CENTERSPACE 10-Q

Item 1. Financial Statements. CENTERSPACE AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except per share data) June 30, 2024 December 31, 2023 ASSETS (Unaudited) Real estate investments Property owned $ 2,428,290 $ 2,420,146 Less accumulated depreciation ( 578,691 ) ( 530,703 ) Total real estate investments 1,849,599 1,889,443 Cash and cash equivalents 14,328 8,630 Restricted cash 1,084 639 Other assets 34,414 27,649 TOTAL ASSETS $ 1,899,425 $ 1,926,361 LIABILITIES, MEZZANINE EQUITY, AND EQUITY LIABILITIES Accounts payable and accrued expenses $ 52,885 $ 62,754 Revolving lines of credit 48,000 30,000 Notes payable, net 299,490 299,459 Mortgages payable, net 584,193 586,563 TOTAL LIABILITIES $ 984,568 $ 978,776 COMMITMENTS AND CONTINGENCIES (NOTE 10) SERIES D PREFERRED UNITS (Cumulative convertible preferred units, $ 100 par value, 166 units issued and outstanding at June 30, 2024 and December 31, 2023, 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 June 30, 2024 and December 31, 2023, aggregate liquidation preference of $ 97,036 ) 93,530 93,530 Common Shares of Beneficial Interest (Unlimited authorization, no par value, 15,057 shares issued and outstanding at June 30, 2024 and 14,963 shares issued and outstanding at December 31, 2023) 1,167,055 1,165,694 Accumulated distributions in excess of net income ( 579,139 ) ( 548,273 ) Accumulated other comprehensive loss ( 749 ) ( 1,119 ) Total shareholders’ equity $ 680,697 $ 709,832 Noncontrolling interests – Operating Partnership and Series E preferred units 216,901 220,544 Noncontrolling interests – consolidated real estate entities 699 649 TOTAL EQUITY $ 898,297 $ 931,025 TOTAL LIABILITIES, MEZZANINE EQUITY, AND EQUITY $ 1,899,425 $ 1,926,361 See accompanying Notes to Condensed Consolidated Financial Statements. 3 Table of Contents CENTERSPACE AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in thousands, except per share data) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 REVENUE $ 65,043 $ 64,776 $ 129,549 $ 132,673 EXPENSES Property operating expenses, excluding real estate taxes 18,108 17,872 36,872 39,214 Real estate taxes 7,081 7,174 13,386 14,755 Property management expense 2,222 2,247 4,552 4,815 Casualty loss 510 53 1,330 305 Depreciation and amortization 25,714 24,371 52,726 50,364 General and administrative expenses 4,216 4,162 8,839 11,885 TOTAL EXPENSES $ 57,851 $ 55,879 $ 117,705 $ 121,338 Gain (loss) on sale of real estate and other investments — ( 67 ) ( 577 ) 60,092 Loss on litigation settlement — ( 2,864 ) — ( 2,864 ) Operating income 7,192 5,966 11,267 68,563 Interest expense ( 9,332 ) ( 8,641 ) ( 18,539 ) ( 18,960 ) Interest and other income 477 295 817 344 NET INCOME (LOSS) $ ( 1,663 ) $ ( 2,380 ) $ ( 6,455 ) $ 49,947 Dividends to Series D preferred unitholders ( 160 ) ( 160 ) ( 320 ) ( 320 ) Net (income) loss attributable to noncontrolling interests – Operating Partnership and Series E preferred units 561 712 1,640 ( 7,854 ) Net income attributable to noncontrolling interests – consolidated real estate entities ( 34 ) ( 35 ) ( 66 ) ( 65 ) Net income (loss) attributable to controlling interests ( 1,296 ) ( 1,863 ) ( 5,201 ) 41,708 Dividends to preferred shareholders ( 1,607 ) ( 1,607 ) ( 3,214 ) ( 3,214 ) NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS $ ( 2,903 ) $ ( 3,470 ) $ ( 8,415 ) $ 38,494 NET INCOME (LOSS) PER COMMON SHARE – BASIC $ ( 0.19 ) $ ( 0.23 ) $ ( 0.56 ) $ 2.57 NET INCOME (LOSS) PER COMMON SHARE – DILUTED $ ( 0.19 ) $ ( 0.23 ) $ ( 0.56 ) $ 2.55 Weighted average shares - basic 14,972 14,949 14,947 14,987 Weighted average shares - diluted 14,972 14,949 14,947 18,313 See accompanying Notes to Condensed Consolidated Financial Statements. 4 Table of Contents CENTERSPACE AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited) (in thousands) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net income (loss) $ ( 1,663 ) $ ( 2,380 ) $ ( 6,455 ) $ 49,947 Other comprehensive loss: Loss on derivative instrument reclassified into earnings 173 159 370 297 Total comprehensive income (loss) $ ( 1,490 ) $ ( 2,221 ) $ ( 6,085 ) $ 50,244 Net comprehensive (income) loss attributable to noncontrolling interests – Operating Partnership and Series E preferred units 588 739 1,700 ( 7,804 ) Net income attributable to noncontrolling interests – consolidated real estate entities ( 34 ) ( 35 ) ( 66 ) ( 65 ) Comprehensive income (loss) attributable to controlling interests $ ( 936 ) $ ( 1,517 ) $ ( 4,451 ) $ 42,375 See accompanying Notes to Condensed Consolidated Financial Statements. 5 Table of Contents CENTERSPACE AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (unaudited) (in thousands, except per share data) Six Months Ended June 30, 2023 PREFERRED 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, 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 41,708 7,919 49,627 Amortization of swap settlements 297 297 Distributions - common shares and Units ($ 1.46 per share and Unit) ( 21,868 ) ( 1,408 ) ( 23,276 ) Distributions - Series C preferred shares ($ 0.8281250 per Series C share) ( 3,214 ) ( 3,214 ) Distributions - Series E preferred units ($ 1.93750 per unit) ( 3,394 ) ( 3,394 ) Share-based compensation, net of forfeitures 19 2,109 2,109 Redemption of Units for common shares 10 ( 1,021 ) 1,021 — Redemption of Series E preferred units for common shares 25 ( 2,120 ) 2,120 — Shares repurchased ( 124 ) ( 6,718 ) ( 6,718 ) Shares withheld for taxes ( 179 ) ( 179 ) Other ( 1 ) ( 54 ) ( 86 ) ( 140 ) Balance at June 30, 2023 $ 93,530 14,949 $ 1,169,501 $ ( 522,796 ) $ ( 1,758 ) $ 226,931 $ 965,408 Six Months Ended June 30, 2024 Balance at December 31, 2023 $ 