 Months Ended 9 Months Ended
Oct. 30, 2023
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Loss Contingencies [Line Items]          
Loss on litigation settlement   $ 0 $ 0 $ 2,864 $ 0
Subsequent Event          
Loss Contingencies [Line Items]          
Payments for legal settlement $ 2,900        
v3.23.3
EARNINGS PER SHARE - Narrative (Details)
shares in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
shares
Sep. 30, 2022
shares
Sep. 30, 2023
shares
Sep. 30, 2022
shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Ratio of units exchanged for shares     1  
Series D Preferred Units        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded (in shares) 228 228   228
Performance-based RSUs        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded (in shares) 26 30 26 33
Operating Partnership Units        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded (in shares)   984 943 980
Series E Preferred Units        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded (in shares)   2,200   2,200
Time-based RSUs        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded (in shares)   7   10
Stock Options        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded (in shares)   23   38
v3.23.3
EARNINGS PER SHARE - Reconciliation of Numerator and Denominator Used To Calculate Basic and Dilutes EPS (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Net Income (Loss) Attributable to Parent [Abstract]        
Net income (loss) attributable to controlling interests $ 7,774 $ (523) $ 49,482 $ (12,103)
Dividends to preferred shareholders (1,607) (1,607) (4,821) (4,821)
Numerator for basic earnings (loss) per share – net income (loss) available to common shareholders 6,167 (2,130) 44,661 (16,924)
Noncontrolling interests – Operating Partnership and Series E preferred units 1,204 (439) 6,233 (3,546)
Dividends to preferred unitholders 0 160 480 480
Numerator for diluted earnings (loss) per share $ 7,371 $ (2,409) $ 51,374 $ (19,990)
DENOMINATOR        
Denominator for basic earnings per share weighted average shares (in shares) 14,989 15,373 14,988 15,280
Effect of redeemable operating partnership units (in shares) 908 0 0 0
Effect of dilutive restricted stock units and stock options (in shares) 28 0 23 0
Denominator for diluted earnings per share (in shares) 18,018 15,373 17,344 15,280
NET INCOME (LOSS) PER COMMON SHARE - BASIC (in dollars per share) $ 0.41 $ (0.14) $ 2.98 $ (1.11)
NET INCOME (LOSS) PER COMMON SHARE - DILUTED (in dollars per share) $ 0.41 $ (0.14) $ 2.96 $ (1.11)
Series D Preferred Units        
DENOMINATOR        
Effect of preferred units (in shares) 0 0 228 0
Series E Preferred Units        
DENOMINATOR        
Effect of preferred units (in shares) 2,093 0 2,105 0
v3.23.3
EQUITY AND MEZZANINE EQUITY - Narrative (Details)
3 Months Ended 9 Months Ended
Sep. 30, 2023
USD ($)
$ / shares
shares
Sep. 30, 2022
USD ($)
shares
Sep. 30, 2023
USD ($)
$ / shares
shares
Sep. 30, 2022
USD ($)
apartmentCommunity
shares
Dec. 31, 2022
USD ($)
$ / shares
shares
Mar. 10, 2022
USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Noncontrolling interests , operating partnership, outstanding (in shares) | shares 864,000   864,000   971,000  
Noncontrolling interests , operating partnership, issued (in shares) | shares       209,000    
Number of apartment communities acquired | apartmentCommunity       3    
Preferred shares, shares issued (in shares) | shares 3,881,000   3,881,000   3,881,000  
Preferred shares liquidation preference $ 97,036,000   $ 97,036,000   $ 97,036,000  
Common stock outstanding (in shares) | shares 15,052,000   15,052,000   15,020,000  
Sale of common shares, net       $ 31,499,000    
Share repurchase program, authorized amount           $ 50,000,000
Remaining authorized repurchase amount $ 14,200,000   $ 14,200,000      
Preferred shares of beneficial interest, shares outstanding (in shares) | shares 3,881,000   3,881,000   3,881,000  
Preferred shares, liquidation preference (in dollars per share) | $ / shares $ 25   $ 25   $ 25  
Preferred units, shares issued (in shares) | shares 166,000   166,000   166,000  
Preferred units, par value (in dollars per share) | $ / shares $ 100   $ 100   $ 100  