93,530 14,963 $ 1,165,694 $ ( 548,273 ) $ ( 1,119 ) $ 221,193 $ 931,025 Net loss attributable to controlling interests and noncontrolling interests ( 5,201 ) ( 1,574 ) ( 6,775 ) Amortization of swap settlements 370 370 Distributions - common shares and Units ($ 1.50 per share and unit) ( 22,451 ) ( 1,261 ) ( 23,712 ) Distributions - Series C preferred shares ($ 0.8281250 per Series C share) ( 3,214 ) ( 3,214 ) Distributions - Series E preferred units ($ 1.93750 per unit) ( 3,329 ) ( 3,329 ) Share-based compensation, net of forfeitures 13 1,481 1,481 Sale of common shares, net 110 7,320 7,320 Redemption of Units for common shares 33 ( 1,367 ) 1,367 — Redemption of Series E preferred units for common shares 25 ( 1,220 ) 1,220 — Shares repurchased ( 88 ) ( 4,703 ) ( 4,703 ) Shares withheld for taxes ( 121 ) ( 121 ) Other 1 ( 29 ) ( 16 ) ( 45 ) Balance at June 30, 2024 $ 93,530 15,057 $ 1,167,055 $ ( 579,139 ) $ ( 749 ) $ 217,600 $ 898,297 See accompanying Notes to Condensed Consolidated Financial Statements. 6 Table of Contents CENTERSPACE AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (unaudited) (in thousands, except per share data) Three Months Ended June 30, 2023 PREFERRED 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 March 31, 2023 $ 93,530 15,032 $ 1,176,059 $ ( 508,420 ) $ ( 1,917 ) $ 228,553 $ 987,805 Net loss attributable to controlling interests and noncontrolling interests ( 1,863 ) ( 677 ) ( 2,540 ) Amortization of swap settlements 159 159 Distributions - common shares and Units ($ 0.73 per share and unit) ( 10,906 ) ( 702 ) ( 11,608 ) Distributions - Series C preferred shares ($ 0.4140625 per Series C share) ( 1,607 ) ( 1,607 ) Distributions - Series E preferred units ($ 0.96875 per unit) ( 1,690 ) ( 1,690 ) Share-based compensation, net of forfeitures 7 590 590 Redemption of Units for common shares 6 ( 324 ) 324 — Redemption of Series E preferred units from common shares 9 ( 1,185 ) 1,185 — Shares repurchased ( 105 ) ( 5,696 ) ( 5,696 ) Other 57 ( 62 ) ( 5 ) Balance at June 30, 2023 $ 93,530 14,949 $ 1,169,501 $ ( 522,796 ) $ ( 1,758 ) $ 226,931 $ 965,408 Three Months Ended June 30, 2024 Balance at March 31, 2024 $ 93,530 14,912 $ 1,160,492 $ ( 564,951 ) $ ( 922 ) $ 218,936 $ 907,085 Net loss attributable to controlling interests and noncontrolling interests ( 1,296 ) ( 527 ) ( 1,823 ) Amortization of swap settlements 173 173 Distributions - common shares and Units ($ 0.75 per share and unit) ( 11,285 ) ( 622 ) ( 11,907 ) Distributions - Series C preferred shares ($ 0.4140625 per Series C share) ( 1,607 ) ( 1,607 ) Distributions - Series E preferred units ($ 0.96875 per unit) ( 1,658 ) ( 1,658 ) Share-based compensation, net of forfeitures 10 733 733 Sale of common shares, net 110 7,320 7,320 Redemption of Units for common shares 16 ( 969 ) 969 — Redemption of Series E preferred units for common shares 9 ( 518 ) 518 — Other ( 3 ) ( 16 ) ( 19 ) Balance at June 30, 2024 $ 93,530 15,057 $ 1,167,055 $ ( 579,139 ) $ ( 749 ) $ 217,600 $ 898,297 See accompanying Notes to Condensed Consolidated Financial Statements. 7 Table of Contents CENTERSPACE AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (in thousands) Six Months Ended June 30, 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ ( 6,455 ) $ 49,947 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization, including amortization of capitalized loan costs 53,314 51,295 (Gain) loss on sale of real estate and other investments 577 ( 60,159 ) Loss on litigation settlement — 2,864 Share-based compensation expense 1,481 2,109 Other, net 1,916 391 Changes in other assets and liabilities: Other assets 1,748 2,866 Accounts payable and accrued expenses ( 5,317 ) ( 3,752 ) Net cash provided by operating activities $ 47,264 $ 45,561 CASH FLOWS FROM INVESTING ACTIVITIES Increase in mortgages and real estate related notes receivable ( 13,147 ) — Net proceeds from sale of real estate and other investments 18,251 141,587 Proceeds from insurance 1,949 717 Payments for improvements of real estate investments ( 35,586 ) ( 25,072 ) Other investing activities 117 14 Net cash provided by (used by) investing activities $ ( 28,416 ) $ 117,246 CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from mortgages payable — 90,000 Principal payments on mortgages payable ( 3,125 ) ( 22,796 ) Proceeds from revolving lines of credit 58,556 62,279 Principal payments on revolving lines of credit ( 40,556 ) ( 156,790 ) Principal payments on notes payable — ( 100,000 ) Net proceeds from issuance of common shares 7,388 — Repurchase of common shares ( 4,703 ) ( 6,718 ) Distributions paid to common shareholders ( 22,090 ) ( 21,879 ) Distributions paid to preferred shareholders ( 3,214 ) ( 3,214 ) Distributions paid to Series D preferred unitholders ( 320 ) ( 320 ) Distributions paid to noncontrolling interests – Operating Partnership and Series E preferred units ( 4,596 ) ( 4,809 ) Other financing activities ( 45 ) ( 140 ) Net cash used by financing activities $ ( 12,705 ) $ ( 164,387 ) NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 6,143 ( 1,580 ) CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD 9,269 11,891 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD $ 15,412 $ 10,311 SUPPLEMENTARY SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES Accrued capital expenditures $ 4,915 $ 4,638 Operating partnership units converted to common shares ( 1,367 ) ( 1,021 ) Distributions declared but not paid to common shareholders 11,907 11,608 Series E preferred units converted to common shares ( 1,220 ) ( 2,120 ) Retirement of shares withheld for taxes 121 179 Loss on litigation settlement — 2,864 Involuntary conversion of assets ( 900 ) ( 1,060 ) Non-cash interest income 336 — SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for interest $ 16,762 $ 11,867 (in thousands) Balance sheet description June 30, 2024 December 31, 2023 June 30, 2023 Cash and cash equivalents $ 14,328 $ 8,630 $ 9,745 Restricted cash 1,084 639 566 Total cash, cash equivalents and restricted cash $ 15,412 $ 9,269 $ 10,311 See accompanying Notes to Condensed Consolidated Financial Statements. 