Preferred units, liquidation preference $ 16,560,000   $ 16,560,000   $ 16,560,000  
At-The-Market Offering            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Sale of common shares, net 0 $ 0        
Aggregate gross sales price of common shares, authorized amount 250,000,000   250,000,000      
Aggregate gross sales price of common shares, remaining authorized amount $ 126,600,000   $ 126,600,000      
2015 Incentive Plan            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Equity awards issued (in shares) | shares 64 199 19,014 24,296    
Sale of common shares, net $ 5,000 $ 18,000 $ 1,700,000 $ 637,000    
Series E Preferred Units            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Preferred shares, shares issued (in shares) | shares 1,700,000   1,700,000   1,800,000  
Preferred units, par value (in dollars per share) | $ / shares $ 100   $ 100   $ 100  
Preferred shares, dividend rate     0.03875%      
Preferred units, conversion ratio 1.2048   1.2048      
Preferred shares liquidation preference $ 173,300,000   $ 173,300,000      
Series C Preferred Shares            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Preferred shares, dividend rate     6.625%      
Preferred shares liquidation preference $ 97,000,000   $ 97,000,000      
Preferred shares of beneficial interest, shares outstanding (in shares) | shares 3,900,000   3,900,000   3,900,000  
Preferred shares, liquidation preference (in dollars per share) | $ / shares $ 25.00   $ 25.00      
Preferred shares, annual distribution accrual rate (in dollars per share) | $ / shares     $ 1.65625      
Series D Preferred Units            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Preferred units, shares issued (in shares) | shares 165,600   165,600   165,600  
Preferred units, par value (in dollars per share) | $ / shares $ 100   $ 100      
Distribution rate     3.862%      
Units converted, ratio 1.37931   1.37931      
Preferred units, liquidation preference $ 16,600,000   $ 16,600,000      
v3.23.3
EQUITY AND MEZZANINE EQUITY - Schedule of Conversions of Common Stock (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Conversion of Stock [Line Items]        
Net Book Basis $ 0 $ 0 $ 0 $ 0
Aggregate Cost     $ 2,296 $ 0
Exercise of Exchange Rights        
Conversion of Stock [Line Items]        
Number of units redeemed (in shares) 97 8 107 19
Net Book Basis $ 898 $ 456 $ 1,919 $ 831
Redemption Of Units For Cash        
Conversion of Stock [Line Items]        
Number of units converted (in shares) 0 7 1 42
Aggregate Cost $ 28 $ 607 $ 38 $ 3,837
Average price per unit (in dollars per share) $ 63.37 $ 81.18 $ 61.40 $ 90.93
Series E Preferred Units        
Conversion of Stock [Line Items]        
Number of units converted (in shares) 5   25  
COMMON SHARES        
Conversion of Stock [Line Items]        
Number of common shares issued (in shares) 6   31  
Redemption Of Units For Common Shares        
Conversion of Stock [Line Items]        
Total value $ 176   $ 2,296  
v3.23.3
EQUITY AND MEZZANINE EQUITY - Sale of Common Shares (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Commission and issuance costs   $ 338
At-The-Market Offering    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Number of common shares (in shares) 0 321
Net consideration $ 0 $ 31,732
Average net price per share (in dollars per share) $ 0 $ 98.89
v3.23.3
EQUITY AND MEZZANINE EQUITY - Schedule of Repurchased Shares (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Equity [Abstract]        
Number of common shares (in shares) 0 5 124 5
Aggregate cost $ 0 $ 359 $ 6,718 $ 359
Average price per share (in dollars per share) $ 0 $ 65.97 $ 54.19 $ 65.97
v3.23.3
DEBT - Schedule of Debt (Details)
$ in Thousands
9 Months Ended
Sep. 30, 2023
USD ($)
apartmentCommunity
Apr. 26, 2023
Dec. 31, 2022
USD ($)
apartmentCommunity
Debt Instrument [Line Items]      
Total debt $ 842,559   $ 1,011,777
Weighted average interest rate 3.46%   3.62%
Weighted average maturity (in years) 6 years 11 months 15 days    
Mortgages      
Debt Instrument [Line Items]      
Weighted average interest rate   5.04%  
Number of real estate properties, serving as collateral for mortgage loans | apartmentCommunity 13   15
Mortgages payable - Fannie Mae | Mortgages      