8 Table of Contents CENTERSPACE AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) June 30, 2024 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 June 30, 2024, Centerspace owned interests in 70 apartment communities consisting of 12,883 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 unaudited 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, 2023, as filed with the SEC on February 20, 2024. 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. RECLASSIFICATIONS Certain previously reported amounts have been reclassified to conform to the current financial statement presentation. These reclassifications had no impact on net income (loss) as reported in the Condensed Consolidated Statements of Operations, total assets, liabilities or equity as reported in the Condensed Consolidated Balance Sheets and the classifications within the Condensed Consolidated Statements of Cash Flows. Centerspace reclassified certain items within the disaggregated revenue table included in Note 2. 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 bank deposits and deposits in a money market mutual fund. The Company is potentially exposed to credit risk for cash deposited with FDIC-insured financial institutions in accounts which, at times, may exceed 9 Table of Contents federally insured limits. Although past bank failures have increased the risk of loss in such accounts, the Company has not experienced any losses in such accounts. As of June 30, 2024 and December 31, 2023, restricted cash consisted of $ 1.1 million and $ 639,000 , respectively, in escrows held by lenders. Escrows include funds deposited with a lender for payment of real estate taxes and insurance and reserves to be used for replacement of structural elements and mechanical equipment at certain communities. The funds are under the control of the lender. Disbursements are made after supplying written documentation to the lender. 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 Financial Accounting Standards Board (“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 June 30, 2024 and 2023, rental income represented approximately 98.3 % and 98.1 % 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 June 30, 2024 and 2023, other property revenues represented the remaining 1.7 % and 1.9 % 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 six months ended June 30, 2024 and 2023, rental income represented approximately 98.2 % and 98.1 % of total revenues, respectively. For the six months ended June 30, 2024 and 2023, other property revenues represented the remaining 1.8 % and 1.9 % 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 June 30, 2024, was as follows: (in thousands) 2024 (remainder) $ 952 2025 1,989 2026 1,857 2027 1,575 2028 1,192 Thereafter 6,433 Total scheduled lease income - commercial operating leases $ 13,998 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 revenues such as application fees and other miscellaneous items. Centerspace recognizes revenue, for 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 six months ended June 30, 2024 and 2023: (in thousands) Three Months Ended June 30, Six Months Ended June 30, Revenue Stream Applicable Standard 2024 2023 2024 2023 Fixed lease income - operating leases Leases $ 60,394 $ 60,528 $ 120,428 $ 123,701 Variable lease income - operating leases Leases 3,558 3,017 6,845 6,517 Other property revenue Revenue from contracts with customers 1,091 1,231 2,276 2,455 Total revenue $ 65,043 $ 64,776 $ 129,549 $ 132,673 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 10 Table of Contents nonfinancial asset that was sold. During the three months ended June 30, 2024, the Company did not recognize a gain or loss on the sale of real estate and other investments, compared to a loss of $ 67,000 during the three months ended June 30, 2023. During the six months ended June 30, 2024, the Company recognized a loss of $ 577,000 on the sale of real estate and other investments, compared to a gain of $ 60.1 million during the six months ended June 30, 2023. Any gain or loss on real estate dispositions is net of certain closing and other costs associated with the disposition. IN-PLACE LEASE AMORTIZATION The Company records in-place lease assets at the time of acquisition. The amortization periods reflects the average remaining term of in-place leases acquired, which are generally less than one year. During the three months ended June 30, 2024 and 2023, the Company recognized $ 37,000 and $ 49,000 , respectively, of amortization expense related to intangibles. During the six months ended June 30, 2024 and 2023, the Company recognized $ 1.7 million and $ 893,000 , respectively, of amortization expense related to intangibles, included within depreciation and amortization in the Condensed Consolidated Statements of Operations. MARKET CONCENTRATION RISK The Company is subject to increased exposure from economic and other competitive factors specific to markets where it holds a significant percentage of the carrying value of its real estate portfolio. As of June 30, 2024, Centerspace held more than 10% of the carrying value of its real estate portfolio in the Minneapolis, Minnesota and Denver, Colorado markets. IMPAIRMENT OF LONG-LIVED ASSETS The Company evaluates long-lived assets, including real estate investments, 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 estimated 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 estimated 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. Plans to hold properties over longer periods decreases the likelihood of recording impairment losses. During the three and six months ended June 30, 2024 and 2023, the Company recorded no impairment charges. 