Debt Instrument [Line Items]      
Total debt $ 198,850   $ 198,850
Weighted average interest rate 2.78%   2.78%
Weighted average maturity (in years) 7 years 9 months 21 days    
Mortgages payable - other | Mortgages      
Debt Instrument [Line Items]      
Total debt $ 343,709   $ 299,427
Weighted average interest rate 4.14%   3.85%
Weighted average maturity (in years) 6 years 6 months 10 days    
Unsecured Debt      
Debt Instrument [Line Items]      
Total debt $ 300,000   $ 513,500
Weighted average maturity (in years) 6 years 10 months 17 days    
Unsecured Debt | Line of Credit      
Debt Instrument [Line Items]      
Total debt $ 0   113,500
Unsecured Debt | Term loans      
Debt Instrument [Line Items]      
Total debt $ 0   $ 100,000
Weighted average interest rate 0.00%   5.57%
Unsecured Debt | Unsecured Senior Notes      
Debt Instrument [Line Items]      
Total debt $ 300,000   $ 300,000
Weighted average interest rate 3.12%   3.12%
Weighted average maturity (in years) 6 years 10 months 17 days    
Unsecured Debt | Primary Line Of Credit | Line of Credit      
Debt Instrument [Line Items]      
Weighted average interest rate 0.00%   4.12%
v3.23.3
DEBT - Narrative (Details)
1 Months Ended 9 Months Ended
May 31, 2023
May 30, 2023
Apr. 26, 2023
USD ($)
Nov. 30, 2022
USD ($)
Sep. 30, 2023
USD ($)
loan
apartmentCommunity
Dec. 31, 2022
USD ($)
apartmentCommunity
Sep. 30, 2021
USD ($)
Line of Credit Facility [Line Items]              
Number of real estate properties, unencumbered by mortgages | apartmentCommunity         46    
Revolving lines of credit         $ 0 $ 113,500,000  
Outstanding debt         $ 842,559,000 $ 1,011,777,000  
Weighted average interest rate         3.46% 3.62%  
Mortgages              
Line of Credit Facility [Line Items]              
Debt instrument, face amount     $ 90,000,000        
Term     12 years        
Weighted average interest rate     5.04%        
Number of real estate properties, serving as collateral for mortgage loans | apartmentCommunity         13 15  
Number of material defaults or instances of noncompliance | loan         0    
Private Shelf Agreement | Unsecured Senior Notes              
Line of Credit Facility [Line Items]              
Debt available for issuance         $ 225,000,000    
Debt instrument, face amount         25,000,000    
Outstanding debt         200,000,000    
Remaining available for issuance         25,000,000    
Note Purchase Agreement | Unsecured Senior Notes              
Line of Credit Facility [Line Items]              
Debt instrument, face amount         $ 125,000,000    
PNC Bank Term Loan Agreement | Unsecured Senior Notes              
Line of Credit Facility [Line Items]              
Debt instrument, face amount       $ 100,000,000      
Outstanding debt           $ 100,000,000  
Term       364 days 364 days    
PNC Bank Term Loan Agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum | Unsecured Senior Notes              
Line of Credit Facility [Line Items]              
Basis spread on variable rate       1.20%      
PNC Bank Term Loan Agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum | Unsecured Senior Notes              
Line of Credit Facility [Line Items]              
Basis spread on variable rate       1.75%      
Mortgages payable - Fannie Mae | Mortgages              
Line of Credit Facility [Line Items]              
Debt instrument, face amount         $ 198,900,000    
Outstanding debt         $ 198,850,000 $ 198,850,000  
Number of apartment units | apartmentCommunity         12    
Weighted average interest rate         2.78% 2.78%  
Mortgages payable - Fannie Mae | Mortgages | Interest Only Payment Date One              
Line of Credit Facility [Line Items]              
Term         7 years    
Mortgages payable - Fannie Mae | Mortgages | Interest Only Payment Date Two              
Line of Credit Facility [Line Items]              
Term         10 years    
Mortgages payable - Fannie Mae | Mortgages | Interest Only Payment Date Three              
Line of Credit Facility [Line Items]              
Term         12 years    
Line of Credit | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate              
Line of Credit Facility [Line Items]              
Basis spread on variable rate 13500.00%            
Basis spread adjustment 1000.00%            
Line of Credit | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum              
Line of Credit Facility [Line Items]              
Basis spread on variable rate 12500.00%            
Line of Credit | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum              
Line of Credit Facility [Line Items]              
Basis spread on variable rate 18000.00%            
Line of Credit | Base Rate | Minimum              
Line of Credit Facility [Line Items]              
Basis spread on variable rate 2500.00% 0.25%          
Line of Credit | Base Rate | Maximum              
Line of Credit Facility [Line Items]              
Basis spread on variable rate 8000.00% 0.80%          
Line of Credit | London Interbank Offered Rate (LIBOR) | Minimum              
Line of Credit Facility [Line Items]              
Basis spread on variable rate   1.25%          
Line of Credit | London Interbank Offered Rate (LIBOR) | Maximum              
Line of Credit Facility [Line Items]              
Basis spread on variable rate   1.80%          
Line of Credit | BMO Line of Credit              
Line of Credit Facility [Line Items]              
Maximum borrowing capacity         $ 250,000,000    
Revolving lines of credit         0    
Remaining borrowing capacity         250,000,000    
Accordion option             $ 400,000,000
Operating Line of Credit              
Line of Credit Facility [Line Items]              
Maximum borrowing capacity         6,000,000    
Revolving lines of credit         $ 0    
v3.23.3
DEBT - September Note Purchase Agreement, Schedule of Debt (Details) - Unsecured Debt
Sep. 30, 2023
USD ($)
Series A  
Line of Credit Facility [Line Items]  
Amount $ 75,000,000
Interest Rate 3.84%
Series B  
Line of Credit Facility [Line Items]  
Amount $ 50,000,000
Interest Rate 3.69%
Series C  
Line of Credit Facility [Line Items]  
Amount $ 50,000,000
Interest Rate 2.70%
Series 2021-A  
Line of Credit Facility [Line Items]  
Amount $ 35,000,000
Interest Rate 2.50%
Series 2021-B  
Line of Credit Facility [Line Items]  
Amount $ 50,000,000
Interest Rate 2.62%
Series 2021-C  
Line of Credit Facility [Line Items]  
Amount $ 25,000,000
Interest Rate 2.68%
Series 2021-D  
Line of Credit Facility [Line Items]  
Amount $ 15,000,000
Interest Rate 2.78%
v3.23.3
DEBT - Schedule of future payments (Details)
$ in Thousands
Sep. 30, 2023
USD ($)
Debt Disclosure [Abstract]  
2023 (remainder) $ 1,486
2024 6,369
2025 35,277
2026 51,590
2027 48,666
Thereafter 699,171
Total payments $ 842,559
v3.23.3
DERIVATIVE INSTRUMENTS - Narrative (Details)
1 Months Ended 9 Months Ended
Feb. 28, 2022
USD ($)
Sep. 30, 2023
USD ($)
derivativeInstrument
Sep. 30, 2022
USD ($)
Dec. 31, 2022
derivativeInstrument
Derivative [Line Items]        
Cash flow hedge gain (loss) to be reclassified within twelve months   $ 857,000    
Interest Rate Swap        
Derivative [Line Items]        
Number of instruments held | derivativeInstrument   0   0
Interest Rate Swap | Designated as Hedging Instrument        
Derivative [Line Items]        
Payments to terminate derivative $ 3,200,000      
Notional amount 75,000,000      
Interest Rate Swap | Not Designated as Hedging Instrument        
Derivative [Line Items]        
Gain on derivative     $ 582,000  
Forward Swap | Designated as Hedging Instrument        
Derivative [Line Items]        
Notional amount $ 70,000,000      
v3.23.3
DERIVATIVE INSTRUMENTS - Derivative Instruments on Statement of Operations (Details) - Interest Rate Contract - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Derivative [Line Items]        
Gain Recognized in OCI $ 0 $ 0 $ 0 $ 1,581
Interest Expense        
Derivative [Line Items]        
Loss Reclassified from Accumulated OCI into Income (Loss) $ (324) $ (204) $ (621) $ (696)
v3.23.3
FAIR VALUE MEASUREMENTS - Fair Value Measurements on a Recurring Basis (Details) - Fair Value, Recurring - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Sep. 30, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Receivables $ 5,455 $ 5,871 $ 5,865
Level 1      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Receivables 0 0  