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. REAL ESTATE RELATED NOTES RECEIVABLE The Company has a tax increment financing note receivable (“TIF”) with a principal balance of $ 5.4 million and $ 5.7 million at June 30, 2024 and December 31, 2023, 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. 11 Table of Contents In 2023, the Company originated a $ 15.1 million mezzanine loan for the development of an apartment community located in Inver Grove Heights, Minnesota. The mezzanine loan bears interest at 10.0 % per annum. As of June 30, 2024 and December 31, 2023, the Company had funded $ 14.7 million and $ 1.6 million of the mezzanine loan, respectively. The loan matures in December 2027 unless extended to December 2028 in accordance with the terms of the mezzanine loan agreement. The loan is secured by a pledge of and first priority security interest against 100 % of the membership interests in the mezzanine borrower and the agreement provides the Company with an option to purchase the development at a discount to future appraised value. The loan represents an investment in an unconsolidated variable interest entity. The Company is not the primary beneficiary of the VIE as Centerspace does not have the power to direct the activities which most significantly impact the entity’s economic performance nor does Centerspace have significant influence over the entity. The note receivable appears within other assets in the Condensed Consolidated Balance Sheets at fair value. 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 June 30, 2024 and 2023, total advertising expense was $ 742,000 and $ 744,000 , respectively. During the six months ended June 30, 2024 and 2023, total advertising expense was $ 1.5 million and $ 1.4 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 six months ended June 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. INVOLUNTARY CONVERSION OF ASSETS During the three and six months ended June 30, 2024, Centerspace recognized $ 137,000 and $ 755,000 , respectively, in additional casualty loss resulting from updated loss estimates from six separate insurance events at apartment communities. Any insurance funds received will be recognized when received in accordance with ASC 610-30. 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 $ 1.3 million with an offsetting insurance receivable recorded within other assets on the Condensed Consolidated Balance Sheets. During the six months ended June 30, 2024, the claim was settled for $ 1.6 million, including remediation and other operating expenses. NOTE 3 • NET INCOME (LOSS) PER SHARE Basic net income (loss) 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 net income (loss) per share upon vesting of the RSUs, upon exercising of 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). The Company calculates diluted net income (loss) per share using the treasury stock method for RSUs and ISOs and the if converted method for Series D preferred units and 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 common shares that would result in a dilution of net income (loss). 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 net income (loss) per share reported in the Condensed Consolidated Financial Statements for the three and six months ended June 30, 2024 and 2023. 12 Table of Contents (in thousands, except per share data) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 NUMERATOR Net income (loss) attributable to controlling interests $ ( 1,296 ) $ ( 1,863 ) $ ( 5,201 ) $ 41,708 Dividends to preferred shareholders ( 1,607 ) ( 1,607 ) ( 3,214 ) ( 3,214 ) Numerator for basic income (loss) per share – net income (loss) available to common shareholders ( 2,903 ) ( 3,470 ) ( 8,415 ) 38,494 Noncontrolling interests – Operating Partnership and Series E preferred units (1) — — — 7,854 Dividends to Series D preferred unitholders (2) — — — 320 Numerator for diluted income (loss) per share $ ( 2,903 ) $ ( 3,470 ) $ ( 8,415 ) $ 46,668 DENOMINATOR Denominator for basic income (loss) per share weighted average shares 14,972 14,949 14,947 14,987 Effect of redeemable operating partnership units — — — 967 Effect of Series D preferred units — — — 228 Effect of Series E preferred units — — — 2,111 Effect of dilutive restricted stock units and stock options — — — 20 Denominator for diluted income (loss) per share 14,972 14,949 14,947 18,313 NET INCOME (LOSS) PER COMMON SHARE – BASIC $ ( 0.19 ) $ ( 0.23 ) $ ( 0.56 ) $ 2.57 NET INCOME (LOSS) PER COMMON SHARE – DILUTED $ ( 0.19 ) $ ( 0.23 ) $ ( 0.56 ) $ 2.55 (1) For the three and six months ended June 30, 2024 and the three months ended June 30, 2023, the impact of Units and Series E preferred units was excluded from the calculation of net income (loss) per common share - diluted as they were anti-dilutive. (2) For the three and six months ended June 30, 2024 and the three months ended June 30, 2023, dividends to preferred unitholders are excluded from the calculation of net income (loss) per common share - diluted as they were anti-dilutive. For the three months ended June 30, 2024, operating partnership units of 835,000 , Series D preferred units of 228,000 , as