Level 2      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Receivables 0 0  
Level 3      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Receivables $ 5,455 $ 5,871  
v3.23.3
FAIR VALUE MEASUREMENTS - Narrative (Details)
9 Months Ended
Sep. 30, 2023
USD ($)
Dec. 31, 2022
USD ($)
Fair Value, Recurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Real estate investment, unfunded commitments $ 1,200,000  
Fair Value, Recurring | Level 3 | Interest Rate | Minimum    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Receivables, measurement input 0.0375  
Fair Value, Recurring | Level 3 | Interest Rate | Maximum    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Receivables, measurement input 0.0550  
Fair Value, Recurring | Level 3 | Credit Risk    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Receivables, measurement input 0.005  
Fair Value, Recurring | Fair Value Measured at Net Asset Value Per Share    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Real estate investment, fair value disclosure $ 1,800,000 $ 1,600,000
Fair Value, Nonrecurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Nonfinancial assets 0 0
Nonfinancial liabilities $ 0 $ 0
v3.23.3
FAIR VALUE MEASUREMENTS - Changes in Fair Value of Receivables (Details) - Fair Value, Recurring - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Notes receivable $ 5,455 $ 5,865 $ 5,871
Change in fair value of receivables 211 611  
Other Gains      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Change in fair value of receivables 14 11  
Interest Income      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Change in fair value of receivables $ 197 $ 600  
v3.23.3
FAIR VALUE MEASUREMENTS - Financial Assets and Liabilities Not Measured at Fair Value (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
FINANCIAL LIABILITIES    
Unsecured senior notes $ 299,443 $ 399,007
Mortgages payable 842,559  
Carrying Amount    
FINANCIAL ASSETS    
Cash and cash equivalents and restricted cash 29,701 10,458
FINANCIAL LIABILITIES    
Revolving lines of credit 0 113,500
Term loans 0 100,000
Unsecured senior notes 300,000 300,000
Carrying Amount | Mortgages | Mortgages payable - Fannie Mae    
FINANCIAL LIABILITIES    
Mortgages payable 198,850 198,850
Carrying Amount | Mortgages | Mortgages payable - other    
FINANCIAL LIABILITIES    
Mortgages payable 343,709 299,427
Carrying Amount | Restricted cash    
FINANCIAL ASSETS    
Cash and cash equivalents and restricted cash 22,496 1,433
Fair Value    
FINANCIAL ASSETS    
Cash and cash equivalents and restricted cash 29,701 10,458
FINANCIAL LIABILITIES    
Revolving lines of credit 0 113,500
Term loans 0 100,000
Unsecured senior notes 234,675 238,446
Fair Value | Mortgages | Mortgages payable - Fannie Mae    
FINANCIAL LIABILITIES    
Mortgages payable 157,180 161,297
Fair Value | Mortgages | Mortgages payable - other    
FINANCIAL LIABILITIES    
Mortgages payable 306,678 274,029
Fair Value | Restricted cash    
FINANCIAL ASSETS    
Cash and cash equivalents and restricted cash $ 22,496 $ 1,433
v3.23.3
ACQUISITIONS AND DISPOSITIONS - Narrative (Details)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
USD ($)
acquisition
apartmentCommunity
transaction
Sep. 30, 2022
USD ($)
apartmentCommunity
Sep. 30, 2023
USD ($)
transaction
apartmentCommunity
acquisition
Sep. 30, 2022
USD ($)
apartmentCommunity
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Acquisition costs       $ 211,874
2023 Quarter To Date Disposals        
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Number of exchange transactions | transaction 1      
2023 Year To Date Disposals        
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Number of exchange transactions | transaction     5  
2023 Acquisitions        
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Number of acquisitions during period | acquisition 0   0  
2022 Acquisitions        
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Acquisition costs   $ 95,000   $ 211,900
Disposed of by Sale        
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Sale Price $ 226,755   $ 226,755  
Disposed of by Sale | 2023 Quarter To Date Disposals        
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Sale Price $ 82,500   82,500  
Number of properties sold | apartmentCommunity 4      
Disposed of by Sale | 2022 Disposals        
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Number of properties sold | apartmentCommunity   0   0
Disposed of by Sale | 2023 Year To Date Disposals        
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Sale Price $ 226,800   $ 226,800  
Number of properties sold | apartmentCommunity     13  
v3.23.3
ACQUISITIONS AND DISPOSITIONS - Acquisitions (Details)
$ in Thousands
9 Months Ended
Sep. 30, 2023
USD ($)
Sep. 30, 2022
USD ($)
apartmentCommunity
apartmentHome
Acquisitions and development projects placed in service [Abstract]    
Number of apartment communities acquired | apartmentCommunity   3
Total acquisition cost   $ 211,874
Form of Consideration    
Cash   104,093
Units   22,882
Other   84,899
Investment Allocation    
Land   13,812
Building   192,229
Intangible assets   7,050
Other   (1,217)
Amortization of intangible assets $ 941 $ 11,100
Martin Blu - Minneapolis, MN    
Acquisitions and development projects placed in service [Abstract]    
Number of apartment communities acquired | apartmentHome   191
Total acquisition cost   $ 49,825
Form of Consideration    
Cash   3,031
Units   18,885
Other   27,909
Investment Allocation    
Land   3,547
Building   45,212
Intangible assets   1,813
Other   $ (747)
Elements - Minneapolis, MN    
Acquisitions and development projects placed in service [Abstract]    
Number of apartment communities acquired | apartmentHome   31
Total acquisition cost   $ 9,066
Form of Consideration    
Cash   1,290
Units   1,748
Other   6,028
Investment Allocation    
Land   941
Building   7,853
Intangible assets   335
Other   $ (63)
Zest - Minneapolis, MN    
Acquisitions and development projects placed in service [Abstract]    
Number of apartment communities acquired | apartmentHome   45
Total acquisition cost   $ 11,364
Form of Consideration    
Cash   1,429
Units   2,249
Other   7,686
Investment Allocation    
Land   936
Building   10,261
Intangible assets   574
Other   $ (407)
Noko Apartments - Minneapolis, MN    
Acquisitions and development projects placed in service [Abstract]    
Number of apartment communities acquired | apartmentHome   130
Total acquisition cost   $ 46,619
Form of Consideration    
Cash   3,343
Units   0
Other   43,276
Investment Allocation    
Land   1,915
Building   42,754
Intangible assets   1,950
Other   $ 0
Lyra Apartments - Centennial, CO    
Acquisitions and development projects placed in service [Abstract]    
Number of apartment communities acquired | apartmentHome   215
Total acquisition cost   $ 95,000
Form of Consideration    
Cash   95,000
Units   0
Other   0
Investment Allocation    
Land   6,473
Building   86,149
Intangible assets   2,378
Other   $ 0
v3.23.3
ACQUISITIONS AND DISPOSITIONS - Dispositions (Details) - Disposed of by Sale
$ in Thousands
9 Months Ended
Sep. 30, 2023
USD ($)
apartmentHome
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]  
Sale Price $ 226,755
Net Book Value and Transaction Cost 155,314
Gain/(Loss) $ 71,441
115 homes - Boulder Court - Eagan, MN  
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]  
Number of properties sold | apartmentHome 115
Sale Price $ 14,605
Net Book Value and Transaction Cost 4,970
Gain/(Loss) $ 9,635
498 homes - 2 Nebraska apartment communities  
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]  
Number of properties sold | apartmentHome 498
Sale Price $ 48,500
Net Book Value and Transaction Cost 14,975
Gain/(Loss) $ 33,525
892 homes - 5 Minnesota apartment communities  
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]  
Number of properties sold | apartmentHome 892
Sale Price $ 74,500
Net Book Value and Transaction Cost 55,053
Gain/(Loss) $ 19,447
62 homes - Portage - Minneapolis, MN  
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]  
Number of properties sold | apartmentHome 62
Sale Price $ 6,650
Net Book Value and Transaction Cost 9,098
Gain/(Loss) $ (2,448)
712 homes - 4 North Dakota apartment communities  
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]  
Number of properties sold | apartmentHome 712
Sale Price $ 82,500
Net Book Value and Transaction Cost 71,218
Gain/(Loss) $ 11,282
v3.23.3