converted, Series E preferred units of 2.1 million, as converted, time-based RSUs of 32,000 , and performance-based RSUs of 41,000 were excluded from the calculation of diluted net income (loss) per share because they were anti-dilutive as including these items would have improved net loss per share. For the three months ended June 30, 2023, operating partnership units of 965,000 , Series D preferred units of 228,000 , as converted, Series E preferred units of 2.1 million, as converted, time-based RSUs and stock options of 24,000 , and performance-based RSUs of 26,000 were excluded from the calculation of diluted income (loss) per share because they were anti-dilutive as including these items would have improved net loss per share. For the six months ended June 30, 2024, operating partnership units of 845,000 , Series D preferred units of 228,000 , as converted, Series E preferred units of 2.1 million, as converted, time-based RSUs of 26,000 , and performance-based RSUs of 41,000 were excluded from the calculation of diluted net income (loss) per share because they were anti-dilutive as including these items would have improved net loss per share. For the six months ended June 30, 2023, performance-based RSUs of 26,000 were excluded from the calculation of diluted net income per share because they were anti-dilutive as including these items would have improved net income per share. NOTE 4 • EQUITY AND MEZZANINE EQUITY Operating Partnership Units. The Operating Partnership had 828,000 and 861,000 outstanding Units at June 30, 2024 and December 31, 2023, respectively. Exchange Rights . Centerspace redeemed Units in exchange for common shares in connection with Unitholders exercising their exchange rights during the three and six months ended June 30, 2024 and 2023 as detailed in the table below. 13 Table of Contents (in thousands) Three Months Ended June 30, Number of Units Net Book Basis 2024 16 $ 969 2023 6 $ 324 Six Months Ended June 30, 2024 33 $ 1,367 2023 10 $ 1,021 Series E Preferred Units (Noncontrolling Interests). Centerspace had 1.7 million Series E preferred units outstanding on June 30, 2024 and December 31, 2023. 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. Centerspace has the option, at its sole election, to convert Series E preferred units into Units if its stock has traded at or above $ 83 per share for 15 of 30 consecutive trading days and it has made at least three consecutive quarters of distributions with a rate of at least $ 0.804 per Unit. The Series E preferred units have an aggregate liquidation preference of $ 170.4 million as of June 30, 2024. The holders of the Series E preferred units do not have voting rights. (in thousands) Number of Series E Number of Total Three Months Ended June 30, Preferred Units Redeemed Common Shares Issued Value 2024 8 9 $ 518 2023 7 9 $ 1,185 Six Months Ended June 30, 2024 21 25 $ 1,220 2023 20 25 $ 2,120 Common Shares and Equity Awards . Common shares outstanding on June 30, 2024 and December 31, 2023, totaled 15.1 million and 15.0 million, respectively. During the three and six months ended June 30, 2024, Centerspace issued approximately 9,723 and 13,465 common shares, respectively, with a total grant-date fair value of $ 584,000 and $ 1.0 million, respectively, as share-based compensation for employees and trustees under its 2015 Incentive Plan. During the three and six months ended June 30, 2023, Centerspace issued approximately 7,073 and 18,950 common shares, respectively, with a total grant-date fair value of $ 778,000 and $ 1.7 million, respectively, as share-based compensation for employees and trustees under its 2015 Incentive Plan. 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 (“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 ATM Program, the Company may enter into separate forward sale agreements. The proceeds from the sale of common shares under the 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 three and six months ended June 30, 2024 under the ATM Program. There were no sales of common shares under the ATM Program during the three and six months ended June 30, 2023. As of June 30, 2024, common shares having an aggregate offering price of up to $ 118.9 million remained available under the ATM Program. (in thousands, except per share amounts) Three and Six Months Ended June 30, Number of Common Shares Net Consideration (1) Average Net Price Per Share 2024 110 $ 7,561 $ 68.77 (1) Total consideration is net of $ 115,000 in commissions during the three and six months ended June 30, 2024. Share Repurchase Program. On March 10, 2022, the Board of Trustees approved a 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 14 Table of Contents 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 six months ended June 30, 2024 and 2023. As of June 30, 2024, the Company had $ 4.7 million remaining authorized for purchase under this program. (in thousands, except per share amounts) Three Months Ended June 30, Number of Common Shares Aggregate Cost (1) Average Price Per Share (1) 2024 — $ — $ — 2023 105 $ 5,696 $ 54.51 Six Months Ended June 30, 2024 88 $ 4,703 $ 53.62 2023 124 $ 6,718 $ 54.19 (1) Amount includes commissions. Series C Preferred Shares. Series C preferred shares outstanding were 3.9 million shares at June 30, 2024 and December 31, 2023. The Series C preferred shares are nonvoting and redeemable for cash at $ 25.00 per share at Centerspace’s option. 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 June 30, 2024 and December 31, 2023. 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 value of $ 16.6 million. Changes in the redemption value are based on changes in the trading value of common shares and are charged to common shares on the Condensed Consolidated Balance Sheets each quarter. 