SEGMENTS - Revenues and Net Operating Income for Reportable Segments (Details)
3 Months Ended 9 Months Ended
Sep. 30, 2023
USD ($)
Sep. 30, 2022
USD ($)
Sep. 30, 2023
USD ($)
segment
apartmentCommunity
Sep. 30, 2022
USD ($)
Segment Reporting Information [Line Items]        
Number of reportable segments | segment     1  
Segment revenues and net operating income [Abstract]        
Revenue $ 64,568,000 $ 65,438,000 $ 197,241,000 $ 188,868,000
Property operating expenses, including real estate taxes 26,745,000 27,329,000 80,714,000 79,418,000
Net operating income 37,823,000 38,109,000 116,527,000 109,450,000
Property management (2,197,000) (2,563,000) (7,012,000) (7,537,000)
Casualty loss (937,000) (276,000) (1,242,000) (1,256,000)
Depreciation and amortization (24,697,000) (23,720,000) (75,061,000) (79,489,000)
General and administrative expenses (3,832,000) (4,519,000) (15,717,000) (14,240,000)
Gain on sale of real estate and other investments 11,235,000 0 71,327,000 27,000
Loss on litigation settlement 0 0 (2,864,000) 0
Interest expense (8,556,000) (7,871,000) (27,516,000) (23,147,000)
Interest and other income 330,000 70,000 674,000 1,116,000
Net income (loss) 9,169,000 (770,000) $ 59,116,000 (15,076,000)
Disposed of by Sale | 2023 Year To Date Disposals        
Segment Reporting Information [Line Items]        
Number of properties sold | apartmentCommunity     13  
Multifamily        
Segment revenues and net operating income [Abstract]        
Revenue 61,505,000 57,057,000 $ 182,893,000 164,823,000
Property operating expenses, including real estate taxes 25,375,000 23,339,000 73,917,000 67,747,000
Net operating income 36,130,000 33,718,000 108,976,000 97,076,000
All Other        
Segment revenues and net operating income [Abstract]        
Revenue 3,063,000 8,381,000 14,348,000 24,045,000
Property operating expenses, including real estate taxes 1,370,000 3,990,000 6,797,000 11,671,000
Net operating income $ 1,693,000 $ 4,391,000 $ 7,551,000 $ 12,374,000
v3.23.3
SEGMENTS - Segment Assets and Accumulated Depreciation (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Sep. 30, 2022
Segment Reporting Information [Line Items]      
Property owned $ 2,326,408 $ 2,534,124  
Less accumulated depreciation (516,673) (535,401)  
Total property owned 1,809,735 1,998,723  
Cash and cash equivalents 29,701 10,458 $ 14,957
Restricted cash 22,496 1,433 $ 1,417
Other assets 16,349 22,687  
TOTAL ASSETS 1,878,281 2,033,301  
Multifamily      
Segment Reporting Information [Line Items]      
Property owned 2,308,818 2,274,202  
Less accumulated depreciation (512,688) (443,828)  
Total property owned 1,796,130 1,830,374  
All Other      
Segment Reporting Information [Line Items]      
Property owned 17,590 259,922  
Less accumulated depreciation (3,985) (91,573)  
Total property owned $ 13,605 $ 168,349  
v3.23.3
COMMITMENTS AND CONTINGENCIES (Details)
$ in Thousands
1 Months Ended 3 Months Ended 9 Months Ended
Oct. 30, 2023
USD ($)
Sep. 30, 2023
USD ($)
apartmentProperty
apartmentHome
realEstateTechnologyVentureFund
Sep. 30, 2022
USD ($)
Sep. 30, 2023
USD ($)
apartmentProperty
apartmentHome
realEstateTechnologyVentureFund
Sep. 30, 2022
USD ($)
Real Estate Properties [Line Items]          
Loss on litigation settlement   $ 0 $ 0 $ 2,864 $ 0
Number of real estate technology venture funds with unfunded commitments | realEstateTechnologyVentureFund   2   2  
Subsequent Event          
Real Estate Properties [Line Items]          
Payments for legal settlement $ 2,900        
Fair Value, Recurring          
Real Estate Properties [Line Items]          
Real estate investment, unfunded commitments   $ 1,200   $ 1,200  
Subject to Restrictions on Taxable Dispositions          
Real Estate Properties [Line Items]          
Number of properties | apartmentProperty   28   28  
Number of apartment units | apartmentHome   4,935   4,935  
v3.23.3
SHARE-BASED COMPENSATION - Narrative (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
May 16, 2023
Mar. 31, 2023
Jan. 01, 2023
Sep. 15, 2015
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Number of shares (in shares)       775,000        
Term of award       10 years        
Share price at grant date (in dollars per share)     $ 58.67          
Stock-based compensation expense         $ 602 $ 709 $ 2,700 $ 1,900