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 table summarizes the Company’s secured and unsecured debt at June 30, 2024 and December 31, 2023. (in thousands) June 30, 2024 December 31, 2023 Carrying Amount Weighted Average Interest Rate Carrying Amount Weighted Average Interest Rate Weighted Average Maturity in Years at June 30, 2024 Lines of credit (1) $ 48,000 6.69 % $ 30,000 6.74 % 1.25 Unsecured senior notes (2)(4) 300,000 3.12 % 300,000 3.12 % 6.13 Unsecured debt 348,000 330,000 5.45 Mortgages payable - Fannie Mae credit facility (4) 198,850 2.78 % 198,850 2.78 % 7.06 Mortgages payable - other (3)(4) 389,149 4.05 % 392,274 4.05 % 5.27 Secured debt 587,999 591,124 5.88 Subtotal 935,999 3.62 % 921,124 3.54 % 5.72 Premiums and discounts, net ( 608 ) ( 1,134 ) Deferred financing costs, net ( 3,708 ) ( 3,968 ) Total debt $ 931,683 $ 916,022 (1) Interest rates on lines of credit are variable and exclude any unused facility fees and amounts reclassified from accumulated other comprehensive income (loss) into interest expense from terminated interest rate swaps. (2) Included within notes payable on the Condensed Consolidated Balance Sheets. (3) Represents apartment communities encumbered by mortgages; 14 at June 30, 2024 and December 31, 2023. (4) Interest rate is fixed. As of June 30, 2024, 45 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 15 Table of Contents June 30, 2024, there was $ 48.0 million outstanding on this line of credit, therefore the additional borrowing availability was $ 202.0 million. This unsecured credit facility matures in September 2025, with an option to extend maturity for up to two additional six-month periods and has an accordion option to increase borrowing capacity up to $ 400.0 million. The Secured Overnight Financing Rate (“SOFR”) is the benchmark alternative reference rate under the Facility. On July 26, 2024, the Unsecured Credit Facility was amended to extend the maturity of the facility to July 2028 and to modify the leverage-based margin rates applicable to borrowings. As amended, the interest rates on the line of credit are based on the consolidated leverage ratio, at the Company’s option, on either the lender’s base rate plus a margin, ranging from 20 - 80 basis points, or daily or term SOFR, plus a margin that ranges from 120 - 180 basis points with the consolidated leverage ratio described under the Third Amended and Restated Credit Agreement, as amended. 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 June 30, 2024. Centerspace also has a $ 6.0 million operating line of credit. As of June 30, 2024 and December 31, 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 had a private shelf agreement with PGIM, Inc., an affiliate of Prudential Financial, Inc., and certain affiliates of PGIM, Inc. (collectively, “PGIM”) under which the Company issued $ 200.0 million in unsecured senior promissory notes (“unsecured senior notes”). 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. The following table shows the notes issued under both agreements as of June 30, 2024 and December 31, 2023. (in thousands) Amount Maturity Date Interest Rate Series A $ 75,000 September 13, 2029 3.84 % Series B $ 50,000 September 30, 2028 3.69 % Series C $ 50,000 June 6, 2030 2.70 % Series 2021-A $ 35,000 September 17, 2030 2.50 % Series 2021-B $ 50,000 September 17, 2031 2.62 % Series 2021-C $ 25,000 September 17, 2032 2.68 % Series 2021-D $ 15,000 September 17, 2034 2.78 % Centerspace has a $ 198.9 million Fannie Mae Credit Facility Agreement (the “FMCF”). The FMCF is secured by mortgages on 11 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 June 30, 2024 and December 31, 2023, the FMCF had a balance of $ 198.9 million. The FMCF is included within mortgages payable on the Condensed Consolidated Balance Sheets. As of June 30, 2024, Centerspace owned 14 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 June 30, 2024, the Company believes that there were no material defaults or instances of material noncompliance in regard to any of these mortgage loans. As of June 30, 2024 and December 31, 2023, the mortgage loans had a balance of $ 389.1 million and $ 392.3 million, respectively, excluding unamortized premiums and discounts. The mortgage loans are included within mortgages payable on the Condensed Consolidated Balance Sheets. 16 Table of Contents The aggregate amount of required future principal payments on lines of credit, notes payable, and mortgages payable as of June 30, 2024, was as follows: (in thousands) 2024 (remainder) $ 3,735 2025 84,290 2026 102,809 2027 48,666 2028 118,321 Thereafter 578,178 Total payments 935,999 Premiums and discounts, net ( 608 ) Deferred financing costs, net ( 3,708 ) Total $ 931,683 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”) and subsequently reclassified into earnings in the period that the hedged transaction affects earnings. Amounts reported 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 $ 690,000 will be reclassified as an increase to interest expense. As of June 30, 2024 and December 31, 2023 the Company had no remaining interest rate swaps. The table below presents the effect of the Company’s derivative financial instruments on the Condensed Consolidated Statements of Operations as of June 30, 2024 and 2023. (in thousands) Gain Recognized in OCI Location of Gain (Loss) Reclassified from Accumulated OCI into Income Loss Reclassified from Accumulated OCI into Income (Loss) Three months ended June 30, 2024 2023 2024 2023 Total derivatives in cash flow hedging relationships - Interest rate contracts $ — $ — Interest expense $ ( 173 ) $ ( 159 ) Six months ended June 30, Total derivatives in cash flow hedging relationships - Interest rate contracts $ — $ — Interest expense $ ( 370 ) $ ( 297 ) NOTE 7 • FAIR VALUE MEASUREMENTS Cash and cash equivalents, restricted cash, 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. 17 Table of Contents Fair Value Measurements on a Recurring Basis (in thousands) Balance Sheet Location Total Level 1 Level 2 Level 3 June 30, 2024 Assets Real estate related notes receivable Other assets $ 20,311 — — $ 20,311 December 31, 2023 Assets Real estate related notes receivable Other assets $ 7,039 — — $ 7,039 Centerspace utilizes an income approach with Level 3 inputs based on expected future cash flows to value the notes receivable. The unobservable inputs include market transactions for similar instruments, management estimates of comparable interest rates (range of 5.00 % to 9.00 %), and instrument specific credit risk (range of 0.5 % to 1.0 %). 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 Measurement Other Gains Interest Income Total Changes in Fair Value Included in Current-Period Earnings Six months ended June 30, 2024 Real estate related notes receivable $ 20,311 $ 10 $ 563 $ 573 Six months ended June 30, 2023 Real estate related notes receivable $ 5,666 $ 10 $ 133 $ 143 As of June 30, 2024 and December 31, 2023, Centerspace had investments totaling $ 2.1 million 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 June 30, 2024, the Company had total unfunded commitments of $ 950,000 . Fair Value Measurements on a Nonrecurring Basis There were no non-financial assets or liabilities measured at fair value on a nonrecurring basis at June 30, 2024. Non-financial assets measured at fair value on a nonrecurring basis at December 31, 2023 consisted of real estate investments that were written-down to estimated fair value during the year ended December 31, 2023. (in thousands) Balance Sheet Location Total Level 1 Level 2 Level 3 December 31, 2023 Assets Real estate investments measured at fair value Property owned $ 19,250 $ — $ 19,250 $ — As of December 31, 2023, the Company estimated the fair value of real estate investments using market offers to purchase and other market data. 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). 18 Table of Contents The estimated fair values of the Company’s financial instruments as of June 30, 2024 and December 31, 2023, respectively, are as follows: (in thousands) June 30, 2024 December 31, 2023 Balance Sheet Location Carrying Amount Fair Value Carrying Amount Fair Value FINANCIAL ASSETS Cash and cash equivalents Cash and cash equivalents $ 14,328 $ 14,328 $ 8,630 $ 8,630 Restricted cash Restricted cash $ 1,084 $ 1,084 $ 639 $ 639 FINANCIAL LIABILITIES Revolving lines of credit Revolving lines of credit $ 48,000 $ 48,000 $ 30,000 $ 30,000 Unsecured senior notes Notes payable $ 300,000 $ 251,290 $ 300,000 $ 252,108 Mortgages payable - Fannie Mae credit facility Mortgages payable $ 198,850 $ 165,681 $ 198,850 $ 168,555 Mortgages payable - other Mortgages payable $ 388,541 $ 362,309 $ 391,140 $ 367,080 NOTE 8 • ACQUISITIONS AND DISPOSITIONS ACQUISITIONS Centerspace did not acquire new real estate during the three and six months ended June 30, 2024 and 2023. DISPOSITIONS Centerspace did not dispose of any real estate during the three months ended June 30, 2024 and 2023. During the six months ended June 30, 2024, Centerspace disposed of two apartment communities in two exchange transactions for an aggregate sales price of $ 19.0 million. During the six months ended June 30, 2023, Centerspace disposed of nine apartment communities, in four exchange transactions for an aggregate sales price of $ 144.3 million. The dispositions for the six months ended June 30, 2024 and 2023 are detailed below. Six Months Ended June 30, 2024 (in thousands) Dispositions Date Disposed Sale Price Net Book Value and Transaction Costs Gain/(Loss) 69 homes - Southdale Parc - Richfield, MN February 29, 2024 $ 6,200 $ 6,497 $ ( 297 ) 136 homes - Wingate - New Hope, MN February 29, 2024 $ 12,800 $ 13,080 $ ( 280 ) Total Dispositions $ 19,000 $ 19,577 $ ( 577 ) Six Months Ended June 30, 2023 (in thousands) Dispositions Date Disposed Sale Price Net Book Value and Transaction Costs 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 ) Total Dispositions $ 144,255 $ 84,096 $ 60,159 19 Table of Contents 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. For the six months ended June 30, 2024, two sold apartment communities were reclassified from the multifamily segment to all other for all periods presented. For the six months ended June 30, 2023, nine 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 sale of real estate and other assets, impairment, depreciation, amortization, financing costs, property management overhead, casualty losses, loss on litigation settlement, 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 six months ended June 30, 2024 and 2023, respectively, along with reconciliations to net income (loss) 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 June 30, 2024 Multifamily All Other Total Revenue $ 64,466 $ 577 $ 65,043 Property operating expenses, including real estate taxes 24,953 236 25,189 Net operating income $ 39,513 $ 341 $ 39,854 Property management expense ( 2,222 ) Casualty loss ( 510 ) Depreciation and amortization ( 25,714 ) General and administrative expenses ( 4,216 ) Interest expense ( 9,332 ) Interest and other income 477 Net loss $ ( 1,663 ) (in thousands) Three Months Ended June 30, 2023 Multifamily All Other Total Revenue $ 60,531 $ 4,245 $ 64,776 Property