President and Chief Executive Officer                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Awards granted (in shares)   5,492            
Chief Financial Officer                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Awards granted (in shares)   2,746            
Chief Financial Officer | Vesting Period One                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Restricted shares vesting percentage   33.00%            
Chief Financial Officer | Vesting Period Two                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Restricted shares vesting percentage   67.00%            
Chief Executive Officer                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Stock-based compensation expense             $ 737  
Exercised in period (in shares)             425  
Employee                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Options granted (in shares)     45,955          
Fair value of stock options (in dollars per share)     $ 11.086          
Time-based RSUs                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Term of award     3 years          
Time-based RSUs | Employee                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Awards granted (in shares)     14,256          
Time-based RSUs | Employee | Vesting Period One                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Restricted shares vesting percentage     33.00%          
Time-based RSUs | Employee | Vesting Period Two                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Restricted shares vesting percentage     33.00%          
Time-based RSUs | Employee | Vesting Period Three                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Restricted shares vesting percentage     33.00%          
Time-based RSUs | Trustees                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Awards granted (in shares) 9,200              
Performance-based RSUs                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Shares eligible to be earned (in shares)     40,994          
Shares eligible to be earned, percentage of awards granted     2          
Expected volatility     37.20%          
Risk-free rate     4.22%          
Expected term     3 years          
Performance-based RSUs | Employee                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Awards granted (in shares)     20,497          
Stock Options                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Expected volatility             28.70%  
Risk-free rate             3.97%  
Expected term             6 years 3 months  
Stock Options | Vesting Period One                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Restricted shares vesting percentage     25.00%          
Stock Options | Vesting Period Two                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Restricted shares vesting percentage     25.00%          
Stock Options | Vesting Period Three                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Restricted shares vesting percentage     25.00%          
Stock Options | Vesting Period Four                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Restricted shares vesting percentage     25.00%          
v3.23.3
SHARE-BASED COMPENSATION - Schedule of Assumptions Used in Black-Scholes Pricing Model (Details) - Stock Options
9 Months Ended
Sep. 30, 2023
$ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Exercise price (in dollars per share) $ 58.67
Risk-free rate 3.97%
Expected term 6 years 3 months
Expected volatility 28.70%
Dividend yield 4.977%
v3.23.3
SUBSEQUENT EVENTS (Details) - USD ($)
$ in Thousands
9 Months Ended
Oct. 11, 2023
Sep. 30, 2022
Subsequent Event [Line Items]    
Aggregate purchase price   $ 211,874
Subsequent Event    
Subsequent Event [Line Items]    
Mortgage debt and cash $ 52,700  
Subsequent Event | Lake Vista Apartment Homes    
Subsequent Event [Line Items]    
Aggregate purchase price $ 94,500  
v3.23.3
Label Element Value
Gain (Loss) Related to Litigation Settlement, Non-Cash Portion csr_GainLossRelatedtoLitigationSettlementNonCashPortion $ 0

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