operating expenses, including real estate taxes 23,228 1,818 25,046 Net operating income $ 37,303 $ 2,427 $ 39,730 Property management expense ( 2,247 ) Casualty loss ( 53 ) Depreciation and amortization ( 24,371 ) General and administrative expenses ( 4,162 ) Loss on sale of real estate and other investments ( 67 ) Loss on litigation settlement ( 2,864 ) Interest expense ( 8,641 ) Interest and other income 295 Net loss $ ( 2,380 ) 20 Table of Contents (in thousands) Six Months Ended June 30, 2024 Multifamily All Other Total Revenue $ 127,806 $ 1,743 $ 129,549 Property operating expenses, including real estate taxes 49,513 745 50,258 Net operating income $ 78,293 $ 998 $ 79,291 Property management expense ( 4,552 ) Casualty loss ( 1,330 ) Depreciation and amortization ( 52,726 ) General and administrative expenses ( 8,839 ) Loss on sale of real estate and other investments ( 577 ) Interest expense ( 18,539 ) Interest and other income 817 Net loss $ ( 6,455 ) (in thousands) Six Months Ended June 30, 2023 Multifamily All Other Total Revenue $ 119,971 $ 12,702 $ 132,673 Property operating expenses, including real estate taxes 47,753 6,216 53,969 Net operating income $ 72,218 $ 6,486 $ 78,704 Property management expense ( 4,815 ) Casualty loss ( 305 ) Depreciation and amortization ( 50,364 ) General and administrative expenses ( 11,885 ) Gain on sale of real estate and other investments 60,092 Loss on litigation settlement ( 2,864 ) Interest expense ( 18,960 ) Interest and other income 344 Net income $ 49,947 Segment Assets and Accumulated Depreciation Segment assets are summarized as follows as of June 30, 2024, and December 31, 2023, respectively, along with reconciliations to the Condensed Consolidated Financial Statements: (in thousands) As of June 30, 2024 Multifamily All Other Total Segment assets Property owned $ 2,410,982 $ 17,308 $ 2,428,290 Less accumulated depreciation ( 574,474 ) ( 4,217 ) ( 578,691 ) Total real estate investments $ 1,836,508 $ 13,091 $ 1,849,599 Cash and cash equivalents 14,328 Restricted cash 1,084 Other assets 34,414 Total Assets $ 1,899,425 (in thousands) As of December 31, 2023 Multifamily All Other Total Segment assets Property owned $ 2,381,461 $ 38,685 $ 2,420,146 Less accumulated depreciation ( 524,364 ) ( 6,339 ) ( 530,703 ) Total real estate investments $ 1,857,097 $ 32,346 $ 1,889,443 Cash and cash equivalents 8,630 Restricted cash 639 Other assets 27,649 Total Assets $ 1,926,361 21 Table of Contents NOTE 10 • COMMITMENTS AND CONTINGENCIES Litigation. 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. Centerspace was the named defendant in a lawsuit where the owner of a neighboring property claimed 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. During the three and six months ended June 30, 2023, the Company recorded a loss on litigation settlement of $ 2.9 million due to a trial judgement entered against the Centerspace. In November 2023, the claimant filed motions requesting additional interest on the judgment and trial costs. The claimant was awarded an additional $ 1.0 million in a judgment related interest and costs. The additional $ 1.0 million was a recognizable subsequent event for the year ended December 31, 2023 so was recorded as a loss during the year ended December 31, 2023. After the additional judgment, the claimant’s appeal was dismissed. The Company believes this matter is settled. 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. Limitations on Taxable Dispositions. Twenty-seven properties, consisting of 5,033 apartment homes, are subject to limitations 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 these properties during the limitation 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 $ 950,000 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 June 30, 2024, awards under the 2015 Incentive Plan consisted of restricted and unrestricted common shares, RSUs, and stock options. The Company accounts for forfeitures of restricted and unrestricted common shares, RSUs, and stock options when they occur instead of estimating the forfeitures. 2024 LTIP Awards Awards granted to employees on January 1, 2024, consisted of an aggregate of 21,059 time-based RSU awards and 18,876 performance RSUs based on total shareholder return (“TSR”). The time-based awards vest as to one-third of the shares on each of January 1, 2025, January 1, 2026, and January 1, 2027. 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 37,752 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 U.S. treasury bond rates with a maturity equal to the remaining performance period of the award, 22 Table of Contents 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 27.21 %, a risk-free interest rate of 4.01 %, and an expected life of 3 years. The share price at the grant date, January 1, 2024, was $ 58.20 per share. Awards granted to trustees on May 20, 2024 consist of 8,611 time-based RSUs, which vest on May 20, 2025. 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 $ 733,000 and $ 590,000 for the three months ended June 30, 2024 and 2023, respectively, and $ 1.5 million and $ 2.1 million for the six months ended June 30, 2024 and 2023, 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 for the six months ended June 30, 2023. NOTE 12 • SUBSEQUENT EVENTS Through July 29, 2024, Centerspace issued approximately 431,000 common shares under its ATM Program 10b5-1 trading arrangement at an average net price per share of $ 68.50 , totaling $ 29.6 million, net of commissions. On July 26, 2024, Centerspace amended its Unsecured Credit Facility to extend the maturity date to July 26, 2028. The borrowing capacity remained at $ 250.0 million.